Standard Terms and Conditions of Service

These terms and conditions apply to all (each and every) dedicated servers and Cloud based Virtual Private servers purchased as set out in Our Service Order Form(s) (such expression includes an online order).. An agreed Service Order Form between You and Us and these Standard Terms and Conditions of Service constitute the binding commercial contract between You and Us (“Agreement“)

 

Storm Internet Limited reserves the right to change these terms at any time. Please refer back to this page as often as possible for the latest terms. Your attention is particularly drawn to clause 15 below

 

Definitions

Where the context admits:

 

“Account” means an account enabling a person to access and use the Services;

 

“Data Backup Product” means a data backup product as specified in the Service Order Form.

 

“Data Transfer Quota” means such data transfer limit as set out in the Service Order Form.

 

“Documentation” means the documentation for the Software produced by Us and delivered or made available by Us to You.

 

“Confidential Information” means any information disclosed by or on behalf of one party to the other during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the other party (acting reasonably) to be confidential;

 

“Customer Data” means all data, works and materials uploaded to or stored on the Services, transmitted by or at Your instigation; or generated by the Services as a result of the use of the Services by You , including any data which may be migrated to the Services via Migration Services.

 

“Effective Date” means the date of execution of this Agreement;

 

“Initial Term” has the meaning given to it in clause 13.2.

 

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

 

“Migration Services” means the migration services as set out in the Service Order Form, together with any pre-contract due diligence/investigation/scoping/discovery activities in relation to such migration services;

 

“Network Uptime Guarantee” means network uptime guarantee as provided to You from Us from time to time.

 

“We“, “Us” & “Our” means Storm Internet Limited of: 1 Canal View, Wharf Farm, Eynsham Road, Witney, Oxfordshire, OX29 4DB United Kingdom or any party acting on Storm Internet Limited’s explicit instructions.

 

“You” & “Your” means the person or entity purchasing the Services from Us pursuant to Our Service Order Form and identified as a “customer” in such Service Order Form or any party acting on such customer’s instructions.

 

“Server Hardware” means a physical Server, owned and operated by Us.

 

“Service Level Agreement” means the service levels as set out at https://www.storminternet.co.uk/support/

 

“The Registrant” means the person or entity applying for a domain name or any party acting on the Registrant’s instructions.

 

“The Registry” the relevant domain names registry.

 

“Renewal Term” has the meaning given to it in clause 13.2.

 

“Term” means the term of this Agreement, commencing in accordance with clause 13.1 and ending in accordance with clause 13.2;

 

“Third-Party Services” means third-party services as set out in the Service Order Form or otherwise agreed between the parties in writing.

 

“User” means the user of the Services.

 

Services

Under the Agreement We provide Internet connectivity services (the “Bandwidth“), the  physical and/or virtual server (the “Server“), the availability of space to store and operate such equipment (the “Space“) and the licensing of software (the “Software“), as described in these terms and as set out in the relevant Service Order Form (together, the “Services“).

 

1. 1. Server

1.1. Where We supply the Server Hardware, it shall be installed and operated in the Space by Us. You will have no right of physical access to the Server Hardware or the Space.
1.2. Save under clause 11 (Data Protection),we shall have no liability for any loss or damage to any data stored on the Server.
1.3. You acknowledge that We cannot guarantee that the Server will be free from defects. Nor can We guarantee that it will operate uninterrupted or without failure. We shall use reasonable endeavours to make available to You at all times the Services but We shall not, in any event, be liable for interruptions of Services or down-time of the Server and We shall not be liable to You for any non-receipt or misrouting of email, or for any other failure of email, handled via the Services.
1.4. Should We become aware of a Server fault, We will, at our option, repair the Server or provide an equivalent Server as a replacement as soon as practicably possible.
1.5. Any replacement Server will be provided in the default configuration as the original Server was initially supplied. We do not warrant that any data, content or settings present on the original Server will be transferred to the replacement Server.
1.6. In the event you receive or have received any Microsoft products as part of the Services, You shall allow for and contribute to audits, including inspections and access to the Server, conducted by Microsoft or another auditor or third party mandated by Microsoft.
1.7. In the event that You use Microsoft software on the Server, you agree to Microsoft’s End User License Terms.

 

1. 2. Network Connectivity & Bandwidth

2.1. We will provide a means for You to monitor the data transfer usage of the Server. You accept that if the Server exceeds its Data Transfer Quota in any billing period, We will charge You for the additional data transfer at our standard rate (available on request).
2.2. Any access to other networks through the Services must comply with the rules appropriate for those other networks.
2.3. We may assign to the Server on a temporary basis a number of Internet Protocol Addresses (“IP Addresses”) from the address space assigned to Us by the RIPE. You acknowledge that the IP Addresses are the sole property of Storm Internet Limited, and are assigned to You as part of the Services, and agree that You will have no right to IP Addresses upon termination of this Agreement. We reserve the right to change the IP Address assignments at any time.

1. 3. Software

3.1. We hereby grant to You a non-transferable, non-exclusive licence to use the Software, in object code form only, for Your internal business purposes , solely on the Server provided, and in conjunction with the Services in accordance with Documentation during the Term.
3.2.  Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by Us to You under Section 3.1 is subject to the following prohibitions:
3.2.1. You must not copy the Software.
3.2.2. You must not reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software.
3.2.3. You must not sell, lease, license, transfer or sub-license Your right to access and use the Software or the Documentation.
3.2.4. You must not write or develop any derivative or other software programs, based, in whole or in part, upon the Software.
3.3. This Agreement transfers to You neither title nor any intellectual property rights to the Software, Documentation, or any copyrights, patents or trademarks, embodied or used in connection therewith, except for the limited licence to use in Section 3.1.
3.4. Any third party software is supplied to You on the basis of the relevant third party’s licence terms with which You agree to comply.
3.4. We will use reasonable endeavours to check the Software for the most commonly known viruses prior to delivery to You. However, You are solely responsible for virus scanning the Software and We give no warranty that the Software will be free from viruses.
3.5. You acknowledge that software in general is not error-free, and agree that the existence of such errors will not constitute a breach of this Agreement. 

2. 4. Support & Management Services

4.1. We will install the Software detailed in the Service Order Form onto the Server in Our standard configuration free of additional charge (“Standard Installation”).
4.2. We will endeavour to apply security patches or take mitigating action such as blocking certain network traffic to maintain the integrity of the Server when We are made aware of a security vulnerability in Software installed as part of  Standard Installation which We deem a threat considering the intended use of the Services for web site hosting, however We do not warrant that the Software will be free from defects or vulnerabilities nor that the Server will be free from unauthorised users or hackers.
4.3. We are not obliged to install onto the Server any additional software for You or modify the configuration of  the Software from its default. You acknowledge that should We agree to do so, a charge may be made to cover employee time.
4.4. We provide technical support relating to the correct function and operation of the Server and installed Software as part of the Standard Installation. We do not offer technical support for application specific issues such as CGI programming, HTML or any other such issue.
4.5. We do not provide technical support for Your customers.
4.6. Our obligation to provide support and management services will not extend to:
4.6.1. Software or systems not installed as standard by Us.
4.6.2. Software or systems configured or modified by You other than through the provided web based control panel.
4.6.3. Correction of faults arising from Your failure to comply with instructions or recommendations provided by Us directly or through documentation and manuals.
4.6.4. Rectification of lost or corrupted data.
4.7. We may at any time and from time to time improve, correct or otherwise modify all or any of the Services (including substituting Software and/or Server with software or equipment of similar specification) provided that such modification does not materially affect provision of the Services to the You. We will endeavour to give You reasonable notice of any such modification, where this is reasonably practicable.

 

1. 5. Data Backup

5.1. In the event that You purchase a Data Backup Product We will endeavour to make backups of the data stored on the Server and make them available to You in accordance with the specification of the Data Backup Product (as provided by the relevant supplier). However We do not warrant that any data will be backed up correctly, nor that any successful restoration of data will be possible.
5.2. Regardless of whether You purchase a Data Backup Product, We shall have no liability to You for any loss or damage to any data stored on the Server or backup mediums.
5.3. We recommend that You make a backup of all data on the Server regardless of whether You have purchased a Data Backup Product. 

2. 6. Domain Name Registration

6.1. We cannot guarantee and make no representation that the domain name You wish to register is capable of being registered by or for You. You should therefore not assume registration of Your requested domain name(s) until You have been notified that it has or they have been registered. Any action taken by You before such notification is at Your own risk.
6.2. The registration and use of Your domain name is subject to the terms and conditions of use applied by the relevant Registry; You shall ensure that You are aware of those terms and conditions and that You comply with them.
6.3. By registering a .uk domain name, You enter into a contract of registration with Nominet UK on the terms and conditions published at http://www.nominet.org.uk.
6.4. You shall have no right to bring any claim against Us in respect of any refusal to register a domain name by the relevant registration authority.
6.5. Any administration charge in relation to a registration of a domain name paid by You to Us shall be non-refundable notwithstanding refusal by the Registry to register You desired name.
6.6. We shall have no liability in respect of the use by You of any domain name; any dispute between You and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, We shall be entitled, at Our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant Registry but will not be obliged to take part in any such dispute.
6.7. We shall not release any domain name to another provider unless full payment for that domain name has been received by Us. 

2. 7. Use Of The Services

7.1. You shall keep secure any identification, password and other confidential information relating to Your Account or the Services and shall notify Us immediately of any known or suspected unauthorised use of the Services or breach of security, including but not limited to loss, theft or unauthorised disclosure of Your password or other security information.
7.2. You shall comply with the policies and procedures in relation to the use of the Services which We may from time to time prescribe and shall make no use of the Services which is detrimental to Our other customers.
7.3. If You are an individual User, You warrant and represent that You are at least 18 years of age and if the User is a company, You warrant that the Services will not be used by anyone under the age of 18 years.
7.4. You are solely responsible for the content of any postings, data or transmissions submitted to the Services or any other use of the Services by You or by any person or entity authorised by You to use the Services.
7.5. You represent, undertake and warrant to Us that neither You nor any person or entity authorised by You to use the Services will use the Services for illegal, unlicensed, unlawful, disruptive or objectionable purposes. In particular, without prejudice to the generality of the foregoing, You represent, warrant and undertake to Us that:
7.5.1. You will not use the Services in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will You authorise or permit any other person to do so.
7.5.2. You will not upload, post, link to or transmit:
7.5.2.1. any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way.
7.5.2.2. any material containing a virus or other hostile computer program.
7.5.2.3. any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
7.5.3. All email sent using the Services, or which refers to content hosted on the Services will be in accordance with applicable legislation (including data protection and electronic communications legislation).
7.5.4. You will not use the Services in any manner which interferes with, or disrupts, other Users, network users, services or equipment including, without limitation, sending unsolicited advertising or chain letters, posting inappropriate news groups or forum posts, wrongly impersonating another user and falsifying one’s network identity. You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
7.5.5. You will not use the Services to make or attempt to make unauthorised entry to any other machine accessible location, via the network.
7.6. If We have reasonable grounds to believe that You are or have been utilising the Services for any such illegal, disruptive or objectionable purpose, We may immediately, without prior notice to You:
7.6.1. Suspend the Services.
7.6.2. Terminate this Agreement.
7.6.3. Amend, remove from the Server or prevent access to the offending or infringing material or content.
7.6.4. Access the Server or grant access to the Server to third parties as we may deem necessary.
7.7. You acknowledge, consent and agree that We may access, preserve and disclose your account information, communication content as well as any data you have placed on a Server we have provided to you if required to do so by law or pursuant to the terms of any third party licence or agreement and You undertake to facilitate all such access for such purposes.
7.8. The Services are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Services for any application or situation where the Services failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage.
7.9. You and We may agree that We will provide Migration Services. You acknowledge that this may involve Us (or third parties instructed by Us) accessing Your existing servers (held at your premises or with third parties). You acknowledge that We shall have no liability for any data loss and/or corruption in relation to such servers or their  functionality. You further warrant that You have all the necessary rights, licenses and permissions for Us to perform the Migration Services (including access to any relevant servers).
7.10.    You acknowledge that a delay in You performing Your obligations in this Agreement may result in a delay in the performance of the Migration Services; and subject to clause 15.1 We will not be liable to You in respect of any failure to meet the Migration Services timetable (if any agreed) to the extent that that failure arises out of a delay in You performing Your obligations under this Agreement.
7.11. Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Migration Services by Us shall be Our exclusive property.
7.12. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Us to You, or from You to Us.
7.13. Save to the extent that the parties have agreed otherwise in writing, You must provide to Us, or procure for Us, such:
7.13.1. co-operation, support and advice;
7.13.2. information and documentation; and
7.13.3. governmental, legal and regulatory licences, consents and permits, as are reasonably necessary to enable Us to perform its obligations under this Agreement.
7.14. You must provide to Us, or procure for Us, such access to Your computer hardware, software, networks and systems as may be reasonably required by Us to enable Us to perform Our obligations under this Agreement.
7.15. You hereby grant to Us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Our obligations and the exercise of Our rights under this Agreement, together with the right to sub-license these rights to Our own hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Our obligations and the exercise of Our rights under this Agreement.
7.16. You warrant to Us that the Customer Data when used (including in the course of Migration Services) by Us in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
7.17. If We reasonably suspect that any element of the Customer Data breaches this clause 7, We may edit or delete the relevant Customer Data to the extent reasonably necessary to ensure that it no longer breaches that provision.

 

1. 8. Service Level Agreement

8.1. The Service Level Agreement, hereinafter referred to as the SLA, sets out our aims with regard to the level of service applicable to the Services.
8.2. Our failure to meet an aim set out in the SLA will not constitute a breach of this Agreement.
8.3. For the purpose of calculating the ‘Network Uptime Guarantee’  network down-time is defined as 100% packet loss occurring in the transmission of data from the Server hosted in our data centre to the Internet backbone (as measured by our monitoring station). Events which do not constitute network down-time include but are not limited to:
8.3.1. A problem in Your access provider’s network or that of their upstream providers which prevents You from accessing the Server.
8.3.2. A problem with the Server’s hardware or software which renders it or an application or service on it inoperable.
8.3.3. The period during which network protocols such as STP, OSPF and BGP are re-converging after an equipment or link failure on the Server.
8.4. In the event that You wish to make a claim for a service credit in accordance with the SLA, You will notify Us including full details of and the time at which the incident occurred within 7 days of the incident to which the claim relates occurring.
8.5. In respect of each payment period during which the Network Uptime Guarantee is less than the commitment specified in the SLA, You shall earn service credits in accordance with the clauses 8.5 – 8.8. We reserve the right to determine whether any service credit is due.
8.6. Subject to clause 8.5, the service credits earned by You shall be as follows: 1 day Basic Service credit per 1 hour network down-time. No more than 30 days service credits can be earned in any one payment period.
8.7. Service credits shall be Your sole remedy in relation to any failure by Us to meet the Network Uptime Guarantee.
8.8. For the purposes of this clause 8, Basic Service shall mean the costs of provision by Us of the Server to You . For the avoidance of doubt charges for any Software, domain names, additional data transfer and optional extras added to Your Server or any supplementary services are not included in the Basic Service. Service credits will not be provided in the form of cash, refund or equivalent.

 

1. 9. Resellers

9.1.1. Where You resell the whole or part of the Services, You will continue to be bound by these terms and conditions, and You will be responsible for ensuring that Your customers are bound by terms and conditions.
9.1.2. You shall not incur or purport to incur on Our behalf any liability nor in any way pledge or purport to pledge Our credit or to make any contract binding on Us.
9.1.3. No default by Your customers shall in any way affect, modify or limit Your obligations under this Agreement.

1. 10. Third-Party Services

10.1. AWS Hosting Services
In the provision of the Services, if and when Amazon Web Services (“AWS”) are used then the following terms will apply:
10.1.1. The service level agreement for all services related to hosting will be governed by the AWS commitments found at https://aws.amazon.com/legal/service-level-agreements/
10.1.2. Security and Data Privacy will be governed at a server level by the AWS commitments found at https://aws.amazon.com/agreement/
10.1.3. Compliance for server software licence will be included with the AWS procurement, details of which can be found here https://aws.amazon.com/windows/resources/licensing
10.1.4. You agree that Your use of any server software provided by AWS or in connection with AWS hosting services is subject to the customer licence terms or EULA that the relevant provider imposes upon end-users. We shall not be liable to You for any loss or damage that is caused directly or indirectly by such server software. You must comply with any applicable acceptable use policy provided by the AWS agreement found at https://aws.amazon.com/agreement/
10.2. Azure Hosting Services
In the provision of Services, if and when Microsoft Azure  is used and provided by Us under the Cloud Solution Provider Program  You shall comply with the applicable Microsoft customer agreement which can be found at https://www.microsoft.com/licensing/docs/customeragreement and which may be updated from time to time.
10.3. Other Third-Party Services
10.3.1. Where the Parties agree that We will procure any Third-Party Services required by You for the provision of the Services, full details of those Third-Party Services (and the basis of their procurement by Us) will be set out in the Service Order Form.
10.3.2. We expressly exclude any warranty to You that the Third-Party Services supplied or licensed under this Agreement will operate substantially in accordance with, and perform, the material functions and features as set out in its marketing, sales, or other associated documentations. You shall remain liable for any and all payments owed to Us throughout this Agreement and until the end of the respective Licence Agreements for such Third-Party Services.
10.3.3. Where the Parties agree procurement of Third-Party Services as set out in Section 10.3.1, it is a condition of this Agreement that You: (i) enter into direct Licence Agreements with the third-party suppliers of such Third-Party Services where required by Us or by such relevant third-party supplier, and/or (ii) accept any licence terms relevant to such Third-Party Services as required by Us. In the event You do not accept the terms of such Licence Agreements or enter into such required Licence Agreements (whether directly contracted with Us or the relevant third party), We reserve the right to suspend the provision of the Services until such time as You enter into or agree to such Licence Agreements.
10.3.4. You acknowledge that You are responsible for ensuring that Your hardware and operating software for such hardware is compatible with the Third-Party Services and We give no warranty that the Third-Party Services will be compatible with any of Your hardware, software or systems unless agreed otherwise in writing between the Parties in the Service Order form.

1. 11. Data Protection

11.1. In this clause 11:
11.1.1. “Controller”, “Data Subject”, “Personal Data”, “Processor” and “processing” shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly) and “international organisation” and “Personal Data Breach” shall have the respective meanings given to them in the EU GDPR and/or UK GDPR;
1.1.2. “Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data,
11.1.3. “EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time and “UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
11.1.4. “Protected Data” means any Personal Data that is processed by Us on Your behalf in relation to this Agreement; and
11.1.5. “Sub-Processor” means any agent, subcontractor or other third party (excluding its employees) engaged by Us for carrying out any processing activities on behalf of You in respect of the Protected Data.
11.2. The parties agree that You are a Controller and that We are a Processor for the purposes of processing Protected Data pursuant to this Agreement. You shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. You shall ensure all instructions given to Us in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws.
11.3. We shall process Protected Data in compliance with the obligations placed on Us under Data Protection Laws and the terms of this Agreement.
11.4. We do not have knowledge of the Protected Data You store on the Server, including the quantity, value or use of that Protected Data. We shall not be responsible to You or any third party for unauthorised access to your Protected Data or the unauthorised use of the Services unless the unauthorised access or use results from our failure to meet our obligations set out in this clause 11. You shall be responsible for the use of the Services by any of Your employees, agents or subcontractors, any person You authorise to use the Services, any person to whom You have given access to the Services, and any person who gains access to your Protected Data or the Services as a result of your failure to use and maintain reasonable security measures, even if such use was not authorised by You.
11.5. You shall indemnify Us and keep Us indemnified against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by You of your obligations under this clause 11.
11.6. Without prejudice to the generality of clause 11.2, You will ensure that You have all necessary and appropriate consents and notices in place to enable lawful transfer of the Personal Data to Us for the duration and purposes of this Agreement.
11.7. Without prejudice to the generality of clause 11.2, We shall:
11.7.1. Only process the Protected Data in accordance with the Data Processing Schedule ( Schedule) and this Agreement (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform You of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
11.7.2 If We believe that any instruction received from the You is likely to infringe the Data Protection Laws We shall promptly inform You and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
11.8. Taking into account the state of technical development and the nature of processing, We shall implement and maintain the technical and organisational measures set out here to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
11.9 You hereby authorise Us to make the following transfers of Protected Data:
11.9.1 We may transfer the Protected Data to Our Sub-Processors in the jurisdictions identified in the Data Processing Schedule and may permit Our Sub-Processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and
11.9.2 We may transfer the Protected Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.
11.10. We shall:
11.10.1. not permit any processing of Protected Data by any agent, subcontractor or other third party (except Our or Our Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without written authorisation from You; In the case of a general written authorisation, We shall inform You at least 14 days in advance of any intended changes concerning the addition or replacement of any Sub-Processor, and if You object to any such changes before their implementation, then We shall use reasonable endeavours to take Your reasonable objections into account.11.10.2. prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 11;
11.10.3. remain fully liable to You under this Agreement for all the acts and omissions of each Sub-Processor as if they were Our own; and
11.10.4. ensure that all persons authorised by Us or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
11.11. We shall assist You, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
11.12 As at the start date of this Agreement, We are hereby authorised by You to engage, as Sub-Processors with respect to Protected Data, the third parties, and third parties within the categories, identified in the Data Processing Schedule.
11.13. We shall, in accordance with Data Protection Laws, make available to You such information that is in Our possession or control as is necessary to demonstrate Our compliance with the obligations placed on Us under this clause 11 and under Data Protection Laws. We may charge You at Our standard time-based charging rates for any work performed by Us at Your request pursuant to this clause 11.13, providing that no such charges shall be levied with respect to the completion by Us (at Your reasonable request, not more than once per calendar year) of Your standard information security questionnaire.
11.14. We shall notify You without undue delay on becoming aware of a Personal Data breach in respect of any Protected Data;
11.15. At the end of the provision of the Services relating to the processing of Protected Data, at Your cost and Your option, We shall either return all of the Protected Data to You or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Us to store such Protected Data.
11.16 We shall allow for and contribute to audits, including inspections, conducted by You or another auditor mandated by You in respect of the compliance of Our processing of Protected Data with the Data Protection Laws and this clause 11. We may charge You at Our standard time-based charging rates for any work performed by Us at Your request pursuant to this clause 11.16, providing that no such charges shall be levied where the request to perform the work arises out of any breach by Us of this Agreement or any security breach affecting Our systems.
11.17 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
11.18 This clause 11 shall survive termination or expiry of this Agreement.
11.19. We may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme. 

1. 12. Charges and payment

12.1. All charges payable by You for the Services shall be  as specified in Service Order Form and elsewhere in this Agreement  and such charges and payable amounts as may be agreed in writing by the parties from time to time  and shall be due and payable in advance of provision of the Services.
12.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by You to Us.
12.3. We reserve the right to change any element of the charges  at any time although all pricing is guaranteed for the period of pre payment, subject to clause 12.4.
12.4. We reserve the right to pass on to You  the following amounts, by increasing the price for the Services in the following circumstances:
12.4.1. any price increase imposed by Our electricity power supplier due to an increase in wholesale energy market prices;
12.4.2. unless otherwise agreed in a Service Order Form, on an annual basis with effect from each anniversary of the Start Date, by written notice to You for a sum which is at least in line with the increase in the Retail Price Index from the last anniversary of the Start Date;
12.4.3. at any time We may on written notice to You increase any fees related to third-party services in line with any increases imposed upon Us by the applicable third-party supplier(s).
12.5. Payment is due  monthly, quarterly or yearly (as prescribed by the Service Order Form) following the date the Services were established until closure notice is given in accordance with 13.6. If You choose to pay by credit or debit card You authorise Us to debit Your account renewal fees from Your card.
12.6. All payments must be in UK Pounds Sterling.
12.7. You must pay the charges by debit card, credit card, direct debit or bank transfer as set out in the Service Order Form (using such payment details as are notified by Us to You from time to time).
12.8. If You do not pay any amount properly due to Us under this Agreement, We may:
12.8.1. charge You interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
12.8.2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
12.9. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, We shall be entitled but not obliged forthwith to suspend the provision of Services to You.
12.10. We reserve the right to send overdue accounts to a debt collection agency. All charges involved in the collection of overdue accounts will be payable by You.

1. 13. Term, Termination, Suspension of Services And Refunds

13.1. This Agreement shall come into force upon the Effective Date.
13.2. This Agreement shall continue in force in accordance with the relevant terms of the Service Order Form and is subject to termination in accordance with this clause 13 or any other provision of this Agreement and/or the Service Order Form.
13.3. We shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to You If You:
13.3.1. fail to pay any sums due to Us as they fall due.
13.3.2. commit a breach of this Agreement.
13.3.3. are a company and You go into liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with You creditors.
13.4. Our employees have every right and expectation to work in an atmosphere free of abuse, intimidation and harassment from our clients. Therefore, abuse towards our staff in the form of verbal or written abuse (including abuse via email, ticket system or LiveChat) or anything else that we deem to be offensive may result in cancellation of your Account and/or suspension of the Services with immediate effect and without compensation or refund for lost periods of service.
13.5. No refunds will be made under any circumstances for Services suspended in accordance with clauses 13.3 and 13.4.
13.6. Without prejudice to Our other rights and remedies, We may at Our sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no responsibility to provide the Services on the occurrence of any of the following events:
13.6.1. Notified or unscheduled upgrade or maintenance of Our IT systems.
13.6.2. Issue by any competent authority of an order which is binding on Us which affects the Services.
13.6.3. We deem at our sole discretion that the network or system resources used by You in relation to the Services warrants suspension to protect the services provided by Us to all or any of Our other customers.
13.7. We reserve the right to suspend the Services and/or terminate this Agreement at any time. In the event of this You will be entitled to a pro rata refund based upon the remaining period of the prepaid Services, subject to clause 13.5.
13.8. As we build servers to order, no refunds or pro-rata refunds will be made should You decide to cancel the Services.
13.9. Domain name registration fees and charges for optional extras added to Your account are not refundable under any circumstances.
13.10. Where payment has been made by credit or debit card, any refund will only be issued to the same credit or debit card.
13.11. On termination of this Agreement or suspension of the Services We shall be entitled to immediately stop access to You Server and to remove all data located on the Server.
13.12. In the event a refund of the Services is issued, we reserve the right to deduct from this amount any fees to cover time spent by our support team working on a customer initiated request related to the Services. For example if our team spent several hours migrating data from an existing server to one the Services relates to at the request of the customer, this time would be charged and deducted appropriately regardless of Support Package opted for with the Services. Support time is currently charged at a rate of £20 per 15 minutes. 

1. 14. Indemnity

14.1 You shall indemnify and shall keep Us indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Us and arising directly or indirectly out of or in connection with any claim by any third party as a result of the use of the Services by You or as a result of Your breach of this Agreement or Your negligence, save to the extent that such claim is due to any breach by Us of this Agreement or Our negligence.
14.2 You shall indemnify and shall keep Us indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Us arising directly or indirectly out of the use (including any Migration Services) by Us of the Customer Data in accordance with this Agreement.

1. 15. Limitation Of Liability

15.1 Nothing in this Agreement will:
15.1.1. limit or exclude any liability for death or personal injury resulting from negligence;
15.1.2. limit or exclude any liability for fraud or fraudulent misrepresentation;
15.1.3. limit any liabilities in any way that is not permitted under applicable law; or
15.1.4. exclude any liabilities that may not be excluded under applicable law.
15.2.    The limitations and exclusions of liability set out in this clause 15 and elsewhere in this Agreement:
15.2.1. are subject to Clause 15.1; and
15.2.2. govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
15.3. We will not be liable to You in respect of:
15.3.1. any loss of profits;
15.3.2. any loss of sales,business or opportunities;
15.3.3. any loss of agreements or contracts;
15.3.4. any loss of anticipated savings;
15.3.5. any loss of revenue or income;
15.3.6. any loss of use or production;
15.3.7. any loss  or corruption of software, database, data or information;
15.3.8. any loss of or damage to goodwill; or
15.3.9. any indirect or consequential loss.
15.4. Our total liability to You arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in respect of any event or series of related events shall not exceed the total amount paid and payable by You to Us under this Agreement in the 12 month period preceding the commencement of the event or events giving rise to the liability.
15.5. Except as expressly stated in these terms and conditions, We do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into this Agreement by statute, including without limitation the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, by common law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.
15.6. This Clause 15 will survive termination of the Agreement.

 

1. 16. Confidentiality obligations

16.1. Each party must:
16.1.1. keep the other party’s Confidential Information strictly confidential;
16.1.2. not disclose the other party’s Confidential Information to any person without the other party’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this Agreement; and
16.1.3. use the same degree of care to protect the confidentiality of the other party’s Confidential Information as the first party uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care.
16.2. Notwithstanding clause 16.1, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
16.3. No obligations are imposed by this clause 16 with respect to a party’s Confidential Information if that Confidential Information:
16.3.1. is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
16.3.2. is or becomes publicly known through no act or default of the other party; or
16.3.3. is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
16.4. The restrictions in this clause 16 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.
16.5. The provisions of this clause 16 shall continue in force indefinitely following the termination of the Agreement.

1. 17. Acknowledgements and warranty limitations

17.1. You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, We give no warranty or representation that the Services will be wholly free from defects, errors and bugs.
17.2. You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, We give no warranty or representation that the Services will be entirely secure.
17.3. You acknowledges that the Services are designed to be compatible only with that software and those systems specified as compatible in the relevant specification; and We do not warrant or represent that the Services will be compatible with any other software or systems.

2. 18. Force Majeure

18.1. We shall have no liability to You in respect of anything which, apart from this provision, may constitute a breach of this Agreement arising by reason of force majeure which means, circumstances beyond Our reasonable control including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, unauthorised use or access to the IT systems, explosion, flood, epidemic, strikes and other industrial disputes (in each case, whether or not relating to Our workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions. 

1. 19. Notices

19.1. Any notice to be given by either party to the other must be in writing and may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error-free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.

1. 20. Non-Waiver

20.1. Any forbearance or failure by Us to enforce a contractual provision to which You are subject shall not affect our right to require such performance at any subsequent time, nor shall the waiver or forbearance by Us of any breach of any provisions of this Agreement herein be taken to be or held to be a waiver of the provision or provisions itself of themselves. 

1. 21. Assignment

21.1. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of Our rights and obligations under this Agreement.
21.2. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights and obligations under this Agreement without our prior written consent. 

1. 22. Severance

22.1. If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
22.2. If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

1. 23. Law

23.1. This Agreement shall be governed by and construed in accordance with English law and You hereby submit to the exclusive jurisdiction of the English courts. 

1. 24. Interpretation

24.1. In this Agreement, a reference to a statute or statutory provision includes a reference to:
24.1.1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
24.1.2. any subordinate legislation made under that statute or statutory provision.
24.2. The clause headings do not affect the interpretation of this Agreement.
24.3. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

1. 25. Entire Agreement

25.1. These terms and conditions, the Service Order Forms and other documents expressly referred to in this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
25.2. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.

1. 26. Third party rights

26.1. This Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.
26.2. The exercise of the parties’ rights under this Agreement is not subject to the consent of any third party.

 

Version 2.4 (Last updated 25/02/2025)