General Terms of Service to May 2018
Last updated Tuesday, May 1, 2018
Please read these Terms carefully, as they set out our and your legal rights and obligations in relation to our domain name registration and web hosting services.
You should print a copy of these Terms for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our Website in future.
These Terms are available in the English language only.
If you have any questions or complaints about these Terms or our Services, please contact us.
Definitions and interpretation
1.1 In the Agreement:
“Affiliate” means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual;“Agreement”means the agreement between the Company and the Customer incorporating these Terms and the Customer Order and any amendments to it from time to time;“Business Day”means any week day, other than a bank or public holiday in England;“Business Hours”means between 09:00 and 17:30 UTC on a Business Day;“Cloud Services”means those specific services selected by the Customer on the Customer Order for provision by the Company under these Terms and shall include all modifications, updates and extensions of those services made in accordance with these Terms;“Charges”means the amounts payable by the Customer to the Company under or in relation to the Agreement (as set out in the Customer Order);“Company”means NETISTRAR, a limited company incorporated in England and Wales (registration number 08735583 having its registered office at Repton House, Bretby Business Park, Bretby, Derbyshire DE15 0YZ;“Confidential Information”means: any information supplied (whether supplied in writing, orally or otherwise) by one party to the other party marked as “confidential”, described as “confidential” or reasonably understood to be confidential;“Control”means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);“Customer”means the customer for Services under the Agreement specified in the relevant Customer Order;“Customer Order”means the form on the Company’s website enabling users to sign up as Customers;“Effective Date”means the date when the Agreement comes into force in accordance with Clause [2.3];“Force Majeure Event”means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);“Hosted Materials”means all websites, web applications, software, information, data, databases and other works and materials stored, transmitted, published or processed using the Services;“Intellectual Property Rights”means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);“Malware”means any code or device intended to interfere with or having the effect of interfering adversely with, the operation of any hardware or software;“Minimum Term”means the period of 1 Year starting on the Effective Date;“Personal Data”has the meaning given to it in the Data Protection Act 1998;“Prohibited Content”means: (a) material which breaches any applicable laws, regulations or legally binding codes, or infringes any third party Intellectual Property Rights or other third party rights, or may give rise to any form of legal action against the Company or the Customer or any third party;
(b) messages or communications which are offensive, abusive, indecent or obscene, are likely to cause annoyance, inconvenience or anxiety to another internet user, or constitute spam or bulk unsolicited mail;
“Resources”means the resources selected in the Customer Order;“Services”means the services provided under the Agreement, which may include Cloud Hosting, email services, domain name services, SSL services, support services, configuration and management services such as integration with third party services, as specified in the Customer Order;“Start Date”means the date specified as such in the Customer Order;“Term”means the term of the Agreement; and”Year”means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or on any anniversary of the Effective Date.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilised in the Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.
2. The Agreement
2.1 In order to apply to become a Customer, the applicant must complete and submit the Customer Order.
2.2 If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant at the review stage before the Customer Order is submitted.
2.3 This Agreement will come into force if and when the Company sends to the Customer an acceptance email, following the submission of a completed Customer Order by the Customer.
2.4 This Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause 20.
3. Implementation and transition
3.1 The Company will make available the Services on or before the Start Date.
3.2 At the request of the Customer, the Company will:
(a) where the Company holds any Customer website(s) on its development servers, transfer such website(s) from its development servers; or
(b) use reasonable endeavours to assist with the transition of any Customer website(s) from any third party host.
4. Cloud Services
4.1 This Clause 4 applies where the Company agrees to make available to the Customer Cloud Services including but not limited to virtual hosting, and/or integration with third party website builders and hosting packages.
4.2 The Supplier shall make available the Cloud Services as set out in the Customer Order.
4.3 The Company may make available to the Customer the ability to access, update or amend the Hosted Materials if specified in the Customer Order.
4.4 For the avoidance of doubt, the Customer may have administration rights in relation to certain Cloud Services as specified in the Customer Order, and the Company may refuse any request to change the configuration of a Cloud Service at its sole discretion.
4.5 Charges payable in respect of shared hosting will be as specified on the Customer Order.
4.6 The Customer agrees to the terms of any applicable third party provider’s Cloud Services agreement (as amended from time to time).
5. Email services
5.1 This Clause 5 applies where the Company agrees to provide to the Customer email forwarding or management of third party email services.
5.2 The Company will provide email forwarding and management of third party email services to the Customer, as specified in the Customer
Order. 5.3 Charges payable in respect of email services will be as specified on the Customer Order / as agreed between the Company and the Customer.
5.4 The Customer agrees to the terms of any applicable third party email provision agreement (as amended from time to time): [insert url].
6. Domain name registration
7. SSL certificates
7.1 Subject to the payment of the applicable Charges in advance, the Company will attempt to obtain SSL certificates that the Customer specifies in the Customer Order. SSL certificate orders will be subject to the provisions of this Clause 7.
7.2 Charges in respect of SSL certificates are non-refundable.
7.3 SSL certificates will be subject to periodic fees as stated on the Company website or control panel from time to time.
7.4 The Customer warrants that the information submitted for the purposes of an SSL certificate is current, accurate and complete.
7.5 The Customer undertakes to keep the information required for the purposes of an SSL certificate up-to-date.
7.6 The Customer agrees to the terms of the applicable SSL subscription agreement (as amended from time to time).
7.7 Charges payable in respect of SSL certificates will be as specified on the Customer Order / as agreed between the Company and the Customer.
8.1 This Clause 8 applies where the Company agrees to provide to the Customer support services.
8.2 The Company will make available support services as specified in the Customer Order, on Business Days between the hours of 9.00 am and 5.00 pm UTC a telephone helpdesk facility for the purpose of providing support to the Customer (and the Company’s other customers). The Company will use reasonable endeavours to respond to requests for support by the end of the next Business.
8.3 The Customer must make all requests for support services through the contact details specified in the Customer Order.
8.4 The Company will use reasonable endeavours to resolve issues raised by the Customer promptly.
8.5 Where the Customer has specified back-up services in the Customer Order, the Company will use reasonable endeavours to make back-ups of the items, at the frequency and retain for the periods specified in the Customer Order.
8.6 Charges payable in respect of support services will be as specified on the Customer Order.
9. Services: general provisions
9.1 The Customer’s utilisation of Resources must not exceed any limits set out on the Customer Order. If the Customer’s utilisation of Resources exceeds such limits, the Customer will be deemed to be in material breach of the Agreement for the purposes of Clause 20.
9.2 The Company may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs, or to take appropriate measures to contain cyberattacks including but not limited distributed denial of service attacks (DDoS). Subject to this, the Company will use reasonable endeavours to maintain the Services at the availability level specified on the Customer Order.
10. Customer Responsibilities
10.1 The Customer will provide the Company with all co-operation, information and documentation reasonably required for the provision of the Services, and the Customer will be responsible for procuring any third party co-operation reasonably required for the provision of the Services.
10.2 The Services are provided to the Customer only, and the Customer may not resell the Services to any third party unless the Customer has opted for a reseller element in the Customer Order.
10.3 The Customer will be responsible for obtaining suitable licences of third party software (such as email client software) which are required for the full use of the Services.
10.4 It is the Customer’s responsibility to keep any passwords relating to the Services confidential, and to change such passwords on a regular basis. The Customer will notify the Company immediately if it becomes aware that a password relating to the Services is or may have been compromised or misused.
10.5 If the Customer is acting as a reseller, as specified in the Customer Order, the Customer will procure that all those to whom the Customer resells the Services will enter into an agreement for each of the Services which matches the rights and obligations set out in this Agreement, save that such sub-agreements will prohibit further reselling of the Services, and into any relevant third party agreements.
11. Acceptable Use
11.1 The Customer must not use any of the Services: (a) to host, store, send, relay or process any Prohibited Content;
(b) for any purpose which is unlawful, fraudulent, or infringes any third party rights;
© in any way which may put the Company in breach of a contractual or other obligation owed by the Company to any internet service provider or any other third party;
(d) to create, store, access, transfer to any third party or otherwise distribute any Malware.
11.2 The Customer acknowledges that the Company does not purport to monitor the content of Hosted Materials or the use of the Services. 11.3 Where the Company reasonably suspects that there has been a breach of the provisions of this Clause 11, the Company may: (a) delete or amend the relevant Hosted Materials; and/or
(b) suspend any or all of the Services and/or the Customer’s access to any or all Services while it investigates the matter.
11.4 Any breach by the Customer of this Clause 11 will be deemed to be a material breach of the Agreement for the purposes of Clause 20.
12. Consumer rights
12.1. If the Customer is buying as a consumer (i.e., not within the course of your business), ordinarily the law gives a right for consumers cancel the Contract at any time within 14 working days after the contract has been entered into.
12.2. The nature of certain Services provided under this Agreement (including but not limited to domain name registration, SSL certificates) are such that by placing the Customer Order for the Services, the Customer gives express consent to the Company starting supply of the Services before the end of the cancellation period set out in Clause 12.1. The Customer hereby acknowledges that the Customer will lose the right to cancel the Contract.
12.3. This provision does not otherwise affect the Customer’s statutory rights, if acting as a consumer.
12.4. If the Customer is buying as a consumer, once the Contact has been formed the Customer may cancel the Contract for the unexpired term of any Hosting Service you have purchased.
12.5. To exercise the right to cancel the Hosting Services, the Customer who is buying as a consumer must give notice of cancellation to the Company within 30 days of the Effective Date. In such circumstances, the Company will provide a refund of the fees for the unexpired term of the Hosting Service, less any services you have consumed. We will refund the price you have paid to the credit card, debit card or other account used to make the relevant payment.
13. Charges and payment
13.1 The Company will issue invoices for the Charges to the Customer
(a) For one-off Services, such as domain name registration, SSL Certificates, on or before the relevant dates set out on the Customer Order;
(b) For recurring services such as Cloud Services, monthly in advance during the Term
13.2 The Customer will pay the Charges to the Company (a) on or before the dates set out on the Customer Order.
(b) within 7 days of the date of issue of an invoice issued in accordance with Clause 13.1.
13.3 All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.
13.4 Charges must be paid by debit or credit card, direct debit, or bank transfer (using such payment details as are notified by the Company to the Customer from time to time).
13.5 If the Customer does not pay any amount properly due to the Company under or in connection with the Agreement, the Company may:
(a) charge the Customer interest on the overdue amount at the rate of 5% per year above the base rate of Lloyds Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
13.6 The Company may vary the Charges by giving to the Customer at least 30 days’ notice of variation.
13.7 The Company takes care to ensure that the Charges for all Services are correct. Genuine and honest mistakes can arise in respect Charges for some Services, due to rapid changes in the market and the reliance on third party services. As a result, the Charges for some Services may be incorrectly stated in our published materials from time to time. We deal with these situations accordingly:
(a) If the correct price for a Service for are less than the price stated on the Company’s website or control panel, the Charges will be the lower amount;
(b) If the correct price for a Service is higher than the price stated on the Company’s website or control panel, the Company will use reasonable efforts contact the Customer for instructions prior to accepting the Customer Order; and
© In the event that the Customer Order is concluded at the wrong price, the Customer shall pay to the Company the difference between the purchase price paid and the correct price.
14.1 The Customer warrants to the Company that it has the legal right and authority to enter into and perform its obligations under the Agreement.
14.2 The Company warrants to the Customer:
(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement; and
(b) that it will perform its obligations under the Agreement with reasonable care and skill.
14.3 The Company does not warrant that the Customer’s use of the Services will be uninterrupted or error-free or that it will meet the Customer’s specific requirements. The Company does not warrant that the Services are or will be interoperable with or capable of working in conjunction with any other software or hardware, for which the Customer take full responsibility.
14.4 All of the parties’ liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
15.1 The Customer hereby indemnifies and undertakes to keep indemnified the Company against all liabilities, losses, costs, expenses (including legal expenses and amounts paid upon advice in settlement of any legal action) arising out of or in connection with:
(a) any breach by the Customer of any term of the Agreement; and
(b) any activity upon, or any breach of security of, the Customer’s dedicated server.
16. Limitations and exclusions of liability
16.1 Nothing in the Agreement will: (a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
© limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law.
16.2 The limitations and exclusions of liability set out in this Clause 16 and elsewhere in the Agreement: (a) are subject to Clause 16.1;
(b) govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement [or any collateral contract], including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
© will not limit or exclude the liability of the parties under the express indemnities set out the Agreement.
16.3 The Company will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
16.4 The Company will not be liable for any loss of business, contracts or commercial opportunities.
16.5 The Company will not be liable for any loss of or damage to goodwill or reputation.
16.6 The Company will not be liable in respect of any loss or corruption of any data, database or software.
16.7 The Company will not be liable in respect of any special, indirect or consequential loss or damage.
16.8 The Company will not be liable for any losses arising out of a Force Majeure Event.
16.9 The Company’s liability in relation to any event or series of related events will not exceed the greater of:
(a) £10; and
(b) the total amount paid and payable by the Customer to the Company under the Agreement during the 12 month period immediately preceding the event or events giving rise to the claim.
16.10 The Company’s aggregate liability under the Agreement and any collateral contracts will not exceed the greater of:
(a) £100; and
(b) the total amount paid and payable by the Customer to the Company under the Agreement.
17. Data protection
17.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under the Agreement, and that the processing of that Personal Data by the Company for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the Data Protection Act 1998).
17.2 The Company warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Company on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Company on behalf of the Customer.
18. Intellectual Property Rights
18.1 The Company or its licensors shall retain ownership of all Intellectual Property Rights in the Services and in any materials created by the Company in the course of providing the Services, whether those materials are provided to the Customer or not.
18.2 Each party grants to the other for the Term a non-exclusive licence to use any software, materials and data strictly limited to the extent necessary to enable that party to make the use of such software, materials or data to exercise the rights and perform the obligations of each party as set out in this Agreement.
18.3 The Customer shall comply with the licences set out in this Clause 18 and any other licences of Intellectual Property set out in third party agreements for elements of the Services.
19.1 Each party will keep confidential the Confidential Information of the other party, and will not disclose that Confidential Information except as expressly permitted by this Clause 19.
19.2 Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.
19.3 The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
19.4 These obligations of confidentiality will not apply to Confidential Information that:
(a) has been published or is known to the public (other than as a result of a breach of the Agreement);
(b) is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or
© is required to be disclosed by law, or by an order (binding upon the relevant party) of a competent governmental authority, regulatory body or stock exchange.
20.1 Either party may terminate the Agreement at any time by giving at least 30 days’ written notice to the other party expiring at any time after the end of the Minimum Term.
20.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) commits any material breach of any term of the Agreement; or
(b) fails to pay any amount due under the Agreement in full and on time.
20.3 Either party may terminate the Agreement immediately by giving written notice to the other party if: (a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
© an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
21. Effects of termination
21.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 13.5, 15, 16, 19.1 to 19.4, 21 and 22.3 to 22.12.
21.2 Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.
21.3 Termination of the Agreement will not entitle the Customer to any refund of Charges on termination, and will not release the Customer from any obligation to pay Charges to the Company.
21.4 Following Termination of the Agreement, the Company will immediately and permanently delete from its systems any and all data that the Company holds or hosts in relation to the Services, other than data we are obliged to retain as a result of statutory or other legal obligations.
22.1 Any notice given under the Agreement must be in writing and must be delivered personally, sent by pre-paid first class or airmail post, or sent by email, for the attention of the relevant person, and to the relevant address, or email address given below in the case of the Company or specified on the Customer Order in the case of the Customer (or as notified by one party to the other in accordance with this Clause).
The Company Customer Support Department Netistrar Limited Repton House, Bretby Business Park, Bretby, Derbyshire DE15 0YZ
Support [at ] netistrar.com
22.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by first class post, 48 hours after posting;
© where the notice is sent by airmail (where the Customer’s address is outside the UK), 5 days after posting; and
(d) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
22.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
22.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
22.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
22.6 We may make changes to these Terms from time to time. We may notify you of such changes by any reasonable means, including by posting the revised version of these Terms on our website or control panel. You can determine when we last changed these Terms by referring to the ‘LAST UPDATED’ statement above. Your use of our Services following changes to these Terms will constitute your acceptance of those changes.
22.7 The Company may freely assign its rights and obligations under the Agreement without the Customer’s consent. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.
22.8 The Company may subcontract any of its obligations under the Agreement to any third party.
22.9 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under the Agreement.
22.10 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
22.11 The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to Clause 16.1, each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.
22.12 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.