Terms Of Service
The Business Growth Company
1. Description of the Hosting Services (“the Hosting Services”):
Keeping the website and all software on the server, accessible via the Internet. Keeping all hardware and software up to date, including regular maintenance and management. Renewing any Security Certificates (SSL) and Unique IP Addresses where necessary.
- Web space for your website
- Unlimited Bandwidth
- SSL Certificate (if applicable)
- Unique IP Address (if applicable)
2. Service Levels:
When alerted to an interruption by our monitoring systems or by an email or call initiated by the Client, SumFactors Ltd (or its suppliers) will begin troubleshooting and addressing the problem and will initiate contact with the Client according to the table below. Response time will be calculated based on the timestamps generated within SumFactors Ltd’s (or its supplier’s) incident management system.
Priority/Severity Levels and Response Times
|Priority/Severity Level||Example Situation||Support||Response Time|
|Emergency||You cannot access your website from the public Internet.|
Mon – Fri
9am – 6pm
Out Of Hours Available Upon Request At Increased Rates
|Within 15 minutes|
|Urgent||Your website is functioning improperly or at less than optimal performance|
Mon – Fri
9am – 6pm
Out Of Hours Available Upon Request At Increased Rates
|Within 1 hour|
|Standard||Non-critical; Your website is functioning normally, but you require information or assistance on our services|
Mon – Fri
9am – 6pm
|Within 4 hours|
SumFactors Ltd guarantees that when not undergoing scheduled maintenance, the network infrastructure will be available 100% of the time in each month.
Network availability means all network infrastructure including routers, switches and cabling is working. The Network infrastructure is defined as the portion of the network extending from the outbound port on the Client’s cabinet switch to the outbound port on the border router. Services or software running on the Client’s servers are not counted as part of the network.
Downtime begins when an interruption is recorded in SumFactors Ltd’s monitoring system. In the event that Network infrastructure availability should fall below 100% in a given month due to SumFactors Ltd’s fault, and this failure directly and adversely affects the Client’s hosted environment, SumFactors Ltd will offer a discount on the following years hosting fee by 5% of that months hosting cost per half hour of network infrastructure downtime (up to 100% of the annual recurring charge) for the affected component(s).
SumFactors Ltd’s guarantees all hardware components will function properly and will rectify or replace any component with a fault at no cost. Hardware is defined as the server chassis, processor(s), memory, storage devices, motherboard, power supplies, and network interface cards. This includes faults in Hardware due to failures in power and HVAC infrastructure including UPS, PDU and cabling. This guarantee does not apply to the time required to rebuild a RAID array, reload the operating system, reload and configure applications, and/or restore from backup (if necessary).
SumFactors Ltd (or its third party supplier) will begin fault resolution once the problem component has been identified. Fault resolution is guaranteed to be complete within one (1) hour of problem identification by SumFactors Ltd (or its third party supplier). In the event of a hardware failure which causes an outage in the Client’s hosted configuration, failed hardware is guaranteed to be repaired or replaced within one (1) hour of problem identification.
In the event that SumFactors Ltd (or its third party supplier) should fail to replace hardware within one hour of problem identification due to SumFactors Ltd (or its third party supplier’s) fault, and such failure directly and adversely affects the Client’s hosted configuration, SumFactors Ltd will offer a discount on the following years hosting fee by 5% of that months hosting cost per hour of additional down time beyond the first one hour after problem identification (up to 100% of the monthly cost) for the affected component(s).
SumFactors Ltd guarantees all software and files created by SumFactors Ltd shall be maintained and in fully working order. This includes necessary upgrades and installs for which the Client shall be notified about should there be any planned service interruption.
SumFactors Ltd will begin fault resolution once the problem component has been identified. Fault resolution is guaranteed to be complete within one (1) hour of problem identification by SumFactors Ltd. In the event of a software failure which causes an outage in the Client’s hosted configuration, the software is guaranteed to be repaired or rewritten within one (1) hours of problem identification.
In the event that SumFactors Ltd should fail to correct failing software within two hours of problem identification due to SumFactors Ltd’s fault, and such failure directly and adversely affects the Client’s website, SumFactors Ltd will offer a discount on the following years hosting fee by 5% of that months hosting cost per hour of additional down time beyond the first two hours after problem identification (up to 100% of the monthly recurring charge) for the affected programme(s).
These Service Levels do not apply for any month to the extent that service credits arise as a result of the Client’s breach of this Agreement. All service credits provided above are the Client’s sole remedy for failure to meet the stated performances, howsoever caused.
- Commencement Date: On the date of transfer from the development site to website’s domain name.
- Term and Termination: Hosting can be terminated at any time by the Client with 30 days notice. Hosting fees are non-refundable and due on a yearly or monthly basis (depending on individual contractual terms) in advance.
Schedule B: Additional Hosting Terms
The terms of this Schedule and Annex (“the Hosting Terms”) shall apply to the Hosting Services in addition to the terms of the Services Agreement. In the event of any conflict between the terms of the Services Agreement and the Hosting Terms, then the Hosting terms shall prevail in respect of the Hosting Services. Unless otherwise provided in this Schedule or the context otherwise requires, the definitions used in the Services Agreement apply to this Schedule.
- The Annex to this Schedule sets out a description of the Hosting Services which SumFactors Ltd may provide to the Client under this Agreement for the provision of any software and platform of hardware and operating system to enable access to data and/or software under this Agreement on servers of either SumFactors or SumFactors Ltd’s third party suppliers (“Servers”).
- The Client is responsible for performing its responsibilities within the timescales and in the manner, frequency and format required by SumFactors Ltd from time to time (whether set out in this Schedule or as otherwise required in writing by SumFactors Ltd from time to time), in order to fully, effectively and efficiently enable Base Creative to perform its obligations under this Agreement.
- SumFactors Ltd shall only be responsible for performing its obligations if the Client has performed its obligations through its authorised personnel.
- SumFactors Ltd shall use its reasonable endeavours to perform its obligations within any timescales set out in this Agreement, including the Service Levels set out in the Annex, but SumFactors Ltd shall not be liable for any delays or failure to accurately perform its obligations if it has used those endeavours or if caused by any failure or delay on the part of the Client or the Client’s employees, agents, contractors or Clients or by any breach by the Client of this Agreement.
- SumFactors Ltd agrees to maintain the software on the server and upgrade any software (Server Side Scripting, Content Management System, Control Panels) when SumFactors Ltd deems necessary in order to maintain a modern, up to date and secure server environment.
- Where additional software (additions to the Content Management System, individual software installs) is required, SumFactors Ltd agrees to maintain and support that software after consultation with the client and confirmation by SumFactors Ltd that the software meets expected requirements.
The Fees for the Services are set out in the Annex to this Schedule.
- SumFactors Ltd may charge additional fees at the following rates if the data transferred, stored or used under this Agreement exceeds the amount anticipated by SumFactors Ltd per calendar month £25.00 + VAT per month for extra 1GB web space
- Charges for additional hosting services will be invoiced pro rata in the month of exceeding the limitation based on the time to expiration of the hosting year. The total amount will be added to the yearly fee and be invoiced in total upon renewal of the hosting year.
- Any additional charges payable by the Client in accordance with Clause 2b shall be invoiced by SumFactors Ltd yearly in arrears and shall be payable in full by the Client (together with VAT thereon) within thirty (30) days of receipt by the Client of the relevant invoice thereof.
- In this Clause 3, “Requirements” means the requirements of the Data Protection Act 1998, any applicable directives of the European Parliament or the Council of the European Union in relation thereto and any regulations, orders or codes of practice (in original or amended form) implementing or made under them from time to time.
- Each Party undertakes to the other that it will, during the Term, duly observe its obligations under the Requirements that arise in connection with the data supplied by the Client.
- The Client acknowledges that SumFactors Ltd may supply to its third party suppliers to whom it sub-contracts the provision of any or all of the Hosting Services data in respect of which SumFactors Ltd is acting as data processor for the Client.
ACCESS TO SERVERS
- The Client acknowledges that SumFactors Ltd cannot guarantee uninterrupted, timely or error-free access to the Servers due to events beyond the control of SumFactors Ltd (or its suppliers) and SumFactors Ltd or its suppliers may also need to carry out maintenance from time to time on the Servers, but SumFactors Ltd shall use its reasonable endeavours to minimise the amount of downtime for access to the Servers (although SumFactors Ltd does not warrant that access to the Servers will be uninterrupted, timely or error-free).
- In order to decrease the risk of programming errors, and to increase security, SumFactors Ltd does not permit FTP access to third parties to those websites that are hosted on SumFactors Ltd’s servers. At the request of the Client, access will be granted on the understanding and condition that Client transfers full responsibility of such website(s) to such third party/ies whilst continuing to use the Hosting Services.
- The Client shall comply with all reasonable instructions of SumFactors Ltd from time to time in the way in which the Client accesses and uses the Servers.
- The Client shall be responsible for obtaining and configuring any third party hardware and/or software necessary for it to remotely access and use the Servers, including anything stipulated by SumFactors Ltd from time to time.
- The Client shall be responsible for maintaining access to the Servers through its telecoms or Internet service providers. SumFactors Ltd is not responsible for any connections from the Client’s or its agents’, contractors’ or clients’ systems to the Servers.
- The Client shall ensure that any use of and access to the Servers from time to time (including without limitation any data provided, created or supplied) by or on behalf of the Client or its officers, employees, agents, contractors or clients at all times:
- complies with all applicable laws, regulations, bye-laws and codes of practice;
- does not infringe or interfere with the rights or data of or used by any third party;
- iii. does not involve the supply or use of any material detrimental to SumFactors Ltd or SumFactors Ltd’s agents, clients, contractors or suppliers, including without limitation any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and
- is not considered by SumFactors Ltd to harm SumFactors Ltd or its agents, clients, contractors or suppliers.
- The Client shall (and shall procure that its agents, employees, contractors and clients shall) take all reasonable steps to comply with any security requirements of SumFactors Ltd, including without limitation taking all steps to protect usernames and passwords and prohibit unauthorised access to the Servers or parts of the data or software on the Servers. All access made using the Client’s account shall be deemed to have been made by or on behalf of the Client.
- The Client shall immediately notify SumFactors Ltd on becoming aware of any unauthorised use of all or any of the Hosting Services or the Servers.
- The Client shall indemnify and keep fully indemnified SumFactors Ltd and its suppliers against any and all liabilities, losses, penalties, damages, charges, claims, demands, actions, proceedings, judgments, costs and expenses which SumFactors or its suppliers may incur or suffer resulting from any breach by the Client of this Agreement or SumFactors Ltd making use of any information or specifications or acting on any instructions supplied by or on behalf of the Client.
- In respect of any problems with receipt of the Hosting Services, the Client’s primary point of contact shall contact SumFactors by telephone on 01344 238004 or by emailing email@example.com.
- SumFactors Ltd shall determine the priority for responding to and attempting to resolve any problem in its absolute discretion.
- SumFactors Ltd shall not be obliged to respond to calls unless the Client’s authorised primary point of contact (or his deputy) provides the following information:
- brief description of fault/enquiry;
- details of the operations performed which gave rise to the fault; and iii. effects of the fault and details of any error messages (plus screen print where possible).
- The Client shall fully cooperate with SumFactors Ltd’s staff in the diagnosis and resolution of any error and make the relevant personnel available.
- Before making a call, the Client’s official contact shall check the technical environment in which the Hosting Services are being used in respect of network status and connectivity.
- The service contact telephone number, fax number and e-mail address set out in this Clause 6 will constitute the single point of contact for the Client to report problems, make service requests and make general enquiries. The Client shall make all calls or requests through the Client’s nominated primary contact or his nominated deputy.
- The Services do not include the supply of support outside of SumFactors Ltd’s normal business hours (9:00am to 6:00pm). Any such requirement will be subject to separate negotiation, and could be chargeable based on SumFactors Ltd’s then current charging rates on a time and materials basis.
- Calls can be reported outside of Business Hours by calling the dedicated support line and leaving a voice mail message, in which event the response time for such messages will be deemed to commence at 0900 hours on the following day (other than weekends and statutory holidays).
THIRD PARTY SERVER SUPPLIERS
- SumFactors Ltd may in its discretion from time to time either host the data and/or software on its Servers or use third party suppliers to do so in whole or in part.
- The Client acknowledges that SumFactors Ltd may from time to time without prior notice and without the need for prior agreement provide additional obligations or requirements on the Client or restrict rights of the Client, due to the requirements of the third party suppliers. Where reasonably practicable, SumFactors Ltd will endeavour to give the Client reasonable warning.
- If a third party supplier of the Servers suspends provision of access to the Servers at any time, the provision of the Services by SumFactorsLtd may be suspended. SumFactors Ltd shall not be liable for any such suspension unless such suspension is caused as a result of any breach by SumFactors Ltd of its agreement with such third party supplier (unless such breach is caused by the act or omission of the Client in breach of this Agreement).
- SumFactors Ltd shall not be liable for failure by a third party supplier to take reasonable care and skill unless the Client notifies SumFactors Ltd in writing of such failure within 10 days of the Client becoming aware of the failure.
- To the extent permitted by law, SumFactors Ltd shall not have any liability to the Client for any liability arising as a result of any act or omission of a third party supplier beyond the liability of the third party supplier to SumFactors Ltd.
- The Client shall comply with the Acceptable Use Policy of the relevant supplier to SumFactors, a copy of which will be provided to the Client. If the Client has not notified SumFactors Ltd of any objection to the terms of such Acceptable Use Policy within 7 days of receiving the same, the Client shall be deemed to have accepted the terms thereof and shall fully indemnify SumFactors Ltd in respect of any loss incurred by SumFactors Ltd as a result of any failure by the Client to comply with the same.
TERM AND TERMINATION
- Subject to the rest of this Agreement, this Schedule will remain in force unless or until terminated in accordance with Clause 3 of the Annex to this Schedule or otherwise under the Services Agreement.
- Upon expiry or termination of this Schedule other than by either party without cause or by the Client pursuant to Clause 12 of the Services Agreement, SumFactors Ltd shall use its reasonable endeavours to deliver up to the Client or at the Client’s option erase or otherwise destroy the data and/or any software which the Client is entitled under this Agreement to continue using, subject to the Client upon demand first reimbursing SumFactors Ltd in full for its fees (at its normal rates then in force), costs, expenses and liabilities for doing so. The Client acknowledges that SumFactors Ltd’s ability to do this may depend on compliance by any third party supplier of hosting services.
LIMITATION OF LIABILITY
- All service credits provided in Section 1B of the Annex to this Schedule are the Client’s sole remedy for failure to meet the performances stated in that Section 1B, howsoever caused.
- Subject to the limitations in Clauses 7e and 9a above. SumFactors Ltd’s total aggregate liability for any loss or damage arising out of, or in connection with the Services or this Agreement will not exceed the actual Fees received by SumFactors Ltd during the previous three months of this Agreement.
- Save as varied by this Clause 9, the provisions of Clause 14 of the Agreement shall apply.