(1) The Host (Bad Monkey Media) is a creative design agency and offers website design, development and hosting services to clients using all appropriate hardware providers connected to the World Wide Web via the internet.
(2) The Client wishes to use the Host’s Service to host the Client’s Website and/or selected internet services on the Hosting Hardware under the terms and conditions of this Agreement.
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings: “Account” means the details of the Client that are required and held by the Host to facilitate the provision of the service to the Client including, but not limited to, identification and location details, payment details, username and password, and details of the Service provided to the Client; “Business Day” means a day (that is not a Saturday or Sunday) on which banks are open for business in the UK; “Client Website” means the website that the Host is hosting for the Client and refers to all parts of that website including, but not limited to, component files and related services such as email; “Fee” means the sum payable by the Client to the Host in order to receive the Host’s Service; “Hosting Hardware” means all computer and networking equipment used by the Host in the provision of the Service including, but not limited to, servers and network infrastructure; “Hosting Package” means one of the Service packages offered by the Host and generally refers to the package selected by the Client; “Hosting Software” means all software used by the Host in the provision of the Service; “Order” means an order placed by the Client with the Host for the provision of the Service; and “Service” means the collective components of the Host’s hosting service which includes, but is not limited to, the provision of internet connectivity, bandwidth, website storage, software, DNS services, email accounts and data backups, in combination with the Client’s chosen Hosting Package and can refer either to those components as a whole or to specific parts as the context may require.
The clause headings used in this Agreement are used for convenience only and are not intended to affect the meaning or interpretation of the terms of this Agreement. Service
Once the Client’s Order has been placed and processed, the Host will use its best endeavours to commence provision of the Service as soon as reasonably possible. In any event the provision of the
Service will commence no later than 15 Business Days after completion and approval of the Client’s Website.
The Host is under no obligation to provide any Service that is not set out in the Client’s Order and the relevant Hosting Package unless the Host and Client enter into a new written Agreement for the provision of additional services.
The Host may, in its sole discretion, alter, improve or otherwise modify the Service provided that any such change will not significantly alter the provision of the Service to the Client or result in the removal of any features or services that form part of the Hosting Package. The Client will be notified no later than 15 Business Days in advance of any planned changes and will receive full documentation of any action required on their part. No alterations to the Service shall affect the Fees payable by the Client.
The Host may take any action necessary to address or repair faults in Hosting Hardware or Host Software without any prior notice to the Client. If such faults or remedial action results in an interruption to the provision of the Service the Client will be notified.
The Host will use its reasonable endeavours to ensure that the Service is provided to the Client on a constant, uninterrupted basis throughout the Term of this Agreement.
Where the Service is unavailable for more than 48 hours the Host will contact the Client and provide reasons for the interruption or, where this is not possible due to an undiagnosed problem, state that the problem is undiagnosed but is being investigated.
Whilst the Host will use every reasonable endeavour to ensure the integrity and security of the Hosting Hardware, the Host does not guarantee that the Hosting Hardware will be free from unauthorised users or hackers and the Host shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
Where Service interruption due to Hosting Hardware failure cannot be remedied within 5 Business Days the Host, with consent of the Client, shall endeavour to transfer the Client’s Website to alternative Hosting Hardware in order to restore the provision of the Service.
Where the Client and/or the Client’s users are unable to access/use the Client’s Website, the Client shall first ascertain whether the inability of access/use is caused by a failure on the part of the Client’s and/or its users’ internet service provider and/or equipment. After performing these checks the Client shall contact the Host using the following details: Email: hello@badmonkeymedia.com or telephone: 01234 815 395.
Where the provision of the Service is interrupted through the fault of any third party, the Host shall bear no responsibility or liability.
Where it is subsequently established that fault does not lie with the Host but with the Client’s and/or its users’ internet service provider and/or equipment, the Host reserves the right to charge the Client such reasonable cost as the Host may have incurred.
Fees for the Hosting Packages offered by the Host are as quoted in correspondence or email to the Client. All charges payable by the Client shall be in accordance with the information quoted.
The Client is required to pay all fees due in advance of Service provision.
Invoices will be sent at the start of each month and payment must be made within that month in order for provision of the Service to continue without interruption.
The Host may at any time change the price of its Hosting Packages. The Client will not be subject to any additional charges or refunds during the initial 12 month period of Service provision. Any change in fees will be reflected in subsequent renewals of Service provision. The Host reserves the right to continue charging old fees for renewals where the new fee is higher.
The Client may, at any time, change their Hosting Package, if the Client chooses to do so. The Client will be invoiced for a new minimum 12 month period of Service provision in accordance with the fees for their new chosen Hosting Package.
Domain names are set to auto renew each year and notice must be given if you wish to cancel a domain name 30 days prior to it's renewal date.
All fees payable by the Client to the Host shall be paid in full, without set off or deduction. The Host reserves the right to suspend the Service or cancel the Client’s Order if fees are not paid on or before the due date.
All "goods" (web pages, banners, etc.) and "services" (hosting, domain name renewals, email forwarding, etc.) remain the property of Bad Monkey Media until paid for in full as quoted and agreed. Bad Monkey Media cannot be held liable for any loss of business as a result of "goods" or "services" being unavailable due to non-payment of an invoice.
Unless otherwise agreed between the parties, the fees shall be paid in accordance with the Host’s trading terms and conditions.
The Host reserves the right to change the terms of this Agreement and all other terms and conditions and policies which may affect Clients at any time in order to comply with changes in the law or other reason.
If the Client does not agree to be bound by the changes they may terminate this Agreement in accordance with the Term and Termination clause of this Agreement.
The Client may not use the Service or any other Hosting Hardware and Hosting Software for any unlawful or otherwise inappropriate purposes. This includes, but is not limited to:
The Client will not acquire ownership rights over any of the Host’s Intellectual Property in or in relation to the Service or in relation to any other property owned by the Host.
The Host will not acquire ownership rights over any of the Client’s Intellectual Property in the Client’s Website or any other material belonging to the Client.
In consideration of the Fees and Payment paid in full by the Client to the Host, the Host grants to the Client a non-exclusive licence to use any Hosting Software issued and authorised by the Host for use by the Client for the Client’s Website.
The Client may not use the Hosting Software for any other purpose other than as specified in this Agreement without the prior written consent of the Host and the Client acknowledges that additional fees may be payable on any change of use approved by the Host.
The Client agrees to fully indemnify the Host against all costs, expenses, liabilities, losses, damages, claims and judgments that the Host may incur or be subject to as a result of the infringement of any Intellectual Property infringement owned by third parties arising from:
The Client’s failure to obtain the necessary rights and permissions from third parties in order to enable the Host to legally provide the Service; The provision of the Service by the Host based upon information and material provided by the Client.
The Host shall not be liable to the Client or to third parties for:
Subject to the provisions of this Agreement, the Host gives no warranty, express or implied, in connection with the Service as to fitness for purpose, quality, noninfringement or merchantability.
The Client will fully indemnify the Host against all costs, expenses, liabilities, losses, damages and judgments that the Host may incur or be subject to as a result of any of the following:
The initial period of Service provision will commence on the date that the Client’s Website goes live or the Client’s Order is processed. This term shall last for a minimum period of 12 months, subject to the termination provisions below.
Subsequent periods of Service Provision shall last for a minimum period of 12 months each and will follow on from a previous period, without interruption, subject to the fulfilment of the Client’s obligations under the Fees and Payment Clause of this Agreement. All subsequent periods are subject to the termination provisions below.
The Host reserves the right to terminate this Agreement at any point with one months notice at the host’s discretion, or The Host reserves the right to terminate this Agreement or to suspend the Service in the following circumstances:
The Host reserves the right to assign or otherwise transfer any rights or obligations under this Agreement. The Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Host.
In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way. The waiver by either party of any provision of this Agreement will not operate or be interpreted as a waiver of any other provision or a subsequent breach of any provision.
This Agreement is governed by the laws of England and Wales. Any dispute relating to this Agreement shall fall within that jurisdiction.
Both parties shall keep in strict confidence all information which are of a confidential nature and have been disclosed by one party to the other party and shall procure that the receiving party’s employees, agents, consultants or subcontractors keep in strict confidence all such information other than for the purposes of performing its obligations under this Agreement.
Bad Monkey Media
Asgard Drive
Bedford
MK41 0US
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