Legal Stuff

I’d love to be able to present all my documents in plain English. However, this is the real world and as you’ll probably agree, it’s prudent to have the necessary legal text. The current versions can be found here.

Please note that I charge a ‘kill fee’ for projects that are cancelled by clients after I’ve started work.

No employee or agent is authorised to conclude any binding agreement on behalf of Another Cup of Coffee Limited with another party without express written confirmation by Anthony Lopez-Vito (director).

Control panel and server access

During the course of my work with you, I may need access to your hosting control panel, servers and third-party service provider accounts. I will access these accounts under the following conditions:

  1. Email is not a secure method of communication so login credentials should be sent to me through a secure channel. I recommend the password sharing feature offered by LastPass. If you choose to send sensitive information via email, you understand that email is insecure and do so at your own risk.

  2. It is your responsibility to keep reliable and up-to-date backups of all your files, databases and important information.

  3. Data loss through human or technical error is common and the risk is well-known in the industry. I will access your accounts with reasonable skill and care but won’t be held liable for any damages resulting from data loss while accessing your accounts.

  4. I won’t be held liable for any fees incurred while accessing the services.

  5. I store login credentials in an encrypted password manager and take reasonable steps to protect my internal computer systems. However, even large corporations are known to suffer breaches (“hacks”) to their computer systems. The size and value of my typical project means that in the event of a breach, we may not be able to trace the cause or source. I won’t be held liable for any security breaches to your computer systems or those of your service providers.

Work Agreement

This Work Agreement applies if you have accepted a quotation or estimate that we have submitted to you.

Another Cup Of Coffee Limited (“ACC”, “We”, “Us” or “Our”) provides web development services, information technology (IT) consultancy services, and a platform for internet web hosting services to its clients (the “Clients” or “Subscribers” or “you” or “your”). Additionally, We may provide services involving registration, transfer or renewal of domain name among others.

This Work Agreement (i) constitutes a legal and binding agreement between you and Us; (ii) are the complete and exclusive agreement between the parties regarding the subject matter; (iii) supersede and replace any prior understanding or communication, whether written or oral, and (iv) do not benefit any other person or entity.

Work Agreement Contract Details

1. SERVICES

  1. Subject to and in accordance with the terms and conditions of this Agreement, the Client shall engage Another Cup Of Coffee Limited (“ACC”, “We”, “Us” or “Our”) to provide consultancy services in relation to development and maintenance of the Client’s information technology (IT) systems (“Services”) and ACC agrees to provide the Services as described in this Work Agreement.

  2. ACC shall devote such time to the Services as shall be reasonably be appropriate from time to time.

  3. The Client shall provide ACC with such support, information, equipment and facilities as is required and/or ACC may reasonably request to provide the Services in an effective manner.

  4. ACC shall perform the Services with reasonable skill and care.

  5. The parties acknowledge and agree that ACC may take other appointments.

  6. ACC shall have the right to engage such individuals and other consultants as ACC shall judge required to carry out the agreement.

  7. Terms of Service and Acceptable use Policy for our online services can be found at http://anothercoffee.net/legal.

2. DURATION

  1. This Agreement shall commence with effect from the date of acceptance of our quotation (the “Effective Date”) and shall, subject to the provisions of Clause 5 below, continue until the end date specified on our project plan.

3. FEES AND EXPENSES

  1. In consideration for the obligations undertaken by ACC under this Agreement, the Client shall pay to ACC the fees set out in the accepted quotation. Fees shall be payable by the Client to ACC on the last week of each calendar month or, in each case, if later, 14 days after ACC has sent a relevant invoice.

  2. The fees and expenses shown in the quotation are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. Hourly fees, when been agreed upon, will be payable with a minimum in 10 minute increments.

  3. The Client shall reimburse ACC all expenses it incurs in the course of carrying out its obligations under this Agreement within 14 days of receipt of a relevant expenses claim attaching reasonable evidence of such expenditure. If the Client wishes ACC to carry out elements of the Services that will entail significant expenditure to ACC then ACC shall be entitled to require from the Client a sum of money in advance in respect of expected expenses. On completing the relevant element of the Services, ACC shall, as soon as reasonably practicable, submit to the Client an expenses claim attaching reasonable details of expenditure. To the extent the sum is more than the expenses incurred by ACC, ACC shall reimburse the Client the surplus amount within 14 days of the expenses claim. To the extent the sum is less than the expenses incurred by ACC, the Client shall pay to ACC an additional amount to cover the expenses within 14 days of the expenses claim. All expenses are to be agreed with the Client before they are incurred.

  4. The Client must assume that all additions, alterations, changes in content, layout or process changes requested by The Client, will alter the time and cost. The Client shall offer the ACC the first opportunity to make any changes.

  5. All sums payable to ACC under this Agreement are, unless otherwise stated, exclusive of VAT and other duties, taxes and similar levies.

  6. The Client shall make all payments due to ACC under this Agreement in immediately available funds without set-off or counterclaim whatsoever.

  7. ACC shall be entitled to interest on any overdue amount under this Agreement at a rate of 3% per annum above LIBOR from the due date of payment until actual payment, before and after judgment, calculated on a daily basis and compounded monthly.

  8. A cancellation fee is payable in the event of cancellation of the project by The Client. (See DISCRETIONARY TERMINATION & CANCELLATION FEE.)

  9. Unless otherwise arranged, all sums payable under this Agreement shall be paid in UK pounds sterling.

4. CONFIDENTIALITY

  1. Except as provided by clauses 4.2 and 4.3, both parties shall at all times during the continuance of this Agreement and after its termination:

  2. use all reasonable endeavours to keep all information that could reasonably be considered to be confidential (“Restricted Information”),  confidential and accordingly not disclose any Restricted Information to any other person; and

  3. not use any Restricted Information for any purpose other than the performance of its obligations under this Agreement.

  4. Any Restricted Information may be disclosed by ACC to any employees of ACC to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and subject in each case to ACC using reasonable endeavours to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made

  5. Restricted Information may be used by ACC for any purpose, or disclosed by ACC to any other person, to the extent only that:

  6. it is at the date hereof, or hereafter becomes, public knowledge through no fault of ACC; or

  7. it can be shown by ACC to have been known to ACC prior to its being disclosed by the Client to ACC.

5. LIABILITY

  1. ACC shall carry out its obligations set out in this Agreement with reasonable skill and care.

  2. ACC’s liability under this Agreement shall be limited in aggregate to one quarterly installment of the fees referred to in Clause 3.

  3. Save as set out in Clause 5.2, ACC shall have no liability whatsoever to the Client in respect of this Agreement including, without limitation in contract, tort, negligence or strict liability.

  4. Except as is expressly set out in this Agreement, ACC makes no warranties, express or implied, to the Client. In no event will ACC be liable to the Client for any special, consequential, incidental, exemplary or indirect damages, or for “lost profits” even if advised of the possibility thereof, regardless of the theory of liability (including without limitation, tort, contract, negligence or strict liability).

  5. The parties agree that any claim against ACC relating to this Agreement shall be wholly barred and unenforceable unless ACC shall have received written notice from the Client containing full written particulars of the matters and circumstances forming the basis of the claim within the period of 12 months from the earlier of the date of termination of this Agreement and the date on which the cause of the claim arose.

  6. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

6. TERMINATION

  1. Either party may terminate this Agreement by notice in writing to the other in the event that the other party:

    1. breaches any term of this Agreement and such breach is incapable of remedy or, if the breach is remediable, it continues for a period of 30 days after written notice requiring the same to be remedied has been given to the party in breach; or

    2. gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for the winding up of the other (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of the other or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt; or

    3. gives sufficient advance notice for Discretionary Termination (cancellation of the projcect).

  2. For the purposes of Clause 6.1.1, a breach shall be deemed to be remediable if the relevant party complies with the term of this Agreement in question in all respects other than time of performance. A failure to pay any amount due under this Agreement shall not be considered to be remediable for the purposes of this Agreement.

  3. Termination shall be without prejudice to the accrued rights and remedies of the parties up to the date of termination

  4. The terms of clauses 4 (Confidentiality), 5 (Liability), 6 (Termination), 7 (Notices), 9 (Force Majeure), 10 (Miscellaneous) and 11 (Governing Law) shall survive the termination (howsoever arising) of this Agreement.

7. DISCRETIONARY TERMINATION & CANCELLATION FEE (‘KILL FEE’)

  1. For the purposes of Clause 6.1.3, in the event of cancellation of the project by the Client:

    1. Ownership of all copyrights and the original artwork shall be retained by ACC;

    2. ACC will retain all payments already made as of the notification date;

    3. The Client shall pay for all expenses incurred as of the date of notification of termination, and;

    4. The Client shall pay a cancellation fee for work completed. If the project is on an hourly basis, the cancellation fee is 100% of the hours already completed for the project at the time of cancellation plus 30% of the remaining hours that were expected to be completed on the project. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. If the project is on a fixed price basis, the cancellation fee is 30% of the total project fee.

  2. For the purposes of Clause 6.1.3, in the event of cancellation of the project by ACC:

    1. ACC will retain (or, if not paid in advance, will be due) all costs already incurred and a prorated portion of the fees for services performed up to the termination date;

    2. ACC will the assist The Client in transferring the project to another service provider, and;

    3. ACC will assign sufficient IP rights to Client to allow The Client to continue the project.

8. NOTICES

  1. Any notice or other communication required or authorised to be given under this Agreement (a “notice”) shall be in writing and may be served by email, personal delivery or by first class recorded delivery post.

  2. Subject to proof to the contrary, notices shall be deemed served:

  3. in the case of a notice delivered personally, at the time of delivery;

  4. in the case of a notice sent by post, on the second business day following the day of posting.

  5. For the purpose of this clause “business day” means any day other than a Saturday, Sunday or a day which is a public holiday in the place both of posting and of address of the notice.

  6. Notices shall be served on the parties at the addresses specified in our Project Portal.

  7. Each of the parties shall notify the other in accordance with this clause of any change in any of the details set out or referred to in Clause 7.4 which details shall then be deemed to have been amended accordingly.

9. ASSIGNMENT AND SUB-CONTRACTING

  1. Neither party shall assign, transfer or charge or purport to assign, transfer or charge this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of the other.

  2. This Agreement shall be binding upon and enure to the benefit of the successors and assigns of the Client and (where the Client’s written consent is given) the successors and assigns of ACC.

10. FORCE MAJEURE

  1. Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion, industrial dispute, sickness or incapacity of key staff (“force majeure”).  If such delay or failure continues for at least sixty (60) days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.

11. MISCELLANEOUS

  1. Save as expressly provided herein, this Agreement shall operate to the entire exclusion of any other agreement or understanding of any kind between the parties hereto preceding the date of this Agreement and in any way relating to the subject matter of this Agreement.

  2. This Agreement constitutes the whole agreement and understanding of the parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.

  3. Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty or representation.  The only remedy available to it for breach of such warranties or representations shall be for breach of contract under the terms of this Agreement.  Nothing in this clause shall, however, operate to limit or exclude liability for fraud.

  4. Any amendment to this Agreement shall be in writing, signed by the parties and expressed to be for the purpose of such amendment.

  5. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.

  6. All rights, remedies and powers conferred upon the parties are cumulative and shall not be deemed or construed to be exclusive of any other rights, remedies or powers now or hereafter conferred upon the parties by law or otherwise and any failure at any time to insist upon or enforce any such right, remedy or power shall not be construed as a waiver thereof.

  7. If any clause or part thereof of this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other clause or part thereof all of which shall remain in full force and effect.

  8. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.  Either party to this Agreement may enter into it by signing any such counterpart.

  9. If either party fails to perform any of its obligations under this Agreement and the other party fails to enforce the provisions relating thereto, such party’s failure to enforce this Agreement shall not prevent its later enforcement.

12. GOVERNING LAW

  1. This Agreement shall be governed by the laws of England.

Terms of Service and Acceptable Use Policy

These Terms of Service and Acceptable Use Policy apply to clients who host their website, email and domain name services under my Rackspace account. Rackspace’s Terms of Service is governed by the laws of the State of Texas, USA.

Another Cup Of Coffee Limited ("We", "Us" or "Our") provides a platform for internet web hosting services to its subscribers (the "Subscribers" or "you" or "your"). Additionally, We may provide services involving registration, transfer or renewal of domain name among others. Your use of all of the services is governed by this Terms of Service (the "Terms of Service") and our Acceptable Use Policy ("AUP") found at http://anothercoffee.net/legal.

1. Services/Reselling Services. Subject to your satisfaction of our credit approval requirements, We agree to provide the services you ordered (the "Services") by completing and submitting our Services order form (the "Order Form") either in writing, online or verbally. Reselling the Services is strictly prohibited and is a material breach of the Terms of Service.

2. Domain Name Services. If your quotation or Order Form provides for Us to register, renew or transfer a domain name ("Domain Name Services"), We will submit the request to Tucows.com Co (the "Registrar") on your behalf. Our sole responsibility is to submit the request to the Registrar. We are not responsible for any errors, omissions or failures of the Registrar. By ordering Domain Name Services, you are agreeing to the terms posted at http://anothercoffee.net/legal. You are responsible for closing any account with any prior reseller of Registrar for the requested domain name, and you are responsible for responding to any inquiries sent to you by the Registrar.

3. Term. The initial term of each of your Services shall begin on the date (the "Services Commencement Date") that We generate an e-mail welcome message announcing the activation of the Service you ordered and shall continue for the number of months stated in the Order Form (the "Initial Term") for each such Service. Upon expiration of the Initial Term, this Terms of Service shall automatically renew for successive renewal terms of the same length as the Initial Term (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or Renewal Term, as the case may be. The Initial Term and any Renewal Term may be referred to collectively herein as the "Term."

4. Fees

(a) Recurring Fees. The fee for the Services specified in your quotation or Order Form(s) is the "Recurring Fee". Beginning on the Services Commencement Date, unless otherwise specified on your Order Form, you agree to pay the Recurring Fee in advance on the first day of each billing cycle (the "Due Date"), without invoice. The billing cycle for Recurring Fees is specified in the Order Form.

(b) Non-Recurring Fees. If you ask Us to perform Domain Services, you will be charged a "Domain Registration Fee" as specified on the Order Form. If you use bandwidth or disk space in excess of that provided in your Order Form, you agree to pay a fee ("Overage Fee") for such excess amounts. We may charge set-up fees ("Set Up Fee") for certain of the Services; a fee for credit card charge backs ("Charge Back Fee"); and other non-recurring fees relating to the Services. Domain Registration Fees, Overage Fees, Set Up Fees, Charge Back Fees, Reinstatement Fee (as defined below) and all other non-recurring fees relating to the Services are collectively referred to as "Non-Recurring Fees". You agree to pay Non-Recurring Fees when they are incurred.

(c) Fee Increases. Recurring Fees and Non-Recurring Fees are collectively referred to as the "Fees" or individually as "Fee". We may increase any or all of the Fees by giving notice to you not less forty-five (45) days prior to the beginning of a Renewal Term applicable to the particular Fee which is subject to increase. Such Fee increase shall be effective on the first day of the applicable Renewal Term. Unless you give notice to Us of your intent not to renew the Services as provided in Section 3, you are deemed to have accepted the increased Fee for the applicable Renewal Term and any subsequent Renewal Terms (unless the Fees are increased in the same manner for a subsequent Renewal Term).

5. Payment of Fees. Payment of the Fees shall be made to Us by credit or debit card (the "Card") in United States dollars. You authorize Us or an agent appointed by Us to charge Fees to the Card during the Term. We may charge the Card for (i) Recurring Fees five (5) days prior to or after the Due Date and (ii) Non-Recurring Fees as incurred by you. At Our option, We may abstain from charging the Card until the next Due Date or until the Fees exceed £50.00. Fees paid are nonrefundable. Fees charged but not disputed within sixty (60) days after the date that they are charged are conclusively deemed accurate. You are required to provide Us with changes to billing information, such as credit card expiration and change in billing address. Unpaid Fees shall accrue interest at the lesser of the highest rate allowed by applicable law and 1.5% per month. You agree to pay our reasonable costs of collection of overdue amounts, including collection agency fees, attorneys’ fees and court costs.

6. Taxes. You agree to pay to Us all sales, VAT or similar tax imposed on the provision of the Services (but not in the nature of an income tax on Us), regardless of whether We fail to collect the tax at the time the Services are provided.

7. Law/AUP. You agree to use the Services in compliance with applicable law and Our AUP, which is incorporated by reference in the Terms of Service. You agree that We may, in our reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on your use of the Services. Amendments to the AUP are effective on the earlier of Our notice to you that an amendment has been made, or the first day of the next Renewal Term. You agree to cooperate with Our reasonable investigation of any suspected violation of the AUP. In the event of a dispute between the parties regarding interpretation of the AUP, our commercially reasonable interpretation of the AUP shall prevail.

8. Your Information. You represent and warrant to Us that (i) all information you provide for purposes of establishing and maintaining the Services is accurate; (ii) if you are an individual, you are at least eighteen years of age; (iii) you will 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 any country listed in Country Groups D:4 and D:3 of Supplement No. 1 to Part 740 of the United States Export Administration Regulations, and (iv) you will not provide access to the Services to any person (including a natural person or government or private entity) located in or a national of any embargoed or highly restricted country under United States Export Regulations, which include as of September, 2005, Cuba, Iran, Libya, North Korea, Sudan or Syria. You agree that We may, without notice and without liability to you report to the appropriate governmental authorities any conduct by you that We reasonably believe violates applicable law, and provide any information that We have about you in response to a formal or informal request from a law enforcement or government agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.

9. Indemnification. You agree to indemnify and hold Us harmless, as well as Our affiliates, and each of the respective officers, directors, agents, partners, shareholders and employees of Us and of our affiliates from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements ("Claims") of any kind and nature whatsoever (including reasonable attorneys’ fees) brought by a third party under any theory of legal liability arising out of or related to the Services, including without limitation Claims related to Web space content that violates any copyright, trademark or service mark; any proprietary right of any person or entity; and any state and/or federal laws or regulations, including US Export Regulations.

10. Disclaimer of Warranties.

WE MAKE ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. WE SPECIFICALLY DO NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE DISCLAIM ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS.

11. Limitation of Damages.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE TERMS OF SERVICE, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS OF SERVICE, OUR MAXIMUM AGGREGATE LIABILITY, AND THAT OF OUR AFFILIATES, AND EACH OF THE RESPECTIVE OFFICERS, DIRECTORS, AGENTS, PARTNERS, SHAREHOLDERS AND EMPLOYEES OF US AND OF OUR AFFILIATES, UNDER ANY THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SERVICES FOR THE THREE MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE CLAIM.

12. Suspension/Termination.

(a) Suspension of Services. You agree that We may suspend the Services if: (i) We reasonably believe that the Services are being used in violation of the AUP; (ii) you fail to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) We reasonably believe that suspension of the Services is necessary to protect Our network or other customers, (iv) as required by a law enforcement or government agency, or (v) if the Card cannot be charged for payment in accordance with Section 5. You agree to pay a reasonable fee for reinstatement ("Reinstatement Fee") following any suspension.

(b) Termination by You. The Terms of Service may be terminated by you at any time as long as all Fees then due together with unpaid Recurring Fees for the remainder of the Initial Term or the Renewal Term, as the case may be, are fully paid on the business day following the termination date.

(c) Termination by Us. The Terms of Service may be terminated by Us prior to the expiration of the Initial Term or any Renewal Term without liability as follows: (i) upon seventy-two (72) hours notice if you are overdue on the payment of any Fee; (ii) you materially violate any provision of the Terms of Service or the AUP, and fail to cure the violation within ten (10) days after receipt of a written notice from Us describing the violation in reasonable detail in our sole discretion; (iii) upon twenty-four (24) hours notice if the Services are used in violation of a material term of the AUP more than once, or (iv) upon twenty-four (24) hours notice if you violate Section 8 (Your Information).

13. Intellectual Property Use and Ownership. Neither party shall (i) use the other party’s name, trademarks, trade names or logos in either its own legal name or in any fictitious or assumed name without the party’s consent; (ii) knowingly remove or alter any logo, trademark, trade name, copyright, or other proprietary notice, legend, or symbol from any of the other party’s products or documentation; or (iii) take any action, or intentionally omit to take any action that would jeopardize, limit, or interfere in any manner with the ownership of the other party’s products, services, documentation, or intellectual property. Title to and ownership of all copies of any products, services, software, documentation, or Internet services developed by or for Us during the Term, whether in machine-readable or printed form, and including without limitation any derivative works, compilations, or collective works thereof, and all related technical know-how, and all rights therein (including without limitation rights in patents, copyrights and trade secrets applicable thereto), are and shall remain Our exclusive property and that of Our suppliers. You shall not take any action to jeopardize, limit, or interfere in any manner with the ownership and rights therein.

14. Confidential Information. Each party agrees not to disclose or use, and to assure that their employees and agents do not disclose or use any confidential information ("Confidential Information") of the other party. Our Confidential Information is Our unpublished prices for the Services, audit and security reports, server configuration designs, software interfaces and other proprietary technology. Your Confidential Information is content transmitted to or from, or stored by you on servers provided as part of the Services and not placed by you in a publicly accessible area. Confidential Information is also information of a party that is conspicuously marked as "confidential" or if disclosed in non-tangible form, is verbally designated as "confidential" at the time of disclosure and is confirmed as confidential in a written notice given within one (1) day of disclosure. Confidential Information does not include (i) any information which is independently developed by a non-disclosing party as shown by such party’s written business records, (ii) is or becomes generally available to the non-disclosing party or the public other than through violation of this Section, or (iii) is required to be disclosed by law or regulation. The parties acknowledge that Confidential Information is valuable, special and unique; that its unauthorized disclosure or use will cause irreparable injury to its owner, that immediate injunctive and/or other equitable relief will be necessary and appropriate to remedy an unauthorized disclosure or use of Confidential Information, and that such relief may include without limitation a temporary restraining order obtained ex parte as well as permanent injunctive relief. Upon termination of the Terms of Service, each party agrees to return within a reasonable period of time any and all Confidential Information and other materials belonging to the other party upon request. This Section 14 will survive the termination of the Terms of Service for a period of two (2) years.

15. Back Up Copy. You agree to maintain a current copy of all of your content hosted by Us.

16. Notices. Notices to Us shall be given by means of electronic mail to the e-mail address posted on http://anothercoffee.net/contact. Notices to you shall be given via electronic mail to the individual designated as the Primary Contact. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day transmitted.

17. Force Majeure. We shall not be in default under the Terms of Service if the failure to perform is due to any event beyond Our control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, failure of network providers, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

18. Governing Law/Venue. The Terms of Service shall be governed by the laws of the State of Texas, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The United Nations Convention on the International Sale of Goods shall have no application to the Terms of Service. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE SHALL BE THE STATE AND FEDERAL COURTS IN BEXAR COUNTY, TEXAS, AND EACH PARTY IRREVOCABLY CONSENTS TO SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.

21. Miscellaneous. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Neither party has the power or authority to bind the other in any agreement and will not represent to any person that it has such power or authority. The Terms of Service may be amended from time to time by Us, in Our discretion. Amendments to the Terms of Service are effective on the earlier of Our notice to you that an amendment has been made, or the first day of the next Renewal Term. Terms of Service as amended are posted at http://anothercoffee.net/legal. The terms on any purchase order or other business forms issued by you are not binding on Us. A party’s failure or delay in enforcing any provision of the Terms of Service will not be deemed a waiver of that party’s rights with respect to that provision or any other provision. A party’s waiver of any of its rights under the Terms of Service is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether or not similar in nature. Captions in the Terms of Services are for the convenience of the parties and are not intended for interpretation. The following provisions will survive expiration or termination of the Terms of Service: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination. There are no third party beneficiaries to the Terms of Service. You may not transfer the Terms of Service without our prior written consent. Our approval for any assignment is contingent on the assignee meeting our credit approval criteria. We may assign all or any part of the Terms of Service.

This Terms of Service together with the Order Form and AUP (i) constitute a legal and binding agreement between you and Us; (ii) are the complete and exclusive agreement between the parties regarding the subject matter; (iii) supersede and replace any prior understanding or communication, whether written or oral, and (iv) do not benefit any other person or entity.

Company Registration

Another Cup of Coffee Limited is a company registered in England and Wales.
Company Registration Number: 05992203
Registered Office: 45 Cornwall Gardens, London SW7 4AB, UK
VAT Registration Number: 832 7291 25