Service Agreement
This agreement (the "Agreement") sets out the terms and conditions governing your use of the dedicated hosting service and the content, features and functionality comprised within it (the "Service"). A full technical description of the Service is set out in the order form attached (the “Order Form”). The Service is supplied by SLEEK NETWORKS Ltd, whose registered office is 20 Commercial Road , Southend, Essex , SS0 0QJ , UK (Company No. 5611125) (“SLEEK NETWORKS”)
This Agreement, together with the Acceptable Use Policy attached ("AUP") explains SLEEK NETWORKS’ responsibilities to you and your responsibilities to SLEEK NETWORKS and to other users of the Internet ("Users"). The AUP in particular outlines what we consider to be unacceptable use of the Internet by our customers so that we can take appropriate steps against abusers of the Internet. Please ensure you read this Agreement, the AUP and the Order Form carefully. If there is anything you do not understand, please feel free to phone SLEEK NETWORKS on 0845 638 1805.
The AUP, the Order Form and the Domain Name Registration Services Terms and Conditions (where applicable) are an integral part of this Agreement and, unless otherwise expressly stated, all references to this “Agreement” include reference to the AUP, the Order Form and the Domain Name Registration Services Terms and Conditions (where applicable). Please indicate your acceptance of the provisions of this Agreement by completing and confirming the Order Process.
1. Definitions:
In this Agreement, the following terms shall have the following meanings:
“Commencement Date” means the date from which SLEEK NETWORKS provides the Service to you;
“Contract Term” means the period set out in the Order Process for which you contract to receive the Service;
“Customer Materials” means any operating system or systems, applications, programs, software used by you for exercising Data Access, documents, data and other items information and materials used on or in conjunction with or generated by the Equipment, whether owned by you or others, excluding the Equipment;
“Data Access” means remote software access to the operating system or systems of the Equipment over the internet or SLEEK NETWORKS’ network utilising a method of user IDs and passwords for the purposes of allowing you to configure and install software, carry out administration, remotely re-boot and remotely monitor the Equipment;
“Domain Name” means any name(s) registered with an Internet registration authority by SLEEK NETWORKS for use as part of any of your URLs;
“Equipment” means the equipment (including any software) provided to you by SLEEK NETWORKS for the provision of the Service, which is and will remain at all times the property of SLEEK NETWORKS;
“Initial Period” means the period of twelve (12) months from the Commencement Date;
“URL” means a uniform resource locator, which is the full address of your web site or your email address on the World Wide Web and which incorporates the Domain Name;
“you/your” means the customer as described within the Order Process / Form.
2. Supply of Service
2.1 The provisions of the Order Form and this Agreement are not binding on SLEEK NETWORKS unless and until SLEEK NETWORKS confirms acceptance of your signed Order Form. SLEEK NETWORKS reserves the right to decline any application to subscribe to the Service in its sole discretion.
2.2 SLEEK NETWORKS grants you a non-exclusive, non-transferable royalty-free and restricted licence to use any software which forms part of the Service for the period of the Agreement.
2.3 SLEEK NETWORKS grants you the right to Data Access the Equipment for the period of the Agreement.
2.4 For the purposes of Network/Server maintenance, inventory and related activities, Sleek Networks staff and management retain the right to administrative access to any and all Servers on their network. You grant Sleek Networks the right to exercise Data Access insofar as is necessary in connection with the provision of the Service by SLEEK NETWORKS for the period of the Agreement. You will not restrict or attempt to restrict Data Access by SLEEK NETWORKS at any time including but not limited to by changing the password on the "root" user or “Administrator” account, denying access to the "root" user or “Administrator” or turning off or reconfiguring either the "sshdt" service or serial console access and you will ensure that Data Access is exercised by you, your employees, agents and authorised representatives only. You acknowledge that if you restrict SLEEK NETWORKS from having Data Access, SLEEK NETWORKS may not be able to provide the Service.
2.5 You shall, at all times, comply with the AUP.
2.6 Any third party software provided by SLEEK NETWORKS with the Service together with such third party’s electronic or printed licence agreement is included for use at your sole option, and any use of such third party software shall be governed by the third party’s licence agreement and not by this Agreement.
2.7 Where, as part of the use or operation of the Equipment, you make use of operating systems, applications, processes, data, documents, programs, equipment or other information and materials owned or supplied by a third party, you shall at your own expense have and maintain at all times all necessary approvals and permissions.
2.8 From time to time, we may alter the features and functions made available as part of the Service, but we shall use all reasonable endeavours to ensure that the overall quality, quantity and variety of features and functions remain consistent.
2.9 You will keep any Service passwords and personal identifiers confidential and will immediately notify SLEEK NETWORKS if any unauthorised third party becomes aware of the password or personal identifiers.
2.10 SLEEK NETWORKS may temporarily suspend the Service for the purpose of repair, maintenance, inspection or improvement of any of SLEEK NETWORKS' facilities which are necessary to provide the Service, or vary the technical specification of the Service for operational reasons subject to SLEEK NETWORKS giving you as much on-line, written or oral advice as is reasonably practicable in the circumstances, and restoring the Service as soon as reasonably practicable after such temporary suspension.
2.11 SLEEK NETWORKS reserves the right to monitor your use of the Service.
2.12 You acknowledge that you have no right to any physical access to the premises from which the Service is provided or any other SLEEK NETWORKS premises.
3. Your Details
3.1 To order the Service you need to supply us with certain personal information or data. SLEEK NETWORKS will comply with applicable data protection legislation. However, it is your responsibility to keep the personal data that you provide to us up to date. We may send notices or other information to you at the address you give us. We will not pass these details to other companies without your express prior written consent.
3.2 You warrant and undertake to us that all of your personal data and contact details are accurate and complete.
3.3 If you breach any part of this Agreement or otherwise jeopardise or compromise the integrity of our network, we may take whatever steps we consider appropriate and proportionate in order to investigate and resolve any such matter. Without limitation, you authorise us to use your personal data and other information relating to your use of the Service in connection with any such investigation, including by disclosing it to any third party whom we consider has a legitimate interest in any such investigation or its outcome.
3.4 You may be subject to a standard credit check. The information that you provide may be disclosed to a licensed credit reference agency, which will retain a record of the search, and you authorise us to make such disclosures.
4. Fees and Payment
4.1 The Customer agrees to pay SLEEK NETWORKS, without limitation, for the Services it uses. SLEEK NETWORKS reserves the right to charge the Customer standard hourly rates (£80/hour), to cover the resolution of excessive or unusual problems or complaints.
4.2 Clients are fully responsible to ensure payment of all amounts due are paid on time independently of receiving invoice or billing notifications by email from SLEEK NETWORKS. Overdue accounts may be disconnected at any time after the expiry date. All data will be deleted after 2 weeks unless alternative arrangements are made with SLEEK NETWORKS.
4.3 The charges for the Service are set out in the Order Form. You shall pay annually in advance for the Service. Should SLEEK NETWORKS, in its sole discretion, permit you to pay monthly Payment shall be due 30 days from the date of invoice emailed to the current billing email address. Monthly Service Fees are invoiced in advance.
4.4 Cancellation Policy - All Service contracts, unless otherwise negotiated, are for a 12 month period from the commencement date. In order to cancel a Service contract the Customer must notify SLEEK NETWORKS via email. A cancellation request must be received at least 30 days prior to the expiry date. There are no partial refunds or credits for early cancellations. All payments to SLEEK NETWORKS are final and non-refundable.
4.5 All charges are exclusive of all, if any VAT chargeable thereon (or any other sales or similar taxes which may be levied from time to time.
4.6 SLEEK NETWORKS reserves the right to increase the fees for the Service from time to time if this Agreement continues beyond the Contract Term. Details of any such increase shall be provided to you in accordance with clause 13 of this Agreement.
4.7 Overdue Payments - Without prejudice to any other rights of SLEEK NETWORKS, SLEEK NETWORKS reserves the right to charge interest on overdue amounts (under this clause or any other clause) from the date on which payment thereof was due, to the date on which it is made (whether before or after judgement) on a daily basis at a rate of 4 % per annum over the base rate from time to time of Barclays Bank Plc. You shall reimburse to SLEEK NETWORKS all costs and expenses (including legal costs) incurred in the collection of any overdue amounts. Interest shall continue to accrue and costs and expenses shall continue to be reimbursed after the termination of this Agreement for any reason.
5. Term and Termination
5.1 This Agreement shall commence on the date of this Agreement.
5.2. The Term of this Agreement shall commence on the Commencement Date.
5.3. This Agreement may be terminated by either party serving not less than three (3) months’ prior written notice such notice to expire at the end of the Term or, following the expiry of the Term, on any anniversary of the Commencement Date.
5.4 If Customer breaches any of its obligations under this agreement or the Acceptable Use Policy (AUP) then SLEEK NETWORKS may terminate this agreement at any time and without prior notice.
6. Temporary Service Suspension
The Customer agrees that it may be necessary for SLEEK NETWORKS to temporarily suspend Services for technical reasons or to maintain the SLEEK NETWORKS network, the equipment or any other facilities, the timing of which will be as determined by SLEEK NETWORKS. Such suspension of the Services will not be an interruption of the SLEEK NETWORKS Services for the purpose of calculating network availability or the Customer's entitlement to credit for network interruption.
7. Emergency Service Suspension
SLEEK NETWORKS may interrupt the Services at any time for any duration of time, without penalty or liability for any claim by the Customer, where necessary to prevent improper or unlawful use of SLEEK NETWORKS Services or network. Such suspension of Services will not be an interruption for the purpose of calculating network availability or the Customer's entitlement to credit for network interruption.
8. Backups
SLEEK NETWORKS offers monthly, weekly, daily and snapshot backups of critical data files. We make every effort to ensure the reliability of this process. However, because of technical issues regarding backups on live servers and the possibility of data corruption on backup and restore, SLEEK NETWORKS cannot guarantee any data can be fully restored. The Customer will hold SLEEK NETWORKS without penalty or liability for any claim resulting from a failed backup and/or restore procedure.
9. Compromised /Hacked Server
A compromised or "hacked" server is a serious threat to our network. SLEEK NETWORKS, at its sole discretion, will take any and all measures to prevent a compromised server from doing additional damage to its own system and files or to the rest of the network. Determination that a server has been compromised:
By the Customer - If you believe your system may have been hacked, immediately report the situation to SLEEK NETWORKS technical support. SLEEK NETWORKS will examine your system and may implement additional monitoring of your system.
By SLEEK NETWORKS - If a SLEEK NETWORKS System Administrator believes a server on our network is compromised, SLEEK NETWORKS will: 1) disconnect the server from the network, 2) contact the client, and 3) provide evidence of the server being "hacked".
10. Limitation of Liability
Customer acknowledges and agrees neither SLEEK NETWORKS nor any of its members, shareholders, directors, officers, employees or representatives will be liable for any special, indirect, consequential, punitive or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with this agreement. If, despite the foregoing limitations, SLEEK NETWORKS or any of its shareholders, directors, officers, employees or representatives should become liable to Customer or any other person in connection with this agreement for ANY REASON, then the maximum aggregate liability of SLEEK NETWORKS, its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount payable by Customer to SLEEK NETWORKS for one month of service under this agreement.
11. Indemnity
Customer will indemnify and save harmless SLEEK NETWORKS and its members, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against SLEEK NETWORKS or any of its members, shareholders, directors, officers, employees and representatives in connection with Customer's negligence, activities or omissions, or breaches of its obligations under this agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by Customer.
12. Customer Acknowledgement
Customer acknowledges that it accepts all risk of any unauthorized or illegal use of the SLEEK NETWORKS network or any inter-connected network by third parties. SLEEK NETWORKS provides no warranties, makes no representations, and accepts no liability for the unauthorized or illegal access or interference with the Customer's server/network unless such access or interference is caused by the intentional unlawful acts of SLEEK NETWORKS, its agents or employees.
13. IP Addresses
SLEEK NETWORKS assigns IP (Internet Protocol) addresses to Customers for their use. SLEEK NETWORKS maintains ownership of all IP addresses that are assigned to Customers and reserves the right to change or remove them at its sole and absolute discretion. SLEEK NETWORKS reserves the right to periodically review IP address usage and revoke authorization to use those IP addresses not being utilized or where name-based hosting could be used.
14. Governing Law
This Agreement is governed by the law of England, and the Customer agrees that any court action brought under this agreement shall be brought in the jurisdiction of England . If any provision of this agreement is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the provision shall be deemed to be severable from the remaining provisions and shall not affect their validity or enforceability.