Please read this agreement carefully before using any hosting techniques service. this is a legally binding agreement between hosting techniques and you, including any hosting techniques customer, user, or website visitor, (collectively referred to herein as "Customer").
These Terms of Service form part of an agreement (this/the "Agreement") between Hosting Techniques Limited, ("Hosting Techniques") and the Customer. This Agreement governs the provision of Hosting Techniques services (the "Service") and is effective as of the moment the Customer indicates agreement at the Hosting Techniques website, the two parties sign a paper version, or the Customer uses any Hosting Techniques website or element of the Service (whichever comes first).
1.1 Hosting Techniques will provide the Service pursuant to this Agreement. Customer agrees that the Service is for business use and not for consumers, and Customer hereby affirms: (i) that it will use the Service for business purposes and not for personal, family, or household purposes; and (ii) that it is not an individual less than 18 years old.
1.2 The Service will include such optional features ("Optional Features") as are reflected in any Hosting Techniques quote accepted by Customer and any other ordering records maintained by Hosting Techniques (collectively, Customer's "Signup"). Optional Features may include:
i. Consulting or other professional services provided by Hosting Techniques staff (including without limitation independent contractors operating under the Hosting Techniques name); and
ii. Software and other products and services Customer acquires through Hosting Techniques online application and service store, provided such product or service is specifically designated "Provided Directly by Hosting Techniques." Optional Features are subject to the same terms and conditions as other elements of the Service, including without limitation the disclaimers and limitations of liability in Section 8 below, except as specifically set forth in this Agreement. Optional Features are also subject to the terms and conditions of any statement of work executed by authorised representatives of Customer and Hosting Techniques
1.3 The Service does not include any software, consulting service, or other product or service not provided by Hosting Techniques (collectively, "Third Party Products and Services").
i. Third Party Products and Services include, without limitation: (A) any third party consulting services that assist Customer in utilizing the Service or otherwise relate to the Service, including such services provided by third parties Hosting Techniques referred to Customer; and (B) any and all software and other products and services Customer acquires through Hosting Techniques, unless such product or service is specifically designated "Provided Directly by Hosting Techniques."
ii. third party products and services are not part of the service, and customer acquires them directly from the third party provider pursuant to such contract as customer and the third party provider may execute. hosting techniques is not responsible or liable for third party products and services, even if hosting techniques recommends the third party provider, even if the third party products and services are related to the service or to customer's ability to receive or exploit the service, and even if hosting techniques acts as the third party provider's agent in delivering the third party product or service, in collecting payment, or in other ways. without limiting the generality of the foregoing, hosting techniques will have no responsibility or liability for maintenance, updates, or upgrades of third party products and services or for intellectual property infringement by third party products and services, and hosting techniques provides no warranty or indemnity related to third party products and services. In the event that Hosting Techniques is held responsible or liable for Third Party Products and Services, despite the provisions of this Subsection 1.3 (ii), such responsibility or liability will be subject to the disclaimers and limitations of liability in Section 8 below.
1.4 So long as Customer remains in compliance with the terms of this Agreement, Hosting Techniques grants Customer a license to reproduce and use, during the term of this Agreement, such application program interface ("API") methods as Hosting Techniques may provide through the Service. The license in the preceding sentence is contingent upon the following: Customer will not reproduce or use the API methods for any purpose other than to receive the Service, and Customer will observe all Hosting Techniques written instructions for use of the API methods. Customer may not sublicense the rights granted in this Subsection 1.4. Hosting Techniques retains all title and interest in and to the API methods, and Customer receives no rights other than those specifically granted in this Subsection 1.4.
2. Payment Plans & Terms
2.1 Customer will pay by direct debit for the Service pursuant to one of the following payment plans, as listed in Customer's Signup:
i. "Pay-as-You-Go Plan": Customer pays for such Service as it uses, and Hosting Techniques may charge fees hourly or daily (or at such times as it chooses).
ii. "Prepaid Agreement": Customer pays monthly, or on such other prepayment period as is listed in Customer's service contract, for a package of Service listed in Customer's Proposal (Customer's "Service Package"). Payment is due before the start of each prepayment period, including renewed prepayment periods. Each Prepaid Agreement default term is 12 months unless otherwise stated in the service package (“initial period”). Customer may terminate the Contract by giving three months’ prior written notice to Hosting Techniques expiring on an Anniversary Date beyond the initial period. Hosting Techniques may terminate the Contract by giving three months’ prior written notice to the Customer expiring on an Anniversary Date beyond the initial period. Either party may terminate the Contract forthwith on written notice if the other party shall become insolvent or bankrupt or make an arrangement with its creditors or enter into receivership or go into liquidation. Termination of the Contract shall not prejudice any rights of either party, which have arisen on or before the date of termination.
iii. If the prepayment period is one month or less, Customer may cancel the Prepayment Agreement on 30 days' advanced written notice.
Customer will pay overage fees in the event that it exceeds its Service Package during any hour, as calculated by Hosting Techniques pursuant to its standard policies, and Hosting Techniques may charge overage fees daily (or at such times as it chooses). Customer may increase ("Upgrade") its Service Package through the Hosting Techniques Account Manager. Additional charges will go into effect upon Upgrade, and Hosting Techniques may charge a prorated increase in Service fees for the payment period during which the Upgrade occurs, on a daily basis (or at such times as it chooses).
Fees for Optional Services are in addition to fees for Pay-as-You-Go Plans and for Prepaid Agreements. Hosting Techniques may bill Customer separately, on a monthly or other periodic basis, for Optional Features, pursuant to Hosting Techniques standard policies.
2.2 Customer will pay Hosting Techniques standard fees for the Service, including for Optional Features, as such fees may be revised from time to time. However, if Customer and Hosting Techniques agree to alternate fees in Service Package, or in a Statement of Work for consulting-related Optional Features, such alternate fees will apply until the end-date specifically listed in the Service Package or Statement of Work, or if no end-date is listed, for 1 year. Thereafter, alternate fees will revert to Hosting Techniques then-standard fees. Customer will pay any set-up or other fees required pursuant to Hosting Techniques standard policies. Customer will make all payments in U.K. Pounds. Hosting Techniques is not required to issue refunds or credits except as specified in this Agreement. Without limiting the generality of the foregoing: 2.1 (i) fees for Pay-as-You-Go Plans are non-refundable, and so are fees for Prepaid Agreements, except as specifically set forth in Subsection 2.1 (i) above; and (ii) no credit will entitle Customer to a refund. Promotional credits and SLA credits issued by Hosting Techniques may not be used to pay for Optional Features, and no credit issued by Hosting Techniques may be used for Third Party Products and Services.
2.3 Customer will notify Hosting Techniques of any billing dispute, providing details regarding the nature of the dispute and the amount, within 15 days of the date on the invoice in question, or waive such dispute. Any payment not received when due will, at Hosting Techniques option charge interest at a rate of LIBOR + 4% per annum on the Service Package or any other outstanding charges due by Customer to Hosting Techniques that remain unpaid more than 15 days beyond the periods set out in Section 2.1.
2.4 Service fees for Pay-as-You-Go Plan accounts and overage fees for Prepaid Agreement apply regardless of the cause of the Service usage or overage, even if caused by hacker activity or other third party actions. Hosting Techniques is not required to issue or provide a roll-over of Service (memory or data) to a future month, a credit, or any other refund in the event that Customer under-utilizes its Service Package.
2.5 Customer with Pay-as-You-Go will be required to maintain an amount of credit on account at all times. Hosting Techniques will hold this as a deposit and taken in advance of any service commencement. If any charge attempt is denied, Hosting Techniques may interrupt Service without advanced notice but will make reasonable efforts to provide such notice.
2.6 Customer with Prepaid Agreement will maintain payment by direct debit. Hosting Techniques will charge the Customer an administration fee of £30 if any direct debit fails, subsequent failures to take payment will result in suspension of the service. If any charge attempt is denied, Hosting Techniques may interrupt Service without advanced notice but will make reasonable efforts to provide such notice. Hosting Techniques will also charge any additional costs incurred, legal or otherwise to ensure recovery of all payments owed.
3. Term and Termination
3.1 This Agreement will continue until terminated by either party pursuant to the procedures set forth in this Section 3.
3.2 Customer may terminate this Agreement for material breach, effective on 30 days' written notice specifying the nature of the breach once the initial period has passed, provided this Agreement will not terminate if Hosting Techniques cures the breach before the effective date of termination. Customer may also terminate this Agreement for convenience. If Customer has a Pay-as-You-Go Plan, termination for convenience will become effective on the day after such notice. If Customer has a Prepaid Agreement, notice of termination for convenience will also constitute notice of cancellation of such plan, and such termination will become effective on the Prepaid Agreement cancellation date pursuant to Subsection 2.1(ii) above. Customer will provide notice of any termination in writing. Hosting Techniques is not required to refund any payments in the event of termination by Customer, except as specifically set forth in Subsection 2.1(ii) above
3.3 Hosting Techniques may terminate the Service, any portion thereof, or this Agreement for material breach, including without limitation any breach of the provisions of the AUP or of the payment obligations set forth in Section 2, without advanced notice. Hosting Techniques is not required to refund any fees paid or prepaid after such termination. Hosting Techniques may also terminate this Agreement for convenience at any time. Hosting Techniques will provide 30 days' advanced written notice of any termination for convenience. Upon termination for convenience, Hosting Techniques will refund any amounts prepaid for Service not yet provided.
4. Acceptable Use
4.1 Customer represents that it has read the AUP, and Customer will adhere to its requirements.
i. Without limiting the generality of the foregoing, Customer will not allow the Service or Hosting Techniques equipment to be used for activities prohibited by the AUP. Third party violations of the AUP using Customer's Service, including any IP addresses, points of access to the Internet, systems, software, or equipment assigned to Customer will be considered violations by Customer.
ii. Notwithstanding any provision to the contrary in this Agreement, and without limiting any of Hosting Techniques rights or remedies, Hosting Techniques may suspend Service in whole or in part in the event that Hosting Techniques reasonably suspects an AUP violation. Reasonable suspicion pursuant to the preceding sentence includes, without limitation, a third party notice or claim that Customer's use of the Service infringes on third party rights. Hosting Techniques will make reasonable efforts to notify Customer before any such suspension, unless the AUP violation calls for immediate action to prevent injury or liability, in Hosting Techniques opinion and at its sole discretion. Suspension pursuant to this Subsection 4.1 (ii) may continue so long as Hosting Techniques reasonably suspects an AUP violation. Hosting Techniques is not liable for any Service suspension authorized by this Subsection 4.1 (ii), or for any related loss, even if the suspected AUP violation did not occur.
4.2 Hosting Techniques has no obligation to monitor the Service for AUP violations or for other illegal or improper conduct but may do so and may disclose information regarding use of the Service for any reason, including: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; and to protect itself and its customers. Hosting Techniques may grant law enforcement agencies access to its equipment, including equipment used to provide the Service to Customer.
5. Service Levels & Remedies
5.1 Hosting Techniques will not be liable for Service interruptions or any other Service failures except as specifically set forth in the SLA and in this Section 5. In the event of hardware failure:
i. Hosting Techniques will make reasonable efforts to recover lost data, upon Customer's request, but data-recovery is not guaranteed; and
ii. Hosting Techniques will provide such credits as are required by the SLA (if any). In the event that Customer is dissatisfied with the Service, Customer's sole remedies are those listed in the SLA and in this Section 5, or termination of this Agreement as authorized pursuant to Section 3 above. Remedies listed in the SLA do not apply to any Service interruption authorized pursuant to Section 6 or any other provision of this Agreement and Hosting Techniques will not be liable for any such interruption.
5.2 All Service features, whether or not addressed in the SLA, are provided pursuant to the provisions of Section 8 below and the other terms and conditions of this Agreement.
6. Maintenance & Security
6.1 Hosting Techniques may interrupt Service to perform maintenance on Hosting Techniques equipment or to address and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by third parties. Hosting Techniques will exercise reasonable efforts to inform Customer before interrupting Service and to repair the Service promptly.
6.2 Customer is responsible for maintaining security and for maintaining patches and disaster recovery systems, except to the extent Hosting Techniques specifically accepts such responsibility by listing such service features in Customer's Service Package (subject to the limitations of liability in Section 8 and elsewhere in this Agreement). Whether or not Customer's Service Package Signup calls on Hosting Techniques to maintain back-ups, Customer will keep a back-up copy of all data hosted by Hosting Techniques. Customer will promptly report any Service failure to Hosting Techniques via email or telephone. Hosting Techniques is not responsible for providing physical access to or copies of software, data, or content stored on Hosting Techniques equipment under any circumstances and is not required to provide network access
i. after any termination or suspension of Customer's Service or
ii. in the event of hardware failure, abuse by hackers or other third parties, improper administration by Customer, or other interruption of network access.
6.3 Hosting Techniques is not required to reimburse any expenses Customer incurs for technology diagnosis or repair, including without limitation expenses for outside consultants.
7. Private and Confidential Information
7.2 Customer will employ reasonable security precautions in its use of the Service, including without limitation encryption of National Insurance numbers, medical records, and information of similar sensitivity belonging to Customer or to its customers or users.
7.3 Customer will not use Confidential Information (as defined below) for any purpose other than to facilitate the Service. Except as specifically authorized in writing in advance by Hosting Techniques, Customer will not disclose Confidential Information to any third party, and will prevent any such disclosure of Confidential Information in Customer's possession or control. Without limiting the generality of the foregoing, Customer will take reasonable precautions to protect Confidential Information and will not disclose Confidential Information to any of its employees or contractors who do not need to know. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided Customer gives Hosting Techniques advanced notice reasonably sufficient to allow Hosting Techniques to seek a protective order or otherwise to contest such required disclosure, and reasonably cooperates in such effort. Customer will promptly notify Hosting Techniques in writing of any misuse or misappropriation of Confidential Information that comes to Customer's attention and will cooperate with Hosting Techniques in investigating any such misappropriation and in mitigating any damages caused. Upon termination of this Agreement or upon Hosting Techniques written request, Customer will return all Confidential Information to Hosting Techniques and certify, in writing, the destruction of any copies thereof.
i. "Confidential Information" refers to any information Hosting Techniques provides to Customer in any form and marks "Confidential," and any information Hosting Techniques discloses orally and identifies as "Confidential" on or before disclosure. However, Confidential Information does not include information that: (A) is in Customer's possession at the time of original disclosure by Hosting Techniques; (B) is independently developed by Customer without use of or reference to information provided by Hosting Techniques; or (C) becomes known publicly, before or after disclosure, other than as a result of Customer's improper action or inaction.
ii. Customer agrees that breach of the provisions of this Subsection 7.3 might cause Hosting Techniques irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, Hosting Techniques will be entitled to preliminary, temporary, and/or permanent injunctive relief against such breach or threatened breach, without the necessity of proving actual damages.
8. Warranties, Disclaimers & Limitations of Liability
8.1 Hosting Techniques makes no express or implied warranties, including without limitation warranties of title, non-infringement, merchantability, or fitness for a particular purpose. hosting techniques does not warrant that the service will be uninterrupted, error-free, or free from viruses or other harmful components. the service is provided with no warranties regarding security, reliability, protection from attacks, data integrity, or data availability (including without limitation data integrity or availability related to cloud storage features of the service). except to the extent specifically provided in the sla, the service is provided on an "as is" and "as available" basis. no communication between customer and hosting techniques will create a warranty or in any way alter or restrict any disclaimer of warranty or limitation of liability set forth in this section 8 or elsewhere in this agreement. as used in the previous sentence, "communications" include, without limitation, marketing materials and representations of salespeople, advice provided by hosting techniques or any of its representatives, quotes, customer's proposal, and any work order or other ordering document.
8.2 Hosting Techniques will not be liable for any consequential, incidental, indirect, exemplary, punitive, or multiple damages, even if advised in advance of the possibility of such damages. hosting techniques maximum liability arising out of or related to this agreement will not exceed the total amount of fees paid by customer during the 12 months preceding the injury giving rise to the claim.
8.3 except to the extent specifically provided in section 5 above, and except to the extent that applicable law specifically forbids such limitation of liability, hosting techniques will have no liability whatsoever for any claims, losses, actions, damages, suits, or proceedings resulting from any of the following or from any hosting techniques efforts to address or mitigate any of the following:
iii. security breaches, including without limitation eavesdropping, third party access to customer data or to assigned computers, third party access to or misuse of passwords provided to hosting techniques, and interception of traffic sent or received using the service;
iv. release or exposure, for any other reason, of personally identifiable information or other private data, including data belonging to customer's own customers and other users;
v. denial of service attacks, viruses, worms, and other intentional interference by third parties, including without limitation by other hosting techniques customers; (iv) loss of data or loss of access to data; (v) actions of third parties, including without limitation other hosting techniques customers and third party products and services providers;
vi. actions of hosting techniques employees, agents, or contractors acting outside the scope of their duties;
vii. mistakes, omissions, interruptions, deletions of files, errors, defects, delays in operation, or other failures of performance of the service, including without limitation accidental disconnection and termination of service; and
viii. the accuracy, completeness, and usefulness of the service. the provisions of this subsection 8.3 apply, without limitation, even if customer purchases service features addressing security, data integrity, data backup, attack protection, viruses, spam, monitoring, or system integrity. hosting techniques does not control and has not thoroughly reviewed all the websites linked to hosting techniques website or run by hosting techniques customers or by providers of third party products and services. with the exception of its own website, hosting techniques is not responsible or liable for the content or practices of any website, including without limitation third party websites referenced in the preceding sentence.
8.4 the liabilities limited by this section 8 apply:
i. to liability for negligence;
ii. regardless of the form of action, whether in contract, tort, strict product liability, or otherwise;
iii. even if hosting techniques is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and
iv. even if customer's remedies fail of their essential purpose. hosting techniques limitations and exclusions of liability and disclaimers of warranty, set forth in this section 8 and elsewhere in this agreement apply equally to hosting techniques officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies. customer acknowledges and agrees that hosting techniques has set its prices and entered into this agreement in reliance upon such limitations of liability, and that such limitations of liability form an essential basis of the bargain between hosting techniques and customer.
Customer will defend, indemnify, and hold harmless Hosting Techniques (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any of Customer's customers or users, or any other third party, arising out of or related to Customer's use of, misuse of, or failure to use the Service, including without limitation:
i. Alleged Customer conduct that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other AUP violations;
ii. Security breaches or other alleged faults in the Service, including without limitation faults listed in the SLA and faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to Customer, to one of Customer's customers, or to other third parties); and
iii. Any action taken by Hosting Techniques as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation includes payment of losses, expenses, damages, judgments, settlements, and costs, including without limitation legal fees.
10.1 Title and intellectual property rights to the Service and all components thereof are owned by Hosting Techniques and its licensors and suppliers. All hardware and Internet protocol addresses provided by Hosting Techniques are licensed to Customer temporarily and remain Hosting Techniques sole and exclusive property. This Agreement does not grant Customer a license to any software used to provide the Service or associated with the Service (collectively, "Software"), or to any other software, by implication, by estoppel, or otherwise. Without limiting the generality of the foregoing, Customer will not reproduce, reverse engineer, decompile, or disassemble the Software. The logos, service marks, and trademarks (collectively, "Trademarks") displayed on Hosting Techniques website and through the Service, whether or not registered, belong to Hosting Techniques and its licensors and suppliers. Neither this Agreement nor any Hosting Techniques website grants a license to any Trademark, by implication or otherwise. Nothing in this Agreement transfers to Hosting Techniques any copyright in, trademark on, or other ownership interest in any data or content of Customer. However, Hosting Techniques may include Customer's name in any list of customers used for marketing or other purposes.
10.2 Customer is responsible for maintaining the confidentiality of its usernames and passwords, and Customer will not transfer or sell to any third party such usernames or passwords, or Customer's access to the Service.
10.3 Hosting Techniques is not obligated to sell Customer any Service feature not listed in Customer's Service Package, or to provide more Service than required by such Package.
10.4 During the term of this Agreement and for 180 days thereafter, Customer will not encourage or solicit any Hosting Techniques or partner business, employee or independent contractor to leave Hosting Techniques employ, or otherwise interfere with Hosting Techniques employment relationships.
10.5 The parties agree that the fees listed as liquidated damages in Subsection 2.3 and elsewhere in this Agreement do not constitute penalties and are reasonable in light of the harm that will be caused by breach, the difficulties of proof of loss, and the inconvenience and infeasibility of otherwise obtaining an adequate remedy. No remedy of Hosting Techniques provided in this Agreement for late payment, declined credit card charges, or other breaches will limit any other right or remedy of Hosting Techniques at law or in equity.
10.6 All written communications to Customer will be deemed delivered if sent to the contact points provided to Hosting Techniques at the time of order, or to such other contact points as Customer provides in writing. Customer will include a valid e-mail address with such contact points. All written communications to Hosting Techniques will be mailed to Unit 5, Chancery Gate Business Centre, Ruscombe Park, Twyford, BERKS. RG10 9LT. Unless Hosting Techniques notifies Customer in writing of alternate contact information.
10.7 Hosting Techniques may revise this Agreement from time to time by posting an amended version at the Hosting Techniques website and sending Customer written notice thereof. If Customer has a Pay-as-You-Go Plan pursuant to Subsection 2.1 (i) above, such amended version of this Agreement will become effective 30 days after such notice (the end of the "Notice Period"), and Customer's continued use of the Service after the Notice Period will confirm consent to such amended version. If Customer has a Prepaid Agreement pursuant to Subsection 2.1 (ii) above, such amended version of this Agreement will become effective upon the first to occur, after the Notice Period, of:
i. The start of Customer's next prepayment period; or
10.8 This Agreement is to be construed in accordance with and governed by the internal laws of the United Kingdom without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the United Kingdom to the rights and duties of the parties.
10.9 Hosting Techniques hereby notifies Customer that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist the customer in limiting access to material that is harmful to minors, and information regarding providers of such protections may be found on the Internet by searching "parental control protection" or similar terms. If Customer is a consumer (despite the prohibition in Subsection 1.1 above), Hosting Techniques hereby provides Customer with the following notice (i) to resolve any complaint regarding the Service or receive any further information regarding the Service, Customer should contact Hosting Techniques at the contact points provided by Hosting Techniques website.
10.10 Customer will not use the Service in any way that violates applicable laws or regulations, including without limitation U.K. Export Regulations. Customer represents and warrants that it is not a person or entity subject to a legal rule that would prohibit Hosting Techniques from providing the Service.
10.11 No delay, failure, or waiver of either party's exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
10.12 In the event of any conflict between these Terms of Service and any other element of this Agreement, or any ordering document or statement of work, these Terms of Service will govern.
10.13 Customer may not assign this Agreement or any of its rights or obligations hereunder without Hosting Techniques express written consent. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
10.14 If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionably or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired.
10.15 This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.