03333 444 884
"Certico®", "we" or "us" means Certico Trading Limited.
"Customer", "client" or "you" means the person, firm or company that has requested any Services.
"Service" or "Services" means any services supplied or to be supplied by Certico®, including but not limited to the provision of Internet hosting services.
"Order" means the electronic Service order annexed herein by reference.
"Server" means an Internet-connected server, virtual or otherwise, provided by Certico® for the Customer's use.
This agreement is made by and between Certico® and the Customer:
This agreement is intended to cover any and all Services provided by Certico® and received by the Customer. This agreement contains the entire understanding between Certico® and Customer with respect to the Services described in the Order and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between Certico® and the Customer. The Customer acknowledges and agrees that its entire right relating to Certico® Services are as set forth in this agreement.
Subject to the terms and conditions of this agreement, Certico® agrees to provide the Internet hosting services specified in the Order. Subject to Customer's right to terminate this agreement in accordance to Section 4.2 of this agreement, Certico® may expand or contract the scope of Certico®'s services by issuing an amended order form to the Customer in advance of such change.
The initial term of this Agreement is stated in the Order ("Initial Term"). The Initial Term shall not commence until Certico® accepts the Order from the Customer and until first payment as set out in the Order is made in full by the Customer for Services to be provided during the Initial Term.
Unless terminated by Certico® or in accordance with Section 4.2 of this Agreement, this Agreement will automatically renew for successive terms of equal length to the Initial Term at the applicable rate and discounts.
The Customer agrees to pay Certico®, without limitation, for the Services it uses. Certico® reserves the right to charge the Customer standard hourly rates of £35 per hour, to cover the resolution of excessive or unusual problems or complaints.
Invoices are emailed to the current billing email address. Monthly Service Fees are invoiced fourteen (14) days in advance and due seven (7) days in advance. Certico® reserves the right to levy additional charges for late payments at a rate of 5% of the invoice total for each period of thirty (30) days that payment is late.
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 Certico®. Overdue accounts may be suspended or deleted at any time after the expiry date. All data may be deleted after 4 weeks (28 days) unless alternative arrangements are made with Certico®.
4.2 Cancellation Policy
Unless otherwise negotiated in writing, all service contracts are one rolling month. In order to cancel a Service contract the Customer must notify Certico® via the online cancellation form or email. The minimum contract term is 30 days, therefore if a service is cancelled with less than 30 days remaining an invoice will be issued for the additional days. There are no partial refunds or credits for early cancellations. All payments to Certico® are final and non-refundable.
4.3 Overdue payments - All invoices are due within thirty (30) days of the stated invoice date. At our discretion we may refer overdue payments to our debt collections agency, and in that event an administration charge will be added to the outstanding amount. The value of the administration charge is discretionary, but would be a minimum of 20% of the overdue amount.
Customers shall at all times comply with and help ensure that they and their clients comply with the terms of the current version of the Acceptable Use Policy (AUP). Customer agrees that Certico® may amend the terms of the AUP from time to time by posting a new or different version of the Acceptable Use Policy (5.1). For existing customers, changes shall come into effect one month after they are published on the Certico® website. The Customer shall include the terms and conditions set out in the Acceptable Use Policy in an Acceptable Use Policy with its own clients.
5.1 Acceptable Use Policy details
Certico® Limited provides Internet hosting Services. By using the Services provided by Certico®, Customers agree to comply with the Acceptable Use Policies outlined in this agreement and also to indemnify Certico® against any claims by third parties arising from violation of this Policy.
5.2 Chnages & acceptance of terms
Certico® reserves the right to make changes to this Acceptable Use Policy at any time, and any changes will be effective immediately upon posting to Certico® web site: www.certico.com. Certico®'s Customers are responsible for regularly reviewing the Policy. Continued use of the Services following any changes shall constitute acceptance of the changes.
This policy recognises the fundamental fact that no one owns or controls the Internet. Certico® cannot monitor or control all the activities of our Customers. We do not intend to actively screen, review, censor, edit or take responsibility for the activities or content of our Customers. The Customer, not Certico®, assume all responsibility relating to their Internet activities including, but not limited to:
Activities conducted on the Internet are subject to many of the same laws and regulations applicable to the offline environment. Customers must exercise a high degree of judgement and responsibility with respect to their use of the Services, including the responsibility to comply with this Acceptable Use Policy. Customers will violate this Policy when they or their affiliates engage in any of the following activities:
Network and Other Abuse (5.4).
Using the Certico® network or other Certico® resources in any way that adversely affects other Certico® Customers is strictly prohibited and may result in service suspension or cancellation. This includes but is not limited to:
Gaining or attempting to gain unauthorised access to servers or services. Such attempts include "Internet scamming" (tricking other people into releasing their personal information), password robbery, security hole scanning, port scanning, probing, monitoring or testing for system or network vulnerabilities.
Introducing viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, packet bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
Intentionally omitting, deleting, forging or misrepresenting transmission information, including headers, return addressing information and IP addresses. Using IP addresses which were not assigned to them by Certico®.
Maintaining an Open Email Relay/Open Data Relay or allowing any data to be sent through one's server by an unrelated third party, including, but is not limited to, via open email gateways and open proxy servers.
Accounts may be terminated that include content or which have links to content that:
Is unlawful or is considered offensive by the web community. Promotes injury or physical harm against any group or individual.
Promotes or teaches illegal activities.
Exploits or depicts children in a negative/sexual way.
Infringes on copyright, patents, trademarks, trade secrets, or other intellectual property including pirated computer programs, cracker utilities, warez and software serial numbers or registration codes.
Violates any law, statute, ordinance or regulation governing the Customer's business or activities, including without limitation the laws and regulations governing export control, unfair competition, false advertising, consumer protection, issuance or sale of securities, trade in firearms, privacy, data transfer and telecommunications.
Certico® has zero tolerance for the sending of SPAM or Unsolicited Commercial Email (UCE) over our network. Certico® Customers cannot send UCE and cannot host sites or information advertised in UCE. Customers are also responsible for the actions of their clients and must take all reasonable precautions to secure their servers and sites against SPAM exploits (e.g. open email relays and insecure cgi scripts).
Certico® does not permit:
The sending of bulk emails, defined as the sending of the same email, or emails which are substantially the same, unless recipients have agreed to double-opt in to the mailing list. Proof may be required of the subscription opt-in process. Certico® does not permit the sending of bulk email to recipients whose details have been obtained from third-party sources.
Hosting content on a Certico® server which is advertised or linked to by a bulk e-mail campaign, even if this campaign is not run from a Certico® server.
Violating our UCE or SPAM policy will result in penalties. Upon detection or notification of a violation of our UCE policy, Certico® will initiate an immediate investigation. During this time, outgoing mail may be suspended from the offending ip address to prevent further violations. If a client is found to be in violation of our UCE policy, Certico® will impose penalties and/or, at its discretion, restrict or terminate the offending account and the Customer's access to our network. Repeated or serious violations may result in the immediate termination of the account. SPAM is a very serious matter. PLEASE DO NOT SPAM. EDUCATE YOUR CLIENTS and TAKE ALL PRECAUTIONS against SPAM EXPLOITS.
Certico® Administrative Login and Management Software
To facilitate network/server management, inventory and related activities, all Certico® Services include a Certico® administrative account and password and/or a Certico® daemon. All reasonable precautions are taken by Certico® to maintain the security of these tools and the privacy of client data. Customers must not tamper, hinder, delete, or in any way change the functioning of these tools. To do so intentionally or otherwise is grounds for the immediate suspension of Customer's hosting account.
For some shared resources we require that customers do not continuously use an unreasonable excess of those resources (using them in a burstable fashion is, of course, entirely acceptable). Examples of an excess might include continuously & actively running website load testing, running software that uses all available CPU constantly (such as SETI@Home) or continuously using many times the base-allocation of bandwidth. In such circumstances we reserve the right, at our discretion, to request that the client cease such activities or be forcibly upgraded to a more suitable package or, in the case of excess use of bandwidth, be billed for additional bandwidth.
The Acceptable Use Policy (5) is not exhaustive. Certico® has the right to refuse service to anyone at any time WITHOUT WARNING OR PRIOR NOTICE. No refunds of fees paid will be made if account termination is due to a violation of the Acceptable Use Policy as outlined (5).
11.1 Connection Guarantees
We guarantee that all of our UK Servers are within a maximum of thirty (30) milliseconds of 95% of UK residences. We have triple redundant uplinks via physically diverse cables into the UK backbone to ensure maximum connectivity up time. Where the connection is metered we guarantee that the full burst capability will be available at all times. Where the Server's connection is unmetered, we guarantee that the maximum divided by the contention will be available at all times (eg. 2Mbps in the case of a 10Mbps connection with 5:1 contention). In general, we attempt to ensure that an unmetered connection's maximum burst is available at least 80% of the time, and have a large contention pool to ensure that.
11.2 Response Times
Response time is defined as the time it takes to identify a fault and report back to the customer by either of the following methods; E-Mail or telephone call. The customer is responsible for ensuring that Certico® has the correct contact details.
11.3 99.9% Availability Guarantee
We endeavour to provide the most reliable infrastructure as practical to Customers. To Customers in good financial standing with us we guarantee that the following aspects of ours services are available 99.9% of the time in a year, excluding scheduled maintenance:
i) Network; The network is defined as core network infrastructure up to your server or other Service but excluding the server hardware, services and software running on your server. Network downtime (and "outage") is measured from the moment the Customer notifies our support team of a network failure to the time the Network responds to an external "ping" request.
The Customer will be refunded 1 day's worth (3.4%) of their monthly hosting fee in the event that the total outage period in one year exceeds 48 hours.
Refunds shall not be provided to the Customer if the outage results from: a) scheduled maintenance; b) circumstances beyond our reasonable control, including, but not limited to: dDoS or other network attacks, upstream or 3rd party network outages, war, fire, flood, sabotage, labour disturbance, acts of government; c) any actions or inactions of you or any third party; d) breaking this Agreement or our Acceptable Use Policy.
The Customer agrees that it may be necessary for Certico® to Temporarily suspend Services for technical reasons or to maintain the Certico® network, the equipment or any other facilities, the timing of which will be as determined by Certico®. Such suspension of the Services will not be an interruption of the Certico® Services for the purpose of calculating network availability or the Customer's entitlement to credit for network interruption.
Certico® 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 Certico® 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.
Certico® offers a backup service for critical data files. If a customer has chosen the backup service option then it is Certico®'s responsibility to ensure we have a Backup of the customer's chosen data. It is the customer's responsibility to ensure that any backup folder creation or similar is set up in order for us to take the backups. Certico® cannot be held responsible for the integrity of the customer's data or the fact that the data may be corrupt. The Customer will hold Certico® without penalty or liability for any claim resulting from a failed backup and/or restore procedure.
A compromised or "hacked" server is a serious threat to our network. Certico®, 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 Certico® technical support. Certico® will examine your system and may implement additional monitoring of your system. By Certico® - If a Certico® System Administrator believes a server on our network is compromised, Certico® will: 1) disconnect the server from the network, 2) contact the client, and 3) provide evidence of the server being "hacked".
If Customer breaches any of its obligations under this agreement or the Acceptable Use Policy (5) then Certico® may terminate this agreement at any time and without prior notice.
17.1 Trademarks and Copyrights:
The customer unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Certico® for inclusion in web pages are owned by the itself, or that it has permission from the rightful owner to use each of these elements, and shall be liable to Certico® for any claim or suit arising from the use of such elements furnished by the customer.
17.2 ownership of works:
Certico® initially owns copyright to the assembled work and/or services produced by Certico®. Upon full payment for services rendered, all rights owned by Certico® as to assembled work and/or services rendered shall transfer to the customer.
Certico does not warrant the functions of a client’s Site shall meet Client's expectations of traffic or resulting business. In no event shall Certico be liable to the customer or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the clients applications, software, website, or any of its web pages, even if Certico has been advised of the possibility of such damages.
17.4 Cross promotion:
Unless otherwise agreed the client grants Certico® the right to use work done for the client in/on Certico's® promotional material, advertising, website and as an example of our work. Only publicly available & non commercially sensetive information will be disclosed i.e. link to a clients public website as an example of Certico's® work.
Customer acknowledges and agrees neither Certico® 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, Certico® 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 Certico®, 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 Certico® for one month of service under this agreement.
Customer will indemnify and save harmless Certico® 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 Certico® 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.
Customer acknowledges that it accepts all risk of any unauthorised or illegal use of the Certico® network or any inter-connected network by third parties. Certico® provides no warranties, makes no representations, and accepts no liability for the unauthorised or illegal access or interference with the Customer's server/network unless such access or interference is caused by the intentional unlawful acts of Certico®, its agents or employees.
Certico® assigns IP (Internet Protocol) addresses to Customers for their use. Customers have no right to use Certico® IP addresses not assigned to them, to move IPs between different servers or account or in ways not permitted by Certico®. Certico® 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. Typically, however, these changes are rare and made only at the request of RIPE & ARIN or an upstream provider. PLEASE NOTE: The allocation of IP addresses is restricted by the policies of RIPE & ARIN. These policies now dictate that name-based hosting MUST be used whenever possible. Certico® reserves the right to periodically review IP address usage and revoke authorisation to use those IP addresses not being utilised or where name-based hosting could be used.
For the purposes of Network/Server maintenance, inventory and related activities, Certico® staff and management retain the right to administrative access to any and all Servers on their network. To facilitate this, all Certico® Servers include a Certico® administrative account and/or daemon designed for these purposes. See Acceptable Use Policy (AUP) for more details.
A party is not liable for failure to perform the party's obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service. No party is entitled to terminate this Agreement in such circumstances.
If a party asserts Force Majeure as an excuse for failure to perform the party's obligation, then the nonperforming party must prove that the party took reasonable steps to minimize delay or damages caused by foreseeable events, that the party substantially fulfilled all non-excused obligations, and that the other party was timely notified of the likelihood or actual occurrence of an event described in Clause (23) (Force Majeure).
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. Both parties shall have an obligation to negotiate and attempt to reach a reasonable settlement prior to litigation.