Hosting Terms and Conditions | www.weboutreach.co.uk

Internet Hosting Terms - 19th August 2009

Please read these Web Hosting Terms carefully, as they set out our and your legal rights
and obligations in relation to our web hosting services.

You should print a copy of these Web Hosting Terms for future reference. We will not file
a copy specifically in relation to you, and they may not be accessible on our Website in
future.

These Web Hosting Terms are available in the English language only.

If you have any questions or complaints about these Internet Hosting Terms or our
Services, please contact us by writing to 4 Drewton Avenue, Heysham, Morecambe LA3
1NU or by email to enquiries@weboutreach.co.uk.

AGREEMENT:

Definitions and interpretation
1. In the Agreement:
  "Affiliate" means a company, firm or individual that Controls, is Controlled by, or
  is under common Control with the relevant company, firm or individual;
  
  "Agreement" means the agreement between the Company and the Customer
  incorporating these Web Hosting Terms and the Initial Agreement and any
  amendments to it from time to time;
  
  "Business Day" means any week day, other than a bank or public holiday in
  England;
  
  "Business Hours" means between 09:00 and 17:30 on a Business Day;
  
  "Calendar Month" means a period starting on the Effective Date and ending, in
  the following month, on the day immediately preceding the day in that month
  corresponding to the Effective Date PROVIDED THAT:
  1. where the Effective Date is the 29th, 30th or 31st January, the Calendar
    Month shall end on the 28th February; and
  2. where the Effective Date is the 31st March, May, July, August, October or
    December, the Calendar Month shall end on the 30th day of the following
    month.
  "Charges" means the amounts payable by the Customer to the Company under
  or in relation to the Agreement (as set out in the Initial Agreement);
  
  "Company" means WebOutreach, a partnership established under English Law
  having its principal place of business at 4 Drewton Avenue, Heysham, Morecambe
  LA3 1NU;
  
  "Confidential Information" means:
  1. any information supplied (whether supplied in writing, orally or otherwise)
    by one party to the other party marked as "confidential", described as
    "confidential" or reasonably understood to be confidential; and
  2. the information provided in the Initial Agreement;
  "Control" means the legal power to control (directly or indirectly) the
  management of an entity (and "Controlled" will be construed accordingly);
  
  "Customer" means the customer for Services under the Initial Agreement;
  
  "Effective Date" means the date when the Agreement comes into force in
  accordance with Clause 2.1;
  
  "Force Majeure Event" means an event, or a series of related events, that is
  outside the reasonable control of the party affected (including failures of or
  problems with the internet or a part of the internet, hacker attacks, virus or other
  malicious software attacks or infections, power failures, industrial disputes
  affecting any third party, changes to the law, disasters, explosions, fires, floods,
  riots, terrorist attacks and wars);
  
  "Hosted Materials" means all websites, web applications, software, information,
  data, databases and other works and materials stored, transmitted, published or
  processed using the Services;
  
  "Initial Agreement" means the agreement reached between the Company and
  the Customer (whether verbally (by telephone or in person) or in correspondence
  or by e-mail or by any other means of communication) by virtue of which the
  Company will supply the Services to the Customer;
  
  "Intellectual Property Rights" means all intellectual property rights wherever
  in the world, whether registered or unregistered, including any application or
  right of application for such rights (and the "intellectual property rights" referred
  to above include copyright and related rights, moral rights, database rights,
  confidential information, trade secrets, know-how, business names, trade names,
  domain names, trade marks, service marks, passing off rights, unfair competition
  rights, patents, petty patents, utility models, semi-conductor topography rights
  and rights in designs);
  
  "Minimum Term" means the period of 1 calendar month starting on the Effective
  Date;
  
  "Personal Data" has the meaning given to it in the Data Protection Act 1998;
  
  "Prohibited Content" means:
  1. material which breaches any applicable laws, regulations or legally binding
    codes, or infringes any third party Intellectual Property Rights or other
    third party rights, or may give rise to any form of legal action against the
    Company or the Customer or any third party;
  2. pornographic or lewd material; and
  3. messages or communications which are offensive, abusive, indecent or
    obscene, are likely to cause annoyance, inconvenience or anxiety to
    another internet user, or constitute spam or bulk unsolicited mail;
  "Resources" means the resources specified in the Initial Agreement;
  
  "Services" means the services provided under the Agreement, which may include
  shared hosting, dedicated hosting, co-location services, email services, domain
  name services and/or SSL services, as specified in the Initial Agreement;
  
  "Start Date" means the date specified as such in the Initial Agreement;
  
  "Term" means the term of the Agreement.
2. In the Agreement, a reference to a statute or statutory provision includes a
  reference to:
  1. that statute or statutory provision as modified, consolidated and/or reenacted
    from time to time; and
  2. any subordinate legislation made under that statute or statutory provision.
3. The Clause headings do not affect the interpretation of the Agreement.
4. The eiusdem generis rule is not intended to be used in the interpretation of the
  Agreement; it follows that a general concept or category utilised in the
  Agreement will not be limited by any specific examples or instances utilised in
  relation to such a concept or category.
The Agreement
1. This Agreement will come into force if and when the Company sends to the
  Customer an acceptance email, following the entering into the Initial Agreement
  by the Company and the Customer.
2. This Agreement will continue in force indefinitely, unless and until terminated in
  accordance with Clause 20.
Implementation and transition
1. The Company will make available the Services on or before the Start Date.
2. At the request of the Customer, the Company will:
  1. where the Company holds any Customer website(s) on its development
    servers, transfer such website(s) from its development servers; or
  2. use reasonable endeavours to assist with the transition of any Customer
    website(s) from any third party host.
Shared hosting
1. This Clause 4 applies where the Company agrees to make available to the
  Customer shared hosting.
2. The Company will make available to the Customer hosting capacity on a shared
  server meeting the specification set out in the Initial Agreement in all material
  respects.
3. The Company may make available to the Customer the ability to access, update
  or amend the Hosted Materials by FTP, SCP or similar means.
4. For the avoidance of doubt, the Customer will have not have administration rights
  in relation to any shared server, and the Company may refuse any request to
  change the configuration of a shared server at its sole discretion.
5. Charges payable in respect of shared hosting will be as agreed between the
  Company and the Customer.
Dedicated hosting
1. This Clause 5 applies where the Company agrees to make available to the
  Customer a dedicated server.
2. The Company will make available for the exclusive use of the Customer a
  dedicated server meeting the specification set out in the Initial Agreement with
  respect to that server.
3. Unless otherwise agreed in the Initial Agreement, the Customer acknowledges
  that the Company will not provide support in connection with the administration
  of any dedicated server, and the Customer warrants that it has all necessary
  expertise to configure, manage and keep the dedicated server secure at all times.
4. If, pursuant to clause 5.3 above, the Company is providing support in connection
  with the administration of any dedicated server, the Customer will not configure,
  or allow any other person to configure the dedicated server in any way.
5. If the Company is not providing support in connection with the administration of
  any dedicated server, the Company may from time to time require that the
  Customer apply software and/or hardware upgrades to the dedicated server.
6. For the avoidance of doubt, dedicated servers made available under the
  Agreement will remain the property of the Company at all times.
7. Charges payable in respect of dedicated servers will be as agreed between the
  Company and the Customer.
Co-located servers
1. This Clause 6 applies where the Company agrees to provide to the Customer colocation
  services.
2. The Customer will be responsible for the activity and security of any co-located
  server and for ensuring that that co-located servers function properly.
3. The Customer acknowledges that the Customer is responsible for ensuring that
  any co-located server does not suffer damage or data loss or corruption in the
  event of a power failure, power surge or similar electrical fault or phenomenon,
  and that the Company will not be liable in respect of losses arising out of such a
  fault or phenomenon.
4. The Customer may gain access to the co-located server by prior appointment
  only, must supply reasonably sufficient identification to gain access to the data
  centre housing the co-located server, and any such access may at the option of
  the Company be supervised by the Company or a representative of the Company.
5. The Customer acknowledges that access to a co-located server will be subject to
  any terms imposed by the relevant data centre from time to time.
6. Charges payable in respect of co-located servers will be as agreed between the
  Company and the Customer.
Email services
1. This Clause 7 applies where the Company agrees to provide to the Customer
  email transmission, storage and/or management services.
2. The Company will upon request provide POP3/IMAP and webmail email services to
  the Customer.
3. All mailboxes will be protected by anti-spam and anti-virus software, unless the
  Customer requests otherwise.
4. If the Customer or a mailbox exceeds the relevant storage limit notified by the
  Company to the Customer from time to time, the Company may delete stored
  emails to bring the Customer or mailbox within the storage limit.
5. Charges payable in respect of email services will be as agreed between the
  Company and the Customer.
Domain name registration
1. The Company will attempt to register domain names that the Customer orders,
  but does not warrant that it will be able to do so. Domain name orders will be
  subject to the provisions of this Clause 8. The Company reserves the right to
  require the Customer to make advance payment of the charge applicable for
  registration of the domain name.
2. Charges in respect of domain name registrations are non-refundable.
3. Domain name registrations will be subject to periodic renewal fees and transfer
  fees from time to time, unless the domain name registration is effected in
  conjunction with internet hosting services provided by the Company to the
  Customer.
4. The Customer warrants that the information submitted for the purposes of a
  domain name registration is current, accurate and complete, that it has the legal
  right to apply for and use the domain name, and that its use of the domain name
  will not infringe any person's Intellectual Property Rights or other legal rights.
5. The Customer undertakes to keep the information required for the purposes of a
  domain name registration up-to-date (which changes may be subject to
  additional Charges).
6. The Customer acknowledges that certain information submitted for the purposes
  of a domain name registration will be published on the internet via "WHOIS"
  services.
7. The Company may reject in its sole discretion any request to register a particular
  domain name.
8. The Company will not offer any advice in relation to any actual or potential
  domain name dispute, and will have no liability in respect of the suspension or
  loss of a domain name by the Customer as a result of any domain name
  arbitration procedure or court proceedings.
9. The Company will have no responsibility for Customer's use or retention of a
  domain name once registered, and it will be the Customer's responsibility to
  ensure that domain names are renewed and that applicable renewal charges are
  paid.
10. The Customer acknowledges that domain names will be subject to the rules and
  policies from time to time of the relevant registry or registration authority, and
  Customer agrees to abide by all such rules and policies.
11. The Customer agrees to the terms of the applicable domain name registration
  agreement (as amended from time to time).
12. Charges payable in respect of domain name services will be as agreed between
  the Company and the Customer.
SSL certificates
1. Subject to the payment of the applicable Charges in advance, the Company will
  attempt to obtain SSL certificates that the Customer orders. SSL certificate
  orders will be subject to the provisions of this Clause 9.
2. Charges in respect of SSL certificates are non-refundable.
3. SSL certificates will be subject to periodic fees as applicable at the relevant time.
4. The Customer warrants that the information submitted for the purposes of an SSL
  certificate is current, accurate and complete.
5. The Customer undertakes to keep the information required for the purposes of an
  SSL certificate up-to-date.
6. The Customer agrees to the terms of the applicable SSL subscription agreement
  (as amended from time to time).
7. Charges payable in respect of SSL certificates will be as agreed between the
  Company and the Customer.
Support
1. The Company will make available, on Business Days between the hours of 9.00
  am and 5.30 pm (London time), a telephone and e-mail helpdesk facility for the
  purpose of providing support to the Customer (and the Company's other
  customers). The Company will use reasonable endeavours to respond to requests
  for support within one working day.
2. The Customer must make all requests for support Services through the helpdesk,
  and all such requests must include at least the following information: name of the
  customer, telephone contact number or e-mail address, and details of the
  problem the Customer is experiencing.
3. The Company will use reasonable endeavours to resolve issues raised by the
  Customer promptly.
4. Subject to Clause 10.6, the Company will make back-ups of the Hosted Materials
  on a daily basis, and will retain such back-ups for 24 hours.
5. The Company will not make back-ups of email messages that have been
  downloaded by the Customer.
6. Charges payable in respect of support services will be as agreed between the
  Company and the Customer.
Services: general provisions
1. The Customer's utilisation of Resources must not exceed the limits set out in the
  Initial Agreement. If the Customer's utilisation of Resources exceeds those limits,
  the parties will endeavour to agree a variation to the Agreement. If the parties
  cannot agree such a variation within a reasonable period (being not more than 30
  days) following notice from the Company to the Customer requesting such
  variation, and Resource utilisation continues to exceed those limits, the Customer
  will be deemed to be in material breach of the Agreement for the purposes of
  Clause 20.
2. The Company may suspend some or all of the Services in order to carry out
  scheduled maintenance or repairs. Subject to this, the Company will use
  reasonable endeavours to maintain the Services at the availability level specified
  in the Initial Agreement.
Customer Responsibilities
1. The Customer will provide the Company with all co-operation, information and
  documentation reasonably required for the provision of the Services, and the
  Customer will be responsible for procuring any third party co-operation
  reasonably required for the provision of the Services.
2. The Services are provided to the Customer only, and the Customer may not resell
  the Services to any third party.
3. The Customer will be responsible for obtaining suitable licences of third party
  software (such as email client software) which are required for the full use of the
  Services.
4. It is the Customer’s responsibility to keep any passwords relating to the Services
  confidential, and to change such passwords on a regular basis. The Customer will
  notify the Company immediately if it becomes aware that a password relating to
  the Services is or may have been compromised or misused.
Acceptable Use
1. The Customer must not use any of the Services:
  1. to host, store, send, relay or process any Prohibited Content;
  2. for any purpose which is unlawful, fraudulent, or infringes any third party
    rights;
  3. in any way which may put the Company in breach of a contractual or other
    obligation owed by the Company to any internet service provider.
2. The Customer acknowledges that the Company does not purport to monitor the
  content of Hosted Materials or the use of the Services.
3. Where the Company reasonably suspects that there has been a breach of the
  provisions of this Clause 13, the Company may:
  1. delete or amend the relevant Hosted Materials; and/or
  2. suspend any or all of the Services and/or the Customer’s access to any or
    all Services while it investigates the matter.
4. Any breach by the Customer of this Clause 13 will be deemed to be a material
  breach of the Agreement for the purposes of Clause 20.
Charges and payment
1. The Company will issue invoices for the Charges to the Customer from time to
  time in advance during the Term.
2. The Customer will pay the Charges to the Company within 14 days of the date of
  issue of an invoice issued in accordance with Clause 14.1.
3. Where applicable, all Charges stated in or in relation to the Agreement are stated
  exclusive of VAT, unless the context requires otherwise.
4. Charges must be paid by bank transfer or by cheque (using such payment details
  as are notified by the Company to the Customer from time to time).
5. If the Customer does not pay any amount properly due to the Company under or
  in connection with the Agreement, the Company may:
  1. charge the Customer interest on the overdue amount at the rate of 5%
    per year above the base rate of The Royal Bank of Scotland Plc from time
    to time (which interest will accrue daily until the date of actual payment,
    be compounded quarterly, and be payable on demand); or
  2. claim interest and statutory compensation from the Customer pursuant to
    the Late Payment of Commercial Debts (Interest) Act 1998.
6. The Company may vary the Charges by giving to the Customer at least 60 days'
  notice of variation.
Warranties
1. The Customer warrants to the Company that it has the legal right and authority
  to enter into and perform its obligations under the Agreement.
2. The Company warrants to the Customer:
  1. that it has the legal right and authority to enter into and perform its
    obligations under the Agreement; and
  2. that it will perform its obligations under the Agreement with reasonable
    care and skill.
3. All of the parties' liabilities and obligations in respect of the subject matter of the
  Agreement are expressly set out in the terms of the Agreement. To the
  maximum extent permitted by applicable law, no other terms concerning the
  subject matter of the Agreement will be implied into the Agreement or any
  related contract.
Indemnity
The Customer hereby indemnifies and undertakes to keep indemnified the
Company against all liabilities, losses, costs, expenses (including legal expenses
and amounts paid upon advice in settlement of any legal action) arising out of or
in connection with:
1. any breach by the Customer of any term of the Agreement; and
2. where applicable, any activity upon, or any breach of security of, the
  Customer's dedicated server (in the case of the Customer maintaining the
  dedicated server under the provisions of clause 5 above) or co-located
  server (under the provisions of clause 6 above), and any malfunction of
  the Customer's co-located server.
Limitations of liability
1. Nothing in the Agreement will exclude or limit the liability of either party for:
  1. death or personal injury caused by that party's negligence;
  2. fraud or fraudulent misrepresentation on the part of that party; or
  3. any other liability which may not be excluded or limited under applicable
    law.
2. Subject to Clause 17.1, the Company's liability to the Customer under or in
  connection with the Agreement or any collateral contract, whether in contract or
  tort (including negligence), will be limited as follows:
  1. the Company will not be liable for any:
    1. loss of profits, income or anticipated savings,
    2. loss or corruption of any data, database or software,
    3. reputational damage or damage to goodwill;
    4. loss of any commercial opportunity, or
    5. indirect, special or consequential loss or damage;
  2. the Company will not be liable for any losses arising out of a Force Majeure
    Event; and
  3. the Company's liability in relation to any event or series of related events
    will in no circumstances exceed the total amount paid (or, if greater,
    payable) by the Customer to the Company under the Agreement during
    the 12 month period immediately preceding the event or series of events.
Data protection
1. The Customer warrants that it has the legal right to disclose all Personal Data that
  it does in fact disclose to the Company under the Agreement, and that the
  processing of that Personal Data by the Company for the purposes of and in
  accordance with the terms of the Agreement will not breach any applicable laws
  (including the Data Protection Act 1998).
2. The Company warrants that:
  1. it will act only on instructions from the Customer in relation to the
    processing of any Personal Data performed by the Company on behalf of
    the Customer; and
  2. it has in place appropriate security measures (both technical and
    organisational) against unlawful or unauthorised processing of Personal
    Data and against loss or corruption of Personal Data processed by the
    Company on behalf of the Customer.
Confidentiality
1. Each party will keep confidential the Confidential Information of the other party,
  and will not disclose that Confidential Information except as expressly permitted
  by this Clause 19.
2. Each party will protect the confidentiality of the Confidential Information of the
  other party using at least reasonable security measures.
3. The Confidential Information of a party may be disclosed by the other party to its
  employees and professional advisers, provided that each recipient is legally bound
  to protect the confidentiality of the Confidential Information.
4. These obligations of confidentiality will not apply to Confidential Information that:
  1. has been published or is known to the public (other than as a result of a
    breach of the Agreement);
  2. is known to the receiving party, and can be shown by the receiving party
    to have been known to it, before disclosure by the other party; or
  3. is required to be disclosed by law, or by an order (binding upon the
    relevant party) of a competent governmental authority, regulatory body or
    stock exchange.
Termination
1. Either party may terminate the Agreement at any time by giving written notice to
  the other party not later than the penultimate day of the Calendar Month
  immediately preceding the Calendar Month during which the Agreement becomes
  due for renewal.
2. Either party may terminate the Agreement immediately by giving written notice
  to the other party if the other party:
  1. commits any material breach of any term of the Agreement, and:
    1. the breach is not remediable; or
    2. the breach is remediable, but other party fails to remedy the
      breach within 30 days of receipt of a written notice requiring it to
      do so; or
  2. fails to pay any amount due under the Agreement in full and on time.
3. Either party may terminate the Agreement immediately by giving written notice
  to the other party if:
  1. the other party:
    1. is dissolved;
    2. ceases to conduct all (or substantially all) of its business;
    3. is or becomes unable to pay its debts as they fall due;
    4. is or becomes insolvent or is declared insolvent; or
    5. convenes a meeting or makes or proposes to make any
      arrangement or composition with its creditors;
  2. an administrator, administrative receiver, liquidator, receiver, trustee,
    manager or similar is appointed over any of the assets of the other party;
  3. an order is made for the winding up of the other party, or the other party
    passes a resolution for its winding up (other than for the purpose of a
    solvent company reorganisation where the resulting entity will assume all
    the obligations of the other party under the Agreement);
  4. (where that other party is an individual) that other party dies, or as a
    result of illness or incapacity becomes incapable of managing his or her
    own affairs, or is the subject of a bankruptcy petition or order.
Effects of termination
1. Upon termination all the provisions of the Agreement will cease to have effect,
  save that the following provisions of the Agreement will survive and continue to
  have effect (in accordance with their terms or otherwise indefinitely): Clauses 1,
  14.5, 16, 17, 19.1 to 19.4, 21 or 22.3 to 22.12.
2. Termination of the Agreement will not affect either party’s accrued rights
  (including accrued rights to be paid) as at the date of termination.
3. If the Agreement is terminated under Clause 20.1, or by the Customer under
  Clause 20.2 or 20.3 (but not in any other case):
  1. the Company will promptly provide to the Customer an electronic copy of
    the Hosted Materials;
  2. the Company will provide such assistance as is reasonably requested by
    the Customer to transfer the hosting of the Hosted Materials to the
    Customer or another service provider, subject to payment of the
    Company's reasonable expenses; and
  3. the Customer will be entitled to a refund of any Charges paid by the
    Customer to the Company in respect of any Services which were to be
    performed after the date of effective termination, and will be released
    from any obligation to pay such Charges to the Company (such amount to
    be calculated by the Company using any reasonable methodology).
4. Save as provided in Clause 21.3(c), the Customer will not be entitled to any
  refund of Charges on termination, and will not be released from any obligation to
  pay Charges to the Company.
General
1. Any notice given under the Agreement must be in writing (whether or not
  described as "written notice" in the Agreement) and must be delivered personally,
  sent by pre-paid first class post, or sent by email for the attention of the relevant
  person, and to the relevant address or email address given below in the case of
  the Company or specified in the Initial Agreement in the case of the Customer (or
  as notified by one party to the other in accordance with this Clause).
  Mr N S Hamilton
  WebOutreach
  4 Drewton Avenue
  Heysham
  MORECAMBE
  LA3 1NU
  
  E-mail address: enquiries@weboutreach.co.uk
2. A notice will be deemed to have been received at the relevant time set out below
  (or where such time is not within Business Hours, when Business Hours next
  begin after the relevant time set out below):
  1. where the notice is delivered personally, at the time of delivery;
  2. where the notice sent by first class post, 48 hours after posting; and
  3. where the notice sent by or email, at the time of the transmission
    (providing the sending party retains written evidence of the transmission).
3. No breach of any provision of the Agreement will be waived except with the
  express written consent of the party not in breach.
4. If a Clause of the Agreement is determined by any court or other competent
  authority to be unlawful and/or unenforceable, the other Clauses of the
  Agreement will continue in effect. If any unlawful and/or unenforceable Clause
  would be lawful or enforceable if part of it were deleted, that part will be deemed
  to be deleted, and the rest of the Clause will continue in effect (unless that would
  contradict the clear intention of the parties, in which case the entirety of the
  relevant Clause will be deemed to be deleted).
5. Nothing in the Agreement will constitute a partnership, agency relationship or
  contract of employment between the parties.
6. The Agreement may not be varied except by a written document signed by or on
  behalf of each of the parties.
7. The Company may freely assign its rights and obligations under the Agreement
  without the Customer’s consent to. Save as expressly provided in this Clause or
  elsewhere in the Agreement, neither party may without the prior written consent
  of the other party assign, transfer, charge, license or otherwise dispose of or deal
  in the Agreement or any rights or obligations under the Agreement.
8. The Company may subcontract any of its obligations under the Agreement to any
  third party.
9. Each party agrees to execute (and arrange for the execution of) any documents
  and do (and arrange for the doing of) any things reasonably within that party’s
  power, which are necessary to enable the parties to exercise their rights and fulfil
  their obligations under the Agreement.
10. The Agreement is made for the benefit of the parties, and is not intended to
  benefit any third party or be enforceable by any third party. The rights of the
  parties to terminate, rescind, or agree any amendment, waiver, variation or
  settlement under or relating to the Agreement are not subject to the consent of
  any third party.
11. The Agreement constitutes the entire agreement and understanding of the parties
  in relation to the subject matter of the Agreement, and supersedes all previous
  agreements, arrangements and understandings between the parties relating to
  the subject matter of the Agreement. Subject to Clause 17.1, each party
  acknowledges that no representations or promises not expressly contained in the
  Agreement have been made by or on behalf of the other party.
12. The Agreement will be governed by and construed in accordance with the laws of
  England and Wales; and the courts of England will have exclusive jurisdiction to
  adjudicate any dispute arising under or in connection with the Agreement.