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Simply Virtual Servers (trading as CheapVPS) Terms and Conditions (“the Conditions”)

Virtual Server, Dedicated Servers, IP Transit, Storage and Rack Space Terms of Service(s) (TOS):

These terms and conditions comprise the whole agreement between you and us ("Contract"). This Contract explains our obligations to you and your obligations to us in relation to the Service(s) you purchase.

General Provisions

     1.     Simply Virtual Servers Limited (“SVSL”) registered in England (Company Number 06937918) whose registered office is at Acton House, Perdiswell Park, Worcester. WR3 7GD (“the Supplier”) and

     2.      (“the Client”)

Simply Virtual Servers Limited is a provider of Internet related Service(s) such as dedicated and virtual servers, accessed via UDP and TCP/IP and the Client may from time to time require such Service(s). These Conditions set out the terms which have been agreed between Simply Virtual Servers Limited and the Client for the provision of such Internet Service(s).

In these Conditions “you” and “your” refer to the Client and its agents, including each person listed in your account information as being associated with your account, and “we” “us” and “our” refer collectively to Simply Virtual Servers Limited and its wholly owned subsidiaries, including trading names.

You are responsible for the use of software on your account. All parties entering into this contract must be at least 18 years of age.

The specific operating system, the amount of money charged per unit time, and the unit time itself are agreed upon commencement of the Service(s).

The Client is responsible for the use of the Service(s) and shall be liable for any and all charges that come about from misuse or over usage. Overage is billed at £0.25 per GB.

Definitions

In these Conditions, unless the context requires otherwise, the following shall have the meanings:

″Business Day″ means any day which is not a Saturday, Sunday or a bank or public holiday in England;

″Contract″ means a contract for the provision of the Service(s) made between the Client and the Supplier;

″Hardware″ means the equipment, cabling and systems provided by the Supplier in connection with the Service(s);

″Order Confirmation″ means the email sent to the Client’s email address provided at the time of taking out the Service(s) and which details the Service(s) the Client has purchased;

″Party/Parties″ means Simply Virtual Servers Limited and the Client collectively;

″Service(s)″ means the internet related Service(s) which are supplied Simply Virtual Servers Limited on and subject to the terms in these Conditions;

″Service(s) Disruption″ means any disruption in the Service(s) which causes a failure to meet the agreed Service(s) level as a result of any failure of the Hardware, Software or Simply Virtual Servers Limited personnel who provide the Service(s) and which does not result from any breach by the Client of these Conditions, and or a Force Majeure Event (see Clause 18 below);

″Software″ means all the computer software programs provided by Simply Virtual Servers Limited in connection with the Service(s);

″Support Portal″ means the web site (https://secure.cheapvps.co.uk) provided by the Supplier in support of the Service(s) provided to the Client;

″Notified Maintenance″ means essential maintenance to be carried out by Simply Virtual Servers Limited in relation to the Service(s), Hardware and/or Software, which has been notified to the Client at least 3 days prior to its commencement, via network status and the company blog;

″IPRs ″ means any and all intellectual property rights including without limit any and all patents, design rights, database rights, copyright, know-how, moral rights, trade secrets, confidential information, trade marks, Service(s) marks, trade names and goodwill;

″User″ means any individuals and businesses who access the Internet web site(s) / Service(s) hosted on the Hardware in connection with the Service(s);

″SLA″ means the Service(s) Level Agreement specifying the standard Service(s) level that we aim to deliver to you in respect of each Service(s) as specified in our Agreement.


1. Provision of information – your obligations

   a.   You agree with us to:

     i.   provide certain true, current, complete and accurate information about you as required by the application process; and

     ii.   maintain and update the information you provide to us upon the date you enter into the Conditions with Simply Virtual Servers Limited.

   b.   We rely on this information to send you important information and notices regarding your account and our Service(s).

   c.   You must ensure that all information submitted is correct as we may not be able to rectify errors.

   d.   On an ongoing basis you will maintain accurate contact information in the Support Portal. We shall not accept liability for any loss resulting from inaccurate contact information provide by you.


2. The Service(s)

   a.   We may need to change the Service(s) as a result of legislative, regulatory or other changes requiring us to do so. We will endeavour to provide you with not less than twenty-one (21) days notice in advance of such alteration taking effect, but shall not guarantee that we can always do so.

   b.   We may also need to temporarily suspend the Service(s) without notice in order to repair, maintain, replace or improve the Service(s) or our network, or in an emergency. If we need to do this, we will try to keep you informed and will try to keep interruptions to a minimum, but we cannot always guarantee to do so.

   c.   Unless otherwise indicated the Service(s) do not include back up of your data. You are responsible for the back up of your own files and data, for your own internal network and all equipment that is connected to the Internet. In particular, it is your responsibility to ensure that your firewalls and anti-virus protection are kept up-to-date and are sufficient for your needs.

   d.   You may terminate the Service(s) at any time on giving not less than one (3) days notice by submitting a ticket to our billing department by logging into the Support Portal located at https://secure.cheapvps.co.uk/. All cancellations shall be processed on the same business day and any related Service(s) are removed within the same time frame. Refunds will generally not be issued unless the Supplier believes that there are appropriate grounds for the request. The Supplier does not offer refunds on other servers under any circumstances. If applicable refunds will only be issued for the previous one (1) month of Service(s) and exclude any control panel licensing fees.


3. Duration

   a.  Your Contract with us is for a minimum period and renews for the length of your billing period. For example if you pay every month then your contract is a rolling one (1) month. If you pay every three (3) months, your contract is a rolling 3 months and so on. Should payment be late by greater than two (2) days we reserve the right to levy a late fee on your account of £5.00 or 10% whichever is higher. Beyond 3 days late we reserve the right to disconnect your server and there will be a reconnection fee of £35.00 for VPS and £50.00 for dedicated servers.

   b.  Unless otherwise specified the Contract will start when we accept your order for Service(s) and the subscription payment period has been cleared, which we will acknowledge in writing by sending you an email to the email address notified to us in your order and will continue in accordance with the terms applicable to a particular Service(s) and for the subscription period applicable to the Service(s) in question.

   c.   The Service(s) will lapse unless we receive payment for the extended term of the subscription. We will not be liable in respect of the non-renewal of a Service(s) if, having sent you a notice, we do not receive the applicable payment, or if you fail to notify us of a change of contact details.

   d.  The Contract (and any subscription for Service(s)) may be terminated early by either Party pursuant to clause 10 of these Conditions.


4. IP Addresses

You acknowledge and agree that you have no right, title or interest in the IP address allocated to you, and that any IP address allocated to you is allocated as part of the Service(s) and is not portable or otherwise transferable by you in any manner whatsoever.


If an IP address is renumbered or reallocated by the Supplier, the Supplier shall use his reasonable endeavours to avoid any disruption to you.

You agree that you shall acquire no right, title or interest to the IP address upon termination of this Agreement, and that the acquisition by you of a new IP address for your website following termination of this Agreement shall be your exclusive responsibility.


5. Acceptable Use Policy (AUP) and Your Obligations

   a.  We shall report, if appropriate, misuse or abuse of the Service(s) by you to any regulatory authority or, in the case of criminal matters, the police.

   b.  you agree not to use the Service(s), Hardware and or Software to do any of the following and it is expressly agreed between us and you that if there is any breach of this Clause 5 we may, without further notice to you and without obligation to pay compensation, apply Service(s) credits or refund any monies, suspend restrict or terminate your Service(s) if you:

     i.  send unsolicited commercial or bulk email to any party for any reason which may or may not result in a complaint;

     ii.  access, or attempt to access a computer or network resource that you are not authorized to access;

     iii.  distribute, or make available in any way to any party intellectual property that requires some method of authorization to sell or distribute, which you do not have;


     iv.  store, transmit, create, or examine any pictures, realistic or not, of humans, anthropomorphic depictions of human-like creatures, or images suggesting humans that are under the age of 18 years in an either implied or actual pornographic picture;


     v.  forge email headers or TCP/IP packet headers or engage in spoofing;

     vi.  distribute worms, trojans, or viruses, or commit or attempt to commit any denial of Service attack against any computer, network, or individual.
- violate export controls on any software or intellectual property;

     vii.  IRC access is forbidden;

     viii.  War Bots/X-DCC are not allowed;

     ix.  no bouncers are allowed;

     x.  shell hosting companies can not be run from our Service(s);

     xi.  use any peer to peer programs;

     xii.  if you suffer a DOS attack the Supplier reserves the right to suspend your account to limit the attack. If you are found to have caused the DDOS your account may be suspended or cancelled and you will be billed;

     xiii.  abuse towards the Supplier’s staff in the form of verbal abuse or anything else that we deem to be offensive may result in cancellation of your account;

     xiv.  no free hosting companies are allowed on our Service(s) due to the high risk of abuse by end clients;

     xv.  CPU Heavy processes that constantly effect other users, e.g. seti@home or resource intensive game servers aren't allowed;

     xvi.  do anything that in the opinion of us is likely to bring the Service(s) into disrepute.

   c.  Proxies are tolerated but should they cause issue the supplier has the right to suspend them and inform the client they need to upgrade or move the proxy. No form of IRC access is allowed including but not limited to running IRC servers, IRC clients, linking to IRC network, IRC Bots.

   d.  For the avoidance of doubt, the Supplier does not monitor, and will have no liability for the contents of, any communications transmitted by virtue of the Service(s).

   e.  Notwithstanding the aforesaid the Supplier reserves the right to withdraw the Service(s) without compensation to you in the event of a breach of the Acceptable Use Policy and any such breach shall be treated as a fundamental breach of the Contract.




6. Charges and Payment Methods

   a.  The Client shall pay the price for the Service(s) as detailed in the Order Confirmation.

   b.  The price covers permitted bandwidth (agreed connection rate) as stated in the Order Confirmation. If the Client exceeds the limits set out in the Order Confirmation then the Supplier reserves the right to make additional charges for all usage above the permitted bandwidth at its’ then prevailing charge rate as published. It is the Client’s responsibility to monitor the bandwidth being used from time to time using the Support Portal.

   c.  Technical support will be provided on a same day basis, usually within 30 minutes, and will be provided by highly technical UNIX administrators.

   d.  All prices quoted to the Client for the provision of Service(s) by the Supplier are exclusive of any VAT for which the Client may be additionally liable at the applicable rate.

   e.  Where the Service(s) are purchased with a set up fee, this fee is payable immediately.

   f.  The price and all other amounts due as confirmed on the Order Confirmation shall be paid by the Client by the due date and in the currency as specified in the Supplier’s invoice/pro-forma. Payment shall be made in full without any abatement, set off or deduction on any grounds.

   g.  Payment for all invoices and Service(s) must be received by the due date. Payments are made one month in advance for all Service(s). If you do not make payment on the due date, we will:

     i.  be entitled to charge you interest on the amount owing (both before and after judgment) on the amount unpaid at the rate of 4% per annum above the base rate from time to time of HSBC plc, such interest accruing on a daily basis from the date that payment falls due until the date that payment is made in full, and/or

     ii.  suspend the Service(s) until payment is made in full, and/or

     iii.  terminate the Contract in whole or in part and cease providing the Service(s). If you are persistently late in settling your account (defined as being placed on hold more than 3 times during your Contract with us), we reserve the right in the event of subsequent late payments to put you on hold 24 hours after the first reminder of your account being overdue is sent.

   h.  If your server is attacked (DoS) then we reserve the right to remove your server from our network without notice and without obligation to pay compensation apply Service(s) credits or refund any monies in respect of Service(s) Downtime.

   i.  Where payment is made by credit/debit card initially, the Client expressly authorises the Supplier to charge recurring billing as well as any extra charges such as overage fees that you may incur, with notification given for any charges beyond the normal Contract period renewal cost as appropriate, until the Client gives written notice otherwise to the Supplier and the credit/debit card company, or the Service(s) are terminated.

   j.  If any payment paid to us by you in payment of the Service(s), is not honoured for any reason:

     i.  the Service(s) to which the payment relates will be suspended pending payment of the outstanding account in full together with a "failed payment" charge of £25.00 plus VAT;

     ii.  Where you have made duplicate or multiple payments in respect of a product or Service(s) and then require a duplicate payment or multiple payments to be refunded, the Supplier reserve the right to charge a £10.00 plus VAT admin fee prior to a refund being issued or deduct a £10.00 plus VAT admin fee from any refund issued. For the avoidance of doubt, the £10.00 plus VAT admin fee will be deducted from each individual payment that is being requested for refund;

     iii.  Where a payment is made to us via bank transfer of any kind, all bank charges incurred will be your responsibility.


7. Chargebacks & Refunds

   a.  Should the Supplier receive a chargeback or a threat of a chargeback and not be given reasonable time to rectify it in relation to your account the Supplier reserves the right to suspend or terminate the Service(s) provided to you with immediate effect regardless of the situation giving rise to the chargeback.

   b.  Requests for a refund under this Clause 7 must come from the email account that we have on file. Should this not be possible the Supplier reserves the right to require proof of identity. In the event that such proof is not forthcoming the Supplier shall be under no obligation to make any refunds.


8. Renewals

   a.  Renewal notice will be sent to the then current email address specified (in your Support Portal.) In the event the payment fails, we will notify you via e-mail and it will be your responsibility to make alternative payment arrangements for your Service(s) renewal. We will not be liable in respect of the non-renewal of a Service(s) if, having sent you a notice, we do not receive notice of cancellation and the applicable payment, or if you fail to notify us of a change of contact details.

   b.  We cannot be held responsible for failed payments or loss / termination of any product or Service(s) as a result of unauthorised payments / invalid, expired or missing credit/debit card details.


9. SLA

   a.  We will provide Users with 99.9% uptime excluding planned maintenance. This SLA does not cover Downtime due to mistakes on the Clients behalf, due to account suspension or due to Hardware failure. Should this SLA be breached the Supplier will refund up to 50% of the monthly fees at a rate of 10% of the monthly fee for every .1% we are below this.

   b.  Should you wish to make a claim it must be received within 2 days of the Downtime and sent via email to slaclaim@cheapvps.co.uk

   c.  The Client benefits from the following SLA guidelines. Data Transmission SLA details including latency:

(a) 99.9% SLA Uptime

(b) > or = 40ms European latency

(c) > or = 130ms USA latency

(d) > 0.01% packet loss

   d.  Should our network performance (packet loss and/or latency) fall below the specifications set out in this Clause 9, credit up to 5% of the monthly total will be awarded.

   e.  Should the network fall below the Uptime SLA set out in this Clause 9, we will offer the following credits:

(a) 95% to 99.8% = 10% monthly credit

(b) 90% to 94.9% = 25% credit

(c) 89.9% or below = 40% credit

   f.  SLA uptime is monitored on rolling monthly periods.


10. Termination and Cancellation

   a.  We reserve the right to terminate your Service(s), and any future business relation with you, for any suitable reason at any time via written notifcation.

   b.  Save as otherwise stated in these conditions to the contrary either party may terminate this agreement with immediate effect by written notice to the other party on or at any time after the occurrence of any of the following events:

     i.  the other party being in breach of an obligation under this agreement and, if the breach is capable of remedy, failing to remedy the breach within 14 days after receipt of a written notice of the breach and requiring its remedy;

     ii.  the other party passing a resolution for winding up, a court of competent jurisdiction making an order for the other party’s winding up or the presentation of a petition for the other party’s winding up which is not dismissed within seven days (other than, in each case, for the purposes of solvent amalgamation or reconstruction where the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the other party’s obligations under this agreement);

     iii.  the making of an administration order in relation to the other party or the appointment of a receiver over or an encumbrancer taking possession of or selling an asset of the other party; or

     iv.  the other party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally; or
- any event occurs to either party which is analogous to the above in any jurisdiction in the world where either party trades resides or is domiciled.

   c.  Termination of this agreement for whatever reason shall not affect:

     i.  the accrued rights and liabilities of the parties arising in any way out of this agreement as at the date of termination and in particular but without limitation the right to recover damages against the other;

     ii.  provisions expressed to survive this agreement, which shall remain in full force and effect.

   d.  In the event of termination for whatever reason the Supplier shall not be obliged or required to issue any refunds. The Supplier reserves the right in its absolute discretion to grant refunds in the event that extraneous circumstances exist that the Supplier considers justify a refund.

   e.  The Supplier shall be the sole arbiter of what constitutes extraneous circumstances and the amount of any refunds that the Supplier may consider appropriate.

   f.  Should you wish to cancel the Service(s) we must receive notice at least 3 (three) days prior to your next due date. If your cancellation request is submitted less than 1 (one) days before this date, the monthly fees/invoice will be considered due and must be paid before we can accept cancellation. Cancellation will be processed immediately unless otherwise requested. 
Cancellation requests need to be submitted via Support Portal. No other forms of cancellation will be accepted. 


   g.   Any violation of the AUP in regard to spamming/hacking done by yourself or one of your clients shall entitle the Supplier to impose a clean up fee in respect of each complaint in accordance with this table.

   h.  Also note that we understand that certain violations of the above terms can occur inadvertently, and even as a result of unauthorized access from some third party. We will do our best to weigh the merits of each individual case and act with common sense and an understanding of the technical and social implications of the situation.

   i.  We shall be entitled to terminate the contract immediately on serving written notice if:

     i.  you do not pay to us by its due date any sum due;

     ii.  the supply of the Service(s) and/or additional Service(s) to you may (in our reasonable opinion) expose us to the risk of litigation or other civil proceedings;

     iii.  you commit any other material or repeated breach of this agreement and, if it is capable of being remedied, fail to remedy such breach within fifteen (15) days from the date of the first notice specifying the nature of the breach and requesting its remedy;

     iiii.  you become bankrupt, enter into an arrangement with your creditors, or have a receiver or administrator appointed over all or any part of your assets.

   j.  You acknowledge that, termination of the Contract for any reason will result in us ceasing to provide all the Service(s), with all the consequences that flow from such cessation, including (but not limited to), deletion of vps and associated account(s).

   k.  We may, at our sole discretion and without prejudice to any rights we may have to terminate the Contract, suspend the provision of the Service(s) immediately on sending you written notice if we are entitled to terminate the Contract pursuant to 12b, or we need to comply with an order, instruction or request of government, an emergency Service(s) organisation or other competent administrative or regulatory authority which affects our ability to provide the Service(s), or we reasonably believe you will fail to pay any amount due under the Contract.

   l.  Failure to cancel in accordance with this Clause 12 will result in your account being charged for one billing period.


11. Intellectual Property, Licence and Ownership

   a.  All Intellectual Property Rights to the Service(s), Hardware and/or Software including without limit any Internet Protocol Addresses assigned to the Client are and shall remain the property of the Supplier. The Supplier reserves the right to change the Internet Protocol Address assigned to the client at any time, however the Supplier shall endeavour to give reasonable notice of the change and shall use reasonable endeavours to reduce disruption to the Client resulting from such changes.

   b.  Title to the Hardware and Software (both legal and equitable) is and shall at all times remain with Simply Virtual Servers and the Client shall keep the Software and Hardware free of all charges, liens and encumbrances and protect it from any and all judicial process.

   c.  The Supplier grants to the Client a non-exclusive non-transferable licence to use the Software on the Hardware and in conjunction with the Service(s) and except as provided for in these Conditions the Client is not permitted to sub-licence any rights granted under the Conditions to any third party.

   d.  The Client agrees that it will not in itself, or through a third party:

     i.  copy the Software, except as is necessary to install on Hardware and for internal, archiving purposes. In the event that the Client makes any copies of the Software, the Client shall reproduce all proprietary notices on such copies;

     ii.  reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software;

     iii.  sell, lease, licence or sub-licence the Software or associated documentation; or

     iv.  Write or develop any dervative or other software programs based, in whole or in part, upon the Software or any confidential information.


12. Indemnity

   a.  The Client agrees to fully indemnify and keep Simply Virtual Servers Limited, its’ trading names, subsidiaries, affiliates, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by it or them and arising from any of the following:

     i.  the Client’s breach of the Contract and or these Conditions or its’ negligence or other act, omission or default;

     ii.  the operation or break down of any equipment or software owned or used by the Client but not the Hardware and or Software;

     iii.  the Client’s use or misuse of the Service(s);

     iv.  the Client infringing (whether innocently or knowingly) third party rights (including without limit IPRs).


13. Limitation of Liability

   a.  This Clause 13 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, consultants, and subcontractors) to you in respect of:

     i.  any breach of the Contract;

     ii.  any use made by you of the Service(s), or any part of them;

     iii.  any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

   b.  All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

   c.  Nothing in these Clauses limits or excludes our liability:

     i.  for death or personal injury resulting from negligence; or

     ii.  for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us.

   d.  Subject to Clause 10. b. and Clause 10. c.:

(a) We shall not be liable for:

     i.  loss of profits; or

     iii.  loss of business; or

     iii.  , depletion of goodwill and/or similar losses; or

     iv.  , loss of anticipated savings; or

     v.  , loss of goods; or

     vi.  , loss of contract; or

     vii.  , loss of use; or

     viii.  , loss of or corruption of data or information; or

     ix.  , delay or inability to use the Service(s) or a Linked Service(s); or

     x.  reliance upon third party content; or

     xi.  loss of confidentiality; or

     xii.  termination of your access; or

     xiii.  virus transmitted; or

     xiv.  failure of communication media; or

     xv.  unauthorised access to your server/computer; or

     xvi.  theft; or

     xvii.  loss of, or damage to, any data or other information or property; or

     xviii.  any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or,

     xix.  any consequences arising from a minor's use of our Premises or Service(s) or any consequence arising from the minor's age or legal incapacity.

(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price of the Service(s) and you expressly confirm that you agree that there are no other rights or remedies available at Law.


14. Personal Information

   a.  By registering for the Service(s) you consent to us using and/or disclosing any personal information as follows:

     i.  lfor processing your application, which may involve a credit check which, in the case of an individual, may record that a credit check has been made and disclosing your personal and account information to a bank for the purposes of setting up a direct debit arrangement; and

     ii.  lif necessary, providing or arranging for third parties to provide customer care facilities and bill you for the Service(s), which may involve disclosing your personal information to third parties solely for those purposes.

   b.  Any notice delivered to you shall be deemed to have been received by you:

     i.  lby email transmission on the date notice is sent;

     ii.  lby first or second class post three (3) working days after the date notice is sent.

   c.  Any notice delivered to us by submitting an enquiry through your Support Portal and/or by first class registered post shall only be deemed to have been received and accepted by us on acknowledgment to you by email (this does not include any auto responder sent by us) or by signing for the registered post.


15. Data Protection

   a.  We recognise our obligations under both Data Protection legislation and under contract to maintain the confidentiality of your data so far as it is known to us. However, there are circumstances in which such data may need to be disclosed to third parties as follows:

   b.  You acknowledge and agree that details of the your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of us in connection with the Service(s).

   c.  You acknowledge and agree that details of the Client's name, address and assigned IP Addresses may be released to law enforcement agencies upon production of valid notices and/or to third parties upon Service(s) of a valid disclosure notice issued by a court of competent jurisdiction.

   d.  You acknowledge and agree that details of your name, address, telephone and fax numbers together with email address(es) and assigned IP Addresses may be released to the RIPE NCC to ensure that both we and you fulfil their obligations under prevailing RIPE policies and that such data may be published in whole or in part in the RIPE WHOIS database.

   e.  You are responsible for the security and confidentiality of your username and password.

   f.  Your use of the Service(s) signifies your consent to us collecting and using personal information about you in accordance with these terms and conditions.

   g.  We use the personal information collected about you to let you know about new goods, Service(s) or offers.


16. Force Majeure

   a.  'An event of force majeure' means, in relation to either party, an event or circumstance beyond the reasonable control of that party including (without limitation) any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service(s) provider, war, military operations, act of terrorism or riot, delay or failure in manufacture, production or supply by third parties of equipment or Service(s).

   b.  The party suffering the event of force majeure shall not be deemed to be in breach of this agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event of force majeure.

   c.  If the event of force majeure in question prevails for a continuous period in excess of one (1) month after the date on which it began, the other party may give notice to the party suffering the event of force majeure terminating this agreement. The notice to terminate must specify the termination date, which must be not less than seven (7) clear days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this agreement will terminate on the termination date set out in the notice.


17. Variation

   a.  We may, from time to time change any part of these Conditions and will post such changes to our website (www.cheapvps.co.uk).


18. Waiver

   a.  A waiver of any right under the Conditions is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Conditions or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

   b.  Unless specifically provided otherwise, rights arising under the Conditions are cumulative and do not exclude rights provided by law.


19. Severance

   a.  If any provision of the Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

   b.  If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.


20. Entire Agreement

   a.  The Contract constitutes the whole agreement between the Parties and supersedes all previous agreements between the Parties relating to its subject matter.

   b.  Each Party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).

   c.  Any typographical, clerical or other error in any sales literature, marketing materials, quotation, price list or other Document issued by us or contained on any part of the our website shall be subject to correction without any liability on the part of us. For the avoidance of doubt, our brochure and other sales literature or marketing materials either appearing on our website or in printed form are not incorporated into and do not form part of the Contract.

   d.  Nothing in this Clause shall limit or exclude any liability for fraud.


21. Assignment

   a.  You may not assign, in whole or in part, your rights under the Contract.

   b.  We are entitled, upon giving fourteen (14) days written notice, to assign the whole or part of its rights under the Contract to another member of the dada group of companies.

   c.  Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.


22. No Partnership or Agency

   a.  Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.


23. Rights of Third Parties

   a.  The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties


24. Notices

   a.  Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the person specified in the Order Confirmation, or as otherwise specified by the relevant party by notice in writing to the other party.

   b.  Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in the Order Confirmation or, if sent by pre-paid first-class post or recorded delivery, at 9:00 am (UK time) on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

   c.  This Clause 26 shall not apply to the Service(s) of any proceedings or other documents in any legal action.

   d.  A notice or other communication required to be given under or in connection with the Contract shall be validly served if sent by e mail. If sent by email, it shall be deemed to be duly received at the time sent.


25. Limitation Period, Governing Law and Jurisdiction

   a.  Notwithstanding any other provision of the Contract, no proceedings shall be commenced against us under the Contract more than six (6) months after the event giving rise to the proceedings has occurred (save in the event of fraud or deliberate concealment by us).

   b.  The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

   c.  The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.