This Agreement ("Agreement") is between UK-2 Ltd (trading as "Dotable") and the person (individual or legal person) who signs (including electric consent) Dotable’s order form ("Order") incorporating this Agreement by reference ("Customer").
This Agreement governs Customer's use of Dotable’s Website Hosting and/or related services.
1. Subject to the terms of this Agreement, and contingent on Customers satisfaction of Dotables credit approval requirements, Dotable agrees to provide Customer with web hosting and / or related services selected by Customer from DOTABLEs then published list of services ("Services") and as described in the Order, for the fees stated in the Order.
2. The Services to be provided initially to Customer shall be as selected in the Order and thereafter as established through correspondence between Customer and Dotable.
1. The initial term of the Agreement shall begin on the date that Dotable generates an order confirmation email message to Customer announcing the activation of the Customer's account (the "Service Commencement Date") and shall continue for the number of months stated in the Order (the "Initial Term").
2. However, no service shall commence unless and until Dotable receives and accepts a completed Order from Customer, plus payment in full for Services to be rendered during the Initial Term and any set up charges.
3. Dotable reserves the right to reject any submitted Order for any or no reason prior to written acceptance thereof by Dotable.
4. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive terms of the same length as the Initial Term ("Renewal Term") unless Dotable or Customer provides the other with written notice of non-renewal at least fourteen (14) days prior to the expiration of the Initial Term or then current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the "Term."
1. All fees for Services rendered or provided to Customer shall be in accordance with Dotable's prices.
2. Customer's billing cycle shall be monthly, quarterly, annually or biennially as indicated on the Order, beginning on the Service Commencement Date. Dotable may require payment for the first billing cycle before beginning service. Fees for the Renewal Term are payable seven (7) days in advance of each billing cycle.
3. If the Order provides for credit / debit card billing, Customer authorises Dotable to bill subsequent fees to the credit / debit card before, on or after the first day of each successive billing cycle during the Term of this Agreement otherwise Dotable will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order.
4. Payments must be made in Great British Pounds. Customer is responsible for providing Dotable with changes to billing information (such as credit card expiration, change in billing address).
5. Payment in full of such invoiced amount is due upon receipt of the invoice. Should payment in full of any invoice not be received, Dotable may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. In addition, Dotable may terminate this Agreement and / or suspend Services without notice if payment for Services is overdue.
6. Fees not disputed within thirty (30) days of due date are conclusively deemed accurate. Customer agrees to pay D's reasonable reinstatement fee following a suspension of Service for non-payment, and to pay Dotable's reasonable costs of collection of overdue amounts, including collection agency fees, legal fees and court costs.
2. Fee Increases
1. Dotable may amend the Services and / or the fees it charges for Services by giving at least fourteen (14) days-notice to Customer, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee and for any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).
1. At Dotable's request Customer shall remit to Dotable all sales, VAT or similar tax imposed on the provision of the Services (but not in the nature of an income tax on Dotable) regardless of whether Dotable fails to collect the tax at the time the related services are provided.
4. Early Termination
1. Customer acknowledges that the amount of the fee for Services is based on Customer's agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event Dotable terminates the Agreement for Customer's breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the Service other than in accordance with Section 9 (Termination) for Dotable 's breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due seven (7) business days following termination of the Agreement.
4. Law / AUP
1. Customer agrees to use the Services in compliance with applicable law and Dotable's Acceptable Use Policy (the "AUP"), which is hereby incorporated by reference in this Agreement.
2. Customer agrees that Dotable may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer's use of the Services.
3. Amendments to the AUP are effective on the earlier of Dotable 's notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment.
4. Customer agrees to cooperate with Dotable 's reasonable investigation of any suspected violation of the AUP. In the event of a dispute between Dotable and Customer regarding the interpretation of the AUP, Dotable 's commercially reasonable interpretation of the AUP shall govern.
5. Customer Information
1. Customer represents and warrants to Dotable that the information he, she or it has provided and will provide to Dotable for purposes of establishing and maintaining the Service is accurate.
2. If Customer is an individual, Customer represents and warrants to Dotable that he or she is at least 18 years of age, and Dotable reserves the right to ask for proof of age (in the form of a valid passport or photo driving license) and to carry out checks to verify the information provided.
3. Dotable may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer's account until Customer has provided a written notice changing the Primary Customer Contact.
5. The Customer:
i. shall be responsible for all activities which occur through use of its designated passwords or accounts and shall maintain, and be responsible for, the confidentiality and security of those passwords;
ii. shall promptly respond to all and any of Dotable’s queries and/or requests for information;
iii. agrees to maintain (and warrants to Dotable that it will maintain throughout the Term of this Agreement) a current copy of all content hosted on the websites in respect of which the Services will be provided and acknowledges that Dotable shall not take responsibility for any loss or damage arising out of any failure by the Customer to keep full and up to date back-ups, security copies of any data held or used by or on behalf of the customer;
iv. acknowledges and agrees that the Services must be carried out within the period stated on the Order. The Customer will remain liable for payment of the fees for any aborted Services or the Services ordered but still unused within the stated period;
v. acknowledges and agrees that all intellectual property rights of any kind whatsoever in the materials used by Dotable to carry out the Services or in any registered or unregistered trade mark, service mark, logo, design, database content or format, copyrighted material, software or data owned by Dotable or any relevant third party owners remain vested in Dotable or the relevant third party owners and shall not be used by the Customer except with Dotable’s prior written permission;
vi. accepts that upgrades and other changes in Dotable's network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Services. Customer accepts that Dotable reserves the right to change its network in its commercially reasonable discretion, and Dotable shall not be liable for any resulting harm to Customer.
6. Data Protection
1. The terms used in this Section 6 (Data Protection) shall have the meaning given to them in the Data Protection Act 2018 and the General Data Protection Regulation (2016/679) (the “Data Protection Legislation”), as applicable from time to time. Except for processing under Section 5 (Customer Information), Customer is the data controller, and Dotable is the data processor, of all personal data submitted via the Services/processed under this Agreement (“Hosted Personal Data”).
2. The Hosted Personal Data is information collected from or about Customer’s end users who interact with the Services and processed by Dotable in order to provide the Services for the duration of the Agreement. Customer must ensure that the Hosted Personal Data does not contain any special category or sensitive personal data.
3. Customer shall comply with the Data Protection Legislation as regards the Hosted Personal Data. Customer warrants that its instructions to Dotable in respect of the Hosted Personal Data are lawful.
4. Dotable shall:
1. only process Hosted Personal Data in accordance with Customer’s documented instructions (as set out in this Agreement and the Order), including with regard to transfers, unless required to do otherwise by applicable law. In which event, Dotable shall inform Customer of the legal requirement before processing the Hosted Personal Data other than in accordance with Customer’s instructions, unless legally prohibited from doing so;
2. ensure that its personnel are subject to appropriate obligations of confidentiality;
3. on Customer’s written request and at Customer’s expense, taking into account the nature of the Services, provide reasonable assistance to Customer, insofar as this is possible and at Customer’s cost, for the fulfilment of Customer’s obligations under the Act in respect of data security; data breach notification; data protection impact assessments; prior consultation with supervisory authorities; and the fulfilment of data subject’s rights; and
4. upon expiry or termination of this Agreement and upon Customer’s written request, return or delete the Hosted Personal Data, and delete any existing copies in its possession unless required to retain such Hosted Personal Data under applicable law.
5. Customer consents to Dotable engaging subcontractors to process the Hosted Personal Data on its behalf (“Sub-processors”). Dotable shall ensure Sub-processors are subject to contractual obligations which are the same as or equivalent to those imposed on DOTABLE under this Agreement. DOTABLE shall inform Customer of any intended changes concerning the addition or replacement of any Sub-processor within a reasonable time prior to implementation of such change and, if Customer objects to the change, Customer shall be entitled as its sole and exclusive remedy to terminate the Agreement for convenience in accordance with Clause 10(b)(i). DOTABLE shall be responsible for the performance of its Sub-processors.
6. Customer acknowledges and agrees that Hosted Personal Data may be processed by Sub-processors outside the European Economic Area or the country where Customer is located in order to carry out the Services and Dotable’s other obligations under this Agreement.
7. Dotable shall use technical and organisational measures to protect Hosted Personal Data stored with Dotable infrastructure against unauthorised and unlawful processing and against accidental loss, destruction, disclosure, damage or alteration. Customer acknowledges and agrees that he, she or it is solely responsible for determining whether such technical and organisational measures are appropriate for the Hosted Personal Data, taking into account the nature, scope, context and purposes of the processing.
8. Upon written request, Dotable shall provide to Customer with such written information as is reasonably necessary to demonstrate Dotable’s compliance with its obligations under this Section 6 (Data Protection). On a case by case basis, Dotable will consider any reasonable requests to access its premises for the purposes of auditing Dotable’s compliance, taking into account Dotable’s need to preserve the security of its infrastructure and other customers’ data. Dotable reserves the right to charge an appropriate fee for complying with any such requests.
1. Customer agrees to indemnify and hold harmless Dotable, Dotable's affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer's Services in violation of applicable law or the AUP by Customer or any person using Customer's log on information, regardless of whether such person has been authorized to use the Services by Customer.
8. Disclaimer of Warranties
1. CUSTOMER AGREES TO USE ALL DOTABLE’S SERVICES AND ANY INFORMATION OBTAINED THROUGH OR FROM DOTABLE AT CUSTOMER’S OWN RISK.
2. DOTABLE DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW DOTABLE DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS.
9. Limitation of Damages
1. NOTHING IN THIS SECTION EXCLUDES OR LIMITS THE LIABILITY OF EITHER PARTY FOR (i) FRAUD OR FRAUDALENT MISREPERESNTATION, (ii) DEATH OR PERSONAL INJURY CAUSED BY EITHER PARTY’S (OR ITS EMPLOYEES’, AGENT’S OR SUB-CONTRACTOR’S) NEGLIGENCE.
2. SUBJECT TO CLAUSE 9.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF OPPORTUNITY (IN EACH CASE WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.
3. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY (BUT WITHOUT PREJUDICE TO SECTION 9.1), THE MAXIMUM AGGREGATE LIABILITY OF DOTABLE AND ANY OF ITS EMPLOYEES, AGENTS, SUB-CONTRACTORS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING, BUT WITHOUT LIMITATIONBREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND INFRINGEMENT) AND HOWSOEVER CAUSED SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.
10. Suspension / Termination
1. Suspension of Service
1. Customer agrees that Dotable may suspend Services to Customer without notice and without liability if: (i) Dotable reasonably believes that the Services are being used in violation of any Terms and Conditions or the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) Dotable reasonably believes that the suspension of Service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay Dotable's reasonable reinstatement fee if service is reinstituted following a suspension of Service under this subsection.
2. Dotable operate a Banned Services Policy in the instance of a chargeback or misuse of a Dotable product or service.
1. The Agreement may be terminated by either party, without cause, by giving the other party fourteen (14) days prior written notice.
2. The Agreement may be terminated by Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if Dotable fails in a material way to provide the Service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer's written notice describing the failure in reasonable detail.
3. The Agreement may be terminated by Dotable prior to the expiration of the Initial Term or any Renewal Term without liability as follows:
i. without notice if Customer is overdue on the payment of any amount due under the Agreement;
ii. if Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within ten (10) days of a written notice from Dotable describing the violation in reasonable detail;
iii. without notice if Customer's service is used in violation of a material term of the AUP more than once, or
iv. upon one (1) days' notice if Customer violates Section 5 (Customer Information) of this Agreement.
4. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
5. If a domain name is transferred or cancelled within the first 2 years of registration, an administration fee of twelve pounds ninety-nine pence (£12.99) excluding VAT will be charged. The transfer or change of handle / tags will not take place until payment has been received in full.
3. Requests for Customer Information
1. Notwithstanding Section 6 (Data Protection) of this Agreement, Customer agrees that Dotable may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer's customers or end users that Dotable believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
4. Back Up Copy
1. Customer agrees to maintain (and warrants that he, she or it will maintain throughout the Term of this Agreement) a current copy of all content hosted by Dotable notwithstanding any agreement by Dotable to provide back up services.
5. Changes to Dotable's Network
1. Upgrades and other changes in Dotable's network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer's hosted content and/or applications. Dotable reserves the right to change its network in its commercially reasonable discretion, and Dotable shall not be liable for any resulting harm to Customer.
1. Notices to Dotable under the Agreement shall be given via electronic mail to the e-mail address posted for customer support on www.Dotable.net. Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.
7. Force Majeure
1. Dotable shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Dotable's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, theft, destruction, terrorist activity, acts of God or other events of a magnitude or type for which precautions are not generally taken in the industry.
8. COVID-19 Clause
1. The parties hereby acknowledge and agree that as at the Service Commencement Date of this Agreement, there exists a global pandemic relating to Covid-19 (otherwise known as Coronavirus and/or Novel Coronavirus) (“Covid-19”).
2. As at the Service Commencement Date, various governments and authorities across the globe have implemented a number of strict measures to prevent the spread of Covid-19 (including the closure of certain businesses, restrictions on the movement of people and/or certain goods).
3. As such and notwithstanding anything to the contrary herein, the parties agree that Dotable shall not be liable (whether in contract, tort or otherwise) for any failure and/or delay in performance of any obligations under this Agreement which arise as a result of or connection with Covid-19 (“Covid-19 Event”).
4. A Covid-19 Event shall include but not be limited to the following:
(a) closure of its essential locations;
(b) restriction on providing services (including website hosting and related services);
(c) an inability to receive and/or provide services (including website hosting and related services);
(d) closure of datacentres and/or other vital infrastructure;
(e) staff shortage;
(f) shortage of any electricity or other utility;
(g) embargo and/or any other trade restrictions; and/or
(h) accident to (or breakdown of) plant or machinery.
5. To the extent that Dotable suffers a Covid-19 Event, it shall:
(a) notify the Customer of the same in writing as soon as reasonably practicable (providing details of the nature of the Covid-19 Event and, where known, the likely impact of the same in respect of the performance of its obligations hereunder); and
(b) provide updates as frequently as reasonably possible in respect of such Covid-19 Event.
9. Governing Law
1. The Agreement shall be governed by the laws of England and all claims concerning this Agreement shall be brought exclusively in English courts located in England. The parties hereby consent to submit to the jurisdiction of such courts and waive any personal jurisdiction or venue defences concerning said forum. The Customer is deemed to have agreed to this Agreement, when commencing use of any of Dotable Ltd's services.
1. Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party's name or trade mark without the other party's prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer / employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority.
2. Dotable reserves the right to amend this Agreement and the AUP and Customer shall be bound by any such amendments. Customer shall have the obligation to periodically visits Dotable’s website www.Dotable.net to review the AUP and make certain Customer is in full compliance therewith. In the event of any inconsistencies between this Agreement and the AUP, the terms of the AUP shall govern.
3. The terms on Customer's purchase order or other business forms are not binding on Dotable unless they are expressly incorporated into a formal written agreement signed by both parties. A party's failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party's rights with respect to that provision or any other provision of the Agreement. A party's waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not.
4. The captions in the Agreement are not part of the Agreement but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement.
5. There are no third-party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without Dotable's prior written consent. Dotable's approval for assignment is contingent on the assignee meeting Dotable's credit approval criteria. Dotable may assign the Agreement in whole or in part.
6. This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supercedes and replace any prior understanding or communication, written or oral.
7. The Customer is deemed to have agreed to this Agreement when commencing use of any of Dotable’s Services.