1. WHAT FORMS THE AGREEMENT

1.1. By applying for our Services, you, the customer, agree that these Terms shall apply to those Services. These Terms shall come into force if and when we, Logic Routes Internet Limited email you to confirm acceptance of your application.

1.2. You also agree that applicable Specific Terms will apply to particular Services. We shall notify you of these Specific Terms when you apply for a Service. These Specific Terms will come into force when we email you to confirm acceptance of your application
for those Services.

1.3. These Terms set out all the terms agreed between us about the subject matter of this Agreement. These Terms take the place of all previous negotiations, understandings and representations.


2. DEFINITIONS

2.1. In these Terms, certain words and phrases have defined meanings: Word or Phrase Meaning Agreement These Standard Terms & Conditions, together with any Specific Terms;
Confidential Information The trade secrets, operations, processes, plans, intentions, product information, prices, know-how, designs, customer lists, market opportunities, transactions, affairs and/or business of you or us; Intellectual Property Rights Copyright, database right, patents, registered and unregistered design rights, registered and unregistered trade marks, and all other industrial, commercial or intellectual property rights existing in any
jurisdiction in the world and all the rights to apply for any of these; Interest Rate 2% above Barclays Bank plc’s base rate per annum; Month A period of one calendar-month from the
Start Date or any monthly anniversary of the Start Date; Server Any server that we allow you to access or in which we allocate you resources; Services The services provided by us to you under these Terms or the applicable Specific Terms; Software Any software that we licence to you under this Agreement; Specific Terms Any of our Specific Terms that are
applicable for particular Services; Start Date The date on which we email you to confirm
acceptance of your application; System The computer system in your possession, on which the Software is to be installed; Terms These Standard Terms & Conditions; Year A twelve calendar-month period from the Start Date and anniversaries of the Start Date;


3. INTERPRETATION

3.1. In these Terms:

3.1.1. References to clauses are to the clauses of these Terms;

3.1.2. References to paragraphs are to the paragraphs of Specific Terms;

3.1.3. Headings are for ease of reference only;

3.1.4. References to any gender includes any other gender and the singular includes the plural and vice versa;

3.1.5. Wherever the words “including”, “include”, or “includes” or are used they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires.

3.2. All rights and remedies referred to in this Agreement are cumulative and not to the exclusion of other rights and remedies, unless expressly stated otherwise.


4. LAW

4.1. This Agreement is governed by English law.


5. HOW WE VARY THIS AGREEMENT OR A SERVICE

5.1. We, but not you, may vary this Agreement or a Service by notifying you of the change by email or in writing. We will give you a reasonable period of notice of the variation.

5.2. If we vary a Service, we may increase the fees for that Service.

5.3. If we notify you of variation of a Service, you may cancel that Service for any reason by giving not less than 14 days notice from the date on which you receive notice of the variation from us. We shall refund you a proportion of the fees representing the number of
paid-for days of Service that you will not be receiving due to termination.


6. WE DEPEND UPON EACH OTHER

6.1. If we fail to do something that we ought to do under this Agreement and that directly causes you to fail to do something that you ought to do under this Agreement then we will not treat your failure as a breach of contract in those circumstances. You will treat us in the
same way.


7. YOUR OBLIGATIONS

7.1. Whilst this Agreement is in force, you shall

7.1.1. Comply with our reasonable instructions, guidelines and directions about the use of the Services, and;

7.1.2. Not sell, deal, transfer, or otherwise make available the Software or the Services to any third party for any purposes unless we have previously agreed with you by email or in
writing.

7.2. You agree that you shall ensure that you comply with your obligations under the Data Protection Act 1998 and under UK law.


8. SPECIFIC TERMS

8.1. Unless any Specific Terms states otherwise:

8.1.1. Specific Terms shall take affect from the date on which they are first signed by both parties;

8.1.2. Where a Service includes the provision of connectivity to the internet or access to a Server, you shall not be entitled to such Service until we notify you (by email, telephone or in writing) that it is ready for use;

8.1.3. If there is any conflict or inconsistency between these Terms and Specific Terms in relation to a particular Service, the Specific Terms shall have precedence for that Service.


9. WARRANTIES

9.1. You warrant that you have the full power and authority to enter into this Agreement.


10. CONFIDENTIALITY

10.1. Each of us shall, for the Confidential Information for which each of us is the recipient:

10.1.1. Keep the Confidential Information strictly confidential and not disclose any part of it to any person except as permitted by or as required for the performance of the recipient’s
obligations under this Agreement;

10.1.2. Take all reasonable steps to prevent unauthorised access to the Confidential Information;

10.1.3. Not use the Confidential Information other than for the purposes set out in this Agreement.

10.2. Each of us may disclose the Confidential Information to, and allow its use in accordance with this Agreement by the following (as long as the conditions in clause 10.3 are met):

10.2.1. Employees and officers of the recipient who require it for the recipient to perform its obligations under this Agreement;

10.2.2. The recipient’s auditors and professional advisors solely for the purposes of providing professional advice.

10.3. As a condition of the rights set out in clause 10.2 the party wishing to exercise the rights must:

10.3.1. Ensure that any party to whom it discloses Confidential Information is under an obligation of confidentiality about such Confidential Information; and

10.3.2. Procure that such persons observe the restrictions in this clause 10.

10.4. With the exception of the Software and the Services, the restrictions in clause 10.1 do not apply to any information to the extent that it:

10.4.1. Is or comes within the public domain other than through a breach of clause 10.1; or

10.4.2. Is in the recipient’s possession (with full right to disclose) before receiving it from the other party; or

10.4.3. Is lawfully received from a third party (with full right to disclose); or

10.4.4. Is independently developed by the recipient without access to or use of the Confidential Information.