Hosting Terms & Conditions

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

Payment against any hosting invoice is explicit acceptance of our terms of service.

You should print a copy of these Web Hosting Terms for future reference. We will not file a copy specifically in relation to you. Up to date terms and conditions are viewable on our website at

http://www.websiteangels.com/web-hosting-terms.html

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

If you have any questions or complaints about these Web Hosting Terms or our Services, please contact us by writing to us by email in the first instance to This email address is being protected from spambots. You need JavaScript enabled to view it.

 

AGREEMENT:

1. Definitions and interpretation

1.1 In the Agreement:

Affiliate” means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual;

Agreement” means the agreement between the Host and the Customer incorporating these Web Hosting Terms and the Registration Form, and any amendments to it from time to time;

Business Day” means any week day, other than a bank or public holiday in England;

Business Hours” means between 10:00 and 18:00 on a Business Day;

Charges” means the amounts payable by the Customer to the Host under or in relation to the Agreement (as set out on the Registration Form);

Confidential Information” means the Customer Confidential Information and the Host Confidential Information;

Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);

Customer” means the customer for Services under the Agreement specified in the Registration Form;

Customer Confidential Information” means:

(a) any information disclosed by the Customer to the Host during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked as “confidential”, or (ii) should have been reasonably understood by the Host to be confidential; and

Effective Date” means the date when the Agreement comes into force in accordance with Clause [2.3];

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including [failures of or problems with the internet or a part of the internet, hacker attacks, 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, explosions, fires, floods, riots, terrorist attacks and wars]);

Host” means Website Angels (Angels Digital Ltd), a company incorporated inEngland and Wales (registration number 07170127) having its registered office at2nd Floor, 145-157 St John Street, London, EC1V 4PY;

Host Confidential Information” means:

(a) any information disclosed by the Host to the Customer during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked as “confidential”, or (ii) should have been reasonably understood by the Customer to be confidential; and

(b)
Implementation Date” means the date specified as such on the Registration Form;

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, util

6.2 The Customer will pay the Charges to the Host within 7 days of the date of issue of an invoice issued in accordance with Clause [6.1] [and in any event in advance of the period of Services to which the Charges relate].

6.3 All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.

6.4 Quarterly Charges must be paid by debit or credit card by taking out a separate Worldpay Futurepay agreement at time of signup. Bank transfer or cheques are only accepted when a customer wishes to pay for services annually in advance.

6.5 If the Customer does not pay any amount properly due to the Host under or in connection with the Agreement, the Host may:

(a) charge the Customer interest on the overdue amount at the rate of 8% per year above the base rate of Lloyds Bank Plc from time to time (which interest will accrue daily and be compounded quarterly); or

(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

 

7. Warranties

7.1 The Customer warrants to the Host that it has the legal right and authority to enter into and perform its obligations under the Agreement.

7.2 The Host warrants to the Customer:

(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement; and

(b) that it will perform its obligations under the Agreement with reasonable care and skill.

7.3 Without prejudice to the Host's obligations under Clause [7.2], the Customer acknowledges and agrees that the Services may be interrupted as a result of a hardware failure, hacking attempts or Force Majeure Event and that the Host will not be in breach of the Agreement by virtue of such interruption.

7.4 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law and subject to Clause [8.1], no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

 

8. Limitations and exclusions of liability

8.1 Nothing in the Agreement will:

(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;

(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

(c) limit any liability of a party in any way that is not permitted under applicable law; or

(d) exclude any liability of a party that may not be excluded under applicable law.

8.2 The limitations and exclusions of liability set out in this Clause [9] [and elsewhere in the Agreement]:

(a) are subject to Clause [9.1]; and

(b) govern all liabilities arising under the Agreement [or any collateral contract] or in relation to the subject matter of the Agreement [or any collateral contract], including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

8.3 The Host will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.

8.4 The Host will not be liable for any loss of business, contracts or commercial opportunities.

8.5 The Host will not be liable for any loss of or damage to goodwill or reputation.

8.6 The Host will not be liable in respect of any loss or corruption of any data, database or software.

8.7 The Host will not be liable in respect of any special, indirect or consequential loss or damage.

8.8 The Host will not be liable for any losses arising out of a Force Majeure Event.

8.9 The Host's liability in relation to any event or series of related events will not exceed the greater of:

(a) £35; and

(b) the total amount paid and payable by the Customer to the Host under the Agreement during the 1 month period immediately preceding the event or events giving rise to the claim.

8.10 The Host's aggregate liability under the Agreement [and any collateral contracts] will not exceed the greater of:

(a) £35; and

(b) the total amount paid and payable by the Customer to the Host under the Agreement.

 

9. Data protection

9.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Host under the Agreement, and that the processing of that Personal Data by the Host for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the Data Protection Act 1998).

10. Confidentiality

10.1 The Host will:

(a) protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

10.2 The Customer will:
(a) keep confidential and not disclose the Host Confidential Information to any person save as expressly permitted by this Clause [11]; and

(b) protect the Host Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

10.3 The obligations set out in this Clause [10] shall not apply to:

(a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);

(b) Customer Confidential Information that is in possession of the Host prior to disclosure by the Customer, and Host Confidential Information that is in possession of the Customer prior to disclosure by the Host; or

(c) Customer Confidential Information that is received by the Host, and Host Confidential Information that is received by the Customer, from an independent third party who has a right to disclose the relevant Confidential Information.

10.4 Nothing in the Agreement shall restrict a party from making any disclosure of Confidential Information that is:

(a) required by law (whether under the Regulation of Investigatory Powers Act 2000 or otherwise); or

(b) required by a governmental authority, stock exchange or regulatory body.

 

11. Termination

11.1 The Company may terminate this Agreement at any time by giving 24 hours written notice to the Customer if the Customer:

(a) commits any material breach of any term of this Agreement, and:

(i) the breach is not remediable; or

(ii) the breach is remediable, but the Customer fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so - at this point the full agreement value may be deemed due by the company.

(b) fails to pay any amount due under this Agreement in full and on time; at this point the full agreement value may be deemed due by the company.
(c) Demonstrates abusive behavior to our staff including making personal visits / phone calls.

11.2 Either party may terminate this Agreement immediately by giving written notice 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 insolvent or is declared insolvent; or

(iv) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(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 this Agreement); or

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

Written proof and certified copies of documents will be required for cancellation prior to the due date under the above terms. Certification by professionals such as doctors, lawyers or teachers is acceptable.

11B Cancellation of Hosting

11.3 The Customer may terminate the hosting Agreement once the initial 36 month period has elapsed by giving 30 days written notice to the Company. The agreement will automatically renew unless 30 days notice is given by exactly 3 years after signing this agreement and every additional 3 years thereafter.
11.4 Website and hosting products that offer a redesign after 3 years do not offer any refund of charges at any time.

12. Effects of termination

12.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 5.5, 5.7, 6.5, 8, 9, 10, 12 and 13.3 to 13.11].

12.2 Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.

12.3 If the Agreement is terminated under Clause [11.1], or by the Customer under Clause [11.3] (but not in any other case):

(a) the Host agrees to provide to the Customer an electronic copy of the Website at a cost of £99;

12.4 The Customer will not be entitled to any refund of Charges on termination, and will not be released from any obligation to pay Charges to the Host.

12.5 Subject to Clause [12.3(a)], the Host may following termination of the Agreement delete from its computer systems any or all Customer data.

12.6 Notwithstanding Clause [12.5], the Customer acknowledges that the Host may retain Customer data in its systems after the date of termination, whether for technical reasons, legal reasons or otherwise.

13. General

13.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be sent by recorded signed-for post, or via the company website ticketing system, for the attention of the relevant person, and to the relevant address, given below in the case of the Host or specified on the Registration Form in the case of the Customer (or as notified by one party to the other in accordance with this Clause).

The Host:
www.WebsiteAngels.com - This email address is being protected from spambots. You need JavaScript enabled to view it.

13.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

(a) where the notice is sent by recorded signed-for post, it appears on the Royal Mail website as delivered; and

(c) where the notice is sent by ticket via the company website and a ticket number has been issued by the system.

13.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

13.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

13.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

13.6 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties. Or any electronic agreements made via the company website ticketing system and / or related emails.

13.7 The Customer hereby agrees that the Host may freely assign any or all of its rights and obligations under the Agreement to any third party. Save as expressly provided in the Agreement, the Customer may not without the prior written consent of the Host assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any of its rights or obligations under the Agreement.

13.8 The Host may subcontract any of its obligations under the Agreement to any third party.

13.9 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.

13.10 Subject to Clause [9.1], the Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement.

13.11 The Agreement will be governed by and construed in accordance with the laws of [England and Wales]; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.