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Hosted Services Terms and Conditions
Terms and Conditions
These are the terms and conditions of Maxicandi Ltd of 85 Great Portland Street, First Floor, London W1W 7LT (the “Provider”, “we” or “us”).
These Terms and Conditions apply to any user of the Hosting Platform and, where you purchase Services or use our Hosting Platform on behalf of a company or organisation, you warrant and guarantee that you have authority to bind that organisation, and that all users will comply with these terms and conditions when using the Hosting Platform.
Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions.
1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:
“Access Credentials” means the usernames, passwords and other credentials enabling access to the Hosted Services;
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means a contract made under these Terms and Conditions between the Provider and the Customer;
“Business Day” means any weekday other than a bank or public holiday in England;
“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
“Change” means any change to the scope of the Services OR any change to the Agreement;
“Charges” means such amounts as may be agreed in writing by the parties from time to time;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);
“Customer” means the person or entity identified as such in the Services Order Form;
“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement;
“Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;
“DNS Services” means the maintenance by the Provider on behalf of the Customer of the Domain Name System (DNS) of domain names held by the Customer;
“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
“Domain Name Services” means the registration of domain names and the maintenance of domain name registrations by the Provider on behalf of the Customer;
“Effective Date” means following the Customer completing and submitting the online Services Order Form published by the Provider on the Provider’s website, the date upon which the Provider sends to the Customer an order confirmation;
“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” means those hosted services specified in the Customer’s Order which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Maintained Software” means Hosted Services software and related software to the extent that it is installed upon the same platform component as Hosted Service software and is used by the Hosted Service.
“Maintenance Services” means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
“Minimum Term” means, in respect of the Agreement, the period of 1 month beginning on the Effective Date;
“Personal Data” means personal data under any of the Data Protection Laws;
“Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Services;
“Provider” means Maxicandi Ltd, a company incorporated in England (registration number 10902855) having its registered office at 85 Great Portland Street, First Floor, London, England, W1W 7LT;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
“Services Order Form” means an online order form published by the Provider and completed and submitted by the Customer incorporating these Terms and Conditions by reference;
“Set Up Services” means the configuration, implementation and integration of the Hosted Services;
“SSL Certificate Services” means the acquisition of SSL certificates, the installation of SSL certificates and the maintenance of SSL certificates by the Provider on behalf of the Customer;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
“Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions and the following schedules, Schedule 1 (Acceptable Use Policy), Schedule 2 (Availability), Schedule 3 (Maintenance Services), Schedule 4 (Support Services), Schedule 5 (Data Backup and Recovery), Schedule 6 (SSL Certificate Services), Schedule 7 (Domain Name Services) and Schedule 8 (Data processing information) including any amendments to that documentation from time to time;
“UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
“Update” means a hotfix, patch or minor version update to the Maintained Software; and
“Upgrade” means a major version upgrade of the Maintained Software.
“User Interface” means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force indefinitely on monthly renewal of subscription by the Customer, subject to termination in accordance with Clause 20 or any other provision of these Terms and Conditions.
2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract between the parties.
3. Set Up Services
3.1 The Provider shall provide the Set Up Services to the Customer.
3.2 The Provider shall use reasonable endeavours to ensure that the Set Up Services are provided upon or promptly following the Effective Date.
3.3 The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 18.1 the Provider will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under these Terms and Conditions.
3.4 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.
4. Hosted Services
4.1 The Provider shall provide to the Customer upon the completion of the Set Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services during the Term.
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) the User Interface may only be used through a Supported Web Browser;
(b) the User Interface may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;
(d) the User Interface must not be used at any point in time by more than the number of users specified in the Services Order Form;
4.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 The parties acknowledge and agree that Schedule 2 (Availability) shall govern the availability of the Hosted Services.
4.7 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services comply with Schedule 1 (Acceptable Use Policy).
4.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
4.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
4.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
5. Maintenance Services
5.1 The Provider shall provide Maintenance Services for the Customer’s Hosted Services during the Term.
5.2 The Provider shall provide Maintenance Services in accordance with Schedule 3 (Maintenance Services).
5.3 For the avoidance of doubt, Maintenance Services shall automatically terminate upon the termination of this Agreement.
6. Support Services
6.1 The Provider shall provide Support Services to the Customer during the Term.
6.2 The Provider shall provide Support Services in accordance with Schedule 4 (Support Services).
6.3 For the avoidance of doubt, Support Services shall automatically terminate upon the termination of this Agreement.
7. Customer obligations
7.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:
(a) co-operation, support and advice;
(b) information and documentation; and
(c) governmental, legal and regulatory licences, consents and permits,
as are reasonably necessary to enable the Provider to perform its obligations under the Agreement.
7.2 The Customer must provide to the Provider, or procure for the Provider, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under the Agreement.
8. Customer Data
8.1 The Customer hereby grants to the Provider a non-exclusive, non-transferable, royalty-free licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
8.2 The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with the Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
8.3 The Provider shall provide Backup during the Term in accordance with Schedule 5 (Data Backup and Recovery).
8.4 Upon the date of effective termination of the Agreement, the Provider shall make available to the Customer for download an electronic copy of the Customer Data (as constituted upon that date). The Provider shall however have no obligations under this Clause 8.4 to make available such Customer Data if any amounts payable by the Customer to the Provider under the Agreement are due but unpaid upon that date. The Customer acknowledges that whilst the Provider may delete the Customer Data from its computer systems following termination, the Provider may also retain such Customer Data after termination for legal compliance and/or technical reasons, subject in each case to the other provisions of the Agreement.
9. No assignment of Intellectual Property Rights
9.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
10. Registration and accounts
10.1 The Customer may register for an account on the Provider’s website by completing and submitting the account registration form on the Provider’s website, and clicking on the verification link in the email that the website will send to the Customer.
10.2 The Customer must not allow any other person to use the Customer’s account to access the website.
10.3 The Customer must notify the Provider in writing immediately if they become aware of any unauthorised use of their account.
10.4 The Customer must not use any other person’s account to access the website.
11. User login details
11.1 If the Customer registers for an account with the Provider’s website, they will be asked to choose a user ID and password.
11.2 The Customer’s user ID must not be liable to mislead; the Customer must not use their account or user ID for or in connection with the impersonation of any person.
11.3 The Customer must keep their password confidential.
11.4 The Customer must notify the Provider immediately if they become aware of any disclosure of their password.
11.5 The Customer is responsible for any activity on the Provider’s website arising out of any failure to keep their password confidential, and may be held liable for any losses arising out of such a failure.
12. Cancellation and suspension of account
12.1 The Provider may:
(a) edit the Customer’s account details;
(b) temporarily suspend the Customer’s account; and/or
(c) cancel the Customer’s account,
at any time in the Provider’s sole discretion, providing that if the Provider cancels any services the Customer has paid for and the Customer has not breached these terms and conditions, the Customer will be entitled to a refund of any amounts paid to the Provider in respect of those services that were to be provided by the Provider to the Customer after the date of such cancellation; the Provider will give the Customer reasonable written notice of any cancellation under this Section 12.1.
12.2 The Customer may cancel their account on the Provider’s website using their account control panel on the website. The Customer will not be entitled to any refund if they cancel their account in accordance with this Section 12.2
13.1 To subscribe to the Provider’s Services, the Customer must pay the Services subscription fees after the Customer has registered for an account with our website. The Provider will send the Customer an acknowledgement of the Customer’s order. The contract between the Provider and the Customer for the supply of the Hosted Services shall come into force upon the issue of the order acknowledgement.
13.2 The Customer will have the opportunity to identify and correct input errors prior to making their order.
13.3 For so long as the Customer’s account and subscription remains active in accordance with these terms and conditions, the Customer will benefit from the features specified on the Provider’s website in relation to the Customer’s Hosted Services.
13.4 The Provider may from time to time vary the benefits associated with a subscription by giving the Customer written notice of the variation, providing that, if in the Provider’s reasonable opinion such a variation results in a substantial loss of value or functionality, the Customer shall have the right to cancel their subscription, and the Provider will refund to the Customer any amounts paid to the Provider in respect of any period of subscription after the date of such cancellation.
13.5 At the end of any period of subscription, for which the Customer has paid, and subject to the other provisions of these terms and conditions, the Customer’s subscription will be automatically renewed and the Customer must pay to the Provider the applicable subscription fees, unless the Customer cancels the subscription using the cancellation facility on the Provider’s website before the date of renewal.
14. Subscription Fees
14.1 The subscription fees in respect of the Provider’s Services will be as set out on the website from time to time.
14.2 All amounts stated in these terms and conditions or on the Provider’s website are stated exclusive of VAT.
14.3 The Customer must pay to the Provider the subscription fees in respect of the Provider’s Services in advance, in cleared funds, in accordance with any instructions on the Provider’s website.
14.4 The Provider may vary subscription fees from time to time by posting new fees on the Provider’s website, but this will not affect fees for services that have been previously paid.
14.5 If the Customer disputes any payment made to the Provider, the Customer must contact the Provider immediately and provide full details of their claim.
14.6 If the Customer makes an unjustified credit card, debit card or other charge-back then the Customer will be liable to pay the Provider, within 7 days following the date of the Provider’s written request:
(a) an amount equal to the amount of the charge-back;
(b) all third party expenses incurred by the Provider in relation to the charge-back (including charges made by the Provider’s or the Customer’s bank or payment processor or card issuer);
(c) an administration fee of GBP 25.00 including VAT; and
(d) all the Provider’s reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 14.6 (including without limitation legal fees and debt collection fees),
and for the avoidance of doubt, if the Customer fails to recognise or fails to remember the source of an entry on their card statement or other financial statement, and makes a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 14.6.
14.7 If the Customer owes the Provider any amount under or relating to these terms and conditions, the Provider may suspend or withdraw the provision of Services to the Customer.
14.8 The Provider may at any time set off any amount that is owed by the Customer against any amount that the Provider owes to the Customer, by sending the Customer written notice of the set-off.
15. Data protection
15.1 The Provider shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
15.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
15.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement, the Personal Data of data subjects falling within the categories specified in Part 1 of Schedule 8 (Data processing information) and of the types specified in Part 2 of Schedule 8 (Data processing information); and the Provider shall only process the Customer Personal Data for the purposes specified in Part 3 of Schedule 8 (Data processing information).
15.4 The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 15.
15.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
15.6 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:
(a) the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities in the UK and EEA, providing that such transfers must be protected by appropriate safeguards;
(b) the Provider may transfer the Customer Personal Data to its third party processors in the jurisdictions identified elsewhere in this Clause 15 and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein;
(c) the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data;
(d) the Provider may transfer the Customer Personal Data from the UK to the EEA, and may permit its third party processors to do so, in any period during which EEA states are not treated as third countries under the UK GDPR or during which EEA states benefit from adequacy regulations under the UK GDPR; and
(e) the Provider may transfer the Customer Personal Data from the EEA to the UK, and may permit its third party processors to do so, in any period during which the UK is not treated as a third country under the EU GDPR or during which the UK benefits from an adequacy decision under the EU GDPR.
15.7 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
15.8 Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
15.9 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
15.10 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Part 4 of Schedule 8 (Data processing information).
15.11 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. The Provider is hereby authorised by the Customer, as at the Effective Date, to engage those third parties identified in, or falling within the processor categories specified in, Part 5 of Schedule 8 (Data processing information) to process the Customer Personal Data. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days’ written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to the equivalent legal obligations as those imposed on the Provider by this Clause 15.
15.12 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
15.13 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 15.13.
15.14 The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 24 hours after the Provider becomes aware of the breach.
15.15 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 15 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 15.15.
15.16 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
15.17 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider’s processing of Customer Personal Data with the Data Protection Laws and this Clause 15. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 15.17.
15.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such noncompliance.
16.1 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
16.2 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
17. Acknowledgements and warranty limitations
17.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
17.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
17.3 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
18. Limitations and exclusions of liability
18.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
18.2 The limitations and exclusions of liability set out in this Clause 18 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 18.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
18.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
18.4 The Provider will not be liable to the Customer in respect of any loss of profits or anticipated savings.
18.5 The Provider will not be liable to the Customer in respect of any loss of revenue or income.
18.6 The Provider will not be liable to the Customer in respect of any loss of use or production.
18.7 The Provider will not be liable to the Customer in respect of any loss of business, contracts or opportunities.
18.8 The Provider will not be liable to the Customer in respect of any loss or corruption of any data, database or software.
18.9 The Provider will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
19. Force Majeure Event
19.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
20.1 Either party may terminate the Agreement by giving to the other party not less than 30 days written notice of termination, expiring only at the end of the Minimum Term.
20.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if;
(a) the other party commits any material breach of the Agreement, and the breach is not remediable;
(b) the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c) the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).
20.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) 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); or
20.4 The Provider may terminate the Agreement immediately by giving written notice to the Customer if:
(a) any amount due to be paid by the Customer to the Provider under the Agreement is unpaid by the due date and remains unpaid upon the date that written notice of termination is given; and
(b) the Provider has given to the Customer at least 30 days written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 20.4.
20.5 The rights of termination set out in the Agreement shall not exclude any rights of termination available at law.
21. Effects of termination
21.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 2, 4.8, 5.11, 21, 22.1 and 23.5.
21.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
21.3 Within 30 days following the termination of the Agreement for any reason:
(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement;
22.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:
(a) sent by email to the relevant email address specified through the Hosted Services, in which case the notice shall be deemed to be received upon receipt of the email by the recipient’s email server,
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
23.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
23.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
23.3 The Customer hereby agrees that the Provider may assign the Provider’s contractual rights and obligations under the Agreement to any successor to all or a substantial part of the business of the Provider from time to time. Save to the extent expressly permitted by applicable law, the Customer must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Customer’s contractual rights or obligations under the Agreement.
23.4 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.
23.5 Subject to Clause 18.1, a Services Order Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Services Order Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
23.6 The Agreement shall be governed by and construed in accordance with English law.
23.7 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
24.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
24.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
24.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
24.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
SCHEDULE 1 (ACCEPTABLE USE POLICY)
1.1 This acceptable use policy (the “Policy“) sets out the rules governing:
(a) the use of services supplied to the Customer (the “Services“); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content“).
1.2 References in this Policy to “you” are to any customer for the Services and any individual user of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to Maxicandi Ltd (and “we” and “our” should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) constitute a breach of official secrets legislation; or
(j) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4.1 You acknowledge that we do not actively monitor the Content or the use of the Services.
5. Harmful software
5.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
5.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
SCHEDULE 2 (AVAILABILITY SLA)
1.1 This Schedule 2 sets out the Provider’s availability commitments relating to the Hosting Services.
1.2 In this Schedule 2, “uptime” means the percentage of time during a given period when the Hosting Services are available at the gateway between public internet and the network of the infrastructure provider for the Hosting Services.
2.1 The Provider shall use commercially reasonable endeavours to ensure that the uptime for the Hosting Services is at least 99.9% during each calendar month.
2.2 The Provider shall be responsible for measuring uptime, and shall do so using any reasonable methodology.
3.1 Downtime caused directly or indirectly by any of the following shall not be considered when calculating whether the Provider has met the uptime guarantee given in Paragraph 2.1:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Provider’s infrastructure services provider, unless such fault or failure constitutes an actionable breach of the Agreement between the Provider and that company;
(d) a fault or failure of the Customer’s computer systems or networks;
(e) any breach by the Customer of the Agreement; or
(f) scheduled maintenance carried out in accordance with the Agreement.
SCHEDULE 3 (MAINTENANCE SLA)
1.1 This Schedule 3 sets out the service levels applicable to the Maintenance Services.
2. Scheduled Maintenance
2.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Schedule 3.
2.2 The Provider shall where practicable give to the Customer at least 10 Business Days’ prior written notice of scheduled maintenance that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider’s other notice obligations under this Schedule 3.
2.3 The Provider shall endeavor to carry out the maintenance outside Business Hours.
3.1 The Provider shall notify the Customer of each Update to the Maintained Software via a Customer status page within the period of 20 Business Days following Release of an Update by the Provider.
4.1 The Provider shall keep the Customer reasonably informed during the Term of the plans for the release of Upgrades by the Provider.
4.2 The Provider shall supply Upgrades to Hosted Services at least once in each calendar year during the Term, and shall make such Upgrades available to the Customer in accordance with the provisions of this Schedule 3.
4.3 The Provider shall give to the Customer at least 10 Business Days’ prior notice via email of the Release of an Upgrade by the Provider.
4.4 The Provider shall apply each Upgrade to the Maintained Software within the period of 20 Business Days following Release.
SCHEDULE 4 (SUPPORT SLA)
1.1 This Schedule 4 sets out the service levels applicable to the Support Services.
2.1 The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this Schedule 4.
2.2 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving Support Services; and the Customer must not use the helpdesk for any other purpose.
2.3 The Provider shall ensure that the helpdesk is accessible by using the Provider’s web-based ticketing system.
2.4 The Provider shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term. In addition, the Provider shall provide a telephone number for the Customer to report critical issues outside of Business Hours.
2.5 The Customer shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.
3. Response and resolution
3.1 Issues raised through Support Services shall be categorised as follows:
(a) critical: the Hosted Services are inoperable or a core function of the Hosted Service is unavailable;
(b) serious: a core function of the Hosted Service is significantly impaired;
(c) moderate: a core function of the Hosted Service is impaired, where the impairment does not constitute a serious issue; or a non-core function of the Hosted Service is significantly impaired; and
(d) minor: any impairment of the Hosted Service not falling into the above categories; and any cosmetic issue affecting the Hosted Services.
3.2 The Provider shall determine, acting reasonably, into which severity category an issue falls.
3.3 The Provider shall use reasonable endeavours to respond to requests for Support Services promptly, and in any case in accordance with the following time periods:
(a) critical: 1 Business Hours;
(b) serious: 4 Business Hours;
(c) moderate: 1 Business Day; and
(d) minor: 5 Business Days.
3.4 The Provider shall ensure that its response to a request for Support Services shall include the following information (to the extent such information is relevant to the request): an acknowledgement of receipt of the request, where practicable an initial diagnosis in relation to any reported error, and an anticipated timetable for action in relation to the request.
3.5 The Provider shall use reasonable endeavours to resolve issues raised through Support Services promptly, and in any case in accordance with the following time periods:
(a) critical: 2 Business Hours;
(b) serious: 8 Business Hours;
(c) moderate: 4 Business Days; and
(d) minor: 10 Business Days.
4. Provision of Support Services
4.1 Support Services shall be provided remotely. There are no restrictions placed on the country of residence of support personnel.
SCHEDULE 5 (DATA BACKUP & RECOVERY)
1.1 This Schedule 5 sets out the service levels applicable to Data Backup and Recovery.
2. Backup & Recovery
2.1 The Provider shall create a nightly back-up copy of the Customer Data, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 7 days.
2.2 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Hosting Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 2.1. The Customer acknowledges that this process will overwrite the Customer Data stored on the Hosting Platform prior to the restoration and the Provider shall not be liable for any loss of Customer Data that may result from the requested restoration by the Customer.
SCHEDULE 6 (SSL CERTIFICATE SERVICES)
1. Obligation to provide SSL Certificate Services
1.1 The Provider shall provide to the Customer in accordance with this Schedule 6 any SSL Certificate Services specified in an Order.
2. SSL Certificate Services
2.1 The Provider shall endeavour to acquire and install any SSL certificate per the Customer’s Order, subject to the payment of the applicable Charges in advance.
2.2 The Provider shall have no responsibility for the maintenance of any SSL certificate subscription; it shall be the Customer’s responsibility to ensure that SSL certificate subscriptions are maintained and renewed and that applicable maintenance and renewal charges are paid.
2.3 The Customer warrants to the Provider that all the information submitted by or on behalf of the Customer for the purposes of an SSL certificate purchase or otherwise in respect of an SSL certificate is current, accurate and complete.
2.4 The Customer shall promptly notify the Provider of any changes to the information required for the purposes of an SSL certificate purchase, and the Customer acknowledges that additional Charges may be payable in respect of the updating of that information with the relevant third parties.
2.5 With reference to each SSL certificate in respect of which the SSL Certificate Services are provided, the Customer hereby agrees to and must comply any applicable SSL certificate subscription agreement notified by the Provider to the Customer (including any amendments notified by the Provider to the Customer).
3. Termination of SSL Certificate Services
3.1 Either party may terminate the SSL Certificate Services by giving to the other party at least 10 days’ written notice of termination.
3.2 If the SSL Certificate Services are terminated in accordance with the provisions of this Paragraph 3:
a) the Customer must pay to the Provider any outstanding Charges in respect of SSL Certificate Services provided to the Customer before the date of effective termination of the SSL Certificate Services;
b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of SSL Certificate Services that were to be provided to the Customer after the date of effective termination of the SSL Certificate Services; and
c) the Contract will continue notwithstanding such termination.
3.3 For the avoidance of doubt, the SSL Certificate Services shall automatically terminate upon the termination of the Contract.
3.4 Upon the termination of the SSL Certificate Services (whether or not the Contract is terminated), then all of the Customer’s rights in or in respect of relevant SSL certificates shall immediately cease.
SCHEDULE 7 (DOMAIN NAME SERVICES)
1. Obligation to provide Domain Name Services
1.1 The Provider shall provide to the Customer in accordance with this Schedule 2 any Domain Name Services specified in an Order or otherwise agreed by the parties in writing.
2. Registration of domain names
2.1 The Provider shall attempt to register any domain names that the Customer orders, subject to the payment of the applicable Charges in advance, and provided that such domain names do not violate any applicable law, rule or regulation or the policies of the applicable Registrar or Registry.
2.2 The Provider may reject any request to register a particular domain name by giving a written notice of rejection to the Customer, notwithstanding the other provisions of this Paragraph 2.
2.3 The Provider does not guarantee that any attempt to register a domain name will be successful.
2.4 The Customer accepts that the Provider is unable to verify or check for errors in domain registration requests. Accordingly, the Customer is solely responsible for ensuring that a domain name has the correct or intended spelling.
2.5 Unless otherwise agreed in writing by the Provider, the Customer’s domain will not be registered until the Provider receives payment of the applicable Charges in cleared funds.
2.6 If the Provider does register a domain name prior to payment of the applicable Charges, the Provider reserves the right to cancel that registration or restrict use of the domain name until payment has been received.
2.7 The Customer accepts that a successful domain registration is final, and non-refundable.
3. Domain name transfers and ownership
3.1 The Provider shall attempt to determine the ownership of a domain based on the details held in the WHOIS database. If the WHOIS database details are not determinative, then the Provider shall be entitled to request whatever supporting evidence it may require to ascertain ownership.
3.2 If the Customer wishes to transfer ownership of a registered domain, it must:
a) ensure that all necessary consents and permissions to that transfer have been obtained; and
b) deliver to the Provider documentary evidence of all such relevant consents and permissions; and
c) accept that the Provider is under no obligation to carry out any transfer request if the Customer fails to satisfy the Provider that the documentation provided shows the transfer to be properly requested or authorised or where the Customer has not complied with this Clause 3.
3.3 The transfer service offered by the Provider is supplied on the basis that the Customer is solely responsible for:
a) changing the tag (in respect of .UK domain names or other gTLD domains); or
b) completing the transfer process by having access to the domain name’s administrative contact as listed in the WHOIS database; and
c) clicking the link sent by email to authorise the transfer; and) ensuring that the transfer completes to the Customer’s specifications.
3.4 If a domain transfer fails or is otherwise cancelled, the Customer will be responsible for contacting the Provider to request a refund for the incomplete transfer, if applicable.
3.5 The Customer agrees that on transferring ownership of a registered domain name to another person or registering a domain name on behalf of another person (the “Transferee”) the Customer will confirm and be able to prove that the Transferee agrees in writing to be bound by these Terms and Conditions at the Provider’s request.
3.6 The Provider will not transfer ownership of a domain name until all fees attributable to the services associated with the account, which are due have been paid by the Customer to the Provider.
4. Maintenance of domain name registrations
4.1 The Provider shall use reasonable endeavours to maintain the registration of any domain names registered through the Domain Name Services, subject to the payment in advance by the Customer to the Provider of any Charges due in respect of the renewal of such domain name registrations.
4.2 The Provider shall endeavour to automatically renew a domain name on behalf of the Customer when it is due for renewal subject to the following:
a) The Customer has a valid and up-to-date subscription on its account; and
b) The Customer has not turned off automatic renewal in the Client Area; and
c) The Customer has not requested the Provider to turn off automatic payment processing; and
d) The Customer did not originally pay for the domain registration or transfer with a non-automated payment method, including PayPal or Bank Transfer;
If any of the above apply then the Provider shall not automatically Charge the Customer and renew a domain name and the Customer is entirely responsible for any consequences arising from a domain name not being renewed.
4.3 Domain names which are automatically renewed by the Provider will be renewed for the same duration as the initial registration period, unless the Provider is otherwise instructed in writing by the Customer.
4.4 In the case of automated domain renewals, the Provider shall take payment for domain renewals up to 10 days prior to the domain name expiration date in order to ensure the domain name is renewed on time, and the Provider will issue a renewal invoice to the customer at least 15 days before applying a Charge to the Customers credit or debit card.
4.5 Domain name renewals will be charged at the Provider’s prevailing rate at the time of the renewal, as may vary from time to time; the Customer agrees that it is its responsibility to review the renewal cost on the invoice it was issued in relation to the domain name renewal Charge.
4.6 The Customer agrees that if it objects to any Charge for domain name renewal, that it must notify the Provider before the due date of the invoice pertaining to that charge, otherwise the Customer forgoes any right to cancel that renewal or to receive a refund for that Charge.
4.7 The Provider’s sole responsibility in connection with any domain renewal will be to process the renewal using the renewal mechanism provided by the Registrar, and the Provider will have no responsibility or liability for any loss, interruption in service, service error or loss of data caused by the Registrar of by any failure in communication between the Provider and Registrar’s computer systems, howsoever caused.
4.8 The Provider will endeavour to notify the Customer of upcoming domain expirations within 30 days of the expiry date by email; notifications shall be sent to the Customer’s primary contact email address as specified in the Provider’s Client Area, and as updated from time to time by the Customer; the Customer agrees that beyond this email notification, the Provider bears no other responsibility to notify the Customer of any impending domain name expiration dates, and that the Customer is wholly responsible for ensuring it’s domain registrations are renewed in sufficient time.
4.9 In the event that a domain name is not renewed by its expiry date it shall cease to operate and shall be deemed to be expired and Clause 4.10 below shall apply.
4.10 The Provider will endeavour to renew domain names on behalf of the Customer, however, the Provider makes no guarantee that attempted renewals, including attempts to renew expired domains, will be successful and it is the Customer’s responsibility to check the WHOIS database, and any other source, to ensure the domain name has been renewed.
5. Customer obligations and Domain Name Services
5.1 The Customer warrants to the Provider that:
a) the information submitted by or on behalf of the Customer for the purposes of a domain name registration is current, accurate and complete;
b) the Customer has the legal right to apply for and use the domain name; and
c) the use of the domain name by the Customer will not infringe any person’s Intellectual Property Rights or other legal rights.
5.2 The Customer agrees to indemnify the Provider against any infringement of third-party rights caused by the registration of a domain name for the Customer, and that the Provider provides no warranty against such infringements.
5.3 The Customer shall promptly notify the Provider of any changes to the information required for the purposes of a domain name registration, and the Customer acknowledges that additional Charges may be payable in respect of the updating of that information with the relevant third parties.
5.4 The Customer acknowledges that certain information submitted for the purposes of a domain name registration will be published on the internet via “WHOIS” services.
5.5 With reference to each domain name in respect of which the Domain Name Services are provided, the Customer must comply with all the rules and policies from time to time of the relevant registry or registration authority.
5.6 With reference to each domain name in respect of which the Domain Name Services are provided, the Customer hereby agrees to and must comply any applicable domain name registration agreement notified by the Provider to the Customer (including any amendments notified by the Provider to the Customer).
5.7 The Customer acknowledges that its rights to any domain name registered or renewed by the Provider are not being granted by the Provider but are subject to the rules and regulations of ICANN, the Registrar, the Registry and applicable law. Accordingly, the Customer acknowledges that the contract for registration is between the Customer and the Registrar, and that the Provider is purely acting as an agent for said Registrar.
5.8 The Customer’s inability to use a domain name shall not entitle the Customer to a refund by the Provider of any Charges paid with respect to the registration of such unusable domain name.
5.9 The domain name shall be the property of the Customer for the duration that the Customer has paid for that domain name, as confirmed by the Provider by email following registration or renewal.
5.11 All fees paid for domain registrations and renewals must be prepaid and are non-refundable, in whole or in part, even if the domain name registration is suspended, cancelled or transferred prior to the end of the registration term; this is due to the bespoke nature of domain names and the Customer accepts this to be a fair apportionment of risk given the Provider’s inability to claim a refund from the relevant Registry.
5.12 In the event of a charge back by a credit card company or other payment provider authorised by the Provider, the domain name registration shall be transferred to the Provider as the paying entity for the registration; The Provider may reinstate the domain name registration at its sole discretion upon its receipt of the registration or renewal Charge from the Customer.
6. Domain name disputes
6.1 The Provider shall not and shall have no obligation to offer or provide any legal or other advice in relation to any actual or potential domain name dispute.
6.2 Subject to Clause 18.1 of the main body of these Terms and Conditions, the Provider shall have no liability in respect of the suspension or loss of a domain name as a result of any domain name arbitration procedure or court proceedings.
6.3 In the event that the Provider receives a complaint in regards to trademark / brand infringement, the Provider has the right to place a domain name on hold and move into the Provider’s holding account; the Provider shall take this action if in receipt of a decision from a Domain Dispute Resolution and/or a settlement agreement between the parties concerned; should this happen, any renewal payments must continue to be paid to the Provider by the Customer.
6.4 In the event of receiving documentation which matches the WHOIS details, the Provider reserves the right to move the concerned domain name from the current domain name holder’s Client Area into the Provider’s holding account, lock the domain and place a registrar hold on it; the Provider shall not move the concerned domain name(s) from this status until it is satisfied that the dispute has been resolved between the parties concerned, with documentation provided to the Provider by both parties proving the same; this documentation may include a court order, an email/letter/legal document from the current domain holder and the complainant both stipulating the transfer of the domain to the complainant.
7. Termination of Domain Name Services
7.1 The Provider may terminate the Domain Name Services by giving to the other party at least 15 days’ written notice of termination.
7.2 Domain terminations by the Customer must be requested through the Provider’s Client Area, by turning off Domain Auto Renewal, and must be completed at least 10 days prior to the expiration date.
7.3 A registered domain shall expire if the Provider is unable to take payment via the method stored on the Customer’s account, where the Customer has set the domain to not automatically renew, or where the Customer fails to manually renew the domain name by the renewal date.
7.4 If the Domain Name Services are terminated in accordance with the provisions of this Paragraph 7:
a) the Customer must pay to the Provider any outstanding Charges in respect of Domain Name Services provided to the Customer before the date of effective termination of the Domain Name Services;
b) the Contract will continue notwithstanding such termination.
7.5 For the avoidance of doubt, the Domain Name Services shall automatically terminate upon the termination of the Contract.
7.6 Upon the termination of the Domain Name Services (whether or not the Contract is terminated), then all of the Customer’s rights in or in respect of relevant domain names shall immediately cease, save to the extent that the Customer has transferred relevant domain names to another domain name registration service provider before the date of effective termination.
7.7 Following the expiry date a domain may enter a grace and/or redemption period. Certain registries do not allow for grace and/or redemption periods, and a list of these may be made available to the Customer by the Provider upon written request.
7.8 Domain names from Registries which do not allow for a grace and/or redemption period may be unrecoverable by the Customer or the Provider following the expiration date, and the Customer agrees that the Provider will not be liable to the Customer in the event that the domain name is non-recoverable.
7.9 The Customer acknowledges that upon expiration of a domain name, the Provider may in its sole discretion carry out any of the following actions:
a) Renew the domain;
b) Park the domain on different nameservers from those set by the Customer;
c) Where the relevant registry does not allow for grace or redemption periods, cancel the domain.
7.10 Provided that the relevant Registry for the domain name allows a grace period, the Customer acknowledges that it has up to 16 days following the expiration of the domain names (‘the Grace Period’) to contact the Provider to retrieve and renew the domain name provided that the Customer pays for said renewal in full and in cleared funds.
7.11 On receipt of the renewal fee by the Provider within the Grace Period, the Customer will retain ownership of the domain names and as soon as reasonably practicable the Provider shall restore the domain names.
7.12 The Customer acknowledges that following the end of the Grace Period the Provider may at its sole discretion carry out one or all of the following actions:
a) change the domain’s contact details; or
b) transfer the domain to a new legal owner; or
c) auction the domain.
7.13 Provided that the relevant Registry of the domain name allows for a redemption period, if the Provider receives a request from the Customer to renew an expired domain name after the end of the Grace Period (‘the Redemption Period’), the Customer agrees to pay the applicable redemption fee plus the renewal fee for the domain name; both the length of the Redemption Period and the redemption fee varies depending on the Registry or domain extension, and a list of these may be made available to the Customer by the Provider upon written request.
Where the customer wishes to pay in any other currency other than Pounds Sterling (GBP) the customer Agrees that the charge will be levied at an equivalent rate according to the Interbank exchange rate + 5%.
8. Agreement to Registrar Terms
8.1 In submitting an Order for domain name registration, renewal or transfer, the Customer agrees to also be bound by the applicable Registrar’s terms and conditions; if the Order specifies a Registrar other than one listed in this Clause 8, the Customer agrees to the terms and conditions of such Registrar as the same may be posted on the web site of such Registrar from time to time.
8.2 All registrations and renewals of .UK domain names, including direct .uk domains and 3rd level .UK domains such as .co.uk, .org.uk and .me.uk, will be subject to the terms and conditions of the Registrar, Nominet Ltd., as published on its web site at https://www.nominet.uk/resources/policy/policies-rules/
8.3 All other domain extensions will be subject to the terms and conditions of the Registrar, GANDI SAS, as published on its web site at https://www.gandi.net/en-GB/contracts/terms-of-service
SCHEDULE 8 (DATA PROCESSING INFORMATION)
1. Categories of data subject
Companies, Business owners, Customers, Employees, Website users
2. Types of Personal Data
Name, address, bank details, email address
3. Purposes of processing
To fulfil a contract
4. Security measures for Personal Data
SSL, Personal Data Encryption
5. Sub-processors of Personal Data
Stripe Inc., Payment Processor