Website Hosting Terms & Conditions

Hughes & Co Design Hosting Terms and Conditions 

 This Hosting agreement is between is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all website hosting services (hereinafter collectively referred to as “Hosting Services”) ordered by Client. 

The Client is contracting Hughes & Co Design as a provider of hosting services for a 12-month period.  

Services not considered ‘website hosting’ such as support and maintenance may be supplied by Hughes & Co Design under separate agreement and where this is not in place are subject to be charged at a regular hourly rate and will not be considered part of this contract.  

This Agreement may be terminated by either party upon 30 day written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Hughes & Co Design immediately if (i) Client fails to pay any fees hereunder; or (ii) if Client hinders Hughes & Co Design in their ability to perform services or fails to cooperate. 

Website Hosting Services: 

• Hughes & Co Design shall render memory and computing capacity, for the storage of Client website and for the operation of applications that can be utilised via the internet. 
• Hughes & Co Design shall create, grant and maintain the connection between the server and the internet so that the data stored on the server can be transmitted to the calling computer without disruption and whenever required by external computers on the internet (clients) by means of the common internet protocols. 
• Hughes & Co Design shall endeavour to render the data, stored by the contract partner in accordance with the Terms and Conditions of the agreement, available to the global public via the internet 24 hours a day, seven days a week. Hughes & Co Design does not accept liability for unsuccessful access to the respective website, insofar as networks are used that are not exclusively operated by Hughes & Co or its direct contractors including their interfaces to third-party networks. 
• Hughes & Co Design shall endeavour to render the systems available via internet for at least 98.5% of the annual operating time (availability). 

Fees – Client agrees to pay Hughes & Co Design any and all fee(s) as billed in accordance with this agreement. The fee(s) must be received at the start of any hosting services.  

The agreed flat rate comprises an individually agreed volume of storage and monthly data transfer volume as specified in the Quotation provided by Hughes & Co Design. In the event that the agreed volumes are exceeded, the Client shall pay an additional fee. Hughes & Co Design shall inform the customer that the volumes have been exceeded immediately after determining this, at the latest, however, when sending the next regular invoice. If such information is not provided, the obligation to pay the additional fee no longer applies. 

Refunds and Cancellation – The client further agrees that, in the event of any termination of this agreement by that client, that any refunds and cancellation fees will be applied on the basis of the schedule set out below 

Hosting: Only full clear months may be refunded against any remaining hosting
Plugin Licences: Non refundable and non transferable
CDN /Other services: Non refundable and non transferable
SSL: Non refundable and non transferable
Domain Names: Non refundable, transfer of a domain name to another provider £50+VAT
Website: Transfer of website files to another provider £120 +VAT 

Website files and domain names will not be transferred until all outstanding fees, refunds or transfer fees have been settled in full. 

Client Responsibilities and Acknowledgements – For the purposes of Hughes & Co Design to provide these services, the Client understands, acknowledges and agrees that: 

• The Client is responsible for maintaining its data on the server. The Client is given
  user credentials, password and specific URL address to access, alter and update the data. 
• The Client is obliged not to disclose the user credential information to unauthorised third parties. 
• The Client shall inform Hughes & Co Design immediately if they obtain knowledge that unauthorised third parties are aware of the user credentials. Unauthorised third parties are not such persons who utilise storage, which forms the subject matter of the agreement, with the knowledge and agreement of the Client. 
• The Client shall provide assurance that they do not enter any content or data, which infringe legal regulations, third party personal rights and trademark rights or morality. The Client must in particular heed the data protection provisions to the benefit of the users. 
• In the event of an infringement of the above condition, The Client is obliged to refrain from all further infringements, to compensate Hughes & Co Design for the resultant or resulting loss and to indemnify and exempt Hughes & Co Design from third party claims for damages and the reimbursement of expenses caused by the infringement. The exemption obligation also extends to the obligation to fully exempt Hughes & Co Design from all legal defence costs (costs for courts, lawyers, etc.). 
• Hughes & Co Design’s right to take further measures, in particular to bar the contents and to issue an extraordinary notice of termination. 

Temporary Bar of Service – Hughes & Co Design is entitled to disrupt the connection between the stored data and the internet on a temporary basis (barring of the system) if sufficient indications in respect of illegal contents of the stored data exist, in particular as the result of a warning by a supposed infringed party, unless this is obviously unfounded, or as the result of investigations by state authorities. The bar shall be restricted to the supposed infringing contents, if possible. The Client shall be informed of the bar and should be given the reason. The Client shall also be requested to remove the supposed illegal contents or to present their legality and prove it, if necessary. The bar shall be removed as soon as the suspicion has been invalidated. 

If the Client operates programs on the rented storage space, which could negatively impact or, due to known security flaws, threaten the operating characteristics of the systems of Hughes & Co Design or its agents, Hughes & Co Design is entitled to immediately bar the hosting service. 

The bar shall, if possible, be restricted to the programs causing the negative impact. The Client shall be informed immediately of the bar and should be given reasons. 

Hughes & Co is further entitled to temporarily disrupt the connection between the stored data and the internet if the customer, on two successive occasions, defaults on payment of the agreed fee or a significant part thereof. Hughes & Co Design shall inform the customer that it intends to execute a bar at least 48 hours prior to actual execution. After payment of the arrears, Hughes & Co Design shall immediately remove the bar. 

Despite the bar of hosting service for one of the above-mentioned reasons, the Client is obliged to pay the agreed fee, even for the period where the bar applies. 

Disruption of Service and Other Defects – If disruptions occur to system availability, the Client shall inform Hughes & Co Design of this immediately. Hughes & Co Design shall attempt to resolve the disruption of availability immediately. 

In the event of long-term, substantial defects of storage, Hughes & Co Design is entitled to remove the defects within a period of grace of 14 days granted by the Client. If a substantial defect cannot be removed within the period of grace, the contract partner can reduce the fee payable. 

Indemnification – Client shall indemnify and hold harmless Hughes & Co Design (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Hughes & Co Design as a result of any claim, judgment, or adjudication against Hughes & Co Design related to or arising from (A) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Hughes & Co Design (the “Client Content”), or (B) a claim that Hughes & Co Design’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, Hughes & Co Design must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defence and all related negotiations. 

Disclaimer of All Other Warranties – Hughes & Co Design does not warrant that the hosting services will meet the Client’s expectations or requirements. the entire risk as to the quality and performance is with Client, except as otherwise specified in this agreement, Hughes & Co Design provides its services “as is” and without any kind of warranty. The parties agree that (A) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (B) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. if any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Limited Liability – In no event shall Hughes & Co Design be liable to the Client for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. there shall be no refunds. Hughes & Co Design makes no warranty of any kind, whether express or implied, with regard to any third-party products, third party content or any software, equipment, or hardware obtained from third parties. 

• Hughes & Co Design is not responsible for the content of the Client’s saved data or the saved contents. Hughes & Co Design also does not accept liability for damage suffered by the Client due to alterations of the saved data by the customer or other internet users, third parties or hackers. 
• In addition, Hughes & Co Design is not liable for any damages caused by the circumvention of password protection and similar protection facilities through “hacking” on the server used by the Client. Hughes & Co Design and the Client are both informed of the fact that a binding assurance regarding the security of these protection facilities is not possible due to the manifold opportunities of unauthorised third parties to influence the system in and via the internet. 
• Hughes & Co Design shall not be liable for the protection of the privacy of electronic mail or any other information transferred through the Internet or via any network provider and no guarantee or representation is given that the Hosting Services will be free from hackers or unauthorised users. The Client shall be liable for the content of any emails transmitted by virtue of the Hosting Services, for any material uploaded to, or allowed to be uploaded to, our servers and for ensuring compliance at all times with all relevant legislation (including, but not limited to the Data Protection Act 1998 and all other privacy laws, regulations and guidance notes made or issued thereunder). 
• Hughes & Co Design will not be responsible for the following types of losses (in each case whether direct, indirect or consequential) and whether they are caused by our negligence or otherwise: 

• • Loss of income or revenue;
  • Loss of business; 
  • Loss of profits or contracts; 
  • Loss of anticipated savings; 
  • Loss of goodwill; 
  • Loss of software or data; 
  • Wasted expenditure (such as pay per click advertising costs); or 
  • Wasted management or office time. 

Client Representations – Client makes the following representations and warranties for the benefit of Hughes & Co Design: 

• Client represents to Hughes & Co Design and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork on the Client website are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Hughes & Co Design and its subcontractors from any claim or suit arising from the use of such elements furnished by Client. 
• Client guarantees to Hughes & Co Design and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to commencing Hosting Services. 
• From time-to-time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. 
• Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Hughes & Co Design and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce. 

Confidentiality – Both parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Hughes & Co Design and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date. 

Force Majeure – Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event. A Force Majeure event includes any event, act, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: 

• Misuse, alteration or interference by you or any third party of our servers or systems (including virus and hacker attacks); 
• Strikes, lock-outs or other industrial action; 
• 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; 
• Impossibility of the use of public or private telecommunications networks; and 
• acts, decrees, legislation, regulations or restrictions of any government. 

Our performance under the Contract will be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event. 

Relationship of Parties – Hughes & Co Design, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Hughes & Co Design, whether by regulation or contract. In no way is Hughes & Co Design to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding. 

Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered mail, return receipt requested or by Royal Mail. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph. 

Jurisdiction/Disputes – This Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. 

Assignability – Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Hughes & Co Design. Hughes & Co Design reserves the right to assign subcontractors as needed to this project to ensure on-time completion. 

Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. 

Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement. 

Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns. 

No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. 

Read, Understood and Authorised – By purchasing Hosting Services, Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.