HTL Online Terms and Conditions
These terms and conditions of use apply to and govern your use of the HTL Online Web site (the "Site"). Your use of the Site signifies your agreement to be bound by these terms and conditions. If you do not agree to be bound by these terms and conditions of use, you may not access or otherwise use the Site.
HTL – Terms and Conditions for Internet Services
Book Mark: HTL General Terms and Conditions
Book Mark: HTL Terms and Conditions for Shared and Dedicated Hosting Services.
Book Mark: Additional HTL Terms and Conditions for Dedicated Servers.
Book Mark: HTL Terms and Conditions for Web Site Development
Book Mark: Terms and Conditions of Contract for Co-Located Services
Book Mark: Additional HTL Terms and Conditions for Online Backup.
Book Mark: HTL Acceptable Use Policy
Book Mark: Reseller Purchase and Resell ("Agreement")
HTL General Terms & Conditions
HTL Online Ltd (“HTL”) specialises in the provision of Value Added Internet Services through the brands of HTLonline and HTL. In purchasing services from any, either or both of these brands, the client is contracting with HTL. The Terms and Conditions described herein are applicable to all services supplied through HTLonline or HTL, HTL has adopted a philosophy that assumes the honesty and good intent of subscribers. Services are provided in as unrestricted a manner as possible, to allow subscribers to have the richest Internet experience possible. These Terms and Conditions must be read in conjunction with our Acceptable Use Policy (AUP), which may be subject to change from time to time. It is the subscribers' responsibility to ensure that they comply with the latest edition of the AUP in force at any given time.
It is important you read these terms and conditions. In addition some of HTL’s services have additional Terms and Conditions. Full copies of all Terms and conditions are available on request, or can be viewed on our website at http://www.htlonline.co.uk/htlonline/tcandcs/
1 About HTL
1.1 HTL is a Value Added Internet Service Provider and Reseller. It provides the Client with access to the Internet and hosting services, IP services, messaging and security services as specified in the Client’s Order and on the terms set out below.
1.2 HTL Online Ltd is a company registered under the laws of England and Wales. Its company registration number is 3303159 and its registered office is 16 City Business Centre, Lower Road, London, SE16 2XB.
1.3 HTL’s trading address is 16 City Business Centre, Lower Road, London, SE16 2XB. Except for enquiries relating to technical support, all communications with HTL, including any complaints, should be made to this address, unless made by e-mail to the e-mail address given in the Contact area of our websites at www.htl.uk.com , www.htlonline.net.
1.4 Enquiries relating to technical support should be made via email to support@htlonline.net
2 Service specification
2.1 HTL shall provide the Service in accordance with the service description within the Client’s Order, subject to
the limitations set out in this Agreement and HTL’s other relevant terms and conditions.
2.2 Some services such Dedicated Server, and Co Location services have additional terms and conditions. In providing such services both or all relevant sets of Terms and Conditions will apply.
2.3 Service Credits and Service Level Guarantees are only provided where a separate “Service Level Agreement” has
been entered into and the Terms and Conditions of those services will be documented there.
2.4 HTL reserves the right to modify the service description in order to improve the quality or effectiveness of the Service without the prior agreement of the Client. HTL will notify the Client of any changes to be made at least 30 days in advance.
2.5 HTL may modify its AUP without the further agreement of the Client so as to ensure that they comply with all relevant legislation or regulatory guidance and/or to bring them into line with common industry practice.
3 Service Charges and Payment
3.1 Client agrees to pay HTL charges, as specified within the service description within the Client’s Order.
3.2 HTL reserves the right to modify its charges (including its charges for maintenance and support services
and for training and instructional materials) for the Service upon 30 days written notice, or the termination period of the
relevant Service Agreement, whichever is the greater.
3.3 For our Pay As You Go services, our usage statistics, as expressed on our systems are the full and final
statement for billing purposes.
3.4 Service charges will be invoiced in advance monthly, quarterly or annually, as specified in the service description
within the Client’s Order. If on account terms, payment must be received by HTL within 30 days after the date of the invoice. HTL may charge daily interest on outstanding amounts until payment in full is received at a rate equal to 4 per cent per annum above the HSBC Bank plc Base Lending Rate as current from time to time. If on pay in advance terms, payment must be received by HTL by the due date agreed and subsequently by the due date of any service renewal.
3.5 All sums due to HTL under any Order are exclusive of Value Added Tax ("VAT"), and any other use or sales
taxes, duties, or levies imposed by any authority, government, or government agency which may apply or be
introduced from time to time which shall be charged thereon in accordance with the relevant regulations in force
at the time of providing the Service and shall be paid by the Client.
4 Duties and Responsibilities
4.1 Client agrees to pay in accordance with HTL's then current rates for maintenance and other service activities relating to the Service.
4.2 Client agrees to pay for loss or damage to equipment and software used in providing the Service which is caused
by Client's negligent acts or omissions.
4.3 The service will be furnished to Client subject to the condition that it will not, nor will it permit others to use the
Service other than in accordance with HTL’s AUP and/or to use the Service for unlawful purposes or any purpose for which the Service was not designed including unauthorised use, obtaining or attempting to obtain service by rearranging, tampering with or making connection with any facilities of HTL or by any deception, scheme, false representation or false credit device, or by or through any other fraudulent means or devices whatsoever.
4.4 Client will indemnify and save HTL harmless from and against all loss, liability, damage and expense, including reasonable legal fees, caused by the negligent acts or omissions of the Client or other user of Client’s service which result in claims for damage to property and/or injury or death to persons, claims for libel, slander, invasion of privacy or infringement of copyright, or any actions bought pursuant to the provisions of the Data Protection Act, including any amendment, replacement, or re-enactment thereof for the time being in force, and invasion and/or alteration of private records or data arising from any information, data or message transmitted by Client or its users, and claims for infringement of patents arising from the use of apparatus and systems of the Client in connection with the Service furnished by HTL.
4.5 Client will be responsible for the content of any transmission over the Service and the connection of any
non HTL equipment to the Service.
4.6 Client shall use its best endeavours to protect and keep confidential all HTL software used by it and shall
make no attempt to examine, copy, alter, "reverse engineer", decompile, discover the source code to, tamper
with, or otherwise misuse such software.
4.7 Client's right to use the Service is personal to Client and its authorised users, non-exclusive and non-transferable. Client is not permitted to sell, assign, sublicense or grant a security interest in or otherwise transfer any right in HTL software. This Agreement does not grant Client any right to any HTL software except the limited right to use set out in this sub clause.
4.8 Client shall comply at all times with all relevant statutory and licensing obligations in connection with accessing and using the Service.
4.9 Client agrees to provide if required at their premises a suitable environment for any equipment necessary to
provide the service. Client agrees to permit reasonable access to HTL employees, agents or contractors onto
its premises whenever necessary for purposes of installation or repair of HTL supplied equipment
necessary to provide the service.
4.10 Save as indicated below in 4.11 HTL shall not be responsible for the installation of equipment necessary to
provide the service or for any cabling.
4.11 HTL shall be responsible only for the installation of any equipment purchased from them under a managed
service agreement and will not be responsible for other residential or business Client Premise Equipment.
4.12 HTL will maintain the Service and provide Client and its authorised users of the Service such training,
instructional material and other support service as deemed appropriate at HTL’s then current prices for such
support services.
4.13 Client shall reasonably monitor the e-mail account it has specified for communications from HTL in
relation to the Service.
5 HTL’s right to suspend the Service
5.1 HTL reserves the right to suspend all or part of the Service provided to the Client if it becomes
aware of any actual or potential breach of its AUP by Client or other user of the Client’s Service. If
the Client fails to remedy any breach within 10 days after written notice then HTL reserve the
right to terminate this agreement in accordance with the provisions in clause 8.4.
5.2 HTL reserves the right to suspend all or part of the Service if the provision of the Service might
expose HTL to criminal or civil liability of any kind.
5.3 HTL shall only restore the Service to full operation if, on the information provided to it in
relation to the reason for the suspension of the Service, it in good faith reasonably judges that there
is no risk of the restoration of the Service exposing it to criminal or civil liability of any kind and/or its AUP
is fully complied with.
5.4 HTL reserves the right to suspend all or part of the service if payment is not received in accordance
with the terms and conditions and such service will only be resumed, and then entirely at HTL’s
discretion, if all monies outstanding have been received by HTL. Further this clause shall be
without prejudice to HTL’s right to terminate in any event the agreement in accordance with clause
8.4
5.5 During any period of suspension the Client agrees to continue to pay and to remain liable for all
charges pursuant to these terms and conditions and the Client’s Order.
6 Warranties
6.1 HTL’s sole liability for any damages due to any defect or non-performance of the Service is limited
to those actually proven as directly attributable to HTL, limited to the monthly charges paid for
the Service from the date said damages were incurred, but in no event more than three months of
charges, subject to a ceiling of 10,000 pounds in the aggregate under this Agreement.
6.2 HTL will not be responsible for any delay in or failure of the Service due to any occurrence beyond
HTL’s control.
6.3 HTL gives no warranties and accepts no responsibility in relation to the information of third parties accessed by Client by means of the Service.
6.4 Nothing in this Agreement shall be construed as to limit or exclude either party’s liabilities in respect of
death or personal injuries, or any inalienable statutory consumer rights of the Client.
6.5 To the extent that the exclusions and limitations in this Agreement are in any jurisdiction contrary to any
statute or rule of law, such exclusions and limitations are to that extent disapplied.
6.6 HTL WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.
6.7 HTL MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE FITNESS, PURPOSE OR QUALITY OF THE SERVICE.
7 Cancellation before commencement
7.1 Once performance of this Agreement has commenced Client may not cancel this Agreement (although Client may terminate the Agreement in accordance with the terms set out below).
7.2 Prior to HTL commencing performance of this Agreement, Client may cancel this Agreement by informing HTL of its intention to cancel within 7 days of the day after it entered into this Agreement with HTL. Client may inform HTL using any of the methods set out in Regulation 10 of the Consumer Protection (Distance Selling) Regulations 2000, but is advised to communicate either by post or e-mail as set out in
Clause 10.1 of this Agreement.
8 Term and Termination
8.1 Once performance has commenced, this Agreement shall continue until terminated by either Party.
8.2 Either Party can terminate this Agreement in writing within the contract period once the minimum contract
period has been completed. Notice of Termination is not deemed to have been served unless receipt of
the notice is confirmed by HTL. The minimum contract period is the billing period specified within
the service description with the Client’s Order, unless otherwise stated in the Client’s Order.
8.3 HTL shall not be required to give notice of the beginning of its performance hereunder. HTL
reserves the right to disconnect the Service if Client does not fulfil its obligations under this
Agreement.
8.4 In the event of default which include failure by Client to pay any amounts; or failure by either party to cure any breach of a term or condition in this Agreement within 10 days after written notice; or
if an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented, or a bankruptcy order is made by either Party, or a voluntary arrangement is approved or an administration order is made, or a receiver or administrative receiver is appointed of any of either Party's assets or undertaking or a resolution or petition to wind up either Party is passed or presented (otherwise than for the purposes of reconstruction or amalgamation); or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order, the other party shall be entitled to terminate this Agreement without further liability, except that the Client agrees to pay for all sums due both up to the time of such termination
and for all sums due for the remainder of the minimum contract period.
9 Privacy Policy
9.1 HTL shall deal with all personal data relating to Client which it acquires when entering into and performing this Agreement in accordance with its general Privacy Policy.
9.2 HTL complies with the provisions of the Data Protection Act 1998.
10 General
10.1 All notices (save where otherwise provided in this Agreement or in applicable legislation) from either
party to the other shall be sent by prepaid post or by e-mail. HTL shall send all notices to Client’s billing address or to the e-mail account notified to it by Client. Client shall send all notices to HTL’s address or e-mail address, as set out in Clause 1 of this Agreement.
10.2 This Agreement may not be assigned, delegated, transferred or otherwise dealt with, without the prior
written consent of HTL. Client authorises HTL to assign or transfer this Agreement, including any and all billing and service provisioning activities, to any third party for Service to be provided outside the UK as necessary to enable HTL to provide the Service.
10.3 No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has arisen, unless otherwise provided by legislation.
10.4 Save as otherwise provided for in this Agreement, this Agreement may not be waived, altered, or
modified, except by document in writing signed by authorised representatives of HTL and Client. No agent, employee or representative of HTL or Client has any authority to bind HTL or Client to any affirmation, representation or warranty unless such is specifically included in this written Agreement.
10.5 The section headings in this Agreement are inserted for convenience only and are not intended to affect
the meaning or interpretation of this Agreement.
10.6 This Agreement shall be governed by and construed and interpreted in accordance with English law, and the parties submit to the jurisdiction of the English Courts.
10.7 If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
THE PARTIES FURTHER AGREE THAT THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THEM, AND SUPERSEDES ALL PROPOSALS, ORAL, OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SUBJECT HEREOF. THIS ORDER, ALONG WITH THE TERMS AND CONDITIONS RELATING TO SPECIFIC PRODUCTSSHALL CUMULATIVELY CONTAIN THE ENTIRE CONTRACT BETWEEN THE PARTIES
10.8 We are continually reviewing our Terms and Conditions in line with the services we provide to our Clients. Should you have any comments to make concerning the contents, please contact us on mail to support@htlonline.net.HTL Terms and Conditions for Shared and Dedicated Hosting Services.
1. Definitions
1.1 Client means person, firm or company that purchases or agrees to purchase goods or services from the company
1.2 Company means HTL Online Ltd.
1.3. Goods or Services means the item supplied by the company as specified in the order form
1.4 Contract means a contract for the supply of goods and services by HTL Online Ltd
2. Terms & Conditions
2.1 These terms and conditions herewith shall apply to all contracts for the sale and supply of goods and services by HTL Online Ltd to the exclusion of all other terms and conditions which the client may purport to apply
2.2 By completing the order form, orders by the mode of telephone or logging into your account/ uploading files the client will be deemed to have accepted and agreed to these terms and conditions
2.3 Any variation of the terms and conditions shall be inapplicable unless agreed in writing by the company
2.4 We the company reserve the right to amend and update these terms and conditions at anytime without notice
3. Supply
3.1 The Company agrees to provide the service to the client to the extent described in the client agreement from and according to the terms and conditions of this contract. The service level shall be deemed incorporated in to this contract
3.2 If the client's bandwidth reaches the point where it has an adverse affects on other clients we the company reserve the right to disable your site until you can reduce your bandwidth usage
3.3 Each shared server includes a nominated amount of bandwidth, if you use more than this amount then you agree to pay for this bandwidth at a rate of 20 UKP per 500 MB of usage
3.4 The company reserves the right to vary the service level at anytime. Any such variations will not be such as to reduce the overall standard of service
4. Price & Payment
4.1 Price is exclusive of VAT, but the price will vary according to which package the client purchases
4.2 Payment by the client will be either on a monthly or yearly basis
4.3 Payment is due each anniversary month or year following the date the account was established. Clients will automatically be charged again at the end of their period unless closure notification has already been given.
4.4 Payment on a monthly basis will be by standing order or credit card after the first initial payment of the first month for UK clients and payment on a monthly basis for clients outside the UK will be by credit card
4.5 The company reserves the right to vary the amount payable (monthly or yearly) from time to time, however we will give you 30 days prior written notice of any such variation
4.6 We do not offer any form of credit to clients
4.7 If the client's service or account is activated before payment is made then payment must be sent in full
4.8 If payment is not made and received in full within 7 days from the completion of the agreement all technical support for the site will be revoked. If payment is still not made in the following 7 day period the client's account will be deleted from out servers and all DNS services will stop
4.9 If your account is cancelled and is later reactivated an administration fee of £25.00 is levied on your account
4.10 Any returned cheques to clients will incur an administration fee of £15.00
4.11 The company has no obligation to carry out any work until full payment in advance has been received in clear funds.
5. Termination
5.1 The initial term of this contract is one year and shall commence on the date of acceptance by the client. Thereafter the contract will continue on a yearly basis unless terminated according to the provisions below
5.2 All account cancellations must be done in writing, with at least 30 days notice. Notifications must include user name, principal contract name with valid signature and reason for cancellation. Third party cancellations are not accepted
5.4 We the company reserve the right to cancel your account at anytime without notice
5.5 When your account is closed whether by 5.2, 5.4, 7.7 or any sections under 9.0, all files will be deleted
5.6 Any attempt to use the server for purposes other than its intended use will result in your account being terminated
5.7 Any improper use by the client under any sections under 9.0 will result in immediate termination of the Company's service
5.8 If a client has ordered a service on an annual subscription the company expect the client to commit for this period of time. If the client wishes to cancel within this service period, we the company will not make any refunds for any unused portions of the client's account. Whilst the company does not offer refunds the client have no obligation to continue using our service
6. Company's Liability
6.1 In no circumstances whatsoever will the company be liable for economic, indirect or consequential loss arising from delays or service interruptions
6.2 The company will not be responsible for loss occasioned by computer viruses, whether introduced by the Company's software or otherwise
6.3 To protect your privacy we will not distribute your name or e-mail address to any third party
6.4 We the company reserves the right to remove material deemed inappropriate from your web pages, without prior notice. HTL Online Ltd do not allow Adult, Warez, Illegal MP3 websites on their servers
6.5 We the company shall not be held liable for any loss or damage caused by the use, misuse, unavailability or removal of services
6.6 Whilst the company shall expeditiously seek domain registration, the company shall not be liable in the event of the domain having been registered by some other person by the time the company seeks registration in which event a full refund will be paid to the client without any other liability on the part of the company for loss by the client
6.7 For clients using our Email Screening Service - New viruses and exploits are created daily and no virus protection system could ever be 100% effective. HTL Online Ltd is not responsible for any damage, loss of revenue or other repercussions of a malicious email passing through this system.
7. Client's Liability
7.1 It is the client's responsibility to carry out computer virus precautions
7.2 Data stored on our servers is periodically backed up. It is the responsibility of the client to keep independent backup files of important data. We the company cannot be held responsible for any loss incurred from the client's inability to backup any files.
7.3 Telnet shell accounts are made available for editing and setting up your website. It is not a development platform for issues unrelated to your website
7.4 Clients must not leave their home directory at anytime
7.5 Clients must not attempt to gain the privileges of another user
7.6 Any interference with the following files will result in your telnet access being removed -.bash_history - .bash_logout - .bash_profile - .bashvc
7.7 Clients may have commercial use of web and ftp space. This privilege must not be abused. If the company believes that this or any other facilities have been abused by the client, this will result in an immediate termination of their account
7.8 Clients will be responsible for the content of their page/s including obtaining the legal permission for any works they include and ensuring that the contents of their page/s do not violate UK or any other laws that are applicable
7.9 The clients will be responsible for and accept responsibility for any defamatory, confidential, secret or other proprietary material available via their page/s
7.10 When seeking domain registration, the client will be responsible when placing an order to ensure that the domain has not been registered by some other person.
8. Password Security
8.1 The client will be given a login account, which is for personal use only. Clients must not divulge the password to any other people
8.2 The client shall taken reasonable precautions to ensure that it is not discovered by other people
8.3 The company reserves the right to change the password in the event of any suspected security breach
9. Improper Use
9.1 The company's service may only be used for lawful purposes by the client
9.2 Any breach of 7.9 shall be deemed a material breach of this contract and shall entitle the company to terminate the contract irrelevant whether the client is aware of the content of any material so transmitted or not
9.3 We the company do not allow adult, warez, illegal MP3 sites or IRC Bots
9.4 Clients may not store more data in their account than their allotted quota. The quota command may be used to examine their current disc usage and quota
9.5 Clients may not run server processes, such as talkers or IRC Bots from their login account
9.6 Clients must not participate in any form of unsolicited bulk e-mailing or spam
9.7 Any breach of the above provisions will result in an immediate withdraw of service provided by the company
10. Nominet
If you are registering a .uk domain then you will need to read Nominet UK's Terms and Conditions which are available on request.
Additional HTL Terms and Conditions for Dedicated Servers.
HTL Online Ltd (HTL) Terms and Conditions described below defines the actions which HTL considers to be abused and strictly prohibited. There are no exclusions in this listing. Please, be aware that the actions listed below are also prohibited from other Internet Presence Providers (IPP's) and their users on behalf of HTL to advertise any service hosted by HTL or connected via the HTL Network. For abbreviation purposes, HTL Online Ltd will be referred as HTL and companies or individual account owners using our services as CLIENT.
HTL Terms and Conditions have been formulated with the following goals in mind:
Ensure security, reliability and privacy of HTL systems and network, and the networks and systems of others.
- Avoid situations that may cause HTL to incur civil liability.
- Maintain the image and reputation of HTL as a responsible organisation.
- Encourage the responsible use of net resources, discouraging practices which degrade the usability of network resources and thus the value of Internet services.
- Preserve the privacy and security of individual users.
The Terms and Conditions below defines the actions which HTL considers to be abusive, and thus, strictly prohibited.
The examples named in this list are non-exclusive, and are provided solely for guidance to HTL clients. If you are unsure whether any contemplated use or action is permitted, please send mail to support@htlonline.net and we will assist you. Please note that the actions listed below are also not permitted from other Internet Service Providers on behalf of, or to advertise, any service hosted by HTL, or connected via the HTL network. Furthermore, such services may not be advertised via deceptive marketing policies.
Network Security
Clients may not use HTL' s network as to attempt to circumvent user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for the Client, logging into a server or account the Client is not expressly authorized to access, password cracking, probing the security of other networks in search of weakness, or violation of any other organization's security policy.
Clients may not attempt to interfere or deny service to any user, host, or network. This includes, but is not limited to, flooding. mailbombing, or other deliberate attempts to overload or crash a host or network.
If your server is the initiator or target of a denial of service attack that adversely affects our/somebody else network, we will terminate your account without warning and you will be held responsible for any charges that may result from this action.
HTL will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. Users who violate systems or network security may incur criminal or civil liability. HTL Online Ltd reserves the right to charge up to £250 per complaint to investigate.
Changes which are approved will be done on a prioritised basis by HTL Online Ltd technical staff. Expedited processing of a change order can be paid for by a client, but the changes remain property of HTL Online Ltd and may be given to other clients.
Client Spamming Policy
HTL Online Ltd has zero tolerance for spam originating from our clients, or from our clients' customers, or for spam advertising web sites of our clients or our clients' clients.
The Policy
You refers to the HTL Online Ltd Client; we refers to HTL Online Ltd.
HTL Online Ltd has the right to charge £250 per complaint to investigate.
HTL Online Ltd does not deal with your clients or their clients etc.; We hold our clients responsible for dealing with spam from or about their section of the network.
If we get a first complaint, we will forward it to you. If we don't receive a response indicating the complete resolution of the complaint within 24 hours, we may drop the section of IP space involved in the spam complaint until we are convinced that the problem is resolved. In particular, we are concerned with spam that not only originates from your network, but also that advertises sites hosted on your network.
If we get repeat complaints and it is clear that the problem has not been resolved, we may blackhole the section of IP space involved in the spam complaint until we are convinced that the problem is resolved. If so, we will contact you as soon as is feasible.
We reserve the right, to drop the section of IP space involved in spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties on the Internet. In particular, if open relays are on your network or a client's network, or if denial of service attacks are originating from your network. In certain rare cases, we may have to do this before attempting to contact you. If we do this, we will contact you as soon as is feasible.
What does this mean to me?
You must provide us with, and keep current, good contact information for you. E-mail, fax, and telephone contacts are used, in that order of preference.
You must educate your clients about spam so that it does not become a problem for you, or for us. If you sell accounts on your system(s), you must provide an Terms and Conditions at least as restrictive as our own.
You must promptly investigate and deal with any spam or other abuse complaints forwarded to you.
Why this Policy?
We at HTL Online Ltd feel strongly that the usability of the Internet is dependent on the elimination of UCE (Unsolicited Commercial E-mail) from the mailboxes and newsgroups of both casual and heavy Internet users. If you host web sites, you must be particularly vigilant, as you and your other clients could be disconnected from the Internet due to one client's spamming.
Bandwidth Charges
Higher levels of traffic will incur overcharges on a monthly basis. However, the rates for bandwidth usage are lower for Dedicated Servers than for any other services we offer. HTL uses web reports for network traffic monitoring and reporting. These charges reflect our expenses in network maintenance, upgrades, backbone port charges, leased line loops, and equipment.
IP Policy
RIPE (RZseaux IP EuropZens) is becoming very stringent with IP addresses, and refuses to grant them without a strict accounting of use of existing IP's; we must therefore require periodic updates of IP address use. The way we will implement this, for now, is for clients who need more IP addresses to provide a one-for-one mapping of hostnames to IP addresses for what they are already using. Assume, for example, you were given 2 IP's to start, (of which two were pre-allocated for your nameservers) and you need (at least) 5 more. Send the request to your Project Manager.
General Conduct
Clients are prohibited from transmitting on or through any of HTL' services, any material that is, in HTL' sole discretion, unlawful, obscene, threatening, abusive, libellous, or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or international law.
HTL' s services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of UK law, or by the common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, infringement of copyright or trademark, misappropriation of trade secrets, wire fraud, invasion of privacy, pornography, obscenity, defamation or any other statute. HTL reserves the right to remove such illegal material from its servers.
The client is responsible for keeping their billing data with HTL up-to-date and accurate. Furnishing false data on any contract or application, including fraudulent use of credit card numbers, is grounds for immediate termination, and may subject the offender to civil or criminal liability.
The resale of HTL’s products and services is not permitted, unless specifically permitted and documented in a written agreement.
Important IP Disclosure: HTL Online Ltd Internet may assign client a reasonable amount of IP addresses (Internet Protocol) on a temporary basis or for the life of the contract. Client agrees that IP addresses are not portable and acknowledges that IP addresses are the sole property of HTL Online Ltd and are assigned as part of the services.
Furthermore, client acknowledges that use of IP addresses not allocated by HTL Online Ltd to client or users is expressively prohibited and will incur a penalty fee. This fee would be calculated on a standard engineer’s hourly rate fee of £100 separate from any other service or incident fees prepaid by client.
Payment
Clients agree to supply appropriate payment for the services received from HTL, in advance of the time period during which such services are provided.
Clients agree that all setup fees are non-refundable once setup is completed.
Client is aware that if you are paying by credit card, prepayments will be billed and charged automatically, and that HTL may apply the amount due to the provided card at any time.
All invoices are sent to clients via postal mail.
Client understands and agrees that HTL shall not be responsible for any charges or expenses that client may incur resulting from overdrawing client's bank account or exceeding client's credit card limit as a result of an automatic or manual charge generated by HTL Online Ltd pursuant to this authority.
Returned cheques will incur an administrative fee of £35.
With all disconnection's, a £25.00 reinstatement fee will apply to reactivate the service(s) again.
If client's account is in default and their account is sent to collections, client will be responsible for any collections fees that may apply.
Contract Length:
The minimum contract length for any of our Dedicated Server services is 6 months, for Network Access and Dedicated Server services, Client can change programs or services as many times with a £35.00 upgrade/downgrade fee and there may be a £150.00 upgrade/downgrade fee for Dedicated Server services.
Cancellation:
HTL reserves the right to cancel service(s) at any time. All fees paid in advance of cancellation will be pro-rated and refunded by HTL to client if HTL initiates its right of cancellation andclient is NOT in violation of these Terms and Conditions. If cancellation is caused by clients and/or its client's breach of the Terms and Conditions, then client agrees that no refund is due. Client understands that service(s) can be cancelled at any time effective the end of the 6 month contract.
Due to protection concerns, all account cancellations must be done in writing via UK mail or fax. Notifications of cancellation must include the company letterhead, account name, principal contact name with valid signature, last four digits of credit card number on file and reason for cancellation. Third party cancellations are not accepted.
Upon termination, either by HTL Online Ltd or Client, for any reason, Client is responsible for deleting his/her host registrations from domain registrar(s) within 10 business days. Client further agrees to pay HTL Online Ltd all reasonable administrative costs if HTL Online Ltd must intervene in deregistering the hosts.
Disclaimer:
HTL is not responsible for any damages your business may suffer.
HTL does not make implied or written warranties for any of our services.
HTL denies any warranty or merchantability for a specific purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by HTL.
The Client will not use its network nor space provided by HTL to violate any law. In the event Client violates existing law, HTL shall have the right to terminate all service set forth in this Agreement. In the event HTL is informed by government authorities of inappropriate or illegal use of HTL facilities or other networks accessed through HTL, HTL may terminate client's service.
HTL will cooperate fully with investigations of violation of systems or network security at other sites.
HTL will cooperate with law enforcement authorities in the investigation of possible criminal violations.
Clients who violate systems and/or network security, may incur in criminal or civil liability.
HTL reserves the right to amend its policies at any time. You will be held responsible for the actions of your clients in the matter described on these Terms and Conditions. Therefore, it is in your best interest to implement a similar or stricter Terms and conditions or otherwise called Acceptable Terms of use policy.
If you have any questions concerning the above stated terms and conditions then please e-mail us at: sales@htlonline.net
HTL Terms and Conditions for Web Site Development
Definitions
"Web Site Developer" shall means HTL Online Ltd.
"Client" shall mean The client as names in the order.
"Work Product" shall mean all HTML and/or ColdFusion files, graphics files, animation files, data files, technology, scripting and programming (in object code form), all documentation, and each and every deliverable developed by the Developer and delivered to the Client in accordance with the terms and conditions of this Agreement, excluding Client Properties.
"Client Properties" shall mean all text, pictures, sound, graphics, video and other data supplied by Client to the Web Site Developer.
"Developer Properties" shall mean the Work Product except for the Client Properties.
"Bug" shall mean a proven, reproducible malfunction of the Work Product logic.
Statement of Work
The Web Site Developer will provide the web site design, development, programming and other consulting services ("Services") to create the "Work Product" (as defined herein), all as set forth in the Statement of Work, agreed to by the parties.
Work Product License
The Web Site Developer grants to the Client and the Client accepts a non-exclusive, non-sub-licensable, perpetual, worldwide license to publicly perform, publicly display and digitally perform the Work Product on the Internet.
Title
The Client acknowledges that no title to the intellectual property in the Work Product is transferred to the Client. Title, ownership, rights, and intellectual property rights in and to the Work Product shall remain that of the Web Site Developer. The Work Product is protected by copyright and patent laws of the United Kingdom and international treaties.
Web Site Developers Properties
As between the Web Site Developer and Client, the Web Site Developer will at all times be and remain the sole and exclusive owner of the Developer Properties, defined herein as any property, in any format used in or made part of the Work Product which is not provided by the Client or a Third Party. Except as expressly authorized in this Agreement, the Client will not copy, modify, distribute or transfer (by any means), display, sublicense, rent, reverse engineer, decompile or disassemble the Developer Properties.
Client’s Properties
The Client will at all times be and remain the sole and exclusive owner of Client Properties.
Third Party Properties
Except as otherwise set forth herein, nothing shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third party software or products from one party to this Agreement to the other party.
Warranties
The Client represents and warrants that the Client Properties will not knowingly: (a) violate any law or regulation, including, without limitation, the laws and regulations governing export control; (b) be defamatory or trade libelous; (c) be pornographic or obscene; or (d) contain any viruses, Trojan horses, worms, time bombs or other computer programming devices which are intended to damage a user's system or data or prevent the user from using same.
The Client further represents and warrants that (a) Client has all rights necessary for the production, distribution, exhibition and exploitation of the Client Properties as part of the Work Product consistent with the license granted in this Agreement; and (b) there is no outstanding contract, commitment or agreement to which Client is a party or legal impediment of any kind known to Client which conflicts this Agreement or might limit, restrict or impair the rights granted hereunder.
Termination
Both the Client and the Web Site Developer reserve the right to cancel the development of the Work Product at any time, providing that the requirements for the last completed Project Milestone as described in the Statement of Work was paid for in full by the Client, regardless of its level of completion.
Governing Law and Severability
This Agreement will be governed by and construed in accordance with UK law. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.
Terms and Conditions of Contract for Co-Located Services
DEFINITIONS
HTLonline and HTL are trading name of HTL Online Ltd
Agreement shall mean this Service Agreement, Service Schedule and any other documents expressly incorporated herein.
Client shall mean the party entering into this Agreement.
Content: shall mean the audio, video, film, slides or other images or text (digital or otherwise) either provided to HTL by Client for HTL’s performance of the Services or transmitted through the Service Providers network.
Service Schedule shall mean the Service Schedule, which sets forth a description, and the cost, of specific Goods and/or Service to be performed, or provided, by HTL and its partners. Separate Service Schedules may be executed for different Goods and/or Service.
HTL: HTL Online Ltd
HTL Online: HTL Online Ltd
Goods: Any products, including hardware, firmware or software licenses sold, licensed or otherwise provided to Client.
Service: shall mean the services provided by HTL and its partners pursuant to this Agreement.
Service Provider: Shall mean the combination of HTL and its 3rd Party Partners who together provide the service. A list of HTL’s Partners is available on request.
1. TERM
This Agreement shall remain in effect until termination under Clause 10 Below
2. ORDER SUBMISSION, CREDIT APPROVAL AND DEPOSITS.
Client may from time to time submit to HTL orders containing requisite information on a Service Schedule or other approved form. HTL’s acceptance shall confirm the availability of the Goods and/or Service requested. Orders are subject to credit approval. Client shall provide HTL with information to demonstrate acceptable credit before delivery of Goods and/or Service under any Service Schedule. HTL may require Client to prepay or furnish a deposit as a condition of acceptance or continuation of an order.
3. CHARGES AND PAYMENT
3.1 One time set-up fees shall be due upon executing a Service Schedule. Charges shall be due annually in advance and subsequent annual charges shall become due one month before the respective anniversary of the commencement Date or as specified in the Contract Service Schedule. Usage or consumption charges which shall be invoiced monthly in arrears.
3.2 If any payment or part thereof which is properly due and owing is in arrears for more than thirty (30) days of invoice date then HTL shall be entitled to charge interest on a daily basis on the amount outstanding at the rate of 8% per annum above the base rate of HSBC Bank Plc from the date of the invoice until receipt of payment, without prejudice to any other rights of HTL.
3.3 Prices for Goods and/or the Service are stated exclusive of VAT which shall be additionally payable by the Client and the Client shall pay any additional or substitute taxes or charges imposed by any competent authority from time to time. Unless otherwise agreed by the parties in writing, the charges for technical support and consultancy assume that such services will be performed between the hours of 9 am and 5-30 pm Monday to Friday inclusive (excluding public holidays). In the event that such services are performed outside these hours upon the Client’s request then such services shall be subject to additional charges in accordance with HTL’s standard charges from time to time. HTL may provide additional services, upon request and if appropriate resources are available at HTL’s standard rates from time to time.
3.4 HTL shall be entitled to increase charges for the Goods and/or Service on each anniversary of the Commencement Date of this Agreement by the percentage increase in the Retail Price Index (All Items)(as published by the Department of Employment) (or any replacement index) in the previous twelve months.
3.5 In the event of any change in applicable law or regulation that materially changes the cost of delivery of Service, HTL shall give the Client written notice thereof and the Client shall have thirty days to accept or tender notice of termination. Service provided after said thirty day period shall be at the increased rate, provided however, should the
Client choose to terminate the effected Service, any such termination shall not trigger any otherwise applicable termination charge.
3.6 All sums payable to HTL under this Agreement will be payable without any deduction or set off and HTL shall be entitled to obtain and enforce judgment thereon without any stay of execution pending the determination of any cross claim by the Client.
3.7 HTL is not obliged to detect or report unauthorised or fraudulent use of Service. The Client shall be solely responsible for all charges incurred through or as a result of fraudulent or unauthorised use of the Service.
4. NO LEASE
This Agreement is a services agreement and is not intended to and will not constitute a lease of any real or personal property. Client acknowledges and agrees that i) subject to the continuation of The Service Provider’s right to occupy the real property, it is hereby granted a limited license to occupy the Client server(s) and use any Service Providers facility and any equipment provided to Client in accordance with this Agreement, (ii) Client has not been granted any real property interest in any space within any Service Providers facility, and (iii) Client has no rights as a tenant or otherwise under any real property or landlord/tenant laws, regulations, or ordinances. In its sole discretion HTL may suspend the right of any Client representative or other person to visit any Service Provider facility.
5. GOODS
5.1 Title to Goods sold shall pass to Client upon full payment. As security for such payment, Client hereby grants to HTL a security interest in and to any such Goods and the proceeds thereof. Title to all other Goods, equipment and/or facilities furnished by the Service Provider, shall remain with HTL.
5.2 Client shall notify HTL and the shipping company, in writing, within two (2) business days after delivery of any defective, non-conforming or damaged Goods. Failure to do so shall constitute acceptance of any such Goods and a waiver of any claim against HTL.
5.4 Equipment provided or installed by the Service Provider for use in connection with the Service shall not be used for any purpose other than that for which Service Provider provided it. In the event that Client or a third party attempts to operate or maintain any Service Provider-owned equipment without first
obtaining HTL's written approval, Client shall pay HTL, in addition to any other remedies to which HTL is entitled, for any damage incurred, repair and/or replacement (at HTL's option) necessitated and service charges relating to the maintenance or inspection of said equipment. HTL is not responsible for the installation, maintenance, compatibility, or performance of any equipment or software, except where said equipment or software is part of a HTL Techplan Service Agreement. If such equipment or software impairs the Service, Client remains liable for payment. If such equipment or software causes or is likely to cause hazard or service obstruction, Client shall, upon notice, remedy the situation. HTL may, at Client’s request and at HTL’s then-current rates, render consulting Service to remedy the difficulties caused by any of the foregoing.
5.5 (i) HTL agrees to provide and Client agrees to purchase the Goods and/or Service set forth on the attached Service Schedule and (ii) in the event Client requests HTL to perform consulting or technical Service of a specialised nature, the details, deliverables, milestone dates, fees and other pertinent information relating to such performance will be set forth on a separate Sales Order. In such event, HTL shall provide said Service to Client using employees or subcontractors of HTL, in HTL’s sole discretion.
6. CLIENT OBLIGATIONS
6.1 The Client shall be responsible for:
(i) payment of all charges applicable to the Goods and/or Service (including charges incurred as a result of fraud or unauthorised use of the Service);
(ii) the payment of all additional fees or charges arising from Client service requests and/or the Client’s usage of facilities, bandwidth and/or network capacity above and beyond the Client's entitlement;
(iii) if the Services are provided from the Client’s premises, providing the following: (a) the level of power, ventilation, heating and air conditioning necessary to maintain the proper environment at the Client’s premises for the provision of Service; (b) a safe, hazard free, place to work complying with all applicable Health and Safety Regulations; and (c) keeping The Service Providers's equipment free and clear of any liens or encumbrances.
(iv) Client will: (i) be solely responsible for all Content and any party’s reliance thereunder and (ii) allow The Service Provider to copy, display, distribute,
download, transmit and otherwise use the Content to perform The Service Provider’s obligations hereunder;
(v) Client shall not and shall not permit others to rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any of the facilities or equipment installed by The Service Provider or its agents, except upon HTL’s written consent.
6.2 Unless otherwise agreed, during the course of this Agreement, the Client shall have comprehensive general liability insurance covering public liability, employer’s liability, professional indemnity, personal injury or death and property damage insurance with a combined single limit of at least £2 million. The Client shall also maintain insurance covering Goods leased or owned by the Client against loss or physical damage whilst at The Service Provider’s premises. The Client shall, as and when requested, provide HTL with such evidence as it may require in relation to the Client’s insurance.
6.3 Client warrants and represents that it has all necessary right, title and interest in the Content, and that it has obtained all consents, licenses, permissions and releases necessary to grant The Service Provider the right to distribute the Content.
6.4 The Client shall comply at all times with all applicable laws and regulations including any relevant UK Data Protection legislation and with The Service Provider's Policies and Procedures as may be in effect from time to time.
7. WARRANTIES
7.1 HTL provides a limited warranty for its Goods and/or Service as more specifically set forth in this Agreement.
7.2 Except for the limited warranty set forth herein, HTL excludes and the Client hereby waives all representations, conditions, terms and warranties, express, implied or collateral, (other than relating to title of goods and fraudulent misrepresentation) arising by operation of law or otherwise, including but not limited to implied warranties, terms or conditions of satisfactory quality or fitness for a particular purpose or conformity to description or sample of goods, except to the extent that such representations, conditions, terms or warranties may not be excluded by law.
7.3 Due to the nature of the Internet, the service is provided on an “as is” and “as available” basis without warranties or conditions of any kind, express or implied. If the Client is dissatisfied with the Service or these terms and conditions, the Client’s sole remedy is to terminate this Agreement subject to the termination liability.
7.4 The Service Provider does not warrant or undertake that the Service will cause the Goods to operate without fault, error or interruption.
8. LIABILITY
8.1 HTL does not exclude or limit its liability for death or personal injury arising from its negligence or that of its employees.
8.2 The liability of HTL for breach of contract, negligence or any other liability howsoever arising shall be limited to service credits due under any applicable SLA. The extension of such service credits or refunds shall be the sole remedy of the Client and the sole liability of HTL and shall be in full and final settlement of any costs, claims or demands of the Client.
8.3 In no event shall HTL's liability exceed charges made by the Client to HTL over the preceding twelve (12) months including any liability for negligence for any event or series of events for the year in which such liability arises.
8.4 Neither party shall be liable for any indirect, incidental, special, consequential, exemplary or punitive damages (including but not limited to damages for loss of data, loss of profits or loss of revenues) and regardless of whether such party has been informed of the possibility or likelihood of such damages.
8.5 HTL shall have no obligation or liability for (i) any reconfiguration, modification, misuse or abuse of goods or Service by the Client and/or Content.
9. SUSPENSION
9.1 HTL may suspend access or any or all Service forthwith in the event that:
A. (i) Client fails to comply with any provision of clauses 3, 6 or 11 of this Agreement or (ii) HTL is entitled to terminate this Agreement (including, without limitation, by reason of a breach, fault or omission by Client hereunder);
B. such suspension is: (i) for the purpose of carrying out scheduled or emergency maintenance (ii) to substitute, change, reconfigure, relocate or rearrange Service; or (iii) in accordance with an order, instruction or request of any government entity; or C. Client consumes Service in an amount that materially exceeds Client’s credit limit and Client, after demand, has not provided sufficient security for payment.
9.2 Suspension shall not be a waiver of any right of termination. If Service has been suspended other than for Client’s breach, Service shall be restored as soon as reasonably possible and the applicable Service charges shall be ratably abated. If Service has been suspended for any other reason and Client requests that Service be restored, HTL may restore Service after satisfaction of conditions and imposition of charges as HTL reasonably requires.
10. TERMINATION
10.1 HTL may terminate this Agreement: (i) without notice upon Client’s failure to pay amounts when due, after five (5) days written notice and failure to remedy; (ii) for breach of a material provision of this Agreement, after fourteen (14) days written notice and failure to remedy; (iii) if HTL is unable to provide Service hereunder due to Client’s acts or omissions: (iv) upon any regulatory decision or governmental order requiring HTL to suspend Service(s) or which is reasonably likely to result in the loss of HTL’s operating authority, upon reasonable notice; or (v) if the Client commits an act of bankruptcy or goes or is put into
liquidation (other than solely for solvent amalgamation or reconstruction) or has a receiver appointed over all or any part of its business or assets or if an administration order is made in respect of. Any termination hereunder, except under clause 10.1(iv), shall subject Client to applicable termination and other accrued charges.
10.2 Either party may terminate this Agreement upon thirty (30) days notice provided no Exhibits I are still in effect and all amounts due HTL shall have been paid.
10.3. If Service is terminated before the end of the Term, Client will pay an early termination charge of seventy-five percent (75%) of its recurring charges for the remainder of the Term, except if: (i) Client terminates as a result of HTL’s material breach, or (ii) HTL terminates other than by reason of Client’s breach. In the event that Client fails to pay HTL all amounts owed under an Service Schedule in a timely manner, Client agrees that without notice, HTL may, without liability, take possession of any Client equipment and store it, at Client’s expense, until taken in full or partial satisfaction of any lien or judgment; or liquidate the property in a commercially reasonable manner, upon notice and apply the proceeds to any amounts due under this Agreement.
11. SOFTWARE
11.1 If and to the extent computer software provided by HTL or its licensors is required for the use of a Service ordered by Client hereunder (“Licensed Software”), HTL shall grant or obtain for Client a nonexclusive, nontransferable, limited license to use such Licensed Software, in object code format only, and solely to the extent required to use the Service. If HTL is the licensor, Client shall in no event be entitled to claim title to or any ownership interest in any Licensed Software (or any derivations or improvements thereto), and Client shall execute any documentation reasonably required to memorialize HTL’s existing and continued ownership of Licensed Software. If a third party is the licensor, Client’s entitlement shall be limited solely to the license offered by said party.
11.2 Client shall not copy, reverse engineer, decompile, disassemble, sell, lease, license or sublicense the Software; or create, write or develop any derivative software or other software program, based on the Software unless permitted by law (in which case the Client shall notify HTL forthwith in writing).
12. CONDITION PRECEDENT
The Client acknowledges and agrees that HTL’s obligation to perform under this Agreement and any exhibits maybe conditional upon the construction and/or retention of operational facilities. Facilities availability increase on an ongoing basis. If the foregoing conditions are not satisfied on the applicable effective date, the parties obligations under this Agreement and any Exhibits and the payment of monthly fees shall be suspended until such conditions are satisfied.
13. MISCELLANEOUS
13.1 Force Majeure. Except with respect to accrued payment obligations, neither party shall be liable for any failure of performance due to causes beyond such party’s reasonable control, including, but not limited to: acts of God, fire, flood or other catastrophes; any law, order, regulation, or governmental action, national emergencies, insurrections, riots or wars; unavailability of rights-of-way; or strikes or other labour difficulties not involving the Service Provider, provided however, the affected party shall use commercially reasonable efforts to eliminate such event.
13.2 No Competitive Service. Client may not at any time, without HTL’s prior written consent, permit any Service Provider facility to be utilised for the resale of Internet access or managed services to HTL clients.
13.3 Non-Solicitation. Neither party shall knowingly solicit for employment, offer employment to or employ the other party's employees during and for a maximum period permitted by law following termination of this Agreement. In the event of a breach of this provision the parties agree that appropriate liquidated damages shall be payment by the breaching party of one hundred (100%) percent of the new annual compensation of the employed individual.
13.4 Assignment or Transfer. Neither party may transfer or assign this Agreement, or any of its rights or obligations hereunder without the other’s prior written consent, which will not be unreasonably withheld. Each party shall remain liable for nonpayment by its respective assignee or transferee. Notwithstanding the foregoing, HTL may assign or transfer this Agreement without notice to a HTL partner.
13.5 Notice. Notice shall be in writing to the address set forth hereinabove and properly given: (i) immediately, if delivered in person, via facsimile, or electronic mail; (ii) after one (1) day, if sent by overnight courier; or (iii) after three (3) days, when sent by first class post.
13.6 Marketing. Client agrees that HTL may refer to Client and may briefly describe Client’s business in HTL’s marketing materials and on the HTL website. Client hereby grants HTL a limited license to use any Client trade names and trademarks only for this purpose.
13.7 Indemnification by Client. Client shall indemnify, defend and hold harmless HTL, its officers, employees, subcontractors, representatives, landlords and/or mortgages from claims, loss, damage, expense (including reasonable attorney's fees and court costs), liability (including liability for infringement of a third party’s intellectual property rights), personal injury, death or property damage caused by or arising from: A. the content of any communication transmitted via the Service or maintained in connection with any Goods provided hereunder; B. the acts or omissions of Client or a third party, including their respective employees or representatives, in connection with the Goods or Service provided hereunder.
13.8 Relationship of Parties. The parties are independent contractors and this Agreement does not establish any partnership, joint venture,
employment, franchise or agency relationship between them.
13.9 Severability. Should any provision of this Agreement be held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity and maintain the parties’ original intent.
13.10 No Waiver. Failure to enforce any provision of this Agreement shall not be construed as a waiver. The parties’ rights shall be deemed cumulative, such that the exercise of one shall not preclude the exercise of others.
13.11Third Party Beneficiaries. The parties do not intend any provision of this Agreement to be enforceable by or for the benefit any third party.
13.12 Intellectual Property Rights. HTL shall remain the sole owner of and retain all right, title and interest in any Service, technical
information and/or intellectual property rights (“IPR”) provided to Client hereunder, including, without limitation, all trademark, trade names, service marks, copyrights, computer programs, general utility programs, software, methodology, databases, specifications, systems designs, applications, enhancements, documentation, manuals, know-how, formulas, hardware, audio/visual equipment, tools, libraries, discoveries, inventions, techniques, writings, designs and other IPR either used or developed by HTL or its agents in connection with the provision of Service hereunder (“HTL Technology”). Any HTL Technology will not be work for hire. In return for payment of all fees and charges, HTL grants to Client a royalty free, non-exclusive, non-transferable, non-assignable license to use any IPR provided with Service hereunder. HTL shall be free to provide similar IPR to other parties and shall retain the right to unrestricted use of any data, any and all related concepts, know-how, techniques or IPR either acquired or developed as a result of this Agreement.
13.13 Supplemental Terms. The terms contained in any Service Schedule, SLA, Sales Order and Techplan or other related documents are intended to supplement this Agreement’s terms.
13.14 Headings. The titles and headings of the sections and subsections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of this Agreement’s provisions.
13.15 Survival. The following sections of this Agreement shall survive termination: clauses 3, 5, 7, 8, 10.3 and 13.
13.16 Governing Law. This Agreement shall be governed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
13.17 Entire Agreement. This Agreement and any Service Schedule, SLA, SOW or other related documents executed hereunder, constitute the parties’ entire understanding and supersede any oral representations, understandings and offers related to the subject matter hereof. This Agreement can be modified in writing by both parties.
Additional HTL Terms and Conditions for Online Backup.
HTLOnline Backup - The Services
| Software: | Attix5 Backup Professional Server Edition (SE) & associated Plugins |
|
Attix5 Backup Professional Desktop & Laptop (D&L) Edition |
|
Attix5 Backup Professional Monitoring and Deployment |
|
Attix5 Backup Professional Storage Platform |
The “Services" means the service whereby the Client will be offered the use of the Software to securely backup and retrieve their data on-line via any tcp/ip connection to the Online Backup storage platform, where such backed up data will be stored. The Online Backup storage platform is hosted in a secure environment.
The Client can then select and schedule their backup set. The Client can restore their data whilst online. After the initial backup, incremental backups are done for a two calendar month period. At the end of that period, the oldest month is consolidated into a single backup volume, with the last version of all files selected at the end of that month, until a further month has elapsed, when the cycle is repeated. Clients of the service are able to access specific backups up to the month end consolidation allowing restores to be effected from any point within the cyclic one to three month window.
The volume of data held on the Storage Platform, including all the daily changes and the month end consolidation is, on average, equivalent to the Allocated Limit of Data Storage (as shown within the Limit Column of the Monitor Console). Should the volume of data, for any one account, stored on the Storage Platform exceed the Allocated Limit of Data Storage set for that account by more than 20%, then HTL reserves the right to suspend that account or to charge for the quantity of data that exceeds the Allocated Limit of Data Storage set for that account.
IMPORTANT: The Client will be provided with the client application. The Client will then be required to provide name, password and encryption key. This encryption key will not be stored by the system. Accordingly, if the Client loses this information, the data cannot be recovered.
SERVICE LEVEL AGREEMENT
1. INTRODUCTION
This Service Level Agreement (SLA) forms part of the HTL online service agreement (HTLOSA) between HTL and the client and is subject to all terms of that agreement. The scope of this SLA is the delivery of HTL Online Backup (as further defined as the SLA relating to the software defined below) only when the server platform and hosting thereof is managed by HTL. In addition, unless inconsistent with the context, the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:
| "HTL" | HTL Online Ltd. |
| "Queries" | All reports of software or service faults, queries, requests for service or any other enquiries from Client and Client Clients in relation to the software and its operation. |
| "Business Day" | Any day within the year, excluding weekends (Saturday, Sunday) and public holidays. |
| "HTL Online Backup" | The backup service for Servers, Desktops and Laptops. |
| "terms of that agreement" | Software: Attix5 Backup Professional Server Edition (SE) |
2. SERVICE LEVEL PROVISIONS
2.1 Service Level Targets
HTL will use all reasonable efforts to ensure that the HTL Online Backup is available as detailed in the table below:
Minimum HTL Online Backup availability per month |
99%* |
The HTL Online Backup service will be deemed unavailable if it cannot be reached from the Hosting Centre Infrastructure (*excludes down time for operating systems patches and updates).
The HTL Online Backup service shall not be deemed unavailable (without limitation) in the event of any of the following:
1. Failure of the Client connection to the HTL Hosting Centre Infrastructure (e.g. via the public internet or Client’s own network);
2. Malfunction of Client’s or Client’s own computing systems upon which the backup agent is installed (including hardware, operating system or local software), including non availability due to configuration issues;
3. Malfunction of Attix5 Backup Agent (HTL would commit to resolve issues as outlined in section 4);
4. Malfunction of service due either to incorrect installation or configuration of the Backup Agent, or use of the software on platforms not qualified by Attix5.
HTL will use all reasonable efforts to ensure that a failure of either the main, or mirror site, is recovered as detailed in the table below:
Recovery time to re-establish full functionality and capacity at either the main or mirror site in the event of failure |
3 Business Days |
2.2 Service Level Credits
If HTL fails to achieve the Service Level Targets specified for the HTL Online Backup Service above, and if Client requests HTL to do so within five (5) Business Days after the target is not met, HTL will issue to the Client credit rebates detailed in the table below:
Performance against target service levels will be reviewed and agreed on a quarterly basis by HTL and Client account management.
HTL Online Backup -Service availability in a given Month |
Rebate (% of monthly recurring charge) |
Less than 99% and greater than or equal to 98.0% |
25 |
Less than 98.0% and greater than or equal to 95.0% |
50 |
Less than 95.0% |
75 |
The monthly recurring charges used to calculate the HTL Online Backup Service credits will be the total monthly recurring charges (MRCs) relating to for the affected HTL Online Backup Service.
The credits will be paid as discounts to the MRCs for the month following HTL’s approval of the Client’s credit request.
3. SUPPORT & MONITORING
3.1. The Attix5 system will send error reports to the person responsible for this service, if further action is needed a service request will need to be lodged with HTL. No monitoring of this service will be undertaken by HTL of this service under the proactive warning service.
3.2 All service requests are to be sent via email to HTL at support@htl.uk.com or by telephone 0870 013 1112
4. Attix5 AGENT SOFTWARE BUG FIXES AND PATCH UPGRADES
4.1 Attix5 Agent Software Bugs Fixes
In the event that a Client identifies, or suspects, a bug or non conformance in the Attix5 Backup Agent Software, this is to be reported to HTL via email.
HTL will work with the Client to confirm that non availability of the service is due to a bug or non conformance. HTL will use all best endeavours to rectify any bug or non conformance of the software and provide an upgrade/patched version of the software within a reasonable time period.
In the event that the existence of a bug within the Attix5 Agent is confirmed then HTL will notify the Client’s technical contacts by e-mail within 48 hours stating the nature of the bug, or non conformance, platforms affected, any actions which should be taken by the Client, and estimated time to rectify the bug or non conformance.
5. PROVISION OF SERVICES
HTL’s obligations, in terms of the agreement and the Service Level Agreement, to resolve queries, shall be performed remotely via the Internet.
6. FORCE MAJEURE
If HTL is prevented from carrying out any of its service level undertakings as a result of an act of God, strikes, fire, riot, war (whether declared or not), embargoes, export control, international restrictions, shortage of transport facilities, any order of any international authority, any court order, any requirements of any authority or other competent local authority, or any other circumstances whatsoever which are not within the reasonable control of HTL, then HTL will be deemed to have been relieved of the performance of these service level under takings to the extent that and for so long as it is so prevented from performing, this agreement will be deemed to have been suspended to such extent and for the period concerned. HTL shall in addition, not be liable for any loss, liability, damages (whether direct, indirect or consequential) or expense of whatsoever nature that howsoever arising where HTL’s failure to meet the service level or otherwise perform any of the services.
TERMS AND CONDITIONS
- PRIVATE DEFINITIONS
"HTL” “we” “us” means HTL Online Ltd Ltd. “you” means the Client who is the subject of the HTL Services Agreement (“TSA”). “the Software” means all or any computer programs sold or leased by HTL to you, whether such programs are produced by HTL, or are sold or leased as distributor or agent of a third party whether by licence or through the public domain. “The Internet” means the worldwide collection of equipment and systems that include but is not restricted to access to items of service (“the Internet Service”). “The Services” means the HTL Online Backup Managed Solution as outlined in the Description of Services above and specified in the TSA.
- HTL OBLIGATIONS
When the Services are operational, and connected to the Internet Service, we shall make all reasonable efforts to ensure that the Services are maintained and are fully available to you 24 hours x 365 days per year. Notwithstanding the foregoing, in the event that in any calendar month following commencement of the Services, we are unable to provide 99% connectivity to the Internet (calculated on a 24 hour basis) (hereinafter “the Failure”) you shall be entitled to Service Credits as per the HTL Online Backup Service Level Agreement .
- PAYMENT
Save as appears below, the charges set out on the TSA are non-refundable and for a minimum period of twelve (12) months from the date of your signature to the TSA. Thereafter the charges may be reviewed on an annual basis. You must pay in advance either quarterly or annually as specified in the TSA. Unless otherwise stated, all charges are exclusive of VAT. Where any payment from you remains due and unpaid we will be entitled to charge interest at 2% above Barclays Bank plc base rate for the time being accrued daily. You may not withhold payment for the Services by reason of any outstanding claim under this or any other agreement with us.
All payments are non-refundable and non-returnable. You agree to pay us on presentation of our invoice. Any delay in payment will entitle us at our sole election to suspend the service and/or to apply liquidated damages. Save as allowed by law, payment due for services provided shall not be withheld on grounds that any claim is outstanding.
- RESTRICTION OF LIABILITY
You hereby confirm that you have not relied upon any representation made by us or on our behalf which has induced you to enter into this agreement except as is provided herein. If we delay or fail to perform our obligations under this agreement our maximum liability is limited to the amount already paid by you under this agreement for the Services (excluding VAT or other tax and the cost of any equipment provided under this agreement and which shall be owned or controlled by you). Subject to this we shall not be liable to you for any claims loss damage (including consequential loss or damage) of whatsoever nature and howsoever caused except as is provided by statute. Except for the terms of this agreement (or required by law) no other conditions warranties terms representations and undertakings apply. If we are prevented from providing the Services for any reason beyond our reasonable control, we may suspend or delay delivery of the Services and shall not be held responsible or liable to you for our inability to deliver them. We cannot guarantee the proper delivery of any e: mail message or other data item once it has left the confines of our network, and similarly we cannot guarantee that data traffic will be delivered or that its contents will be held secure once it passes from our control.
- UNLAWFUL USE OF THE SERVICE
You warrant and undertake that neither you nor any person authorised by you will knowingly publish or transmit over the Internet nor store on the HTL Online Backup Storage Platform any material that is obscene, threatening, defamatory or likely to cause offence or which in any way infringes the intellectual property rights of another party. You hereby agree to indemnify and hold us harmless from any and all demands losses claims proceedings damages costs and expenses including legal fees arising out of any claim against us in relation to such materials.
- DURATION
This Agreement shall commence on the Services Commencement Date and shall, subject to the other provisions hereof, continue for a minimum period of twelve (12) months ("initial period"), whereafter it shall be automatically renewed for a further twelve (12) months unless notice of termination in writing is given by either you or us not less than ninety (90) days prior to the end of any twelve (12) month period.
- TERMINATION
We reserve the right to terminate this Agreement at any time if you become the subject of a receivership winding up administration or bankruptcy order (or a petition is presented in respect of any of these) or if it otherwise appears to us that you are insolvent and unable to pay your debts as they fall due. We shall also be entitled to terminate this Agreement in the event that you commit a material breach of this Agreement and fail to remedy the same within 30 days of receipt of written notice from us. Any termination shall be without prejudice to our other rights or to your liability for amounts payable under this agreement.
- GENERAL
This agreement contains all the terms agreed between us and supersedes any previous communications representations or agreement by either of us including any terms and conditions on your order. No modification of this agreement will be accepted unless made in writing and signed by one of HTL’s Directors. Until we acknowledge acceptance of the deposit/advance payments requested in the TSA we will not be bound by the TSA. Our acceptance will form a contract subject only to these Terms and Conditions.
We may assign our rights and obligations under this agreement. You may only assign your rights without further payment only with our written consent (not to be unreasonably withheld) where the assignment is to a parent affiliate or subsidiary corporation purchasing all or substantially all your assets or where you merge with another corporate entity or partnership providing in each case the proposed assignee is not in our reasonable opinion a competitor.
The waiver by either party of any breach of these Terms and Conditions will not prevent the subsequent enforcement thereof and shall not be deemed a waiver of any subsequent breach. If any part of this agreement is adjudged by a court of competent jurisdiction to be invalid such judgment shall not affect the remainder of this agreement which shall remain in full force and effect. Notices may be given by facsimile, first class mail or by delivery to the address shown on the TSA or any other address specifically in writing for the purpose of the TSA. English Law shall govern this agreement and the forum for settling any dispute shall be the English Court.
HTL Acceptable Use Policy
(to be read in conjunction with HTL’s Terms and Conditions)
“HTL” means HTL Online Ltd
Introduction
We have created this Acceptable Use Policy (AUP) to protect our resources, and the resources of our customers and peering networks in order to provide a high speed network, high availability services and to ensure that as an ISP, we comply with all relevant UK laws. This AUP must be read in conjunction with our Terms and Conditions.
It is the responsibility of all HTL clients to ensure that they comply with the latest edition of the AUP at any given time.
This AUP may be revised, without notice, at any time, at the sole discretion of HTL. Completion of the relevant application
form, or connection to the service for the first time, is deemed to be an agreement to our Terms and Conditions and this AUP. In the event of a breach of this policy, HTL reserve the right to terminate all or part of any service with immediate effect, without recompense and delete any files held on our servers. If you have any questions about any of our policies, please contact support@htlonline.net.
Compliance with UK Law
It is an offence under UK law to transmit, receive or store certain types of files. You may not use our services to engage in activities, or store, transfer to receive material of an indecent, offensive or otherwise illegal nature. Any such activities may result in prosecution by the UK authorities under the relevant Criminal Acts including but not limited to the Computer Misuse Act 1990, the Telecommunications Act 1984, the Protection of Children Act 1978, the Criminal Justice Act 1988 and the Prevention of Harassment Act 1997.
It is also a criminal offence under UK law to knowingly infringe intellectual property rights, such as copyright, patents, database rights and registered trade marks. You are reminded that sharing copyright material through the use of peer to peer software may consequently constitute a criminal offence if done without permission of the right owner in question. HTL will cooperate with any agency or rights holder wishing to assert their rights in these matters and HTL reserve the right to withdraw service under such circumstances.
The Data Protection Act 1998 imposes numerous duties on users who process personal data relating to third parties. Failure to comply with many of these duties constitutes a criminal offence. Users who are not merely processing personal data for domestic (including recreational) reasons are reminded of their likely duty to register with the Information Commissioner. Under the Electronic Commerce (EC Directive) Regulations 2002, we, as an ISP, are in general not liable to any criminal or pecuniary penalty for any unlawful acts carried out using our service unless we have actual knowledge of those unlawful acts. Accordingly if we become aware of credible evidence that you have carried out any unlawful acts we will take preventative measures to bring those acts to an end.
Compliance with foreign law
The Internet is global in reach. Consequently it is possible for you to break the laws of foreign countries notwithstanding that you are based in the UK. You must take all reasonable steps to avoid breaching relevant foreign laws.
Warranties and Disclaimers
Our service warranties and the extent of our liability are explained fully in our Terms and Conditions. By connecting to the HTL network, you agree to hold HTL harmless in the event of any legal claim regarding our services.
Security and privacy
Login names and passwords must be kept secret and not be communicated to any third party. HTL must be notified
immediately if they are compromised. Please keep a note of your passwords. If you forget or lose any password, you will need to contact support to have it changed. HTL will not guarantee the security or confidentiality of any data transmitted over our network. Where security or confidentiality is required, the customer must provide their own end-to-end security mechanism.
Internet access (dial-up/ADSL/leased-line)
Standard dialup accounts are for a single user only. Users may only have one dial up connection per account at any one time. You may not transfer or give out your connection details for others to use. You are responsible for all traffic that is sent from your connection. It is therefore your responsibility to ensure that all software on your side of the connection is virus-free and up-to-date with all relevant security patches. In particular, server software running on public-facing ports, such as mail servers and proxy servers, must not be remotely exploitable.
If we find malicious traffic emanating from your connection, we have an obligation to our other customers and peering networks to take urgent measures to block that traffic. In many cases, this can be achieved by selective port blocking, but in other cases,this will involve disconnecting and suspending the account until the issue has been resolved. We understand that in many cases, you may not be responsible for or aware of the problem, we will work with you to resolve the issue as efficiently as possible to restore normal service.
Messaging services
Messaging services covers any transaction involving software that transmits messages from one user to another, such as email, IRC, instant messaging or Usenet. Users may not abuse, or make physical threats against, another person via any type of messaging service, or any other electronic media/service we provide.
Users must abide by the policies of any messaging or IRC networks they use. We will co-operate with the administrators of such networks to identify abusive users and restrict their access. Users are reminded that harassment, threatening or slanderous behaviour is prosecutable under UK law. Users may not forge the sender address of any messages to
appear to be from someone they are not. e-mail Users may not use our services to send unsolicited commercial
e-mail (UCE, also known as 'Spam'). HTL will block the mail services of any customer found to be sending such mail.
Users may not have “open mail relays”. HTL will close the relay or connection of any customer found with an open mail
relay. Opt-in mailing lists are allowed, where it can be proved that subscribers did opt-in and that a suitable opt-out mechanism is available.
HTL reserve the right to remove any mail older than 60 days from the server. It is the customer's responsibility to ensure
that mail is regularly collected and removed from HTL's POP3 servers. HTL strongly advise against the use of the
POP3 option to keep mail on the server. If a POP3 mailbox contains an excessive amount of mail, HTL reserve the
right to remove older mails from the mailbox to reduce its size. 1/09/04/RI
HTL Acceptable Use Policy – Legal Document
Usenet (News)
Users may not "spam" or flood the Usenet with a single post to a large number of newsgroups which are not related to the topic of your article. When using newsgroups, subscribers must comply with the globally accepted Usenet Acceptable use policy. A good place to refer to is Usenet.org.HTL reserve the right to cancel any message posted to a news group if it is deemed to be of an unsuitable nature.
Web Hosting
By uploading to a HTL web server, the customer will be deemed to have accepted and agreed to the relevant Terms and Conditions of use. You will be responsible for the content of your site, including obtaining the legal permission for any works they include and ensuring that the contents of these pages do not violate UK law. HTL reserve the right, without notice or explanation, to remove material which does not comply with this AUP or our Terms and Conditions, such as material of an adult nature or pirated software.
HTL reserve the right to suspend any or all of a site, if it is deemed to be causing excessive load or traffic, is adversely
affecting the performance of other sites on the server, or is being abused by an external entity. It is the customer's responsibility to ensure that their scripts are not vulnerable to these problems. The customer agrees not to advertise their Website via unsolicited commercial e-mail. HTL reserve the right to suspend a site which has been 'spamvertised' at any time. HTL do not set hard quotas (a quota is the amount of Web space you have allocated) on commercial Web space. If you go over quota, your Website will continue to work, but you will be notified. It is your responsibility to ensure your quota exceeds your usage at all times. You may upgrade your quota at any time by contacting your account manager. If a site is excessively over quota, HTL reserve the right to suspend the site.
Subscribers will be held solely responsible for any defamatory, confidential, secret or other proprietary material made available via your site. HTL reserve the right to suspend any sites containing such material. You must be careful when
using peer to peer networking software to ensure that you do not download or transfer material which you do not have the right to download or transfer Login names and passwords must be kept secret and not communicated to any third party, except for agencies, such as Webpage designers, working on your behalf. HTL must be notified immediately if they are compromised. If someone were to gain access to your account password, they could tamper with files held on your site.
Technical Support will only be provided for uploading, downloading and viewing pages. No support will be provided for
HTML authoring or page design. The customer is ultimately responsible for ensuring that their site is suitably backed-up. HTL takes backups of the commercial servers for disaster recovery purposes only. If the account is suspended for any reason, such as non-payment, access to the site, both for viewing and uploading, may also be suspended.
On closing an account, the relevant data on this Web space will be deleted.
Attempted security breaches
Any attempt to breach the security of any machine is forbidden. Attempting to do so will result in immediate account termination and possible further legal action. Users may not run any program that monitors network packet data or any program that compromises the privacy of network traffic. It should be noted that attempting to breach security may lead to
prosecution under the Computer Misuse Act 1990 or any other relevant criminal legislation. Attempts to circumvent copy protection technology and encryption are also likely to be illegal under the Copyright Designs and Patents Act 1988 (as amended).
Non-Specific
Users may not mount an attack, by whatever means, against our system, or any other systems. Users may not run unauthorised mailing lists from, or through any of our machines, or mail servers. Any IP addresses assigned to customers are owned by HTL. When using quota-based service, it is your responsibility to remain within your usage quota. HTL reserve the right to delete files for over-quota users if disk space is affecting the normal running of the server.
Technical Support
Technical Support exists for the benefit of HTL customers, providing support for questions relating directly to our services.
Technical support is here to provide the best service possible to our customers, but can, at times, be stretched by having to answer unnecessary calls. When contacting Technical Support, please ensure that you have all relevant details to hand, including details of any specific error messages encountered. Please help us to help you. Customers without Techplan can only contact support by dialling 0906 5571112.