Terms & Conditions - Service Agreement

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Service Agreement

This Agreement ("Agreement") is between UK-2 Ltd ("UK2") and the person (individual or legal person) who signs UK2’s order form ("Order") incorporating this Agreement by reference ("Customer").

This Agreement governs Customer's use of UK2’s Web Hosting and/or related services.

Services
1. Subject to the terms of this Agreement, and contingent on Customer's satisfaction of UK2's credit approval requirements, UK2 agrees to provide Customer with web hosting and / or related services selected by Customer from UK2's then published list of services ("Services") and as described in the Order, for the fees stated in the Order.
2. The Services to be provided initially to Customer shall be as selected in the Order and thereafter as established through correspondence between Customer and UK2.
Term
1. The initial term of the Agreement shall begin on the date that UK2 generates an order confirmation e-mail message to Customer announcing the activation of the Customer's account (the "Service Commencement Date") and shall continue for the number of months stated in the Order (the "Initial Term").
2. However, no service shall commence unless and until UK2 receives and accepts a completed Order from Customer, plus payment in full for Services to be rendered during the Initial Term and any set up charges.
3. UK2 reserves the right to reject any submitted Order for any or no reason prior to written acceptance thereof by UK2.
4. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive terms of the same length as the Initial Term ("Renewal Term") unless UK2 or Customer provides the other with written notice of non-renewal at least fourteen (14) days prior to the expiration of the Initial Term or then current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the "Term."
Payments
1. Fees
  1. All fees for Services rendered or provided to Customer shall be in accordance with UK2's prices.
  2. Customer's billing cycle shall be monthly, quarterly, annually or biennially as indicated on the Order, beginning on the Service Commencement Date. UK2 may require payment for the first billing cycle before beginning service. Fees for the Renewal Term are payable seven (7) days in advance of each billing cycle.
  3. If the Order provides for credit / debit card billing, Customer authorises UK2 to bill subsequent fees to the credit / debit card before, on or after the first day of each successive billing cycle during the Term of this Agreement otherwise UK2 will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order.
  4. Payments must be made in Great British Pounds. Customer is responsible for providing UK2 with changes to billing information (such as credit card expiration, change in billing address).
  5. Payment in full of such invoiced amount is due upon receipt of the invoice. Should payment in full of any invoice not be received, UK2 may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. In addition UK2 may terminate this Agreement and / or suspend Services without notice if payment for Services is overdue.
  6. Fees not disputed within thirty (30) days of due date are conclusively deemed accurate. Customer agrees to pay UK2's reasonable reinstatement fee following a suspension of Service for non-payment, and to pay UK2's reasonable costs of collection of overdue amounts, including collection agency fees, legal fees and court costs.
2. Fee Increases
  1. UK2 may amend the Services and / or the fees it charges for Services by giving at least fourteen (14) days notice to Customer, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee and for any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).
3. Taxes
  1. At UK2's request Customer shall remit to UK2 all sales, VAT or similar tax imposed on the provision of the Services (but not in the nature of an income tax on UK2) regardless of whether UK2 fails to collect the tax at the time the related services are provided.
4. Early Termination
  1. Customer acknowledges that the amount of the fee for Services is based on Customer's agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event UK2 terminates the Agreement for Customer's breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the Service other than in accordance with Section 9 (Termination) for UK2's breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due seven (7) business days following termination of the Agreement.
Law / AUP
1. Customer agrees to use the Services in compliance with applicable law and UK2's Acceptable Use Policy (the "AUP"), which is hereby incorporated by reference in this Agreement.
2. Customer agrees that UK2 may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer's use of the Services.
3. Amendments to the AUP are effective on the earlier of UK2's notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment.
4. Customer agrees to cooperate with UK2's reasonable investigation of any suspected violation of the AUP. In the event of a dispute between UK2 and Customer regarding the interpretation of the AUP, UK2's commercially reasonable interpretation of the AUP shall govern.
Customer Information
1. Customer represents and warrants to UK2 that the information he, she or it has provided and will provide to UK2 for purposes of establishing and maintaining the Service is accurate.
2. If Customer is an individual, Customer represents and warrants to UK2 that he or she is at least 18 years of age, and UK2 reserves the right to ask for proof of age (in the form of a valid passport or photo driving licence) and to carry out checks to verify the information provided.
3. UK2 may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer's account until Customer has provided a written notice changing the Primary Customer Contact.
4. UK2’s processing of personal data under this Section 5 is described in UK2’s Privacy Policy, as amended from time to time.
Data Protection
1. The terms used in this Section 6 (Data Protection) shall have the meaning given to them in the Data Protection Act 2018 and the General Data Protection Regulation (2016/679) (the “Data Protection Legislation”), as applicable from time to time. Except for processing under Section 5 (Customer Information), Customer is the data controller, and UK2 is the data processor, of all personal data submitted via the Services/processed under this Agreement (“Hosted Personal Data”).
2. The Hosted Personal Data is information collected from or about Customer’s end users who interact with the Services, and processed by UK2 in order to provide the Services for the duration of the Agreement. Customer must ensure that the Hosted Personal Data does not contain any special category or sensitive personal data.
3. Customer shall comply with the Data Protection Legislation as regards the Hosted Personal Data. Customer warrants that its instructions to UK2 in respect of the Hosted Personal Data are lawful.
4. UK2 shall:
  1. only process Hosted Personal Data in accordance with Customer’s documented instructions (as set out in this Agreement and the Order), including with regard to transfers, unless required to do otherwise by applicable law. In which event, UK2 shall inform Customer of the legal requirement before processing the Hosted Personal Data other than in accordance with Customer’s instructions, unless legally prohibited from doing so;
  2. ensure that its personnel are subject to appropriate obligations of confidentiality;
  3. on Customer’s written request and at Customer’s expense, taking into account the nature of the Services, provide reasonable assistance to Customer, insofar as this is possible and at Customer’s cost, for the fulfilment of Customer’s obligations under the Act in respect of data security; data breach notification; data protection impact assessments; prior consultation with supervisory authorities; and the fulfilment of data subject’s rights; and
  4. upon expiry or termination of this Agreement and upon Customer’s written request, return or delete the Hosted Personal Data, and delete any existing copies in its possession unless required to retain such Hosted Personal Data under applicable law.
5. Customer consents to UK2 engaging subcontractors to process the Hosted Personal Data on its behalf (“Sub-processors”). UK2 shall ensure Sub-processors are subject to contractual obligations which are the same as or equivalent to those imposed on UK2 under this Agreement. UK2 shall inform Customer of any intended changes concerning the addition or replacement of any Sub-processor within a reasonable time prior to implementation of such change and, if Customer objects to the change, Customer shall be entitled as its sole and exclusive remedy to terminate the Agreement for convenience in accordance with Clause 10(b)(i). UK2 shall be responsible for the performance of its Sub-processors.
6. Customer acknowledges and agrees that Hosted Personal Data may be processed by Sub-processors outside the European Economic Area or the country where Customer is located in order to carry out the Services and UK2’s other obligations under this Agreement.
7. UK2 shall use technical and organisational measures to protect Hosted Personal Data stored with UK2 infrastructure against unauthorised and unlawful processing and against accidental loss, destruction, disclosure, damage or alteration. Customer acknowledges and agrees that he, she or it is solely responsible for determining whether such technical and organisational measures are appropriate for the Hosted Personal Data, taking into account the nature, scope, context and purposes of the processing.
8. Upon written request, UK2 shall provide to Customer with such written information as is reasonably necessary to demonstrate UK2’s compliance with its obligations under this Section 6 (Data Protection). On a case by case basis, UK2 will consider any reasonable requests to access its premises for the purposes of auditing UK2’s compliance, taking into account UK2’s need to preserve the security of its infrastructure and other customers’ data. UK2 reserves the right to charge an appropriate fee for complying with any such requests.
Indemnification
1. Customer agrees to indemnify and hold harmless UK2, UK2's affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer's Services in violation of applicable law or the AUP by Customer or any person using Customer's log on information, regardless of whether such person has been authorized to use the Services by Customer.
Disclaimer of Warranties
1. CUSTOMER AGREES TO USE ALL UK2’S SERVICES AND ANY INFORMATION OBTAINED THROUGH OR FROM UK2 AT CUSTOMER’S OWN RISK.
2. UK2 DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW UK2 DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS.
Limitation of Damages
1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.
2. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF UK2 AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.
Suspension / Termination
1. Suspension of Service
  1. Customer agrees that UK2 may suspend Services to Customer without notice and without liability if: (i) UK2 reasonably believes that the Services are being used in violation of any Terms and Conditions or the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) UK2 reasonably believes that the suspension of Service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay UK2's reasonable reinstatement fee if service is reinstituted following a suspension of Service under this subsection.
  2. UK2 operate a Banned Services Policy in the instance of a chargeback or misuse of a UK2 product or service.
2. Termination
  1. The Agreement may be terminated by either party, without cause, by giving the other party fourteen (14) days prior written notice.
  2. The Agreement may be terminated by Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if UK2 fails in a material way to provide the Service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer's written notice describing the failure in reasonable detail.
  3. The Agreement may be terminated by UK2 prior to the expiration of the Initial Term or any Renewal Term without liability as follows:
    - without notice if Customer is overdue on the payment of any amount due under the Agreement;
    - if Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within ten (10) days of a written notice from UK2 describing the violation in reasonable detail;
    - without notice if Customer's service is used in violation of a material term of the AUP more than once, or
    - upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement.
  4. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
  5. If a domain name is transferred or cancelled within the first 2 years of registration, an administration fee of twelve pounds ninety-nine pence (£12.99) excluding VAT will be charged. The transfer or change of handle / tags will not take place until payment has been received in full.
3. Requests for Customer Information
  1. Notwithstanding Section 6 (Data Protection) of this Agreement, Customer agrees that UK2 may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer's customers or end users that UK2 believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
4. Back Up Copy
  1. Customer agrees to maintain (and warrants that he, she or it will maintain throughout the Term of this Agreement) a current copy of all content hosted by UK2 notwithstanding any agreement by UK2 to provide back up services.
5. Changes to UK2.net's Network
  1. Upgrades and other changes in UK2's network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer's hosted content and/or applications. UK2 reserves the right to change its network in its commercially reasonable discretion, and UK2 shall not be liable for any resulting harm to Customer.
6. Notices
  1. Notices to UK2 under the Agreement shall be given via electronic mail to the e-mail address posted for customer support on www.uk2.net. Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.
7. Force Majeure
  1. UK2 shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond UK2's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, theft, destruction, terrorist activity, acts of God or other events of a magnitude or type for which precautions are not generally taken in the industry.
8. Governing Law
  1. The Agreement shall be governed by the laws of England and all claims concerning this Agreement shall be brought exclusively in English courts located in England. The parties hereby consent to submit to the jurisdiction of such courts and waive any personal jurisdiction or venue defences concerning said forum. The Customer is deemed to have agreed to this Agreement, when commencing use of any of UK-2 Ltd's services.
9. Miscellaneous
  1. Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party's name or trade mark without the other party's prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer / employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority.
  2. UK2 reserves the right to amend this Agreement and the AUP and Customer shall be bound by any such amendments. Customer shall have the obligation to periodically visits UK2’s website www.uk2.net to review the AUP and make certain Customer is in full compliance therewith. In the event of any inconsistencies between this Agreement and the AUP, the terms of the AUP shall govern.
  3. The terms on Customer's purchase order or other business forms are not binding on UK2 unless they are expressly incorporated into a formal written agreement signed by both parties. A party's failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party's rights with respect to that provision or any other provision of the Agreement. A party's waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not.
  4. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement.
  5. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without UK2's prior written consent. UK2's approval for assignment is contingent on the assignee meeting UK2's credit approval criteria. UK2 may assign the Agreement in whole or in part.
  6. This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supercedes and replace any prior understanding or communication, written or oral.
  7. The Customer is deemed to have agreed to this Agreement when commencing use of any of UK2’s Services.
Managed Account Clean-up Services
These Paragraphs Apply Only to Managed Security Clean-up Services and are subject always to the terms of the Service Agreement. If your Order Form states that the Services include “Managed Security Clean-up Services,” the following paragraphs shall apply, unless contrary to the prior paragraphs in this Service Agreement.
1. “Managed Security Clean-up Services” refers to the management of the various aspects of an account from a security perspective.
2. Once you purchase the Managed Security Clean-up Services, we will:
  1. back-up your account using a cPanel tool;
  2. where possible, investigate the security of your account to determine how it was compromised;
  3. back-up the uncompromised version of the application software relevant to your website (“Application”);
  4. re-install and upgrade the Application to the most recent version, provided the relevant plug-in, themes and configurations in use on your current Application version are compatible with the most recent Application version. (Application upgrades by us, are limited to customers that currently have a version of the Application that is no more than one major version older than the current version. Customers with versions of the Application that are two or more versions older than the current version shall be responsible for upgrading the Application themselves);
  5. provide you with a list of accounts that require passwords to be changed in order to prevent security compromises in future;
  6. adjust your PHP security settings;
  7. check any automated tasks scheduled to run on your Application to determine they are legitimate;
  8. conduct a scan of your account using Pyscan and or Maldet. We will remove any malware codes identified as a result of the scan;
  9. check your database for rogue users, or other content used to provide back door access to the Application;
  10. set up the correct access rights ownership and or user permissions and remove any unnecessary user permissions;
  11. harden the Application, applying recommendations used in accordance with good practice; and
  12. provide you with instructions to effectively clean all computers and mobile devices used to publish updates to the Application.
3. The Managed Security Clean-up Services will not cover the following:
  1. Rectification of issues that were present in your Application prior to the commencement of the Managed Security Clean-up Services that are unrelated to the security compromise;
  2. Cleaning up custom applications that have not been created by us;
  3. Cleaning up applications that breach our Terms of Service, specifically in relation to the size and content of the application.
4. Before you purchase the Managed Security Clean-up Services, you must:
  1. confirm in writing that you accept the terms of this Service Agreement; and
  2. provide us with details of any customisations (for example, application plug-ins) that apply to your account.
5. Once you have purchased the Managed Security Clean-up Services, you must:
  1. upgrade your Application to a version that is no more than one major version older than the current version if you wish to benefit from the reinstallation and upgrade of the Application by us;
  2. test your Application to verify that it is fully functionality; and
  3. follow the instructions that we provide to you, to effectively clean all computers and mobile devices used to publish updates to the Application.
6. After the Managed Security Clean-up Service is complete, we recommend that you independently take appropriate steps to maintain the security of your account. You specifically confirm that you understand that we are not responsible for the continued security of your Application following completion of the Managed Security Clean-up Service.
7. If you purchase Managed Security Clean-up Services from us, they are provided on an as-is and as-available basis, as a supplement to, and not in lieu of, your own efforts to ensure the security of your account. Whilst we will use commercially reasonable efforts to ensure the effective operation of the Managed Security Clean-up Services, you expressly agree that no application software program or service is error-free or fail-safe. In the event of an interruption or failure of the Managed Security Clean-up Services, our only obligation is to restore your account to operating condition.
8. IN NO EVENT WILL WE BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING A CLAIM BASED ON OUR PROVIDING THE SERVICES TO YOU) FOR LOSS OF DATA OR INTERRUPTION OR CORRUPTION OF DATA.