Terms and Conditions
This Agreement sets out the terms which have been agreed between Blue Light Host and the Client for the provision of such Internet services and shall be supplemented from time to time by Schedules setting out specific details of such services requested by the Client.
In this Agreement, unless the context requires otherwise, the following words shall have the following meanings:
"Abuse Complaint" is a complaint, either by Blue Light Host or a third party, about the Client's use of the Services;
"Bandwidth" is the data transferred by the Client using the Services to other equipment on the Internet. For the avoidance of doubt, this includes transfer of data between the Services and other equipment hosted by Blue Light Host;
"Control Panel" is the online portal that the Client may access at an address advised to the Client by Blue Light Host from time to time;
"Hardware" means the servers, firewalls, equipment, cabling and systems provided by Blue Light Host in connection with the Services;
"IPRs" means any and all intellectual property rights including without limit any and all patents, design rights, database rights, copyright, know-how, moral rights, trade secrets, confidential information, trade marks, service marks, trade names and goodwill;
"Notified Maintenance" means essential maintenance to be carried out by Blue Light Host in relation to the Services, Hardware and/or Software, which has been notified to the Client;
"Blue Light Host Network" refers to Blue Light Host's routers, switches, cabling and other network equipment located in the UK responsible for connecting servers hosted by Blue Light Host to the outside world;
"Schedule" means the schedules and/or Internet/telephone orders to this Agreement from time to time, describing the Internet related services requested by the Client including without limit details of the requested Bandwidth, Hardware and Software;
"Scheduled Maintenance" is defined as maintenance necessary for the continued provision of service, including but not limited to network upgrades and security updates;
"Services" means the Internet related services described in any Schedule made hereunder and which are supplied or to be supplied by Blue Light Host on and subject to the terms of this Agreement and any schedules made hereunder;
"SLA" means service level agreement;
"Software" means the computer software provided by Blue Light Host in connection with the Services;
The Services shall be as described in this Agreement and any associated Schedules. All Schedules shall be deemed to be an offer from the Client and shall only be deemed accepted by Blue Light Host when counter-signed by an authorised representative of Blue Light Host. In the event of any conflict between any provision in this Agreement and those in the Schedule then the provision in the Schedule shall prevail.
The Client, where the Client an individual, or the person entering into this Agreement on behalf of the Client, where the Client is an entity, warrants that they are 18 years of age or older, and capable and authorised to enter into this Agreement.
Blue Light Host reserves the right at any time and from time to time to amend, improve or correct the Services, Software and/or Hardware (or any part thereof) provided that such modification does not materially affect the overall quality of the Services. This includes the right to substitute the Hardware with Hardware of similar specification, where necessary. Blue Light Host shall endeavour to give the Client reasonable notice of such modifications but this may not always be possible and Blue Light Host shall not be liable to the Client or to any third party for any such modification or any failure to give such notice
Blue Light Host reserves the right at its sole discretion to suspend the Services (temporarily or permanently) on the occurrence of any unscheduled maintenance or any of the following (each of the following shall be a "Suspension Events"): (i) Notified Maintenance; (ii) issue by any competent authority of an order which is binding on Blue Light Host and which affects the Services and which can only be dealt with properly by suspension of the Services; (iii) if the Client fails to pay any amounts due under this Agreement when they are due; (iv) if any events occur which would entitle Blue Light Host to terminate this Agreement; (v) the Bandwidth used by the Client in relation to the Services exceeds the agreed level and Blue Light Host determines in its sole discretion that such suspension is necessary to protect all and any Internet solutions provided by Blue Light Host from time to time.
It is the Client's responsibility to maintain and to enter a contact email address, postal address and telephone number for the Client on the Control Panel, and to ensure such contact details are current and up to date at all times.
Blue Light Host may provide the Services to the Client from verbal or email order received by it from any authorised person. A person shall be an authorised person for the purpose of this clause if he is able to make an order from within the Control Panel.
This Agreement together with the Schedule constitutes the whole and only agreement and understanding between the parties relating to its subject matter and supersedes and extinguishes any drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in connection with the subject matter of this Agreement whether existing prior to or at the same time as this Agreement. The Agreement will be on these conditions only, to the exclusion of any other terms and conditions (including any terms and conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document). The Client's terms and conditions shall not apply to this Agreement.
DURATION AND TERMINATION
This Agreement shall come into effect upon the date of this Agreement and, subject to the provisions of this Agreement shall continue in force for an initial term of 1 month from the date the Services are available to the Client and indefinitely after that until terminated by either party giving not less than 7 days prior written notice. After termination notice is given, the services will terminate at the end of the current billing cycle.
Without prejudice to any other rights to which Blue Light Host is entitled, Blue Light Host may give notice in writing to the Client terminating this Agreement with immediate effect if:
1) the Client commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified of the breach;
2) an order is made or a resolution is passed for the winding up of the Client;
3) an order is made for the appointment of an administrator to manage the affairs, business and property of the Client or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act (1986);
4) a receiver is appointed of any of the Client's assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Client or if any other person takes possession of or sells the Client's assets;
5) the Client makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
6) there is a change of the ability to direct the affairs of the Client whether by virtue of the ownership of shares, contract or otherwise of the Client;
7) the Client purports to assign its rights or obligations under this Agreement.
For the avoidance of doubt and without limitation, a breach of any of any of the payment provisions contained in this Agreement, or a breach of the Acceptable Use Policy is a material breach for the purposes of this Agreement.
Refunds will be given only at the discretion of Blue Light Host.
DISTANCE SELLING REGULATIONS
Under Regulation 10 of The Consumer Protection (Distance Selling) Regulations 2000, the Client may have the right to cancel this Agreement for seven working days after the day after this Agreement has been concluded. However, it is agreed between Blue Light Host and the Client that the Services may commence before the end of that cancellation period, and then the Client will lose the right to cancel from the date that Blue Light Host provides the Client with the access details of the Services.
We will act in accordance with industry practice in protecting your personal data, and we will not sell or otherwise transfer it to third parties for marketing activities in any cirumstance. On occasion, we may need to provide your name and delivery address to third parties that we may use for the purposes of delivering specific services to you (e.g., customer support.). We will not provide any of your personal information to other companies or individuals for marketing purposes without your permission.
The Client shall pay the price for the Services as set out in the Schedule. An initial payment is required before any set-up work is carried out. Blue Light Host invoices for regular payments monthly in advance, unless otherwise agreed in writing.
The price for the Service covers Bandwidth as stated in the Schedule. If the Client exceeds this limit then Blue Light Host reserves the right to make additional charges for usage above the limit at its then prevailing charge rate.
All prices quoted to the Client for the provision of services by Blue Light Host are exclusive of any value added tax (VAT) for which the Client may be additionally liable at the applicable rate.
The price and all other amounts due under the Schedule shall be paid by the Client by the due date as specified in Blue Light Host's invoice. Time for payment shall be of the essence. Payment shall only be deemed received by Blue Light Host upon receipt of cleared funds. Payment shall be made in full without any abatement, set off or deduction on any grounds. Blue Light Host reserves the right to suspend the Services in case of late payment. Any exercise by Blue Light Host of its right to suspend the Services in the case of late payment shall be without prejudice to any other of its rights under this agreement. Notwithstanding suspension of the Services by Blue Light Host the Client shall continue to pay the price for the Services in accordance with the terms of this Agreement until this Agreement is terminated in accordance with the terms of this Agreement. Blue Light Host understands and will exercise its statutory right to interest and debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 if not paid according to agreed terms.
In the event that the wholesale price that Blue Light Host pays for the Software changes, then the price for the Software charged to the Client may be varied at Blue Light Host’s discretion giving not less than 30 days’ notice to the client. Any increase cannot exceed proportionately the wholesale price increase.
Blue Light Host reserves the right to send overdue accounts to a debt collection agency. All charges involved in the collection of overdue accounts will be payable by the Client.
IP ADDRESS USAGE
iCloudHosting grants the Client licenses to use IP addresses, assigned to iCloudHosting, to enjoy access to the Services. iCloudHosting will license one IP address per server and from time to time may license additional IP addresses as the Client requests them. All licenses to use IP addresses are subject to:
1. The Client making bona fide use of available IP addresses.
2. The Client following best practices with regards to IP address conservation.
3. The Client providing accurate information to iCloudHosting insofar as the usage for the IP addresses licensed to the Client.
iCloudHosting reserves the right to terminate the license of any IP addresses assigned under this Agreement if the license conditions are broken ex facie, or in any event at its absolute discretion.
Blue Light Host is not in a position to assess any consequential loss which the Client may suffer as a result of any failure of the Services, or any other default on the part of Blue Light Host and it would be impractical and uneconomic for Blue Light Host to insure against such liability. Accordingly it is the responsibility of the Client to properly assess any consequential loss that it and/or its clients may suffer and to obtain and maintain adequate insurance in relation to such losses. The Client shall also ensure that it has adequate insurance cover in relation to any loss or damage which may be caused to Blue Light Host and/or its clients through the negligence or default of the Client, its employees, agents, or equipment. The Client shall, as and when requested, provide Blue Light Host with such evidence as Blue Light Host may require in relation to the Client's insurance.
The Client agrees to fully indemnify and keep Blue Light Host, its subsidiaries, affiliates, officers, partners and employees fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by it or them and arising from any of the following: (i) the Clients breach of this Agreement or its negligence or other act, omission or default; (ii) the operation or break down of any equipment or software owned or used by the Client but not the Hardware and/or Software; (iii) the Clients use or misuse of the Services; (iv) the Client infringing (whether innocently or knowingly) third party rights (including without limit IPRs).
Nothing in the Agreement shall exclude or limit the liability of Blue Light Host for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers.
The Client acknowledges that the allocation of risk in this Agreement reflects the price paid for the Services, Hardware and Software and that it is not within the control of Blue Light Host how or for what purposes they are used. If any exclusion or limit of liability in this Agreement is held to be invalid and Blue Light Host becomes liable for loss or damage that may lawfully be limited then such liability shall be limited to the amount paid by the Client for the Services.
Blue Light Host shall have no liability to the Client for any loss arising from any material, data or instructions supplied whether digitally or otherwise by the Client or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the Client or on its behalf.
No action, claim or demand arising out of or in connection with this Agreement may be brought by the Client against Blue Light Host more than three months after the cause of action has occurred.
Blue Light Host is not responsible for any delay, malfunction, non performance and/or other degradation of performance of any of the Services, Hardware or Software caused by or resulting from any alteration, modification and/or amendments due to changes and specifications requested or implemented by the Client whether or not beyond those already supplied.
Neither Blue Light Host nor anyone else who has been involved in the creation, production or supply of the Services, Hardware or Software shall be liable to the Client or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with this Agreement or the Services, Hardware or Software for any: (i) economic loss of any kind whatsoever, or (ii) loss of profit, data, business contracts, revenues or anticipated savings, or (iii) damage to the Client's reputation or goodwill, or (iv) loss resulting from any claim made by any third party, or (v) special, indirect or consequential loss or damage of any nature whatsoever, and the Client shall indemnify Blue Light Host from and against any claim which may be made against Blue Light Host in respect thereof. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for consequential or incidental damages and therefore the above may not apply to the Client.