Ur-Sltn Limited Terms and Conditions
Ur-Sltn Limited incorporated and registered in England with company number 07539499 whose registered office is at High Lees Farmhouse, Wagon Lane, Paddock Wood, TN12 6PT ("Ur-Sltn" or "We" or "Us" or "Our").
Ur-Sltn specialises in a wide range of e-commerce web hosting and technology services for businesses worldwide ("Services").
These Terms and Conditions shall apply to all provisions of Services ordered by a customer whether directly or through Our Website and confirmed by Ur-Sltn ("Customers" or "You").
Ur-Sltn and the Customer are referred to individually as a " Party" or collectively the "Parties".
1. Definitions and Interpretation
Account: has the meaning given under clause 7;
Adequacy Decision: a finding under Article 25(2) of the Data Protection Directive that a country or territory ensures an adequate level of protection within the meaning of Article 25 of the Data Protection Directive, while such finding remains in force pursuant to Article 45(9) of the General Data Protection Regulation, or (as applicable) a finding under Article 45(1) of the General Data Protection Regulation that a country, a territory or one or more specified sectors within that country, or the international organisation in question ensures an adequate level of protection within the meaning of Article 45 of the General Data Protection Regulation;
Agreement: has the meaning given under clause 8;
Applicable Law: in England any and all applicable laws, regulations and industry standards or guidance and any applicable and binding judgment of a relevant court of law;
Breach of Duty: the breach of any: (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract; or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty);
Business Day: means any day (other than a Saturday or a Sunday) on which banks are open in the City of London for the transaction of normal banking business;
Business Hours: 09:00am until 17:00 on Business Days;
Controller: has the meaning given in the GDPR;
Confidential Information: any information in any form or medium obtained by or on behalf of either Party from or on behalf of the other Party in relation to these Terms and Conditions which is expressly marked as confidential or which a reasonable person would consider to be confidential, whether disclosed or obtained before, on or after the date of these terms and conditions, together with any reproductions of such information or any part of it;
Data Protection Directive : Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
Data Protection Laws: the Data Protection Act 2018, GDPR, and any relevant law implemented as a result of GDPR and E Privacy Law;
E Privacy Law: Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector, as amended by Directive 2009/136/EC and any relevant law implementing or superseding Directive 2002/58/EC;
Event Outside Our Control: any act or event beyond Our reasonable control, including strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks;
Fees: the fees payable by You to Ur-Sltn for Our provision to You of the Services, as set out in each Order Confirmation, and otherwise on the Website at the time that you submit your Order to us and confirmed in the Order Confirmation;
GDPR: Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
Intellectual Property Rights: copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Liability: liability in or for breach of contract, Breach of Duty, torts (including negligence and intentional torts), deliberate breach (including deliberate personal repudiatory breach), misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms and Conditions and/or any Order entered into under the same, including liability expressly provided for under these Terms and Conditions and/or any Order entered into under the same or arising by reason of the invalidity or unenforceability of any term of this Agreement between Us (and, for the purposes of this definition, all references to "these Terms and Conditions" shall be deemed to include any collateral contract);
Material: material that You upload (or permit to be uploaded) onto our servers as part of Our provision of the Services, including any and all materials, works of authorship, software, files, multimedia and audiovisual material, tools, processes, systems, manuals, databases, database structures, a website's "look and feel", content, documents, records, reports, ideas, know-how, information, text, data, diagrams, artwork, screenshots, drawings, plans, descriptions, specifications, images, graphics, domain names and marks (in whatever form and on whatever media);
Non-adequate Country : a country or territory which is outside the European Union and in respect of which there has not been an Adequacy Decision. For the purposes of these Terms and Conditions, "Non-adequate Country" includes the United States of America;
Order: is the placing by You of an order for the provision of Services from Us either through the Website or with Us directly.
Order Confirmation: is the confirmation sent to You by Us upon acceptance of Your Order for Services.
Portable Copy: a copy of Personal Data in such form as to enable the Customer to comply with its obligations under Article 20 of the GDPR;
Processor: has the meaning given in the General Data Protection Regulation;
References to "Clauses" are to clauses of these Terms and Conditions.
The headings in these Terms and Conditions are inserted for convenience only and shall not affect the interpretation or construction of these Terms and Conditions.
Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral, and references to persons shall include an individual, company, corporation, firm or partnership.
Reference to "written" or in "writing" includes the electronic form.
References to "includes", "including", " in particular" or "for example" or like words shall be deemed to be followed by the words " without limitation"; and references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
2. Age Restriction
By registering for an Account and submitting an Order, you warrant that you are at least 18 years of age.
3. Terms and Conditions
These Terms and Conditions shall apply to all use of Our Website and Orders placed by You and accepted by Ur-Sltn under the same. When you submit an Order to Us, this shall always constitute your unqualified acceptance of these Terms and Conditions.
These Terms and Conditions shall prevail over any separate terms put forward by you. Any conditions that you submit, propose or stipulate in whatever form and at whatever time, whether in writing or orally, are expressly waived and excluded.
4. Entire Agreement
You confirm that you have authority to bind any business on whose behalf you use the Website to submit an Order.
In the event of any conflict between the provisions of these Terms and Conditions and the provisions of the Order, then the following order of precedence shall apply:
- the Order Confirmation prevails over
- these Terms and Conditions.
7. Registration for an Account
7.1 If You would like to place an Order through the Website or directly in writing to Us You will need to either contact us directly or register for an account on the Website which you will be able to access through the "My Account" part of the Website, and by which you will be able to change the details that we hold about You and manage the Services that we provide to You ("Account"). You may browse the Website without registering for an Account, but, to submit an Order, You will need to have a registered Account.
7.2 If You already have an Account, you can login to your Account to submit Orders.
7.4 Once You register for an Account, You will be asked to create a username and password for Your Account. You may change this password by accessing your Account and following the instructions. You must keep the password confidential and immediately notify Us if there is any unauthorised use of Your email address or your Account or any breach of security otherwise known to You. You acknowledge that any person to whom your username or password is disclosed is authorised to act as Your agent for the purposes of using (and/or transacting via) Your Account. Please note that breach of this confidentiality obligation shall give Us a right to immediately terminate the Agreement in place between us subject to our rights provided for in the same.
7.5 You must be registered for an Account with a valid email address that You can access regularly, so that, amongst other things, We can send administration and information emails to You. Any Account registered with another person's email address or with a temporary email address may be closed by Us without notice. We require You to validate your Account at registration or if we believe that You have been using an invalid email address.
7.6 We reserve the right to reject any registration for an Account and to refuse use of or access to the Website to anyone for any reason, at our absolute discretion.
8. Placing an Order and Forming an Agreement
8.1 Once you have a registered Account, you will be able to place Orders with Us.
8.2 By following the instructions on the Website or contacting Us directly, you will be able to select those Services in relation to which you would like to submit an Order to Us.
8.3 Before submitting an Order through the Website, you will be shown a webpage listing the Services you have selected together with the Fees payable for those Services. Alternatively, this will be done in writing. You will be given an opportunity to correct any errors in your selections prior to submitting your Order. Unless otherwise stipulated on the Website or agreed in writing by Us, all Fees are payable in the currency agreed between Us.
8.4 The Fees are payable by You in advance as specified in the Order Confirmation in respect of the Services You will be receiving, and You will pay the first tranche of Fees to Us in advance at the time that You submit your Order. Payment of the Fees must be made to us only in accordance with that agreed between us and as identified in an invoice (i.e. either by bank transfer or credit card). We shall not be bound to supply any Services to You until we have received the necessary cleared funds in full.
8.5 When You submit an Order to Us, You agree that you do so subject to these Terms and Conditions current as at the date on which you submit your Order. It is your responsibility to review the latest Terms and Conditions and the relevant applicable policies each time You submit an Order to Us.
8.6 You Order is an offer to purchase Services from Us, and it remains an offer until We issue Our Order Confirmation to You or when We receive Your notice that you would like to cancel your Order, whichever is earlier.
8.7 We shall not be obliged to provide any Services to You until we have accepted Your Order for those Services. We may refuse to accept Your Order for any reason (at our absolute discretion). By Us sending an Order Confirmation to You, whether by email, letter or by any other media, an Agreement will be formed between Us and become legally bound to provide the Services to You in accordance with these Terms and Conditions. Such acceptance takes place when we expressly accept your Order by sending you an Order Confirmation, whether by email, letter or any other media. An Order Confirmation shall take effect when it has been sent to You by Us.
8.8 We may send you an invoice at any time after we have sent you an Order Confirmation confirming Your Order with Us.
8.9 Until we have sent you an Order Confirmation, we reserve the right to refuse to process your Order, and You reserve the right to cancel your Order. If We or You cancel your Order before We have sent you an Order Confirmation, then we will arrange for you to be refunded any Fees that you have already paid in respect of that Order.
8.10 If, after submitting your Order, you realise that you have made a mistake in your Order, please contact us as soon as possible either directly or using the support ticketing system available through your Account.
8.11 When you submit an Order to Us You agree that you do so subject to these Terms and Conditions and the relevant policies current as at the date on which you submit your Order. It is your responsibility to review the latest Terms and Conditions and Our applicable policies on the Website each time you submit an Order.
8.12 Your Order is an offer to purchase Services from Us, and it remains an offer until We issue our Order Confirmation or when we receive Your notice that You would like to cancel your Order, whichever is earlier.
8.13 We shall not be obliged to provide any Services to You until we have accepted Your Order for those Services. We may refuse to accept Your Order for any reason (at our absolute discretion). An Order Confirmation may contain an Order number and details of your Order. An Agreement will be formed when we accept Your Order and become legally bound to provide the Services to You. Such acceptance takes place when we expressly accept Your Order by sending you an Order Confirmation, whether by email, letter or any other media, which shall state that We are accepting your Order. An Order Confirmation shall take effect when it has been sent to You by Us.
8.14 We may send you an invoice at any time on sending You an Order Confirmation.
8.15 Until We have sent you an Order Confirmation, We reserve the right to refuse to process Your Order, and You reserve the right to cancel Your Order. If We or You cancel Your Order before we have sent You an Order Confirmation, then We will arrange for you to be refunded any Fees that you have already paid in respect of that Order.
8.16 If, after submitting Your Order to Us, You realise that You have made a mistake in Your Order, please contact us as soon as possible either directly or using the support ticketing system available through Your Account.
9. Provision of the Services
9.1 Activation: when We send You Your Order Confirmation, We will activate the Services that are the subject of Your Order. We inform You of such activation in the Order Confirmation.
9.2 Term: following the date of the Order Confirmation, these Terms and Conditions will continue in force until otherwise terminated in accordance with these Terms and Conditions or superseded as notified by Us from time to time.
9.3 Services: We subject of the Agreement between Us. We warrant that:
- We shall use Our reasonable skill and care in providing the Services;
- Our employees, agents, contractors and subcontractors have the necessary skill to provide the Services;
- the Services will be provided in a professional, competent and workmanlike manner;
- We have all necessary consents, rights and permission to enter into, and perform Our obligations under, these Terms and Conditions; and
- We shall comply with all Applicable Laws in relation to the exercise of Our rights and performance of Our obligations under these Terms and Conditions.
9.4 No warranty
We do not warrant that the Services will meet Your individual requirements. We are not responsible for any people, equipment, deliverables or services that we are not expressly stipulated to provide under these Terms and Conditions. You are responsible for any people, equipment, deliverables and services that you need to obtain from someone other than Us. Except for any matter in relation to which we specifically agree in writing to advise or do, We shall not be responsible, or have any Liability (subject to Clause 15.2) for advising on, or failing to advise on, or doing, or failing to do, anything else.
9.5 "Unlimited" bandwidth
Where We say that features of the Services are "unlimited", that is always subject to:
- fair use;
- Your use of the Services for what a reasonable person might consider to be the provision of a publicly available website or service;
- Suspension of the Services in accordance with the Terms and Conditions and/or any Order entered into under the same; and
- Your compliance with Your obligation under these Terms and Conditions.
9.6 No guarantee
We do not warrant that the Services (including any access to your Account) will be uninterrupted, error-free or secure from unauthorised access, or that they will meet Your individual requirements. Whilst We use our reasonable endeavours to make the Services available, We shall not have any Liability (subject to Clause 15) if for any reason the Services are unavailable for any time or for any period. We make no warranty that your access to the Services will be uninterrupted, timely or error-free. Due to the nature of the Internet, this cannot be guaranteed. However, We will use our reasonable endeavours to ensure at least a 99.5% uptime Services availability level.
We reserve the right, at any time, to carry out repairs, maintenance or introduce new facilities and functions in respect of all or any part of the Services.
We will monitor Our provision of the Services using Our own monitoring tools. We will only rely on our Own monitoring tools to assess the performance of the Services, and We will not consider or accept any results, reports or data from your monitoring tools in relation to the Services.
We shall use Our reasonable endeavours to perform our obligations under these Terms and Conditions within any timescales set out between Us. For the avoidance of doubt, time is not of the essence and, in particular, subject to Clause 15.2, We shall not have any Liability for any delays or failures to accurately perform Our obligations:
- if We have used those endeavours; or
- if caused by any failure or delay on Your part or by any breach by You of these terms or conditions or any other agreement between Us and You.
- if there is any slippage in time, We shall use our reasonable endeavours to reschedule delayed tasks to a mutually convenient time.
9.10.1 Except as specifically stipulated in these Terms and Conditions, We shall not be responsible for providing or achieving any particular results or outcomes within a particular time frame.
9.10.2 Except where expressly stated in these Terms and Conditions, We exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Services.
9.12 No warranty as to compatibility
We do not warrant that the Services will be compatible with all Material.
9.13 Third party access
You acknowledge that the servers used in the provision of the Services (including virtual private services (known as VPS servers) and physical private servers (known as dedicated servers)) may be accessible to all users of the Internet. We do not and cannot make any guarantee as to, and (subject to Clause 15) we shall not have any Liability in respect of, the protection or security of any information held on the servers .
We may, at Our absolute discretion, from time to time either host the Services (and any Material) on Our own servers or use third party suppliers to do so in whole or in part. You acknowledge that We may do this from time to time without prior notice and without the need for prior agreement and provide reasonable additional obligations or requirements on you or reasonably restrict your rights due to the requirements of the third party suppliers.
10. Your Obligations
10.1 Correct information
You must only submit to Us or the Website information (whether Material, contact details or otherwise) which is accurate and not misleading and you must keep it up-to-date and inform Us of any changes.
10.2 Your responsibilities
You must immediately on becoming aware:
10.2.1 co-operate with Us;
10.2.2 provide Us with any information We reasonably require in respect of the Services from time to time;
10.2.3 report any faults or suspected faults with or in the Services to Us;
10.2.4 report to Us any abuse of the Internet (including spam, hacking and phishing) that you consider to have taken place through the use of the Services by any person, and you shall include in such report as much information as you are able to provide to Us relating to the type of abuse that you have witnessed;
10.2.5 use your own login details for the Website and not impersonate any other person or adopt a false identity;
10.2.6 keep Your password strictly confidential and secure, and immediately change Your password if You know or suspect that any unauthorised third party becomes aware of Your password or if You become aware of unauthorised use of Your password or there is any other breach of security known or suspected by You;
10.2.7 maintain access to the Services through Your Internet or telecoms service providers, and We are not responsible for any connections from your system to the Services;
10.2.8 license and configure any third party hardware and/or software necessary for You to remotely access and use the servers We use in the provision of the Services;
10.2.9 be responsible for ensuring that You have the knowledge and expertise necessary to access and make use of the Services;
10.2.10 ensure that all Material is suitable and prepared for use in conjunction with the Services;
10.2.11 be responsible for ensuring and you hereby warrant and undertake to Us that, Your use of the Services and any Material:
a) does not infringe the privacy rights or Intellectual Property Rights of any third party;
b) does not harm Us or bring Us or Our name into disrepute;
c) is not for the purposes of sending spam or other unsolicited emails;
d) is not for the purposes of breaching or circumventing the security of any network or Internet user;
e) does not impose an unreasonable or disproportionately large load on Our infrastructure or the Services (whether or not the Services have "unlimited" elements, such as in relation to Internet traffic or disk usage);
f) does not interfere with another user's use of the Services or similar services;
g) is not defamatory, obscene, abusive, malicious, indecent, harassing or discriminatory;
h) conforms in all respects will all Applicable Law; and
i) does not contain any material detrimental to Us or any other user of the Services or similar services, including any viruses, trap doors, back doors, Trojan horses, time bombs, easter eggs, worms, cancelbots or other computer programming routines that are intended to detrimentally interfere with, damage, expropriate or surreptitiously intercept any system, data or personal information;
10.2.12 promptly comply with Our reasonable requests from time to time in connection with these Terms and Conditions;
10.2.13 ensure that the Services are sufficient and suitable for Your purposes and meet Your individual requirements;
10.2.14 at all times, use strong processes and controls to protect the security of Personal Data; such controls must enforce access to Personal Data on a need-to-know basis and also protect against unauthorised observation, change, deletion, corruption, contamination, acquisition or transmission, while at rest or in transit;
10.2.15 have plans and processes in place for maintenance, oversight and continuous improvement within your organisation; management and responsibility for information security must be a clear priority within Your organisation; and
10.2.16 ensure that all Your staff are appropriately aware and trained in information security processes and protocols as may be considered reasonable in your industry and operations.
You must not, whether yourself or in conjunction with anyone else:
10.3.1 manipulate Orders or transactions in ways that are unfair to Us or other users of the Website and/or the Services; and
10.3.2 use or access the Website and/or the Services in contravention of any Applicable Law.
10.4 Warranty as to Material
You warrant that the Material is owned by You. It is Your responsibility to make sure that You have all necessary rights and consents relating to Your use of the Material in conjunction with the Services.
You are responsible for keeping regular and full backups of all Material, unless we have agreed to provide specific backup services. Subject to Clause 15.2, we shall have no Liability for any failure by you to backup any Material. If any Material is lost or corrupted for any reason and you do not have an appropriate backup, we will not be able to help you recover that lost or corrupted Material except to the extent that you subscribe for specific backup services.
10.6 Indemnity as to Material
You shall indemnify and hold us harmless against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties, fines and legal and other reasonable professional costs and expenses) suffered or incurred by Us arising out of or in connection with any breach by You under these Terms and Conditions. This indemnity shall apply whether or not you have been negligent or at fault.
You shall take out and maintain in force at Your own cost during the Term of the Agreement between Us and for a period of 6 (six) years after the termination or expiry of the Services such insurance as would usually be effected and maintained by a reasonably prudent person performing equivalent functions and services to You including without limitation (i) Professional indemnity insurance of no less than five million pounds sterling (£5,000,000) for any one claim arising out of a single event and without limit as to the number of claims during the period of insurance; (ii) Public Liability Insurance of no less than five million pounds sterling or the amount specified in an Order whichever is greater; (iii) Employer's Liability Insurance of no less than tem million pounds sterling (£10,000,000); (iv) Cyber Insurance; (v) Data Protection Law breach Insurance. Furthermore, You are responsible to ensure that You have in place insurance in relation to any Material, including in relation to the loss or corruption of that Material.
10.8 Data warehousing (or similar)
You acknowledge that the Services and any Material may not be used for the purpose of data warehousing such as (but not limited to) storage of backup or archival data, mirror sites, or personal multimedia content such as movies, music, photos or other media.
10.9 Excess usage
We monitor use of the Services and, if We consider that, for example, Your use of the Services (for example, Your mailboxes, disc space usage or CPU) is excessive, We reserve the right to:
10.9.1 contact You requiring You to reduce that usage; and/or
10.9.2 in respect of mailboxes, empty Your spam/junk/deleted items folder, provided We inform You by email seven days in advance.
10.9.3 Peer-to-peer media (including files) sharing or streaming: You acknowledge that the Services and any Material may not be used for the purpose of peer-to-peer file or media sharing, streaming, BitTorrent, Tor or other similar forms of data transmission.
10.10 Content delivery networks
You acknowledge that the Services and any Material may not be used for the purposes of providing or participating in a content delivery network.
10.11 Suspension of the Services
We reserve the right to suspend Our provision of the Services to You if Your use of the Services is having a detrimental impact on Our other customers. This might happen if, for example, Your website (in respect of which You use the Services):
10.11.1 has been hacked (such as through bugs in commonly-used software including WordPress);
10.11.2 contains malware;
10.11.3 is attacked (including by a denial of service attack); and/or
10.11.4 is badly coded.
In all of the above examples, Your website might use excessive resource on Our servers to the detriment of Our other customers' use of the Services. Following the decision to suspend any Services, We will contact You with details of the suspension and invite You to remedy the situation if appropriate, or, for example in the case of a denial-of-service attack, when We next review the situation. In such a situation, You are able to discuss what may be required for the Services to be reinstated by contacting us either directly or through the support ticketing system available through your Account.
10.12 Removal of Material
We reserve the right, and have absolute discretion, but not an obligation, to remove, screen or edit any content (including Material) that is in breach of these Terms and Condition or is otherwise objectionable. Without prejudice to any other provision of these Terms and Conditions, We reserve the right to immediately remove any Material to which We object and/or if you are otherwise making inappropriate use of the Services contrary to the requirements of these Terms and Conditions.
In consideration of the provision and performance of the Services to the Customer, the Customer shall pay Ur-Sltn by bank transfer to the account identified by Ur-Sltn from time to time by the due date as stated on the invoice. If any amount, in the absence of a dispute, is not paid to Ur-Sltn by the due date identified in the invoice the Customer shall pay statutory interest (Late Payments of Commercial Debts (Interest) Act 1998) on such sum to Ur-Sltn as identified and invoiced to the Customer by Ur-Sltn.
At this time We will send You a monthly, quarterly, semi-annually and/or annually in advance Invoice, depending upon the requirement and the date of activation of the Service. Please note that Domain Name registration Fees are non-refundable.
If agreed between the Parties in advance of any payment, Ur-Sltn does also accept Visa and Master Card.
10.14 Late payment
We will send you a reminder for payment of Fees following Us sending an invoice to You. If you have not paid any invoice within 14 days of Us having sent that reminder to You, We will have the right, subject to the application of interest pursuant to clause 10.13 Fees above, to either suspend or terminate the provision of the Services with You without notice in accordance with these Terms and Conditions.
10.15 Increase in Fees:
We may increase any Fees at any time on notice to You of 3 (three) Business Days, with the increase taking effect from the next payment date for the Fees in accordance with Clause 10.1. For the avoidance of doubt this shall include annual increases to the Services. If You do not accept the increase notified to You, You have the right to terminate the provision of Services between Us in accordance with these Terms and Conditions.
The price of the Services as listed on the Website or quoted by email excludes VAT, however you will be charged VAT at the applicable current rate chargeable in the UK. If Your use of the Services is for business purposes and your business is located in a country either in or outside of the European Union that is not in the UK, it is your responsibility to assess and submit VAT (or any local equivalent) to the appropriate authority.
11. Support Services
11.1 What We Provide
We shall use Our reasonable endeavours to correct any errors or omissions in the Services as soon as practicable during Business Hours on Business Days after receiving full and clear information on them. However, since We do not guarantee that the Services will be free from faults, We shall provide support accessed by means of a ticketing system available through Your Account for You to use for Us to deal with any faults and also for answering queries ("Support Services"). We shall use Our reasonable endeavours to respond to a request for Support Services within a reasonable amount of time, but We cannot guarantee any particular result or outcome within any particular amount of time. Furthermore, without limitation, We may need to obtain support in turn from a third party that assists Us with the provision of the Support Services.
The following are expressly excluded from the Support Services:
11.2.1 rectification of lost or corrupted Material;
11.2.2 rectification of any failure by You to take appropriate backups;
11.2.3 resolving faults or defects that arise as a result of Your failure to comply with these Terms and Conditions or any other agreement between You and Us; and
11.2.4 changing or updating in any way the content of any website that is the subject of these Terms and Conditions.
We may provide any of the excluded services listed in this Clause 11.2 as part of the Support Services at our absolute discretion. Subject to Clause 15.2, We will not have any Liability for Our provision of any of those excluded services to You.
We provide the Support Services with every agreement entered into under these Terms and Conditions as an inclusive part of the Services, at no extra charge.
12. Data Protection
12.1 Data Controller and Data Processor
12.2 Registrations and notifications
Each Party confirms that it holds, and during the term of these Terms and Conditions will maintain, all registrations and notifications required in terms of the Data Protection Laws which are appropriate to its performance of the obligations under these Terms and Conditions.
12.3 Legal Compliance
Each Party confirms that, in the performance of these Terms and Conditions, it will comply with Data Protection Laws.
12.4 Our obligations
12.4.1 Process Personal Data during the Term only on documented instructions from You, unless required to do so by Data Protection Laws or any other applicable law to which We are subject; in such a case, we shall inform You of that legal requirement before Processing, unless that law prohibits us to so inform You;
12.4.2 ensure that persons authorised to Process the Personal Data in accordance with these Terms and Conditions are subject to binding obligations of have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
12.4.3 take all measures required pursuant to Article 32 of the GDPR in respect of security of Processing;
12.4.4 subject to Clause 12.12 and Clause 12.13, not commission any subcontractor in respect of Processing Personal Data without your prior written consent (such consent not to be unreasonably withheld or delayed), and ensure that any such subcontractor we commission complies with the provisions of this Clause 12 as if it was a Party;
12.4.5 taking into account the nature of the Processing, assist you by putting in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject's rights laid down in Data Protection Laws, to the extent that such requests relate to this Agreement and our obligations under it;
12.4.6 assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 (as applicable) of the GDPR taking into account the nature of Processing the Personal Data and the information available to us;
12.4.7 at Your option, delete (to the extent practicable) or return all the Personal Data to you after termination of these Terms and Conditions and/or any Order entered into under the same or otherwise on your request, and delete existing copies (to the extent practicable) unless applicable law requires our ongoing storage of the Personal Data;
12.4.8 make available to You all information necessary to demonstrate our compliance with this Clause 12, and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you; and
12.4.9 inform You on becoming aware if, in our opinion, an instruction from you infringes (or, if acted upon, might cause the infringement of) Data Protection Laws.
12.5 Notification of Personal Data Breaches
Each Party will notify the other Party as soon as is reasonably practicable if it becomes aware of a Personal Data Breach relating to either Party's obligations under this Agreement and take all reasonable steps to mitigate the risk of any similar Personal Data Breach occurring in the future. Not disclose any information about or in connection with any Personal Data Breach other than to each other and/or with the express written approval or as required to be disclosed by Applicable Law or by a regulatory/supervisory authority or by court order only to the extent that and for the purpose for which such disclosure is required and provided that the other Party shall provide as much notice as is reasonable in the circumstances.
12.6 Impact assessments:
You shall undertake appropriate data protection impact assessments to ensure that Processing of Personal Data complies with Data Protection Laws. We will provide You with reasonable assistance, where necessary and upon Your request, in carrying out any data protection impact assessment and undertaking any necessary prior consultation of the Supervisory Authority.
12.7 Data protection principles
It is Your responsibility to ensure that Personal Data is dealt with in a way that is compliant with Article 5(1) of the GDPR.
12.8 Your obligations:
You shall ensure that:
12.8.1 You are able to justify the Processing of Personal Data in accordance with Article 6(1) of the GDPR (including, where applicable, obtaining any and all consents of Data Subjects required in order to commence the Processing), and that you have recorded or documented this in accordance with the record keeping requirements of the GDPR;
12.8.2 where Personal Data falls within the Special Categories of Personal Data, Article 9(2) of the GDPR applies to that Personal Data before Processing takes place;
12.8.3 where Article 9(2) of the GDPR does not apply to any Personal Data falling within the Special Categories of Personal Data, no such data will be sent to Us; and
12.8.4 You have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Us for the duration and purposes of these Terms and Conditions and any Order entered into under the same.
12.9 Our responsibility for compliance
In the event that we:
12.9.1 comply with Your instructions in respect of Processing, We shall not have any Liability (subject to Clause 15.2 (as applicable)) for any damage caused by Processing that Personal Data, or for any consequences in the event that such Processing otherwise infringes Data Protection Laws, to the extent that such damage or consequences result from our compliance with such instructions; and/or
12.9.2 refuse to comply with your instructions in respect of Processing due to concerns that compliance will cause a breach of Data Protection Laws, We shall not have any Liability (subject to Clause 15.2 (as applicable)) for any failure to follow such instructions.
You agree to indemnify Us and keep Us indemnified and defend Us at your own expense, against all costs, claims, damages, fines or expenses incurred by Us or for which we may become liable, due to any failure by You or Your employees or agents to comply with this Clause 12.
12.12 Subcontractors for Processing
You authorise Our engagement of third parties as subcontractors for the purposes of Processing; in the event that we contract with such subcontractors in accordance with the requirements of Data Protection Laws. Your entry into these Terms and Conditions including any Order entered into under the same will constitute your prior written consent to that subcontracting by Us in respect of the relevant Processing.
12.13 New subcontractors for Processing
In the event that we engage any new subcontractor for the purposes of Processing during the Term of these Terms and Conditions, we will inform you at least 1 (one) month in advance of the engagement commencing, together with relevant information relating to that subcontractor and its operations. You may object to that engagement by contacting us, and, as your sole and exclusive remedy for such engagement, terminate these Terms and Conditions and/or any Order entered into under the same.
12.14 Intellectual Property Rights
12.14.1 What We own: You acknowledge that We own:
a) all Intellectual Property Rights in the Services and any rights arising out of any works arising in connection with the Services and
b) any IP address allocated to you as part of the Services, and such IP address is not portable or transferrable to another hosting provider at any time, including in the event that these Terms and Conditions and/or any Order entered into under the same are terminated.
12.14.2 We grant to You a non-exclusive licence to Use the Services and any such IP address to the extent necessary for You to receive the provision of the Services from Us.
12.14.3 Ur-Sltn is the absolute legal and beneficial owner of the name, logo and any other name or logo owned by Ur-Sltn from time to time (" Ur-Sltn Trade Marks"). You shall not have any right to use or reproduce any Ur-Sltn Trade Mark.
12.14.4 What you Own: We acknowledge that You own all Intellectual Property Rights in the Material, where your ownership is subject to the obligations contained in these Terms and Conditions and, in particular, Clause 7. You grant to Us a non-exclusive licence to use that Material to the extent necessary for Us to provide the Services to You.
12.15 Termination by us on Notice
12.15.1 We may terminate these Terms and Conditions and/or any Order entered into under the same between us in relation to the provision of Services at any time by giving You not less than 30 (thirty) day's notice.
12.15.2 We may provide You with immediate Notice to terminate these Terms and Conditions and/or any Order entered into under the same between Us in the event that You:
a) do not make any payment to Us when it is due and you still do not make payment within 14 (fourteen) days of Us reminding you that payment is due;
b) do not, within a reasonable amount of time of Us asking for it, provide Us with information that is necessary for Us to provide the Services;
c) are in breach of any of Your obligations under this Agreement;
d) are unable to pay Your debts when they fall due;
e) have a petition for administration or winding up proceedings;
f) have a receiver or manager appointed over any of Your property or assets;
g) are the subject of a bankruptcy petition;
h) enter into any composition with creditors generally; and/or
i) take or suffer any steps preparatory to the situations set out in Clauses 12.15.2c to 12.15.2h, or if any distress or execution is levied or threatened on any of your property or assets.
12.16 Event Outside Our Control
We may terminate these Terms and Conditions and/or any Order entered into under the same in accordance with Clause 17.3.
13. On termination
13.1 In the event that these Terms and Conditions and/or the Agreement between us in relation to the provision of Services is cancelled or terminated:
13.1.1 all relevant Material will be automatically deleted from our servers and, as is the case through the term of these Terms and Conditions and/or any Order entered into between us under the same, You are responsible for taking appropriate backups of such data and material at all times;
13.1.2 We will cease to provide any relevant Services to You; and
13.1.3 the accrued rights, remedies, obligations and liabilities of Us and You as at cancellation or termination shall not be affected, including the right to claim damages for any breach of these Terms and Conditions and/or any Order entered into under the same which existed at or before the date of cancellation or termination.
Termination of these Terms and Conditions shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
14.1 Domain name fees
Please note that domain name registration fees that You pay to Us are not refundable and the domain name will remain registered for the duration of the registration term. Once this term has expired, unless You have renewed the term, the domain name will expire. Please see Domain Registration Services for more information.
14.2 SSL Certificate fees
Please note that SSL Certificate fees that You pay to Us are not refundable and the SSL Certificate will remain issued for the duration of the SSL Certificate term.
15. Limitation of Liability
15.1 This Clause 15 prevails over the Agreement in place between Us and sets forth Our entire Liability, and your sole and exclusive remedies, in respect of performance, non-performance, purported performance, delay in performance or mis-performance of these Terms and Conditions and/or any Order entered into under the same.
15.2 We shall not exclude or limit our Liability for:
- our fraud; or
- death or personal injury caused by our Breach of Duty; or
- any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
- any other Liability which cannot be excluded or limited by applicable law.
15.3 Subject to Clause 15.4, we do not accept and hereby exclude any Liability for Breach of Duty other than any Liability arising pursuant these Terms and Conditions and/or any Order entered into under the same.
15.4 For the avoidance of doubt, We exclude any Liability in respect of any:
15.4.1 indirect or consequential losses, damages, costs or expenses;
15.4.2 loss of actual or anticipated profits;
15.4.3 loss of contracts;
15.4.4 loss of use of money;
15.4.5 loss of anticipated savings;
15.4.6 loss of revenue;
15.4.7 loss of goodwill;
15.4.8 loss of reputation;
15.4.9 loss of business;
15.4.10 ex gratia payments;
15.4.11 loss of operation time;
15.4.12 loss of opportunity;
15.4.13 loss caused by the diminution in value of any asset; or
15.4.14 loss of, damage to, or corruption of, data;
whether or not such losses were reasonably foreseeable or We or Our agents or contractors had been advised of the possibility of such losses being incurred. For the avoidance of doubt, Clauses 15.4.2 to 15.4.14 (inclusive) apply whether such losses are direct, indirect, consequential or otherwise.
15.5 Subject to Clause 15.2, our total aggregate Liability arising out of or in connection with all claims in aggregate (including warranty claims and losses relating to the breach of warranty) shall be limited to the greater of:
- 100% of all amounts paid in aggregate, by You to Us under this Agreement in the 12 months prior to the date on which the claim first arose; or
The limitation of Liability under Clause 15.5 has effect in relation both to any Liability expressly provided for under these Terms and Conditions and/or any Order entered into under the same and to any Liability arising by reason of the invalidity or unenforceability of any term of these Terms and Conditions and/or any Order entered into under the same.
You acknowledge and agree that We only provide the Services to You on the express condition that we will not be responsible, nor shall we have any Liability (subject to Clause 15.3) directly or indirectly for any act or omission of You or any third party.
16.1 Any notice given to either Us or You by the other under or in connection with this Agreement shall be in writing, addressed (as applicable) to Us at our registered office or addressed to You at such address as you may have specified to Us from time to time, and shall be delivered by email, personally, sent by pre-paid first class post, recorded delivery or commercial courier.
16.2 A notice shall be deemed to have been received: if sent by email or delivered personally, when sent or left at the last notified address provided done on a Business Day during Business Hours. If not, the next Business Day shall be the date of receipt. If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; and, if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed provided done on a Business Day during Business Hours. If not, the next Business Day shall be the date of receipt.
17. Events Outside Our Control
17.1 Subject to Clause 15, We will not have any Liability or be responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions and/or any Order entered into under the same between Us that is caused by an Event Outside Our Control.
17.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:
17.2.1 We will contact you as soon as reasonably possible to notify You of the Event Outside Our Control; and
17.2.2 Our obligations under these Terms and Conditions and/or any Order entered into under the same will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our performance of our responsibilities under these Terms and Conditions and/or any Order entered into between Us under the same, we will restart the performance of those responsibilities as soon as reasonably possible after the Event Outside Our Control is over.
17.3 We shall have a right to terminate these Terms and Conditions and/or any Order entered into under the same if the Event Outside Our Control continues for longer than 4 (four) weeks, in which case such termination by Us shall have immediate effect.
18. Retention of Records
We shall keep a record of your Order and these Terms and Conditions until 6 (six) years after You submit Your Order to Us through the Website. However, for your reference in future, We recommend that You print and keep a copy of these Terms and Conditions and/or any Order entered into under the same including the Order Confirmation.
19. Complaints Procedure
We value your satisfaction with the Website and the Services. If you have a complaint, You should contact Us by means of the Support Services. We will try to address any such complaints You may have as soon as reasonably possible. If You feel that Your complaint was not addressed to Your satisfaction, then you may escalate Your complaint by means of a notice to Us in accordance with these Terms and Conditions. Upon receipt of such notice, your complaint will be assessed by a company director and a full response will be made within 15 Business Days of receipt.
20.1 A person who is not Us or You shall not have any rights under or in connection with these Terms and Conditions and any Order entered into under the same.
20.2 These Terms and Conditions are personal to You. You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, these Terms and Conditions and/or any Order entered into under the same or any right, benefit or interest under it, nor transfer, novate or sub-contract any of your obligations under it, without Our prior written consent (such consent not to be unreasonably withheld or delayed).
20.3 We may transfer Our rights and obligations under these Terms and Conditions and/or any Order entered into under the same to another organisation, and We will always inform You if that happens, but this will not affect Your rights or Our obligations under these Terms and Conditions and/or any Order.
20.4 If We fail to insist that You perform any of Your obligations under these Terms and Conditions and/or any Order entered into under the same, or if We do not enforce our rights against You, or if we delay in doing so, that will not mean that We have waived our rights against You and will not mean that You do not have to comply with those obligations. If We do waive a default by You, We will only do so in writing, and that will not mean that we will automatically waive any later default by You.
20.5 Each of the provisions of these Terms and Conditions operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining provisions will remain in full force and effect.
20.6 Nothing in these Terms and Conditions and/or any Order entered into under the same shall constitute a partnership or employment or agency relationship between Us and You.
20.7 Subject to clause 20.9 below, any question, dispute or difference, which may arise concerning the construction, meaning, effect or operation of these Terms and Conditions and/or any Order entered into under the same or any matter arising out of or in connection with the same shall be escalated internally between the Parties to resolve the matter in the first instance.
20.8 These Terms and Conditions and/or any Order entered into under them and any dispute or claim arising out of or in connection with the same (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
20.9 Subject to the dispute resolution procedure provided for under clause 20.7 above, You submit to the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation.