Kane and Morrison

Our hosting is provided by The Rackspace Cloud and as such, we have adopted their Hosting Terms of Service

THE RACKSPACE CLOUD TERMS OF SERVICE

between Rackspace US, Inc. d/b/a The Rackspace Cloud™ ("we" or "Rackspace") and the customer who orders Rackspace® services ("you" or "Customer").

THE AGREEMENT.

Your use of Rackspace services is governed by these Terms of Service, the Rackspace Cloud Acceptable Use Policy, and the terms of your Order. When we use the term "Agreement" in any of the Order, Terms of Service, or Acceptable Use Policy, we are referring collectively to all of them. Sections 1 – 29 of these Terms of Service state the general terms applicable to all Cloud Services, and Sections 30 – 33 state additional terms that will apply only if you elect to purchase the particular services described in those sections. If the individual who submits an Order does so on behalf of a company or other legal entity, the individual represents that he or she has authority to bind that entity to the Agreement. This Agreement is the complete and exclusive agreement between you and Rackspace regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral.

GENERAL TERMS

1. Defined Terms
2. Rackspace's Obligations
3. Your Obligations
4. Access to the Services
5. Service Level Agreements
6. Term
7. Fees
8. Fee Increases
9. Suspension
10. Termination for Convenience; Early Termination Fee
11. Termination for Breach
12. Access to Data
13. Unauthorized Access to Your Data or Use of the Services
14. Disclaimers
15. Export Matters
16. Confidential Information
17. Limitation on Damages
18. Indemnification
19. Microsoft Software
20. Who May Use the Service
21. Changes to the Acceptable Use Policy
22. Notices
23. No High Risk Use
24. Ownership of Intellectual Property
25. IP Addresses
26. Assignment/Subcontractors
27. Force Majeure
28. Governing Law, Lawsuits
29. Some Agreement Mechanics

ADDITIONAL TERMS FOR CERTAIN SERVICES

1. Domain Name Registration Services
2. Billing Services
3. Mail Services
4. Beta Services

1. DEFINED TERMS.

Some words used in the Agreement have particular meanings:

"Acceptable Use Policy" or "AUP" means the Rackspace Cloud Acceptable Use Policy posted at http://www.rackspacecloud.com/legal/aup as of the date you sign the Order, as it may be amended pursuant to Section 21 below.

"Business Day" means 8:00 a.m. – 5:00 p.m. Monday through Friday, United States central time, excluding federal public holidays in the United States.

"Confidential Information" means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) for you, all information transmitted to or from, or stored on, the Rackspace cloud system, (ii) for Rackspace, unpublished prices and other terms of service, audit and security reports, product development plans, data center designs (including non-graphic information you may observe on a tour of a data center), server configuration designs, and other proprietary information or technology, and (iii) for both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is developed by one of us on our own, without reference to the other's Confidential Information, or that becomes available to one of us other than through violation of the Agreement or applicable law, shall not be "Confidential Information" of the other party.

"Junk Mail" means email that is captured by our mail filter and other email that is reported by you to Rackspace as undesirable.

"Order" means either: (i) the online order that you submit to Rackspace via the Rackspace website, or (ii) any other written order (either in electronic or paper form) provided to you by Rackspace for signature that describes the Services you are purchasing, and that is signed by you, either manually or electronically.

"Services" means those services described in the Order.

2. RACKSPACE'S OBLIGATIONS.

Contingent on Rackspace's acceptance of your Order, and subject to these Terms of Service, Rackspace agrees to provide the Services. If you have met Rackspace's minimum financial commitment for support, Rackspace will provide support for the Services twenty four hours per day, seven days per week, year round. Rackspace agrees to follow security procedures at least as stringent, in Rackspace's reasonable judgment, as those described at http://www.rackspace.com/information/legal/securitypractices.php.

3. YOUR OBLIGATIONS.

You agree to do each of the following: (i) comply with applicable law and the Rackspace Cloud Acceptable Use Policy (ii) pay when due the fees for the Services, (iii) use reasonable security precautions in light of your use of the Services, (iv) cooperate with Rackspace's reasonable investigation of outages, security problems, and any suspected breach of the Agreement, (v) keep your billing contact and other account information up to date; and (vi) immediately notify Rackspace of any unauthorized use of your account or any other breach of security. In the event of a dispute between us regarding the interpretation of applicable law or the AUP, Rackspace's reasonable determination shall control.

4. ACCESS TO THE SERVICES.

You may access the Services via the online control panel, or via a Rackspace-provided Application Programming Interface or API. Rackspace may modify its control panel or APIs at any time, or may transition to new API's. Your use of any API you download from the Rackspace website is governed by the license terms included with the code in the file named "COPYING" or "LICENSE" or like caption.

5. SERVICE LEVEL AGREEMENT.

If you have made the minimum financial commitment for Service Level Agreement ("SLA") coverage, then the Service Level Agreement(s) listed below are part of this Agreement for those Services you are buying:

• Cloud Sites: http://www.rackspacecloud.com/legal/cloudsitessla
• Cloud Files: http://www.rackspacecloud.com/legal/cloudfilessla
• Cloud Servers: http://www.rackspacecloud.com/legal/cloudserverssla

6. TERM.

The initial term for each Order begins on the date we make the Services available for your use and continues for the period stated in the Order. If no period is stated in the Order, then the initial term shall be one month. Upon expiration of the initial term, the Order will automatically renew for successive renewal terms of one month each, unless and until one of us gives the other a written notice of non-renewal prior to the expiration of the initial term, or then-current renewal term, as applicable. You must follow Rackspace's non-renewal process accessible from your control panel to give an effective notice of non-renewal.

7. FEES.

Rackspace will charge you the fees stated in your Order. If you have made a minimum commitment in your Order, and your actual usage does not meet or exceed the minimum commitment, Rackspace will charge you the difference between your minimum commitment and your actual usage. Unless you have made other arrangements, Rackspace will charge your credit card without invoice as follows: (i) for recurring fees, in advance, on or around the first day of each billing cycle, and (ii) for non-recurring fees (such as fees for initial set-up, overages, compute cycle fees, and domain name registration) on or around the date incurred, or on or around the first day of the billing cycle that follows the date incurred, at Rackspace's option; provided that Rackspace may wait to charge your credit card until the total aggregate fees due are at least £50. Unless otherwise agreed in the Order, your billing cycle will be monthly, beginning on the date that Rackspace first makes the Services available to you. If you are using Rackspace's billing services, as described in Section 31 (Billing Services) below, Rackspace may at its option, either include the fees, charge backs, and other items described in Section 31 with your recurring or non-recurring fees, as applicable, or deduct them from your remittances. Rackspace may suspend all services (including services provided pursuant to any unrelated Order or other agreement we may have with you) if our charges to your credit card are rejected for any reason. Rackspace may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If any amount is overdue by more than thirty (30) days, and Rackspace brings a legal action to collect, or engages a collection agency, you must also pay Rackspace's reasonable costs of collection, including attorney fees and court costs. All fees are stated and will be charged in US Pounds. Any "credit" that we may owe you, such as a credit for failure to meet a service level guaranty, will be applied to fees due from you for services, and will not be paid to you as a refund. Charges that are not disputed within sixty (60) days of the date charged are conclusively deemed accurate. You must provide Rackspace with accurate factual information to help Rackspace determine if any tax is due with respect to the provision of the Services, and if Rackspace is required by law to collect taxes on the provision of the Services, you must pay Rackspace the amount of the tax that is due or provide satisfactory evidence of your exemption from the tax. You authorize Rackspace to obtain a credit report at any time during the term of the Agreement. Any credit that we may owe you, such as a credit for a SLA remedy, will be applied to unpaid fees for services or refunded to you, at our option.

8. FEE INCREASES.

If you are under a month-to-month contract, then we may increase fees at any time on forty-five (45) days advance written notice. If the initial term of your Agreement is longer than one month, then we may increase your fees effective as of the first day of the renewal term that first begins forty-five days from the day of our written notice of a fee increase. In addition, if during the initial term or any renewal term there is an increase in the Producer Price Index over the Producer Price Index reported for the month in which you signed your Order, we may increase your fees by the same percentage as the increase in the Producer Price Index; provided that we may not increase your fees pursuant to this sentence more often than once per twelve months, and we must give you at least thirty days advance written notice of the increase. The "Producer Price Index" means the Producer Price Index for Finished Goods, WPUSOP3000, not seasonally adjusted, and first published as "preliminary" data by the United States Bureau of Labor Statistics in its PPI Detailed Report or successor publication. For historical information on the Producer Price Index, you may visit the Bureau of Labor Statistics website. (Example: if the Producer Price Index for the month in which you sign the Order is 186, and then increases in a subsequent month during the term of the Order to 195, we may increase your fees by up to 4.8%).

9. SUSPENSION.

We may suspend your Services without liability if: (i) we reasonably believe that the Services are being used (or have been or will be used) in violation of the Agreement, (ii) we discover that you are, or are affiliated in any manner with, a person who has used similar services abusively in the past; (iii) you don't cooperate with our reasonable investigation of any suspected violation of the Agreement; (iv) we reasonably believe that your Services have been accessed or manipulated by a third party without your consent, (v) we reasonably believe that suspension of the Services is necessary to protect our network or our other customers, (vi) a payment for the Services is overdue, or (vii) suspension is required by law. We will give you reasonable advance notice of a suspension under this paragraph and a chance to cure the grounds on which the suspension are based, unless we determine, in our reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect Rackspace or its other customers from imminent and significant operational or security risk. If the suspension was based on your breach of your obligations under the Agreement, then we may continue to charge you the fees for the Services during the suspension, and may charge you a reasonable reinstatement fee (not to exceed £150) upon reinstatement of the Services.

10. TERMINATION FOR CONVENIENCE; EARLY TERMINATION FEE.

You may terminate the Agreement for convenience at any time on thirty days advance written notice. If you terminate the Agreement for convenience, in addition to other amounts you may owe, you must pay an early termination fee equal to any minimum monthly financial commitment you have made for the remaining portion of the then-current term.

11. TERMINATION FOR BREACH.

We may terminate the Agreement for breach on written notice if: (i) we discover that the information you provided to us about yourself or your proposed use of the Services was materially inaccurate or incomplete, (ii) if you are an individual, you were not at least 18 years old or otherwise did not have the legal capacity to enter into the Agreement at the time you submitted the Order for Services, or if you are an entity or fiduciary, the individual submitting the Order for Services did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer, (iii) your payment of any invoiced amount is overdue, and you do not pay the overdue amount within three (3) days of our written notice, (iv) a credit report indicates you no longer meet our reasonable credit criteria, provided that if we terminate on these grounds, we must give you a reasonable opportunity to migrate your environment out of Rackspace in an orderly fashion, (v) you use your Service in violation of the AUP and fail to remedy the violation within ten (10) days of our written notice, (vi) you violate the AUP more than once, even if you cure each violation, or (vii) you fail to comply with any other provision of the Agreement and do not remedy the failure within thirty (30) days of our notice to you describing the failure.

You may terminate the Agreement for breach on written notice if: (i) we materially fail to provide the Services as agreed and do not remedy that failure within five (5) days of your written notice describing the failure, or (ii) we materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within thirty (30) days of your written notice describing the failure.

12. ACCESS TO DATA.

12.1 You will not have access to your data stored on the Rackspace Cloud™ system during a suspension or following termination.

12.2 We backup the Rackspace Cloud systems on a periodic basis so that we are able to more quickly restore the systems in the event of a failure. These backups are made on a snap-shot basis and, therefore, capture only the information that exists on the system at the time of the backup. In addition, we may destroy all but the most recent backup. These backups may not be available to you or, if available, may not be useful to you outside of the Rackspace Cloud systems.

12.3 Although the Rackspace Cloud service may be used as a backup service, you agree that you will maintain at least one additional current copy of your programs and data stored on the Rackspace Cloud system somewhere other than on the Rackspace Cloud system .

13. UNAUTHORIZED ACCESS TO YOUR DATA OR USE OF THE SERVICES.

Rackspace is not responsible to you for unauthorized access to your data or the unauthorized use of the Services unless the unauthorized access or use results from Rackspace's failure to meet its security obligations stated in the Agreement. You are responsible for the use of the Services by any employee of yours, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.

14. DISCLAIMERS.

We do not promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information, and property. Rackspace has no obligation to provide security other than as stated in this Agreement. We disclaim any and all warranties not expressly stated in the Agreement, including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. You are solely responsible for the suitability of the service chosen. If you have not made the minimum financial commitment for support and SLA coverage, the Services are provided AS IS. Any voluntary services we may perform for you at your request and without any additional charge are provided AS IS.

15. EXPORT MATTERS.

You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom Rackspace is legally prohibited to provide the Services. You may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations, nor may you provide administrative access to the Service to any person (including any natural person or government or private entity ) that is located in or is a national of Cuba, Iran, Libya, Sudan, North Korea or Syria or any country that is embargoed or highly restricted under United States export regulations.

16. CONFIDENTIAL INFORMATION.

Each of us agrees not to use the other's Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other's Confidential Information to any third person except as follows:

• to our respective service providers, agents, and representatives, provided that such service providers, agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in these General Terms and Conditions.
• to law enforcement or government agency if required by a subpoena or other compulsory legal process, or if either of us believes, in good faith, that the other's conduct may violate applicable criminal law as required by law; or
• in response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law forbids such notice.

17. LIMITATION ON DAMAGES.

Our obligations to you are defined by this Agreement. We are not liable to you for failing to provide the Services unless the failure results from a breach of this Agreement, or results from our gross negligence or willful misconduct. If you have made the minimum financial commitment for coverage under a Service Level Agreement, the Pound credits stated in the Service Level Agreement are your sole and exclusive remedy for unavailability of the Services.

Neither of us (nor any of our employees, agents, affiliates or suppliers) is liable to the other for any lost profits or any other indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by the damaged party's use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of us be liable to the other for any punitive damages.

Notwithstanding anything in the Agreement to the contrary, except for liability based on willful misconduct or fraudulent misrepresentation, and liability for death or personal injury resulting from Rackspace's negligence, the maximum aggregate monetary liability of Rackspace and any of its employees, agents, suppliers, or affiliates in connection with the Services, the Agreement, and any act or omission related to the Services or Agreement, under any theory of law (including breach of contract, tort, strict liability, violation of law, and infringement) shall not exceed the greater of (i) the amount of fees you paid for the Services for the six months prior to the occurrence of the event giving rise to the claim, or (ii) Five Hundred Pounds (£500.00).

18. INDEMNIFICATION.

If we, our affiliates, or any of our or their respective employees, agents, or suppliers (the "Rackspace Indemnitees") are faced with a legal claim by a third party arising out of your actual or alleged gross negligence, willful misconduct, violation of law, failure to meet the security obligations required by the Agreement, violation of the AUP, or violation of Section 15 (Export Matters) of these Terms and Conditions, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine, or other amount that is imposed on the Rackspace Indemnitees as a result of the claim. Your obligations under this subsection include claims arising out of the acts or omissions of your employees, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. If you resell the Services, the grounds for indemnification stated above also include any claim brought by your customers or end users arising out of your resale of the Services. We will choose legal counsel to defend the claim, provided that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. We may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this Section as we incur them.

19. MICROSOFT SOFTWARE.

In addition to the terms of our Agreement, your use of any Microsoft® software is governed by Microsoft's license terms that appear at http://www.rackspace.com/information/legal/microsoftlicense.php.

20. WHO MAY USE THE SERVICE.

You may resell the Services, but you are responsible for use of the Services by any third party to the same extent as if you were using the Services yourself. If you resell any part of the Services that includes Microsoft software, then you must include these Microsoft terms described in Section 19 (Microsoft Software) above in a written agreement with your customers as well as the content of Section 23 (No High Risk Use). Unless otherwise agreed, Rackspace will provide support only to you, not to any other person you authorize to use the Services. There are no third party beneficiaries to the Agreement, meaning that third parties do not have any rights against either of us under the Agreement.

21. CHANGES TO THE ACCEPTABLE USE POLICY.

We may change our Acceptable Use Policy, provided that any changes are reasonable and consistent with applicable law and industry norms. Any such changes made during the term of your Agreement will become effective to your account upon the first to occur of: (i) renewal, (ii) your execution of a new/additional Order for your account that incorporates the revised AUP or General Terms, or (iii) thirty (30) days following our notice to you describing the change. If the change materially and adversely affects you, you may terminate the Agreement by giving us written notice of termination on such grounds no later than thirty (30) days following the date the change became effective for your account, and we will not enforce the change with respect to that account for thirty (30) days following the date of your notice. If you terminate your Service because the change adversely affects you, we may decide not to enforce that change with respect to your account and keep your Agreement in place for the remainder of the term.

22. NOTICES.

Your routine communications regarding the Services should be sent to your Rackspace Cloud account team using your Rackspace Cloud control panel. If you want to give us a notice regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter, you should send it by electronic mail and first-class United States mail to:

This e-mail address is being protected from spambots. You need JavaScript enabled to view it.
Kane and Morrison LTD
38 Morgan Road
Reading
Berks RG1

Rackspace's routine communications regarding the Services and legal notices will be sent to the individual(s) you designate as your contact(s) on your account either by electronic mail, United States mail, or overnight courier, except that Rackspace may give notice of an amendment to the AUP by posting the notice on your Rackspace Cloud control panel. Notices are deemed received as of the time delivered, or if that time does not fall within a Business Day, as defined below, as of the beginning of the first Business Day following the time delivered, except that notices of AUP amendments are deemed delivered as of the first time that you log on to your Rackspace Cloud control panel after the time that the notice is posted. For purposes of counting days for notice periods, the Business Day on which the notice is deemed received counts as the first day. Notices must be given in the English language.

23. NO HIGH RISK USE.

You may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, you may not use, or permit any other person to use, the Services in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or Class III medical devices under the Federal Food, Drug and Cosmetic Act.

24. OWNERSHIP OF INTELLECTUAL PROPERTY

Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights, and other intellectual property. Any intellectual property developed by Rackspace during the performance of the Services shall belong to Rackspace unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.

25. IP ADDRESSES.

Upon expiration or termination of the Agreement, you must discontinue use of the Services and relinquish use of the IP addresses and server names assigned to you by Rackspace in connection with Services, including pointing the DNS for your domain name(s) away from Rackspace Services.

26. ASSIGNMENT/SUBCONTRACTORS

You may not assign the Agreement without Rackspace's prior written consent. We may assign the Agreement in whole or in part as part of a corporate reorganization or a sale of our business, and we may transfer your Confidential Information as part of any such transaction. Rackspace may use third party service providers to perform all or any part of the Services, but Rackspace remains responsible to you under this Agreement for work performed by its third party service providers to the same extent as if Rackspace performed the Services itself.

27. FORCE MAJEURE

Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.

28. GOVERNING LAW, LAWSUITS

The Agreement is governed by the laws of the State of Texas, exclusive of any Texas choice of law principle that would require the application of the law of a different jurisdiction, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising out of the Agreement shall be in the state or federal courts in Bexar County, Texas, and we each agree not to bring an action in any other venue. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts. You agree that you will not bring or participate in any class action lawsuit against Rackspace or any of its employees or affiliates. Each of us agrees that we will not bring a claim under the Agreement more than two years after the time that the claim accrued.

29. SOME AGREEMENT MECHANICS

These Terms of Service may have been incorporated in your Order by reference to page on the Rackspace website. Although we may from time to time revise the Terms of Service posted on that page, those revisions will not be effective as to an Order that we accepted prior to the date we posted the revision, and your Order will continue to be governed by the Terms of Service posted on the effective date of the Order. However, any amended Terms of Service will become effective on the first day of the renewal period that follows the date that the new Terms of Service were posted by at least thirty days. In addition, if over time you sign multiple Orders for a single account, then the Terms of Service incorporated in the latest Order posted on the effective date of the latest Order will govern the entire account. Rackspace may accept or reject any Order you submit in its sole discretion. Rackspace's provisioning of the Services described in an Order shall be Rackspace's acceptance of the Order.

An Order may be amended by a formal written agreement signed by both parties, or by an exchange of correspondence, including electronic mail, that includes the express consent of an authorized individual for each of us. Any such correspondence that adds or modifies Services in connection with an account established by an Order shall be deemed to be an amendment to that Order, notwithstanding the fact that the correspondence does not expressly refer to the Order.

Other than as stated herein, the Agreement may be modified only by a formal document signed by both parties.

If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: Order, Terms of Service, and the Acceptable Use Policy. If any part of the Agreement is found unenforceable by a court or other tribunal, the rest of the Agreement will nonetheless continue in effect, and we agree that the tribunal may reform the unenforceable part if it is possible to do so consistent with the material economic incentives of the parties resulting in this Agreement. Each of us may enforce each of our respective rights under the Agreement even if we have waived the right or failed to enforce the same or other rights in the past. Our relationship is that of independent contractors and not business partners. Neither of us is the agent for the other, and neither of us has the right to bind the other on any agreement with a third party. The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word "including" in the Agreement shall be read to mean "including without limitation." Sections 1, 7, 10, 16, 17, 18, 22, 24, 28, 29, 33 and all other provisions that by their nature are intended to survive expiration or termination of the Agreement shall survive expiration or termination of the Agreement.

If you have made any change to the Agreement documents that you did not bring to our attention in a way that is reasonably calculated to put us on notice of the change, the change shall not become part of the Agreement.

The Agreement may be signed in multiple counterparts, which, taken together, will be considered one original. Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and electronic signatures shall be deemed to be original signatures.

ADDITIONAL TERMS FOR CERTAIN SERVICES

30. DOMAIN NAME REGISTRATION SERVICES.

If you register, renew, or transfer a domain name through Rackspace, Rackspace will submit the request to its domain name services provider (the "Registrar") on your behalf. Rackspace's sole responsibility is to submit the request to the Registrar. Rackspace is not responsible for any errors, omissions, or failures of the Registrar. Your use of domain name services is subject to the applicable legal terms of the Registrar posted at http://www.rackspacecloud.com/legal. You are responsible for closing any account with any prior reseller of or registrar for the requested domain name, and you are responsible for responding to any inquiries sent to you by the Registrar.

31. BILLING SERVICES.

If you use our reseller billing services, then you appoint Rackspace your true and lawful attorney-in-fact to bill end users, charge end user credit cards, and receive the billing proceeds in accordance with this Section. You must obtain from each end user to be billed a specific authorization for Rackspace, doing business as "Web Hosting Billing Systems," to charge the end user's credit card for all charges payable to you pursuant to the agreement between you and the end user. You must provide Rackspace with the correct rate for any applicable sales or other tax to be billed. Rackspace is not obligated to begin billing an end user until 3 business days following the date that you have provided Rackspace with complete, consistent, and verifiable credit card and related billing information, and the end user has passed Rackspace's credit card acceptance criteria. You represent and warrant to Rackspace that the end user credit card authorization is complete and valid, and that all charges, including taxes, are accurate, bona fide, and in accordance with the law and your agreement between you and your end user. Rackspace will attempt to charge the end users' credit cards one time according to the collections process outlined in the Cloud Sites Control Panel. Rackspace will notify you if the charges are disallowed, canceled, charged back, or are otherwise uncollectible. Any further collection efforts are your responsibility. Rackspace will suspend end users for non-payment on your instruction in accordance with Rackspace's suspension procedures. Rackspace will remit billing proceeds to you on a monthly basis via electronic funds transfer, check, or other method it may choose in its sole discretion. Rackspace may hold billing proceeds for a reasonable period of time as necessary to ensure that the proceeds are not subject to any charge back or refunds. Generally, this means that the proceeds from the initial charge of a credit card will be held for 60 days, and subsequent charges will be held for 30 days. If total collected proceeds are less than £50.00, Rackspace may hold the proceeds for inclusion with the following month's remittance to you. You must repay any billing proceeds that Rackspace remits to you that are subsequently charged back by or refunded to the end users' credit card companies or other payment processors, regardless of the reason for the charge back or refund. Rackspace may, at its option, deduct from your monthly remittance or charge your credit card for any charge backs or refunds. You are responsible for reporting and remitting all taxes to the appropriate taxing authorities. Rackspace will provide support to you and your end user on end user billing issues. Such support shall include answering billing questions, processing refunds and service credits, and updating credit card information. Your indemnification obligations stated in the Section – 18 (Indemnification) include third party claims arising from Rackspace's provision of the billing services described in this paragraph, except and to the extent that such claims arise from Rackspace's negligence, misconduct, or violation of the law.

32. MAIL SERVICES.

32.1 Access. You may access you Mail Services over the web via our control panel, or via a Rackspace-provided API. Rackspace may modify its control panel or APIs at any time, or may transition to new APIs.

32.2 Management of the Service. Rackspace will provision your initial mail environment, but you are otherwise responsible for managing your mail service, including adding mailboxes, adding wireless or other service components, adding storage capacity, managing settings, and configuring spam filters.

32.3 Filtering. Rackspace will provide email filtering services designed to filter spam, phishing scams, and email infected with viruses. Rackspace recommends that you employ additional security measures, such as a desktop virus scanner and firewall, on computers that are connected to the Internet. Email that is quarantined by the filtering system is excluded from the Service Level Guaranty above. Rackspace will use commercially reasonable efforts to deliver your email messages. Third party filtering services may from time to time prevent successful delivery of your messages. You acknowledge that the technological limitations of the filtering service will likely result in the capture of some legitimate email and the failure to capture some unwanted email, including email infected with viruses. You hereby release Rackspace and its employees, agents, affiliates, and third party suppliers from any liability for damages arising from the failure of Rackspace's filtering services to capture unwanted email or from the capture of legitimate email, or from a failure of your email to reach its intended recipient as a result of a filtering service used by the recipient or the recipient's email service provider.

32.4 Memory Limitations. Mail that exceeds the storage limit when received may be permanently lost. You may adjust the storage capacity of your individual mailboxes via the control panel, and it is your obligation to monitor and adjust the storage capacity of individual mailboxes as needed. An individual email message that exceeds the per-message size limit may also be permanently lost. As of November 2008, the per-message size limit is 50MB.

32.5 Content Privacy. Your email messages and other items sent or received via the mail service will include: (i) the content of the communication ("content"), and (ii) certain information that is created by the systems and networks that are used to create and transmit the message (the "message routing data"). The content includes things like the text of email messages and attached media files, and is generally the information that could be communicated using some media other than email (like a letter, telephone call, CD, DVD, etc.) The message routing data includes information such as server hostnames, IP addresses, timestamps, mail queue file identifiers, and spam filtering information, and is generally information that would not exist but for the fact that the communication was made via email. The content of your items is your Confidential Information and is subject to the restrictions on use and disclosure described in these Terms of Service. However, you agree that we may view and use the message routing data for our general business purposes, including maintaining and improving security, improving our services, and developing products. In addition, you agree that we may disclose message routing data to third parties in aggregate statistical form, provided that we do not include any information that could be used to identify you.

32.6 Usage Data. We collect and store information related to your use of the Services, such as use of SMTP, POP3, IMAP, and filtering choices and usage. You agree that we may use this information for our general business purposes and may disclose the information to third parties in aggregate statistical form, provided that we do not include any information that could be used to identify you.

33. BETA SERVICES.

If you elect to participate in any beta test of a Rackspace Service (a "Beta Service"), then your use of the Beta Service is subject to the following terms:

• You acknowledge that the Beta Service is a pre-release version and may not work properly.
• You acknowledge that your use of the Beta Service may expose you to unusual risks of operational failures.
• You should not use the pre-release version of the Beta Service in a live production environment. You must not use the Beta Service in any hazardous environments, life support, or weapons systems.
• We may terminate the Beta Service at any time, in our sole discretion.
• The commercially released version of the Beta Service may change substantially from the pre-release version, and programs that use or run with the pre-release version may not work with the commercial release or subsequent releases.
• You are not entitled to any service level credits under our service level guaranties for downtime or other problems that may result from your testing.
• During the beta test we will provide support for your use of the service only during our normal business hours – 8:00 a.m. – 5:00 p.m. Central Time, and not 24x7 as with our standard services.
• You agree to provide prompt feedback regarding your experience with the Beta Service in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems you experience. You agree that we may use your feedback for any purpose, including product development purposes. At our request you will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your testing of the service shall be owned exclusively by Rackspace.
• You agree that all information regarding your beta test, including your experience with and opinions regarding the Beta Service, is "Confidential Information" of Rackspace, as defined in these Terms of Service, and may not be disclosed to a third party or used for any purpose other than providing feedback to Rackspace.
• The Beta Service is provided "AS IS" with no warranty whatsoever.
• To the extent permitted by applicable law, Rackspace disclaims any and all warranties with respect to the Beta Service including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• The maximum aggregate liability of Rackspace and any of its employees, agents, affiliates, or suppliers, under any theory of law (including breach of contract, tort, strict liability, and infringement) for harm to you arising from your use of the Beta Service shall be a payment of money not to exceed Five Hundred Pounds (£500.00).

These Terms and Conditions apply to the provision to the Client of Kane & Morrison Limited (K&M) of the Services as detailed in the Quotation or Proposal.

1. Definitions

1.1 In these Terms and Conditions, unless the context otherwise requires, the following words shall have the following meanings:

"Agreement" means these Terms and Conditions together with the Order Form and the Proposal;

"Client Materials" means all Client documents, data, graphics, copy and other materials (including without limita-tion web based materials) that are:

(a) Required in order for K&M to provide the Services; and/or

(b) Provided to K&M for incorporation into any Deliverables or otherwise in connection with the provision of the Services; and/or

(c) Incorporated into any Deliverables by the Client and/or uploaded by or on behalf of the Client onto K&M (or its third party internet service provider's) servers;

"Deliverables" means all materials (including without limitation web based materials) developed by K&M for the Client as part of the Services but excluding any Client Materials;

"Development Services" means website, software and/or database design and development services;

"Fees" means the fees specified in the Proposal;

"Foreground Intellectual Property Rights" means all Intellectual Property Rights arising in the course of provision of the Services;

"Hosting Services" means website hosting services;

"Intellectual Property Rights" means any patents, registered trade marks and registered designs (including ap-plications and the right to apply for any of the same in any country in the world), any other rights in inventions, discoveries and improvements, unregistered trade marks, trade names or get-ups, copyright, moral rights, de-sign rights, database rights, rights in domain names, know-how and any other industrial or intellectual property right subsisting in any country in the world;

"Order Form" means the form on which the Client orders the Services;

"Proposal" means the proposal or quotation for Services referred to in the Order Form; and

"Services" means the services set out in the Proposal.

"K&M" means Kane & Morrison.

1.2. In the event of any conflict between these Terms and Conditions, the Proposal and/or the Order Form, the order of precedence shall be as follows:

(a) Proposal

(b) These Terms and Conditions

(c) Order Form.

2. Services

2.1. K&M shall provide the Services in accordance with these Terms and Conditions using reasonable skill and care and shall use reasonable endeavors to meet any relevant dates or project plans set out in the Proposal.

2.2. Nothing in this Agreement shall impose on K&M any duty of exclusivity to the Client or any restriction on thefc performing services of any kind at any time for any third party.

2.3. K&M may from time to time effect changes in the specification of the Services in order to comply with any law or regulation or which do not have any materially adverse effect on the quality of the Service provided to the Client.

2.4. Where K&M obtains as part of the Services third party software, upgrades or service patches for installation and use by the Client, the Client shall enter into direct licences for such software with the relevant third party provider, and K&M shall have no liability in respect of the same.

2.5. K&M may, at its sole discretion and at no charge to the Client, update, modify or amend the contents or coding behind any website designed, developed and/or hosted by K&M as part of the Services in order to main-tain or improve technical quality or performance or consistency in light of usage experience or browser or soft-ware enhancements, insofar as such background modifications will be minor or imperceptible to the Client and other users.

2.6. No representation or warranty of any kind is made by K&M regarding the overall performance of any web-site designed, developed and/or hosted by K&M as part of the Services, as regards the number of hits or page impressions recorded, or placement or ranking on any search engine or internet directory.

2.7. The Client shall have been deemed to have accepted all Deliverables upon delivery.

2.8. Unless otherwise stated in the Proposal, the Client agrees (i) to the incorporation of a credit to K&M in the Deliverables, and (ii) to the incorporation of a hyperlink to the homepage of K&M's website within the Client's website:

(a) where such website is designed and/or developed by K&M, for as long as such website is active; and/or

(b) where such website is hosted by K&M, for at least as long as such hosting continues.

2.9. The Client will not engineer-out or remove the link referred to in clause 2.8 from within its website.

2.10. The Client agrees that the Deliverables may be referred to by K&M and that its website may be linked to or referred to by K&M in a portfolio of work either online or offline.

2.11. Errors and omissions - It is the Client's responsibility to check proofs carefully for accuracy in all respects, including but not limited to prices, spelling, dimensions and distances. K&M is not liable for errors or omissions. The Client's signature or that of his authorized representative is required on all proofs or artwork prior to release for printing or other implementation.

2.12. Revisions and alterations - New work requested by the Client and performed by K&M after a pro-posal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a revised pro-posal/estimate to you, and both parties must agree to a revised additional fee before further work proceeds. It is normal practice for contact reports to be issued by K&M's staff of meetings between the Client and K&M. If the subject matter of a contact report is not questioned by the Client within three working days of its receipt, it will be taken to be a correct record of the meeting to which it refers. Author's alterations and other copy changes requested after layouts or mechanicals are completed are billed at our standard hourly rates.

2.13. Over runs and under runs (Printed Material) - Some printers' terms enable them to deliver over or under the quantity ordered and to charge accordingly. In K&M cases the Client will accept over runs or under runs that do not exceed +/- 10% of the quantity ordered and K&M will bill for the actual quantity delivered within this tol-erance.

2.14. Placement of advertising - At your request, we will purchase media space on your behalf which will be billed to you at current rates plus the standard agency commission. The Company cannot be held liable for ad-vertising that does not appear on a particular time/date or issue or in a particular position or break.

2.15. Property and suppliers performance - The Company will take all reasonable precautions to safeguard property entrusted to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all services. Although we may use our best efforts to guard against any loss arising from the failure of our suppliers, media, or others to perform in accordance with their commitments, K&M is not responsible for failure on their part. We cannot in any way be held responsible for quality, price, performance or delivery of materials made or supplied by third parties where the work has been placed directly by the Client or his agents.

3. Client Materials

3.1. Where the provision of the Services depends upon certain Client Materials:

(a) the Client shall provide K&M with such Client Materials promptly in accordance with the Proposal or oth-erwise upon request; and

(b) the Client warrants that working the Client Materials shall be accurate and suitable for their intended pur-pose and, in the event of any breach of this warranty, K&M shall be entitled to charge the Client at its stan-dard rates for any additional work incurred by K&M as a result of such breach.

3.2. The Client warrants that the Client Materials, including without limitation material intended to be hosted as part of the Hosting Services or incorporated into any website or design as part of the Development Services, shall not:

(a) contain any material which shall or may disrupt the provision of services by K&M to third parties or net-work performance in general;

(b) contain any virus, worm, trojan horse or similar element;

(c) be offensive, defamatory, obscene, abusive, menacing, indecent or otherwise contrary to public violate, breach or infringe the rights of any third party anywhere in the world (including without limitation any Intellec-tual Property Rights) decency and morality; or

(d) comprise any material the display, transmission or use of which on the internet shall not otherwise be un-lawful.

3.3. It is the Client's responsibility to retain a back up copy of all Client Materials. K&M shall use its reasonable endeavours to ensure that no Client Materials (including without limitation any data and/or confidential informa-tion included in any Client Materials) are damaged, lost or disclosed or made available to any third party other than in the performance of the Services. However, the Client acknowledges and agrees that K&M shall have no liability for any loss or corruption of or damage to, or any unauthorised disclosure or access to, any Client Mate-rial (including without limitation any data and/or confidential information included in any Client Materials) however caused.

4. Development Services

4.1 The provisions of this clause 4 shall apply only where the Services include Development Services.

4.2. Where indicated in the Proposal, K&M will provide to the Client up to three design proofs of the relevant Deliverables. The third design proof will be deemed to be the final design proof and is submitted for the Client's sign-off. K&M shall be entitled to charge the Client at its standard rates from time to time for any amendments or additions requested by the Client further to the final design proof.

4.3. K&M shall have no liability in respect of any errors in any design proofs or the Deliverables resulting from the final design proof where such errors were not corrected by the Client at the time of its review of the relevant proofs.

4.4. Where the Proposal indicates or the Client otherwise requests that K&M undertake the relevant Develop-ment Services without the preparation of proofs then the Client acknowledges and agrees that K&M shall:

(a) be entitled to produce the Deliverables without submission or reference to the Client; and

(b) have no liability in respect of any aspect of the text layout or style of the Deliverables that does not accord with the Client's wishes and shall have no obligation to check whether the Deliverables are likely to do so.

4.5. K&M shall not be obliged to accept any amendments to the scope of the Development Services or the final design proof or to vary or add to any Work, where such amendments fall outside the scope of the Proposal. K&M shall be entitled to charge the Client for all additional work and costs incurred in connection with any al-terations to the scope of the Development Services or the final design proof following sign off pursuant to clause 4.2 (other than corrections of any error by K&M) at K&M's standard rates from time to time.

4.6. Any preliminary work undertaken by K&M prior to provision of design proofs at the Client's request which is not included within the Proposal shall be paid for by the Client at K&M's standard rates from time to time.

5. Hosting Services

5.1. The provisions of this clause 5 shall apply only where the Services include Hosting Services.

5.2. Unless the Proposal states otherwise, the minimum agreed period for the Hosting Services is one year. The Client may thereafter cancel the service by serving 30 days' written notice prior to the yearly renewal date and the Client shall incur no additional Fees in respect of the Hosting Services. The Client may cancel the Hosting Service at any time upon written notice to K&M provided that the Client shall not be entitled to any refund of (and shall remain liable for) the Fees for the Hosting Services for the year in question.

5.3. The Client shall provide the material to be stored as part of the Hosting Service via the mechanism and in the form specified by K&M.

5.4. Any user name and password provided to the Client by K&M shall be kept confidential and may not be dis-closed to third parties, and may only be used in relation to the provision of the Services. The Client will pay to K&M any additional charges incurred by K&M arising from any unauthorised use of a user name and/or pass-word.

5.5. K&M and/or its representative have the right, but have no obligation, to inspect the content of material stored as part of the Hosting Service to ensure the Client's compliance with this Agreement.

5.6. The Client shall not use the servers on which the Hosting Service is provided to send unsolicited or spam emails to any Internet user.

5.7. The Client acknowledges that K&M engages a third party internet services provider to provide the Hosting Service. K&M shall use its reasonable endeavours to ensure that the web pages stored as part of the Hosting Service are available via the internet on a 24/7 basis. However, owing to the nature of the Internet, K&M cannot and does not warrant that the hosted material will be continuously available. K&M accepts no liability whatso-ever for any loss or damage caused by interruptions in the Hosting Service availability and/or for any action or inaction by the third party internet service provider.

5.8. The Client shall not do any act (including without limitation monopolising available resources) which shall or may disrupt the provision of services by K&M to third parties or network performance in general.

5.9. In the event that the Client breaches any provision of this clause 5, K&M shall be entitled to immediately suspend or terminate the Hosting Services and the Client shall not be entitled to any refund of Fees.

6. Title and risk

6.1. All tangible Deliverables supplied by K&M to the Client shall be at the Client's risk from the date of delivery to the Client or elsewhere at the Client's direction.

6.2. Title to all Deliverables remains with K&M until payment of all relevant Fees has been received in full.

6.3. The Client acknowledges that it is in possession of all tangible Deliverables as a fiduciary until such time as ownership passes to the Client and, until such time, K&M may for the purpose of recovery of tangible Deliver-ables enter any premises upon which they are stored or where they are reasonably thought to be stored and may repossess the same.

6.4. If any such Deliverables are damaged in transit to the Client's premises, the Client must notify the carrier and must not sign that the goods have been received in good condition. Subject to compliance with the forego-ing, K&M will rectify or redo (whichever is the more suitable) the relevant Deliverables as soon as is reasonably practicable.

6.5. Rights of ownership (Graphic Design & Printed Material) - Once a project has been delivered by us and is fully paid for by the Client, K&M will assign the reproduction rights of the design for the use(s) described in the proposal. According to copyright law, the rights to all design and artwork, including but not limited to photogra-phy, music and or illustration created by independent photographers, artists or illustrators retained by K&M, or purchased from a stock agency on behalf of the Client, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of "All Rights" (a Buyout) is negotiated on behalf of K&M, you may not use or reproduce the design, work or the property therein for a purpose other than the one(s) originally stipulated. If you wish to use the design we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and the payment of any additional fees before proceeding. (cont.)

Master artwork including roughs, visuals, mock-ups and presentations is the property of K&M and will not be released or copied for the Client or any third party to use in any way whatsoever without prior written agreement by a director of K&M. We reserve the right to photograph and/or distribute or publish for our firm's promotional and marketing needs any work we create for you, including roughs, visuals, mock-ups and presentations, as samples for our portfolio, newsletter, brochures, presentations and website and for entry for awards. We will endeavour to store files on computer disks for a period of 6 months beyond the delivery of a job. Thereupon, we reserve the right to discard them without notice.

7. Prices and Payment

7.1. The Client shall pay all Fees in accordance with the terms set out in the Proposal. Unless stated otherwise in the Proposal, all Fees are payable within 14 days of the date of K&M's invoice.

7.2. K&M may increase any Fees relating to the Hosting Services on any anniversary of the date of commence-ment of the Hosting Services upon not less than 30 days' written notice to the Client. The Client shall be entitled to terminate this Agreement in respect of the Hosting Services immediately upon written notice to K&M following receipt of such notification.

7.3. The Fees and all other sums payable under this Agreement are exclusive of VAT and/or any other applica-ble sales taxes. the Client shall be responsible for paying any taxes that arise under this Agreement other than any tax based on K&M's income.

7.4. If the Client fails to pay the Fees or any other sums due under this Agreement by the relevant due date, K&M reserves the right to:

(a) charge interest at a daily rate on all sums outstanding until payment in full is received whether before or after judgment at a rate of 4% above the base rate of Barclays Bank plc from time to time. K&M reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and/or

(b) suspend the Services until payment is received in full, and the Client shall reimburse K&M for all reason-able costs and expenses incurred by K&M arising from such suspension.

7.5. Payment of the Fees and all other sums payable under this Agreement shall be made in full without any set off or deduction whatsoever.

7.6. In the event of any termination or suspension of the Services prior to completion or delivery of the Deliver-ables, in addition to the other rights and remedies of K&M under this Agreement, K&M shall be entitled to im-mediate payment for all work in progress.

7.7. In the event that the completion of any Services is in K&M's opinion unreasonably delayed due to the Cli-ent's failure to provide any Client Materials necessary to complete the Services then, notwithstanding the pay-ment terms in the Proposal, K&M shall be entitled to immediately charge the Client for the value of the work in progress, and to suspend the provision of the Services until such time as payment is made for such work in progress in full.

7.8. For the avoidance of doubt, the Client shall be liable for the full costs of the Services whether or not follow-ing execution of this Agreement the Client determines that the Services are no longer required.

8. Intellectual Property Rights

8.1. All Foreground Intellectual Property Rights shall be owned by K&M.

8.2. K&M grants to the Client a non-exclusive royalty-free licence of such Intellectual Property Rights as is nec-essary to enable the Client to use the Deliverables for the purpose set out in the Proposal but for no other pur-pose.

8.3. K&M warrants that the use of the Foreground Intellectual Property Rights by the Client in accordance with the licence granted in clause 8.2 shall not infringe the Intellectual Property Rights of any third party, and K&M shall indemnify the Client from and against any liability incurred by the Client as a result of a breach of the war-ranty in this clause 8.3.

8.4. The Client warrants that it owns or is licensed to use all Intellectual Property Rights in the Client Materials. All such Intellectual Property Rights shall remain the property of the Client and/or its licensors provided that the Client grants K&M a non-exclusive, royalty-free licence to use the same for the purposes of providing the Serv-ices.

8.5. The Client warrants that K&M's use of the Client Materials for the purposes of the provision of the Services shall not infringe the Intellectual Property Rights of any third party and the Client agrees to indemnify K&M against any liability arising from the use of said material.

8.6 Where K&M uses stock photography, unless otherwise stated in the proposal, it will be through iStock International inc. Material will be licensed under the iStock standard license terms and for the explicit use of the proposal.

9. Indemnity and limitation of liability

9.1. The Client shall indemnify and shall keep indemnified K&M from and against any claims, costs, losses, damages, expenses (including legal fees) and liabilities arising out of or in connection to any breach by the Client of any of the terms of this Agreement including, without limitation, any warranties given by the Client.

9.2. Except as expressly set out in this Agreement, all warranties, undertakings, conditions and terms, express or implied, whether by common law, statute, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, performance or fitness for purpose, in respect of the provision of the Services are hereby excluded to the fullest extent permitted by law.

9.3. Nothing in this Agreement shall exclude or restrict the liability of either party to the other for death or per-sonal injury resulting from the negligent act of one party or for liability for any fraudulent misrepresentation by a party to this Agreement.

9.4. Subject to clauses 9.3 and 9.5, the liability of K&M to the Client in contract, tort or otherwise arising out of or in connection with this Agreement shall be limited for any one incident or series of incidents to the total Fees paid by the Client in respect of the Services.

9.5. Subject to clause 9.3, in no circumstances shall either party be liable to the other under or in connection with this Agreement whether in contract, tort or otherwise (including negligence) for any indirect, economic or consequential loss whatsoever for any loss of business, loss of contracts, loss of profits, loss of use, any dele-tion corruption, destruction, loss or removal of data, loss of goodwill or loss of reputation even if such loss was reasonably foreseeable or one party had advised the other of the likelihood of their incurring the same.

9.6. The provisions of this clause 9 shall continue notwithstanding any termination of this Agreement.

10. Termination

10.1. This Agreement may be terminated by either party immediately on written notice if:

(a) the other commits a material or persistent breach of any term of this Agreement; or

(b) an interim order is made, or a voluntary arrangement approved, or if a petition for bankruptcy order is presented or a bankruptcy order is made against the other party or if a receiver or trustee is appointed of the other party's estate or a voluntary arrangement is approved or a notice is served of intention to appoint and administrator or an administrator is appointed by Court order or by any other means, or a receiver or admin-istrative receiver is appointed over any of the other party's assets or undertaking or a resolution or petition to wind up the other party is passed or presented (otherwise than for the purposes of reconstruction or amal-gamation), or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, adminis-trative receiver or administrator or to present a winding up petition or make a winding up order.

10.2. Upon termination of this Agreement for any reason, all amounts then owed to K&M shall immediately be-come due and payable.

10.3. Any termination of this Agreement shall be without prejudice to any other rights or remedies either party may be entitled to under this Agreement or at law.

10.4. K&M may terminate this Agreement at any time subject to repayment of all sums paid by the Client in re-spect of the Services.

11. General

11.1. K&M shall not be liable to the Client for any delay in or for failure to perform its obligations under this Agreement, if that delay or failure is caused by circumstances beyond the control of K&M including, without limitation, acts of God, failure of shortage of power supplies, flood, fires, strikes, insurrection, riots, embargoes, failure of a telecommunications or internet service provider, computer virus, worm or trojan horse, denial of serv-ice or other internet based attack, acts or failure of subcontractors or other third parties or regulations of any civil or military authority.

11.2. The Partner shall not be entitled to assign, subcontract or otherwise transfer this Agreement nor any of its rights or obligations under this Agreement. K&M may assign or subcontract any or all of its rights or obligations under this Agreement.

11.3. No variation of this Agreement shall be valid unless it is in writing and signed by an authorised representa-tive of each of the parties.

11.4. Time shall not be of the essence in respect of the provision of the Services.

11.5. K&M is an independent contractor and neither K&M, nor its employees, subcontractors or consultants shall be deemed employees of the Client and nothing in this Agreement shall constitute or imply any joint ven-ture, agency or fiduciary relationship between the parties.

11.6. The failure or delay of K&M to exercise or enforce any right under this Agreement shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any later time. Any waiver by K&M of a breach of any provision of this Agreement will not constitute a waiver of any subsequent breach of the same or any other provision.

11.7. This Agreement constitutes the entire understanding between the parties with respect to their subject matter and supersedes and replaces all prior agreements, negotiations and discussions between the parties relating to it. The Client confirms and acknowledges that it has not been induced to enter into this Agreement by any representation, warranty, or undertaking not expressly incorporated into it. However, nothing in this Agree-ment purports to exclude liability for any fraudulent statement or act.

11.8. The parties agree that they do not intend any term of this Agreement to be enforceable by anyone who is not a party to this Agreement.

11.9. If any provision of this Agreement shall be held to be unlawful, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be severed from this Agreement and rendered ineffective as far as possible without modifying or affecting the legality, validity or enforceability of the remaining provisions of this Agreement which will remain in full force and effect.

11.10. Any notice to be given under this Agreement shall be in writing and shall be delivered by hand, sent by first class post or airmail or sent by fax (such notice to be confirmed by letter posted within 12 hours) to the ad-dress of the other party set out in this Agreement (or such other address as may have been notified). Any such notice or other document shall be deemed to have been served: if delivered by hand - at the time of delivery; if sent by post - upon the expiration of 48 hours after posting (or 5 days after posting if sent by airmail); and if sent by fax - at 9:00am on the next business day after the fax was dispatched.

11.11. This Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the non-exclusive jurisdiction of the English Courts.