OVERVIEW OF TERMS

FirstServ Ltd provide Internet web based services - web hosting, email services, domain name management, dedicated servers and additional internet services. FirstServ Ltd reserve the right to suspend or cancel a customer's access to any or all services provided when an account has been inappropriately used.

We reserve the right to change our terms and conditions when necessary due to the continual evolving nature of our business. It is your responsibility to ensure that you are up to date with our terms and conditions.

By signing up for any service, you agree to be bound by all terms and conditions irrespective of the mode or manner of ordering employed by you when ordering the services.

This Agreement is made between FirstServ Ltd and you as defined in section 1 below. The date of this Agreement is the date you first order our services.

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

A.1.1 The definitions in this clause A1 apply except where an alternative definition is given in an applicable section of the Special Terms and Conditions in which case the definition in the Special Terms and Conditions shall take precedence:

“Acceptable Use Policy” means FirstServ Ltd’s current policy for appropriate use of the FirstServ Ltd Website and the Services, as published on the FirstServ Ltd Website at the relevant time.

“Additional Charges” means charges calculated by FirstServ Ltd on a time and materials basis at its then prevailing rates for providing Additional Services.

“Additional Services” means a Service not specified as included within the Service Order.

“Agreement” means the contract between FirstServ Ltd and The Customer for the provision of Services, comprising the Statement of Work (if any), the Service Order, the Special Terms and Conditions, these General Terms and Conditions and the Sales Quotation.

“Commencement Date” means the start date for the provision of Services as stated in the Service Order.

“Default” means any material breach of the obligations of either party (including but not limited to fundamental breach or breach of a fundamental term) or any default, act, omission, negligence or statement of either party, its employees, agents or sub-contractors in connection with or in relation to the subject matter of this Agreement and in respect of which such party is liable to the other.

“Effective Date” means the date of this Agreement, as specified in the Service Order.

“Equipment” means the computing hardware from or upon or in relation to which the Services are to be performed.

“Data Protection Legislation: means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

“FirstServ Ltd Website” means the website located at https://www.firstserv.com or such other internet address as may be adopted or used by Firstserv from time to time.

“Hours of Cover” means the times, detailed in the Service Order to a Service Schedule, that FirstServ Ltd will provide Services.

“Inappropriate Materials” means Material that under the laws of any jurisdiction where the material can be accessed is or may be any of the following: unlawful, threatening, abusive, harmful, obscene, pornographic, malicious, profane, libellous, defamatory, infringing of any Intellectual Property Rights, constituting or encouraging a criminal offence or containing a virus, worm, Trojan horse or other harmful code or corrupt data, spam or unsolicited commercial emails and any other material defined as Inappropriate Material in the Acceptable Use Policy.

“Intellectual Property Rights” means patents, trade marks, service marks, designs, design rights, copyright (including all copyright in any designs and computer software and any databases), database rights, inventions, trade secrets, know-how, confidential information, registrable business names and all other intellectual property rights and rights of a similar character in any part of the world (whether or not the same are registered or capable of registration) and all applications and rights to apply for protection of any of the same.

“Material” means text, graphics, images, sound, video or any combination thereof.

“Personnel” means any engineer or consultant provided by FirstServ Ltd, whether an employee or subcontractor of FirstServ Ltd to perform Services on behalf of FirstServ Ltd.

“Place of Use” means the location at and from which the Equipment is installed and operated and all access (either physical or remote) required to that part.

“Product” means the Equipment, software and/ or Services set out on a Service Order, Statement of Work or Sales Quotation.

“Product Description” means the latest product or service description, either in a Service Order, Statement of Work or Sales Quotation.

“Sales Quotation” means a document, including a page on the FirstServ Ltd Website, detailing the prices of Product(s) and/or Services that FirstServ Ltd provide to customers.

“Services” means the work referred to in a Service Order or a Statement of Work which FirstServ Ltd will perform.

“Services Charges” means charges for Services performed.

“Service Misuse” means any use of the Services in breach of clause A.6.

“Service Order” means the document covered by this Agreement detailing the Services and including site addresses, duration, equipment listing, hours of cover, service level and contract price.

“Special Terms and Conditions” means the Special Terms and Conditions applicable to the Services provided under this Agreement which shall be attached to each Service Order.

“Statement of Work” means a document prepared by FirstServ Ltd providing additional information regarding Services.

“TCP/IP address” means a transmission control protocol or internet protocol address, as such terms are commonly understood by users of the Internet.

“Website” means any site or page on the world-wide web.

“Writing” means any method of permanently reproducing words in legible form, including without limitation facsimile transmission and electronic mail and “Written” shall be construed accordingly.

1. Services

A.2.1 Subject to these General Terms and Conditions, FirstServ Ltd will provide The Customer with the Services set out in the Service Order and/ or Statement of Work.

A.2.2 Service Charges include travel (mainland UK only), accommodation and subsistence expenses of Personnel (including cost of time spent travelling) incurred in the provision of the Services. These Service Charges will be added as an additional expense where applicable.

A.3 General Provisions

A.3.1 If and to the extent only of any direct conflict between these General Terms and Conditions, the Special Terms and Conditions, the Statement of Work, the Sales Quotation, the Acceptable Use Policy and the Service Order the order of precedence shall be:

-Acceptable Use Policy

-Statement of Work

-Service Order

-Special Terms and Conditions

-General Terms and Conditions

-Sales Quotation.

A.3.2 Nothing in this Agreement is intended or shall be construed to create a relationship of agency, partnership, or a fiduciary relationship between the parties. Accordingly, except as expressly authorised herein, neither party shall have the authority to act or make representations on behalf of the other party.

A.3.3 Headings to clauses are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

A.3.4 In this Agreement, the masculine includes the feminine and the neuter and the singular includes the plural and vice versa.

A.4 Price and Payment

A.4.1 The Service Charge shall be as specified in the Service Order. FirstServ Ltd reserves the right to review the Service Charges as shown in the Service Order at approximately each anniversary of each Service to reflect the effects of inflation and market changes. Any changes to the Service Charges will take effect thirty (30) days after written notice of the change is given to The Customer.

A.4.2 Service Charges do not include the cost of any Additional Services which are subject to Additional Charges.

A.4.3 Service Charges will be invoiced in advance of the Commencement Date unless otherwise specified in the Service Order. Additional Charges will be invoiced as and when incurred.

A.4.4 Service Charges and Additional Charges shall be due and payable by The Customer within thirty (30) days of the date of invoice (without any withholding, deduction, set-off, counterclaim or cross demand on any account whatsoever other than in respect of a bona fide dispute under this Agreement, details of which have been provided to FirstServ Ltd in writing (in which case the Customer shall pay the full amount not in dispute) and clause A25 shall apply.

A.4.5 Time of payment shall be of the essence and without limiting FirstServ Ltd’s remedies, if payment is overdue The Customer shall indemnify FirstServ Ltd against any legal fees and other costs of collection and shall pay to FirstServ Ltd a sum equal to any loss suffered by it arising from exchange rate fluctuations and FirstServ Ltd shall have the right to charge interest for late payment of invoices at the same rate which would apply were the debt a qualifying debt under The Late Payment of Commercial Debts (Interest) Act 1998 from the due date until payment, whether before or after judgment and FirstServ Ltd may suspend performance of any Services pending payment in full.

A.4.6 Any payment which falls due later than it would have done because of delay caused by The Customer shall be deemed to fall due when, but for The Customer’s delay, it might reasonably be expected to have fallen due. FirstServ Ltd may delay or withhold performance under this Agreement (including suspending Services without notice) until The Customer has made any payment or opened any letter of credit or established any other payment arrangements which are due to be made, opened or established and its time for performance shall be extended accordingly.

A.4.7 In calculating the Service Charges, FirstServ Ltd has relied on the financial, commercial, technical and operational information provided by The Customer. If such information is inaccurate either by error, omission or misrepresentation then FirstServ Ltd reserves the right to review and increase as appropriate the Service Charges as detailed in the Service Order.

A.4.8 All Service Charges are expressed exclusive of Value Added Tax which shall be paid by The Customer following receipt of a valid tax invoice, in accordance with clause A.4.4.

A.4.9 Notwithstanding the provisions of clause A4.8 all payments shall be made free of any tax withholding. If any tax withholding is due on payments under the Agreement such tax shall be an additional cost for The Customer who shall promptly provide FirstServ Ltd with a certificate of all tax paid.

A.4.10 If the payment of any amount is disputed then any undisputed element of that amount shall be paid and the disputed amount shall be dealt with in accordance with clause A25.

A.4.11 Until payment of all sums due under any contract have been received in full and cleared funds, FirstServ Ltd shall have a right of lien over any goods or materials belonging to The Customer which are in FirstServ Ltd's possession or control.

A.5 Customer’s Obligations

A.5.1 The Customer undertakes to FirstServ Ltd throughout the term of this Agreement to:

A.5.1.1 provide FirstServ Ltd with accurate and up to date details of its e-mail, mobile telephone numbers and physical addresses and promptly to notify FirstServ Ltd in writing of any alterations thereto from time to time;

A.5.1.2 obtain the consent of all individuals whose personal data are to be held on a domain name register or are otherwise provided to FirstServ Ltd for the purposes of this Agreement;

A.5.1.3 ensure that all passwords and user IDs provided to The Customer are kept secure and confidential and are used only by authorised members of The Customer’s staff;

A.5.1.3 if the Place of Use is a site, system or network owned or controlled by The Customer, provide such access to the Place of Use as FirstServ Ltd shall require to discharge its obligations;

A.5.1.5 if the Place of Use is a site owned or controlled by The Customer, provide such facilities at the Place of Use as FirstServ Ltd shall require to discharge its operations (including without limitation adequate and appropriate workspace and environmental conditions for Personnel and Equipment, use of telephone and facsimile machines, storage, electrical supplies, cabling and office furniture and equipment);

A.5.1.6 grant all reasonable access to its premises and equipment to enable FirstServ Ltd to perform the Services during all normal working hours and upon reasonable notice from FirstServ Ltd at any other time;

A.5.1.7 take all reasonable precautions to protect the health & safety of The Personnel while on The Customer’s premises and/ or Place of Use;

A.5.1.8 ensure that any premises and/ or Place or Use of The Customer to which Personnel have access for performance of Services fully comply with health and safety regulations and The Customer will not expose Personnel to unnecessary risk or danger to personal safety;

A.5.1.9 ensure that Personnel are made aware of all relevant safety procedures and regulations at the Premises and/ or Place of Use, if the Place of Use is a site owned or controlled by The Customer;

A.5.1.10 ensure that its employees and agents comply with all reasonable instructions made by Personnel in the course of performance of the Services or to enable FirstServ Ltd to limit any damage to either party, including without limitation complying with safety procedures;

A.5.1.11 take all precautions to protect its data and ensure that a daily back-up arrangement is implemented before and during this Agreement and maintain disks or tapes containing back-ups unless FirstServ Ltd is providing this Service.

A.5.1.12 at the request of FirstServ Ltd make available for the assistance of FirstServ Ltd in undertaking the Services all necessary documentation, information and system data relating to the Services or required to perform the Services and make available staff familiar with The Customer’s programs and/or applications and/or requirements of the Services, which staff will fully co-operate with Personnel to enable the Services to be performed;

A.5.1.13 comply at all times and in all respects with the Acceptable Use Policy; and

A.5.1.14 indemnify FirstServ Ltd against any liability, loss, damage or expense (including legal fees and disbursements) incurred by it or arising in connection with The Customer’s failure to comply with its obligations under this Agreement.

A.5.2 The Customer will exercise due care in respect of the Equipment and in particular, if the Equipment is under The Customer’s control, insure and maintain the Equipment in suitable premises and under suitable conditions as recommended by the Equipment manufacturer.

A.5.3 FirstServ Ltd reserves the right to make a charge for any work carried out by FirstServ Ltd which is attributable to The Customer’s failure to observe (or delay in observing) its obligations under this Agreement.

A.5.4 The Services include support only insofar as specified in the relevant Special Terms and Conditions. We will use reasonable endeavors to meet any specified response times and to rectify specified faults or problems but do not guarantee that response times or rectification will be achieved.

A.5.4.1 We shall not in any event be obliged to supply support:

a) in respect of faults or problems directly or indirectly or indirectly arising from:

i) incorrect use of the Services;

ii) products or services not supplied by us; or

iii) any cause external to the Services;

b) where you are using anything other than the most recent version of any relevant software

c) where you or any third party not authorised by us has modified the relevant software or attempted to resolve the problem; or

d) if any fees due to us are unpaid.

A.5.4.2 Any support which we agree to supply in addition to that covered by this agreement shall be charged at our then current standard rates.

A.6 Acceptable Use

A.6.1 The provision by FirstServ Ltd of Services is conditional upon The Customer’s compliance at all times with the Acceptable Use Policy and any breach of the Acceptable Use Policy by The Customer or its employees or agents shall entitle FirstServ Ltd, without limiting any other rights or remedies, to suspend or terminate the Services forthwith without notice.

A.6.2 Without limiting clause A.6.1, FirstServ Ltd’s network and Service(s) may only be used in accordance with this Agreement. The Customer shall comply at all times with all applicable laws and regulations, FirstServ Ltd’s operating procedures, and the Acceptable Use Policy. The Customer shall not use or permit the use of the Service(s), the Customer’s servers or FirstServ Ltd’s networks or servers in a fraudulent manner or in a manner that violates the Acceptable Use Policy or any applicable law or regulation, to communicate or publish Inappropriate Materials or in a manner which may expose FirstServ Ltd to legal liability.

A.6.3 The Customer shall fully indemnify, FirstServ Ltd against any and all claims, losses, damages, liabilities and expenses including, without limitation, reasonable legal fees, arising from or related to (i) Service Misuse or a breach of any other provision of this Agreement; (ii) any claim of infringement of any Intellectual Property Rights or other proprietary interest based on the possession or use of any Service(s), software or equipment furnished to The Customer or The Customer’s end-user(s) and/or customer(s); (iii) any claim that any Material of The Customer, or the manner in which The Customer or The Customer’s customers and/or end users make use of the Services or any Material, constitutes an infringement of any Intellectual Property Rights of any third party; (iv) any acts, omissions or Defaults of The Customer, its employees, agents or representatives.

A.7 FirstServ Ltd’s Warranty

A.7.1 FirstServ Ltd warrants to The Customer that:

A.7.1.1 it will perform the Services and any Additional Services with reasonable care and skill;

A.7.1.2 it will perform any Additional Services it agrees to provide within a reasonable time of being so instructed in writing by The Customer;

A.7.1.3 it will use reasonable endeavours to attain any service levels or project specifications which are agreed with The Customer; and

A.7.1.4 that any Personnel required to visit The Customer’s Place of Use for the provision of Services will comply with The Customer’s health and safety procedures, such procedures to have been notified to FirstServ Ltd in writing prior to the Commencement Date.

A.7.2 FirstServ Ltd does not warrant that any system, server, network or website of The Customer will operate without interruption.

A.8 Sale of Equipment

A.8.1 The provisions of this clause 8 shall apply if and to the extent that FirstServ Ltd agrees to supply goods of any kind, including software (“Goods”) to The Customer.

A.8.2 Risk of damage to or loss of the Goods shall pass to the Customer upon delivery.

A.8.3 Notwithstanding delivery and the passing of risk in the Goods and any other provision of this Agreement, title to and ownership of the Goods shall not pass to The Customer until FirstServ Ltd has received the price therefor (as quoted by FirstServ Ltd) in full in cash or cleared funds.

A.8.4 If at the date that payment in full for the Goods is made any other monies then due for payment by the Customer to FirstServ Ltd on any account have not been paid, title to the Goods shall not in any event pass to The Customer until FirstServ Ltd has received in cash or cleared funds payment in full of the monies overdue.

A.8.5 Until such time as property in the Goods passes to The Customer, The Customer shall:

A.8.5.1 hold the Goods as FirstServ Ltd’s fiduciary agent and bailee;

A.8.5.2 keep the Goods properly stored, insured and identified as FirstServ Ltd’s property; and

A.8.5.3 FirstServ Ltd shall, unless and to the extent prohibited by law, have a lien over any of the Customer’s assets in its possession or control.

A.8.6 A quotation for Goods is not an offer: it may be withdrawn or modified at any time prior to acceptance by FirstServ Ltd of an order and will in any event lapse thirty (30) days after its date of issue.

A.8.7 FirstServ Ltd shall effect delivery of the Goods by informing The Customer that the Goods are ready for delivery and depositing them at the place for delivery stated in the order.

A.8.8 Delivery times are approximate. FirstServ Ltd will not deliver goods in advance of the quoted delivery date other than with The Customer’s agreement.

A.8.9 If The Customer agrees that Goods may be delivered in instalments, each such instalment shall constitute a separate contract which may be separately invoiced. Any delay in delivery or termination of any instalment will not entitle the Customer to terminate the Contract as a whole, nor permit the set off of any payments in respect of one delivery against any claim in respect of any other delivery.

A.8.10 Where Goods are expressly sold on an “as is”, “as seen”, “in existing condition” or “ex-rental” or similar basis, FirstServ Ltd shall have no liability for defects, other than latent defects which could not have been apparent from a physical inspection of the Goods.

A.8.11 Where the Goods are supplied by FirstServ Ltd for export from the United Kingdom, The Customer shall comply with all applicable legislation and regulations and payment of any duties, import taxes or other costs of import.

A.8.12 The Customer shall obtain all licences, authorisations and approvals required for export of Goods from the UK or import into any other country and shall indemnify FirstServ Ltd against any liability in relation to The Customer’s breach of any of the provisions of this clause.

A.8.13 It is agreed that, insofar as it supplies Goods to The Customer, FirstServ Ltd is trading as a reseller only and is not in any way the author, writer, manufacturer or any other developing party to any software or hardware supplied by it.

A.8.14 At the request and expense of The Customer, subject to FirstServ Ltd first being indemnified and secured to its reasonable satisfaction by The Customer against any costs, liabilities and expenses which it thereby incurs, FirstServ Ltd will on The Customer’s behalf enforce all warranties, conditions or other rights granted in its favour by the manufacturer of the Goods.

A.9 Limitation of Liability

A.9.1 Neither party excludes or limits liability to the other party for death or personal injury resulting from its own or that of its employees’, agents’ or sub-contractors’ negligence or for fraudulent misrepresentation. Neither party excludes or limits liability to the other party for breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982 or for any other liability which may not be limited or excluded by law.

A.9.2 All clauses in this agreement which exclude or limit FirstServ Ltd’s liability apply to and may be enforced by FirstServ Ltd’s directors, officers, employees, subcontractors, agents and affiliated companies as well as to/by us and those parties shall all have the benefit of the Limits in terms of the Contracts (Rights of Third Parties) Act 1999.

A.9.3 Subject to clauses A.9.1 and A.9.2, the liability of FirstServ Ltd for Defaults shall be subject to the financial limits set out in this clause A.9.3 as follows:

A.9.3.1 the aggregate liability of FirstServ Ltd for each Default or set of connected Defaults of FirstServ Ltd or its Personnel resulting in direct loss of or damage to the tangible property of The Customer shall in no event exceed fifty thousand pounds (£50,000.00) in any twelve (12) month period;

A.9.3.2 save for liability for Defaults which cause direct loss of or damage to the tangible property of The Customer, The Customer shall insure its tangible property to its full replacement value against all normal commercial risks and FirstServ Ltd shall have no liability whatsoever to The Customer for any loss of or damage to The Customer’s tangible property;

A.9.3.3 in the case of any other loss or damage caused by a Default of FirstServ Ltd or of its Personnel or any other liability (whether in contract, tort, for breach of statutory duty or otherwise) arising under or in relation to this Agreement, the aggregate liability of FirstServ Ltd shall not exceed one hundred and twenty-five per cent (125%) of the aggregate of the Service Charges paid for the Services or the price paid for the Goods in relation to which the Default or liability arose.

A.9.4 Subject to clauses A.9.1 and A.9.2, FirstServ Ltd shall not be liable to The Customer whether in contract, tort, statutory duty or otherwise for any loss which is or which represents loss of or reinstatement of data, misdirection or non-delivery or non-publication of data, loss of profits, loss of goodwill, loss of revenue, business interruption, loss of production, management time, third party liability, loss of use of any tangible or intangible asset, loss of anticipated savings, loss of contracts and/or any indirect, special or consequential loss.

A.9.5 If a number of events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.

A.9.6 The Customer agrees to afford FirstServ Ltd not less than forty-five (45) days in which to remedy any Default.

A.9.7

A.9.8 Subject to clauses A.9.1 and A.9.2, FirstServ Ltd shall have no liability to The Customer in respect of any Default unless The Customer shall have served notice of the same upon FirstServ Ltd within three months of the date it became aware of the circumstances giving rise to the Default or the date when it ought reasonably to have become so aware.

A.9.9 Subject to clauses A.9.1 and A.9.2, FirstServ Ltd accepts no responsibility for any viruses introduced to The Customer’s premises, equipment, systems or networks no matter how so introduced.

A.9.10 Nothing in clause A.9 shall confer any right or remedy upon The Customer to which it would not otherwise be entitled.

A.9.11 The express terms of this Agreement are in substitution for and FirstServ Ltd excludes (to the fullest extent permitted by law) all terms and warranties implied by law.

A.9.12 FirstServ Ltd shall not be liable for any defect, wastage or other loss whatsoever (unless and to the extent caused directly by FirstServ Ltd’s negligence or wilful default) in, of or arising from equipment, hardware or software or other items (in this clause, “equipment”) supplied or made available to FirstServ Ltd by The Customer, which equipment shall be held, worked on and used at the Customer’s risk. Quantities of equipment supplied by the Customer shall allow for normal spoilage and fair wear and tear.

A.9.13 FirstServ Ltd shall not be responsible for any loss, damage, cost or expense arising from any defect, mistake or inaccuracy in any equipment specified or supplied by The Customer (unless and to the extent caused by FirstServ Ltd’s negligence). Any loss, damage, cost or expense arising therefrom shall be for the sole account of The Customer who shall indemnify FirstServ Ltd accordingly.

A.9.14 FirstServ Ltd’s liability for equipment specified or provided to FirstServ Ltd by The Customer or otherwise held or worked on by FirstServ Ltd on behalf of The Customer shall be limited to the lesser of the basic raw material cost of the equipment or an independent external valuation of such equipment.

A.9.15 Subject to clauses A.9.1 and A.9.2, FirstServ Ltd shall have no liability under or in relation to this Agreement for any Default which would not have arisen but for or which is caused by The Customer’s Default.

A.9.16 The Customer acknowledges and agrees that the allocation of risk in this clause A.9 is fair and reasonable having regard to the Service Charges and to The Customer’s ability to rely on its own business insurance to bear or recover any losses described in clause A.9.3.and A.9.4.

A.10 Customer’s Warranty

A.10 The Customer warrants and undertakes to FirstServ Ltd that it has full power, capacity and authority to enter into this Agreement (including but not limited to, where its procedures so require, the consent of its parent company) to enter into and to perform this Agreement and that this Agreement is executed by a duly authorised representative of The Customer. The Customer undertakes to indemnify FirstServ Ltd against any loss or damage which FirstServ Ltd may suffer as a result of a breach by The Customer of this clause A.10 or clause A5.

A.11 Duration of Agreement

A.11 This Agreement will commence on the Effective Date and will continue thereafter until the later of termination in accordance with clause A13 or the termination of the last Service Order.

A.12 Customer’s Representatives

A.12 The Customer shall promptly communicate to FirstServ Ltd the identity of a person(s) or the department within its organisation who shall act as the sole contact point and channel of communication for the provision by FirstServ Ltd of the Services. The Customer shall forthwith inform FirstServ Ltd of any change in the identity of any such person(s) or department. If FirstServ Ltd requires, The Customer shall nominate a suitable alternative person.

A.13 Termination

A.13.1 This Agreement or specific Service Order or part thereof may only be terminated:

A.13.1.1 by either party giving thirty (30) days’ written notice to the other such notice to expire at the end of the minimum period specified in the applicable Service Order or, if no minimum period is so specified, on any anniversary of the Effective Date;

A.13.1.2 in accordance with clauses A18.3 or A24;

A.13.1.3 forthwith by FirstServ Ltd if The Customer fails to pay the Service Charges or any Additional Charges due within 14 days of the due date for payment;

A.13.1.4 forthwith by either party if the other commits any material breach of any term of this Agreement (other than for non-payment of Service or Additional Charges) and which (in the case of a breach capable of being remedied) shall not have been remedied within 45 days of a written request by the other party to remedy the same;

A.13.1.5 forthwith by either party if the other convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composite scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrative receiver, administrator or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering the winding up of the other party.

A.13.1.6 on the event.

A.13.2 Termination shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

A.14 Effects of Termination

A.14.1 Upon termination for any reason, all sums due to FirstServ Ltd shall become immediately payable by The Customer without set-off, withholding or deduction on any account whatsoever.

A.14.2 Following completion of any work by FirstServ Ltd or termination of any Services or of this Agreement all copies of programs, manuals and documentation used by FirstServ Ltd for the purpose of providing such Services or performing the work will be returned to The Customer.

A.14.3 Upon termination of this Agreement for whatever reason, The Customer will:

A.14.3.1 immediately deliver up any of FirstServ Ltd’s property which it has no contractual right to retain (including but not limited to any stock stored on The Customer’s site by FirstServ Ltd) and FirstServ Ltd may enter any premises to recover and remove such property. Any property not recovered will be charged at cost plus reasonable costs of procuring same; and

A.14.3.2 within 7 days of termination, cease using and delete from all computers in its possession or under its control, all TCP/IP addresses supplied by FirstServ Ltd.

A.14.4 Termination of this Agreement shall not affect:

A.14.4.1 the accrued rights and remedies of the parties (which rights and remedies are at all times cumulative and not exclusive); and

A.14.4.2 the continuance in force of any clause expressed to remain in force after termination or required to give effect to any such clause or of clauses A.4.5, A.4.11, A.5.1.15, A.9, A.10, A.14, A.15, A.17, A.18, A.19, A.21, A.22, A.25, A.27 or A.29.

A.15 Confidentiality

A.15.1 Each of the parties undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or entering into of this Agreement save that which is:

A.15.1.1 already in its possession or developed independently by it other than as a result of a breach of this clause; or

A.15.1.2 already generally available and in the public domain otherwise than as a result of a breach of this clause;

A.15.1.3 a disclosure to enable a determination to be made under clause A24.

A.15.1.4 a disclosure by either party of any document related to the Agreement to which it is a party and which the other party (acting reasonably) has agreed in writing with the disclosing party contains no commercially sensitive information.

A.15.2 Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause A15.1 by its employees, agents or sub-contractors.

A.15.3 Where either party, in carrying out its obligations under this Agreement, is provided with information relating to people, that party shall not disclose or make use of any such information otherwise than for the purpose for which it was provided, unless that party has sought the prior written consent of that person and the other party.

A.16 Employment or Engagement of FirstServ Ltd’s Staff

A.16.1 The Customer shall not directly or indirectly, during nor at any time within twelve (12) months after the termination of this Agreement:

A.16.1.1 solicit or entice away or employ or attempt to solicit or entice away or employ any Personnel who are or have been directly associated with the performance of this Agreement;

A.16.1.2 retain, engage or in any other way whatsoever have the benefit of the services of any Personnel who are or have been directly associated with the performance of this Agreement, other than pursuant to the terms of this Agreement and/or Service Order executed with FirstServ Ltd;

A.16.2 save as stated in A16.1, if any Personnel who are directly associated with the performance of this Agreement are employed either directly or indirectly by The Customer, by way of compensation for loss of Personnel, business interruption and associated recruitment costs The Customer shall pay to FirstServ Ltd the equivalent of twelve (12) months’ salary of the relevant Personnel.

A.17 Data Protection

A.17.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 17 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

A.17.2 The Customer acknowledges that details of any IP address registered for it or used by it in connection with receipt of the Services constitute public information available on public databases and The Customer hereby irrevocably consents to FirstServ Ltd’s communication of such information to the extent required for the purpose of providing the Services.

A.17.3 Without prejudice to the generality of clause 17.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this T&C's.

A.17.4 Without prejudice to the generality of clause 17.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this T&C's:

A.17.4.1 process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (“Applicable Laws”). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

A.17.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

A.17.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

A.17.4.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

A.17.4.4.1 the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

A.17.4.4.2 the data subject has enforceable rights and effective legal remedies;

A.17.4.4.3 the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

A.17.4.4.4 the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

A.17.5 assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators

A.17.6 notify the Customer without undue delay on becoming aware of a Personal Data breach;

A.17.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

A.17.8 maintain complete and accurate records and information to demonstrate its compliance with this Clause 17.

A.17.9 Where the Customer consents to the Supplier appointing a third-party processor of Personal Data under this agreement, the Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 17. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 17.

A.17.10 Either party may, at any time on not less than 30 days’ notice, revise this Clause 19 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this T&C's).

A.17.11 The Customer agrees and acknowledges that the Supplier is reliant upon the Customer for direction as to the extent to which the Supplier is entitled to use and process Personal Data disclosed by the Supplier. Accordingly, the Supplier shall not be liable for any claim brought by a data subject arising from any act or omission by the Supplier, to the extent that any such act or omission results from the Customer's instructions.

A.17.12 The Supplier shall comply with the Regulation of Investigatory Powers Act 2000 and similar or subordinate legislation or requirements made hereunder and as modified from time to time and Customer consents to the Supplier doing all such acts as may be required of it to comply with such requirements.

A.18 Force Majeure

A.18.1 Neither party shall be liable for any breach of its obligations (other than a payment obligation) resulting from causes beyond its reasonable control including but not limited to flood, storm, fire, strikes, lock-outs or industrial disputes, insurrection or riots, embargoes, inability to obtain supplies, telecommunication failures or attacks caused by third parties, requirements or regulations of any civil or military authority (an “Event of Force Majeure”).

A.18.2 Each of the parties agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

A.18.3 If a Default due to an Event of Force Majeure continues for more than two (2) calendar months, then the party not in Default shall be entitled to terminate this Agreement forthwith by written notice to the party subject to Force Majeure. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.

A.19 Waiver

The waiver by either party of a breach of default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver or any breach of default by the other party.

A.20 Notices

A.20 Any notice, request, instruction or other document to be given shall be delivered or sent by first class post or by facsimile (such facsimile notice to be confirmed by letter posted within 12 hours) to the address of the other party set out in this Agreement (or such other address as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of 48 hours after posting and (if sent by facsimile) upon the expiration of 12 hours after despatch.

A.21 Invalidity and Severability

A.21 If any provision of this Agreement is found by any court, or administrative body, of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

A.22 Entire Agreement

A.22 This Agreement embodies the entire legal and contractual relationship between the parties relating to the subject matter of this Agreement and, except in the case of any fraudulent misrepresentation made by either party in connection with the subject matter of this Agreement and/or save as may be expressly referred to or referenced in this Agreement, terminates, cancels and supersedes all prior representations, agreements or understandings (written or oral) with respect to this Agreement and its subject matter.

A.23 Successors

A.23 This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties.

A.24 Assignment

A.24 The Customer shall not assign any of its rights or obligations under this Agreement to any other person and breach of this clause shall entitle FirstServ Ltd to terminate this Agreement forthwith.

A.25 Disputes and Law

A.25.1 The parties shall attempt to resolve any dispute relating to this Agreement through negotiations between senior executives of the parties who have authority to settle the dispute.

A.25.2 Subject to clause A25.1, if the matter is not resolved through negotiation, the parties may at their election, attempt in good faith to resolve the dispute through an Alternative Dispute Resolution (“ADR”) procedure as recommended to the parties by the Centre for Dispute Resolution in London.

A.25.3 If the matter has not been resolved by an ADR procedure within thirty (30) days of the initiation of that procedure, or if either party does not wish to participate in an ADR procedure, the dispute may be referred by either party to the English courts and the parties submit to their exclusive jurisdiction for that purpose.

A.25.4 This Agreement shall be governed by and construed in accordance with English Law and is subject to the exclusive jurisdiction of the English Courts.

A.26 Change Control

A.26.1 The Customer may at any time request and FirstServ Ltd may at any time recommend changes in the Service.

A.26.2 Neither party will be required to agree to any requested or recommended change but neither party will unreasonably withhold its agreement to such a request. It shall be unreasonable to refuse consent where the change is necessitated by a change in law which means a change should occur to facilitate compliance with this Agreement.

A.26.3 FirstServ Ltd shall advise The Customer of the likely impact of any requested or recommended change on the price and timescales set out in the Service Order or Statement of Work. In respect of a change requested by the Customer, FirstServ Ltd reserves the right to make a reasonable charge for the preparation of the impact assessment.

A.26.4 Until such time as any change is formally agreed and processed, FirstServ Ltd shall, unless otherwise agreed, continue to perform and to be paid in accordance with this Agreement as if such change has not been requested or recommended.

A.26.5 The parties shall respond in writing to, or shall meet to discuss, any requested or recommended change as soon as practicable. If the parties have not agreed any matter arising out of the request or recommendation for change within four weeks of the request or recommendation the matter shall be dealt with through the dispute resolution procedure set out in clause A25. No failure by the parties to comply with the provisions of this sub-clause A26.5 shall relieve The Customer from its obligations under this Agreement.

A.26.6 Any agreement to a requested or recommended change shall become valid as an amendment to this Agreement only when recorded in writing and signed by authorised representative of both parties.

A.27 Intellectual Property Rights

A.27.1 FirstServ Ltd shall retain the right and title to all Intellectual Property Rights and other rights in any equipment, programs and to any work or material created or supplied by FirstServ Ltd or the Personnel in the course of providing the Services or in quoting for the Services.

A.27.2 The Customer shall follow all reasonable instructions that FirstServ Ltd gives from time to time with regard to the use of Intellectual Property Rights and other notice of ownership rights of FirstServ Ltd and / or its licensors.

A.27.3 FirstServ Ltd warrants, subject to the other terms of this Agreement, that The Customer’s use or receipt in the United Kingdom of any Products supplied by FirstServ Ltd, in accordance with their respective Product Descriptions and any other instructions from FirstServ Ltd which it may give concerning their use, will not infringe the Intellectual Property Rights of any third party. FirstServ Ltd’s liability under this warranty shall be conditional on the following:

A.27.3.1 The Customer promptly notifying FirstServ Ltd in writing of any allegation made by a third party that The Customer’s use of any Products infringes its Intellectual Property Rights;

A.27.3.2 The Customer making no admissions in relation to such an allegation without FirstServ Ltd’s consent;

A.27.3.3 where any allegation is made or, in FirstServ Ltd’s opinion, is likely to be made, by a third party that its Intellectual Property Rights are being infringed by The Customer’s use of Products supplied by FirstServ Ltd, FirstServ Ltd shall have the option to do any or all of the following:

(i) repay to The Customer any sums paid by The Customer in respect of the affected Products (and, if it so elects, to require The Customer to deliver up any affected Products to FirstServ Ltd) and if it does so it shall have no further liability whatsoever to The Customer under this Agreement in respect of or arising from such Products;

(ii) at its own expense modify or replace the Products (in such a way that their functionality or standard overall is not materially adversely affected) so as to avoid the infringement; and / or

(iii) conduct and / or settle all negotiations and litigation with any such third party in which case The Customer shall not have any dealings with such third party in relation to its allegation but shall give FirstServ Ltd all reasonable assistance required by FirstServ Ltd in such negotiations or litigation. The costs incurred or recovered in such negotiations and litigation will be for FirstServ Ltd’s account.

A.27.4 Save as provided in clause A27.3, FirstServ Ltd shall have no liability whatsoever to The Customer in respect of any infringement or alleged infringement of any Intellectual Property Rights or other rights and in any event FirstServ Ltd shall have no liability to The Customer hereunder for any infringement which is based on the use of any item supplied by FirstServ Ltd other than in accordance with the terms of this Agreement and their respective Product Descriptions and any other instructions FirstServ Ltd may give concerning their use, or in combination with any goods or services not supplied by FirstServ Ltd.

A.27.5 Any Internet protocol or TCP/IP address provided by FirstServ Ltd shall be and remain the absolute property of FirstServ Ltd and The Customer shall have a non-transferable licence to use such address during the continuance of this Agreement only.

A.28 Legislative Change

A.28 FirstServ Ltd reserves the right to make any changes in the specification of the Services which are required to conform with any applicable law, regulation or safety requirement which is not in existence or within the reasonable contemplation of the parties at the Effective Date or which do not materially affect their quality or performance. If any variation in the Services or the Agreement is agreed or is required for compliance with any applicable law, regulation or safety recommendation, The Customer shall pay such additional amount as is fair and reasonable and FirstServ Ltd shall have reasonable additional time to perform the Agreement.

A.29 Third Party Rights

A.29 A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right of remedy of a third party which has been expressly conferred in agreement or is available apart from that Act.

Section B – Dedicated Server Services

The document entitled “Section A – General Terms and Conditions” shall govern the parties’ relationship under these Special Terms and Conditions: if there is a direct conflict between these Special Terms and Conditions and the General Terms and Conditions, these Special Terms and Conditions shall take precedence.

B.1 Definitions

B.1 In these Special Terms and Conditions Section B, the following terms shall have the meanings given to them below:

“Availability” means the availability of our network demonstrated by means of either a ping or traceroute program.

“Business Hours” means 09.30 a.m. to 5.30 p.m. on a day other than a Saturday, Sunday, bank or other public holiday in England and Wales.

“Downtime” means in respect of any month the total time during which the Service is not Available (other than as a result of Planned Outages).

“Facility” means any hosting facility supplied by FirstServ Ltd pursuant to the Services at the premises specified in the Service Order.

“Hour(s)” means 60 minutes during FirstServ Ltd’s normal business hours (being 9.30am to 5.30pm, Monday to Friday, excluding weekends and UK bank or public holidays).

“Outage” means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service.

“Planned Outage” means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service caused by work for the purpose of maintenance or support.

“Remote Hands Assistance” means assistance with the operation and maintenance of the dedicated server from a qualified technician of FirstServ Ltd on a remote basis, as more particularly described in the Service Order, if applicable.

“Server” means any computer server equipment operated by FirstServ Ltd in connection with the provision of the Services.

“Service Minutes” means minutes of connectivity to FirstServ Ltd.

Other defined terms in these Special Terms and Conditions Section B shall have the meanings given to them in the General Terms and Conditions.

B.2 Duration

B.2 This Agreement shall commence on the Commencement Date and remain in force for the agreed minimum term as set out in the Service Order (or if no such period is specified, for 12 months) and shall continue for successive periods equivalent to the minimum term until terminated by either party giving not less than thirty (30) days’ written notice to the other such notice expiring at the end of any such period.

B.3 Provision of Services

B.3.1 FirstServ Ltd agrees, in consideration of payment of the Service Charges and conditional upon The Customer’s compliance with this Agreement to make a dedicated server available to The Customer.

B.3.2 The precise scope of the Services (in particular, as to space quotas) shall be as specified in the Service Order or the Sales Quotation.

B.3.3 FirstServ Ltd shall provide telephone support relating to the Server or other equipment of FirstServ Ltd as detailed in the Service Order. Telephone support does not include support in relation to the operation of The Customer’s own website and related software or programming support.

B.4 Exclusions

B.4.1 FirstServ Ltd does not and cannot control the performance of any data, products, or service(s) controlled by third parties. At times action or inaction by third parties can impair or disrupt Service(s). FirstServ Ltd makes no representations and expressly disclaims all warranties regarding any data, products, or service(s) controlled by any third party, including the providers of telecommunications or network products or services. Such data, products, and services are not promised to be free of error or interruption, and FirstServ Ltd expressly disclaims all liabilities arising from any such error, interruption, or other failure.

B.4.2 Routine maintenance and periodic system repairs, upgrades, and reconfiguration of the Server and/or the Facility (together, “Maintenance”) may result in temporary impairment or interruption in Services. As a result, FirstServ Ltd does not warrant or guarantee continuous or uninterrupted Services and reserves the right from time to time to temporarily reduce or suspend Services, in which circumstances it will give The Customer as much notice as reasonably practicable. FirstServ Ltd shall use all reasonable endeavours to keep any downtime or disruption to access to a minimum.

B.4.3 FirstServ Ltd does not validate Material supplied by The Customer and the provision of any Services by FirstServ Ltd shall not constitute a waiver of any of its rights under the Agreement or at law.

B.5 Customer Responsibilities

B.5.1 The Customer shall post to the Server only Material which is compatible with the Server and otherwise “server-ready” and which requires no manipulation by FirstServ Ltd.

B.5.2 The Customer acknowledges that effective use of the Services requires knowledge on its part of hyper text language, file transfer protocols and other protocols, language and software which are not part of the Services and The Customer warrants and undertakes that it has, or will procure, expertise equivalent to that of a qualified and experienced web development service provider.

B.5.3 The Customer warrants that all Material contained in or linked to any website owned or controlled by it and hosted by FirstServ Ltd pursuant to the Services and its use of the Services:

B.5.3.1 is free from Inappropriate Material, whether such Material has been supplied by The Customer or a third party;

B.5.3.2 does not infringe the Intellectual Property Rights of any third party in any jurisdiction where such Material may be accessed via its website; and

B.5.3.3 is free from viruses, worms, Trojan horses and other harmful code.

B.5.4 The Customer shall supply to FirstServ Ltd on demand all information required by FirstServ Ltd in order to provide the Services including without limitation:

B.5.4.1 The Customer‘s full name, email address, telephone number and mailing address;

B.5.4.2 The full name and full contact details (including mobile telephone number) of The Customer’s representative appointed pursuant to clause A.12;

B.5.4.3 any information required from time to time to keep the information required by this clause fully up to date and complete at all times.

B.5.5 The Customer warrants that the information provided by it pursuant to clause B.5.4 is complete and accurate. The Customer acknowledges that the provision of any Services requiring notification to The Customer (such as monitoring services) is conditional upon FirstServ Ltd being in possession of an up to date email address and mobile telephone number for The Customer or its appointed representative.

B.5.6 The Customer shall indemnify FirstServ Ltd against any claims, liabilities, losses, expenses (including legal fees) and costs which FirstServ Ltd incurs in connection with any breach by The Customer of its obligations in this clause

B.5.7 Without limiting any other remedies available to it, FirstServ Ltd may at its sole discretion terminate or suspend the Service and The Customer’s access to or use of any username, password or email address supplied by FirstServ Ltd, without notice or liability if it considers that The Customer is in breach of the Acceptable Use Policy or any other provision of this Agreement.

B.6 Price and Payment

B.6 The Service Charges shall be as specified in the applicable Service Order or Sales Quotation and shall be paid in accordance with clause A.4 and the Service Order.

B.7 Excess data transfers

B.7.1 The Customer shall observe any limitations on data transfer according to the Service Order and, if it exceeds such limits at any time, The Customer shall pay for such excess data transfer at FirstServ Ltd’s then current rates.

B.7.2 FirstServ Ltd shall have no liability for failure to achieve any service levels or to provide the Services which is caused by a breach by The Customer of this clause.

B.8 Service Levels

B.8.1 FirstServ Ltd undertakes to use all reasonable endeavours to ensure that, subject to the terms of this Agreement, the web hosting Services will be available for not less than the percentage per calendar month specified in B8.3.

B.8.2 If in any calendar month the availability specified in clause B.8.1 is not achieved, The Customer, as its sole remedy in respect of such non-availability, shall be entitled to service credits calculated in accordance with

B.8.3.2.2 which may be set off against the price of future Services.

B.8.3.2.1 Planned outages. All work for the purpose of maintenance or support as part of Planned Outages will take place outside Business Hours. Planned Outages will be notified to you wherever possible on five (5) days prior notice unless otherwise agreed or in case of emergency. We shall wherever possible ensure that there are no more than two (2) Planned Outages each calendar month.

B.8.3.2.2 Availability. Availability is calculated at the end of each month in accordance with the following formula:

Where:

“A”: means the Availability of the Service (expressed as a percentage).

“D”: means Downtime in the respective month - expressed in minutes.

“T”: means the total number of Service Minutes in the respective month.

B.8.3.2.3 Calculation of Downtime. Downtime is calculated from the time of notification of a fault by either you or us, and ends when the Service is restored to full working order as determined and certified by us. However, Downtime is to be disregarded to the extent it is attributable to your failing to keep equipment in standard office environment levels of humidity and temperature, or to any other abuse, misuse or modification of equipment or software by you.

B.8.3.3 Compensation calculations

B.8.3.3.1 If Availability falls below the guaranteed levels in any particular month then we shall credit you by reference to the following table:

MONTHLY NETWORK AVAILABILITY

(EXPRESSED AS A PERCENTAGE)

99.00 - 99.89

97.00 - 98.99

95.00 - 96.99

90.00 - 94.99

Under 89.99

REIMBURSEMENT OF THE MONTHLY SERVICE FEE

(EXPRESSED AS A PERCENTAGE)

5%

10%

15%

20%

25%


B.8.3.4 Fault monitoring and resolution

B.8.3.4.1 FirstServ Ltd is responsible for recording Availability, Planned and unplanned Outages and fault resolution time scales.

B.8.3.4.2 FirstServ Ltd shall be notified of faults using only the following methods:

1. By emailing auto-support@firstserv.com, including the contact name, contact number and a description of the problem, or,

2. Calling FirstServ Ltd Support on +44 (0)20 7871 5515

At the time of notification of a fault, we will assign a priority to the fault in accordance with the priority classifications set out below, by agreement with you.

B.8.3.5 Fault priority

B.8.3.5.1 Problems will be classified by us in accordance with the following table:

PRIORITY CLASSIFICATION

DESCRIPTION

Priority 1 Faults

System non-functional with high impact on operations.

Priority 2 Faults

System partially usable with medium impact on operations, or a Priority 1 Fault to which a temporary work around has been applied.

Priority 3 Faults

Minor problems with very low impact on operations.

Priority 4 Faults

Documentation errors.

B.8.3.6 Fault resolution process

B.8.3.6.1 We will initially attempt to qualify the suspected fault as an actual fault and will require you to perform checks and tests to further isolate the suspected fault at this time and at other times during the resolution process.

B.8.3.6.2 Where further checks are inconclusive or are liable to affect live operation, we shall attempt to replicate and test the suspected fault internally.

B.8.3.6.3 We shall make reasonable endeavours to fix or provide a work around to any problem that will not affect the functionality or performance or Availability of the Service in the following time scales:

PRIORITY

INITIAL TIME TO RESPOND

TIME TO RESOLUTION

Priority 1 Faults

15 minutes

4 hours

Priority 2 Faults

3 hours

24 hours

Priority 3 Faults

24 hours

3 days

Priority 4 Faults

48 hours

30 days

B.8.3.7 Remote Hands Assistance

B.8.3.7.1 Remote Hands Assistance, if relevant, includes assistance of the following kind:

1. Pushing a button, switching a toggle or setting a dip-switch.

2. Reboot/power cycle of equipment as required.

3. Securing cabling to connections.

4. Observing, describing or reporting on indicator lights or display information on machines or consoles.

5. Modifying basic cable layout.

6. Cable patching.

7. Checking alarms for faults.

8. Changing faulty plug in cards and hard drives.

9. Any configuration or installation work as long as the customer is able to provide either full verbal or written step by step instructions.

10. Perform basic customer-led fault finding on customer equipment.

Section C – Shared Web Hosting Terms and Conditions

The document entitled “Section A – General Terms and Conditions” shall govern the parties’ relationship under these Special Terms and Conditions: if there is a direct conflict between these Special Terms and Conditions and the General Terms and Conditions, these Special Terms and Conditions shall take precedence.

C.1 Definitions

C.1 In these Special Terms and Conditions Section C, the following terms shall have the meanings given to them below:

“Facility” means any hosting facility supplied by FirstServ Ltd pursuant to the Services at the premises specified in the Service Order.

“Hour(s)” means 60 minutes during FirstServ Ltd’s normal business hours (being 9.30am to 5.30pm, Monday to Friday, excluding weekends and UK bank or public holidays).

“Server” means any computer server equipment operated by FirstServ Ltd in connection with the provision of the Services.

Other defined terms in these Special Terms and Conditions Section C shall have the meanings given to them in the General Terms and Conditions.

C.2 Duration

C.2 This Agreement shall commence on the Commencement Date and remain in force for the agreed minimum term as set out in the Service Order (or if no such period is specified, for 12 months) and shall continue for successive periods equivalent to the minimum term until terminated by either party giving not less than thirty (30) days’ written notice to the other such notice expiring at the end of any such period.

C.3 Provision of Services

C.3.1 FirstServ Ltd agrees, in consideration of payment of the Service Charges and conditional upon The Customer’s compliance with this Agreement to host The Customer’s Website on a shared server during the continuance of this Agreement

C.3.2 The precise scope of the Services (in particular, as to space quotas) shall be as specified in the Service Order or the Sales Quotation.

C.3.3 FirstServ Ltd shall provide telephone support relating to the Server or other equipment of FirstServ Ltd. Telephone support does not include support in relation to the operation of The Customer’s own website and related software or programming support.

C.3.4 FirstServ Ltd shall be notified of faults using only the following methods:

1. By emailing auto-support@firstserv.com, including the contact name, contact number and a description of the problem, or,

2. Calling FirstServ Ltd Support on +44 (0)20 7871 5515

At the time of notification of a fault, we will assign a priority to the fault in accordance with the priority classifications set out below, by agreement with you.

C.4 Exclusions

C.4.1 FirstServ Ltd does not and cannot control the performance of any data, products, or service(s) controlled by third parties. At times action or inaction by third parties can impair or disrupt Service(s). FirstServ Ltd makes no representations and expressly disclaims all warranties regarding any data, products, or service(s) controlled by any third party, including the providers of telecommunications or network products or services. Such data, products, and services are not promised to be free of error or interruption, and FirstServ Ltd expressly disclaims all liabilities arising from any such error, interruption, or other failure.

C.4.2 Routine maintenance and periodic system repairs, upgrades, and reconfigurations of the Server and/or the Facility (together, “Maintenance”) may result in temporary impairment or interruption in Services. As a result, FirstServ Ltd does not warrant or guarantee continuous or uninterrupted Services and reserves the right from time to time to temporarily reduce or suspend Services, in which circumstances it will give The Customer as much notice as reasonably practicable. FirstServ Ltd shall use all reasonable endeavours to keep any downtime or disruption to access to a minimum.

C.4.4 FirstServ Ltd does not validate Material supplied by The Customer and the provision of any Services by FirstServ Ltd shall not constitute a waiver of any of its rights under the Agreement or at law.

C.5 Customer Responsibilities

C.5.1 The Customer shall post to the Server only Material which is compatible with the Server and otherwise “server-ready” and which requires no manipulation by FirstServ Ltd.

C.5.2 The Customer acknowledges that effective use of the Services requires knowledge on its part of hyper text language, file transfer protocols and other protocols, language and software which are not part of the Services and The Customer warrants and undertakes that it has, or will procure, expertise equivalent to that of a qualified and experienced web development service provider.

C.5.3 The Customer warrants that all Material contained in or linked to any website owned or controlled by it and hosted by FirstServ Ltd pursuant to the Services and its use of the Services:

C.5.3.1 is free from Inappropriate Material, whether such Material has been supplied by The Customer or a third party;

C.5.3.2 does not infringe the Intellectual Property Rights of any third party in any jurisdiction where such Material may be accessed via its website; and

C.5.3.3 is free from viruses, worms, Trojan horses and other harmful code.

C.5.4 The Customer shall supply to FirstServ Ltd on demand all information required by FirstServ Ltd in order to provide the Services including without limitation:

C.5.4.1 The Customer‘s full name, email address, telephone number and mailing address;

C.5.4.2 the full name and full contact details of The Customer’s representative appointed pursuant to clause A.12; and

C.5.4.3 any information required from time to time to keep the information required by this clause fully up to date and complete at all times.

C.5.5 The Customer warrants that the information provided by it pursuant to clause C.5.4 is complete and accurate. The Customer acknowledges that the provision of any Services requiring notification to The Customer (such as monitoring services) is conditional upon FirstServ Ltd being in possession of an up to date email address and mobile telephone number for The Customer or its appointed representative.

C.5.6 The Customer shall indemnify FirstServ Ltd against any claims, liabilities, losses, expenses (including legal fees) and costs which FirstServ Ltd incurs in connection with any breach by The Customer of its obligations in this clause C.5.

C.5.7 Without limiting any other remedies available to it, FirstServ Ltd may at its sole discretion terminate or suspend the Service and The Customer’s access to or use of any username, password or email address supplied by FirstServ Ltd, without notice or liability if it considers that The Customer is in breach of the Acceptable Use Policy or any other provision of this Agreement.

C.7 Price and Payment

C.7 The Service Charges shall be as specified in the applicable Service Order or Sales Quotation and shall be paid in accordance with clause A.4.

C.8 Excess data transfers

C.8.1 The Customer shall observe any limitations on data transfer notified to it or published on the FirstServ Ltd Website from time to time and, if it exceeds such limits at any time, The Customer shall pay for such excess data transfer at FirstServ Ltd’s then current rates.

C.8.2 FirstServ Ltd shall have no liability for failure to achieve any agreed service levels or to provide the Services which is caused by a breach by The Customer of this clause.

Section D – Colocation Services Terms and Conditions

The document entitled “Section A – General Terms and Conditions” shall govern the parties’ relationship under these Special Terms and Conditions: if there is a direct conflict between these Special Terms and Conditions and the General Terms and Conditions, these Special Terms and Conditions shall take precedence.

D.1 Definitions

D.1 In these Special Terms and Conditions Section D, the following terms shall have the meanings given to them below:

“Availability” means the availability of our network demonstrated by means of either a ping or traceroute program.

“Business Hours” means 09.30 a.m. to 5.30 p.m. on a day other than a Saturday, Sunday, bank or other public holiday in England and Wales.

“Customer Server” means the computer server equipment operated by the Customer at the Facility and any other equipment permitted by FirstServ Ltd to be kept by The Customer at the Facility, as listed in the Service Order.

“Downtime” means in respect of any month the total time during which the Service is not Available (other than as a result of planned Outages).

“Facility” means any hosting facility supplied by FirstServ Ltd pursuant to the Services at the premises specified in the Service Order.

“Hour(s)” means 60 minutes during FirstServ Ltd’s normal business hours (being 9.30am to 5.30pm, Monday to Friday, excluding weekends and UK bank or public holidays).

“Outage” means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service.

“Planned Outage” means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service caused by work for the purpose of maintenance or support.

“Remote Hands Assistance” means assistance with the operation and maintenance of The Customer Server from a qualified technician of FirstServ Ltd on a remote basis, as more particularly described in the Service Order.

“Server” means any computer server equipment operated by FirstServ Ltd in connection with the provision of the Services.

“Service Minutes” means minutes of connectivity to FirstServ Ltd.

Other defined terms in these Special Terms and Conditions Section D shall have the meanings given to them in the General Terms and Conditions.

D.2 FirstServ Ltd’s Warranty

D.2This Agreement shall commence on the Commencement Date and remain in force for the agreed minimum term as set out in the Service Order (or if no such period is specified, for 12 months) and shall continue for successive periods equivalent to the minimum term until terminated by either party giving not less than 30 days’ notice to the other such notice expiring at the end of any such period.

D.3 Provision of Services

D.3.1 FirstServ Ltd agrees, in consideration of payment of the Service Charges and conditional upon The Customer’s compliance with this Agreement to provide in relation to the Customer Server at the Facility any or all of the following as and to the extent specified in the Service Order:

(a) rack space exclusive to The Customer;

(b) a connection to the Internet or network specified by the customer;

(d) electricity and sockets as specified in the Service Order;

(e) air-conditioning;

(f) a quarter of an Hour per day of Remote Hands Assistance if specified in the Service Order;

(g) telephone support pursuant to clause D.3.3; and

(h) any other facilities (but no others) specified expressly in the Service Order.

D.3.2 The precise scope of the Services (in particular, as to space quotas) shall be as specified in the Service Order or the Sales Quotation.

D.3.3 FirstServ Ltd shall provide telephone support relating to the Server or other equipment of FirstServ Ltd as detailed in the Service Order. Telephone support does not include support in relation to the operation of The Customer’s own website and related software or programming support unless defined separately.

D.4 Exclusions

D.4.1 FirstServ Ltd does not and cannot control the performance of any data, products, or service(s) controlled by third parties. At times action or inaction by third parties can impair or disrupt Service(s). FirstServ Ltd makes no representations and expressly disclaims all warranties regarding any data, products, or service(s) controlled by any third party, including the providers of telecommunications or network products or services. Such data, products, and services are not promised to be free of error or interruption, and FirstServ Ltd expressly disclaims all liabilities arising from any such error, interruption, or other failure.

D.4.2 Routine maintenance and periodic system repairs, upgrades, and reconfigurations of the Facility (together, “Maintenance”) may result in temporary impairment or interruption in Services. As a result, FirstServ Ltd does not warrant or guarantee continuous or uninterrupted Services and reserves the right from time to time to temporarily reduce or suspend Services, in which circumstances it will give The Customer as much notice as reasonably practicable. FirstServ Ltd shall use all reasonable endeavours to keep any downtime or disruption to access to a minimum.

D.4.3 FirstServ Ltd shall have no responsibility for problems arising from The Customer’s hardware, software or networks. If FirstServ Ltd agrees to perform any repairs to hardware located at the Facility, such repairs shall be Additional Services and charged accordingly.

D.4.4 FirstServ Ltd does not validate Material supplied by The Customer and the provision of any Services by FirstServ Ltd shall not constitute a waiver of any of its rights under the Agreement or at law.

D.5 Customer Responsibilities

D.5.1 The Customer shall post to the Server only Material which is compatible with the Server and otherwise “server-ready” and which requires no manipulation by FirstServ Ltd.

D.5.2 The Customer acknowledges that effective use of the Services requires knowledge on its part of hyper text language, file transfer protocols and other protocols, language and software which are not part of the Services and The Customer warrants and undertakes that it has, or will procure, expertise equivalent to that of a qualified and experienced web development service provider.

D.5.3 The Customer warrants that all Material contained in or linked to any website owned or controlled by it and hosted by FirstServ Ltd pursuant to the Services and its use of the Services:

D.5.3.1 is free from Inappropriate Material, whether such Material has been supplied by The Customer or a third party;

D.5.3.2 does not infringe the Intellectual Property Rights of any third party in any jurisdiction where such Material may be accessed via its website; and

D.5.3.3 is free from viruses, worms, Trojan horses and other harmful code.

D.5.4 The Customer shall supply to FirstServ Ltd on demand all information required by FirstServ Ltd in order to provide the Services including without limitation:

D.5.4.1 The Customer‘s full name, email address, telephone number and mailing address;

D.5.4.2 The full name and full contact details (including mobile telephone number) of The Customer’s representative appointed pursuant to clause A.12;

D.5.4.3 any information required from time to time to keep the information required by this clause fully up to date and complete at all times.

D.5.5 The Customer warrants that the information provided by it pursuant to clause D.5.4 is complete and accurate. The Customer acknowledges that the provision of any Services requiring notification to The Customer (such as monitoring services) is conditional upon FirstServ Ltd being in possession of an up to date email address and mobile telephone number for The Customer or its appointed representative.

D.5.6 The Customer shall indemnify FirstServ Ltd against any claims, liabilities, losses, expenses (including legal fees) and costs which FirstServ Ltd incurs in connection with any breach by The Customer of its obligations in this clause D.5.

D.5.7 Without limiting any other remedies available to it, FirstServ Ltd may at its sole discretion terminate or suspend the Service and The Customer’s access to or use of any username, password or email address supplied by FirstServ Ltd, without notice or liability if it considers that The Customer is in breach of the Acceptable Use Policy or any other provision of this Agreement.

D.6 Colocation Services

D.6.1 The Customer acknowledges that the Customer Server is at The Customer’s risk whilst at the Facility and accordingly The Customer shall insure the Customer Server against all relevant risks whilst at the Facility. The Customer’s attention is drawn to clause A.9 of the General Terms and Conditions.

D.6.2 The Customer shall:

D.6.2.1 allow only those personnel whose names are listed in the Service Order or who have otherwise been notified to FirstServ Ltd (in accordance with this Agreement) to access the Facility;

D.6.2.2 access only those parts of the Facility which have been made available to it by FirstServ Ltd and through or to which The Customer has been directed by FirstServ Ltd for the purposes of the Services;

D.6.2.3 comply at all times, and procure that any person who obtains access to the Facility pursuant to The Customer’s receipt of the Services complies at all times, with all security and safety policies and instructions of FirstServ Ltd;

D.6.2.4 not abuse, damage or interfere with any equipment or other property of any third party or of FirstServ Ltd at the Facility nor otherwise engage in any anti-social or illegal behaviour at the Facility;

D.6.2.5 keep The Customer’s area of the Facility clean and in good order at all times;

D.6.2.6 not store in the Customer’s area of the Facility any equipment, materials or other property which are not listed in the Service Order or which FirstServ Ltd has not consented in writing to be stored at the Facility;

D.6.2.7 if required by FirstServ Ltd, label the Customer Server with such identification codes as FirstServ Ltd specifies;

D.6.2.8 install, configure and use the Customer Server at all times strictly in accordance with the manufacturer’s specifications; and

D.6.2.9 give FirstServ Ltd not less than 48 Hours’ notice of any intended connection or disconnection of the Customer Server.

D.6.3 FirstServ Ltd reserves the right to disconnect the Customer Server from the Internet without notice if the Customer Server is causing disruption to the networks of FirstServ Ltd or of any third party.

D.7 Price and Payment

D.7 The Service Charges shall be as specified in the applicable Service Order or Sales Quotation and shall be paid in accordance with clause A.4 and the Service Order.

D.8 Excess data transfers

D.8.1 The Customer shall observe any limitations on data transfer according to the Service Order and, if it exceeds such limits at any time, The Customer shall pay for such excess data transfer at FirstServ Ltd’s then current rates.

D.8.2 FirstServ Ltd shall have no liability for failure to achieve any service levels or to provide the Services which is caused by a breach by The Customer of this clause.

D.9 Service Levels

D.9.1 FirstServ Ltd undertakes to use all reasonable endeavours to ensure that, subject to the terms of the Agreement, the web hosting Services will be available for not less than the percentage of time per calendar month specified in D9.3.

D.9.2 If in any calendar month the availability specified in clause D.9.1 is not achieved, The Customer, as its sole remedy in respect of such non-availability, shall be entitled to service credits calculated in accordance with the Service Order which may be set off against the price of future Services.

D.9.3.2.1 Planned outages. All work for the purpose of maintenance or support as part of Planned Outages will take place outside Business Hours. Planned Outages will be notified to you wherever possible on five (5) days prior notice unless otherwise agreed or in case of emergency. We shall wherever possible ensure that there are no more than two (2) Planned Outages each calendar month.

D.9.3.2.2 Availability. Availability is calculated at the end of each month in accordance with the following formula:

Where:

“A”: means the Availability of the Service (expressed as a percentage).

“D”: means Downtime in the respective month - expressed in minutes.

“T”: means the total number of Service Minutes in the respective month.

D.9.3.2.3 Calculation of Downtime. Downtime is calculated from the time of notification of a fault by either you or us, and ends when the Service is restored to full working order as determined and certified by us. However, Downtime is to be disregarded to the extent it is attributable to your failing to keep equipment in standard office environment levels of humidity and temperature, or to any other abuse, misuse or modification of equipment or software by you.

D.9.3.3 Compensation calculations

D.9.3.3.1 If Availability falls below the guaranteed levels in any particular month then we shall credit you by reference to the following table:

MONTHLY NETWORK AVAILABILITY

REIMBURSEMENT OF THE MONTHLY SERVICE FEE

(EXPRESSED AS A PERCENTAGE)

(EXPRESSED AS A PERCENTAGE)

99.00 - 99.89 5%
97.00 - 98.99 10%
95.00 - 96.99 15%
90.00 - 94.99 20%
Under 89.99 25%

D.9.3.4 Fault monitoring and resolution

D.9.3.4.1 FirstServ Ltd is responsible for recording Availability, Planned and unplanned Outages and fault resolution time scales.

D.9.3.4.2 FirstServ Ltd shall be notified of faults using only the following methods:

1. By emailing auto-support@firstserv.com, including the contact name, contact number and a description of the problem, or,

2. Calling FirstServ Ltd Support on +44 (0)20 7871 5515

At the time of notification of a fault, we will assign a priority to the fault in accordance with the priority classifications set out below, by agreement with you.

D.9.3.5 Fault priority

D.9.3.5.1 Problems will be classified by us in accordance with the following table:

PRIORITY CLASSIFICATION DESCRIPTION
Priority 1 Faults System non-functional with high impact on operations.
Priority 2 Faults System partially usable with medium impact on operations, or a Priority 1 Fault to which a temporary work around has been applied.
Priority 3 Faults Minor problems with very low impact on operations.
Priority 4 Faults Documentation errors.

D.9.3.6 Fault resolution process

D.9.3.6.1 We will initially attempt to qualify the suspected fault as an actual fault and will require you to perform checks and tests to further isolate the suspected fault at this time and at other times during the resolution process.

D.9.3.6.2 Where further checks are inconclusive or are liable to affect live operation, we shall attempt to replicate and test the suspected fault internally.

D.9.3.6.3 We shall make best endeavours to fix or provide a work around to any problem that will not affect the functionality or performance or Availability of the Service in the following time scales:

PRIORITY INITIAL TIME TO RESPOND TIME TO RESOLUTION
Priority 1 Faults 15 minutes 4 hours
Priority 2 Faults 180 minutes 24 hours
Priority 3 Faults 24 hours 3 days
Priority 4 Faults 48 hours 30 days

D.9.3.7 Facility access

24 hour access to the hosting facility is provided. Prior notification must be made either by email to support@firstserv.com during normal working hours or to the 24 hour Network Operations Centre pager number as supplied in 4.2 above. Access rights will be provided within 3 hours of a request being made. Customers holding PAC tags do not need to notify the support centre prior to access.

D.9.3.8 Remote Hands Assistance

D.9.3.8.1 Remote Hands Assistance, if relevant, includes assistance of the following kind:

1. Pushing a button, switching a toggle or setting a dip-switch.

2. Reboot/power cycle of equipment as required.

3. Securing cabling to connections.

4. Observing, describing or reporting on indicator lights or display information on machines or consoles.

5. Modifying basic cable layout.

6. Cable patching.

7. Checking alarms for faults.

8. Changing faulty plug in cards and hard drives.

9. Any configuration or installation work as long as the customer is able to provide either full verbal or written step by step instructions.

10. Perform basic customer-led fault finding on customer equipment.

Section E - Domain Name Registration Services Terms and Conditions

The document entitled “Section A – General Terms and Conditions” shall govern the parties’ relationship under these Special Terms and Conditions: if there is a direct conflict between these Special Terms and Conditions and the General Terms and Conditions, these Special Terms and Conditions shall take precedence.

E.1 Definitions

In these Special Terms and Conditions Section E, the following terms shall have the meanings given to them below:

“Domain Name Registration Services” means the Services described in clause E.3.

“Name” means any name specifically requested by or allocated to The Customer by FirstServ Ltd for the provision of the Services including without limitation any domain name or electronic mailbox name.

“Registrar” means the registry administrator or registrar used by FirstServ Ltd for domain name registration.

Other defined terms in these Special Terms and Conditions Section E shall have the meanings given to them in the General Terms and Conditions.

E.2 Duration and Renewals

E.2.1 This Agreement shall commence on the Commencement Date and remain in force until the earlier of (i) transfer by The Customer of the registration of the Name to a registrar other than the Registrar, and (ii) earlier termination in accordance with this Agreement.

E.2.2 FirstServ Ltd shall use its reasonable endeavours to send renewal reminders in writing in advance of any date for renewal of registration of a Name but FirstServ Ltd shall have no responsibility to renew or liability for failure to renew the registration of any Name unless it has received notice from The Customer so to do together with payment of all outstanding Service Charges before the renewal date.

E.3 Duration and Renewals

E.3 Domain Name Registration

E.3.1 FirstServ Ltd agrees, in consideration of payment of the Service Charges and conditional upon The Customer’s compliance with this Agreement, to apply on The Customer’s behalf to the agreed Registrar for registration by such Registrar of the Name and to maintain such registration on The Customer’s behalf until the next following renewal date. FirstServ Ltd shall use reasonable endeavours to notify The Customer of renewal dates, but shall not renew the registration of any Name without The Customer’s written instructions to do so and payment of any applicable Service Charges.

E.3.2 FirstServ Ltd does not guarantee the registration of any Name the subject of an application to a Registrar and The Customer acknowledges that no registration fees or Service Charges are refundable in the event of rejection by any Registrar of an application for registration of any Name.

E.3.3 Registration of a Name is at all times subject to any rules and terms and conditions of the applicable Registrar, with which The Customer shall comply at all times. FirstServ Ltd shall have no liability for any suspension or cancellation of a Name registration which is caused by The Customer’s breach of this clause or which is effected by the applicable Registrar for any reason whatsoever, or for any challenge to a Name registration by any person.

E.3.4 The Customer is advised not to take any action dependent upon registration of the Name with any particular Registrar until actual registration has been confirmed by FirstServ Ltd and FirstServ Ltd shall have no liability to The Customer for any action so taken.

E.4 Exclusions

E.4.1 FirstServ Ltd does not and cannot control the performance of any data, products, or service(s) controlled by third parties. At times action or inaction by third parties can impair or disrupt Service(s). FirstServ Ltd makes no representations and expressly disclaims all warranties regarding any data, products, or service(s) controlled by any third party. Such data, products, and services are not promised to be free of error or interruption, and FirstServ Ltd expressly disclaims all liabilities arising from any such error, interruption, or other failure.

E.4.2 FirstServ Ltd shall have no liability to The Customer for any infringement of Intellectual Property Rights or other damage, liability, loss, cost or expense whatsoever and howsoever arising in relation to FirstServ Ltd’s registration of the Name in accordance with the Agreement.

E.5 Customer Responsibilities

E.5.1 The Customer shall supply to FirstServ Ltd on demand all information required by FirstServ Ltd in order to provide the Domain Name Registration Services including without limitation:

E.5.1.1 The Customer‘s preferred Name and the name of the person to be registered as the owner of the Name;

E.5.1.2 The Customer’s (or relevant domain name holder’s, if different) full name, email address, telephone number and mailing address;

E.5.1.3 The name and full contact details (including email address) of The Customer’s representative appointed pursuant to clause A.12;

E.5.1.4 any information required from time to time to keep the information required by this clause fully up to date and complete at all times.

E.5.2 The Customer warrants that the information provided by it pursuant to clause E.5.1 is complete and accurate. The Customer acknowledges that the provision of the Services is conditional upon FirstServ Ltd being in possession of an up to date email address and mobile telephone number for The Customer or its appointed representative.

E.5.3 The Customer warrants that the Name and all use thereof :

E.5.3.1 is free from Inappropriate Material, whether such Material has been supplied, or such use has been effected, by The Customer or a third party; and

E.5.3.2 does not infringe the Intellectual Property Rights of any third party in any jurisdiction where such Material may be accessed via its website or by use of the Name.

E.5.4 The Customer shall indemnify FirstServ Ltd against any claims, liabilities, losses, expenses (including legal fees) and costs which FirstServ Ltd incurs in connection with any breach by The Customer of its obligations in this clause E.5 or arising out of or relating to the registration of the Name, or its renewal or pre-registration, or to The Customer’s use of the domain name.

E.5.5 The Customer shall notify FirstServ Ltd in good time before any renewal date if it wishes FirstServ Ltd to renew its registration with any Registrar of a Name.

E.6 Price and Payment

E.6.1 The Domain Name Registration Service Charges shall be as specified in the applicable Service Order or Sales Quotation.

E.6.2 Service Charges for Domain Name Registration shall be paid by The Customer in advance and are non-refundable, whether in the event of cancellation, refusal or transfer of registration at any time or otherwise.

E.7 Variations

E.7FirstServ Ltd reserves the right to update these Special Terms and Conditions by notice to The Customer from time to time.

E.8 Domain Name Disputes

E.8.1 FirstServ Ltd shall have no liability to The Customer in respect of any dispute between The Customer and any third party regarding any Name or registration of any Name. FirstServ Ltd may, if it becomes aware of any such dispute, take such action as it considers reasonable to protect its legitimate interests, including without limitation, suspending the Services and making representations to any Registrar.

E.8.2 The Customer shall indemnify FirstServ Ltd against any liability, loss, claim or expense (including legal fees) incurred by FirstServ Ltd in relation to any dispute between The Customer and a third party in relation to any Name.

E.8.3 The Customer acknowledges that no part of the Services confers immunity from objection to the pre-registration, registration or use of the Name.

E.9 Use and Ownership of Data

E.9.1 FirstServ Ltd may provide any information regarding the Domain Name Registration Services which is required by an industry body (such as ICANN) or regulatory authority or to any other person as required by law or industry regulation. The Customer hereby irrevocably consents to the use for such purposes (and for FirstServ Ltd’s internal business purposes) of all data provided by The Customer.

E.9.2 All Intellectual Property Rights in data generated by FirstServ Ltd in the course of the Domain Name Registration Services (other than the Name) shall be and remain the absolute property of FirstServ Ltd.

E.10 Transfer of Domain Name

E.10.1 FirstServ Ltd shall, at the request of The Customer and subject to receipt of payment of all Service Charges, apply on The Customer’s behalf for a transfer of the registration of the Name to a third party.

E.10.2 The Customer shall notify FirstServ Ltd of any transfer or application to transfer the registration of the Name to a registrar other than the Registrar

E.11 Use of Data

The Customer acknowledges that details of any registration effected pursuant to the Services, including without limitation identity and contact details of the owner of the Name, are or may be published by the Registrar on a public database and The Customer hereby irrevocably consents to FirstServ Ltd’s communication of such information to the extent required for the purpose of providing the Services.

E.12 Compliance with Registration Agreement

The Customer shall comply at all times with the obligations, if any, of the registered owner of the Name pursuant to any agreement for, or terms and conditions of, registration of the Name by or with the relevant Registrar, as the same may be updated or amended from time to time by the Registrar. This Agreement is subject to the terms and conditions of the Registrar and FirstServ Ltd may vary this Agreement from time to time to the extent necessary to comply with any such registration agreement.

Section F - Web Programming Services

The document entitled “Section A – General Terms and Conditions” shall govern the parties’ relationship under these Special Terms and Conditions: if there is a direct conflict between these Special Terms and Conditions and the General Terms and Conditions, these Special Terms and Conditions shall take precedence.

F.1 Definitions

In these Special Terms and Conditions Section F, the following terms shall have the meanings given to them below:

“Acceptance Tests” means FirstServ Ltd’s acceptance test as set out in the Project Specification.

"Bespoke Deliverables" means any software programme(s), manuals, content and other documentation or materials, created by FirstServ Ltd exclusively for The Customer in the course of performance of the Services.”

“Bug” relates to a coding error in the application and does not relate to a usability issue.

“Deliverables” means the finished product produced pursuant to the performance of the Services, as described in the Project Specification.

“Development Server” means a server within the FirstServ Ltd domain situated within the FirstServ Ltd hosting facility which responds to a defined address for The Customer. This server will be used for Acceptance testing for all aspects of the Website Project except communications performance where this is required.

“Fee” means the fee for the Services.

“FirstServ Ltd Background” means all software applications and codes and other materials used in the performance of the Services, (including without limitation any back end technology of whatever type, software engines and development tools) and any other intellectual property not created specifically for The Customer in the course of provision of the Services.

“Project Specification” means a document which defines an appropriate level of detail for the Website Project to be implemented. The Project Specification will be produced in written and graphical form.

“Proposal” means FirstServ Ltd’s initial proposal for the Services, which is subject to variation by the Project Specification”.

“Third Party Materials” means any software programmes, applications, manuals, content and other documentation or materials used by FirstServ Ltd in the course of provision of the Services but created by a third party.

“Services” means the services to be performed by FirstServ Ltd as described in these Special Terms and Conditions Section F.

“Website” means The Customer’s website in relation to which the Services will be performed, having the URL specified in the Project Specification.

“Website Project” means all or a defined part of the Website defined within a named FirstServ Ltd proposal.

Other defined terms in these Special Terms and Conditions Section F shall have the meanings given to them in the General Terms and Conditions.

F.2 Scope of Services

F.2.1 In consideration for the payment by The Customer of the Fee, FirstServ Ltd shall:

F.2.1.1 assign a project manager who will discuss The Customer’s requirements as outlined in the Proposal and develop a Project Specification which will include the Acceptance Tests. The Project Specification will be sent to The Customer for approval, (which approval shall not be unreasonably delayed or withheld). For the avoidance of doubt work on the Website Project will cease until a signed copy of the Project Specification is returned to FirstServ Ltd.

F.2.1.2 where appropriate establish a development environment for the Website Project on a Development Server and check that The Customer can access the Server.

F.2.1.3 where appropriate develop demonstration version(s) of the Website Project on the Development Server as outlined in the Proposal for approval by The Customer (which approval shall not be unreasonably delayed or withheld).

F.2.1.4 make such reasonable revisions to the demonstration version of the Website Project and the Project Specification as shall be requested by The Customer and agreed by FirstServ Ltd to produce a final Project Specification. Should The Customer request revisions of the Website Project or Project Specification then FirstServ Ltd reserve the right to revise the Fee and delivery dates of these Special Terms and Conditions Section F and these revisions will be subject to authorisation by The Customer.

F.2.1.5 develop the Website Project according to the final Project Specification such that it will pass the Acceptance Tests.

F.2.1.6 test the Website in accordance with the Acceptance Tests. For the avoidance of doubt, the Acceptance Tests test systems such as, but not limited to, navigation and administration. If static content has not been supplied by The Customer, sample content will be used and the Website Project can still meet the Acceptance Tests.

F.2.1.7 notify The Customer when the Website Project passes the Acceptance Tests and is ready for release approval by The Customer.

F.2.2 On receipt of The Customer’s written approval, (which approval shall not be unreasonably delayed or withheld and shall be deemed to have been given 14 days after the Website Project passes the Acceptance Tests), FirstServ Ltd shall make such reasonable revisions to the development version of the Website as are required for launch.

F.2.3 On receipt of The Customer’s written approval, (which approval shall not be unreasonably delayed or withheld), FirstServ Ltd will notify The Customer that the Website is ready to be transferred to the live host server(s) and will transfer the Website to the live server(s).

F.3 Retention And Transfer Of Rights

F.3.1 All Intellectual Property Rights in any materials supplied by The Customer shall remain the absolute property of The Customer which hereby grants FirstServ Ltd a non-exclusive and royalty-free licence to use the same for the purposes of this Agreement.

F.3.2 To the extent that the Deliverables contain Bespoke Deliverables, FirstServ Ltd shall, upon payment by The Customer of the Fee in full and cleared funds, assign to The Customer all Intellectual Property Rights held by FirstServ Ltd in such Bespoke Deliverables, by executing an assignment in a form acceptable to FirstServ Ltd.

F.3.3 To the extent that the Deliverables contain Third Party Materials, The Customer shall comply with the terms of any licence accompanying any such Third Party Materials and shall, subject thereto and to payment of the Fee, have the benefit of a non-exclusive licence to use the Third Party Materials for the purposes of operating and developing the Website.

F.3.4 To the extent that the Deliverables contain FirstServ Ltd Background, FirstServ Ltd hereby grants The Customer, subject to payment in full and cleared funds of the Fee, a non-exclusive, royalty-free licence and perpetual licence to use such FirstServ Ltd Background for the purposes of operating and developing the Website.

F.4 Delivery Dates

F.4.1 The dates provided within the Project Specification assume that all reasonable requests by FirstServ Ltd to The Customer for, but not limited to, content, clarification or approval are handled within 2 working days.

F.4.2 Should The Customer be unable to meet requests in accordance with clause F4.1, FirstServ Ltd reserves the right to change the delivery dates and Fees.

F.4.3 FirstServ Ltd shall use all reasonable endeavours to meet the delivery dates provided in the Project Specification.

F.5 Management/ Support And Maintenance Services

F.5.1 In consideration of the payment of the Fee, FirstServ Ltd shall manage The Customer’s Website (on a basis as defined in this Service Order) (the “Management Services”) during the term of this Agreement.

F.5.2 Where The Customer’s Website is being transferred from a third party, FirstServ Ltd will charge the adoption fee stated. For this fee, FirstServ Ltd will amend The Customer’s Website such that it can be managed within FirstServ Ltd’s quality procedures. This will include the insertion of source code control information such as version numbers. A copyright statement will also be inserted into every file. By default this will list FirstServ Ltd as controlling copyright (on The Customer’s behalf). The Customer must provide alternative copyright information in writing prior to the adoption process should they require other information to be shown.

F.5.3 The Support and Maintenance services shall comprise routine and emergency maintenance and support including Bug fixes relating to the operation of the Website on the FirstServ Ltd server for the Man hours per calendar month, with the agreed response time as shown in the Project Specification. Additional time shall be chargeable at FirstServ Ltd’s then applicable rates and payable monthly in arrears. The Support and Maintenance Services shall only comprise remedial and corrective services and static content additions of updates; enhancements and development services shall be dealt with under a separate contract.

F.5.4 FirstServ Ltd reserves the right to alter or vary the Management Services, including for the avoidance of doubt, as a consequence of changes in or variations made by its Third Party Suppliers, provided always that any such alteration or variation shall not materially affect the Management Services that were prior to the alteration or variation provided to The Customer and provided always that it shall, where practicable, provide the Customer with not less than one month’s prior written notice of its intention to vary the same.

F.6 Duration

This Agreement shall commence on the Commencement Date and remain in force for the agreed minimum term as set out in the Service Order (or if no such period is specified, for 12 months) and shall continue for successive periods equivalent to the minimum term until terminated by either party giving not less than thirty (30) days’ written notice to the other such notice expiring at the end of any such period.

F.7 Price and Payment

The Service Charges shall be as specified in the Service Order or Sales Quotation and shall be paid in accordance with clause A.4.

Section G - Virtual VMware Services

The document entitled “Section A – General Terms and Conditions” shall govern the parties’ relationship under these Special Terms and Conditions: if there is a direct conflict between these Special Terms and Conditions and the General Terms and Conditions, these Special Terms and Conditions shall take precedence

G.1 Definitions

In these Special Terms and Conditions Section G, the following terms shall have the meanings given to them below:

“Availability” means the availability of our network demonstrated by means of either a ping or traceroute program.

“Business Hours” means 09.30 a.m. to 5.30 p.m. on a day other than a Saturday, Sunday, bank or other public holiday in England and Wales.

“Downtime” means in respect of any month the total time during which the Service is not Available (other than as a result of Planned Outages).

“Facility” means any hosting facility supplied by FirstServ Ltd pursuant to the Services at the premises specified in the Service Order.

“Hour(s)” means 60 minutes during FirstServ Ltd’s normal business hours (being 9.30am to 5.30pm, Monday to Friday, excluding weekends and UK bank or public holidays).

“Outage” means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service.

"Planned Outage" means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service caused by work for the purpose of maintenance or support.

“Server” means any computer server equipment operated by FirstServ Ltd in connection with the provision of the Services.

“Service Minutes” means minutes of connectivity to FirstServ Ltd.

Other defined terms in these Special Terms and Conditions Section G. shall have the meanings given to them in the General Terms and Conditions.

G.2 Duration

This Agreement shall commence on the Commencement Date and remain in force for the agreed minimum term as set out in the Service Order (or if no such period is specified, for 1 month) and shall continue for successive periods equivalent to the minimum term until terminated by either party giving not less than thirty (30) days’ written notice to the other such notice expiring at the end of any such period.

G.3 Provision of Services

G.3.1 FirstServ Ltd agrees, in consideration of payment of the Service Charges and conditional upon The Customer’s compliance with this Agreement to make a virtual server available to The Customer.

G.3.2 The precise scope of the Services (in particular, as to space quotas) shall be as specified in the Service Order or the Sales Quotation.

G.3.3 FirstServ Ltd shall provide telephone and email support relating to the Server or other equipment of FirstServ Ltd as detailed in the Service Order. Telephone and email support does not include support in relation to the operation of The Customer’s own website and related software or programming support.

G.4 Exclusions

G.4.1 FirstServ Ltd does not and cannot control the performance of any data, products, or service(s) controlled by third parties. At times action or inaction by third parties can impair or disrupt Service(s). FirstServ Ltd makes no representations and expressly disclaims all warranties regarding any data, products, or service(s) controlled by any third party, including the providers of telecommunications or network products or services. Such data, products, and services are not promised to be free of error or interruption, and FirstServ Ltd expressly disclaims all liabilities arising from any such error, interruption, or other failure.

G.4.2 Routine maintenance and periodic system repairs, upgrades, and reconfiguration of the Server and/or the Facility (together, “Maintenance”) may result in temporary impairment or interruption in Services. As a result, FirstServ Ltd does not warrant or guarantee continuous or uninterrupted Services and reserves the right from time to time to temporarily reduce or suspend Services, in which circumstances it will give The Customer as much notice as reasonably practicable. FirstServ Ltd shall use all reasonable endeavours to keep any downtime or disruption to access to a minimum.

G.4.3 FirstServ Ltd does not validate Material (i.e. data) supplied by The Customer and the provision of any Services by FirstServ Ltd shall not constitute a waiver of any of its rights under the Agreement or at law.

G.5 Customer Responsibilities

G.5.1 The Customer shall post to the Server only Material which is compatible with the Server and otherwise “server-ready” and which requires no manipulation by FirstServ Ltd.

G.5.2 The Customer acknowledges that effective use of the Services requires knowledge on its part of hyper text language, file transfer protocols and other protocols, language and software which are not part of the Services and The Customer warrants and undertakes that it has, or will procure, expertise equivalent to that of a qualified and experienced web development service provider.

G.5.3 The Customer warrants that all Material contained in or linked to any website owned or controlled by it and hosted by FirstServ Ltd pursuant to the Services and its use of the Services:

G.5.3.1 is free from Inappropriate Material, whether such Material has been supplied by The Customer or a third party;

G.5.3.2 does not infringe the Intellectual Property Rights of any third party in any jurisdiction where such Material may be accessed via its website; and

G.5.3.3 is free from viruses, worms, Trojan horses and other harmful code.

G.5.4 The Customer shall supply to FirstServ Ltd on demand all information required by FirstServ Ltd in order to provide the Services including without limitation:

G.5.4.1 The Customer‘s full name, email address, telephone number and mailing address;

G.5.4.2 The full name and full contact details (including mobile telephone number) of The Customer’s representative appointed pursuant to clause A.12;

G.5.4.3 any information required from time to time to keep the information required by this clause fully up to date and complete at all times.

G.5.5 The Customer warrants that the information provided by it pursuant to clause G.5.4 is complete and accurate. The Customer acknowledges that the provision of any Services requiring notification to The Customer (such as monitoring services) is conditional upon FirstServ Ltd being in possession of an up to date email address and mobile telephone number for The Customer or its appointed representative.

G.5.6 The Customer shall indemnify FirstServ Ltd against any claims, liabilities, losses, expenses (including legal fees) and costs which FirstServ Ltd incurs in connection with any breach by The Customer of its obligations in this clause G.5.

G.5.7 Without limiting any other remedies available to it, FirstServ Ltd may at its sole discretion terminate or suspend the Service and The Customer’s access to or use of any username, password or email address supplied by FirstServ Ltd, without notice or liability if it considers that The Customer is in breach of the Acceptable Use Policy or any other provision of this Agreement.

G.6 Price and Payment

The Service Charges shall be as specified in the applicable Service Order or Sales Quotation and shall be paid in accordance with clause A.4 and the Service Order.

G.7 Excess data transfers

G.7.1 The Customer shall observe any limitations on data transfer according to the Service Order and, if it exceeds such limits at any time, The Customer shall pay for such excess data transfer at FirstServ Ltd’s then current rates.

G.7.2 FirstServ Ltd shall have no liability for failure to achieve any service levels or to provide the Services which is caused by a breach by The Customer of this clause.

G.8 Service Levels

G.8.1 FirstServ Ltd undertakes to use all reasonable endeavours to ensure that, subject to the terms of this Agreement, the Services will be available for not less than the percentage per calendar month specified in G.8.3.

G.8.2 If in any calendar month the availability specified in clause G.8.1 is not achieved, The Customer, as its sole remedy in respect of such non-availability, shall be entitled to service credits calculated in accordance with G.8.3.2.2 which may be set off against the price of future Services.

G.8.3.2.1 Planned outages. All work for the purpose of maintenance or support as part of Planned Outages will take place outside Business Hours. Planned Outages will be notified to you wherever possible on five (5) days prior notice unless otherwise agreed or in case of emergency. FirstServ Ltd shall wherever possible ensure that there are no more than two (2) Planned Outages each calendar month.

G.8.3.2.2 Availability. Availability is calculated at the end of each month in accordance with the following formula:

Where:

“A”: means the Availability of the Service (expressed as a percentage).

“D”: means Downtime in the respective month - expressed in minutes.

“T”: means the total number of Service Minutes in the respective month.

G.8.3.2.3 Calculation of Downtime. Downtime is calculated from the time of notification of a fault by either you or us, and ends when the Service is restored to full working order as determined and certified by us. However, Downtime is to be disregarded to the extent it is attributable to your failing to keep equipment in standard office environment levels of humidity and temperature, or to any other abuse, misuse or modification of equipment or software by you.

G.8.3.3 Compensation calculations

G.8.3.3.1 If Availability falls below the guaranteed levels in any particular month then we shall credit you by reference to the following table. Note that uptime relates to network and hardware availability only.

MONTHLY NETWORK AND HARDWARE AVAILABILITY
(EXPRESSED AS A PERCENTAGE)
REIMBURSEMENT OF THE MONTHLY SERVICE FEE
(EXPRESSED AS A PERCENTAGE)
99.00 - 99.998 5%
97.00 - 98.999 10%
95.00 - 96.999 15%
90.00 - 94.999 20%
Under 89.999 25%

G.8.3.4 Fault monitoring and resolution

G.8.3.4.1 FirstServ Ltd is responsible for recording Availability, Planned and unplanned Outages and fault resolution time scales.

G.8.3.4.2 FirstServ Ltd shall be notified of faults using only the following methods:

1. By emailing auto-support@firstserv.com, including the contact name, contact number and a description of the problem, or,

2. Calling FirstServ Ltd Support on +44 (0)20 7871 5515

At the time of notification of a fault, we will assign a priority to the fault in accordance with the priority classifications set out below, by agreement with you.

G.8.3.5 Fault priority

G.8.3.5.1 Problems will be classified by us in accordance with the following table:

PRIORITY CLASSIFICATION DESCRIPTION
Priority 1 Faults System non-functional with high impact on operations.
Priority 2 Faults System partially usable with medium impact on operations, or a Priority 1 Fault to which a temporary work around has been applied.
Priority 3 Faults Minor problems with very low impact on operations.
Priority 4 Faults Documentation errors.

G.8.3.6 Fault resolution process

G.8.3.6.1 We will initially attempt to qualify the suspected fault as an actual fault and will require you to perform checks and tests to further isolate the suspected fault at this time and at other times during the resolution process.

G.8.3.6.2 Where further checks are inconclusive or are liable to affect live operation, we shall attempt to replicate and test the suspected fault internally.

G.8.3.6.3 We shall make reasonable endeavours to fix or provide a work around to any problem that will not affect the functionality or performance or Availability of the Service in the following time scales:

PRIORITY INITIAL TIME TO RESPOND TIME TO RESOLUTION>
Priority 1 Faults 15 minutes 4 hours
Priority 2 Faults 3 hours 24 hours
Priority 3 Faults 24 hours 3 days
Priority 4 Faults 48 hours 30 days

Section H – Virtuozzo VPS Server

The document entitled “Section A – General Terms and Conditions” shall govern the parties’ relationship under these Special Terms and Conditions: if there is a direct conflict between these Special Terms and Conditions and the General Terms and Conditions, these Special Terms and Conditions shall take precedence.

H.1 Definitions

In these Special Terms and Conditions Section H, the following terms shall have the meanings given to them below:

“Availability” means the availability of our network demonstrated by means of either a ping or traceroute program.

“Business Hours” means 09.30 a.m. to 5.30 p.m. on a day other than a Saturday, Sunday, bank or other public holiday in England and Wales.

“Downtime” means in respect of any month the total time during which the Service is not Available (other than as a result of Planned Outages).

“Facility” means any hosting facility supplied by FirstServ Ltd pursuant to the Services at the premises specified in the Service Order.

“Hour(s)” means 60 minutes during FirstServ Ltd’s normal business hours (being 9.30am to 5.30pm, Monday to Friday, excluding weekends and UK bank or public holidays).

“Outage” means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service.

"Planned Outage" means any period during which any user cannot process an application transaction or send or receive e-mails utilising the Service caused by work for the purpose of maintenance or support.

Server” means any computer server equipment operated by FirstServ Ltd in connection with the provision of the Services.

“Service Minutes” means minutes of connectivity to FirstServ Ltd.

“Virtuozzo VPS” means the Virtual Private Server service using Parallels Virtuozzo software

Other defined terms in these Special Terms and Conditions Section H. shall have the meanings given to them in the General Terms and Conditions.

H.2 Duration

This Agreement shall commence on the Commencement Date and remain in force for the agreed minimum term as set out in the Service Order (or if no such period is specified, for 1 month) and shall continue for successive periods equivalent to the minimum term until terminated by either party giving not less than thirty (30) days’ written notice to the other such notice expiring at the end of any such period.

H.3 Provision of Services

H.3.1 FirstServ Ltd agrees, in consideration of payment of the Service Charges and conditional upon The Customer’s compliance with this Agreement to make a Virtuozzo VPS server available to The Customer.

H.3.2 The precise scope of the Services (in particular, as to space quotas) shall be as specified in the Service Order or the Sales Quotation.

H.3.3 FirstServ Ltd shall provide telephone and email support relating to the Server or other equipment of FirstServ Ltd as detailed in the Service Order. Telephone and email support does not include support in relation to the operation of The Customer’s own website and related software or programming support.

H.4 Exclusions

H.4.1 FirstServ Ltd does not and cannot control the performance of any data, products, or service(s) controlled by third parties. At times action or inaction by third parties can impair or disrupt Service(s). FirstServ Ltd makes no representations and expressly disclaims all warranties regarding any data, products, or service(s) controlled by any third party, including the providers of telecommunications or network products or services. Such data, products, and services are not promised to be free of error or interruption, and FirstServ Ltd expressly disclaims all liabilities arising from any such error, interruption, or other failure.

H.4.2 Routine maintenance and periodic system repairs, upgrades, and reconfiguration of the Server and/or the Facility (together, “Maintenance”) may result in temporary impairment or interruption in Services. As a result, FirstServ Ltd does not warrant or guarantee continuous or uninterrupted Services and reserves the right from time to time to temporarily reduce or suspend Services, in which circumstances it will give The Customer as much notice as reasonably practicable. FirstServ Ltd shall use all reasonable endeavours to keep any downtime or disruption to access to a minimum.

H.4.3 FirstServ Ltd does not validate Material (i.e. data) supplied by The Customer and the provision of any Services by FirstServ Ltd shall not constitute a waiver of any of its rights under the Agreement or at law.

H.5 Customer Responsibilities

H.5.1 The Customer shall post to the Server only Material which is compatible with the Server and otherwise “server-ready” and which requires no manipulation by FirstServ Ltd.

H.5.2 The Customer acknowledges that effective use of the Services requires knowledge on its part of hyper text language, file transfer protocols and other protocols, language and software which are not part of the Services and The Customer warrants and undertakes that it has, or will procure, expertise equivalent to that of a qualified and experienced web development service provider.

H.5.3 The Customer warrants that all Material contained in or linked to any website owned or controlled by it and hosted by FirstServ Ltd pursuant to the Services and its use of the Services:

H.5.3.1 is free from Inappropriate Material, whether such Material has been supplied by The Customer or a third party;

H.5.3.2 does not infringe the Intellectual Property Rights of any third party in any jurisdiction where such Material may be accessed via its website; and

H.5.3.3 is free from viruses, worms, Trojan horses and other harmful code.

H.5.4 The Customer shall supply to FirstServ Ltd on demand all information required by FirstServ Ltd in order to provide the Services including without limitation:

H.5.4.1 The Customer‘s full name, email address, telephone number and mailing address;

H.5.4.2 The full name and full contact details (including mobile telephone number) of The Customer’s representative appointed pursuant to clause A.12;

H.5.4.3 any information required from time to time to keep the information required by this clause fully up to date and complete at all times.

H.5.5 The Customer warrants that the information provided by it pursuant to clause H.5.4 is complete and accurate. The Customer acknowledges that the provision of any Services requiring notification to The Customer (such as monitoring services) is conditional upon FirstServ Ltd being in possession of an up to date email address and mobile telephone number for The Customer or its appointed representative.

H.5.6 The Customer shall indemnify FirstServ Ltd against any claims, liabilities, losses, expenses (including legal fees) and costs which FirstServ Ltd incurs in connection with any breach by The Customer of its obligations in this clause H.5.

H.5.7 Without limiting any other remedies available to it, FirstServ Ltd may at its sole discretion terminate or suspend the Service and The Customer’s access to or use of any username, password or email address supplied by FirstServ Ltd, without notice or liability if it considers that The Customer is in breach of the Acceptable Use Policy or any other provision of this Agreement.

H.6 Price and Payment

The Service Charges shall be as specified in the applicable Service Order or Sales Quotation and shall be paid in accordance with clause A.4 and the Service Order.

H.7 Excess data transfers

H.7.1 The Customer shall observe any limitations on data transfer according to the Service Order and, if it exceeds such limits at any time, The Customer shall pay for such excess data transfer at FirstServ Ltd’s then current rates.

H.7.2 FirstServ Ltd shall have no liability for failure to achieve any service levels or to provide the Services which is caused by a breach by The Customer of this clause.

H.8 Service Levels

H.8.1 FirstServ Ltd undertakes to use all reasonable endeavours to ensure that, subject to the terms of this Agreement, the Services will be available for not less than the percentage per calendar month specified in H.8.3.

H.8.2 If in any calendar month the availability specified in clause H.8.1 is not achieved, The Customer, as its sole remedy in respect of such non-availability, shall be entitled to service credits calculated in accordance with H.8.3.2.2 which may be set off against the price of future Services.

H.8.3.2.1 Planned outages. All work for the purpose of maintenance or support as part of Planned Outages will take place outside Business Hours. Planned Outages will be notified to you wherever possible on five (5) days prior notice unless otherwise agreed or in case of emergency. FirstServ Ltd shall wherever possible ensure that there are no more than two (2) Planned Outages each calendar month.

H.8.3.2.2 Availability. Availability is calculated at the end of each month in accordance with the following formula:

Where:

“A”: means the Availability of the Service (expressed as a percentage).

“D”: means Downtime in the respective month - expressed in minutes.

“T”: means the total number of Service Minutes in the respective month.

H.8.3.2.3 Calculation of Downtime. Downtime is calculated from the time of notification of a fault by either you or us, and ends when the Service is restored to full working order as determined and certified by us. However, Downtime is to be disregarded to the extent it is attributable to your failing to keep equipment in standard office environment levels of humidity and temperature, or to any other abuse, misuse or modification of equipment or software by you.

H.8.3.3 Compensation calculations

H.8.3.3.1 If Availability falls below the guaranteed levels in any particular month then we shall credit you by reference to the following table:

MONTHLY NETWORK AVAILABILITY
(EXPRESSED AS A PERCENTAGE)
REIMBURSEMENT OF THE MONTHLY SERVICE FEE
(EXPRESSED AS A PERCENTAGE)
99.00 - 99.50 5%
97.00 - 98.99 10%
95.00 - 96.99 15%
90.00 - 94.99 20%
Under 89.99 25%

H.8.3.4 Fault monitoring and resolution

H.8.3.4.1 FirstServ Ltd is responsible for recording Availability, Planned and unplanned Outages and fault resolution time scales.

H.8.3.4.2 FirstServ Ltd shall be notified of faults using only the following methods:

1. By emailing auto-support@firstserv.com, including the contact name, contact number and a description of the problem, or,

2. Calling FirstServ Ltd Support on +44 (0)20 7871 5515

At the time of notification of a fault, we will assign a priority to the fault in accordance with the priority classifications set out below, by agreement with you.

H.8.3.5 Fault priority

H.8.3.5.1 Problems will be classified by us in accordance with the following table:

PRIORITY CLASSIFICATION DESCRIPTION
Priority 1 Faults System non-functional with high impact on operations.
Priority 2 Faults System partially usable with medium impact on operations, or a Priority 1 Fault to which a temporary work around has been applied.
Priority 3 Faults Minor problems with very low impact on operations.
Priority 4 Faults Documentation errors.

H.8.3.6 Fault resolution process

H.8.3.6.1 We will initially attempt to qualify the suspected fault as an actual fault and will require you to perform checks and tests to further isolate the suspected fault at this time and at other times during the resolution process.

H.8.3.6.2 Where further checks are inconclusive or are liable to affect live operation, we shall attempt to replicate and test the suspected fault internally.

H.8.3.6.3 We shall make reasonable endeavours to fix or provide a work around to any problem that will not affect the functionality or performance or Availability of the Service in the following time scales:

PRIORITY INITIAL TIME TO RESPOND TIME TO RESOLUTION
Priority 1 Faults 15 minutes 4 hours
Priority 2 Faults 3 hours 24 hours
Priority 3 Faults 24 hours 3 days
Priority 4 Faults 48 hours 30 days

DOMAIN NAMES

FirstServ Ltd offers a variety of domain names for registration, including .com, .co.uk, .net, .co, .eu and .org. FirstServ Ltd registers domain names directly with the top level registrars. All domains registered with FirstServ Ltd receive free primary and secondary DNS name servers with a management control panel.

REGISTER A DOMAIN

Select whether you want to register a new name, or transfer an existing domain name to FirstServ Ltd

Find your Domain:

REGISTERING A DOMAIN

Some country specific domains have requirements for registration – please check that you meet these requirements where relevant.

TRANSFERRING IN AND OUT

The price for transferring a domain to us is the same as for a 1 year renewal (except for .co.uk and .org.uk domains, which are free to transfer).

When a domain is transferred it will also be renewed for 1 year (again, except for .co.uk and .org.uk domains).

There is no charge to transfer a domain away from FirstServ Ltd.

For detailed instructions on how to transfer a domain to or from FirstServ Ltd, please check our knowledgebase.

RENEWAL REMINDERS

We invoice for domain renewal 30 days in advance, and send renewal reminders before domain expiry. Please ensure that your email address in our control panel is up-to-date, and that invoices are paid promptly. Domains will be automatically renewed once payment is received.

REGISTRATION REQUIREMENTS

.eu domains - Registrants must be located within the EU.

.ca domains - There are Canadian presence requirements for registrants.

.de domains - Must have administrative contact resident in Germany.

.ie domains - All applicants applying for a .ie domain name who are not situated in the 32 counties of Ireland must demonstrate a Real and Substantive Connection with Ireland (with the exception of those applying with a registered Community Trademark).

More details on .ie domain registration requirements and acceptable documentation available here: http://www.iedr.ie/index.php/mnudomregs/mnuquickguide )

.us domains - Registrants of .us domains must be United States citizens, residents, or organizations, or a foreign entity with a presence in the United States.

.gov.uk domains – Domains can only be registered by: local and regional government bodies (including properly constituted town, parish and community councils); UK government and devolved administration departments and agencies; executive and advisory non-departmental public bodies and appropriate projects

UNIFORM DOMAIN NAME DISPUTE RESOLUTION POLICY

(AS APPROVED BY ICANN ON OCTOBER 24, 1999)

1. PURPOSE

This Uniform Domain Name Dispute Resolution Policy (the "Policy") has been adopted by the Internet Corporation for Assigned Names and Numbers ("ICANN"), is incorporated by reference into your Registration Agreement, and sets forth the terms and conditions in connection with a dispute between you and any party other than us (the registrar) over the registration and use of an Internet domain name registered by you. Proceedings under Paragraph 4 of this Policy will be conducted according to the Rules for Uniform Domain Name Dispute Resolution Policy (the "Rules of Procedure"), which are available to view below , and the selected administrative-dispute-resolution service provider's supplemental rules.

2. YOUR REPRESENTATIONS

By applying to register a domain name, or by asking us to maintain or renew a domain name registration, you hereby represent and warrant to us that (a) the statements that you made in your Registration Agreement are complete and accurate; (b) to your knowledge, the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (c) you are not registering the domain name for an unlawful purpose; and (d) you will not knowingly use the domain name in violation of any applicable laws or regulations. It is your responsibility to determine whether your domain name registration infringes or violates someone else's rights.

3. CANCELLATIONS, TRANSFERS, AND CHANGES

We will cancel, transfer or otherwise make changes to domain name registrations under the following circumstances:

(i) subject to the provisions of Paragraph 8, our receipt of written or appropriate electronic instructions from you or your authorized agent to take such action;

(ii) our receipt of an order from a court or arbitral tribunal, in each case of competent jurisdiction, requiring such action; and/or

(iii) our receipt of a decision of an Administrative Panel requiring such action in any administrative proceeding to which you were a party and which was conducted under this Policy or a later version of this Policy adopted by ICANN. (See Paragraph 4(i) and (k) below.)

We may also cancel, transfer or otherwise make changes to a domain name registration in accordance with the terms of your Registration Agreement or other legal requirements.

4. MANDATORY ADMINISTRATIVE PROCEEDING

This Paragraph sets forth the type of disputes for which you are required to submit to a mandatory administrative proceeding. These proceedings will be conducted before one of the administrative-dispute-resolution service providers listed at www.icann.org/udrp/approved-providers.htm (each, a "Provider").

A. APPLICABLE DISPUTES

You are required to submit to a mandatory administrative proceeding in the event that a third party (a "complainant") asserts to the applicable Provider, in compliance with the Rules of Procedure, that:

(i) your domain name is identical or confusingly similar to a trademark or service mark in which the complainant has rights; and

(ii) you have no rights or legitimate interests in respect of the domain name; and

(iii) your domain name has been registered and is being used in bad faith.

In the administrative proceeding, the complainant must prove that each of these three elements are present.

B. EVIDENCE OF

Registration and Use in Bad Faith. For the purposes of Paragraph 4(a)(iii), the following circumstances, in particular but without limitation, if found by the Panel to be present, shall be evidence of the registration and use of a domain name in bad faith:

(i) circumstances indicating that you have registered or you have acquired the domain name primarily for the purpose of selling, renting, or otherwise transferring the domain name registration to the complainant who is the owner of the trademark or service mark or to a competitor of that complainant, for valuable consideration in excess of your documented out-of-pocket costs directly related to the domain name; or

(ii) you have registered the domain name in order to prevent the owner of the trademark or service mark from reflecting the mark in a corresponding domain name, provided that you have engaged in a pattern of such conduct; or

(iii) you have registered the domain name primarily for the purpose of disrupting the business of a competitor; or

(iv) by using the domain name, you have intentionally attempted to attract, for commercial gain, Internet users to your web site or other on-line location, by creating a likelihood of confusion with the complainant's mark as to the source, sponsorship, affiliation, or endorsement of your web site or location or of a product or service on your web site or location.

C. HOW TO DEMONSTRATE

Your Rights to and Legitimate Interests in the Domain Name in Responding to a Complaint. When you receive a complaint, you should refer to Paragraph 5 of the Rules of Procedure in determining how your response should be prepared. Any of the following circumstances, in particular but without limitation, if found by the Panel to be proved based on its evaluation of all evidence presented, shall demonstrate your rights or legitimate interests to the domain name for purposes of Paragraph 4(a)(ii):

(i) before any notice to you of the dispute, your use of, or demonstrable preparations to use, the domain name or a name corresponding to the domain name in connection with a bona fide offering of goods or services; or

(ii) you (as an individual, business, or other organization) have been commonly known by the domain name, even if you have acquired no trademark or service mark rights; or

(iii) you are making a legitimate noncommercial or fair use of the domain name, without intent for commercial gain to misleadingly divert consumers or to tarnish the trademark or service mark at issue.

D. SELECTION OF PROVIDER

The complainant shall select the Provider from among those approved by ICANN by submitting the complaint to that Provider. The selected Provider will administer the proceeding, except in cases of consolidation as described in Paragraph 4(f).

E. INITIATION OF PROCEEDING AND PROCESS AND APPOINTMENT OF ADMINISTRATIVE PANEL

The Rules of Procedure state the process for initiating and conducting a proceeding and for appointing the panel that will decide the dispute (the "Administrative Panel").

F. CONSOLIDATION

In the event of multiple disputes between you and a complainant, either you or the complainant may petition to consolidate the disputes before a single Administrative Panel. This petition shall be made to the first Administrative Panel appointed to hear a pending dispute between the parties. This Administrative Panel may consolidate before it any or all such disputes in its sole discretion, provided that the disputes being consolidated are governed by this Policy or a later version of this Policy adopted by ICANN.

G. FEES

All fees charged by a Provider in connection with any dispute before an Administrative Panel pursuant to this Policy shall be paid by the complainant, except in cases where you elect to expand the Administrative Panel from one to three panelists as provided in Paragraph 5(b)(iv) of the Rules of Procedure, in which case all fees will be split evenly by you and the complainant.

H. OUR INVOLVEMENT IN ADMINISTRATIVE PROCEEDINGS

We do not, and will not, participate in the administration or conduct of any proceeding before an Administrative Panel. In addition, we will not be liable as a result of any decisions rendered by the Administrative Panel.

I. REMEDIES

The remedies available to a complainant pursuant to any proceeding before an Administrative Panel shall be limited to requiring the cancellation of your domain name or the transfer of your domain name registration to the complainant.

J. NOTIFICATION AND PUBLICATION

The Provider shall notify us of any decision made by an Administrative Panel with respect to a domain name you have registered with us. All decisions under this Policy will be published in full over the Internet, except when an Administrative Panel determines in an exceptional case to redact portions of its decision.

K. AVAILABILITY OF COURT PROCEEDINGS

The mandatory administrative proceeding requirements set forth in Paragraph 4 shall not prevent either you or the complainant from submitting the dispute to a court of competent jurisdiction for independent resolution before such mandatory administrative proceeding is commenced or after such proceeding is concluded. If an Administrative Panel decides that your domain name registration should be canceled or transferred, we will wait ten (10) business days (as observed in the location of our principal office) after we are informed by the applicable Provider of the Administrative Panel's decision before implementing that decision. We will then implement the decision unless we have received from you during that ten (10) business day period official documentation (such as a copy of a complaint, file-stamped by the clerk of the court) that you have commenced a lawsuit against the complainant in a jurisdiction to which the complainant has submitted under Paragraph 3(b)(xiii) of the Rules of Procedure. (In general, that jurisdiction is either the location of our principal office or of your address as shown in our Whois database. See Paragraphs 1 and 3(b)(xiii) of the Rules of Procedure for details.) If we receive such documentation within the ten (10) business day period, we will not implement the Administrative Panel's decision, and we will take no further action, until we receive (i) evidence satisfactory to us of a resolution between the parties; (ii) evidence satisfactory to us that your lawsuit has been dismissed or withdrawn; or (iii) a copy of an order from such court dismissing your lawsuit or ordering that you do not have the right to continue to use your domain name.

5. ALL OTHER DISPUTES AND LITIGATION

All other disputes between you and any party other than us regarding your domain name registration that are not brought pursuant to the mandatory administrative proceeding provisions of Paragraph 4 shall be resolved between you and such other party through any court, arbitration or other proceeding that may be available.

6. OUR INVOLVEMENT IN DISPUTES

We will not participate in any way in any dispute between you and any party other than us regarding the registration and use of your domain name. You shall not name us as a party or otherwise include us in any such proceeding. In the event that we are named as a party in any such proceeding, we reserve the right to raise any and all defenses deemed appropriate, and to take any other action necessary to defend ourselves.

7. MAINTAINING THE STATUS QUO

We will not cancel, transfer, activate, deactivate, or otherwise change the status of any domain name registration under this Policy except as provided in Paragraph 3 above.

8. TRANSFERS DURING A DISPUTE

A. TRANSFERS OF A DOMAIN NAME TO A NEW HOLDER

You may not transfer your domain name registration to another holder (i) during a pending administrative proceeding brought pursuant to Paragraph 4 or for a period of fifteen (15) business days (as observed in the location of our principal place of business) after such proceeding is concluded; or (ii) during a pending court proceeding or arbitration commenced regarding your domain name unless the party to whom the domain name registration is being transferred agrees, in writing, to be bound by the decision of the court or arbitrator. We reserve the right to cancel any transfer of a domain name registration to another holder that is made in violation of this subparagraph.

B. CHANGING

Registrars. You may not transfer your domain name registration to another registrar during a pending administrative proceeding brought pursuant to Paragraph 4 or for a period of fifteen (15) business days (as observed in the location of our principal place of business) after such proceeding is concluded. You may transfer administration of your domain name registration to another registrar during a pending court action or arbitration, provided that the domain name you have registered with us shall continue to be subject to the proceedings commenced against you in accordance with the terms of this Policy. In the event that you transfer a domain name registration to us during the pendency of a court action or arbitration, such dispute shall remain subject to the domain name dispute policy of the registrar from which the domain name registration was transferred.

9. POLICY MODIFICATIONS

We reserve the right to modify this Policy at any time with the permission of ICANN. We will post our revised Policy at least thirty (30) calendar days before it becomes effective. Unless this Policy has already been invoked by the submission of a complaint to a Provider, in which event the version of the Policy in effect at the time it was invoked will apply to you until the dispute is over, all such changes will be binding upon you with respect to any domain name registration dispute, whether the dispute arose before, on or after the effective date of our change. In the event that you object to a change in this Policy, your sole remedy is to cancel your domain name registration with us, provided that you will not be entitled to a refund of any fees you paid to us. The revised Policy will apply to you until you cancel your domain name registration.

PRIVACY POLICY

INFORMATION ABOUT OUR ORGANISATION AND WEBSITE

As you may know, the European Union will begin enforcing new data protection legislation in May 2018 called the General Data Protection Regulation (GDPR). It is a huge step forward in holding service providers accountable for how they store and use your personal data in the European Union. Most of our policies are already aligned with the GDPR’s requirements, but we did need to make a few changes to our Privacy Policy and Terms of Service.

FirstServ Ltd is committed to protecting your privacy. We are registered with the Information Commissioner's Office and will only use the information that we collect lawfully in accordance with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).

Our principal activities are:

Web hosting services

Web development services

Domain names registration

Our privacy policy covers FirstServ Ltd Limited and its Website:

Firstserv Limited
3 Tabley Court
Moss Lane
Knutsford
Cheshire
WA16 0PL
United Kingdom

Controller/DPO: (TBC)

DATA

In order to provide our products and services and related support, it is necessary for FirstServ Ltd to transfer your personal data outside of the European Union. In such case, the data controller for this data for EU residents is FirstServ Ltd., having its registered offices at FirstServ Ltd, 3 Tabley Court, Moss Lane, Knutsford, Cheshire, WA16 0PL, United Kingdom. All questions or requests regarding the processing of data may be addressed to: datacontroller@firstserv.com

PROVIDING VISITORS WITH ANONYMOUS ACCESS

You can access our Web site home page and browse our site without disclosing your personal data.

THE SERVICES AND LINKS OF OUR WEBSITE

Our Web site does not enable our visitors to communicate with other visitors or to post information to be accessed by others.

Our Web site contains some links to third party Web service providers.

AUTOMATIC COLLECTION OF INFORMATION

We do not automatically log personal data nor do we link information automatically logged by other means with personal data about specific individuals.

We do not use cookies to store personal data nor do we link non-personal information stored in cookies with personal data about specific individuals.

USE OF PERSONAL INFORMATION

We use your personal data in the following circumstances and relying on the following lawful basis for processing:

Purpose/Activity

Type(s) of Data

Lawful basis for processing

To initially engage with you to discuss requirements

Identity

Contact

Consent
To process applications for FirstServ Ltd products and services

Identity

Contact

Financial

Transaction

Marketing & Comms

Your information is used to provide our products and services and order processing as well as to conduct business transactions such as billing
To improve customer service

Identity

Contact

Profile & Usage

Technical

Marketing & Comms

Your information helps us to more effectively respond to your pre/post sales requests and provide technical support
To send renewal notices

Identity

Contact

Profile & Usage

Technical

Marketing & Comms

The email address you provide for order processing may be used to send you renewal notices for your services.
To send periodic emails

Identity

Contact

Profile & Usage

Technical

Marketing & Comms

In addition, we may send you periodic company newsletters, new service updates, security updates, related product or service informations and status updates on maintenance windows or service availability
To tell you about our products and services

Identity

Contact

Profile & Usage

Technical

Marketing & Comms

We may send you information about our products and services that may be of interest to you based on your use of other FirstServ Ltd products and services.
To deliver relevant website content and advertisements to you and measure our understand and the effectiveness of the advertising we serve to you

Identity

Contact

Profile & Usage

Technical

Marketing & Comms

Necessary for our legitimate interests (to study how customer use our products/services, to develop them, to grow our business and to inform our marketing strategy)
To use data analytics to improve our website, products/services, marketing, customers relationship and experiences.

Profile & Usage

Technical

Necessary for our legitimate interests (to analyse customer usage, update our website, to develop our business and to inform our marketing strategy)

PROCESSING OF DATA AND CONSENT

We will process your data for the purpose of performance of our contract with you or the legitimate interest of our business. In other cases, we will request your consent for the processing of the personal data you may submit.

Your refusal to provide personal data to us for certain products and services may hinder us from fulfilling your order for those products or services. Also, if you deny or withdraw your consent to use personal data or opt out of receiving information about FirstServ Ltd products and services this may result in you not being made aware of sales promotions, renewal notices, periodic company newsletters, new service updates, security updates, related product or service information, and status updates on maintenance windows or service availability.

USE OF APPLICATIONS LOGS

Our servers automatically record information ("Application Log Data") created by your use of our services. Application Log Data may include information such as your IP address, browser type, operating system, the referring web page, pages visited, location, your mobile carrier, device and application IDs, search terms, and cookie information. We use this information to diagnose and improve our services. Except as stated in section (Data Retention), we will either delete the Application Log Data or remove any account identifiers, such as your username, full IP address, or email address, after 12 months.

DATA RETENTION

The personal information we collect is retained for no longer than necessary to fulfil the stated purposes in section "PROCESSING OF DATA AND CONSENT" above or for a period specifically required by law or regulation that FirstServ Ltd is obligated to follow.

Personal data used to fulfil verification of certain types of products such as SSL certificates and Domain names, and this data will be retained for a minimum of 5 years depending on the class of product or service and may be retained in either a physical or electronic format.

Even if you request deletion or erasure of your data, we may retain your personal data to the extent necessary and for so long as necessary for our legitimate business interests or performance of contractual obligations.

After the retention period is over, FirstServ Ltd securely disposes or anonymises your personal information in order to prevent loss, theft, misuse, or unauthorised access.

DATA COLLECTION AND PURPOSE SPECIFICATION

We collect the personal data that you may volunteer while using our services.

We do not collect information about our visitors from other sources, such as public records or bodies, or private organisations.

We do not collect or use personal data for any purpose other than that indicated at the point on the site where the data is collected.

If we wish to use your personal data for a new purpose, we offer you the means to consent to this new purpose: by indicating in a box at the point on the site where personal data is collected.

DOMAIN NAME SPECIFIC DATA COLLECTION

As part of its duties as an accredited domain name registrar, FirstServ Ltd is required to provide certain information about customers who register domain names with FirstServ Ltd to the relevant naming authority. This information will include personal data such as the customer’s name, address and telephone number.

The relevant naming authority will make such information available to the public through publicly accessible directories of owners of domain names.

It is a condition of the purchase of a domain name from FirstServ Ltd that the customer agrees to the transfer of his/her personal data to the relevant naming authority and agrees to the naming authority making that personal data available on a public database. FirstServ Ltd can provide its customers with details of the relevant naming authority on request.

DISCLOSURE AND VISITOR CHOICE

We do not disclose your personal data to our subsidiaries or other organisations.

CONFIDENTIALITY / SECURITY

We have implemented security policies, rules and technical measures to protect the personal data that we have under our control from:

unauthorised access

improper use or disclosure

unauthorised modification

unlawful destruction or accidental loss

All our employees and data processors, who have access to, and are associated with the processing of personal data, are obliged to respect the confidentiality of our visitors' personal data.

We ensure that your personal data will not be disclosed to State institutions and authorities except if required by law or other regulation.

ACCESS TO THE PERSONAL DATA WE MAY HOLD ABOUT YOU

You can ask us, by sending an email to datacontroller@firstserv.com, whether we are keeping personal data about you.

Upon request, which you can indicate by sending an email to datacontroller@firstserv.com, we will provide you with a readable copy of the personal data which we keep about you. We may require proof of your identity before we supply this information.

We allow you to challenge the data that we hold about you and, where appropriate, you may have the data erased, rectified / amended or completed.

DATA TRANSFER

If we intend to transfer your information outside the EEA (European Economic Area) we will always obtain your consent first. We may use technology to save information on your computer through a session cookie that stores your shopping basket details. All cookie information is deleted once your browser is closed. You can usually modify your browser settings to prevent cookies being created, however by doing this you will not be able to order from our site.

PRIVACY COMPLIANCE

There are no global or regional regulatory or self-regulatory schemes applicable to our website or organisation.

Our privacy policy is compliant with the following instrument: Data Protection Act

In order to demonstrate that our privacy policy accords with the above privacy instrument, we are subject to a Government Agency supervision.

Designation of the agency: Information Commissioner Office
URL: https://ico.org.uk/
Country United Kingdom

PRIVACY SUPPORT

If you have an enquiry or concern about our privacy policy, please contact:

Data Controller
FirstServ Ltd Data Protection
Firstserv Limited
3 Tabley Court
Moss Lane
Knutsford
Cheshire
WA16 0PL
United Kingdom

Email: datacontroller@firstserv.com
Tel: +44 (0)20 7871 5515

GDPR

The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) is a privacy and data protection regulation in the European Union (EU) and will be enforceable from May 25 2018 and requires no enabling legislation so automatically becomes binding and applicable on that date.

The GDPR imposes new obligations on organisations that control or process relevant personal data and introduces new rights and protections for EU data subjects.

The GDPR applies to data processing carried out by organisations operating within the EU. It also applies to organisations outside the EU that offer goods or services to individuals in the EU.

FirstServ Ltd places a high importance on information security and within our company we already comply with a number of standards that also focus on information data security including PCI-DSS.

FirstServ Ltd will be complying with the GDPR as a processor and controller of data and have been planning and developing a programme of works which will deliver what is required by the legislation. This will involve working with our suppliers and partner organisations to ensure they can meet these obligations.

As we work towards compliance, we have engaged an external advisor to ensure we deliver best practice in compliance, and our programme up to May 2018 falls into these areas:

Customer Contracts: we will review our Master Services Agreement to addresses GDPR compliance.

Policy Development: we will review/ refresh and develop our range of policies including Data Breach Policy, Business Continuity Plans, DPO appointment, Subject Access Requests, Individuals Rights, ICO Good Practice

Website Data Collection & Consent, Privacy Policy: we will provide an updated framework and privacy policy to incorporate the GDPR obligations. This will include legal framework gap analysis arising from the reviews we undertake as the plan progresses.

Data Impact Assessments & Data Inventory: we are already undertaking a systematic review of the data we store, manage, maintain, collect, process and control. This includes offline storage and paper records. Assessments of the data will review information flow, any data transfers, risk reviews, and structural position in relation to Lawfulness, Purpose, Minimisation, Accuracy, Consent, Limitation, Integrity & Confidentiality, Record Keeping and Accountability.

Training & Awareness: we will undertake training across the company on the GDPR and its impact on the new policies, procedures, and responsibilities of staff & stakeholders in this new regime.

Controls & Gap Analysis: running alongside the work already underway, we will be reviewing the controls in place, or required.

Supplier & Partner relationships: where relevant and related, we will be using all reasonable endeavours to ensure that our third party and suppliers are complying with the GDPR.

Technology: we will be reviewing our technology platforms to analyse their operation, security, compliance in order to ensure that they meet the standards we have laid down and identify any gaps and risks.

FirstServ Ltd will continue to monitor the programme up to the target date in May 2018 and beyond.

GDPR Information & Downloads

Document

Download

GDPR INFORMATION AND GUIDANCE

Overview of GDPR and how it applies to our customers
Download
GDPR.ORG

This website is a resource to educate the public about the main elements of the General Data Protection Regulation (GDPR)
Visit
GDPR WHITEPAPER

Preparing for the GDPR 12 steps
Download

COOKIES

FirstServ Ltd uses Cookies on our Website to help our users - nothing else! We do not give your details away, tell other companies what you attempted to buy (or looked at) and we do not follow you around the internet with adverts!

There are 3 types of Cookies.

Essential website critical & performance Cookies (used on FirstServ Ltd)

Allows you to use a website to its full specification. For example: can allow you to buy things via a shopping basket.

Anonymous Statistical Cookie (used on FirstServ Ltd)

Tells the website owner how visitors the site gets - contains no information about the individual.

Targeting and Advertising Cookies (not used on FirstServ Ltd)

Can send information to other websites - this allows them to advertise more effectively. There are some websites out that analyse your behaviour and then attempt to advertise to you as you browse other website on the Internet. Some websites even pass on this information to 3rd parties.

You may have seen adverts that follow you around the internet e.g. if you once looked at a bracelet, on the next site you visit an advert for the same bracelet - FirstServ Ltd does not use this technology.

We only allow Essential Cookies that will allow you to use our website to its full specification, and Anonymous Statistical Cookies that can help tell us what's popular on our website. We do this to allow us to see trends on our website & products, but more importantly, so we can spot problems.

We are always trying to improve this communication, and will be updating this page when our audits are complete.

Below is a summary of the types of Cookies used on FirstServ Ltd

ESSENTIAL COOKIES

"Essential Cookies" let you buy products, search for domain names and also get discounts on our products. They do not track your behaviour and are not passed onto anyone.

Accepting these Essential Cookies is a pre requisite of using this website. We cannot guarantee your security or user experience should you choose to block these Cookies.

Cookie Name

Description

GBP This ensures you have the correct currency selected
CURRENCYTYPE This ensures you have the correct currency selected
COUNTRYCODE This tells us which part of the world you are from – to allow changes of currency
CONTINENT This tells us which part of the world you are from – to allow changes of currency
BASKET TOTAL This tell us what you want to purchase
BASKET COUNT This tell us what’s in your shopping basket
PHPSESSID Allows you to move around the site with a shopping basket
LIVEHELPSESSION Allows you to use our Live Chat Support

ANONYMOUS STATISTICAL COOKIES

Statistical cookies do not contain any personal information– they simply tell us how our website is performing – essential for us to improve customer experience.

These statistics the Cookies provide tell us if there are problems, and will also give us some indication (anonymously) as to what our customers are interested in.

Cookie Name

Lifespan

Google Analytics anonymous tracking

_utmz 6 months Used on this website
_utmc Session Used on this website
_utmb 30 minutes Used on this website
_utma 2 years Used on this website
_utmt 10 minutes Used on this website
_utmxx 18 months Used on this website

OPTING OUT OF USING COOKIES

If you dont want to use Cookies - there are several ways of changing your settings. But please remember if you disable the use of Cookies completely you may not be able to use some websites.

Below are some links that relate to the type of Internet Browser you may use.

Internet Explorer

Firefox

Google Chrome

Safari