UKDirectHost Ltd Web Site Agreement

The UKDirectHost Web Site (the "Site") is an online information service provided by UKDirectHost Ltd ("UKDirectHost "), subject to your compliance with the terms and conditions set forth below.

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. UKDirectHost MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Copyright, Licenses and Idea Submissions. The entire contents of the Site are protected by international copyright and trademark laws. The owner of the copyrights and trademarks are UKDirectHost, its affiliates or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE.

You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. You agree to grant to UKDirectHost a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and newsgroups) or by e-mail to UKDirectHost by all means and in any media now known or hereafter developed. You also grant to UKDirectHost the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against UKDirectHost for any alleged or actual infringement or misappropriation of any proprietary right in your communications to UKDirectHost. Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or servicemarks of UKDirectHost. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

2. Use of the Site. You understand that, except for information, products or services clearly identified as being supplied by UKDirectHost, UKDirectHostdoes not operate, control or endorse any information, products or services on the Internet in any way. Except for UKDirectHost- identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties, that are not affiliated with UKDirectHost a. You also understand that UKDirectHost cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. UKDirectHost PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND UKDirectHost SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. UKDirectHost DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. UKDirectHost HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS. LIMITATION OF LIABILITY IN NO EVENT WILL UKDirectHost BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF UKDirectHost OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, UKDirectHost LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

UKDirectHost makes no representations whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-UKDirectHost web site, please understand that it is independent from UKDirectHost, and that UKDirectHost has no control over the content on that web site. In addition, a link to a UKDirectHost web site does not mean that UKDirectHost endorses or accepts any responsibility for the content, or the use, of such web site. Should you want to report any website, please email us at abuse@ukdirecthost.co.uk

3. Indemnification. You agree to indemnify, defend and hold harmless UKDirectHost, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.

4. Third Party Rights. The provisions of paragraphs 2 (Use of the Service), and 3 (Indemnification) are for the benefit of UKDirectHost and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

5.Term; Termination. This Agreement may be terminated by either party without notice at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the Service), 3 (Indemnification), 4 (Third Party Rights) and 6 (Miscellaneous) shall survive any termination of this Agreement.

6. Fees

a. Fees for Services ordered by You shall be charged beginning on the date of the initial order and that date shall serve as the monthly anniversary date for all future billings including one time fees, upgrades, additional services, cancellations and service credits. Fees are due in advance of the monthly service cycle and will be billed on the anniversary date of each month.

b. Non-payment Termination In the event you fail to pay your invoice within 3 days of the due date, we reserve the right to suspend your service. If you are still past due on the 5th day from the due date on the invoice, we reserve the right to terminate your service entirely and reformat your server. If you are terminated for non-payment, we also reserve the right to refer your account to a third party collection agency and you agree to pay any collection fees or legal fees we may be charged to collect on your debt.

c. Overage Billing "Overage" is defined as usage of the Services provided by UKDirectHost to You in excess of the allocated limitation. Overages are charged for SAN, Backup, Bandwidth and Professional Services (administrative time) used in excess of the amount allocated to Your account. You agree to pay the then-current Overage fees and charges for the UKDirectHost services, including backup and bandwidth Overage fees, upon receipt of an invoice.

d. All prices shown on this website are VAT exclusive, and if you are in the EU, this VAT will be added to the final amount. EU businesses are exempt from having VAT added to their price, but a valid EU VAT number needs to be added to your account.

7. Cancellation

a. Refunds will not be given on a pro-rated basis for Services provided in a given billing period. Receipt by you of any Services in a given period will obligate you to pay for the Services during that entire billing period.

b. UKDirectHost may terminate this Agreement effective immediately and without notice upon any breach by You of any of the terms of this Agreement. In such event, UKDirectHost shall have no obligation to refund any fees paid in advance by You.

c. You are entitled to a 7 day cooling off period (Cancellation period) according to UK Distance Selling Regulations where you are entitled to a full refund if you would like to cancel our services.

d. While UKDirectHost Ltd will endevour to maintain a high standard of uptime and data integrity, sometimes due to unforseen circumstances data can be lost. We urge you to make your own backups. Should there be a loss of data, or total loss of services, we are unfortunately unable to refund you. You knowingly enter this agreement with the knowledge that we will attempt to keep your services up, but cannot guarantee that you will not suffer data loss, or loss of services. You also knowingly enter this agreement with the provision that you will not attempt to recover any funds paid to UKDirectHost Ltd, under any circumstances. Any attempt at this will be a breach of contract and we will levy a fine of £500.00, which you will have 7 days to pay with cleared funds.

8. Miscellaneous.

a.  This Agreement shall all be governed and construed in accordance with the laws of United Kingdom applicable to agreements made and to be performed in United Kingdom. You agree that any legal action or proceeding between UKDirectHost and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in United Kingdom . Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. UKDirectHost's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. UKDirectHost may assign its rights and duties under this Agreement to any party at any time without notice to you.

b.  Compliance with UK Law
 It is an offence under UK law to transmit, receive or store certain types of files. Customers may not use our services to engage in activities, or store, transfer or 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 which include but are not limited to the Computer Misuse Act 1990, 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 and registered trademarks. Customers are therefore not permitted to use their UKDirectHost Ltd services in such a way as to violate intellectual property rights. UKDirectHost Ltd will aid any rights holders in the enforcement of the holder’s rights where necessary and will terminate services if needed to enforce those rights.
 The Data Protection Act 1998 imposes numerous duties on any organisation that processes personal data relating to third parties. Failure to comply with many of these duties may constitute a criminal offence. Customers who are not merely processing personal data for domestic (including recreational) reasons are reminded of their likely duty to register with the Information Commissioner.

c. Under the Electric Commerce (EC Directive) Regulations 2002, UKDirectHost Ltd is 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 a customer has carried out any unlawful acts we will take preventative measures to bring those acts to an end.

d. Compliance with Foreign Law
 Due to the global reach of the Internet it is possible for our customers to be in breach of the laws of foreign countries. Customers are therefore advised to take due care and all reasonable action to ensure that they do not violate the laws of foreign countries. Customers who have opted to have their servers hosted in the US are advised to ensure that their use of our services does not break US law.

9. Acceptable Use

You agree not to use the Services to:

 - upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
 - administer IRC;
 - harm minors in any way;
 - impersonate any person or entity;
 - "stalk" or otherwise harass another person;
 - forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
 - upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
 - upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
 - upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," or "pyramid schemes;"
 - upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
 - interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
 - intentionally or unintentionally violate any applicable local, state, national or international law,
 - provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; and/or
 - collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the paragraphs above.

Zero Tolerance Policy for Unsolicited E-mail/Black Listing

 "Unsolicited E-mail Complaint" is an occurrence of a third-party complaint regarding a specific E-mail communication message sent by You. "Unsolicited E-mail Incident" is an occurrence of a single E-mail message which may have been sent to multiple E-mail addresses. An Incident may contain numerous Complaints. Incidents may contain Complaints received up to 24 hours after the first. After 24 hours, a new Incident will be opened.

Black Listing: "IP Black Listing" is an occurrence when a third party black listing service determines that a UKDirectHost issued IP address is a frequent source of Unsolicited E-mail. Black Listings result in the IP address (or multiple IP addresses in the same "IP range") being unable to send E-mail to certain third parties.

10. Tortuous Conduct

 Any abuse towards any UKDirectHost Ltd employee will not be tolerated. You are expected to request and respond to support and other issues in a professional manner, when emailing, calling or submitting online tickets to UKDirectHost. Any cursing, yelling, or further intentional disruptive behavior aimed at UKDirectHost or its employees shall be considered a violation of this Terms of Service agreement.

Any threat; whether orally, verbally, in written, via E-mail, via Live Chat, delivered by second parties or delivered in any other way, and directed towards UKDirectHost or any of UKDirectHost's employees, partners, staff, contractors, sub-contractors, facilities, offices, etc. shall be construed as a violation of this Terms of Service agreement. Threats of physical violence will be directed to the proper authorities.

No refunds shall be given when the above Tortuous Conduct clause is violated and necessitates the termination of an account or services.

11. Chargebacks and Payment Disputes

 Under this Terms of Service agreement you must first contact UKDirectHost to attempt to resolve any billing disputes before contacting your bank, Paypal or credit card company to dispute the charges. You further agree that any billing disputes must be submitted in writing to our billing department within one month of the invoice payment in question.

By using our services You agree to the above policy and to contact UKDirectHost before contacting your financial institution to seek a resolution.

In the event you dispute charges contrary to this agreement, we reserve the right to refer your account or sell your debt (plus any applicable fees) to a third party collection agency. We also reserve the right to take further legal action against you.

ALL hosting is only provided by you agreeing to these terms and conditions, and on signing up for these services, you will be required to tick the box saying you have read and agree to these terms and conditions. This is termed as your digital signature and your IP will be recorded as proof.

Terms and conditions last revision date: 17th January 2011