Menu
Please review these policies and agreements before making any purchases through the Hosting & Web Solutions website. If you do not agree or are not clear with any statement within these documents please do not make any purchases via this website.
By accepting these agreements and policies you also accept that Hosting & Web Solutions may modify the below documents from time to time by placing a notice of such modification at the top of each policy or agreement, and your continued use of the Service following notice of such modification shall be deemed to be your acceptance of any such modification. It is your responsibility to check the policies or agreement regularly to determine whether the Agreement or policies have been modified. If you do not agree to any modification of these policies or agreement's, you must immediately stop using the Service.
The Agreement manuals listed below should be used in conjunction with any agreements between Hosting & Web Solutions and its clients.
If you are not clear with any of this statement and would like more information, please contact us for clarification. You can view the agreements by clicking on one of the links listed below:
The Hosting & Web Solutions Acceptable Use Policy (AUP) is provided to give our customers and users a clear understanding of what Hosting & Web Solutions expects of them while using the service. All users of Hosting & Web Solutions Internet services: those who access some of our services but do not have accounts, as well as those who pay a service fee to subscribe to the services, must comply with this AUP and our TOS (Terms of Service).
This document is intended to provide a basic understand of Hosting & Web Solutions Acceptable Use Policy. The following are guidelines for the establishment and enforcement of Hosting & Web Solutions AUP:
Hosting & Web Solutions intends to provide its customers access to everything the Internet has to offer. While the Hosting & Web Solutions is firmly committed to the principles of free speech, certain activities that may be damaging to the resources of both Hosting & Web Solutions and the Internet and cannot be permitted under the guise of free speech. The resources of Hosting & Web Solutions and the Internet are limited, and abuse of these resources by one user has a negative impact on the entire community.
We do not routinely monitor the activity of accounts except for measurements of system utilisation and the preparation of billing records. However, in our efforts to promote good citizenship within the Internet community, we will respond appropriately if we become aware of inappropriate use of our service.
You may not use your virtual site to publish material, which Hosting & Web Solutions determines, at its sole discretion, to be unlawful, indecent or objectionable. For purposes of this policy, "material" refers to all forms of communications including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings.
If a Hosting & Web Solutions account is used to violate the Acceptable Use Policy or our TOS, we reserve the right to terminate your service without notice. We prefer to advise customers of inappropriate behaviour and any necessary corrective action, however, flagrant violations of the Acceptable Use Policy will result in immediate termination of service. Our failure to enforce this policy, for whatever reason, shall not be construed as a waiver of our right to do so at any time.
All pornographic content and sex-related merchandising is prohibited on all Hosting & Web Solutions servers. This includes sites that may infer sexual content or links to adult content elsewhere. Hosting & Web Solutions will be the sole arbiter in determining violations of this provision.
Also prohibited are sites that promote any illegal activity or present content that may be damaging to Hosting & Web Solutions servers or any other server on the Internet. Links to such materials are also prohibited.
Examples of unacceptable content or links:
Hosting & Web Solutions will be the sole arbiter as to what constitutes a violation of this provision.
Spamming, or the sending of unsolicited email, from a Hosting & Web Solutions server or using an email address or domain that is maintained on an Hosting & Web Solutions server as reference is STRICTLY prohibited. Hosting & Web Solutions will be the sole arbiter as to what constitutes a violation of this provision. Sites that promote, sell, or otherwise provide access to spamware products or products that are solely for the purpose of extraction or sale of email addresses or which are used to send bulk email are not permitted on any Hosting & Web Solutions server.
You understand that you may access both Hosting & Web Solutions and the Internet in general through the Service. You understand further that, except for information, products or services clearly identified as being supplied by Hosting & Web Solutions, neither Hosting & Web Solutions nor any of its affiliates operates or controls any information, products or services on the Internet in any way and that, except for such Hosting & Web Solutions identified information, products or services, all merchandise, information and services offered or made available or accessible through Hosting & Web Solutions or on the Internet generally are offered or made available or accessible by third parties who are not affiliated with Hosting & Web Solutions or its affiliates. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF Hosting & Web Solutions AND THE INTERNET. NEITHER Hosting & Web Solutions NOR ITS AFFILIATES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH Hosting & Web Solutions OR ON THE INTERNET GENERALLY, AND THEY SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE, PROVIDED THROUGH Hosting & Web Solutions OR ON THE INTERNET GENERALLY.
YOU UNDERSTAND FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOU ACCESS SUCH MATERIALS AT YOUR OWN RISK. Hosting & Web Solutions HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY Hosting & Web Solutions, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY. NEITHER Hosting & Web Solutions NOR ITS AFFILIATES WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON THE SERVICE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.
UNDER NO CIRCUMSTANCES SHALL Hosting & Web Solutions, ITS AFFILIATES OR ITS CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM YOUR USE OF OR INABILITY TO USE THE SERVICE OR TO ACCESS THE INTERNET OR ANY PART THEREOF, OR YOUR RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE.
YOU MUST NOT SOLEY RELY ON OUR EMAIL SCANNING SERVICE FOR VIRUS OR SPAM FREE EMAILS, Hosting & Web Solutions RECOMMENDS USING ANTI-VIRUS SOFTWARE ON ANY PC CONNECTED TO THE INTERNET. Hosting & Web Solutions RESERVES THE RIGHT TO TEMPORARILY DISABLE ANY SERVICE OUTLINED IN OUR PLANS OR OTHERWISE THAT MAY CAUSE STRESS OR UNOPERABILITY OF OUR SERVERS.If you are dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of Hosting & Web Solutions in operating the Service, your sole and exclusive remedy is to discontinue using the Service.
If you wish to make purchases on the service, you may be asked by the merchant or information or service provider from whom you are making the purchase to supply certain information, including credit card or other payment mechanism information. You agree that all information you provide any merchant or information or service provider on the service for purposes of making purchases will be accurate, legitimate, complete and current. The merchants and information and service providers offering merchandise, information and services on the service set their own prices and may change prices or institute new prices at any time. You agree to pay all charges incurred by users of your account and credit card or other payment mechanism at the prices in effect when such charges are incurred. You also will be responsible for paying any applicable taxes relating to purchases on the service.
While using the service, you may not:
The following constitute violations of this AUP:
Harm to minors: Use of the Hosting & Web Solutions service to harm, or attempt to harm, minors in any way, including, but not limited to child pornography.
Threats: Use of the Hosting & Web Solutions service to transmit any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property.
Harassment: Use of the Hosting & Web Solutions service to transmit any material (by e-mail, uploading, posting or otherwise) that harasses another.
Fraudulent activity: Use of Hosting & Web Solutions service to make fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as "pyramid schemes", "ponzi schemes", and "chain letters".
Forgery or impersonation: Adding, removing or modifying identifying network header information in an effort to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous remailers or nicknames does not constitute impersonation.
Removal of our web design / development links: For any website or system we have designed or developed, the removal of our web design / development links on the footer of pages without our consent is forbidden and deemed to be a violation of this agreement.
Unsolicited commercial e-mail: Unsolicited bulk e-mail (SPAM) Use of the Hosting & Web Solutions service to transmit any unsolicited commercial or unsolicited bulk e-mail is expressly prohibited. Violations of this type will result in the immediate termination of the offending Hosting & Web Solutions account.
E-mail / News Bombing: Malicious intent to impede another person's use of electronic mail services or news will result in the immediate termination of the offending Hosting & Web Solutions account.
E-mail / Message Forging: Forging any message header and/or pretending to be someone else, in part or whole, of any electronic transmission, originating or passing through the Hosting & Web Solutions service is in violation of this AUP.
Usenet SPAMing: Hosting & Web Solutions has a zero tolerance policy for the use of its network for the posting of messages or commercial advertisements, which violate the rules, regulations, FAQ or charter of any newsgroups or mailing list. Commercial messages that are appropriate under the rules of a newsgroup or mailing list or that are solicited by the recipients are permitted.
Unauthorised access: Use of the Hosting & Web Solutions service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of Hosting & Web Solutions or another entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data, is expressly prohibited and the offending Hosting & Web Solutions account is subject to immediate termination.
Copyright or trademark infringement: Use of the Hosting & Web Solutions service to transmit any material (by e-mail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorised copying of copyrighted material, the digitisation and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorised transmittal of copyrighted software.
Collection of personal data: Use of the Hosting & Web Solutions service to collect, or attempt to collect, personal information about third parties without their knowledge or consent.
Network disruptions and unfriendly activity: The Use of the Hosting & Web Solutions service for any activity which affects the ability of other people or systems to use Hosting & Web Solutions Services or the Internet. This includes "denial of service" (DOS) attacks against another network host or individual user. Interference with or disruption of other network users, services or equipment is prohibited. It is the Member's responsibility to ensure that their websites and related scripts is configured in a secure manner. A subscriber may not, through action or inaction, allow others to use their website for illegal or inappropriate actions. A subscriber may not permit their website, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner. Unauthorised entry and/or use of another company and/or individual's computer system will result in immediate account termination. Hosting & Web Solutions will not tolerate any subscriber attempting to access the accounts of others, or penetrate security measures of other systems, whether or not the intrusion results in corruption or loss of data.
Fraud: Involves a knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it.
Infringement of Copyright, Patent, Trademark, Trade Secret, or Intellectual Property Right: Distribution and/or posting of copyrighted or the aforementioned infringements will not be tolerated.
Distribution of Viruses: Intentional distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems are prohibited. Such an offence will result in the immediate termination of the offending account.
Inappropriate Use of Software: Use of software or any device that would facilitate a continued connection, i.e. pinging, while using Hosting & Web Solutions services could result in suspension service.
Third Party Accountability: Hosting & Web Solutions subscribers will be held responsible and accountable for any activity by third parties, using their account, that violates guidelines created within this document.
Violation Of Hosting & Web Solutions Virtual Accounts: It is absolutely forbidden to host pornographic content or IRC servers on Virtual Server Accounts. Virtual Server Accounts found hosting this material will be subject to immediate cancellation without refund.
IMPORTANT
You are responsible for any misuse of your account, even if the inappropriate activity was committed by a friend, family member, guest or employee. Therefore, you must take steps to ensure that others do not gain unauthorised access to your account. In addition, you may not use your account to breach security of another account or attempt to gain unauthorised access to another network or server.
Hosting & Web Solutions requests that anyone who believes that there is a violation of this AUP direct the information to us at support@hostingandwebsolutions.com
If available, please provide the following information:
E-mail with full header information provides all of the above, as do system log files. Other situations will require different methods of providing the above information. Hosting & Web Solutions may take any one or more of the following actions in response to complaints:
Hosting & Web Solutions reserves the right to revise, amend or modify this AUP, our TOS (Terms of Service) and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our TOS (Terms of Service).
Hosting & Web Solutions has no obligation to monitor the service. However, you agree that Hosting & Web Solutions has the right to monitor the service electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the service properly, or to protect itself or its subscribers. Hosting & Web Solutions will not intentionally monitor or disclose any private electronic-mail message unless required by law. Hosting & Web Solutions reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this Agreement.
Hosting & Web Solutions may deny you access to all or part of the service without notice if you engage in any conduct or activities that Hosting & Web Solutions in its sole discretion believes violates any of the terms and conditions in this Agreement. If Hosting & Web Solutions denies you access to the service because of such a violation, you shall have no right (1) to access through Hosting & Web Solutions any materials stored on the Internet, (2) to obtain any credit(s) otherwise due to you, and such credit(s) will be forfeited, (3) to access third party services, merchandise or information on the Internet through Hosting & Web Solutions, and Hosting & Web Solutions shall have no responsibility to notify any third-party providers of services, merchandise or information nor any responsibility for any consequences resulting from lack of notification.
You agree to defend, indemnify and hold Hosting & Web Solutions and its affiliates harmless from any and all liabilities, costs and expenses, including reasonable lawyers' fees, related to any violation of this Agreement by you or authorised users of your account, or in connection with the use of the service or the internet or the placement or transmission of any message, information, software or other materials on the Internet by you or authorised users of your account.
In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect.
Hosting & Web Solutions failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement.
Hosting & Web Solutions may modify this Agreement from time to time by placing a notice of such modification in the "Terms and Conditions" area, and your continued use of the service following notice of such modification shall be deemed to be your acceptance of any such modification. It is your responsibility to check the "Terms and Conditions" area regularly to determine whether this Agreement has been modified. If you do not agree to any modification of this Agreement, you must immediately stop using the service.
This Agreement shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflicts of law provisions. Any cause of action you may have with respect to the service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
This Agreement constitutes the entire agreement between you and Hosting & Web Solutions with respect to the service.
Please note that the term "Hosting & Web Solutions" refers to "Hosting & Web Solutions Information Technology"
IMPORTANT NOTICE: *All Payments To Hosting & Web Solutions Are Non-Refundable after the first 30 days*
Hosting & Web Solutions Information Technology ("Hosting & Web Solutions") agrees to furnish services to the subscriber, subject to the following TOS (Terms of Service).
Use of Hosting & Web Solutions service constitutes acceptance and agreement to Hosting & Web Solutions AUP as well as Hosting & Web Solutions TOS (Terms of Service).
All provisions of this contract are subject to the TOS (Terms of Service) of Hosting & Web Solutions and AUP (Acceptable Use Policy). The AUP may be changed from time to time at the discretion of Hosting & Web Solutions. Subscriber understands that change to the AUP by Hosting & Web Solutions shall not be grounds for early contract termination or non-payment.
This Agreement shall be construed in all respects in accordance with the laws of Ireland, country of Ireland applicable to contracts enforceable in that state.
The customer warrants that all information provided to Hosting & Web Solutions is truthful and correct and accurate and up to date and that the person designated is of above 18 years of age and is legally empowered to act and enter into this contract as the customer or on behalf of the customer as indicated on the relevant application form.
Disclosure to Law Enforcement: The AUP specifically prohibits the use of our service for illegal activities. Therefore, subscriber agrees that Hosting & Web Solutions may disclose any and all subscriber information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to the subscriber. In addition Hosting & Web Solutions shall have the right to terminate all service set forth in this Agreement.
Service Rates: Subscriber acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to subscriber. Subscriber is aware that Hosting & Web Solutions may prospectively change the specified rates and charges from time to time. The promotional offer is contingent upon Hosting & Web Solutions achieving and maintaining its cost of service goals including but not limited to rates charged to company by its suppliers.
Payment: Establishment of this service is dependent upon receipt by Hosting & Web Solutions of payment of stated charges. Subsequent payments are due on the anniversary date of the month for that month's service. All invoices are sent to you by email, we do not send invoices via postal mail.
Payments and Fees: Credit cards that are declined for any reason are subject to a €1.00 declination fee. Service will be interrupted on accounts that reach 20 days past due. Service interrupted for nonpayment is subject to a €30 reconnect charge. Accounts that are not collectable by Hosting & Web Solutions may be turned over to an outside collection agency for collection. If your account is turned over for collection, you agree to pay Hosting & Web Solutions a "Processing and Collection" Fee of not less than €50 nor more than €150. If you desire to cancel your account, please follow the proper procedure to do this as outlined in this TOS.
Refund and Disputes: All payments to Hosting & Web Solutions are nonrefundable after the 30 day money back period. This includes the one time setup fee and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred. If you dispute a charge to your credit card issuer that, in Hosting & Web Solutions sole discretion is a valid charge under the provisions of the TOS and /or AUP, you agree to pay Hosting & Web Solutions an "Administrative Fee" of not less than €50 and not more than €150.
Failure to Pay: Hosting & Web Solutions may temporarily deny service or terminate this Agreement upon the failure of subscriber to pay charges when due. Such termination or denial will not relieve subscriber of responsibility for the payment of all accrued charges, plus reasonable interest and any collection fees.
Account Cancellation:
Hosting & Web Solutions provides an ongoing service as all service providers do, you agree that your service can only be cancelled by completing the online cancellation form. Requests for canceling accounts may be made at least 7 days Prior to the due date. There is no cancellation fee.
To cancel your account, please login to your client area and use the cancellation form or open a support ticket.
You must have all account information to cancel.
Subscriber acknowledges that the service provided is of such a nature that service can be interrupted for many reasons other than the negligence of Hosting & Web Solutions and that damages resulting from any interruption of service are difficult to ascertain. Therefore, subscriber agrees that Hosting & Web Solutions shall not be liable for any damages arising from such causes beyond the direct and exclusive control of Hosting & Web Solutions. Subscriber further acknowledges that Hosting & Web Solutions liability for its own negligence may not in any event exceed an amount equivalent to charges payable by subscriber for services during the period damages occurred. In no event shall Hosting & Web Solutions be liable for any special or consequential damages, loss or injury.
New Domain Accounts: All new web hosting accounts involving new domains will be set up and entered into our DNS servers within 1 to 2 business days. Due to unforeseen complications, however, this process may sometimes require up to 5 business days.
Transfer of Domains: New web hosting accounts which involve the transfer of a domain from another provider to Hosting & Web Solutions will require a minimum of seven (7) days to be set up and entered into our DNS servers. Due to the unpredictable nature of the transfer process, no guarantees are made regarding the amount of time a specific transfer may take. If the transfer of the domain is done by Hosting & Web Solutions on behalf of the account holder a handling fee will be incurred. If the customer cancels service during the transfer period for any reason, all charges are considered earned.
Support Boundaries: Hosting & Web Solutions, provides technical support to our subscribers (except for public holidays.) We limit our technical support to our area of expertise. The following is our guidelines when providing support: Hosting & Web Solutions provides support related to your server or virtual site physical functioning. Hosting & Web Solutions does not offer tech support for application specific issues such as cgi programming, html or any other such issue. Hosting & Web Solutions does not provide technical support for YOUR customers. Lastly, the Help files in the program you are using may have the answer to your question so please do investigate these resources before contacting tech support.
SPAM and Unsolicited Commercial Email (UCE): Hosting & Web Solutions takes a zero tolerance approach to the sending of Unsolicited Commercial Email (UCE) or SPAM over our network. Very simply this means that customers of Hosting & Web Solutions may not use or permit others to use our network to transact in UCE. Customers of Hosting & Web Solutions may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. In addition, it is not acceptable to transmit bulk email through remote SOCKS, HTTP or other similar proxies who in turn make a SMTP (TCP port 25) connection to the destination mail servers. This technique may result in account suspension or termination. Violations of this policy carry severe penalties, including termination of service. In order to prevent unnecessary blacklisting due to spam we reserve the right to occasionally sample bulk email being sent from servers.
Violation of Hosting & Web Solutions SPAM policy will result in severe penalties. Upon notification of an alleged violation of our SPAM policy, Hosting & Web Solutions will initiate an immediate investigation (within 48 hours of notification). During the investigation, Hosting & Web Solutions may restrict customer access to the network to prevent further violations. If a customer is found to be in violation of our SPAM policy, Hosting & Web Solutions may, at its sole discretion, restrict, suspend or terminate customer's account. Further, Hosting & Web Solutions reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. Hosting & Web Solutions will notify law enforcement officials if the violation is believed to be a criminal offence.
First violations of this policy will result in an "Administrative Fee" of €300 and your account will be reviewed for possible immediate termination. A second violation will result in an "Administrative Fee" of €600 and immediate termination of your account. Users who violate this policy agree that in addition to these "Administrative" penalties, they will pay "Research Fees" not to exceed €175 per hour that Hosting & Web Solutions personnel must spend to investigate the matter. PLEASE, DO NOT SPAM from your account.
IP Address Ownership: If Hosting & Web Solutions assigns Customer an Internet Protocol address for Customer's use, the right to use that Internet Protocol address shall belong only to Hosting & Web Solutions, and Customer shall have no right to use that Internet Protocol address except as permitted by Hosting & Web Solutions in its sole discretion in connection with the Services, during the term of this Agreement. Hosting & Web Solutions shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to Customer by Hosting & Web Solutions, and Hosting & Web Solutions reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion. Our allocation of IP addresses is limited by ARIN's new policies. These new policies state that use of IP addresses for IP based virtual hosts will not be accepted as justification for new IP addresses. What this means to you is that you MUST use name-based hosting where possible. We will periodically review IP address usage, and if we find that clients are using IP addresses where name-based hosting could be used, we will revoke authorisation to use those IP addresses that could be used with name-based hosting.
Bandwidth and Disk Usage: Customer agrees that bandwidth and disk usage shall not exceed the number of megabytes per month for the Services ordered by Customer on the Order Form (the "Agreed Usage"). Hosting & Web Solutions will charge €0.05 per MB over the allocated limit which will only be sold per MB, this means if you use 100mb over your limit, you will be charged €5.00. If you find you are using more bandwidth than expected, we will review your account and suggest moving up to the next plan which may work out as a viable cost effective alternative.
System and Network Security: Users are prohibited from violating or attempting to violate the security of the Hosting & Web Solutions Network. Violations of system or network security may result in civil or criminal liability. Hosting & Web Solutions will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include, without limitation:
Accessing data not intended for such User or logging into a server or account, which such User is not authorised to access.
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation.
Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing".
Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
Taking any action in order to obtain services to which such User is not entitled.
Notification of Violation:
Hosting & Web Solutions is under no duty to look at each customer's or user's activities to determine if a violation of the AUP has occurred, nor do we assume any responsibility through our AUP to monitor or police Internet-related activities.
First violation: Any User, which Hosting & Web Solutions determines to have violated any element of this Acceptable Use Policy, shall receive an email, warning them of the violation. The service may be subject at Hosting & Web Solutions discretion to a temporary suspension pending a user's agreement in writing, to refrain from any further violations.
Second Violation: Users that Hosting & Web Solutions determines to have committed a second violation of any element of this Acceptable Use Policy shall be subject to immediate suspension or termination of service without further notice.
Suspension of Service or Cancellation: Hosting & Web Solutions reserves the right to suspend network access to any customer if in the judgment of the Hosting & Web Solutions network administrators the customer's server is the source or target of the violation of any of the other terms of the AUP or for any other reason which Hosting & Web Solutions chooses. If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacted regarding the activity. The customer will not be credited for the time the customer's machines were suspended.
Hosting & Web Solutions reserves the right to amend its policies at any time. All Sub-Networks, resellers and managed servers of Hosting & Web Solutions must adhere to the above policies. Failure to follow any term or condition will be grounds for immediate Cancellation. You will be held responsible for your actions in the matter described on these Terms and conditions. Therefore, it is in your best interest to implement a similar or stricter Terms and conditions or otherwise called Acceptable Terms of use policy.
Indemnification: Hosting & Web Solutions wishes to emphasise that in agreeing to the Hosting & Web Solutions Acceptable Use Policy (AUP) and Terms of Service (ToS), customer indemnifies Hosting & Web Solutions for any violation of the Acceptable Use Policy (AUP) and Terms of Service (ToS) that results in loss to Hosting & Web Solutions or the bringing of any claim against Hosting & Web Solutions by any third-party.
Miscellaneous Provisions: You must provide us with, and keep current, good contact information for you. E-mail, fax, and telephone contacts are used, in that order of preference.
A waiver by Hosting & Web Solutions of any breach of any provision of this Agreement by Subscriber shall not operate as or be construed as a continuing or subsequent waiver thereof or as a waiver of any breach of any other provision thereof.
Subscriber shall not transfer or assign this Agreement without the prior written consent of Hosting & Web Solutions. Company may assign Agreement at anytime without consent from or notice to Subscriber. Company reserves right to cancel customers rights under this contract at anytime without further obligation.
Hosting & Web Solutions takes no responsibility for any material input by others and not posted to the Hosting & Web Solutions Network by Hosting & Web Solutions. Hosting & Web Solutions is not responsible for the content of any other websites linked to the Hosting & Web Solutions Network; links are provided as Internet navigation tools only. Hosting & Web Solutions disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person or party's violation of this policy.
Hosting & Web Solutions is not responsible for any damages your business may suffer. Hosting & Web Solutions does not make implied or written warranties for any of our services. Hosting & Web Solutions denies any warranty or merchantability for a specific purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Hosting & Web Solutions.
Where a customer believes a password has been revealed or compromised they must notify Hosting & Web Solutions at the earliest possibility
The customer agrees that any services provided are not continuous or faultless or error free and that interruptions, delays, faults, degradations and outages to services may occur from time to time. For example interruptions may occur due to maintenance of software or hardware, outages also may be the result of hardware or software failure or external network failures, etc.
The customer will not hold Hosting & Web Solutions responsible or liable for any interruption or delays or degradation to services
It is absolutely forbidden to host pornographic content or IRC servers on Virtual Server Accounts. Virtual Server Accounts found hosting this material will be subject to immediate cancellation without refund.
Responsibility for Content: You, as a Hosting & Web Solutions customer, are solely responsible for the content stored on and served by your domain name.
Powertools and web applications: You, as a Hosting & Web Solutions customer, are solely responsible for making sure the powertools (web applications) provided on your hosting account are kept secure, patched and up to date. These tools are open source and are vulnerable to attacks via exploits in the software, the developer of the software provides updates when vulnerabilities have been detected, you must install these updates/patches ASAP. If you are incapable of installing these updates, please see our "extras" page for the paid update service we provide. Keeping your web based applications patched and up to date will ensure a secure website and data.
Windows Servers: Requirements for using Microsoft software. Subscribers are prohibited from allowing more than five (5) authenticated users of the Microsoft Windows Server Operating Systems under Microsoft licensing terms and could create liability issues with Microsoft if violated.
Customer agrees not to remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on Software Products or that appear during the use of Software Products. Customer further agrees not to reverse engineer, decompile, or disassemble the Software Products.
Hosting & Web Solutions may provide you access to other third party software and/or services ("Third Party Products ") through reseller relationships Hosting & Web Solutions has established with certain commercial vendors, including without limitation, Microsoft Corporation ("Third Party Vendors"). Unless otherwise notified, Customer understands that product support for Third Party Products is provided by Hosting & Web Solutions and not by the Third Party Vendor. Neither Hosting & Web Solutions nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Products. Customer expressly acknowledges and agrees that use of third party products is at customer's sole risk and such third party products are provided "as is" and without representation or warranty of any kind from Hosting & Web Solutions or any third party vendor, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, accuracy or completeness of responses or results, correspondence to description, or non-infringement of third party rights. To the maximum extent permitted by applicable law, neither Hosting & Web Solutions nor any third party vendor will be legally responsible for any damages, whether direct, indirect, or consequential, arising from the use or inability to use any third party product. Customer agrees to observe the terms of any license and/or applicable end user subscriber agreement for third party products and that customer shall be fully liable to third party vendors and Hosting & Web Solutions with respect to any improper use of such third party products or violation of license agreements with them and/or applicable end user subscriber agreements.
Denial of Service: We reserve the right to refuse service to anyone at any time for any reason.
Use of this site is governed by the Terms and Conditions set forth. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. The information and materials provided by Hosting & Web Solutions may be used for informational purposes only. By using our services you agree to follow the terms and provisions as outlined in this legal notice, which apply to all visits to the Hosting & Web Solutions website, both now and in the future. Hosting & Web Solutions may at anytime revise and update the Terms and Conditions. You are encouraged to periodically visit this page to review the most current Terms and Conditions to which you are bound. If you do not agree to these Terms and Condition of Use, please do not use this website.
You may view, download and copy information and materials available on this website solely for your personal, non-commercial use. You may also use such material within your organisation in connection with the support of Hosting & Web Solutions products and or services. As a condition of use, you agree not to modify or revise any of the material in any manner, and to retain all copyright and other proprietary notices as contained in the original materials on any copies of the materials. No other use of the materials or information is authorised. Any violation of the foregoing may result in civil and/or criminal liabilities.
The information and any materials (including white papers, press releases, data sheets, product descriptions, and FAQs) available on or from this website are the copyrighted works of Hosting & Web Solutions and any unauthorised use of that information or materials may violate copyright, trademark and other laws.
Any rights not expressly granted herein are reserved.
As a convenience and to make the Hosting & Web Solutions website truly service oriented we have included links to complementary sites on the Internet. These sites are owned and operated by third parties. Hosting & Web Solutions makes no representation and is not responsible for the availability of, or content located on or through, these third party sites. A third party link from the Hosting & Web Solutions website is not an indication that Hosting & Web Solutions endorses the third party or its site, or has any affiliation with or between Hosting & Web Solutions and the third party hosting site.
All comments, feedback, information or materials submitted to Hosting & Web Solutions through or in association with this website shall be considered non-confidential and Hosting & Web Solutions property. By submitting such comments, information, feedback, or materials the Hosting & Web Solutions, you agree to a no-charge assignment to Hosting & Web Solutions of worldwide rights to use, copy, modify, display and distribute the submissions. Hosting & Web Solutions may use such comments, information or materials in any way it chooses in an unrestricted basis.
The Hosting & Web Solutions Internet team strives to provide you with useful, accurate, and timely information on this website. Accordingly, Hosting & Web Solutions has attempted to provide accurate information and materials on this website but assumes no responsibility for the accuracy and completeness of that information or materials. Hosting & Web Solutions may change the content of any information or materials available at this website, or to the products described in them, at any time without notice. However, Hosting & Web Solutions makes no commitment to update the information or materials on this website which, as a result, may be out of date. Information and opinions expressed in bulletin boards or other forums are not necessarily those of Hosting & Web Solutions. Neither Hosting & Web Solutions, nor its officers, directors, employees, agents, distributors, or affiliates are responsible or liable for any loss damage (including, but not limited to, actual, consequential, or punitive), liability, claim, or other injury or cause related to or resulting from any information posted on Hosting & Web Solutions website. Hosting & Web Solutions reserves the right to revise these terms and/or legal restrictions at any time. You are responsible for reviewing this page from time to time to ensure compliance with the then-current terms and legal restrictions because they will be binding on you. Certain provisions of these terms and legal restrictions may be superseded by expressly designated legal notices or terms located on particular pages of this website.
ALL INFORMATION AND MATERIALS AVAILABLE AT THIS WEBSITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND Hosting & Web Solutions DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. IN NO EVENT SHALL DIGITAL PACIFIC PTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS WEBSITE, ANY WEBSITES LINKED TO THIS WEBSITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS OR INFORMATION ON THIS WEBSITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF.
Hosting & Web Solutions may, in its sole discretion, terminate or suspend your access to all or part of the Hosting & Web Solutions website, including, but not limited to any bulletin boards on its site, for any reason, including without limitation, breach of this agreement. In the event this agreement is terminated, the restrictions regarding materials appearing on the site and the representations and warranties, indemnities, and limitation of liabilities set forth in this agreement shall survive any such termination.
This Agreement shall be governed by and construed in accordance with the laws of NSW, Ireland exclusive of its choice of law principles. The Ireland courts shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each party hereby consents to the jurisdiction and venue of such courts.
If any provision of this agreement is deemed void, unlawful or otherwise unenforceable for any reason, that provision shall be severed from this agreement and the remaining provisions of this agreement shall remain in force. This contains the entire agreement between you and Hosting & Web Solutions concerning your use of the site, and the agreement shall not be modified, except in writing, signed by both parties. If you have questions regarding Hosting & Web Solutions Terms and Conditions, please email our legal department. To review Hosting & Web Solutions Privacy Policy please click the link provided at the bottom of the page located at the Hosting & Web Solutions website.
This Website Sponsorship Agreement (the "Agreement") is made and effective the agreed date by both parties.
BETWEEN: Hosting & Web Solutions (the "Sponsor"), a corporation organised and existing under the laws of Ireland.
AND: You (the "Site Owner"), a non profit organisation and existing under the laws of Ireland
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
RECITALS
Sponsor agrees to promote Site Owner on Sponsor's website by doing all of the following:
Site Owner agrees to actively promote and sponsor Sponsor's Website by:
The parties mutually agree that they will take all reasonable steps and mutually cooperate in order to achieve the goal of launching the respective sponsorship activities on or before the agreed date.
The parties shall each be obligated to deliver all graphical and text, including banners, links, and other items that must be delivered to the other party to enable them to perform their sponsorship activities as set forth in this Agreement, not later than 7 days before the above referenced launch date.
Each of the parties shall be permitted to revise or provide new graphical and link information to the other party, provided that such new materials shall be reasonably satisfactory to the other party. Such revised material shall be placed within 7 days after receipt thereof by the applicable party. In the event that such party has any objection to such materials, it shall immediately notify the other party and the parties shall discuss the objectionable aspect of such materials and shall endeavour in good faith to resolve the objection.
Each of the parties shall notify the other of any planned special promotions and shall offer the other party an opportunity to participate in such special promotions on a mutually acceptable basis.
During the entire term of this Agreement, neither party shall sponsor or display on their website, provide a link to, display any content created or provided by or referring to, or enter any promotion of sponsorship agreement with any party that is a 'Direct Competitor' of the other party. This exclusivity shall not however prohibit Sponsor from causing competitor sites to be listed in search results available through the Sponsor's online search capabilities, provided that Site Owners site receives first listing in such search result using the keywords that are designated by the parties pursuant to the terms hereof at least [5%] of the time and is consistently in the top three of such search result when compared to Direct Competitors.
As defined herein, the term 'Direct Competitor' shall mean and include any online business that provides products or services that are functionally equivalent to those offered by either party. 'Direct Competitors' shall include, but shall not be limited to, those parties identified and listed in Exhibit 'B' attached hereto and made a part hereof.
Initiation Fee
Upon execution of this Agreement, Site Owner shall pay to the Sponsor a domain registration fee if there is domain name registered, or purchase a domain name elsewhere. No initiation or start-up fee shall be payable from Sponsor to Site Owner.
The parties agree that they shall release an initial press release announcing the mutual sponsorship provided in this Agreement on or about the Launch Date. The content of such press release shall be mutually agreed by the parties. The parties shall agree upon the scope of such release and shall share equally the costs of disseminating such press release. Except for the press release identified above, neither party shall make any announcement or press release of the relationship between the parties or disclose any terms or conditions of this Agreement without the advanced written consent of the other party.
This Agreement shall be for an initial term of 1 year commencing on the Launch Date and terminating on the first anniversary date of the Launch Date.
Either party may terminate this Agreement, with or without cause, upon the giving of 7 days advanced written notice to the other party.
Either party may terminate this Agreement immediately upon written notice to the other party of such other party substantially breaches its obligation set forth in this Agreement.
All obligations of the parties shall remain in effective until the effective date of any termination. Following the effective date of the termination, Site Owner shall remain obligated to make payments that accrue up to an including the effective date of such termination.
The parties shall each retain all ownership, right, title and interest in and to all trademarks, service marks, trade names, copyrights, and other proprietary property, subject only to the limited license to use such materials for purposes of the other parties obligations set forth in this Agreement.
The parties hereby grant to the other party a non-exclusive license to use trademarks, service marks, trade names and other proprietary property of the other party only as specifically required by such party to fulfil its obligations under this Agreement. Upon termination of this Agreement, each party will immediately cease and desist from all further use of the trademarks and other proprietary property of the other party effective on the effective date of any termination or the expiration of this Agreement.
Restriction on disclosure
Neither party will disclose or use for its own purposes, except in furtherance of fulfilling its obligations under this Agreement, any Confidential Information of the other party. Each party will take reasonable measures to protect any Confidential Information related to the other party consistent with the measures that such party uses to protect the confidentiality of its own confidential information.
Information subject to restriction
For purposes of this Agreement, the term Confidential Information shall mean and include all information received by one party that relates to the other party which is received from the other party or its affiliates or representatives which the other party considers to be confidential and proprietary, including but not limited to business and marketing plans, financial information, the existence or any terms of this Agreement, user information, website activity statistics, software, databases, drawings, diagrams, schematics, customer lists, trade secrets, development plans, new program development and planning, advertising plans and materials not yet released, and all other information that either party knows, or has any reason to know that the other party would consider to be confidential. Confidential Information will not include information that (i) is in or enters the public domain without breach of this Agreement; (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently.
Each party represents and warrants to the other party that none of the information provided to the other party to be included on the other party's website will infringe upon the proprietary rights of any other party.
Each party hereby agrees to indemnify and hold the other party harmless from and against any and all claims, suits, threats or demands and costs, including but not limited to reasonable attorney fees and court costs which may result from:
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT OR THE OBLIGATIONS OF THE PARTIES HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR MATTERS ARISING OUT OF SECTIONS 9.1 AND 9.2 ABOVE, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON A THEORY OF CONTRACT OR TORT.
EXHIBIT 'B'
LIST OF COMPETITORS
Made available on request
Hosting & Web Solutions take spam seriously; all of our website hosting clients are subject to the following Anti-Spam Policy.
This sets forth our policy with regard to the use of 'Spam' marketing techniques in connection with Internet Marketing. In the event that we deem you to be in violation of these policies, we shall immediately revoke your membership rights and close any active account.
We have a strict policy against spamming. We forbid the sending of unsolicited mass emails or unsolicited Emails of any kind in connection with the marketing of our programs, products and services.
We reserve the right to terminate your account and participation in our programs 'for cause' if we deem you to be in violation of our anti-spamming policies. We also reserve the right to suspend your account and participation pending review upon receipt of any complaint or other evidence that you may be engaging in any spamming activity.
We consider spamming to be any activity whereby you directly or indirectly transmit email messages to any email address that has not solicited such email and does not consent to such transmission. We also consider spamming to constitute posting advertisements in newsgroups in violation of the terms of participation in such newsgroup, which are off topic, or in newsgroups that do not specifically permit advertisements. We also consider it spamming when advertisements are placed on message boards or in chat rooms when they are not permitted by the terms of participation in such message boards and chat rooms.
If you are 'spammed' by anyone regarding our products, services, website, or any other matters, please report this activity to our legal department.
Hosting & Web Solutions Service Level Agreement outlines the terms of service we will provide you with whilst you are our customer.
This Service Level Agreement (the Agreement') is effective as of the date agreed by both parties (the "Effective Date").
BETWEEN:Hosting & Web Solutions (the "Service Provider"), a Company organised and existing under the laws of Ireland.
AND:You (the "Client"), the registered and approved client of Hosting & Web Solutions. You are the Company or Business organised and existing under the laws of the Ireland.
RECITALS
This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the "Service Provider Network Location(s)").
WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and
WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the "Location and Equipment Summary"), which is attached hereto and made a part hereof; and
WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the "Parties" and singularly as the "Party") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the "Statement of Work"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the "Non-Recurring and Monthly Recurring Pricing Summary"), which is attached hereto and made a part hereof;
NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work.
Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work.
Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work.
Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein.
During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment.
Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work.
The initial term of this Agreement shall commence on the agreed date, shall continue for a period of time until terminated by the Client or Service Provider.
This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the "Effective Date").
Either Party may terminate this Agreement following the giving of 14 calendar day's prior written notice of termination to the other Party.
If Client terminates this Agreement prior to the expiration of the agreed contract term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable.
Client shall remove its Equipment from the Service Provider Network Location(s) within 14 calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the littlest of [5%] per annum or the maximum rate permitted by law.
The rights and duties in Article D, "Warranty and Liability" shall survive the termination of this Agreement.
Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary.
Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptible Power Supply (UPS) for [240V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary.
Client shall pay Service Provider a one time charge of (Agreed amount) per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained.
For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider.
Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income.
All invoices shall be due and payable in AUD within 7 calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary.
Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement.
NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement.
Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labour disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.
Except to the extent the same is caused solely by the gross negligence or wilful misconduct of Service Provider, its authorised agents or employees, Client shall indemnify and hold harmless Service Provider, its agents, contractors and employees from and against any and all claims, liability, damage, loss, or expense (including attorney's fees) including injury or death to persons, or damages to property, both real and personal, which may arise out of: (a) the presence of Client's unit(s) of Equipment, employees, contractors or agents on Service Provider's premises; (b) the installation, operation, maintenance or removal of the Client's unit(s) of Equipment from Service Provider's premises; (c) any inherent defects in the Client's unit(s) of Equipment.
Client shall indemnify and hold harmless Service Provider, its agents, contractors and employees from and against any and all claims, liability, damage, loss, or expense (including attorney's fees) including injury or death to persons, or damages to property, both real and personal, which may arise out of the negligent or intentional acts or omissions of Client, its agents, employees or contractors.
Service Provider shall not be liable for any damages to the Equipment for any reason, except to the extent the same is caused solely by the gross negligence or wilful misconduct of Service Provider, its authorised agents or employees; provided, however, that in the event the Equipment while in the possession and control of Service Provider is either lost or so damaged as the result of Service Provider's gross negligence or wilful misconduct, the maximum liability of Service Provider for said Equipment shall not exceed the replacement value of the Equipment in a dismantled state, if repairs are impracticable, or, in the event said Equipment is repairable, the costs to repair damage thereto.
In no event shall either Party be liable to the other for any indirect, incidental, special or consequential damages, including loss of revenue and profits, even if aware of the possibility thereof.
Notwithstanding anything to the contrary in this Agreement, Service Provider's liability to Client for any reason and upon any cause of action or claim in contract or tort, including without limitation breach of this Agreement or any warranty hereunder, regardless of form of action, shall not exceed the lesser of direct damages proved or 2 month's Location Management Fee.
THE LIMITATIONS SET FORTH IN THIS ARTICLE D APPLY TO ALL CAUSES OF ACTIONS OR CLAIMS IN THE AGGREGATE INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. FURTHER, NO CAUSE OF ACTION WHICH ACCRUED MORE THAN 2 YEARS PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST Service Provider. CLIENT AND Service Provider EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN REPRESENT THE PARTIES' AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES IN CONNECTION WITH SERVICE PROVIDERS' OBLIGATIONS UNDER THIS AGREEMENT. THE PAYMENTS PAYABLE TO Service Provider IN CONNECTION HEREWITH REFLECT THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES IN THIS AGREEMENT.
Client, its agents, employees and contractors who, in Service Provider's discretion, do not pose a security risk to Service Provider personnel or property, shall be permitted access to Service Provider Location(s) listed in the Location and Equipment Summary, to be accompanied at all times by an Service Provider escort, during normal business hours for the purpose of installing, operating, maintaining, repairing or removing the unit(s) of Equipment, after giving a reasonable advance notice to Service Provider, provided, however, that Client agrees to comply with Service Provider's security regulations and other local site operating policies and procedures while on the Service Provider Network Location for these express purposes. A reasonable advance notice as referenced above shall be provided as follows: (a) a minimum of no less than 7 calendar days notice for the purpose of installing, preparing or removing the Equipment; (b) a minimum of 2 hours advance notice for routine preventive maintenance on the Equipment; (c) as soon as possible for the reporting of a network malfunction causing loss of service or a degraded operating condition in the Equipment.
The Parties agree that Client is making the Equipment available hereunder as a bailment and that title to the Equipment will remain with Client or Client's lesser and that Service Provider shall have no right, title or interest therein, except as expressly provided in this Agreement. Service Provider will not impose liens, security interests or encumbrances on the Equipment.
The Parties agree not to move the Equipment to any other location prior to the expiration of this Agreement without the other Party's prior written consent nor to make alterations in or affix attachments to the Equipment, except that Client may make those alterations or affix attachments to the Equipment as necessary for Client's networking requirements, provided Client gives Service Provider advance notice of no less than 4 days before making such changes to the Equipment, and that Service Provider may relocate the Equipment to another Service Provider Location for its convenience due to Service Provider's networking requirements.
In the event of such Equipment relocation for Service Provider's convenience, Service Provider agrees to pay all costs associated with the removal, moving, installation and demarcation of such equipment, other than any direct or indirect costs, of any kind or nature, incurred by Client for its vendors or technicians (whether employees or independent contractors), including without limitation, travel and lodging expenses (if any) and salary or other payments for services rendered. Client understands that during such Equipment relocation Client will experience a communications service outage while the Equipment is being relocated.
Throughout the term of this Agreement, Client shall obtain, maintain and pay for: (i) all risk property insurance covering the Equipment; (ii) comprehensive general liability (including products and completed operations liability and broad form property damage) insurance covering the Equipment and the contractual liability of Client under this Agreement in form and with insurers reasonably satisfactory to Service Provider and with a minimum limit of €50,000 per occurrence for personal injury, bodily injury and property damage; (iii) Worker's Compensation with statutory benefits; (iv) Employees Liability with a minimum limit of €50,000 per occurrence; and (v) automobile liability insurance with a minimum limit of €50,000 per occurrence for bodily injury and property damage. All insurance policies required to be maintained by Client under this Agreement shall be with insurance companies licensed to do business in the states where the Equipment is located, reasonably satisfactory to Service Provider, and shall name Service Provider as an additional insured. Certificates of such insurance (showing payment of current premiums thereon) shall be delivered to Service Provider a minimum of 2 days prior to Equipment delivery with renewals thereof delivered to Service Provider a minimum of 5 days prior to the expiration of any such policies. Each policy shall contain an agreement by the insurer that such policy shall not be cancelled without 5 days prior notice to Service Provider.
In addition to any other rights of termination specified herein, either Party may terminate this Agreement upon 14 days prior written notice to the other in the event of:
Non-Competition
By Client
The Client covenants and agrees that it will not directly or indirectly for the term of this Agreement and for a period of two years following the termination of this Agreement:
By Service Provider
Service Provider covenants and agrees that it will not directly or indirectly for the term of this agreement and for a period of two years following the termination of this Agreement:
Client understands and agrees that this Agreement is not intended to and shall not be deemed to grant Client any property rights in any of the Service Provider Network Location(s) listed in the Location and Equipment Summary.
It is acknowledged and agreed that Service Provider's relationship with the Client is at all times hereunder an independent contractor. The Client shall have no authority over Service Provider's internal business affairs and decisions. Service Provider shall have no authority to act on behalf of, or legally bind the Client, and Service Provider shall not hold itself out as having any such authority. This Agreement shall not be construed as creating a partnership or joint venture.
This Agreement sets forth the entire understanding between the Parties with regard to the subject matter hereof and supersedes any prior discussions or representations between them with respect thereto. All amendments to this Agreement shall be in writing and signed by both Parties.
Neither Party may use the name, trademark, service mark or Logo of the other Party in any advertising, news releases or in any other manner without the written consent of such Party.
Client may not assign this Agreement or any of its rights hereunder without written consent by Service Provider, which shall not be unreasonably withheld.
All Equipment provided for Service Provider by Client hereunder for use in connection with Service Provider's communications services shall be deemed to be "Client-Provided Terminal Equipment" within the meaning of Service Provider's Tariff.
The relevant rights and obligations of the parties shall survive the termination of this Agreement.
All notices, requests, demands or communications required or permitted hereunder shall be in writing, delivered personally or by telex, telegram, Service Provider Mail, or certified, registered, or express mail at the respective addresses set forth below (or at such other addresses as shall be given in writing by either Party to the other). All notices, requests, demands or communications shall be deemed effective upon personal delivery or on the calendar day following the date of the telex, telegram, or Service Provider Mail, or when received if sent by registered certified or express mail.
GOVERNING Law
This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by the law of Ireland excluding any laws that direct the application of another jurisdiction's laws.
Attorney Fees Provision
In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.
EXHIBIT A
LOCATION AND EQUIPMENT SUMMARY
This will be made available on request
EXHIBIT B
STATEMENT OF WORK
Service Provider RESPONSIBILITIES:
Furnish and install, as part of the Site Preparation, such equipment rack(s), signal cabling, demarcation panel(s). AC power and DC power as requested by the Client to support the installation of the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
Upon completion of Site Preparation, perform testing as Service Provider deems appropriate to verify proper operation of Service Provider provided signal cabling, associated demarcation panel(s) and AC power and DC power at the Service Provider Network Location(s) specified in Exhibit A.
Provide a central telephone number of the Service Provider Network Management Centre (MNMC) to be used by Client to report all troubles, schedule routine maintenance visits, request First Level Maintenance and to request Service Provider technical support, should the Service Provider Network Location be unmanned at time of Client's request.
Service Provider will perform "First Level Maintenance" on the Equipment only at the direction of Client or its designated vendor at the Service Provider Network Location(s) specified in Exhibit A.
Service Provider performed "First Level Maintenance" on the Equipment is defined as follows:
At the direction of the Client or its designated vendor report any visual or audio alarms on the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
At the direction of the Client or its designated vendor, rebooting and/or restarting the Equipment at the Service Provider Network Location(s) specified in Exhibit A by pressing of readily accessible buttons or switches.
At the direction of the Client or its designated vendor, replace Equipment modules and/or cards with on site Client provided spare modules and/or cards at the Service Provider Network Location(s) specified in Exhibit A.
Order, maintain and provide routine and emergency maintenance on Service Provider services up to the designated Service Provider demarcation point located in the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
Provide the necessary facilities to provide Client with the proper transmission quality as stated in the Service Provider Tariff and/or other agreements by and between the Parties at the Service Provider Network Location(s) specified in Exhibit A.
Install, cable, power up, and test Equipment during such hours as determined by the Site Manager of the Service Provider Network Location(s) specified in Exhibit A to determine proper operating performance before the acceptance of Service Provider transmission services at the Service Provider provided demarcation in the Equipment and ensure that the Equipment provides the proper transmission quality to Service Provider.
Provide routine preventive and emergency maintenance for the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
Provide overall network management and monitoring of the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
Properly stage all Equipment prior to shipment to the Service Provider Network Location(s) specified in Exhibit A.
Arrange for inside delivery of Equipment with all labour, tools, and test equipment necessary to completely install and test the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
Provide Service Provider with 1 week(s) prior notice of Equipment delivery at the Service Provider Network Location(s) specified in Exhibit A.
Report all troubles, schedule routine maintenance visits, request First Level Maintenance and request Service Provider technical support, should the Service Provider Network Location be unmanned at time of Client's request, through the Service Provider Network Management centre (MNMC) for the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
Retain spares as Client or its designated vendor deems necessary within the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
Maintain an accurate accounting of Equipment installed and spares at the Service Provider Network Location(s) specified in Exhibit A.
Provide a receipt to Service Provider for all spares or Equipment removed from any of the Service Provider Network Location(s) specified in Exhibit A.
Provide an accurate accounting all circuits installed to the Equipment at the Service Provider Network Location(s) specified in Exhibit A. including circuit type, city pairs and signalling levels for each circuit installed.
Provide Service Provider with a Client contact list including names, home and office phone numbers and pager numbers of key contacts and designated vendor(s) for the routine maintenance and emergency repair of the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
Make necessary arrangements to work cooperatively with Service Provider in the isolation of troubles, including but not limited to, the provisioning of loopbacks and cooperative bit error rate testing at the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
Client or its designated vendor shall not rearrange, disconnect, relocate, remove, modify or attempt to repair the signal cabling, demarcation panel(s), AC power and DC power provided by Service Provider, or permit others to do so, without prior approval of Service Provider at the Service Provider Network Location(s) specified in Exhibit A.
Bear all costs associated with third party vendor efforts in disaster recovery of the Equipment at the Service Provider Network Location(s) specified in Exhibit A.
Provide Service Provider with any necessary agency authorisation as may be required for Service Provider to fulfill its obligations under this Support Services Agreement and the Exhibits attached hereto and made a part hereof this Agreement.
EXHIBIT C
NON-RECURRING AND MONTHLY RECURRING PRICING SUMMARY
This will be made available on request
Please see our Privacy Policy page for this information.
Hosting & Web Solutions
Naas, Kildare.
Ireland
Registration No: 388171