CONDITIONS OF SERVICE
YOUR ATTENTION IS DRAWN TO THE LIMITATIONS OF LIABILITY
SET OUT BELOW, INCLUDING IN PARTICULAR IN CLAUSES 2,4,6 AND 7.
"First-Web" means First-Web Network Services Ltd. whose registered office is Suite D, Tygan House, The Broadway, Cheam, Surrey. SM3 8AY. UK.
Registered Company No.03732393. VAT No.720693441
"Jevvy Telecom" means First-Web Network Services Ltd also trading as "Jevvy Telecom".
"We" and "Our" and "Us" refers to First-Web and/or Jevvy Telecom.
"Client" means a person or company to whom First-Web and/or Jevvy Telecom provides web hosting or other services.
"Downtime" shall have the meaning given in 4.1 below.
"Services" shall have the meanings given in clause 2.1 below.
"Service Level Guarantee" shall have the meaning given in 4 below.
"Force Majeure" shall have the meaning given in 6 below.
"You" and "Your" refers to Client.
"Monthly Payment" means the payment made by Client to Us during a specified calendar month where we invoice for services monthly; or one third of the payment made by Client to Us to fulfil a specified invoice where we invoice for services every quarter; or one sixth of the payment made by Client to Us to fulfil a specified invoice where we invoice for services every six months; or one twelfth of the payment made by Client to Us to fulfil a specified invoice where we invoice annually. Monthly Payment shall exclude payments for domain name hosting, DNS zone hosting and SSL hosting.
1. AGREEMENT BETWEEN US AND CLIENT
1.1 You acknowledge and agree to be bound by these Conditions
(www.first-web.net/terms) and Our Domain Registration and Transfer Away terms
(www.first-web.net/domreg) which together form the entire agreement ("Agreement") between Us and Client in relation to the services We provide to Client.
2. SERVICES AND SERVICE RENEWAL
2.1 We can provide different services to Client including but not limited to:
• domain name hosting (registrar services including registration/renewal);
• DNS zone hosting;
• SSL hosting (including purchase and renewal of SSL certificates);
• email hosting;
• website hosting;
• database hosting;
• telephony services.
2.2 The initial period of a service begins on the day we provide You with access to the service and ends after one month except that the initial period for domain name hosting, DNS zone hosting and SSL hosting ends after one year. Upon expiration of the initial period the service will automatically renew for successive terms identical to the initial period ("Renewal Period") unless otherwise terminated under the Agreement.
2.3 If You ask Us to configure a service or to install a software component of a service in a manner that is not usual for Us, the service will be "Unsupported". We make no representation or warranty whatsoever regarding unsupported services, and You agree that We shall not be liable to You for any loss or damage arising from the provision of an Unsupported service. The Service Level Guarantee shall not apply to an Unsupported service, or any other aspect of the services We provide that is adversely affected by an Unsupported service.
3. AMENDMENT OF FEES
After the initial period of a service We may increase or decrease our fees by giving You three months advance notice.
4. SERVICE LEVEL GUARANTEE (SERVICE LEVEL AGREEMENT or SLA)
4.1 Client acknowledges that it is not possible to guarantee that services delivered via the internet will be completely uninterrupted or free of error or completely secure. There may be periods of unavailability (downtime) meaning that access to the Services is unavailable because of problems with hardware or system software.
4.2 The Services We host for You will be available 99.93% of the time in a given calendar month, excluding Maintenance, excluding failure by other parties to provide services upon which we depend, and excluding other circumstances mentioned elsewhere in this Agreement. Subject to limitations specified in this Agreement We will issue a credit note for the value of five per cent (5%) of Your previous Monthly Payment for each thirty (30) minutes of unavailability of the Services in a given calendar month.
4.3 Measurement of Downtime. For the purpose of determining whether a credit is due, downtime periods must be agreed by You and Us. We will record logs to show as accurately as possible the duration of any downtime.
4.4 The maximum total credit in any single calendar month for failure to meet this Service Level Guarantee shall be limited to one hundred per cent (100%) of your most recent Monthly Payment before the period of downtime. Credits that would be available but for this limitation will not be carried forward to future months.
4.5 You are not entitled to a credit for downtime resulting from Maintenance. For the purposes of the Service Level Guarantee, Maintenance shall mean:-
a. modification or repair to Our systems that We notify to You at least seventy two (72) hours in advance and that occurs between 0130h and 0600h local UK time and that lasts for up to thirty (30) minutes ;
(b) Critical unforeseen modification or repair needed for the security or performance of Our systems;
(c)maintenance of Our systems that You request and that We schedule with You in advance (either on a case by case basis, or based on standing instructions) such as hardware or software upgrades;
(d) installing expected periodic updates such as security patches issued by a software manufacturer or restarting equipment or software to reset memory usage.
4.6 You are not entitled to a credit for downtime resulting from denial of service attacks, virus attacks, hacking attempts, Force Majeure or any other circumstances that are not within Our direct control.
4.7 You are not entitled to a credit for downtime during any period in which You are in breach of Our Agreement with You (including Your payment obligations to Us). You are not entitled to a credit if the downtime would not have occurred but for Your breach of the Agreement.
4.8 You must request a credit in writing either via email or via postal mail no later than fourteen (14) days after the end of the time period of the downtime. We will acknowledge by email our receipt of Your request and You must inform us if You do not receive this acknowledgement within 24 hours. Thereafter We will contact You within thirty (30) days to accept or reject the claim or to request more information. If the claim is accepted, the credit will be issued within 30 days of acceptance.
5. VOLUNTARY TERMINATION
5.1 Either party may terminate a service without compensation to the other party by giving the other party advance notice in writing by email, such notice to amount to at least twice the Renewal Period for the service to be discontinued.
It is acknowledged that the Renewal Period for domain name hosting, SSL certification and DNS zone hosting is likely to be considerably longer than for other services. If either party wishes to terminate a domain name hosting or SSL hosting or DNS zone hosting service then it shall give not less than two months' notice to the other party by email to terminate it and the parties agree to co-operate to arrange the necessary tag change, authorisation code and unlocking procedures necessary to arrange transfers to third party providers, as soon as all payments between the parties have been settled up to date. If You fail to make arrangements for payment or transfer of sites, domain names, data, SSL Certification, DNS or other services beyond Our control we shall be free to take down such services from internet access and to delete data and allow domain names and other services to expire without renewal three months after notice by either party to terminate such services.
5.2 Your obligation to pay Us for providing a service continues during the notice period. After We cease to provide the service If You are not in breach of the Agreement and do not owe us unpaid fees for Services, we will refund a proportion of the final invoice if it covers a period for which We have not provided a service. This will not apply to upfront payments You have made to us for long term services such as domain name hosting and SSL certification where We have paid third parties for fixed terms expiring after termination.
5.3 Any refund due under clause 5.2 shall exclude fees paid which relate to domain name hosting and SSL hosting.
6. FORCE MAJEURE
Neither party is under any liability to the other party in respect of anything which, but for this provision, may constitute a breach of the Agreement arising by reason of force majeure. Force majeure means, in relation to either party, circumstances beyond the reasonable control of that party including but not limited to acts of God, pandemic, epidemic, acts of any governmental or supra-national authority, war or national emergency, terrorist activity, riots, civil commotion, fire, failure of equipment or software or configuration or third party services not under the control of that party, explosion, flood, strikes and other industrial disputes, restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials.
7. LIMITATION OF LIABILITY
7.1 The following provisions set out Our entire financial liability (including without limitation any liability for the acts or omissions of Our employees, agents and sub-contractors) to You in respect of:
(a) any breach of the Agreement howsoever arising;
(b) any use made by You of the Services, or any part of them; and
(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Agreement.
7.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
7.3 Nothing in these conditions excludes Our liability:
(a) for death or personal injury caused by Our negligence; or
(b) for fraud or fraudulent misrepresentation.
7.4 Subject to condition 7.2 and condition 7.3:
(a) We shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, or misrepresentation (whether innocent or negligent) or otherwise for:
loss of profits; or
loss of business; or
depletion of goodwill or similar losses; or
loss of anticipated savings; or
loss of goods; or
loss of contract; or
loss of use; or
loss or corruption of data or information; or
any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) Our total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the obligations and amounts set out in clause 4 above.
8.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 8.1(d) to condition 8.1(j) (inclusive);
8.2 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
8.3 If You fail to make arrangements for payment or transfer of sites, domains, data, SSL Certification, or other services beyond Our control after termination, we shall be free to take down such services from internet access and to delete data and allow domains and other services to expire without renewal, three months after notice by either party to terminate such services, or three months after termination takes effect without notice, where applicable, or earlier where continuing such services after termination will result in cost to Us in payment to third parties (other than mere digital storage charges on our own servers or racks).
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
The parties may serve notices on each other by email at the addresses given for communications between them and emails are deemed received within one hour unless notice of non-delivery is received by the sender. Otherwise notices sent to the contact address given by the other party shall be deemed received 48 hours after first class posting in the U.K. and 7 days by first class post outside the U.K.. The sender may obtain from the addressee an acknowledgement of receipt.
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