Please read these Web Hosting Terms carefully, as they set out our and your legal rights and obligations in relation to JMV Web Hosting services.
If you have any questions about these Web Hosting Terms & Conditions, please contact us by email support@jmv-solutions.co.uk.
1. Definitions and interpretation In the Agreement:
1.1. “Agreement” means the agreement between the Company and the Customer incorporating these Web Hosting Terms and any amendments to it from time to time
1.2. “Business Day” means any weekday, other than a bank or public holiday in England
1.3. “Business Hours” means between 08:00 and 17:30 on a Business Day
1.4. “Charges” means the amounts payable by the Customer to the Company under or in relation to the Agreement
1.5. “Company” means JMV Solutions Ltd, which has its business address at 17 Samara Business Park, Heathfield, Industrial Estate, Devon. TQ12 6TR
1.6. “Confidential Information” means:
1.6.1. Any information supplied (whether supplied in writing or verbally) by one party to the other party marked as “confidential”, described as “confidential” or reasonably understood to be confidential; and
1.6.2. The information provided in the Agreement or Contract
1.7. “Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly)
1.8. “Customer” means the customer for Services under the Agreement
1.9. “Effective Date” means the date when the Agreement comes into force
1.10. “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars)
1.11. “Hosted Materials” means all websites, web applications, software, information, data, databases and other works and materials stored, transmitted, published or processed using the Services
1.12. “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs)
1.13. “Personal Data” has the meaning given to it in the UK General Data Protection Regulation (UK GDPR)
1.14. “Prohibited Content” means:
1.14.1. material which breaches any applicable laws, regulations or legally binding codes, or infringes any third-party Intellectual Property Rights or other third-party rights, or may give rise to any form of legal action against the Company or the Customer or any third party
1.14.2. pornographic or lewd material
1.14.3. messages or communications which are offensive, abusive, indecent or obscene, are likely to cause annoyance, inconvenience or anxiety to another internet user, or constitute spam or bulk unsolicited mail
1.15. “Services” means the services provided under the Agreement, which may include shared hosting, dedicated hosting, email services, domain name services and/or SSL services
1.16. “Start Date” means the date specified as such on the Agreement
1.17. “Term” means the term of the Agreement or Contract, and
1.18. “Year” means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or on any anniversary of the Effective Date.
1.19. In the Agreement, a reference to a statute or statutory provision includes a reference to:
1.19.1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time, and
1.19.2. any subordinate legislation made under that statute or statutory provision.
1.20. The Clause headings do not affect the interpretation of the Agreement
2. Implementation and transition
2.1 The Company will make available the Services on or before the Start Date.
2.2 At the request of the Customer, the Company will:
2.2.1 where the Company holds any Customer website(s) on its development servers, transfer such website(s) from its development servers; or
2.2.2 use reasonable endeavours to assist with the transition of any Customer website(s) from any third party host.
3. Shared hosting
3.1 This Section applies where the Company agrees to make available to the Customer shared hosting.
3.2 The Company will make available to the Customer hosting capacity on a shared server meeting the specification set out on the agreement.
3.3 The Company will make available to the Customer the ability to access, update or amend the website by FTP or similar means.
3.4 For the avoidance of doubt, the Customer will not have administration rights in relation to any shared server, and the Company may refuse any request to change the configuration of a shared server at its sole discretion
3.5 Charges payable in respect of shared hosting will be as specified in the Agreement between the Company and the Customer.
4. Dedicated hosting
4.1 This Section applies where the Company agrees to make available to the Customer a dedicated server.
4.2 The Company will make available for the exclusive use of the Customer a dedicated server meeting the specification set out in the Agreement in all material respects and will grant to the Customer administration rights with respect to that server.
4.3 The company provide full management and support of the dedicated hosting service
4.4 The Company may from time to time require that the Customer apply software and/or hardware upgrades to the dedicated server.
4.5 Where a dedicated service needs upgrading to maintain a working service, the company will apply the required upgrades and will charge the customer any additional monthly fees.
4.6 For the avoidance of doubt, dedicated servers made available under the Agreement will remain the property of the Company at all times.
4.7 Charges payable in respect of dedicated servers will be as specified in the Contract schedule as agreed between the Company and the Customer.
5. Email services
5.1 This Section applies where the Company agrees to provide to the Customer email transmission, storage and/or management services.
5.2 The Company will upon request provide POP3/IMAP and webmail email services to the Customer.
5.3 If the Customer or a mailbox exceeds the relevant storage limit set out on the website, the Company may delete stored emails to bring the Customer or mailbox within the storage limit.
THE COMPANY NO LONGER OFFERS POP3/IMAP EMAIL SERVICES
6. Domain name registration
6.1 Subject to the payment of the applicable Charges in advance, the Company will attempt to register domain names that the Customer requests but does not warrant that it will be able to do so. Domain name orders will be subject to the provisions of this Section.
6.2 Charges in respect of domain name registrations are non-refundable.
6.3 Domain name registrations will be subject to periodic renewal fees and transfer fees as stated on the agreement.
6.4 The Customer warrants that the information submitted for the purposes of a domain name registration is current, accurate and complete, that it has the legal right to apply for and use the domain name, and that its use of the domain name will not infringe any person’s Intellectual Property Rights or other legal rights.
6.5 The Customer undertakes to keep the information required for the purposes of a domain name registration up to date (which changes may be subject to additional Charges).
6.6 The Customer acknowledges that certain information submitted for the purposes of a domain name registration will be published on the internet via “WHOIS” services.
6.7 The Company may reject in its sole discretion any request to register a particular domain name.
6.8 The Company will not offer any advice in relation to any actual or potential domain name dispute and will have no liability in respect of the suspension or loss of a domain name by the Customer because of any domain name arbitration procedure or court proceedings.
6.9 The Company will have no responsibility for the Customer’s use or retention of a domain name once registered, and it will be the Customer’s responsibility to ensure that domain names are renewed and that applicable renewal charges are paid; unless domain is managed by the company.
6.10 Domain names managed by the company will be renewed annually to ensure web services stay online.
6.11 Managed Domain names will be registered under the company name and address.
6.12 When a customers stops being a managed client the domain name will be provided to the client; at this point the company is no longer responsible for renewal, registered or supporting the domain name.
6.13 The Customer acknowledges that domain names will be subject to the rules and policies from time of registration; of the relevant registry or registration authority, and the Customer agrees to abide by all such rules and policies.
6.14 Charges payable in respect of domain name services will be as specified in the Agreement.
7. SSL certificates
7.1 All websites will be given a Free Let’s Encrypt or Comodo SSL certificate
7.2 Charges payable in respect of a dedicated secure SSL certificates will be as specified in the Agreement.
8. Support
8.1 The Customer must make all requests for support Services through the helpdesk, and all such requests must include at least the following information: account username, affected domain name and contact email address.
8.2 The Company will use reasonable endeavours to resolve issues raised by the Customer.
8.3 The Company will:
8.3.1 make back-ups of the Hosted Materials daily, and will retain such back-ups for up to 14 days; and
8.3.2 arrange for the off-site storage of a current back-up of the Hosted Materials
8.4 The Company will not make back-ups of email messages that have been downloaded by the Customer.
9. Services: general provisions
9.1 The Customer’s utilisation of Resources must not exceed the limits stated in the agreement. If the Customer’s utilisation of Resources exceeds those limits, the parties will endeavour to agree a variation to the Agreement. If the parties cannot agree such a variation within a reasonable period (being not more than 10 days) following notice from the Company to the Customer requesting such variation, and Resource utilisation continues to exceed those limits, the Customer will be deemed to be in material breach of the Agreement for the purposes of Section 20.
9.2 The Company may suspend some or all the Services to carry out scheduled maintenance or repairs. Subject to this, the Company will use reasonable endeavours to maintain the Services at the availability level specified on the website.
10. Customer Responsibilities
10.1 The Customer will provide the Company with information and documentation reasonably required for the provision of the Services, and the Customer will be responsible for procuring any third-party support reasonably required for the provision of the Services.
10.2 The Customer will be responsible for obtaining suitable licences of third-party software (such as email client software) which are required for the full use of the Services.
10.3 It is the Customer’s responsibility to keep any passwords relating to the Services confidential, and to change such passwords on a regular basis. The Customer will notify the Company immediately if it becomes aware that a password relating to the Services is or may have been compromised or misused.
11. Acceptable Use
11.1 The Customer must not use any of the Services:
11.1.1 to host, store, send, relay or process any Prohibited Content.
11.1.2 for any purpose which is unlawful, fraudulent, or infringes any third-party rights
11.1.3 in any way which may put the Company in breach of a contractual or other obligation owed by the Company to any internet service provider.
11.2 The Customer acknowledges that the Company does not plan to monitor the content of Hosted Materials or the use of the Services.
11.3 Where the Company reasonably suspects that there has been a breach of the provisions of this Section 13, the Company may:
11.3.1 delete or amend the relevant Hosted Materials, and/or
11.3.2 suspend any or all the Services and/or the Customer’s access to any or all Services while it investigates the matter.
11.4 Any breach by the Customer of this Section 13 will be deemed to be a material breach of the Agreement for the purposes of Section 20.
12. Charges and Payment
See main Terms & Conditions for payments terms.
13. Warranties
13.1 The Customer warrants to the Company that it has the legal right and authority to enter into and perform its obligations under the Agreement.
13.2 The Company guarantees the Customer:
13.2.1 that it has the legal right and authority to enter into and perform its obligations under the Agreement, and,
13.2.2 that it will perform its obligations under the Agreement with reasonable care and skill.
13.3 All parties’ liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related Contract.
14. Indemnity
14.1 The Customer hereby indemnifies and undertakes to keep indemnified the Company against all liabilities, losses, costs, expenses (including legal expenses and amounts paid upon advice in settlement of any legal action) arising out of or in connection with:
14.1.1 any breach by the Customer of any term of the Agreement; and
14.1.2 any activity upon, or any breach of security of, the Customer’s dedicated server.
15. Limitations and Exclusions of Liability
15.1 Nothing in the Agreement will:
15.1.1 limit or exclude the liability of a party for death or personal injury resulting from negligence
15.1.2 limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party
15.1.3 limit any liability of a party in any way that is not permitted under applicable law, or
15.1.4 exclude any liability of a party that may not be excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Section and elsewhere in the Agreement:
15.2.1 are subject to Section 16.1.
15.2.2 govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in Contract, in tort (including negligence) and for breach of statutory duty, and
15.3 The Company will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
15.4 The Company will not be liable for any loss of business, contracts or commercial opportunities.
15.5 The Company will not be liable for any loss of or damage to goodwill or reputation.
15.6 The Company will not be liable in respect of any loss or corruption of any data, database or software.
15.7 The Company will not be liable in respect of any special, indirect or consequential loss or damage.
15.8 The Company will not be liable for any losses arising out of a Force Majeure Event.
15.9 The Company’s liability in relation to any event or series of related events will not exceed the greater of:
15.9.1 the total amount paid by the Customer to the Company under the Agreement during the 1-month period immediately preceding the event or events giving rise to the claim.
15.10 The Company’s aggregate liability under the Agreement will not exceed the greater of:
15.10.1 the total amount paid or (if greater) payable by the Customer to the Company under the Agreement.
16. Data protection
16.1 The Customer permits that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under the Agreement, and that the processing of that Personal Data by the Company for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018).
16.2 Our processing of all data is subject to regulation which forms part of this agreement. Our responsibilities to you regarding your data and your rights regarding it are set out in these documents and are not covered here.
17. Confidentiality
17.1 Each party will keep confidential the Confidential Information of the other party and will not disclose that Confidential Information except as expressly permitted by this Section.
17.2 Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.
17.3 The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
17.4 These obligations of confidentiality will not apply to Confidential Information that:
17.4.1 has been published or is known to the public (other than because of a breach of the Agreement)
17.4.2 is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or
17.4.3 is required to be disclosed by law, or by an order (binding upon the relevant party) of a competent governmental authority, regulatory body or stock exchange.
18. Termination
18.1 Either party may terminate the Agreement at any time by giving written notice to the other party.
18.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
18.2.1 commits any material breach of any term of the Agreement, and:
18.2.2 the breach is not remediable; or
18.2.3 the breach is remediable, but the other party fails to remedy the breach within 10 days of receipt of a written notice requiring it to do so, or
18.2.4 fails to pay any amount due under the Agreement in full and on time.
18.3 Either party may terminate the Agreement immediately by giving written notice to the other party if:
18.3.1 the other party:
18.3.1.1 is dissolved
18.3.1.2 ceases to conduct all (or substantially all) of its business
18.3.1.3 is or becomes unable to pay its debts as they fall due
18.3.1.4 is or becomes insolvent or is declared insolvent; or
18.3.1.5 convenes a meeting or makes or proposes to make any arrangement or composition with its creditors
18.4 an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party
18.5 an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement);
18.6 (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs or is the subject of a bankruptcy petition or order.
19. Effects of termination
19.1 Upon termination all the provisions of the Agreement will cease to have effect.
19.2 Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.
19.3 If the Agreement is terminated by the Customer:
19.3.1 the Company will provide to the Customer an electronic copy of the Hosted Materials
19.3.2 the Company will provide such assistance as is reasonably requested by the Customer to transfer the hosting of the Hosted Materials to the Customer or another service provider, subject to payment of the Company’s reasonable expenses, and
19.4 The Customer will not be entitled to any refund of Charges on termination and will not be released from any obligation to pay Charges to the Company.
20 General
20.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by post, or sent by email, for the attention of the relevant person, and to the relevant address, email address given below in the case of the Company
20.1.1 Postal Address: 17 Samara Business Park, Heathfield Ind. Est. TQ12 6TR.
20.1.2 Email: support@jmv-solutions.co.uk
20.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
20.3 where the notice is delivered personally, at the time of delivery
20.4 where the notice is sent by first class post, 48 hours after posting; and
20.5 where the notice is sent by email, at the time of the transmission No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
20.6 If a section of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Sections of the Agreement will continue in effect. If any unlawful and/or unenforceable section would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the section will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Section will be deemed to be deleted).
20.7 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
20.8 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
20.9 The Company may subcontract any of its obligations under the Agreement to any third party.
20.10 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under the Agreement.
20.11 The Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
20.12 These Terms and Conditions are to be used in conjunction with the Company’s standard business Terms and conditionsThe Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.