Website Hosting Terms & Conditions

1. DEFINITIONS

1.1. In this document the following words shall have the following meanings:

1.2. “Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document;

1.3. “Customer” means the organisation or person who purchases services from the Supplier;

1.4. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.5. “Service Level Agreement” means the Supplier’s standard Service Level Agreement for Managed Hosting that describes the service being provided and the service level guarantees as set out in Schedule 1 of this Agreement;

1.6. “Specification Document” means a statement of work, quotation or other similar document describing the services to be provided by the Supplier;

1.7. “Supplier” means Zest Digital Ltd, Thomas House, Langford Locks, Kidlington, Oxfordshire, OX5 1HR.

1.8. “Special Conditions” mean any conditions the Supplier has agreed with the Customer in addition to this agreement, which will form an appendix to this agreement.

2. GENERAL

2.1. These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.

2.2. Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.

2.3. The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

3. PRICE AND PAYMENT

3.1. The price for the supply of services are as set out in the Specification Document.

3.2. All payments by the Customer shall be made by Pound Sterling (£) and without deduction or set off of any amount.

3.3. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are supplied.

3.4. The Supplier will charge a fee should the Customer wish to make payment by means of Debit or Credit card.

3.5. The Supplier does not accept payment by cheque, card or cash.

3.6. In the event of a Direct Debit collection being returned or rejected the Supplier will charge a fee of £25.

3.7. All invoices are due by direct debit for the period in advance, with the exception of server setup fees. Setup fees are due upon receipt of invoice and are required to be settled prior to the commencement of any services.

3.8. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England.

3.9. In the event that invoices remain unpaid for a period exceeding 7 days after the due date, the supplier has the right to suspend services provided to the customer without further notice. At this point the supplier will allow seven days for the customer to bring their account up to date, where the services will be reconnected subject to a reconnection fee. If after this seven days period the account has not been brought up to date, the remainder of the minimum contract term will immediately become due and payable.

4. SPECIFICATION OF THE SERVICES

All services shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.

5. COMMENCEMENT OF SERVICES

The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the services.

6. TITLE

For the avoidance of any doubt, title to the servers does not pass to the customer at the end of the agreement term.

7. CUSTOMER`S OBLIGATIONS

7.1. To enable the Supplier to perform its obligations under this Agreement the Customer shall:

7.1.1. co-operate with the Supplier;

7.1.2. provide the Supplier with any information reasonably required by the Supplier;

7.1.3. obtain all necessary permissions and consents which may be required before the commencement of the services; and

7.1.4. comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.

7.2. The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.

8. AMENDMENTS AND ADDITIONAL SERVICES

8.1. The parties may at any time prior to the commencement of services mutually agree upon and execute new Specification Documents. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed services and price and any other terms agreed between the parties.

8.2. The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.

8.3. Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

8.4. Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

8.5. The Supplier is entitled to change these Conditions from time to time and will display the changed Conditions at https://www.zestdigital.com/terms/website-hosting-terms-conditions/. The Supplier will give the Customer at least sixty (60) days notice of any such change, which shall take effect at the end of such sixty (60) day period.

8.6. Where the Supplier has given the Customer notice of a change to the Conditions in accordance with Clause 8.5, and such changes have a material adverse effect on the Customer, the Customer shall be entitled to terminate the Contract by giving the Supplier not less than thirty (30) days prior written notice to that effect, such notice to expire before the expiry of the 60 day notice period referred to in Clause 8.5.

9. WARRANTY

9.1. Whilst every attempt would be made in the unlikely event of any corruption or hardware failure, the supplier cannot guarantee to be able to replace lost data. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all Service interruptions caused by the supplier and its employees.

9.2. The supplier makes no warranties or representations that any Service will be uninterrupted or error-free. The customer should accept that all Services provided hereunder “as is” without warranty of any kind.

10. INDEMNIFICATION

Each party shall indemnify the other party against all claims, costs and expenses which the indemnified party may incur and which arise, directly or indirectly, from the other party’s breach of any of its obligations under this Agreement. The Supplier shall indemnify the Customer for any claims brought against the Customer alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.

11. CONFIDENTIALITY

The Supplier not at any time, without the prior written consent of the other Party, disclose or reveal any Confidential Information to any person or Party whatsoever and shall not send any Confidential Information, or cause the same to be sent by post, fax, telephone, video conferencing or electronic mail or by way of any other form of data transmission without the prior consent of the Customer.

12. LIMITATION OF LIABILITY

12.1. Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of each party to the other in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

12.2. In no event shall a party be liable to the other party for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or a party had been made aware of the possibility of the other party incurring such a loss.

12.3. Nothing in these Terms and Conditions shall exclude or limit each party’s liability for death or personal injury resulting from its negligence or that of its employees, agents or sub-contractors.

13. APPROPRIATE SERVICE USE

13.1. The supplier reserves the right to refuse Service and/or access to its servers and/or Services to anyone.

13.2. The supplier does not allow any content which breaches our Acceptable Use Policy to be stored on its servers:

13.3. Refusal of Service based on the content being contrary to our Acceptable Use Policy is entirely at the discretion of the supplier.

13.4. The supplier reserves the right to move the customers data to a different server with no previous notice.

14. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

15. INDEPENDENT CONTRACTORS

The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.

16. SEVERABILITY

In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. The supplier will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of the Supplier as reflected in the original provision.

17. DATA PROTECTION

17.1. Each party undertakes to the other that it will take all necessary steps to ensure that it operates at all times in accordance with the DPA and all related Applicable Law.

17.2. Without limiting Clause 14, if either party (the “Data Provider”) passes to the other party (the “Data Recipient”), or otherwise gives the Data Recipient access to, Personal Data under these Conditions:

17.2.1. The Data Recipient will not Process Personal Data held under the Contract except in accordance with the Contract or otherwise on the instructions of the Data Provider;

17.2.2. The Data Recipient will implement appropriate technical and organisational measures against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of or damage to Personal Data in compliance with the DPA;

17.2.3. The Data Recipient will only Process such Personal Data in accordance with the data protection principles set out in the DPA; and

17.2.4. The Data Recipient will comply promptly and in full with any request made by the Data Provider further to the Data Provider’s statutory obligations pursuant to the DPA.

18. NON-WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

19. NOTICES

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

20. TERMINATION

20.1. In order to terminate a contract the Customer is required to contact our accounts team (accounts@zestdigital.co) in writing detailing the contract number and description of services they wish to cancel and the reasons for the cancellation.

20.2. Cancellations that are submitted verbally, over the phone, or via instant message services are not accepted.

20.3. The Customer is required to provide a minimum of 30 days’ notice for a full billing period in writing. Where notice has been given within a calendar month this termination will be processed for the following next full billing period. (E.g. If the notice is served on the 7th of the month, the decommission date will be the final day of the following month).

20.4. Where the Customer chooses to terminate a contract that’s still in its initial term, the remaining balance of the contract will be due for payment in full. As part of the decommission process an invoice will be sent for the balance of the contract and is due for payment on the agreed decommissioning date.

20.5. If upon termination, the Customer wishes for the Supplier to provide a full copy of the Customers website files and database, the Supplier’s time will be chargeable for executing this action for a fixed fee of £350 + VAT.

21. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

22. NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

23. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.

24. DOMAINS

24.1. Where the Supplier purchases or manages the renewal of domains on the Customer’s behalf, the Supplier is acting as the Customers agent.

24.2. Where the Supplier purchases or manages the renewal of domains on the Customer’s behalf, the contract for the registration is between the Customer and the appropriate Naming Authority, and the Customer is bound by the Naming Authorities own terms and conditions. The Supplier uses Namecheap as it’s Naming Authority for the purchase of domains. Their terms and conditions can be seen here: https://www.namecheap.com/legal.aspx

24.3. Where the Supplier purchases or manages the renewal of domains on the Customer’s behalf, the Customer will be notified when their domain is due for renewal, and an invoice for the renewal issued. It is the responsibility of the Customer to pay this invoice promptly to allow the Supplier to complete the renewal. If the Customer does not pay for the renewal within five (5) working days of the renewal date, no claims or charges may be brought against the Supplier for any disruption to the clients website or business as a result of it not being renewed in time.

24.4. Where the Supplier purchases or manages the renewal of domains on the Customer’s behalf, the Supplier cannot guarantee that they will be able to register any requested name and that until the Supplier provides specific confirmation of registration, the client cannot assume that the registration has been effected.

24.5. Where the Supplier purchases or manages the renewal of domains on the Customer’s behalf, the Supplier provides no warranty that the Internet Domain Name requested will not infringe such rights of any third party and the Customer agrees to indemnify the Supplier in respect of any such infringements.

24.6. Where the Customer purchases or manages the renewal of their own domain(s), the Customer has full responsibility for its renewal, and no claims or charges may be brought against the Supplier for any disruption to the Customers website or business as a result of the Customer failing to renew it.

25. IP ADDRESSES

25.1. The Supplier shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP addresses.

25.2. Where the Supplier changes or removes any IP address it shall use its reasonable endeavours to avoid any disruption to the Customer.

ACCEPTABLE USE POLICY

The Suppliers Acceptable Use Policy has been formulated with the following goals in mind:

  • to ensure security, reliability and integrity of the Suppliers systems and network, the systems and networks of the Suppliers customers and the networks and systems of others.
  • to avoid situations that may cause the Supplier to incur civil liability.
  • to maintain the image and reputation of the Supplier as a responsible provider.
  • to preserve the value of Internet resources as a conduit for free expression.
  • to encourage the responsible use of net resources, discouraging practices which degrade the usability of network resources and thus the value of Internet services.
  • to preserve the privacy and security of individual users.

The Acceptable Use Policy below defines the actions which the Supplier considers to be abusive, and thus, strictly prohibited. The examples named in this list are non-exclusive, and are provided solely for guidance to the Suppliers customers. If you are unsure whether any contemplated use or action is permitted, please send mail to help@zestdigital.com and we will assist you.

Please note that the actions listed below are also not permitted from the Supplier network or remotely to the the Supplier network from any other network.

1. General Conduct

1.1. Customers are prohibited from transmitting on or through any of the Suppliers services, any material that is, in the Suppliers sole discretion, unlawful, threatening, abusive, libellous, hateful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law.

1.2. The Suppliers services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of United Kingdom laws, or by the common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or any other statute. The Supplier reserves the right to remove such illegal material from its servers.

1.3 The customer is responsible for keeping his billing data with The Supplier up-to-date and accurate. Furnishing false data upon signup, contract, or online application, including fraudulent use of credit card numbers, is grounds for immediate termination, and may subject the offender to civil or criminal liability.

1.4 The resale of the Suppliers products and services is not permitted, unless specifically authorized and documented in a written agreement.

2. System and Network Security

2.1. Customers may not attempt to circumvent user authentication or security of any host, network, or account (“cracking”). This includes, but is not limited to, accessing data not intended for the Customer, logging into a server or account the customer is not expressly authorized to access, or probing the security of other networks (such as running a SATAN scan or similar tool).

2.2.  Customers may not attempt to interfere with service to any user, host, or network (“denial of service attacks”). This includes, but is not limited to, “flooding” of networks, deliberate attempts to overload a service, and attempts to “crash” a host.

2.3. Customers may not use any kind of program/script/command, or send messages of any kind, designed to interfere with a user’s terminal session, via any means, locally or by the Internet.

2.4.  Users who violate systems or network security may incur criminal or civil liability. The Supplier will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.

2.5. The Supplier reserves the right to monitor network traffic, run security scanning agents and test mail and web infrastructure connected to the Suppliers network for the sole purpose of ensuring system and network integrity.

2.6. Passwords should consist of at least 8 mixed alpha and numeric characters with case variations. You should not permit a common word to be used as a password. You must protect the confidentiality of your password, and you should change your password regularly.

3. N/A

4. Email

4.1. Harassment, whether through language, frequency, or size of messages, is prohibited.

4.2. Customers may not send email to any person who does not wish to receive it. If a recipient asks to stop receiving email, the customer must not send that person any further email.

4.3. Customers are explicitly prohibited from sending unsolicited bulk mail messages (“junk mail” or “spam”). This includes, but is not limited to, bulk-mailing of commercial advertising, informational announcements, and political tracts. Such material may only be sent to those who have explicitly requested it.

4.4. Malicious email, including but not limited to “mailbombing” (flooding a user or site with very large or numerous pieces of email), is prohibited.

4.5. Forging of header information in any deceitful manner is not permitted.

4.6. The Suppliers accounts or services may not be used to collect replies to messages sent from another Internet Service Provider, where those messages violate this Acceptable Use Policy or the Acceptable Use Policy of that other provider.

5. Colocation, managed and shared hosting

5.1. Any and all material hosted on any hosted servers, or servers co-hosted on the Suppliers premises and network facilities remain the responsibility of the webmasters of those respective sites. If there are any queries regarding those sites, please get in touch with the owners and maintainers in charge.

5.2. The Supplier reserves the right to remove or suspend web sites, hosted servers co-hosted servers at our premises which contain material offensive or deemed unacceptable by the Supplier, ISOC, NHTCU, SOCA or Scotland Yard.

5.3. The shared hosting resources allocated for CGI scripts are made available on a shared hardware platform. The Supplier reserves the right to remove any scripts deemed to solicit an unacceptable load on those resources. Also, customers should not run their own server processes (or daemons) on any managed server (e.g. database servers, chat servers, etc.). For further advice on this or any other issues, please contact us at help@zestdigital.com

5.4. The Supplier reserves the right to restrict support access to the customer where it is deemed to be in excess of the Suppliers average support requests for similar customer contracts.

5.5. Customers on ‘Basic’ hosting packages – 2 requests per month per server

5.6. Customers on ‘Tier 1’ hosting packages – 5 requests per month per server

5.7 Customers on ‘Tier 2’ or ‘Tier 3’ hosting packages – 10 requests per month per server

5.8. In all cases relating to this matter the Supplier will first engage with the customer to discuss an appropriate reconfiguration or contracting of new services being provided to match that required by the customer.

6. Investigation

6.1. We have in place a procedure for handling your complaints about material stored and/or accessed via our service. If you wish to make such a complaint, please ensure that you make your complaint by email to help@zestdigital.com. If you do not use this facility we cannot guarantee that your complaint will be dealt with promptly.

6.2. The Supplier reserves the right to investigate suspected violations of the AUP. When we become aware of possible violations, we may initiate an investigation, which may include gathering information from the user involved and the complaining party, if any, and examination of material on our servers. Much of the AUP reflect acts that may constitute breaches of United Kingdom legislation or regulations and may in some cases carry criminal liability.

6.3. During an investigation, we may suspend the account involved and/or remove the material involved from our servers. Such action may include temporary or permanent removal of material from our servers, warnings to the user responsible, and the suspension or termination of the account responsible. We will determine what action will be taken in response to a violation on a case-by-case basis.

6.4. The customer acknowledges that the Supplier may be required by current or future law or regulation, including but not limited to the Regulatory of Investigatory Powers Act 2000, to access, monitor, store, take copies of, or otherwise deal with the Customer’s data stored on or transmitted by the Service. Without limitation, you expressly authorise us to use your personal data and other account information in connection with any such investigation, including by disclosing it to any third party authority that we consider has a legitimate interest in any such investigation or its outcome.

6.5. The Supplier reserves the right to terminate the Service with immediate effect and without further obligation or liability to the Customers as required by any law enforcement organisation, or for breaching this AUP in any way.

Disclaimer

The Supplier does not have any contractual responsibility to monitor any customer activity and we hereby disclaim any responsibility for any misuse of our network.

If you have further questions or need help with any part of your the Suppliers service, please contact our technical support team on 01865 684999 or by email at help@zestdigital.com.

SCHEDULE 1 – SERVICE LEVEL AGREEMENT

Zest will ensure that your website is regularly maintained and supported.

We offer a range of support packages to suit all requirements. These packages all include updates to plugins and core changes, plus any necessary alterations to our theme and our plugins to support conflict or deprecations in code. This will ensure that there is the best chance of protecting against “back doors” left open, and malicious attacks, by plugins that haven’t been updated and allows us to continually monitor the security of the website.

Your SLA package is detailed within your Specification Document.

Managed Service Level Agreement (SLA):

Upon submitting a request or issue to help@zestdigital.com*, your request will be categorised by Zests support team:

CRITICALWebsite or server inaccessible | Response within 2 working hours
IMPACTING SERVICEWebsite accessible but slow or not functioning as expected | Response within 8 working hours
ROUTINEScheduled maintenance or updates / requested changes | Response within 24 working hours

* Please note that support requests sent directly to personal team email addresses are not bound by, and may not be dealt with under the normal SLA. To ensure the fastest response possible, all requests must be sent to help@zestdigital.com.

SERVICE LEVELS

Whilst the Supplier shall endeavour to ensure that the Customers website(s) are continually available online, by ensuring minimum server downtime, we do not guarantee 100% availability, as we rely upon third party servers and network providers. The Supplier will use all reasonable endeavours to provide alternative hosting facilities as soon as possible. The Supplier makes no warranties or representations that the Service will be uninterrupted or error-free and the Supplier shall not, in any event, be liable for interruptions of Service or downtime of the server.

MAINTENANCE

From time-to-time, the Supplier may be required to perform urgent maintenance to any one of its servers. The Supplier will provide as much notice as possible to the Customer in respect of any expected disruption to the service or website and will attempt to perform any maintenance during non-business hours and typically busy periods.

CHANGELOG

The following table sets out any changes made to the above terms and conditions, in accordance with clause 8.5. of the Website Hosting Terms and Conditions.