Terms and Conditions

Terms and conditions for PROVIDER, located in The Netherlands.

1. Definitions
1.1. Account: the CLIENT name allowing CLIENT access to PROVIDER's system.
1.2. Annex: appendix with the agreement and / or Terms and Conditions.
1.3. Bandwidth: the amount of bits transferred through a connection per time unit.
1.4. Bit: Binary digit. The smallest possible unit in a computer. The value of a bit is 0 or 1.
1.5. Bps: Bytes per second.
1.6. bps: bits per second.
1.7. Byte: The unit representing the data size. A character takes up 1 byte (or 8 bits) of space. Among other things this unit is used to represent disk space and data traffic.
1.8. Data Traffic: all traffic which is generated by CLIENT's website or server. Incoming and outgoing, with the exception of backup traffic, measured in Mb or Gb.
1.9. Service: The specified service agreed upon by PROVIDER and CLIENT as documented in the Agreement.
1.10. Email address: an address code in the CLIENT's name in order to exchange electronic messages via
the Internet. 1.11. Gigabyte (Gb): 1,000,000,000 bytes. 1.12. Gigabit (GB): Gbit 1,000,000,000 bits. Among other thing his unit is used to represent bandwidth. 1.13. Hardware: computer- and related equipment. 1.14. Hosting: placing and administrating data on a server. 1.15. Dial up Number: the telephone number PROVIDER uses to allow CLIENT access to the system and the
Internet. 1.16. Internet Connectivity: the connection to the internet used by CLIENT's website and / or equipment,
hosted by PROVIDER. Internet Connectivity can occur as a data traffic or bandwidth package. 1.17. Kilobyte (Kb): 1,000 bytes. 1.18. Kilobit (MB): Kbit, 1,000 bits. Among others this unit is used to represent the bandwidth. 1.19. Log-In Procedure: the procedure determined by PROVIDER allowing CLIENT to gain access to the
system and the Internet. 1.20. Megabyte (Mb): 1,000,000 bytes 1.21. Megabit (MB): Mbit, 1,000,000 bits. Among others this unit is used to represent the bandwidth. 1.22. Modules: components which are placed in a website. Modules consist of a combination of programming
language (scripts), databases and regular website pages. 1.23. Nettiquette: the generally accepted code of conduct on the Internet as noted in RFC 1855
(ftp://tp.ripe.net/rfc/rfc1855.txt) and future adaptations of said document. 1.24. Network: the equipment used for transferring and (if applicable) routing as well as other technical means
enabling signal to be transferred between connection points via cables, radio waves, optical means and other
electro magnetic means and for the part where these are controlled by PROVIDER. 1.25. Agreement: the agreement between PROVIDER and CLIENT which is the basis for the service supplied
by PROVIDER. 1.26. Server: a computer which is hooked up to the Internet and used to exchange and store data. 1.27. Service Level: This is a predetermined level of support binding PROVIDER to a service package which is
specified in the Agreement. 1.28. Disk Space: the amount of space on the PROVIDER server allocated for CLIENT to store data, depicted
in Mb or Gb. 1.29. Spam: bulk sending of large amounts of unsolicited emails with similar contents and / or posting in large
amounts of news groups on the Internet of messages with similar contents. These include Opt-Out mailings. 1.30. System: computer equipment and peripherals enabling PROVIDER to allow CLIENT access to the
Internet and Hosting services. 1.31. Usage: the amount of data traffic and / or bandwidth used by CLIENT during a period of one month. 1.32. Website: one or more integrated Internet pages, preceded by a home page.
2. General
2.1. These Terms and conditions are applicable to all offerings and agreements in which PROVIDER provides goods or services of any kind to a third party - from here on to be called CLIENT, along with goods or services which are not (in detail) specified in these agreements. Deviation of these Terms and Conditions is only legal if these have been agreed upon in writing.
2.2. Applicability of possible purchase, or other conditions by CLIENT is explicitly denied. At the time of the actualization of the agreement CLIENT is relied upon to have agreed with the explicit applicability of these Terms and Conditions. This also goes for additional orders placed by CLIENT, either spoken, by telephone, by fax, by email or by any other means conveyed to PROVIDER, making a written confirmation by PROVIDER not (still) obligatory.
2.3. Deviating Terms and Agreements only apply if and when PROVIDER has accepted these explicitly and in writing.
2.4. All offers made by PROVIDER are without obligation. Only after an acceptance in writing by PROVIDER an Agreement is established. An invoice sent by PROVIDER is equal to a written acceptance. PROVIDER reserves the right to refuse a would-be CLIENT for reasons left to her discretion.
2.5. A representative wishing to come to an agreement on behalf of a legal entity may be requested by PROVIDER to produce their authorization in the matter.
2.6. Transactions will be made based on pricing at the time the Agreement was established. Prices are in Euro (€) and not including VAT, feasible tolls, rights and / or telephone bills, unless agreed upon otherwise.
2.7. Some of PROVIDER's services are outsourced to third parties. PROVIDER accepts no responsibility for services provided by third parties.
2.8. CLIENT hereby authorizes PROVIDER to add his or her personal details to her database needed for administrative and operational tasks. This database is only accessible to PROVIDER and is not passed on to third parties, unless PROVIDER is obligated to by law or court order. CLIENT is to notify PROVIDER as soon as possible in case of alterations in relevant data.
2.9. CLIENT will convey all changes to her contact details by mail or fax to PROVIDER. PROVIDER will only communicate with known contacts provided by CLIENT. CLIENT will ensure the contacts are available for telephone and email.
2.10. Only PROVIDER's legal partners are allowed to enter agreements on behalf of PROVIDER.
3. Delivery
3.1. Delivery means placing a website on the Internet, connecting for usage of the Internet connection and / or the computer equipment and or realizing other services or transferral of products.
3.2. Delivery periods can only be estimated. Exceeding the delivery time never entitles CLIENT to be payed damages or cancellation of the order.
3.3. If, due to circumstances, even in case they have a cause within PROVIDER itself, PROVIDER is temporarily or permanently unable to fulfill the order partially or completely, PROVIDER reserves the right to partially or completely cancel or decline the order. PROVIDER will notify CLIENT of such decisions.
3.4. Complaints concerning fulfillment of the agreement, functioning of the system, performance of the website have to be issued in writing. These complaints are regularly inventoried and subsequently action is taken to improve on the situation. PROVIDER cannot be expected to answer complaints via email personally. Conventional (to be called for) mail will be personally responded to.
3.5. CLIENT is expected to allow PROVIDER to investigate and correct the complaints. In the event of not living up to the letter of the previous article CLIENT waives all claims.
3.6. Complaints have no effect on CLIENT's payment obligations.
3.7. The ownership of products passes from PROVIDER to CLIENT only when underlying invoice has been completely payed.
4. Payment
4.1. All payments have to be made in advance, unless otherwise agreed upon in writing. Services are invoiced each 6 months in advance, unless otherwise agreed upon in writing. Services will be payed via direct debit, unless otherwise agreed upon in writing.
4.2. Invoices are only payable to PROVIDER for completion.
4.3. In case of payment more than fourteen (14) days after receiving the invoice, CLIENT will owe two (2) percent interest per month over the total amount without a notification or court order.
4.4. In case of late payment PROVIDER reserves the right to suspend or cancel the services to CLIENT without notification or announcement until all unpaid invoices have been paid, despite the payment deadline.
4.5. In case of late payment PROVIDER will be allowed to claim the in court and out of court costs with CLIENT. Out of court costs will bet set at fifteen (15) percent of the amount payable, with a minimum of €125.-- PROVIDER is not obligated to show the costs that have in fact been made.
4.6. PROVIDER is allowed to deduct her claims with CLIENT from the debts owed to CLIENT by PROVIDER, even if these claims prove not to be admissible.
4.7. PROVIDER is authorized to change the tariffs. These changes will be announced to CLIENT at least one (1) month in advance through usual channels. PROVIDER is allowed, at all times, to change pricing of payment or other costs. These changes will be announced at least one (1) month in advance on the news pages of PROVIDER's website. If CLIENT does not wish to submit to these changes, he or she is authorized, deviant from these Terms and Conditions, up until the time of the actuation of the change, to cancel the service per the date of the change.
5. Website
5.1. PROVIDER designs, develops and administrates new and existing websites.
5.2. The website, in its totality, is property of PROVIDER. She is legal owner to all rights of industrial and intellectual property among others in the case of content, design, texts, source code, and the form of the website. The other party only reserves the right to use the website. PROVIDER is authorized to mark each page “© Copyright PROVIDER ” with a link to her website.
5.3. If an existing website forms the basis of a website developed by PROVIDER, the original design remains property of CLIENT. CLIENT will store this website by his or her own means. From the moment PROVIDER further develops the existing website, it becomes property of PROVIDER which then reserves all rights. If CLIENT is to cancel the agreement, he or she is then only authorized to use the original website.
5.4. CLIENT is not authorized to make changes to or copy the website, or place it elsewhere on the Internet.
5.5. CLIENT guarantees that no rights by third parties dispute the making available of equipment, software, text, video or audio material to PROVIDER and brining about changes to the material and CLIENT assumes full responsibility for any action taken based on violation of rights of third parties.
5.6. All source material needed for the design of the website need to be made available to PROVIDER in digital format within 14 days after the agreement is made.
5.7. PROVIDER will, depending on the size of the website, place the website on the Internet within 12 weeks after receiving all source material. As soon as CLIENT signs off on the concept, the lease period will commence. This period will commence at the latest in 4 weeks after presenting the website.
5.8. Every invoiced website is entitled to one adaptation per year free of charge within a margin specified by PROVIDER. CLIENT will be billed for each time per year the amount noted above is exceeded or for considerable changes compared to the work agreed upon.
6. Modules
6.1. PROVIDER designs, develops and administrates modules.
6.2. The module in its totality is property of PROVIDER. She is legal owner to all rights of industrial and intellectual property among others in the case of content, design, texts, source code, and the form of the module. The other party only reserves the right to use the website. PROVIDER is authorized to mark each module “© Copyright PROVIDER ” with a link to her website.
6.3. Modules cannot be handed down, unless agreed upon otherwise in writing.
7. Server hosting
7.1. In her cabinets PROVIDER places servers she administrates herself and / or which are leased out to her CLIENTs. In addition to leasing the space and the server CLIENT is able to obtain a Service Level.
7.2. Despite the Service Level, CLIENT remains responsible for the functioning of the server at all times.
7.3. PROVIDER cannot be held legally accountable for CLIENT's equipment. Among other things this means hardware, software, data and / or applications.
7.4. If CLIENT wishes to place or remove her equipment from PROVIDER CLIENT will notify PROVIDER in writing at least two days in advance. PROVIDER reserves the right to deny CLIENT access to her own equipment in case CLIENT does not meet her current or future obligations, flowing from the server hosting agreement between PROVIDER and CLIENT.
7.5. CLIENT will place her equipment in the manner described by PROVIDER. If CLIENT does not occupy the conformed space, PROVIDER is authorized to use this space temporarily. At CLIENT's request PROVIDER will clear this space within two working days, so CLIENT can place her equipment.
8. ADSL
8.1. PROVIDER supplies ADSL through KPN or other third parties.
8.2. CLIENT enters an agreement with PROVIDER and KPN for the supply of ADSL. In the agreement the Terms and Conditions for Sales, Terms and Conditions Mxstream, Terms and Conditions for services rendered (only applicable for technician's installation), Additional Terms and Conditions for assembly installation services (only applicable for technician's installation) by KPN apply. CLIENT agrees to these conditions.
9. Usage
9.1. PROVIDER supplies internet connections through third parties. Websites are placed on her own servers or those of third parties. Servers are placed in leased locations.
9.2. CLIENT is authorized to utilize the help desk for support during regular office hours.
9.3. CLIENT supplies the needed hardware and software, peripherals and connections to make access to the system possible.
9.4. CLIENT is bound by the amount of disk space as described in the agreement. CLIENT is responsible for exceeding this amount. If the allocated amount is exceeded, PROVIDER is authorized to remove (file) information without any legal obligations concerning PROVIDER.
9.5. CLIENT will refrain from hindering or damaging other CLIENTs, Internet users or the PROVIDER system. It is specifically prohibited to engage processes or applications -be it through the system or not- if CLIENT can suspect within reason this will cause hindrance or damage to PROVIDER, other CLIENTs and Internet users. CLIENT is only authorized to run processes or applications if a direct connection, engaged or specifically authorized by PROVIDER, with the system exists.
9.6. It is prohibited to utilize the connection with PROVIDER, the system and the disk space for illegal demeanor, actions and or demeanor conflicting with applicable legislation, the netiquette, regulations of the "Reclame Code Commissie", the agreement or these Terms and Conditions. Among other things, but not exclusively this implies the following actions and demeanors: spamming: the unsolicited sending of bulk amounts of email with similar content and / or unsolicited posting of bulk amounts of messages with similar content on news groups on the Internet; violation of legally protected works or other demeanor conflicting with intellectual property rights held by third parties; publication or distribution of child pornography; sexual intimidation or any other kind of harassment; hacking: gaining access to computers or computer systems on the Internet without permission.
9.7. If PROVIDER feels CLIENT has engaged in any of the above mentioned demeanor, CLIENT will be disconnected from the system without restitution of the already payed usage fee and the agreement is terminated. PROVIDER reserves the right to claim any damages flowing from the issue with CLIENT.
9.8. CLIENT is not authorized to pass on his or her account or any other rights flowing from the agreement to third parties or allow third parties to use them, unless PROVIDER has specifically authorized this action in writing.
9.9. Staff from or on behalf of PROVIDER will not gain knowledge of CLIENT's personal electronic mail or monitor CLIENT's actions on PROVIDER's system or other systems on the Internet, unless PROVIDER has a strong suspicion that CLIENT is using the PROVIDER system to either hack other computers or is using PROVIDER's services for any other illegal or otherwise illegitimate demeanor.
10. Access
10.1. PROVIDERisauthorizedtoblockCLIENT'saccesstothewebsite,hisand/orheremailand/or Internet access temporarily if CLIENT has failed or partially to meet a commitment or if he or she is acting in a way conflicting with the applying Terms and Conditions.
10.2. Reinstating of CLIENT's privileges will occur if and when CLIENT has met his or her commitments
within a time frame specified by PROVIDER. 10.3. PROVIDER is authorized to deny or limit CLIENT's access to PROVIDER if CLIENT exceeds his or
her monthly allocated data traffic quota. The suspension or limitation is only lifted after CLIENT has met
or proven his or her willingness to meet the applying payment requirements to PROVIDER's satisfaction. 10.4. PROVIDER reserves the right to assert limiting measures in case of extreme data traffic. 10.5. PROVIDER cannot be held accountable for any damages flowing from the suspension or limiting mentioned
in this article. Suspension or limiting of access does not free CLIENT of their payment obligation. 10.6. Lifting a suspension or limitation requires payment of € 125.-- by CLIENT
11. Domain names
11.1. PROVIDER provides the registration of domains with the "Stichting Internet Domeinregistratie and / or Internic and / or other domain registration organizations on behalf of CLIENT for a fee. The choice of the domain name is at the cost and the risk of CLIENT. PROVIDER accepts no responsibility in the matter of choice and use of the domain name.
11.2. Domain names can only be registered if they are still available and CLIENT has the right of use. 11.3. Should CLIENT be denied the right to use the domain name by the authorized organization, under no
circumstances PROVIDER can be held accountable for the direct and indirect consequences. Nor will PROVIDER have to take action to restore the right to use the domain name.
12. Administration
12.1. PROVIDER is authorized to shut down the system (temporarily) or limit its use without prior notice as needed in order to perform reasonably urgent maintenance without this bringing about an obligation to pay damages for PROVIDER to CLIENT.
12.2. PROVIDER is authorized at all times to make alterations to dial up numbers, to the login procedures, to the account and to the email addresses without this bringing about an obligation to pay damages for PROVIDER to CLIENT. In such a case PROVIDER will notify CLIENT of the changes at the earliest possible convenience.
12.3. PROVIDER provides the availability of the PROVIDER systems, and she efforts the utmost to provide optimal availability. However PROVIDER cannot be held accountable for outages or limited availability of the PROVIDER systems due to circumstances not to be foreseen within reason. Among other things, but not exclusively this implies discontinuations of the connection to the Internet, outages in the telephone network, outages with third parties, complete occupation of the dial up lines with third parties, disruptions in the electrical network or any other outages outside the power of PROVIDER. Nor can PROVIDER be held accountable for damages flowing from necessary maintenance by or due to PROVIDER.
13. Accountability
13.1. CLIENT will be held accountable for any damages to PROVIDER in case of action or inaction by CLIENT in violation of the obligations flowing from these Terms and Conditions.
13.2. CLIENT will be held accountable for any damages to PROVIDER in case of the illegitimate or wrongful use of any service by PROVIDER. For each day CLIENT is in violation, he or she forfeits an immediate claim of € 100.-- for each violation or for each day as PROVIDER chooses.
13.3. CLIENT clears PROVIDER of all claims made by third parties in case of damages caused by the use of or because of CLIENT's use of PROVIDER's services.
13.4. PROVIDER cannot be held accountable for security and / or storage of any data stored.
13.5. PROVIDER accepts no responsibility whatsoever in case of any damages which, as a result of late or incorrect placement or relocation of a website, email, equipment and / or any other Internet application, might occur to CLIENT.
13.6. PROVIDER accepts no responsibility whatsoever in case of any damages which, as a result of outages or unavailability of a website, email, equipment and / or any other Internet application, might occur to CLIENT.
13.7. Should PROVIDER be responsible for any damages, this responsibility is always limited to compensation of direct damages up to the amount agreed upon for that particular agreement, with a maximum of €10,000.-- If the agreement mainly is one with a contract length of more than one year, the agreed amount is set to the total of the compensations agreed upon for one year.
13.8. CLIENT will refrain from publicly making negative statements about PROVIDER if a disagreement has occurred between CLIENT and PROVIDER. For each day that CLIENT is in breach, he or she forfeits a fine of €100.-- each breach or each day the breach lasts, such to PROVIDER's choice.
14. Duration
14.1. An agreement is made for a duration of 12 months, unless an other duration has been agreed upon in writing. The agreement is extended automatically and silently annually for a similar term.
14.2. Cancellation notice of the contract is two (2) calendar months, taking into account CLIENT can only cancel contracts per the first day of the month. Cancellation is only possible at the end of the term set in these conditions.
14.3. A cancellation needs to be made using the completely filled out cancellation form by PROVIDER.
15. Termination
15.1. If CLIENT fails to comply with an agreement made with PROVIDER or these terms and conditions, in time or in order, or if PROVIDER has serious doubts about CLIENT's ability to meet contract requirements towards PROVIDER, PROVIDER is authorized, without notification or legal intervention, either to suspend the agreed PROVIDER services or partially or completely terminate the agreement without PROVIDER being accountable for any damages not taking into account PROVIDER's further due rights.
15.2. PROVIDER is authorized to partially or completely terminate the agreement - effective immediately - without prior notice if CLIENT: provides PROVIDER with false and / or incorrect personal data; has neglected to submit correct or altered personal data; has entered the agreement under false pretenses; acts in ways conflicting with these terms and conditions; has been declared bankrupt or has filed for bankruptcy herself; has filed for suspension of payment; is being curated or annulled; is being liquidated or if any executorial impound is made from CLIENT.
15.3. PROVIDER reserves the right to cancel the contract without reason but with restitution of the unused usage fee, if CLIENT commits unacceptable behavior; such to the judgment of PROVIDER.
15.4. Cancellation by PROVIDER on account of articles 15.1 and / or 15.2 do not free CLIENT of his / her payment obligations. CLIENT will pay the subscription fees for all current services from the actual cancellation date up to the end date in the contract within three (3) working days.
15.5. Should one or more of these terms listed here be declared invalid in court, this has no consequences for the other terms.
16. Force Majeure
16.1. Force majeure shall be deemed to refer to all external causes which were not reasonably foreseeable and as a result of which PROVIDER is not able to fulfill its obligations towards the CLIENT. These include, but not exclusively, faults in the connection to the internet, faults in the telecommunications infrastructure and faults in networks.
16.2. PROVIDER reserves the right to invoke force majeure if the circumstance which prevents (further) fulfillment occurs after PROVIDER was required to fulfill its obligation.
16.3. During the period of force majeure the delivery and other obligations of PROVIDER shall be suspended. If The period in which PROVIDER is unable to fulfill its obligations as a result of force majeure lasts longer than two (2) weeks, each of the parties shall be authorized to dissolve the agreement without recourse to the court, without the other party having any right to compensation.
17. Disputes
17.1. All agreements between PROVIDER and the CLIENT shall be governed by the law of the Netherlands. The court of Amsterdam shall have exclusive jurisdiction in the event of disputes resulting from or relating to agreements between PROVIDER and the CLIENT.
17.2. If the CLIENT, not acting in the exercise of a profession or business, does not agree with the election of jurisdiction in article 17.1, he or she shall be authorized, no later than one (1) month after PROVIDER has made use of article 17.1, to elect to have the dispute settled by the legally competent court.
17.3. If one or more provisions of these general terms and conditions is/are declared invalid or voidable, the validity of the remaining provisions shall be unaffected. In the event of invalidity of one or more provisions of these terms and conditions, the parties shall be bound by rules which are as far as possible of equivalent import and are not liable to be declared invalid.
18. Workings
18.1. PROVIDER is authorized at all times to alter these terms and conditions. Changes will be final one (1) month after publication on the website.
18.2. In case of conflicting interests between articles in the agreement, the terms and conditions or the annexes the following order applies: The agreement, the annexes, the terms and conditions.
18.3. These terms and conditions render all previous ones obsolete.

Terms of Service of Webhost

1. WEBHOST AGREEMENT
Our Service Level Agreement details the performance guarantee for the services you have chosen. Our Acceptable Use Agreement specifies the terms of appropriate use of WEBHOST servers and services. Our Service Order details the hardware, software and agreed upon supplementary services that comprise the specifics of our comprehensive managed hosting agreement. This comprehensive managed hosting Agreement ("Agreement") specifies parameters for WEBHOST's comprehensive managed hosting. Agreement is made and effective as of the date of the last signature affixed hereto.
2. DEFINITIONS
Some words used in the Agreement have particular meanings:
"Normal Business Day" or "Normal Business Hours" means 9:00 a.m. - 5:00 p.m. Monday through Friday, British Time, excluding public and bank holidays in the United Kingdom.
"Confidential Information" means all information disclosed by one of us to the other that the recipient should reasonably understand to be confidential, whether before or after the effective date of the Agreement, including but not limited to:
(i)> For you, all information transmitted to or from, or stored on, your WEBHOST servers or other devices,
(ii)> For WEBHOST, unpublished prices and other terms of service, audit and security reports, data center designs (including non-graphic information you may observe on a tour of a data center), and other proprietary technology, and
(iii)> For both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is developed by one of us on our own, without reference to the other's Confidential Information, or that becomes available to one of us other than through violation of the Agreement or applicable law, shall not be "Confidential Information" of the other party.
"Comprehensive Managed Hosting" means the provision, monitoring and maintenance of server and networking hardware and operating system software required for internet connectivity. Comprehensive managed hosting specifically excludes development, maintenance, or modification of application level software and security breaches caused thereby.
"Personally Identifiable Information" means any information that identifies an individual, such as name, social security or national insurance number or other government issued number, date of birth, address, telephone number, biometric data, mother's maiden name, or other personally identifiable information;
"Service" or "Services" means the comprehensive managed hosting and any Supplemental Services we may provide to you, collectively.
"Service Commencement Date" means the date on which we finalize a service order agreement.
"Supplemental Service" means any service we provide to you other than comprehensive managed hosting.
"Support" means (i) provision of comprehensive managed hosting; (ii) extended contractual support services, and (iii) availability of emergency support twenty four hours per day, seven days per week, year round.
"Client" means the person(s) or entity who executes this Agreement.
"Parties" means WEBHOST and Client.
3. CLIENT OBLIGATIONS
Clients must use reasonable security precautions for all applications running on WEBHOST servers or storage devices, including but not limited to, encrypting any personal information transmitted to or from, or stored on, WEBHOST servers. Clients shall comply with the laws applicable to your use of the Services and with WEBHOST's Acceptable Use Policy. Clients shall cooperate with WEBHOST's reasonable investigation of service outages, security problems, and any suspected breach of the Agreement.
4. UNAUTHORIZED ACCESS TO YOUR DATA OR USE OF THE SERVICES
WEBHOST is not responsible for unauthorized access to clients contracted servers if such breach results from access attained through client applications or due to operating system modifications by client. Clients are responsible for use by their employees, any person to whom they have given access, and any person who gains access as a result of the client's failure to use reasonable security precautions.
5. TERM
The initial term begins on the Service Commencement Date and continues for the period stated in the Service Order. Upon expiration of the initial term, there will be a maximum of a one month period during which WEBHOST and the client may decide whether to renew this Agreement for an additional term of 12 or 24 month duration. Such renewal shall only become effective and binding upon the execution by WEBHOST and client of a written Addendum to this Agreement.
6. FEES
Your first invoice will include the initial set up fee and a prorated part of the monthly fee from the Service Commencement Date to the last day of the calendar month. We may require you to pay this initial invoice before beginning the service agreement. Following the Service Commencement Date, recurring fees will be invoiced monthly on or around the 1st of each calendar month, due no later than the 7th day of the month. Non-recurring fees, such as bandwidth overages and special services, will be billed at the end of the month in which they are incurred. Fees for any advanced designated supplemental services will be billed in the amounts and at such times as are agreed upon in writing.
7. SUSPENSION OF SERVICES
WEBHOST may suspend Services without liability if: (i) we reasonably believe that the Services are being used in violation of any agreement; (ii) you do not cooperate with our reasonable investigation of any suspected violation of the Agreement; (iii) there is another event for which we reasonably believe that the suspension of Services is necessary to protect the WEBHOST network, our other customers, the datacenter in which it resides; or, (iv) we are required by law. We will give you advance written notice of a pending suspension under this paragraph of at least twelve hours unless we determine in our judgment that a temporary suspension on shorter or contemporaneous notice is prudent and necessary to protect your server, your data, WEBHOST or its other customers from imminent and significant operational harm.
8. TERMINATION FOR CAUSE
8.1 You may terminate the Agreement for cause if we materially fail to provide the COMPREHENSIVE MANAGED HOSTING as agreed and do not remedy that failure within seven days of your written notice describing the failure, or we materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within 15 days of your written notice describing the failure.
8.2 We may terminate the Agreement for cause if:
(i) We discover that the information you provided to us for the purpose of establishing the Services is materially inaccurate or incomplete,
(ii) The individual signing the Agreement did not have legal right or authority to enter into the Agreement on behalf of the person represented to be the customer,
(iv) Your payment of any invoiced amount is overdue and you do not pay the overdue amount within the designated time period in a written notice, or
(v) You fail to comply with any other provision of the Agreement and do not remedy the failure within thirty days of our notice to you describing the failure. WEBHOST may also terminate the Agreement for cause if a pattern of intentional violation of the Agreement emerges.
9. TERMINATION FOR CONVENIENCE
You may terminate the Agreement for convenience at any time on thirty days advance written notice and subject to the Early Termination Fee described below.
10. EARLY TERMINATION FEE
If you terminate the Agreement for convenience or we terminate the Agreement for cause, in addition to other amounts you may owe, you must pay an early termination fee equal to the monthly recurring fees for the remaining portion of the then-current term. If the monthly recurring fee includes services in addition to COMPREHENSIVE MANAGED HOSTING, this early termination fee shall be restricted to the portion related to COMPREHENSIVE MANAGED HOSTING services.
11. CONFIDENTIAL INFORMATION
Each of us agrees not to use the other's Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other's Confidential Information to any third person except as follows:
(i) To law enforcement or government agency if requested, or if either of us reasonably believes that the other's conduct may violate applicable criminal law;
(ii) As required by law; or
(iii) In response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least 15 days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if 15 days advance notice is not reasonably feasible), unless the law forbids such notice.
12. LIMITATION ON DAMAGES
12.1 We are liable to you for failing to provide COMPREHENSIVE MANAGED HOSTING when such failure results from a breach of agreement in the service order, a breach of the Service Level Agreement, or results from our gross negligence, willful misconduct, or intentional breach of the Agreement.
12.2 We are not liable to you for lost data unless and to the extent you purchase data back-up services from WEBHOST and we fail to provide the back-up services as agreed. You release WEBHOST from liability for loss of data to the extent that the data has changed since the time that we were last required by the Agreement to perform a back up.
12.3 Notwithstanding anything in the Agreement to the contrary, except for claims based on our willful misconduct, the maximum aggregate monetary liability of WEBHOST and any of its employees, agent, suppliers, or affiliates, shall not exceed two times the monthly recurring fee.
13. SOFTWARE
You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any software we provide for your use. Unless permitted by the terms of an open source software license, you may not reverse engineer, decompile or disassemble any software we provide for your use except and to the extent that you are expressly permitted by applicable law.
14. NOTICES
Your routine communications regarding the Services should be sent to your WEBHOST engineer. If you want to give us a notice regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter, you should send it by first class mail to:

Pink Media Ltd
145-157 St John Street
London,
EC1V 4PW
United Kingdom

WEBHOST's routine communications regarding the Services and legal notices will be sent to the individual(s) you designate as your contact(s) on your account either by electronic mail, Royal Mail, or overnight courier. Notices are deemed received as of the time delivered, or if that time does not fall within a Business Day, as of the beginning of the first Business Day following the time delivered. Notices must be given in the English language.
15. OWNERSHIP OF INTELLECTUAL PROPERTY
Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights and other intellectual property. Any intellectual property developed by WEBHOST during the performance of the Services shall belong to WEBHOST unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.
16. OWNERSHIP OF OTHER PROPERTY
You do not acquire any ownership interest in or right to possess the servers or other hardware or software we provide for your use. We do not acquire any ownership interest in or right to the information you transmit to or from or store on your WEBHOST servers or other devices.
17. FORCES BEYOND CONTROL
Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as a major routing failure outside the datacenter, natural disaster, war, riot, insurrection, terrorism, or other events of a magnitude or type for which precautions are not reasonably available or knowable.
18. INVALID PROVISION
In the event any part or provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, it is the intent of the Parties that all other provisions of this Agreement shall be construed to remain fully valid, enforceable and binding on the Parties.
19. ATTORNEY AND OTHER FEES
In the event an attorney is retained by WEBHOST to enforce the terms of this Agreement or to collect any monies due hereunder or to collect money damages for breach hereof, the party retaining the attorney shall be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney's fees, court costs, costs of investigation and other related expenses incurred in connection therewith.
20. GOVERNING LAW AND VENUE
This Agreement shall be construed under and governed by the laws of England. In the event of any controversy, claim or dispute between the Parties hereto arising out of or relating to this Agreement, such controversy, claim or dispute shall be tried exclusively in Hertfordshire.
21. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties and supersedes and replaces all prior and contemporaneous agreements and discussions among the Parties with respect to the subject matter hereof, whether express or implied, oral or written. The terms of this Agreement are contractual and not a mere recital. THIS AGREEMENT MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR OR CONTEMPORANEOUS ORAL AGREEMENTS OR DISCUSSIONS AMONG THE PARTIES OR THEIR RESPECTIVE COUNSEL. Any amendments or additions to this Agreement must in writing and signed by all Parties.
WEBHOST is committed to and supports the free flow of information and ideas over the Internet. WEBHOST does not actively monitor nor does WEBHOST exercise editorial control over the content of any web site, electronic mail transmission (email), mailing list, news group or any other material created or accessed via WEBHOST services. WEBHOST does however, reserve the right to remove any materials WEBHOST does become aware of, that in WEBHOST's sole opinion, are potentially illegal, could subject WEBHOST to any liability, or violate the policies contained herein. Violation of this Acceptable Use Policy (AUP) may result in the suspension or cancellation of any WEBHOST services.
Service Level Agreement (SLA)
WEBHOST is proud to offer an exceptional level of performance, reliability, and service. That is why we are making commitments to our customers in the form of a Service Level Agreement (SLA), which provides certain rights and remedies regarding the performance of the WEBHOST network.
The WEBHOST Service Level Agreement (SLA) guarantees our network/equipment reliability and performance. This Service Level Agreement (SLA) applies to customers of WEBHOST's comprehensive managed hosting.
1. Uptime Guarantee: WEBHOST strives to maintain a 99.99995% network and server uptime service level. This uptime percentage is a monthly figure, and is calculated solely by WEBHOST monitoring systems or WEBHOST authorized/contracted outside monitoring services. If WEBHOST fails to meet its 99.99995% uptime guarantee, and it is not due to one of the exceptions below, credits will be made available to each client, upon request, on a case-by-case basis. WEBHOST does not credit a full month's service for minor downtime. This would not be financially healthy for WEBHOST, and in turn would only negatively affect the service level WEBHOST provides to you. "Partial refunds for partial downtime" is our standard policy. In extreme circumstances, WEBHOST may distribute full month credits, but this is dealt with on a case-by-case basis. Details on how credit amounts are calculated can be found below.
2. Exceptions: Customer shall not receive any credits under this SLA in connection with any failure or deficiency of the WEBHOST network caused by or associated with:
a. Circumstances beyond reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, "Acts of God" (i.e.: fire, flood, earthquake, tornado, etc.), strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Service Level Agreement.
b. Telco Failure (e.g., cutting a fiber line somewhere).
c. Backbone peering point issues (e.g., UUnet having a router go down in San Francisco that wipes out Internet service for the entire West Coast).
d. Scheduled maintenance for hardware/software upgrades, done between the hours 12am and 4am PST on Sunday morning, or upon 72 hours written notice to client via email. All scheduled and non-scheduled maintenance shall require 72 hours written notice to client via email.
e. Software bugs/flaws. (Exploits and bugs may develop that cause security issues or downtime.)
f. DNS issues not within the direct control of WEBHOST.
g. Network floods, hacks, D.O.S. attacks from outside parties or individuals.
h. Failure or error of any WEBHOST monitoring or measurement system.
i. Client's acts or omissions, including without limitation, any negligence, willful misconduct, or use of WEBHOST service(s) in breach of WEBHOST Acceptable Use Policy, by Client or others authorized by Client.
j. Clients software applications or modification to server operating system.
3. Connectivity: Our goal is to make the network available to Client free of outages for 99.99995% of the time. An "outage" is defined as an instance in which Client is unable to transmit and receive IP packets due to a WEBHOST service failure for more than 15 consecutive minutes, excluding service failures relating to WEBHOST scheduled maintenance and upgrades. The WEBHOST network does not include client premises equipment or any Telco access facilities connecting Client's premises to such infrastructure. WEBHOST's goal is to keep Average Round-Trip Latency on the WEBHOST network to 85 milliseconds or less.
WEBHOST defines "Average Round-Trip Latency", with respect to a given month, as the average time required for round-trip packet transfers between the WEBHOST network and major US backbone peering points during such month, as measured by WEBHOST. WEBHOST's goal is to keep Average Packet Loss on the WEBHOST network to 1% or less. WEBHOST defines "Average Packet Loss", with respect to a given month, as the average percentage of IP packets transmitted on the WEBHOST network during such month that are not successfully delivered, as measured by WEBHOST.
4. Measurement: WEBHOST will periodically (on average every 15 minutes) monitor WEBHOST network and server availability using software and hardware components capable of measuring application traffic and responses. Client acknowledges that such measurements may not measure the exact path traversed by Client's Internet connection, and that such measurements constitute measurements across the WEBHOST network but not other networks to which Client may connect. WEBHOST reserves the right to periodically change the measurement points and methodologies it uses without notice to Client.
5. Hardware Failure: WEBHOST stands behind all equipment on our network. Faulty hardware is rare, but cannot be predicted or avoided. WEBHOST utilizes only name brand hardware of the highest quality and performance. WEBHOST will replace all faulty hardware affecting performance levels of equipment within 24 hours, which includes hardware issues that cause server crashes or speed issues. Hardware failure resulting in complete network/server outage/downtime will be corrected within two hours of problem identification. Router failure is an exception to this SLA guarantee, and may require on-site Cisco engineers or backbone provider emergency personnel to correct the problem. Router failure is governed by current datacenter contracts with Cisco and backbone providers in regard to the emergency repair service in case of such an issue. WEBHOST will replace all faulty hardware on comprehensive managed hosting servers (rented or leased servers), at no charge to the Client, with an unlimited free replacement policy. This includes parts ordered as upgrades.
6. General: WEBHOST reserves the right to change or modify this SLA to benefit the Client upon 30 days written notice to Client. Except as set forth in this SLA, WEBHOST makes no claims regarding the availability or performance of the WEBHOST network or servers. Specific terms/points of this SLA may be adjusted on a case-by-case basis by the specific Service Agreement signed/agreed to by client. In case of difference terms/points in SLA and Service Agreement, the Service Agreement terms/points prevail over this general SLA policy. The Service Agreement signed/agreed by client is above and beyond this SLA, and Service Agreement terms are in effect, including, but not limited to, limitations of liability.