Last Updated: 17th August 2018

 

This agreement is made between Exact Internet Limited (“we”, “us”, “our”) and customers using our hosting services (“you”, “your”).

 

http://www.exactinternet.co.uk is a site operated by Exact Internet Limited.  We are incorporated and registered in England and Wales with company number 07874086 whose registered office is at 40a The Street, Capel St Mary, Ipswich, Suffolk, IP9 2EP

 

Subject to the terms and conditions of this Agreement, our Acceptable Use Policy and Privacy Policy, we agree with you as follows:

 

  1. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
    1. After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a service. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Service(s) will be provided (Service Confirmation). The contract between Us (“the Agreement”) will only be formed when we send you the Service Confirmation.
    2. The Contract will relate only to those Services whose supply we have confirmed in the Service Confirmation. We will not be obliged to supply any other Services which may have been part of your order until the provision of such Services has been confirmed in a separate Service Confirmation.
    3. You place an order with us by completing our online order form at http://my.exactinternet.co.uk in our Client Area.
  2. DUTIES
    1. We shall provide you with web hosting, domain name registration, email and any other services or facilities provided by us (“Services”) as specified in your order subject to these terms and conditions.
    2. You shall upload the website to be hosted by us (the “Site”) and its content (“the Materials”), owned by you, or licensed to you by a third party or us using standard protocols we make available.
    3. You shall ensure that the Materials you provide do not infringe any applicable laws, regulations or third party rights and will comply with our Acceptable Use Policy.
  3. CUSTOMER RESPONSIBILITIES
    1. You shall be responsible for the accuracy and completeness of the Materials and Site Software.
    2. We shall not be liable for any delays in carrying out the Services resulting from your failure to fulfil any of your obligations under this Agreement.
    3. We reserve the right to invoice you for any additional expenses reasonably incurred by us as a result of such delays.
  4. CHARGES AND PAYMENT
    1. Unless the billing term has been specified and agreed between the parties, we shall issue a monthly invoice in respect of the Charges, and you shall pay us the Charges set out in our invoice within 30 days of the date of our invoice.
    2. If you fail to pay any amount payable by you under this Agreement, we reserve the right to:
      1. charge you interest on the overdue amount. Such interest shall be payable by you forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8% per annum above the base rate for the time being of HSBC Bank Plc. Such interest shall accrue on a daily basis and be compounded quarterly.
      2. claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
      3. suspend and/or terminate our Hosting Services.
    3. We reserve the right not to renew your domain name should you fail to provide us with the necessary fees on time. We shall not be liable if, as a result, your domain name is returned to the public registry, nor we shall not be liable should you then be unable to renew and retain that domain name. We reserve the right to charge a restoration fee to re-register expired domain names.
  5. SERVICES
    1. We shall use our reasonable endeavours to make our servers and our Services available to the you 100% of the time but because the Services are provided by means of computer and telecommunications systems, we make no warranties or representations that the Service will be uninterrupted or error-free and we shall not, in any event, be liable for interruptions to our Services or downtime of the server.
    2. We carry out data backups for use by us in the event of systems failure. We provide limited data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up correctly, we accept no responsibility for data loss or corruption.
  6. IP ADDRESSES
    1. We shall maintain control and ownership of the IP address that is assigned to you as part of the Services and reserve the right in our sole discretion to change or remove any and all IP addresses.
    2. Where we change or remove any IP address it shall use its reasonable endeavours to avoid any disruption to you.
  7. WARRANTIES
    1. Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.
    2. You warrant and represent to us that our use of the Materials and Site Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that you have the authority to license the Materials and Site Software to us as set out in Clause 10.
    3. This Agreement sets out the full extent of the Host’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this Agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
  8. ALTERATIONS AND UPDATES
    1. All alterations and updates to our servers shall be made by you using the online account management facility, FTP access or SSH access where available. You will be issued with a user name and password in order to access the account. You must take all reasonable steps to maintain the confidentiality of this user name and password. If you reasonably believe that this information has become known to any unauthorised person, you agree to immediately inform us and change your login details as soon as is reasonably practicable to do so.
  9. TERM AND TERMINATION
    1. This Agreement will become effective on the date we send you Service Confirmation in accordance with clause 1.1 and shall continue until terminated by either party.
    2. The customer terminates this Agreement by raising a Support Ticket via the Client Area in the “My Tickets” section.
    3. We shall have the right to terminate this Agreement with immediate effect by notice in writing to you if you fail to make any payment when it becomes due.
    4. Either party may terminate this Agreement with immediate effect by notice in writing to the other if:
      1. the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
      2. the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
      3. the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
      4. the other party ceases to carry on its business or substantially the whole of its business; or
      5. the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
    5. Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
    6. On termination all data held in your account will be deleted.
    7. No refund will be issued for any service terminated before the end of the contracted period.
    8. We may at our sole discretion refuse to provide service, or to continue to provide service past an initial term. Where we decide to discontinue service past an initial term, we will inform the other party in writing not less than 30 days prior to the service renewal date.
  10. LIMITATION OF REMEDIES AND LIABILITY
    1. Nothing in this Agreement shall operate to exclude or limit the our liability for:
      1. death or personal injury caused by its negligence; or
      2. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
      3. fraud; or
      4. any other liability which cannot be excluded or limited under applicable law.
    2. We shall not be liable to you for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
    3. Subject to clause 8.1, our aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total fees paid by you to us under this Agreement in that calendar year.
  11. INTELLECTUAL PROPERTY RIGHTS
    1. You retain all Intellectual Property Rights in the Site Software and Materials, and grant us a licence to such Intellectual Property Rights to the extent required to perform our obligations pursuant to this Agreement.
    2. All Intellectual Property Rights in any works arising in connection with the performance of the Services by us shall be our property, and we hereby grant to you a non-exclusive licence to such Intellectual Property Rights for the purposes of hosting the Site.
    3. You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Site or the Materials infringe any Intellectual Property Rights of a third party.
  12. VARIATION AND WAIVER
    1. A variation of this Agreement shall be in writing and signed by or on behalf of both parties to this Agreement.
    2. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
    3. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
  13. ASSIGNMENT
    1. We may assign or otherwise transfer this Agreement at any time.
    2. You may not assign or otherwise transfer this Agreement or any part of it without our prior written consent.
  14. NOTICES
    1. Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement 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 2 days following the date of posting.
  15. FORCE MAJEURE
    1. Neither party shall be liable for delay or failure to perform any of our obligations under this proposal if the delay or failure is caused by any circumstances beyond our reasonable control. For the purposes of this condition, “force majeure” shall include, but not be limited to acts of God, weather, third parties’ availability or negligence, industrial dispute, fire or explosions, acts or omissions of any Internet Service Provider, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
  16. LIEN
    1. All materials or property belonging to you, as well as any work performed, may be retained as security until all just claims and debts against you are satisfied.
  17. THIRD PARTY RIGHTS
    1. This agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
  18. ENTIRE AGREEMENT
    1. Except as set out in this clause 18, neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it upon which it relied in entering into this agreement (Misrepresentation), and neither party shall have any liability other than pursuant to the express terms of this agreement. Nothing in this agreement shall exclude or limit either party’s liability for any Misrepresentation made fraudulently. Each party’s liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party’s ability to perform its obligations under this agreement, shall be subject to the limit set out in clause 10.3.
  19. SEVERANCE
    1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  20. GOVERNING LAW AND JURISDICTION
    1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.
    2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

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