Contract related to dedicated servers
GENERAL TERMS AND CONDITIONS OF SERVICES
Version Date 25-April-2009
1. Interpretation
In these General Conditions, and in any Special Conditions applicable to the Contract:
1.1 The following terms shall have the following meanings unless the context otherwise
requires:
Conditions: these General Conditions and the Special Conditions which are applicable to the Contract.
Customer: the person, firm or company who purchases Services from the Supplier.
Hardware: the equipment, cabling and systems provided by the Supplier in connection of the Services.
Keywords: those words notified to the Customer by the Supplier which control the
Customer's access to some of the Services including without limitation a password
and username.
Order: a request made by the Customer to the Supplier for Services to be supplied
under the Conditions.
Server: the computer server equipment operated by the Supplier in connection
with the provision of the Services.
Services: the internet related services described in the Order which are provided
or to be provided by the Supplier under these Conditions (and any applicable Special Conditions).
Software: the computer software provided by the Supplier in connection with the Services.
Supplier: RapidSpeeds Servers Limited, a private company incorporated and registered in England and Wales under No 07238117, whose registered office is at 1st floor, 2 Woodberry Grove, North Finchley, London, N12 0DR.
VAT: value added tax chargeable under English & Scottish law for the time being and any similar additional tax.
1.2 Headings do not affect the interpretation.
1.3 The singular shall include the plural, the masculine shall include the feminine, and
vice versa.
1.4 In the event of any conflict between these General Terms and Conditions, and any
Special Conditions applicable to the Contract, the Special Conditions shall prevail.
2. Application of conditions
2.1 The Conditions shall apply to any Contract between the Supplier and the Customer
for the provision of Services; and shall prevail over any inconsistent terms or
conditions submitted by the Customer or implied by law, trade custom, practice or
course of dealing.
2.2 The Supplier shall be entitled to amend the Conditions at any time by giving notice
to the Customer at least 30 days before the changes take effect, such notice to be
given by email or by notification on the Supplier's website. Upon receipt of such
notice, the Customer shall be entitled to terminate the Contract with effect from
the date of the notice, such termination to be notified to the Supplier no later than
30 days from the date of the notice (time being of the essence). The Customer shall
not be entitled to any refund of the fees and shall remain liable for any fees
previously due. Failure to give such notice of termination shall be deemed
acceptance of the new Conditions. Any renewal of the Services shall be subject to
the Supplier's Conditions current at the date of renewal.
2.3 The Order constitutes an offer by the Customer to purchase the Services specified
in it on the Conditions. A contract for the supply and purchase of those Services on
the Conditions shall be created when the Supplier accepts the Order pursuant to
condition 2.4 (b) or commences/executes work pursuant to the Order.
2.4 The Supplier shall send the following emails to the Customer at the Customer's
email address specified in the Order:
(a) a first email acknowledging receipt of the Order ;
(b) a second email confirming that the payment of the fees has been received
by the Supplier;
(c) a third email containing any Keywords necessary to enable the Customer to
gain access to the Services;
(d) a fourth email containing an invoice for the Services.
For the avoidance of doubt, the second email referred to at condition 2.4(b) shall
constitute acceptance of the Order placed by the Customer.
3. Supplier's obligations
3.1 The Supplier shall perform the Services with reasonable care and skill and in
accordance with best industry practice but shall not be liable for downtime caused
by routine or emergency maintenance by the Supplier or occasioned by third
parties.
3.2 The Supplier reserves the right at any time and from time to time to amend,
improve or correct the Services, Software and/or Hardware (or any part thereof)
provided that such modification does not materially affect the Services, Software
and/or Hardware (and any part thereof). This includes the right to substitute
Hardware with hardware of similar specification, where necessary. The Supplier
shall give reasonable notice of such modification by email.
3.3 The Supplier shall process the Customer's personal data in compliance with the
Data Protection Act 1998 and the Supplier's privacy and Security Policy. The
Customer hereby consents to such processing of such personal data for the purpose
of the provision of the Services.
4. Supplier's liability
4.1 The Supplier shall have no liability to the Customer under the Contract if it is
prevented from, or delayed in, performing its obligations under the Contract or
from carrying on its business by acts, events, omissions or accidents beyond its
reasonable control, including, without limitation, strikes, lock-outs or other
industrial disputes (whether involving the workforce of the Supplier or any other
party), failure of a utility service or transport network, act of God, war, riot, civil
commotion, malicious damage, compliance with any law or governmental order,
rule, regulation or direction, accident, breakdown of plant or machinery, fire,
flood, storm or default of suppliers or sub-contractors ("Force Majeure Event"),
provided that it:
(a) promptly notifies the Customer of the nature and extent of the Force
Majeure Event causing its failure or delay in performance and keeps the
Customer regularly informed by email of the likely duration of the Force
Majeure Event; and
(b) has used all reasonable endeavours to mitigate the effect of the Force
Majeure Event, to carry out its obligations under the Contract in any way
that is reasonably practicable and to resume the performance of its
obligations as soon as reasonably possible.
4.2 The corresponding obligations of the Customer will be suspended to the same
extent as those of the Supplier affected by the Force Majeure Event.
4.3 If the Force Majeure Event prevails for a continuous period of more than 30 days,
any party may terminate the Contract by giving written notice to the other party.
Such termination shall be without prejudice to the rights of the parties in respect
of any breach of the Contract occurring prior to such termination.
4.4 The Supplier shall have no liability to the Customer under the Contract if the
Supplier's performance of its obligations under the Contract is prevented or delayed
by any act, omission, fault or negligence of the Customer or the Customer's agents,
sub-contractors or employees, and in particular due to:
(a) Damage to the Customer's equipment, software or telecommunications
links;
(b) Wrongful use of the Software, including by the Customer or the Customer's
clients, or non-compliance with any operating instructions given by the
Supplier;
(c) Disclosure, unlawful or fraudulent use of the Keywords;
(d) Fault, negligence or omission by a third party not connected to the Supplier;
(e) Issue by a competent authority of an order which is binding on the Supplier
and which affect the Services;
(f) Total or partial loss of the material and/or data uploaded due to an error by
the Customer; or
(g) Incompatibility of the Software with any of the Customer's equipment,
software or telecommunications links.
4.5 The following provisions set out the entire financial liability of the Supplier
(including any liability for the acts or omissions of its employees, agents and subcontractors)
to the Customer in respect of any:
(a) breach of the Contract;
(b) use made by the Customer of the Services; and
(c) representation, statement or tortious act or omission (including negligence)
arising under or in connection with the Contract.
4.6 Subject to Condition 4.7, all warranties, conditions and other terms implied by
statute or common law are, to the fullest extent permitted by law, excluded from
the Contract.
4.7 Nothing in the Conditions excludes the liability of the Supplier for:
(a) death or personal injury caused by the Supplier's negligence; or
(b) fraud or fraudulent misrepresentation.
4.8 Subject to Conditions 4.6 and 4.7:
(a) the Supplier shall not be liable, whether in tort (including for negligence or
breach of statutory duty), contract, misrepresentation or otherwise for loss
of profits; loss of business; depletion of goodwill or similar losses; loss of
anticipated savings; loss of goods; loss of contract; loss of use; loss or
corruption of data or information; or any special, indirect, consequential or
pure economic loss, costs, damages, charges or expenses; and
(b) the Supplier's total liability in contract, tort (including negligence or breach
of statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of the
Contract shall be limited to the price paid for that part of the Services to
which the liability relates.
4.9 The Customer acknowledges that there is a risk that any material or data
generated, stored, transmitted or used via or in connection with the Services may
be irretrievably damaged or lost if there is a failure or on suspension or termination
of the Services and that the Supplier shall be under no obligation to back-up all
such material or data. The Customer shall take any precautionary measures for
preserving such material or data in the event of loss, or damage, however caused.
(The Supplier recommends customers to back up their material at least once a
month).
5. Customer's obligations
5.1 The Customer warrants that:
(a) it has the power and authority legal to enter into and perform its obligations
under the Contract.
(b) it has received all relevant information and advice from the Supplier before
placing the Order and that it has satisfied itself that the Services shall be
suitable for its particular needs.
(c) its use of the Services will not infringe any third party intellectual property
or other rights.
5.2 The Customer shall:
(a) not knowingly use the Services, Software, and/or Hardware or allow them to
be used for any unlawful purpose or to send SPAM or for the publication,
linking to, issue or display of any unlawful material (which shall include
without limit any pirated software or any material which is obscene,
pornographic, threatening, malicious, harmful, abusive, defamatory or
which breaches the rights (including without limit intellectual property
rights) of any third party or which is or encourages criminal acts or contains
any virus, worm, trojan horse or other harmful code) whether under English
law or regulation, the laws or regulations of the Customer's country or any
other place where the results of such purpose or such material can be
accessed;
(b) not knowingly use the Services, Software and/or Hardware or allow them to
be used for the publication, linking to, issue or display of any material which
in the absolute discretion of the Supplier may harm the Supplier or any of its
clients or bring the Supplier into disrepute or may call into question any
action taken by the Supplier on the Customer's behalf;
(c) not provide any technical or other information obtained from the Supplier
and/or relating to the Services, this Agreement or the Contract to any
person, company, firm or government which the Customer knows or ought
reasonably to be aware may directly or indirectly lead to a breach of any
English law or regulation;
(d) not knowingly use the Services, Software and/or Hardware or allow them to
be used in breach of the Supplier's Acceptable Use Policy, which can be
found at www.rapidspeeds.com, and shall bring it to the attention of the
Customer's authorised users;
(e) provide the Supplier with accurate contact details, bank details and email
address, and shall promptly notify the Supplier of any changes by email;
(f) comply with the Supplier's reasonable instructions and requests concerning
the Services;
(g) immediately notify the Supplier by email if it becomes aware of any
unauthorised use of all or any of the Services, Software and/or Hardware;
(h) ensure that all Keywords are at all times kept confidential, used properly
and not disclosed to unauthorised people and if the Customer has any reason
to believe that any Keyword has become known to someone not authorised
to use it or if any Keyword is being or is likely to be used in an unauthorised
way or the Customer is aware of any other breach of security then the Client
shall inform the Supplier immediately. For the avoidance of doubt, the
Customer shall be solely responsible for any unauthorised and/or fraudulent
use of the Keywords whether such unauthorised and/or fraudulent use is due
to its agents', sub-contractors' or employees' fault, omission or negligence.
Any change of Keywords, at the Customer's request, will be charged to the
Customer on a time-and-material basis.
(i) inform the Supplier promptly in the event of any actual or suspected
security breaches in connection with the Services;
(j) provide in a timely manner such information as the Supplier may request,
and ensure that such information is accurate in all material respects;
(k) ensure that it has all necessary consents, permissions and licences to make
use of the Services including without limit registration under the Data
Protection Act 1998;
(l) use the Services in a manner consistent with any and all applicable laws and
regulations including but not limited to the Data Protection Act 1998;
(m) maintain appropriate insurance cover in respect of its liability arising out of
or connected with this Contract with a reputable insurance company.
5.3 The Customer shall indemnify the Supplier against all liabilities, costs, expenses,
damages and losses (including any direct, indirect or consequential losses, loss of
profit, loss of reputation and all interest, penalties and legal and other reasonable
professional costs and expenses) suffered or incurred by the Supplier arising out of
or in connection with any act of negligence, default, or wilful misconduct by the
Customer, failure by the Customer to comply with its obligations under this
Contract or any use made by the Customer of the Services.
6. Technical support
6.1 The Supplier shall provide limited technical support to the Customer unless a managed server is chosen:
(a) via its website at www.rapidspeeds.com;
(b) by telephone on +44(0)7980955360 & +44(0)7504987806 - Monday to Friday from 9am to 6pm,
(c) by email at services@rapidspeeds.com: and/or
(d) by the forum.
(e) by msn.
(f) by a ticket from client section
(g) Live Chat (except c05g)
(h) via IRC (irc.anirc.net #rapidspeeds)
6.2 Depending on the option selected by the Customer, the Supplier's technical support
shall be as follows:
(a) Level 1 – Assistance: RapidSpeeds agrees to inform the Customer of the progress of its order. RapidSpeeds undertakes to check that the various operating features of
the Service are operating smoothly. RapidSpeeds undertakes to remedy any
malfunctions which are its sole responsibility.
(b) Level 2 – Advice: RapidSpeeds will put resource material relevant to the Services at
the Customer's disposal. Subject to availability, RapidSpeeds undertakes to provide
the Customer with the resource material that is most relevant to the
Customer's needs. RapidSpeeds will endeavour to update its documentary resources
regularly.
(c) Level 3 – Management: RapidSpeeds offers the use of tailor-made resource material
upon request from the Customer. A quotation for this will be provided to
the Customer for approval. RapidSpeeds reserves the right to refuse a request for
services for legitimate or justified reasons.
6.3 The Supplier shall not, in any event, be obliged to provide support:
(a) in respect of faults or problems directly or indirectly arising from
(i) incorrect use of the Services;
(ii) products or services not supplied by the Supplier;
(iii) any cause external to the Services;
(b) where the Customer is using anything other than the most recent version of
the Software;
(c) where the Customer or any third party not authorised by the Supplier has
modified the Software or attempted to resolve the problem;
(d) if any fees due to the Supplier are unpaid.
7. Fees and payment
7.1 The fees for the Services shall be set out in accordance with the Supplier's price
list as amended from time to time, such price list being available online at
www.rapidspeeds.com. The total fees for the services shall be confirmed by the Supplier and shall be payable in Pounds Sterling.
7.2 The Supplier shall be entitled to vary its price list at any time by giving notice to
the Customer at least 30 days before the new price list is to come into effect, such
notice to be given by email or by notification on the Supplier's website. Upon
receipt of such notice, the Customer shall be entitled to terminate the Contract
with effect from the date of the notice, such termination to be notified to the
Supplier no later than 30 days from the date of the notice (time being of the
essence). Failure to give such notice of termination shall be deemed acceptance of
the Supplier's new price list.
7.3 The Customer shall pay the fees upon placing the Order, and at the interval(s)
specified therein and upon renewal of the Services by credit or debit card, by bank
transfer, or by cheque addressed to 1st Floor, 21 Dartmouth Street, London SW1H
9BP. All fees shall be non-refundable unless otherwise stated.
7.4 The Supplier shall provide the Services upon receipt of the fees in full and clear
funds by the Customer. The Supplier shall acknowledge receipt of the payment and
inform the Customer of the commencement date of the Services. Such
commencement date shall be an estimate only and the Supplier shall not be liable
to the Customer for any delay.
7.5 Without prejudice to any other right or remedy that the Supplier may have, if the
Customer fails to pay the Supplier on the due date the Supplier may:
(a) charge interest on such sum from the due date for payment at the statutory
rate for the time being applicable under the Late Payment of Commercial
Debts (Interest) Act 1998, accruing on a daily basis and being compounded
quarterly until payment is made, whether before or after any judgment;
(b) suspend all Services until payment has been made in full;
(c) declare that all sums due by the Customer under any contract with the
Supplier are immediately payable; and
(d) refuse to enter into any further contract with the Customer for the provision
of any services by the Supplier.
7.6 Time for payment shall be of the essence of the Contract.
7.7 All payments payable to the Supplier under the Contract shall become due
immediately on termination of the Contract, despite any other provision. This
condition is without prejudice to any right to claim for interest under the law, or
any such right under the Contract.
7.8 The Supplier may, without prejudice to any other rights it may have, set off any
liability of the Customer to the Supplier against any liability of the Supplier to the
Customer.
7.9 The Customer may not dispute any fees and/or Services unless s/he notifies such
dispute to the Supplier by email at sales@rapidspeeds.com within 30 days from
the Order.
7.10 The Customer shall provide such information and documentation as the Supplier
may require in order to verify the Customer's contact details for security purposes.
8. Limitation of services
8.1 The Supplier acknowledges that given the nature of the Internet and the fluctuation
of the bandwidth, the Services provided by the Supplier may be subject to
variation.
8.2 The Supplier shall be entitled to restrict or suspend the Services if:
(a) the Customer uses the Services for an activity which contravenes the
principles contained in the Acceptable Use Policy;
(b) the Customer commits any serious or persistent breach of any of its
obligations under Condition 5;
(c) an order which is binding on the Supplier is issued by a competent authority;
(d) the Supplier wishes to carry out routine or emergency maintenance, repair
or upgrade to the Services; or
(e) this is permitted under any Special Conditions applicable to the Services.
9. Intellectual property rights
9.1 The Customer acknowledges that the Supplier shall retain ownership of all
intellectual property rights relating to the development or supply of the Services
including all methodologies, know-how and processes used and in any information,
software or other data created by the Supplier as part of the Services (the
"Materials").
9.2 The Supplier shall grant a non-exclusive revocable licence to use, store and view on
the Customer's own internal computer network the Materials made available to the
Customer as part of the Services.
10. Right to cancel – Consumer Protection (Distance Selling) Regulations 2000 (the
"Regulations")
10.1 This Condition 10 shall apply if the Customer is a "consumer" as defined in the
Regulations. The Customer shall be entitled to cancel the Contract by giving
written notice to the Supplier by post at 1st Floor, 21 Dartmouth Street, London
SW1H 9BP to arrive within 7 working days from whichever is the later of (i) the date
the Contract is formed and (ii) the date that the Customer receives confirmation
from the Supplier that the Contract is formed. A working day is any day other than
weekends and bank or other public holidays.
10.2 The Customer hereby consents to the Supplier commencing provision of the
Services, and Condition 10.1 shall cease to apply once the Supplier has commenced
such provision.
11. Term and Termination
11.1 The Contract shall commence on the date notified by the Supplier in accordance
with Condition 7.4 above and shall terminate automatically on the expiry date
specified in the Order (the "Expiry Date"). The Supplier shall notify the Customer
of the Expiry Date by sending at least 3 reminders by email to last email address
notified and updated by the Customer from time to time.
11.2 Unless:
(a) the Supplier is entitled to terminate the Contract under Condition 11.4 or
11.5; or
(b) the Supplier gives the Customer not less than 30 days notice by email that
no right of renewal will apply if the Contract expires on the Expiry Date; or
(c) the Special Conditions provide otherwise;
the Supplier shall give notice to the Customer (a "Renewal Notice") by email
offering the Customer the opportunity to renew the Contract for a further period as
specified in the Renewal Notice, subject to the Supplier's Conditions current at the
date of renewal, upon payment of the renewal fee specified by the Supplier in the
Renewal Notice. If the Supplier receives such payment in full and in clear funds no
later than the Expiry Date, the Contract shall be renewed for the further period
specified in the Renewal Notice. If the Customer fails to pay the renewal fee on or
before the Expiry Date (time being of the essence), the Contract shall expire
automatically on the Expiry Date.
11.3 The Customer shall be entitled to terminate the Contract at its convenience at any
time by giving notice to the Supplier, such notice to be given pursuant to condition
18. For the avoidance of doubt, the Customer shall not be entitled to the
reimbursement of the fees (or part thereof) by the Supplier in such circumstances.
11.4 The Supplier shall be entitled to terminate the Contract at any time and without
incurring any liability if:
(a) the provision of the Services to the Client affects or may affect the safety or
stability of the Supplier's equipment or software. The Supplier shall use
reasonable endeavours to notify by email the Customer in advance of such
termination; or
(b) there is a change of control in the Customer.
11.5 Without prejudice to any other rights or remedies to which the parties may be
entitled, either party may terminate the Contract without liability to the other if:
(a) the other party commits a material breach of the Contract and (if such a
breach is remediable) fails to remedy that breach within 7 days of that party
being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other
party, or circumstances arise which entitle a court of competent jurisdiction
to make a winding-up order of the other party; or
(c) an order is made for the appointment of an administrator to manage the
affairs, business and property of the other party, or documents are filed
with a court of competent jurisdiction for the appointment of an
administrator of the other party, or notice of intention to appoint an
administrator is given by the other party or its directors or by a qualifying
floating charge holder (as defined in paragraph 14 of Schedule B1 to the
Insolvency Act 1986); or
(d) a receiver is appointed of any of the other party's assets or undertaking, or
if circumstances arise which entitle a court of competent jurisdiction or a
creditor to appoint a receiver or manager of the other party, or if any other
person takes possession of or sells the other party's assets; or
(e) the other party makes any arrangement or composition with its creditors, or
makes an application to a court of competent jurisdiction for the protection
of its creditors in any way, or becomes bankrupt; or
(f) the other party ceases, or threatens to cease, to trade; or
(g) the other party takes or suffers any similar or analogous action in any
jurisdiction in consequence of debt.
11.6 Termination of the Contract, however arising, shall not affect or prejudice the
accrued rights of the parties as at termination or the continuation of any provision
expressly stated to survive, or implicitly surviving, termination.
12. Waiver
12.1 A waiver of any right under the Contract is only effective if it is in writing and it
applies only to the party to whom the waiver is addressed and the circumstances
for which it is given.
12.2 Unless specifically provided otherwise, rights arising under the Contract are
cumulative and do not exclude rights provided by law.
13. Severance
13.1 If any provision of the Contract is found by any court or administrative body of
competent jurisdiction to be invalid, unenforceable or illegal, the other provisions
shall remain in force.
13.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or
legal if some part of it were deleted, the provision shall apply with whatever
modification is necessary to give effect to the commercial intention of the parties.
14. Status of pre-contractual statements
Each of the parties acknowledges and agrees that in entering into the Contract it does not
rely on any undertaking, promise, assurance, statement, representation, warranty or
understanding (whether in writing or not) of any person (whether party to this agreement
or not) relating to the subject matter of this agreement other than as expressly set out in
the Contract.
15. Assignment
15.1 The Customer shall not, without the prior written consent of the Supplier, assign,
transfer, charge, sub-contract or deal in any other manner with all or any of its
rights or obligations under the Contract.
15.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any
other manner with all or any of its rights or obligations under the Contract.
16. No partnership or agency
Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
17. Third party rights
The Contract is made for the benefit of the parties to it and (where applicable) their
successors and permitted assigns, and is not intended to benefit, or be enforceable by,
anyone else.
18. Notices
Unless otherwise stated, any notice under the Contract shall be in writing and shall be
delivered by recorded delivery post or by commercial courier (requiring signature on
delivery) to the other party at its address as set out in the Contract, or such other address as may have been notified by that party for such purposes. A correctly addressed notice sent by recorded delivery post shall be deemed to have been received on the second Business Day after posting (a "Business Day" means a day other than a Saturday, Sunday or public holiday in England). A correctly addressed notice sent by commercial courier shall be deemed to have been received on the date and at the time of signature of the courier's delivery receipt.
19. Dispute Resolution
If any dispute arises in connection with the Services, the parties shall attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for
Effective Dispute Resolution (CEDR). Unless otherwise agreed between the parties, the
mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing ("ADR notice") to the other party to the dispute requesting mediation. A copy of the request should be sent to CEDR.
20. Governing law and jurisdiction
20.1 The Contract and any disputes or claims arising out of or in connection with its
subject matter are governed by and construed in accordance with the laws of
England.
20.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction
to settle any dispute or claim that arises out of or in connection with the Contract.
-
RapidSpeeds is a OVH Reseller - Tel: +44(0)7980955360 / +44(0)7504987806 - www.rapidspeeds.com - services@rapidspeeds.com
RapidSpeeds Servers Ltd
Business Registration number: 7238117
Registered Office: 1st Floor, 2 Woodberry Grove, London, N12 0DR.
--
SPECIAL CONDITIONS FOR WEBSITE HOSTING SERVICES ON A DEDICATED SERVER
Version Date 25-April-2009
The Supplier provides different categories of Dedicated Server. The hardware and
software configurations, and the different tariffs applicable, are specified on the
Supplier's website at www.rapidspeeds.com.
1. Interpretation
In these Special Conditions, the terms defined in the General Conditions shall have the
same meanings and the following terms shall have the following meanings unless the
context otherwise requires:
Content: the text, information, image, audio or video material and other data placed on
the Dedicated Server by or on behalf of the Customer, including data which the Customer permits third parties to place on the Dedicated Server.
Dedicated Hosting Services: the hosting of the Website on a Dedicated Server for the
Customer's exclusive use.
Dedicated Server: the Supplier's server at rapidspeeds.com on which the Website shall be hosted for the purpose of the Dedicated Hosting Services, and which shall have a fixed IP address assigned to it.
Website: the Customer's website(s) to be hosted on the Dedicated Server (including all
data on such website(s) which is necessary for the publication and exchange of information via the Internet).
2. Application of Conditions
These Conditions (together with the General Conditions shall apply to any Contract
between the Supplier and the Customer for the provision of Dedicated Hosting Services) and shall prevail over any inconsistent terms or conditions submitted by the Customer or implied by law, trade custom, practice or course of dealing. In the event of conflict between these Conditions and the General Conditions, these Conditions shall prevail.
3. Dedicated Server
3.1 The Dedicated Server shall remain the property of the Supplier at all times. The
Customer shall not be entitled to sell, transfer, lease, charge, assign by way of
security or otherwise deal in or encumber the Dedicated Server.
3.2 If the Customer wishes to use more than 2 dedicated servers in any month, the
Contract shall be for a minimum of 12 months, and Condition 11.2 of the General
Conditions shall not apply during such period.
3.3 In order to maintain adequate security levels of the Dedicated Server and of all the
servers hosted by the Supplier, the Supplier shall inform the Customer by email of
the availability of Software upgrades for which a high level security failure has
been noticed. The Supplier shall be entitled to disconnect the Dedicated Server if
such upgrades are not carried out by the Customer following the Supplier's
notification.
4. Supplier's obligations
4.1 The Supplier shall provide the Dedicated Hosting Services with reasonable care and
skill and in accordance with best industry practice.
4.2 The Supplier shall provide the Hardware and Software necessary for the provision of the Dedicated Hosting Services.
4.3 The Supplier warrants that the Hardware, Software and the Dedicated Server shall
perform in accordance with the specifications set out in the Order.
4.4 The Supplier shall use its reasonable endeavours to ensure that:
(a) the Hardware and Software is maintained in good working order and in accordance with best industry practice;
(b) any defect, error or malfunction of the Hardware or Software is remedied as soon as is reasonably practicable, and the Client is informed immediately if such repair or replacement requires the Dedicated Hosting Services to be suspended;
(c) any disruption to the Dedicated Hosting Services which does not result from any breach by the Customer shall be rectified as soon as is reasonably practicable following a request from the Customer;
(d) subject to Conditions 4.5 and 5, the Customer shall have access to the Dedicated Server via the Internet 24 hours a day, 365 days a year on the basis of the level of activity on the Website specified in the Order. If the level of activity on the Website exceeds that specified in the Order, the parties shall meet and agree an increased bandwidth usage and the corresponding additional fees.
4.5 The Supplier shall inform the Client by email as soon as reasonably practicable if
any maintenance, repair or upgrade requires the Dedicated Hosting Services to be
suspended and shall inform the Customer of the likely duration of such suspension.
5. Supplier's liability
5.1 The Customer acknowledges that the Supplier shall not be responsible for any
failure or malfunction of the Dedicated Server.
5.2 The Supplier shall have no liability to the Customer under the Contract in the event
of:
(a) any act, omission, fault or negligence of a third party not connected to the
Supplier, and in particular any unauthorised access to the Website or the
Content;
(b) any act of piracy, viruses, worms, trojan horses or other harmful codes that
affect or may affect the Dedicated Server, the Website and/or the provision of the Dedicated Hosting Services;
(c) any actual or suspected security breaches in connection with the Dedicated Hosting Services;
(d) any loss following the uploading of the Website to another server or IT system;
(e) any modification (or attempted modification) of the Software by the
Customer or a third party not authorised by the Supplier;
(f) any loss caused by the operation or non-operation, use or non-use of the
Website or the Content;
(g) downtime caused by routine or emergency maintenance, repair or upgrade to the Dedicated Hosting Services provided that, if such maintenance, repair or upgrade requires the Dedicated Hosting Services to be restricted or suspended, the Supplier shall use reasonable endeavours to notify the Customer by email as soon as reasonably practicable in advance of the likely duration of such restriction or suspension and shall endeavour to resume the Dedicated Hosting Services as soon as reasonably practicable;
(h) any interruption, partial or total failure of the Dedicated Hosting Services due to any variation of the bandwidth or any failure of the Supplier's ISP/Access Provider.
5.3 If the Supplier detects that the security or integrity of the Website has been
compromised, the Supplier shall inform the Customer by email that the Content
must be re-installed, and the Supplier shall be entitled to protect the integrity of
the Dedicated Server by disconnecting it from the Internet until the Website has
been reinstated. The Customer shall be responsible for reinstalling the Content.
The Supplier's sole responsibility shall be to reconnect the Website to the Internet
once it has been reinstated.
5.4 For security reasons, the operation of Internet Relay Chat services from the
Website (including without limitation bots, proxy, bouncer, etc.) requires the prior
approval of the Supplier, which may be refused in the Supplier's absolute
discretion.
5.5 The Supplier cannot guarantee that the Dedicated Hosting Services will be
maintained in the event the Customer's usage of the bandwidth exceeds 101Mbps,
although the Supplier shall use its reasonable endeavours to do so. This does not
apply when the Customer has opted for the "VIP Service", but in that event the
Customer shall on demand provide evidence of compliance with the warranties
contained in Conditions 5.1 (c) and 5.2 (a) of the General Conditions.
6. Customer's obligations
6.1 The Customer shall be solely responsible for:
(a) managing the Dedicated Server, and for any loss or damage to the Dedicated
Server, and shall put in place appropriate insurance cover to cover the risk of any such loss or damage. The Customer may not claim any reimbursement, replacement, or compensation from the Supplier in any circumstances;
(b) any loss or damage to the Website, and shall put in place appropriate
insurance cover to cover the risk of any such loss or damage. The Customer
may not claim any reimbursement, replacement, or compensation from the
Supplier in any circumstances;
(c) uploading the Content onto the Server and checking that it functions
satisfactorily. The Supplier shall not be responsible for any failure of the
Customer to upload the Content correctly, and shall not be responsible for
providing support in relation to the control and operation of the Content;
(d) the Content, for the conception or development of the Website, and for the
Customer's equipment, systems or software necessary for the management
of the Website. The Supplier shall have no obligation to validate or vet the
Content for usability, legality, content or correctness and shall not, in any
event, be liable towards the Customer or any third party for any loss arising
from or in connection with the Content;
(e) complying with all applicable laws and regulations concerning the Content,
including (without limitation) for ensuring that the Website contains all
information concerning the Customer, its products and the conduct of its
business which are required;
(f) ensuring that the Content, any material linked to the Website and any
activity conducted via the Website do not breach the rights of any third
parties including without limitation any intellectual property rights.
(g) making regular back ups of the Content on any website from time to time.
6.2 The Customer shall use its best endeavours to ensure that all Content on the
Website does not contain any viruses and/or other harmful code.
7. Term and Termination
7.1 Notwithstanding Condition 11.1 of the General Conditions, the Supplier shall send
the Customer at least 6 reminders on the following dates:
(a) 1st reminder 6 days before Expiry Date;
(b) 2nd reminder 5 days before Expiry Date;
(c) 3rd reminder 4 days before Expiry Date;
(d) 4th reminder 3 days before Expiry Date;
(e) 5th reminder 2 days before Expiry Date.
(f) 6th reminder 1 day before Expiry Date.
7.2 The Supplier shall be entitled to terminate the Dedicated Hosting Services for its
own convenience at any time and without incurring any liability by giving 30 days'
written notice to the Customer.
7.3 The Supplier shall be entitled to suspend the Dedicated Hosting Services without
incurring any liability if the Customer commits a breach of Condition 6 of these
Conditions and, for the purpose of Condition 11.5(a) of the General Conditions, any
breach of Condition 6 of these Conditions shall be deemed to be a material breach
of the Contract.
7.4 The Supplier shall be entitled to disconnect the Dedicated Server and/or to erase
the Content and any material uploaded on the Dedicated Server 2 days after the
Expiry Date or forthwith upon the termination of the Contract for any other reason
whatsoever without incurring any liability towards the Customer.
-
RapidSpeeds is a OVH Reseller - Tel: +44(0)7980955360 / +44(0)7504987806 - www.rapidspeeds.com - sales@rapidspeeds.com.
RapidSpeeds Servers Ltd
Official Business Registration number: 07238117
Registered Office: 1st Floor, 2 Woodberry Grove, London, N12 0DR.