Hosting Terms & Conditions

Last Updated: 11th April, 2017

We are (and Us and Our should be construed accordingly) Verb Brands Limited (“Verb”), company number 07828770, whose registered office is 91 Brick Lane, London, E1 6QL.

You are (and Your should be construed accordingly) the Customer.

General Terms & Conditions

General
We always strive to fulfil your needs and meet your goals, however it is best to have a few simple things written down so that we all know where the goalposts are, who should do what and what happens if anything doesn’t go according to plan.

Your Responsibilities
As our customer, you have the power and ability to enter into this contract on behalf of your organisation.

Our Responsibilities
We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner and shall perform the services as set out further in the Agreement.  On top of this we will also maintain the confidentiality of any information that you give us.

The Legal Bit

  1. Contract Period
    This agreement shall commence on the date services begin for an initial term of twelve (12) calendar months, above which it will automatically revert to Our standard rolling monthly agreement, requiring two (2) calendar months’ notice to terminate, or until earlier termination as provided for under the terms and conditions of this Agreement.
  2. Fees and Additional Costs
    1. The Fees cover the costs of those activities expressly set out in this agreement and expenses related thereto. We reserve the right to charge on a time and materials basis, in accordance with our standard rate card available upon request, for any other work or services requested by you in addition to the work set out in the Services, and in respect of all work carried out by Us prior to termination of this agreement by either You or Us.   
    2. You agree that all invoices become due and payable within 30 days of the date of such invoice.
    3. Late payment will incur interest at 3% over the base rate of Barclays Bank plc from the due date paid.  
    4. All prices are quoted exclusive of VAT.
    5. All Fees are payable in accordance with the payment schedule in this agreement.
    6. You specifically agree that any initial payments made by You are non-refundable in event of termination of this Agreement except where such termination arises as a result of breach by us of our obligations under this Agreement.
    7. We will not commence work providing the Services until either (a) You have signed up to a Direct Debit schedule with us, or (b) a debit/credit card is held securely on file with our third-payment payment providers.
  3. Our Responsibilities
    1. You hereby appoint us to host the website on your behalf and to provide the Services in accordance with the provisions contained in this Agreement.
    2. In providing the Services, we shall exercise such reasonable skill care and diligence as would be expected of an experienced provider of website hosting services.
    3. We shall store the website on our systems (being the equipment belonging to or used by us for the Services which provides a link to the world wide web via the internet (the “Systems”) and make available the website (for the purpose of this Agreement “website” shall mean your existing web pages and the web pages to be constructed, maintained and transmitted by us pursuant to this Agreement and the Website Development Agreement entered into by us on the date hereof) located in the UK for access by users of the internet from and including the commencement of this Agreement.
    4. We undertake to maintain the service levels as set out in the “Services Levels”.
    5. We agree to perform such maintenance and other actions as are reasonably required to maintain the System in full working order.
    6. We undertake that whenever possible any significant maintenance of the hardware and software infrastructure on which the website is located shall be undertaken outside of the hours of 8 a.m. to 6 p.m. However we reserve the right to carry out any emergency maintenance work at any time giving you as much warning as reasonably possible.
    7. We shall on request by you immediately suspend availability of the website over the internet. We shall likewise on request by you immediately resume the provision of access to the website following any such suspension.
    8. We undertake to establish and maintain reasonable safeguards against the destruction, loss or unauthorised alteration of your material on the website and any personal data processed by us and shall institute reasonable security procedures to prevent the destruction corruption or unauthorised access to the website data and data files including back-up material and shall provide you with details of such safeguards.
    9. We will at all times during the continuance of this Agreement maintain and use appropriate virus-protection procedures and software on your material and the website.
    10. We undertake undertakes to notify you forthwith of any attack on or any attempted attack on or unauthorised access to the website by any of our own staff or a third party of which we become aware and to provide such reasonable assistance to you as may be necessary to enable you to take action as appropriate.
  4. Title and Intellectual Property
    1. For the avoidance of any doubt, title to the servers does not pass to You at the end of this Agreement.
    2. All intellectual property rights subsisting in the website and the right to the website domain name shall vest and remain vested in you and nothing in this Agreement shall operate as an assignment to us of such intellectual property rights or right to any of the domain names.
    3. You will remain responsible for the renewal of any and all domain names.
  5. Further Obligations
    1. You shall not use the Services or any domain or user name as to impersonate any other entity or to infringe the rights of any other person, whether statutory or common law, in a trademark or name.
    2. We shall provide the Services within the timescales which may be agreed between us.
  6. Warranties
    1. You warrant and undertake that any items made available to Us for the purposes of performing this agreement (the “Materials”) shall not infringe the intellectual or like proprietary rights (together “IPRs”) of any third party. To the extent that the storage, reproduction, broadcast or transmission of the Material or any messages or other communications to/from the servers shall entitle third parties (including without limitation collecting societies such as Performing Right Society and the Mechanical Copyright Protection Society, and their equivalents in any part of the world) to any payments in relation to such storage, reproduction or transmission, such payments shall, as between You and Us, be borne by You.
    2. Whilst every attempt would be made in the unlikely event of any corruption or hardware failure, We 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 interruptions caused by Us and Our employees.
    3. Except as set out expressly in this agreement, We make no representations, terms, conditions or warranties either express or implied, by statute or otherwise, in relation to the provision of the Services (or any other service provided under this agreement), including but not limited to implied warranties, conditions or other terms of completeness, accuracy, interruption or error-free, satisfactory quality and fitness for a particular purpose and that all such representations, terms, conditions and warranties are expressly excluded.
  7. Exclusion and Limitations
    1. Each party agrees that the other shall not be liable in contract, tort, negligence, statutory duty or otherwise for either (i) any indirect, consequential or special loss or damage, or any loss of profit, business or goodwill, whatever arising from or in connection with this agreement, or (ii) direct loss or damage greater than the aggregate of all sums paid to Us under this agreement.
    2. Nothing in the agreement shall exclude:
      1. either party’s liability for death or personal injury arising from that party’s negligence or that its servants, agents or employees acting in the course of their duties; or
      2. any other liability which it is prohibited by law.
  8. Data Protection
    1. You hereby warrant and undertake that, as regards any Personal Data as defined in the Data Protection Act 1998 (“the Act”) which is or is to be stored or processed or dealt with in any way hereunder, You are and will continue to be the data controller (as defined in the Act) in respect of such Personal Data. and You shall maintain notification in respect of the same under the Act and will at all times comply with the provisions of the Act insofar as they concern such data and the proper performance by Us of our obligations thereunder or of any additional services which We may provide at Your request shall not result in any offence being committed or liability arising to Us under the Act.
    2. We warrant that, to the extent that we process any personal data on your behalf:
      1. we shall act only on instructions given by you in relation to such personal data;
      2. we have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
      3. we shall not transfer any personal data to countries outside of the European Economic Area.
  9. Suspension and Termination by Us
    1. Without prejudice to any of Our other rights, We shall have the right to immediately terminate this agreement and/or suspend or restrict the Services if:
    2. You are suspected in Our reasonable opinion, of involvement with fraud or attempted fraud or any other criminal offence in connection with the use of the Services; or
    3. You commit any breach of this agreement and, if it is capable of being remedied, fail to remedy such breach within 30 days from the date of the first notice specifying the nature of the breach; or
    4. You become insolvent, cease to trade (or in a reasonable opinion of Us are likely to cease to trade) or have a liquidator, receiver, administrator or administrative receiver appointed or enter into any arrangement with Your creditors or are wound up otherwise that for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of Your obligations, or are unable to pay Your debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or are made bankrupt, or undergo a similar or analogous event in any jurisdiction; and We shall not be liable for any losses incurred by You as a result of such suspension, termination or restriction.
  10. Termination by You
    1. Without prejudice to any of Your other rights, You shall have the right to immediately terminate this agreement if:
      1. We are involved with fraud or attempted fraud or any other criminal offence; or
      2. We commit any breach of this agreement and, if it is capable of being remedied, fail to remedy such breach within 30 days from the date of the first notice specifying the nature of the breach from You;
      3. We become insolvent, cease to trade (or in the reasonable opinion of You are likely to cease to trade) or have a liquidator, receiver, administrator or administrative receiver appointed or enter into any arrangement with Our creditors or are wound up otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of Our obligations, or are unable to pay Our debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 or are made bankrupt or undergo a similar analogous event in any jurisdiction; and You shall not be liable for any losses incurred by Us as a result of such termination.
  11. Force Majeure
    1. Neither party shall be liable for any breach of its obligations hereunder (other than the obligations to or pay money) and no right of termination shall arise where the breach results from causes beyond its control and the party concerned has acted and continues to act reasonably and prudently to prevent and to minimise the effect of such causes.
  12. Confidentiality
    1. Each party will at all times keep confidential and will not disclose without prior written consent of the other any business, systems or other confidential information of the other party or use any such information other than for the purposes contemplated by this agreement (except that each party may disclose such information to those of its employees, agents and sub-contractors who need to know the same for such purpose and under conditions of confidentiality non-disclosure and non-use equivalent to those imposed on the parties by this clause).  
    2. These obligations of confidentiality non-disclosure and non-use do not apply to any information which is publicly available through no fault of the party disclosing or using information, or which was known to that party before receipt from the other party, or received from other source without obligation as to confidentiality, or which is required to be disclosed by law or regulating authority.
  13. Entire Agreement
    1. Neither of us has entered into this agreement on the basis of, or has relied on, any statement or representation (whether negligent or innocent) except those expressly contained in this agreement.  This paragraph shall not apply to any statement or representation made fraudulently.
    2. This agreement constitutes the entire understanding between the parties concerning the supply and use of the Services, and replaces, supersedes, and cancels all previous arrangements, understandings, representations or agreements relating thereto.  These terms shall apply and prevail over any terms and conditions (whether conflicting or not) contained or referred to in any documentation submitted or provided by You.
  14. No Partnership
    1. Nothing in this agreement shall create a partnership or joint venture between the parties and except as expressly provided in this agreement, no party shall enter into or have authority to enter into any engagement or to make any representation or warranty on behalf of or to pledge the credit of or otherwise to bind or oblige the other party.
  15. Third Party Rights
    1. A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
  16. Notices
    1. Any notices required to be given under this agreement shall be in writing and shall be sent by first class registered post, recorded airmail, email, fax or by hand, at the address specified in this agreement.
  17. Applicable Law
    1. The construction, validity and performance of this agreement shall be governed by the laws of England and Wales and this agreement shall be subjected to the exclusive jurisdiction of the English courts.

Services Levels

We guarantee 99.99% network availability across the Services, excluding any scheduled or emergency maintenance. Network availability is measured by our internal monitoring systems, as well as externally by Pingdom and New Relic – monitoring is also provided via JetPack and GoDaddy / ManageWP if your site runs on WordPress. We aim to fix any network issues within 1 hour, but in the unlikely event we fail to meet this promise, you can claim credit equivalent to one day’s service for every hour that your server is unavailable after the initial 1 hour period, up to a total of 30 days.

Unless you have been notified otherwise We backup the entire website and database every day at 3am, with extra copies held with Amazon in Ireland (for up to 7 days). The Amazon backups are designed for 99.999999999% durability (0.001% loss rate, spread across 3 separate Amazon locations).

This section does not cover any events beyond our reasonable control, including, but not limited to:

  • fire, flood, virus attacks/ hacking, or failure of third party software;
  • DNS issues outside our direct control;
  • any actions by You that lead to the server having technical issues, including, but not limited to, the introduction of custom scripts or coding, 3rd party software installed on the server, wilful misconduct or breach of our terms and conditions;
  • upgrades, requested maintenance, scheduled maintenance or emergency maintenance.