Term of contract

The service contract covers the Service for a 12 month period.

The contract is renewable for a further 12 months at your discretion after the initial 12 month period. You will not be automatically billed for the Service for subsequent years - your consent will be sought prior to any renewal invoices being issued.

During any 12 month contract the price of the Service will not be changed, however we, Secure Hosting Limited, reserve the right to increase the price of the Service for subsequent years.

All charges for the Service are exclusive of VAT, which shall be due in addition, where applicable, at the prevailing rate.

Service charges are payable in advance by credit card, unless otherwise agreed by us.

Where any charges are overdue, we reserve the right to: charge you interest on overdue sums from the due date until the actual payment date (after as well as before any judgment) at the rate of 4% above the Bank of England's base rate and we reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and/or to suspend the provision of the Service to you until payment has been made in full.

We reserve the right to terminate the Service immediately at any time if you commit a material breach of your obligations under these terms which (if remediable) you do not remedy within 30 days of a written notice from us requesting its remedy; or if you cease to trade, become insolvent or are unable to pay your debts; or if someone is appointed to take control or manage all or part of your business or assets.

UPG Credits

Where you have acquired from us pre-paid UPG (Universal Payment Gateway) credits, the purchased transactions can be used at any time - there is no time limit in which they have to be used, however if you cancel or do not renew your SecureHosting account with us we cannot refund any unused transactions.

You must refer to UPG in any communications with your Acquirer when referring to the Service.

We reserve the right to terminate the Service in respect of UPG by giving written notice to you in the event that our contract with UPG is terminated for any reason.

Support

On purchase of the Service you are entitled to free, unlimited email and telephone support for the Service for the period of your contract, however in order to maintain the competitive price we do kindly request that you carefully study the documentation and instructions located within the account menu and also the FAQ section on our web site. Support is offered on UK working days between the hours of 09:00 and 17:30.

Usage

We impose no official maximum limit to the number of transactions that can be placed through your account. We reserve, however, the right to close immediately any accounts that make excessive use of the system to the detriment of other customers, and we will consequently refund the Service charges for any unused months in such circumstances.

Misuse

We reserve the right to close without notice and without refund any Service account that is being used for unsolicited bulk email distribution (spam), or is in any way connected with spam, or for selling any product or service that is illegal under the laws of the United Kingdom. We also reserve the right to refuse to provide or to withdraw our Service to businesses that we consider to be unsuitable for our company image, in our sole discretion and without providing a reason. In this situation we may close your account, delete all offending files from our servers and refund any fees paid for unused services.

You acknowledge that we have no control over any content placed on your payment website by customers and other visitors and we do not purport to monitor the content of your payment website. We reserve the right to require you to remove content from your payment website and/or to suspend the Services where we reasonably suspect such content is inappropriate content or is unlawful.

You agree to notify us immediately if you become aware of any unauthorised use of the Service.

You shall ensure that all passwords and other secure access data are kept confidential, used properly and not disclosed to unauthorised persons. You shall notify us immediately if you have any reason to believe that such security information has been compromised in any way.

Service Availability

We shall use all reasonable endeavours to ensure that the Service shall remain available for 99.98% of the time.

In the event of the Service becoming unavailable over the internet (other than for reasons of a Force Majeure Event or your default or action) for more than two hours from the time we first became aware of such loss of Service we shall notify you immediately via our status pages of such loss of service and provide you with regular updates as to when the Service is likely to become live again.

We undertake that whenever possible any significant maintenance of the servers on which the Service is located shall be undertaken outside the hours of 08:00 till 18:00, but we reserve the right to carry out any emergency maintenance work at any time, giving you as much warning as reasonably practicable.

We shall maintain such safeguards as we shall deem necessary against the destruction, loss or unauthorised access of your data and shall institute security procedures to restrict the destruction, corruption or unauthorised access to the Service, data and data files, including back up material.

We shall maintain and use such virus protection procedures and software as we deem necessary on our servers.

If the Service shall fail or break down we shall use our reasonable endeavours promptly to restore the service to its proper operating condition and shall notify you when this is the case.

We shall not be liable for any loss or damage sustained or incurred by you as a result of any failure or breakdown of your or our servers, the Service or any fault in the Service software.

Processing of transactions

Our responsibility only extends to accepting for processing on your behalf your payment transactions in accordance with these terms and conditions as part of the Service.

You acknowledge that the bank or other financial institution or other third party to whom you have instructed us to forward details of a transaction for authorisation, clearing and settlement (Acquirer) shall be solely responsible for settlement of transactions in accordance with your arrangements with that Acquirer.

We cannot be held responsible for any declined or fraudulent transactions, for whatever reason, nor for problems with submitting authorisations or settlements to Acquirers where the delays are caused by problems with either Acquirer or card scheme systems.

Acceptance by us of a transaction for processing and authorisation does not provide any guarantee that payment will be made by your Acquirer.

You agree to comply with any operating procedures which either we or your Acquiring Bank require from time to time.

We will seek to comply with any new standards required by you, an Acquirer or any other third party, but we cannot be held responsible for failings in the Service due to any Acquirer accreditations required, any chargebacks or disputes that result, or any fines or costs associated with disputed or failed transactions or general inability to use the Service.

It is your responsibility to inform us in writing of any card scheme or bank initiatives that affect your ability to process transactions via the Service, with at least 6 months' notice where practicable.

In the event that UPG or any other third party passes on to us any charges from Acquirers, card schemes or associated parties for type approval or similar, we reserve the right to require you to pay such charges. It is your responsibility to establish if any charges will be levied by your Acquirer or any third party's Acquirer or any other party in the processing of any transactions.

You shall comply fully with any obligations to the issuer of any charge, credit, debit or payment card (Cards) in relation to accepting Cards in payment for goods or services supplied by you.

You shall comply fully with any Acquirer and/or Card security scheme initiatives as shall be required from time to time, such as (but not limited to) the PCI DSS requirements set out at www.pcisecuritystandards.org.

You shall take all steps which we may reasonably require to assist us in dealing with any questions or complaints raised by any Card holder. Failure to do so may result in us terminating your right to use the Service.

You agree to keep us indemnified against all actions, claims, costs (including legal fees), damages, demands, expenses, losses and liabilities incurred by, or made against us, as a result of your acts, omissions or breach of these terms and conditions or any relevant law or in the event that we are deemed to be your agent.

3D Secure

We provide access to 3D Secure software (MPI) as a courtesy to our UPG merchant customers and whilst we will do our best to comply with general industry standards we cannot be held responsible for failings in the Service, any Acquirer accreditations required, any chargebacks or disputes that result, or any fines or costs associated with disputed or failed transactions or general inability to use the Service.

We cannot provide support in the event of chargebacks and disputes and you should contact your Acquirer with any queries relating to disputed or declined transactions. Furthermore, it is the merchant's responsibility to register their merchant numbers for 3D Secure with the relevant card schemes and Acquirers, and to ensure that payment pages/receipts and email confirmation receipts comply with the various card scheme and Acquirer requirements.

You agree to take all reasonable steps to detect and prevent fraud against us or any Card holder.

You agree to use the Service only for lawful purposes.

You recognise that we have no responsibility to monitor the content of data transferred via the Service.

Data Protection

You warrant and under take that any personal data (as defined in the Data Protection Act 1998) provided by you to us in relation to the Service has been obtain and has and shall be processed lawfully.

You shall indemnify us against any loss or damage which we may sustain or incur in our provision of the Service as a result of any breach by you of the Data Protection Act 1998.

Force Majeure

We shall not be deemed to be in breach of these terms and conditions if we cannot provide or are delayed in performing the Service due to a Force Majeure Event.

Force Majeure Event means any event arising which is beyond our reasonable control (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, power outage or electrical failure, theft of computers or related equipment, hostile computer attack, viruses, telecommunications or router failures, failure of the banking infrastructure or authorisation/settlement processes, non-availability of third party data centres, third party secure payment providers or hosting services, acts of terrorism, civil riot or war).

If we become aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing our obligations under these conditions we shall forthwith notify you of the period for which it is estimated that such failure or delay of the Service will continue. We shall take reasonable steps to mitigate the effect of the Force Majeure Event.

Limitation of liability

Nothing in these terms and conditions shall operate to exclude or limit Secure Hosting Limited's liability for death or personal injury caused by its negligence, or for any other liability which cannot be excluded or limited under applicable law.

We cannot be held responsible for any damages resulting from use of the Service, including without limitation damages for loss of business profits, business interruption, loss of business information, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

We shall not under any circumstances be responsible for any charges due from, or fraudulent use of the Service by you, your employees or agents or any third party, including your customers.

We do not give any guarantee or warranty that the Service will avert or prevent fraudulent uses of Cards or other transactions and you are recommended to consider obtaining insurance to protect you in such circumstances.

Subject to the above paragraphs, our aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with these conditions or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 120 % of the total charges payable by you to us for the Service under these terms and conditions in that calendar year.

We will rectify any bugs, in contradiction to the functionality stated within the sales documentation relating to the Service as appearing on our website, within at least 28 days of notification. These corrections will be issued free of charge. If it is found that such errors cannot be remedied after this period you may request a full refund. Claims for a refund can only be made within 60 days of purchase of the Service.

We do not offer refunds apart from in situations mentioned above. We provide a free evaluation period for clients to test the suitability of the Service prior to making a purchase, subject to our then current evaluation procedures and arrangements.

These terms set out the full extent of our obligations and liabilities in respect of the supply of the Service. All conditions, warranties or other terms concerning the Service which might otherwise be implied into these terms and conditions or any collateral contract (whether by statute or otherwise) are expressly excluded.

Intellectual Property Rights

All Intellectual Property Rights in the Service (excluding any content or trade marks used by you on your payment website) are owned or licensed by us. We hereby grant you a non-exclusive, non-transferable licence of such Intellectual Property Rights solely for the purposes of using the Service.

For the purpose of the above paragraph, 'Intellectual Property Rights' means all intellectual property rights wherever arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, patents, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.

You shall indemnify us against all damages, losses and expenses arising against us as a result of any action or claim that your payment website or any data or materials provided by you or any of your customers to us during the course of the Service infringes the Intellectual Property Rights or any other rights of a third party.

General

The Service is supplied subject to these terms and conditions to the exclusion of any other terms and conditions.

We may assign or sub-contract our rights and obligations under these terms, but you may not do so without our prior written consent.

Failure or delay by us in enforcing any of rights under these terms and conditions shall not be construed as a waiver of any of those rights by us.

These terms contain the entire agreement between us in relation to their subject matter and supersede any prior understanding, warranty or other representation (other than fraudulent misrepresentation).

If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected.

If an invalid or unenforceable provision would be valid or enforceable if some part of it were amended, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

These terms are only enforceable by the parties to them.

These terms are governed by English law and we each submit to the exclusive jurisdiction of the English courts.

Company resgistered details

SecureHosting UPG - Tel: +44 0845 474 9035

Registered in England - Company No: 4087620

Unit 7 Claymore, Tame Valley Industrial Estate, Tamworth, Staffordshire, B77 5DQ1

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