1. Definitions:
a. "Plans" refers to proposals for services to be provided by Havard Associates. "Plans" does not include the use of Havard Associates' trademark.
b. "Customer" refers to the customer of Havard Associates’ services (detailed above).
2. Prices
a. All prices for Plans provided by Havard Associates to the Customer are UK Pounds Sterling unless stated otherwise.
b. The Customer shall be responsible for paying all taxes, of any nature, which become due with regard to Havard Associates’ services.
3. Order Acceptance & Payment
a. All orders are subject to acceptance by Havard Associates. An order will be deemed accepted by Havard Associates when written confirmation of the order is sent to the Customer. Havard Associates may refuse to accept any order, or delay acceptance pending fulfilment of conditions Havard Associates may choose to impose. Such refusal or such conditions may not be unreasonable, however, and Havard Associates agrees to provide the Customer with reasonable notice via mail, E-mail or fax of any intent to delay or decline the acceptance of any order.
b. Payment shall be made in UK Pounds Sterling to Havard Associates. Payments are due upon presentation of invoice. If due to bank charges, transfer fees, or the like, Havard Associates should receive less than its invoice amount, Havard Associates will re-invoice Customer for the shortfall. In the event that any amount remains unpaid fourteen days after invoice date, Havard Associates may discontinue, withhold, or suspend services to the Customer to whom such unpaid amounts relate.
4. Rules & Regulations
Havard Associates may impose reasonable rules and regulations regarding the use of its services from time to time.
5. Limitation of Obligations & Liability
a. Havard Associates will utilise its best efforts to maintain acceptable performance of services contracted for, but makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose. Havard Associates cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. Havard Associates will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on its system. Havard Associates shall not be liable to the Customer for any claims or damages which may be suffered, including, but not limited to, losses or damages of any nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non deliveries, or service interruptions whether or not caused by the fault or negligence of Havard Associates.
b. Havard Associates will utilise its best efforts to acquire, on request, an Internet Domain Name (from InterNIC or Nominet) on behalf of the Customer. The Customer hereby waives in writing prior to acquisition, any and all claims which it or its customers may have against Havard Associates for any loss, damage, claim or expense arising, or in relation to, the registration, use or release of such Domain Name.
c. Havard Associates may discontinue servicing any Plan, or may require fulfilment of conditions Havard Associates may choose to impose as a prerequisite for continuing to service any Plan. Such discontinuation or requirement may not be unreasonable, however, and Havard Associates agrees to provide Customer with reasonable notice via mail, E-mail or fax of any such intent to discontinue or impose conditions.
d. Services provided by Havard Associates to the Customer shall be deemed accepted for all purposes seven days after invoice date. If Havard Associates have received no written claim or objection regarding such services within the seven-day period, no claim related to such services may be raised.
e. Havard Associates’ liability to the Customer, and any end user of any Plan or other Havard Associates’ service, is limited to the amount paid to and received by Havard Associates for services accepted. In no event shall Havard Associates be liable to Customer, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Havard Associates has been advised of the possibility of such damage.
f. The Customer may not use the Havard Associates’ service for any of the following: engaging in illegal or unlawful activities; making available material protected by intellectual property laws, copyright or by rights of privacy, unless the Customer owns or controls the rights thereto or has the consent required to do so; publishing or distributing anything that is defamatory, obscene, indecent, or unlawful; violating the legal rights of others.

The Customer is liable for any reasonable legal costs incurred by Havard Associates caused by the content of the Customers’ web site and agrees to indemnify Havard Associates for any awards made against Havard Associates by a court of law.
6. Property Rights
a. Havard Associates owns all rights and interest in Havard Associates' trade names, service marks, patents, and knowledge relating to the design, function, or operation of Plans. This agreement does not constitute a license to the Customer to use Havard Associates' trade names or service marks.
b. Havard Associates owns all rights, title and interest in Havard Associates' marketing or advertising (including any and all on-line, written and printed information). This agreement does not constitute a right or license to use or reproduce in any way, complete or in part, any of Havard Associates' marketing or advertising literature in an online or off-line form without the written permission of Havard Associates.
7. Relationship of the Parties

The relationship between Havard Associates and the Customer is that of vendor and vendee. They shall not be construed as being joint ventures. This agreement is a commercial agreement between businesses, not a consumer agreement. Customer has no authority, apparent or otherwise, to contract for or on behalf of Havard Associates, or in any other way legally bind Havard Associates in any fashion, nor shall the Customer be authorised to make any representations about Havard Associates or its services other than to set forth Havard Associates' responsibilities as outlined in this agreement
8. Disputes
a. The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of co-operation without formal proceedings. Any dispute which cannot be so resolved and other than the injunctive relief referred to in paragraph 9 shall be subject to arbitration upon written demand of either party.
b. Should any legal action permissible under this agreement be instituted to enforce the terms and conditions of this agreement, in particular the right to collect money due on unpaid invoices, the prevailing party shall be entitled to recover reasonable legal fees and expenses incurred at any level.
9. Term & Termination

This agreement shall run until the end of the current calendar year. It shall automatically be renewed on an annual basis unless terminated by:
a. Either party notifying the other in writing by November 30 of any given year that this agreement will not be renewed.
b. Havard Associates, upon fourteen days' written notice, if Customer breaches any provision of this agreement and has not rectified the breach by the end of the 14 days.
c.

Havard Associates, immediately upon giving written notice to the Customer, in the event that:

  • Any payment delivered by the Customer to Havard Associates for Products/Services is returned unpaid and Customer fails to remedy such non-payment within five business days;
  • The Customer becomes more than thirty days in arrears in payment of account with Havard Associates;
  • Bankruptcy or insolvency proceedings are instituted against the Customer, which are not vacated within sixty days from the date of filing;
  • The Customer institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency; or the Customer makes an assignment of all or part of its assets for the benefit of creditors.
d. Havard Associates forthwith, if the Customer attempts to assign all or any part of this Agreement without Havard Associates' prior written approval;
e. Havard Associates forthwith, if the Customer fails to inform Havard Associates in writing immediately on the occurrence of any event specified in this section;
10. Partial Invalidity

If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Havard Associates and the Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
11. Notices
Except with respect to service of process as set forth in paragraph, all notices may be sent by e-mail, fax, or mail to the e-mail address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained.

12. Modifications to the Agreement

This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. Havard Associates may make changes to this agreement upon thirty days' written notice to the Customer, advising of the change and the effective date thereof. Utilisation of Havard Associates’ services by the Customer following the effective date of such change shall constitute acceptance by the Customer of such change(s). Otherwise, this agreement may not be modified except by written consent of both parties.
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