These Terms of Service (the “Agreement”) are an agreement between Hosting Made Easy (“Hosting Made Easy” or “us” or “our”) and you (“User” or “you” or “your”). This Agreement sets forth the general terms and conditions of your use of the products and services made available by Hosting Made Easy and of the hosting-made-easy.co.uk website (collectively, the “Services”). By using the Services, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Services.
This document is the contract between You and Hosting Made Easy.
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
“Business Day” means any weekday other than a bank or public holiday in England;
“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
“Charges” means the following amounts:
(a) the amounts specified in Section 4 of the Services Order Form;
“Contract” means a contract made under these Terms and Conditions between Hosting Made Easy and the Customer;
“Customer” means the person or entity identified as such in Section 1 of the Services Order Form;
“Customer Confidential Information” means any information disclosed by the Customer to Hosting Made Easy during the Term (whether disclosed in writing, orally or otherwise) that, at the time of disclosure, was marked as confidential, was described by the Customer as confidential, or should have been reasonably understood by Hosting Made Easy to be confidential;
“Customer Personal Data” means any Personal Data that is processed by Hosting Made Easy on behalf of the Customer in relation to the Contract, but excluding [personal data] with respect to which Hosting Made Easy is a data controller;
“Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
“Effective Date” means the date upon which the parties execute a hard-copy Services Order Form; or, following the Customer completing and submitting the online Services Order Form published by Hosting Made Easy on Hosting Made Easy’s website, the date upon which Hosting Made Easy sends to the Customer an order confirmation;
“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 the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Host” means Hosting Made Easy of Union House, 111 New Union Street, Coventry, CV1 2NT;
“Hosted Data” means all data, works and materials: uploaded to or stored on the Hosting Platform by the Customer, or by any third party using any software made available by means of the Hosting Platform; transmitted by the Hosting Platform at the instigation of the Customer, or at the instigation of any third party using any software made available by means of the Hosting Platform; or supplied by the Customer to Hosting Made Easy for uploading to, transmission by or storage on the Hosting Platform;
“Hosting Platform” means the platform managed by Hosting Made Easy and used by the Host to provide the Hosting Services, including the application, database, system and server software used to provide the Hosting Services, and the computer hardware on which that application, database, system and server software is installed;
“Hosting Services” means the registering of Domain Names and the hosting of the website(s) identified in Section 3 of the Services Order Form in accordance with the technical requirements specified therein;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Minimum Term” means, in respect of the Contract, the period specified in Section 2 of the Services Order Form;
“Personal Data” has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;
“Services Order Form” means an online order form published by Hosting Made Easy and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;
“Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and
“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions, Schedule 1 (Acceptable Use Policy) and the Services Order Form, including any amendments to that documentation from time to time.
2.1 The Contract shall come into force upon the Effective Date.
2.2 The Contract shall continue in force indefinitely, subject to termination in accordance with Clause 16.
2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.
- Implementation of Hosting Services
3.1 Hosting Made Easy shall implement the Hosting Services within 1 Business Day of the payment being received.
3.2 Hosting Made Easy covers free initial migration from your previous host of up to 5 cPanel accounts. This service is limited to cPanel/WHM to Interworx transfers or Interworx to Interworx Transfers. We offer basic troubleshooting after account migration to ensure things have been transferred successfully. Hosting Made Easy does not cover 3rd party script troubleshooting. It is your responsibility to ensure your scripts are compatible with our server environment.
- Hosting Services
4.1 Hosting Made Easy shall provide the Hosting Services to the Customer from the date of implementation of the Hosting Services until the end of the Term.
4.2 Hosting Made Easy shall use best endeavours to maintain the availability of the Hosting Services to the Customer during the relevant period, but does not guarantee 100% availability.
4.3 Hosting Made Easy may from time to time suspend the Hosting Services for the purposes of scheduled maintenance, providing that such scheduled maintenance must be carried out in accordance with this Clause 4.
4.4 Hosting Made Easy shall ensure that all scheduled maintenance is carried out outside Business Hours.
4.5 Limits in respect of the storage capacity, bandwidth and processor utilisation for the Hosting Services are set out in Section 3 of the Services Order Form. The Customer acknowledges that Hosting Made Easy may use technical measures to enforce those limits. If, nonetheless, the Hosting Services exceed those limits, the parties shall endeavour to agree a suitable variation to these Terms and Conditions; and if the parties cannot agree such a variation within a reasonable period (being not more than 10 Business Days) following notice from Hosting Made Easy to the Customer requesting such variation, and resource utilisation continues to exceed those limits, the Customer shall be deemed to be in material breach of the Contract.
4.6 All use of hosting space provided by Hosting Made Easy is subject to the terms of this Agreement and the Acceptable Use Policy. Shared hosting space may only be used for web files, active email and content of User Websites. Shared hosting space may not be used for storage (whether of media, emails, or other data), including, as offsite storage of electronic files, email or FTP hosts. Hosting Made Easy expressly reserves the right to review every shared account for excessive usage of CPU, disk space and other resources that may be caused by a violation of this Agreement or the Acceptable Use Policy. Hosting Made Easy may, in our sole discretion, terminate access to the Services, apply additional fees, or remove or delete User Content for those accounts that are found to be in violation of Hosting Made Easy’s terms and conditions.
4.7 The Customer acknowledges that the Hosting Services may be interrupted as a result of a hardware failure and that Hosting Made Easy will not be in breach of the Contract or otherwise liable to the Customer by virtue of such interruption, providing that Hosting Made Easy must use best endeavours to remedy the interruption as soon as reasonably practicable.
4.8 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosting Services with the authority of the Customer comply with Schedule 1 (Acceptable Use Policy).
4.9 The Customer must not use the Hosting Services for any purpose which is illegal, unlawful, fraudulent or infringes any third party’s legal rights, or in any way which is liable to put Hosting Made Easy in breach of a contractual obligation owed by Hosting Made Easy to any third party infrastructure, network or telecommunications service provider.
4.10 The Hosting Services are provided to the Customer only and the Customer must not resell or sub-license the Hosting Services to any third party.
4.11 For the avoidance of doubt, the Customer has no right to administrative or other privileged access to the Hosting Platform or to the software code (including object code, intermediate code and source code) of the Hosting Platform, either during or after the Term.
4.12 Hosting Made Easy may suspend the provision of the Hosting Services if any amount due to be paid by the Customer to Hosting Made Easy under the Contract is overdue, and Hosting Made Easy has given to the Customer at least 7 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosting Services on this basis.
4.13 Hosting Made Easy reserves the right to decline Your order and to refuse to provide services to You, either in part or as a whole.
5.1 Hosting Made Easy shall make available, during Business Hours, a live chat window and ticketing system, and Out of Business Hours a 24/7 a support ticketing system for the purpose of providing support to the Customer in relation to the Hosting Services (and providing support to Hosting Made Easy’s other customers).
Hosting Made Easy will not support any of the Reseller account customers, and any ticket requests will be redirected back to the Reseller in question.
- Customer obligations
6.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to Hosting Made Easy, or procure for Hosting Made Easy, such:
(a) co-operation, support and advice;
(b) information and documentation; and
(c) governmental, legal and regulatory licences, consents and permits,
as are reasonably necessary to enable Hosting Made Easy to perform its obligations under the Contract.
6.2 Save as expressly provided in these Terms and Conditions, the Customer shall be responsible for obtaining and where relevant paying for any licences of third party software that may be required for the use of the Hosting Services.
6.3 The Customer shall be responsible for ensuring that its passwords relating to the Hosting Services are securely constructed, kept securely and not disclosed to any unauthorised person; and the Customer must notify Hosting Made Easy as soon as practicable if the Customer becomes aware that any password relating to the Hosting Services has been or may have been compromised or misused.
- Hosted Data
7.1 The Customer hereby grants to Hosting Made Easy a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Hosted Data to the extent reasonably required for the performance of Hosting Made Easy’s obligations and the exercise of Hosting Made Easy’s rights under the Contract, together with the right to sub-license these rights to its own hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Hosting Made Easy’s obligations and the exercise of Hosting Made Easy’s rights under the Contract.
7.2 The Customer warrants to Hosting Made Easy that the Hosted Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
7.3 If Hosting Made Easy reasonably suspects that any element of the Hosted Data breaches Clause 7.2, or breaches any provision of Schedule 1 (Acceptable Use Policy), Hosting Made Easy may edit or delete the relevant Hosted Data to the extent reasonably necessary to ensure that it no longer breaches that provision.
7.4 Hosting Made Easy shall create a back-up copy of the Cloud Hosted and Reseller Data at least daily, shall ensure that each such copy is sufficient to enable Hosting Made Easy to restore the Hosting Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 14 days.
7.5 Within the period of 1 Business Day following receipt of a written request from the Customer, Hosting Made Easy shall use all reasonable endeavours to restore to the Hosting Platform the Hosted Data stored in any back-up copy created and stored by Hosting Made Easy in accordance with Clause 7.4. The Customer acknowledges that this process will overwrite the Hosted Data stored on the Hosting Platform prior to the restoration.
7.6 Save to the extent expressly provided otherwise in these Terms and Conditions, the Customer shall be responsible for creating and maintaining back-ups of the Hosted Data and any other relevant data relating to the Hosting Services, and if necessary, for restoring such data to the Hosting Platform.
7.7 Upon the date of effective termination of the Contract, Hosting Made Easy shall make available to the Customer for download an electronic copy of the Hosted Data (as constituted upon that date). Hosting Made Easy shall however have no obligations under this Clause 7.7 to make available such Hosted Data if any amounts payable by the Customer to Hosting Made Easy under the Contract are due but unpaid upon that date. The Customer acknowledges that whilst Hosting Made Easy may delete the Hosted Data from its computer systems following termination, Hosting Made Easy may also retain such Hosted Data after termination for legal compliance and/or technical reasons, subject in each case to the other provisions of the Contract.
- No assignment of Intellectual Property Rights
8.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Hosting Made Easy to the Customer, or from the Customer to Hosting Made Easy.
9.1 The Customer shall pay the Charges to Hosting Made Easy in accordance with these Terms and Conditions.
9.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.
9.3 Hosting Made Easy may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation expiring on any anniversary of the date of execution of the Contract, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds 2% over the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 9.3 (or, if no such variation has occurred, since the date of execution of the Contract), in the Retail Prices Index (all items) published by the UK Office for National Statistics.
10.1 Hosting Made Easy shall issue invoices for the Charges to the Customer 7 days before payment is due.
10.2 The Customer must pay the Charges to Hosting Made Easy within the period of 7 days following the issue of an invoice in accordance with this Clause 10.
10.3 The Customer must pay the Charges by debit card, credit card or direct debit (using such payment details as are notified by Hosting Made Easy to the Customer from time to time).
10.4 An invoice is considered overdue when 24hrs or more has passed since the due date listed on the invoice.
10.5 If You pay by PayPal, you are responsible for ensuring the correct payment is sent to us and at the right time. You are also responsible for ensuring that you successfully submit payment.
10.6 Overpayments as a result of a PayPal subscription that has not been cancelled can only be refunded if the payments are not more than 45 days old.
10.7 Overpayments that are over 45 days old will be added as account credit
10.8 Funds added as account credit are not refundable
10.9 Funds added to the domain reseller are not refundable.
10.10 If you are using our domain reseller account services, and cancel your account, the domain reseller account will be suspended and any funds loaded in the domain reseller will be forfeited. Any domains in the domain reseller will also be forfeited. The customer is thus responsible for transferring any domains away from our domain reseller before terminating an account with us.
10.11 If you have a credit card on file, you authorise Hosting Made Easy to automatically charge the card upon due date.
10.12 If you have a credit card on file, but your primary method of payment is not credit card, and your account is overdue, you authorise Hosting Made Easy to charge the credit card it has on file.
10.13 If the Customer does not pay any amount properly due to Hosting Made Easy under these Terms and Conditions, Hosting Made Easy may charge the Customer interest on the overdue amount at the rate of 2% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month). Hosting Made Easy acknowledges and agrees that it shall have no right to claim interest or statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and that its contractual rights under this Clause 10.4 constitute a substantial remedy within the meaning of that Act.
- Host’s confidentiality obligations
11.1 Hosting Made Easy must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as Hosting Made Easy uses to protect Hosting Made Easy’s own confidential information of a similar nature, being at least a reasonable degree of care; and
(d) act in good faith at all times in relation to the Customer Confidential Information.
11.2 Notwithstanding Clause 11.1, Hosting Made Easy may disclose the Customer Confidential Information to Hosting Made Easy’s officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
11.3 This Clause 11 imposes no obligations upon Hosting Made Easy with respect to Customer Confidential Information that:
(a) is known to Hosting Made Easy before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of Hosting Made Easy; or
(c) is obtained by Hosting Made Easy from a third party in circumstances where Hosting Made Easy has no reason to believe that there has been a breach of an obligation of confidentiality.
11.4 The restrictions in this Clause 11 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Hosting Made Easy on any recognized stock exchange.
11.5 The provisions of this Clause 11 shall continue in force for a period of 5 years following the termination of the Contract, at the end of which period they will cease to have effect.
- Data protection
12.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
12.2 The Customer warrants to Hosting Made Easy that it has the legal right to disclose all Personal Data that it does in fact disclose to Hosting Made Easy under or in connection with the Contract.
12.3 The Customer shall only supply to Hosting Made Easy, and Hosting Made Easy shall only process, in each case under or in relation to the Contract, the Personal Data of Name, Work and/or Home Address, Work and/or Personal E-mail Address, Work and/or Personal Telephone Number, Age, Payment Method, Client Pin Number (not related to bank or payment details); and Hosting Made Easy shall only process the Customer Personal Data for the following purposes: Providing Hosting Services.
12.4 Hosting Made Easy shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 12.
12.5 Hosting Made Easy shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
12.6 Hosting Made Easy shall promptly inform the Customer if, in the opinion of Hosting Made Easy, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
12.7 Notwithstanding any other provision of the Contract, Hosting Made Easy may process the Customer Personal Data if and to the extent that Hosting Made Easy is required to do so by applicable law. In such a case, Hosting Made Easy shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.
12.8 Hosting Made Easy shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
12.9 Hosting Made Easy and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
12.10 Hosting Made Easy must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, Hosting Made Easy shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Contract on 7 days’ written notice to Hosting Made Easy, providing that such notice must be given within the period of 7 days following the date that Hosting Made Easy informed the Customer of the intended changes. Hosting Made Easy shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on Hosting Made Easy by this Clause 12.
12.11 As at the Effective Date, Hosting Made Easy is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the following third parties: Enom, ResellerClub, NetEarthOne, WHMCS.
12.12 Hosting Made Easy shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
12.13 Hosting Made Easy shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. Hosting Made Easy may charge the Customer at its standard time-based charging rates for any work performed by Hosting Made Easy at the request of the Customer pursuant to this Clause 12.13.
12.14 Hosting Made Easy must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 24 hours after Hosting Made Easy becomes aware of the breach.
12.15 Hosting Made Easy shall make available to the Customer all information necessary to demonstrate the compliance of Hosting Made Easy with its obligations under this Clause 12 and the Data Protection Laws. Hosting Made Easy may charge the Customer at its standard time-based charging rates for any work performed by Hosting Made Easy at the request of the Customer pursuant to this Clause 12.15, providing that no such charges shall be levied with respect to the completion by Hosting Made Easy (at the reasonable request of the Customer, not more than once per calendar year) of the standard information security questionnaire of the Customer.
12.16 Hosting Made Easy shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
12.17 Hosting Made Easy shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of Hosting Made Easy’s processing of Customer Personal Data with the Data Protection Laws and this Clause 12. Hosting Made Easy may charge the Customer at its standard time-based charging rates for any work performed by Hosting Made Easy at the request of the Customer pursuant to this Clause 12.17, providing that no such charges shall be levied where the request to perform the work arises out of any breach by Hosting Made Easy of the Contract or any security breach affecting the systems of Hosting Made Easy.
12.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Contract, then the parties shall use their best endeavours promptly to agree such variations to the Contract as may be necessary to remedy such non-compliance.
13.1 Hosting Made Easy shall provide the Hosting Services in accordance with the standards of skill and care reasonably expected from a leading service provider in Hosting Made Easy’s industry.
13.2 Hosting Made Easy warrants to the Customer that:
(a) Hosting Made Easy has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) Hosting Made Easy will comply with all applicable legal and regulatory requirements applying to the exercise of Hosting Made Easy’s rights and the fulfilment of Hosting Made Easy’s obligations under these Terms and Conditions; and
(c) Hosting Made Easy has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
13.3 The Customer warrants to Hosting Made Easy that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
13.4 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
- Limitations and exclusions of liability
14.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 14.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
14.3 Hosting Made Easy shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
14.4 Hosting Made Easy shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
14.5 Hosting Made Easy shall not be liable to the Customer in respect of any loss of revenue or income.
14.6 Hosting Made Easy shall not be liable to the Customer in respect of any loss of use or production.
14.7 Hosting Made Easy shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
14.8 Hosting Made Easy shall not be liable to the Customer in respect of any loss or corruption of any data, database or software; providing that this Clause 14.8 shall not protect Hosting Made Easy unless Hosting Made Easy has fully complied with its obligations under Clause 7.4 and Clause 7.5.
14.9 Hosting Made Easy shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
- Force Majeure Event
15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
15.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
16.1 Either party may terminate the Contract by giving to the other party not less than 30 days’ written notice of termination, expiring after the end of the Minimum Term.
16.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party commits any breach of the Contract, and the breach is not remediable;
(b) the other party commits a breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
16.3 Either party may terminate the Contract immediately by giving written notice of termination 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;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
16.4 Hosting Made Easy may terminate the Contract immediately by giving written notice to the Customer if:
(a) any amount due to be paid by the Customer to Hosting Made Easy under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) Hosting Made Easy has given to the Customer at least 7 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 16.4.
- Effects of termination
17.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.10, 7.7, 10.2, 10.4, 11, 12.1, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 12.10, 12.11, 12.12, 12.13, 12.14, 12.15, 12.16, 12.17, 12.18, 14, 17, 18 and 19.
17.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.
17.3 Within 30 days following the termination of the Contract for any reason:
(a) the Customer must pay to Hosting Made Easy any Charges in respect of Hosting Services provided to the Customer before the termination of the Contract; and
(b) Hosting Made Easy must refund to the Customer any Charges paid by the Customer to Hosting Made Easy in respect of Hosting Services that were to be provided to the Customer after the termination of the Contract,
without prejudice to the parties’ other legal rights.
18.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
18.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
18.3 The Customer hereby agrees that Hosting Made Easy may assign Hosting Made Easy’s contractual rights and obligations under the Contract to any successor to all or a substantial part of the business of Hosting Made Easy from time to time. The Customer must not without the prior written consent of Hosting Made Easy assign, transfer or otherwise deal with any of the Customer’s contractual rights or obligations under the Contract.
18.4 The Contract 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 Contract are not subject to the consent of any third party.
18.5 Subject to Clause 14.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
18.6 The Contract shall be governed by and construed in accordance with English law.
18.7 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.
19.1 In these Terms and Conditions, 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.
19.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
19.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
19.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.