Managed Hosting Terms
These terms and conditions apply to all (each and every) dedicated servers and Cloud based Virtual Private servers purchased as set out in Our Service Order Form(s) (such expression includes an online order). They do not apply to single site hosting plans and Reseller hosting plans which are subject to the Shared & Reseller Hosting Terms. An agreed Service Order Form between You and Us and these Standard Terms and Conditions of Service constitute the binding commercial contract between You and Us (“Agreement“)
Storm Internet Limited reserves the right to change these terms at any time. Please refer back to this page as often as possible for the latest terms. Your attention is particularly drawn to clause 15 below
Terms of service
Where the context admits:
“We“, “Us” & “Our” means Storm Internet Limited of: 1 Canal View, Wharf Farm, Eynsham Road, Witney, Oxfordshire, OX29 4DB United Kingdom or any party acting on Storm Internet Limited’s implicit instructions.
“You” & “Your” means the person purchasing the Services from Us pursuant to Our Service Order Form or any party acting on such customer’s instructions.
“The Registrant” includes the person applying for a domain name or any party acting on the Registrant’s instructions.
“The Registry” the relevant domain names Registry.
Under the Agreement We provide Internet connectivity services (the “Bandwidth“), the equipment (the “Server“), the availability of space to store and operate such equipment (the “Space“) and the licensing of software (the “Software“), as set out in the relevant Service Order Form together comprising the dedicated server package under the Agreement (together, the “Services“).
1. Server Hardware
1.1. We will be the owner of the Server.
1.2. The Server shall be installed and operated in the Space by Us. You will have no right of physical access to the Server or the Space.
1.3. We shall have no liability for any loss or damage to any data stored on the Server.
1.4. You acknowledge that, We cannot guarantee that the Server will be free from defects. Nor can We guarantee that it will operate uninterrupted or without failure. We shall use our reasonable endeavours to make available to You at all times the Services but We shall not, in any event, be liable for interruptions of service or down-time of the Server and We shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
1.5. Should We become aware of a Server fault, We will at our option repair the Server or provide an equivalent Server as a replacement as soon as practicably possible.
1.6. Any replacement Server will be provided in the default configuration as the Server was originally supplied. We do not warrant that any data, content or settings present on the original Server will be transferred to the replacement.
1.7. You will not load any material on to the Server that infringes third party intellectual property rights and shall fully indemnify Us against any liability we may incur if you breach such condition.
1.8. You will grant full access to Microsoft, and allow Us to grant such access, to all material you place on the Server for the purpose of any audit Microsoft wishes to undertake.
1.9. In the event that You use Microsoft software on the Server, you agree to Microsoft’s End User License Terms.
2. Network Connectivity & Bandwidth
2.1. We will provide a means for You to monitor the data transfer usage of the Server. You accept that if the Server exceeds its data transfer quota in any billing period, We will charge You for the additional data transfer at our standard rate.
2.2. A NetBlox will not be valid and will not increase Your data transfer quota until it has been paid for in full. A NetBlox cannot be shared across multiple servers or months, or used to pay for data transfer consumed prior to the NetBlox being purchased or paid for.
2.3. Any access to other networks through the Services must comply with the rules appropriate for those other networks.
2.4. We may assign to the Server on a temporary basis a number of Internet Protocol Addresses (“IP Addresses”) from the address space assigned to Us by the RIPE. You acknowledge that the IP Addresses are the sole property of Storm Internet Limited, and are assigned to You as part of the Services, and agree that You will have no right to IP Addresses upon termination of this Agreement. We reserve the right to change the IP Address assignments at any time.
2.5. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Services.
3. Software
3.1. We grant You a non-transferable, nonexclusive license to use the Software, in object code form only, for You internal needs, solely on the Hardware provided, and in conjunction with the Services.
3.2. You agree that You will not:
3.2.1. Copy the Software.
3.2.2. Reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software.
3.2.3. Sell, lease, license, transfer or sublicense the Software or the documentation.
3.2.4. Write or develop any derivative or other software programs, based, in whole or in part, upon the Software.
3.3. This Agreement transfers to You neither title nor any intellectual property rights to the Software, documentation, or any copyrights, patents or trademarks, embodied or used in connection therewith, except for the limited license to use in Section 3.1.
3.4. Any third party software is supplied to You on the basis of the relevant third party’s license terms with which You agree to comply.
3.4. We will use Our reasonable endeavours to check the Software for the most commonly known viruses prior to delivery to You. However, You are solely responsible for virus scanning the Software and We give no warranty that the Software will be free from viruses.
3.5. You acknowledge that software in general is not error-free, and agree that the existence of such errors will not constitute a breach of this Agreement.
4. Support & Management Services
4.1. We will install the Software detailed in the product specification onto the Hardware in our standard configuration free of additional charge.
4.2. We will endeavour to apply security patches or take mitigating action such as blocking certain network traffic to maintain the integrity of the Server when We are made aware of a security vulnerability in Software installed as standard which We deem a threat considering the intended use of the Services for web site hosting, however We do not warrant that the Software will be free from defects or vulnerabilities nor that the Server will be free from unauthorised users or hackers.
4.3. We are not obliged to install onto the Server any additional software for You or modify the configuration of existing software from its default. You acknowledge that should We agree to do so, a charge may be made to cover employee time.
4.4. We provide technical support relating to the Server and Software physically functioning. We do not offer technical support for application specific issues such as CGI programming, HTML or any other such issue.
4.5. We do not provide technical support for Your customers.
4.6. Our obligation to provide support and management services will not extend to:
4.6.1. Software or systems not installed as standard by Us.
4.6.2. Software or systems configured or modified by You other than through the provided web based control panel.
4.6.3. Correction of faults arising from Your failure to comply with instructions or recommendations provided by Us directly or through documentation and manuals.
4.6.4. Rectification of lost or corrupted data.
4.7. We may at any time and from time to time improve, correct or otherwise modify all or any of the Services (including substituting Software and/or Server with software or equipment of similar specification) provided that such modification does not materially affect provision of the Services to the You. We will endeavour to give You reasonable notice of any such modification, where this is reasonably practicable.
5. Data Backup
5.1. In the event that You purchase a data backup product We will endeavour to make backups of the data stored on the Server and make them available to You in accordance with the specification of the data backup product. However We do not warrant that any data will be backed up correctly, nor that any successful restoration of data will be possible.
5.2. Regardless of whether You purchase a data backup product, We shall have no liability for any loss or damage to any data stored on the Server or backup mediums.
5.3. We recommend that You make a backup of all data on the Server regardless of whether You have purchased a data backup product.
6. Domain Name Registration
6.1. We make no representation that the domain name You wish to register is capable of being registered by or for You or that it will be registered in You name. You should therefore not assume registration of Your requested domain name(s) until You have been notified that it has or they have been registered. Any action taken by You before such notification is at Your risk.
6.2. The registration and use of You domain name is subject to the terms and conditions of use applied by the relevant Registry; You shall ensure that You are aware of those terms and conditions and that You comply with them.
6.2.1. By registering a .uk domain name, You enter into a contract of registration with Nominet UK on the terms and conditions published at http://www.nominet.org.uk.
6.3. You shall have no right to bring any claim against Us in respect of any refusal to register a domain name by the relevant registration authority.
6.4. Any administration charge paid by You to Us shall be non-refundable notwithstanding refusal by the Registry to register You desired name.
6.5. We shall have no liability in respect of the use by You of any domain name; any dispute between You and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, We shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant Registry but will not be obliged to take part in any such dispute.
6.6. We shall not release any domain to another provider unless full payment for that domain has been received by Us.
7. Use Of The Services
7.1. You shall keep secure any identification, password and other confidential information relating to Your account or the Services and shall notify Us immediately of any known or suspected unauthorised use of the Services or breach of security, including but not limited to loss, theft or unauthorised disclosure of Your password or other security information.
7.2. You shall observe the procedures which We may from time to time prescribe and shall make no use of the Services which is detrimental to Our other customers.
7.3. In the case of an individual User, You warrant that You are at least 18 years of age and if the User is a company, You warrant that the Services will not be used by anyone under the age of 18 years.
7.4. You are solely responsible for the content of any postings, data or transmissions using the Services or any other use of the Services by You or by any person or entity.
7.5. You represent, undertake and warrant to Us that neither You or any person or entity will use the Services, Software or Server for illegal, unlicensed, unlawful, disruptive or objectionable purposes. In particular, without prejudice to the generality of the foregoing, You represent, warrant and undertake to Us that:
7.5.1. You will not use the Services in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will You authorise or permit any other person to do so.
7.5.2. You will not upload, post, link to or transmit:
7.5.2.1. any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way.
7.5.2.2. any material containing a virus or other hostile computer program.
7.5.2.3. any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
7.5.3. All email sent using the Services, or which refers to content hosted on the Services will be in accordance with applicable legislation (including data protection and electronic communications legislation).
7.5.4. You will not use the Services in any manner which interferes with, or disrupts, other network users, services or equipment including, without limitation, unsolicited advertising or chain letters, inappropriate news group or forum posts, wrongly impersonating another user and falsifying one’s network identity.
7.5.5. You will not use the Services to make or attempt to make unauthorised entry to any other machine accessible location, via the network.
7.6. If We have reasonable grounds to believe that You are or have been utilising the Services for any such illegal, disruptive or objectionable purpose, We may immediately, without prior notice to You:
7.6.1. Suspend the Services.
7.6.2. Terminate this Agreement.
7.6.3. Amend, remove from the Server or prevent access to the offending or infringing material or content.
7.6.4. Access the Server or grant access to the Server to third party licensors.
7.7. You acknowledge, consent and agree that We may access, preserve and disclose your account information, communication content as well as any data you have placed on a server we have provided to you if required to do so by law or pursuant to the terms of any third party licence or agreement and You undertake to facilitate all such access for such purposes.
7.8. The Services are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Services for any application or situation where the Services failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage.
7.9. You shall defend, indemnify and hold harmless Us from and against all liabilities and costs (including reasonable solicitor’s fees and litigation expenses) from any and all claims by any entity arising out of Your use of the Services, Server and/or Software, including those without consent.
8. Service Level Agreement
8.1. The Service Level Agreement, hereinafter referred to as the SLA sets out our aims with regard to the level of service provided.
8.2. Our failure to provide meet an aim set out in the SLA will not constitute a breach of this contract.
8.3. For the purpose of the ‘Network Uptime’ aim, network down-time is defined as 100% packet loss occurring in the transmission of data from Your Server hosted in our data centre to the Internet backbone. Events which do not constitute network down-time include but are not limited to:
8.3.1. A problem in Your access provider’s network or that of their upstream providers which prevents You from accessing the Storm Internet Limited network.
8.3.2. A problem with Your Server’s hardware or software which renders it or an application or service on it inoperable.
8.3.3. The period during which network protocols such as STP, OSPF and BGP are re-converging after an equipment or link failure.
8.4. In the event that You wish to make a claim for a service credit in accordance with the SLA, You will notify Us including full details of and the time at which the incident occurred within 7 days of the incident to which the claim relates occurring.
8.5. We reserve the right to determine whether any service credit is due.
8.6. Should We determine that a service credit is due, it will be provided in the form of additional days of service up to a maximum of 30 days in any 30 day period. Only charges for the basic Server rental will be waived as a result of a service credit under the SLA. Charges for domain names, additional data transfer and optional extras added to You Server will not be waived. Service credits will not be provided in the form of cash or equivalent.
9. Resellers
9.1.1. Where You resell the whole or Part of the Services, You will continue to be bound by these terms and conditions, You will be responsible for ensuring that Your customers are bound by terms and conditions that adequately reflect and give effect to these.
9.1.2. You shall not incur or purport to incur on Our behalf any liability nor in any way pledge or purport to pledge Our credit or to make any contract binding on Us.
9.1.3. No default by Your customers shall in any way affect, modify or limit Your obligations under this Agreement.
10. Third-Party Services
10.1. AWS Hosting Services
In the provisioning of services, if and when Amazon Web Services (“AWS”) are used then the following terms will apply:
10.1.1. The service level agreement for all services related to hosting will be governed by the AWS commitments found at https://aws.amazon.com/legal/service-level-agreements/
10.1.2. Security and Data Privacy will be governed at a server level by the AWS commitments found at https://aws.amazon.com/agreement/
10.1.3. Compliance for server software will be included with the AWS procurement, details of which can be found here https://aws.amazon.com/windows/resources/licensing
10.1.4. You agree that Your use of the server software is subject to the customer licence terms or EULA that the relevant publisher imposes upon end-users. We shall not be liable to You for any loss or damage that is caused directly or indirectly by the server software. The acceptable use policy will be against the AWS agreement found at https://aws.amazon.com/agreement/
10.2. Azure Hosting Services
In the provisioning of services, if and when Microsoft Azure (“Azure”) is used and provided by Us under the Cloud Solution Provider Program (“CSP”) that You enter into this agreement and the terms of which are found at https://www.microsoft.com/licensing/docs/customeragreement and which may be updated from time to time.
10.3. Other Third-Party Services
10.3.1. Where the Parties agree that We will procure any Third-Party Services required by You for the provision of the Services, full details of those Third-Party Services (and the basis of their procurement by Us) will be set out in the Service Order form.
10.3.2. Except as expressly set out in the relevant Licence Agreement, We expressly exclude any warranty to You that the Third-Party Services supplied or licensed under this Agreement will operate substantially in accordance with, and perform, the material functions and features as set out in its marketing, sales, or other associated documentations. You shall remain liable for any and all payments owed to Us throughout this Agreement and until the end of the respective licence terms for such Third-Party Services (the “Licence Fees”).
10.3.3. It is a condition of this Agreement that You enter into such direct Licence Agreements issued by the Third-Party Supplier where You must directly contract with that Third-Party Supplier as so prescribed by the relevant software owners of each Third-Party Service identified within this Agreement and/or in the applicable Service Order form. In the event You do not accept the terms of such Licence Agreements (whether directly contracted with Us or the relevant Third Party), We reserve the right to suspend the provision of the Services until such time as You enter into such Licence Agreement.
10.3.4. You acknowledge that You are responsible for ensuring that Your Hardware, and operating software for such Hardware, is compatible with the Third-Party Services and We give no warranty in relation to that unless agreed otherwise in writing between the Parties in the Service Order form.
11. Data Protection
11.1. In this clause 11:
11.1.1. “Controller”, “Data Subject”, “Personal Data”, “Processor” and “processing” shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly) and “international organisation” and “Personal Data Breach” shall have the respective meanings given to them in the GDPR and/or UK GDPR;
1.1.2 “Data Protection Laws” means, as binding on either party or the Services:
(i) the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the GDPR;
(ii) any laws which implement any such laws; and
(iii) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
11.1.3. “GDPR” means the General Data Protection Regulation (EU) 2016/679 and “UK GDPR” means any laws and transitional arrangements following the UK’s withdrawal from the European Union and/or under the EU-UK Trade and Co-operation Agreement;
11.1.4. “Protected Data” means Personal Data received from or on behalf of You in connection with the performance of Our obligations under this Agreement; and
11.1.5. “Sub-Processor” means any agent, subcontractor or other third party (excluding its employees) engaged by Us for carrying out any processing activities on behalf of You in respect of the Protected Data.
11.2. The parties agree that You are a Controller and that We are a Processor for the purposes of processing Protected Data pursuant to this Agreement. You shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. You shall ensure all instructions given to Us in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws.
11.3. We shall process Protected Data in compliance with the obligations placed on Us under Data Protection Laws and the terms of this Agreement.
11.4. We do not have knowledge of the Protected Data You store on the Server, including the quantity, value or use of that Protected Data. We shall not be responsible to You or any third party for unauthorised access to your Protected Data or the unauthorised use of the Services unless the unauthorised access or use results from our failure to meet our obligations set out in this clause 11. You shall be responsible for the use of the Services by any employee, agent or subcontractor of yours, any person You authorise to use the Services, any person to whom You have given access to the Services, and any person who gains access to your Protected Data or the Services as a result of your failure to use and maintain reasonable security measures, even if such use was not authorised by You.
11.5. You shall indemnify Us and keep Us indemnified against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by You of your obligations under this clause 11.
11.6. Without prejudice to the generality of clause 11.2, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Us for the duration and purposes of this Agreement.
11.7. Without prejudice to the generality of clause 11.2, We shall:
11.7.1. Only process the Protected Data in accordance with the Schedule and this Agreement (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform You of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
11.7.2 If We believe that any instruction received from the You is likely to infringe the Data Protection Laws We shall promptly inform You and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
11.8. Taking into account the state of technical development and the nature of processing, We shall implement and maintain the technical and organisational measures set out here to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
11.9. We shall:
11.9.1. not permit any processing of Protected Data by any agent, subcontractor or other third party (except Our or Our Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without written authorisation from You;
11.9.2. prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 11;
11.9.3. remain fully liable to You under this Agreement for all the acts and omissions of each Sub-Processor as if they were Our own; and
11.9.4. ensure that all persons authorised by Us or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
11.10. We shall assist You, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
11.11. We shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data to countries outside of the European Economic Area unless prior written consent has been obtained from You.
11.12. We shall, in accordance with Data Protection Laws, make available to You such information that is in Our possession or control as is necessary to demonstrate Our compliance with the obligations placed on Us under this clause 11.
11.13. We shall notify You without undue delay on becoming aware of a Personal Data breach in respect of any Protected Data;
11.14. At the end of the provision of the Services relating to the processing of Protected Data, at Your cost and Your option, We shall either return all of the Protected Data to You or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Us to store such Protected Data. This clause 11 shall survive termination or expiry of this Agreement.
11.15. We may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.
12. Payment
12.1. All charges payable by You for the Services shall be in accordance with the scale of charges and rates published from time to time by Us on our web site, errors and omissions excepted and shall be due and payable in advance of provision of the Services.
12.2. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre payment.
12.3. We reserve the right to pass on to You, by increasing the price for the Services in the following circumstances:
12.3.1. any price increase imposed by Our electricity power supplier due to an increase in wholesale energy market prices;
12.3.2. unless otherwise agreed in a Service Order form, on an annual basis with effect from each anniversary of the Start Date, by written notice to You for a sum which is at least in line with the increase in the Retail Price Index from the last anniversary of the Start Date;
12.3.3. at any time We may on written notice to You increase any fees related to third-party services in line with any increases imposed upon Us by the applicable third-party supplier(s).
12.4. Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given in accordance with 13.6. If You choose to pay by credit or debit card You authorise Us to debit Your account renewal fees from Your card.
12.5. All payments must be in UK Pounds Sterling.
12.6. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, We shall be entitled but not obliged forthwith to suspend the provision of Services to You.
12.7. We reserve the right to send overdue accounts to a debt collection agency. All charges involved in the collection of overdue accounts will be payable by You.
13. Termination And Refunds
13.1. We shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to You If You:
13.1.1. fail to pay any sums due to Us as they fall due.
13.1.2. break any of these terms and conditions.
13.1.3. are a company and You go into liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with You creditors.
13.2. Our employees have every right and expectation to work in an atmosphere free of abuse, intimidation and harassment from our clients. Therefore, abuse towards our staff in the form of verbal or written abuse (including abuse via email, ticket system or LiveChat) or anything else that we deem to be offensive may result in cancellation of your account and/or suspension of the Services with immediate effect and without compensation or refund for lost periods of service.
13.3. No refunds will be made under any circumstances for Services suspended in accordance with 13.1 and 13.2.
13.4. Without prejudice to Our other rights and remedies, We may at Our sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:
13.4.1. Notified or unscheduled upgrade or maintenance of Our IT systems.
13.4.2. Issue by any competent authority of an order which is binding on Us which affects the Services.
13.4.3. We deem at our sole discretion that the network or system resources used by You in relation to the Services warrants suspension to protect the services provided by Us to all or any of Our other customers.
13.5. We reserve the right to suspend the Services and/or terminate this Agreement at any time. In the event of this You will be entitled to a pro rata refund based upon the remaining period of prepayment.
13.6. If the Services are not contracted under a Service Order Form, you may cancel the Services at any time by providing us with written notice 60 days in advance of your server’s renewal date. Cancellation requests need to be submitted via our customer account portal. Please note that this means if the Service is due for renewal within 30 days, you would need to pay for one month’s Service before your cancellation is processed.
13.7. As we build servers to order, no refunds or pro-rata refunds will be made should You decide to cancel the Services.
13.7.1. Domain name registration fees and charges for optional extras added to Your account are not refundable under any circumstances.
13.8. Where payment has been made by credit or debit card, any refund will only be issued to the same credit or debit card.
13.9. On termination of this Agreement or suspension of the Services We shall be entitled immediately to stop access to You Server and to remove all data located on the Server.
13.10. In the event a refund of the Services is issued, we reserve the right to deduct from this amount any fees to cover time spent by our support team working on a customer initiated request related to the Services. For example if our team spent several hours migrating data from an existing server to one the Services relates to at the request of the customer, this time would be charged and deducted appropriately regardless of Support Package opted for with the Services. Support time is currently charged at a rate of £20 per 15 minutes.
14. Indemnity
14.1. You shall indemnify Us and keep Us indemnified and hold Us harmless from and against any breach by You of these terms of business and any claim brought against Us by a third party resulting from the provision of Services by Us to You and Your use of the Services (including use without Your consent) including without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by Us in consequences of You breach or non-observance of any of the terms of this Agreement.
15. Limitation Of Liability
15.1. Nothing in this Agreement limits or excludes Our liability for:
15.1.1. death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors;
15.1.2. fraud or fraudulent misrepresentation; or
15.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
15.1.4. any other liability which cannot be limited or excluded by applicable law.
15.2. Subject to Clause 15.1, We will not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
15.2.1. loss of profits;
15.2.2. loss of sales or business;
15.2.3. loss of agreements or contracts;
15.2.4. loss of anticipated savings;
15.2.5. loss of use or corruption of software, data or information;
15.2.6. loss of or damage to goodwill; or
15.2.7. any indirect or consequential loss.
15.3. Subject to Clause 15.1, Our total liability to You arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to an amount equal to the charges paid by You in respect of the Services which are the subject of any such claim.
15.4. Except as expressly stated in these terms and conditions, We do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these terms and conditions by statute, including without limitation the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, by common law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.
15.5. This Clause 15 will survive termination of the Agreement.
16. Force Majeure
16.1. We shall have no liability to You in respect of anything which, apart from this provision, may constitute a breach of this Agreement arising by reason of force majeure which means, circumstances beyond our reasonable control including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, unauthorised use or access to the IT systems, explosion, flood, epidemic, strikes and other industrial disputes (in each case, whether or not relating to Our workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions.
17. Notices
17.1. Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error-free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.
18. Non-Waiver
18.1. Any forbearance or failure by Us to enforce a contractual provision to which You are subject shall not affect our right to require such performance at any subsequent time, nor shall the waiver or forbearance by Us of any breach of any provisions of the agreement herein be taken to be or held to be a waiver of the provision or provisions itself of themselves.
19. Assignment
19.1. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of Our rights and obligations under this Agreement.
19.2. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights and obligations under this Agreement without our prior written consent.
20. Severance
20.1. Each paragraph of these terms and conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
21. Law
21.1. This Agreement shall be governed by and construed in accordance with English law and You hereby submit to the exclusive jurisdiction of the English courts.
22. Headings
22.1. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
23. Entire Agreement
23.1. These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between Us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between Us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, You confirm that You have not relied on any representation other than those expressly stated in these terms and conditions and You agree that You shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
Version 2.3 (Last updated 06/03/2024)
