Master Services Agreement

1.1In this Agreement, the following terms have the meanings set out below.

1.2Agreement means this Master Services Agreement, the applicable Service Schedule, the Service Level Agreement, the Acceptable Use Policy, the Data Processing Addendum, the Privacy Policy and any Order.

1.3Business Day means Monday to Friday excluding public holidays in England and Wales.

1.4Charges means the fees payable by the Customer for the Services.

1.5Customer Data means data, content, files, applications, databases, configurations and other materials stored, transmitted or processed using the Services.

1.6Order means an order, online checkout, service order, renewal, quotation or other agreed request for Services.

1.7Services means the products and services supplied by Hosting UK.

1.8Service Schedule means the service-specific terms that apply to a particular Service.

2.1This Agreement governs all Services supplied by Hosting UK.

2.2Where a Service has its own Service Schedule, that Service Schedule applies in addition to this Agreement.

2.3If there is a conflict between documents, the following order of precedence applies: the Order, the relevant Service Schedule, the Service Level Agreement, this Master Services Agreement, then applicable Policies.

3.1An Order placed by the Customer is an offer to purchase Services.

3.2An Order is accepted when Hosting UK confirms acceptance, activates the Service or starts providing the Service.

3.3Any dates given for provisioning or commencement are estimates unless expressly stated to be binding in writing.

4.1Hosting UK shall provide the Services with reasonable skill and care.

4.2Hosting UK may modify Services where reasonably necessary to improve performance, maintain security, comply with law or comply with supplier requirements.

4.3Hosting UK does not control the content transmitted, stored or made available by the Customer using the Services.

5.1The Customer shall provide accurate information, maintain current contact details and co-operate with Hosting UK where reasonably required.

5.2The Customer is responsible for keeping usernames, passwords, API keys and account access secure.

5.3Unless expressly included in a Service Schedule, the Customer is solely responsible for maintaining current and recoverable backups.

5.4The Customer shall comply with the Acceptable Use Policy and all applicable laws.

6.1Charges are payable in advance unless otherwise agreed in writing.

6.1.2Charges and billing frequency are set out in the Order, online checkout, quotation or Customer Portal.

6.1.3Time for payment shall be of the essence.

6.2The Customer must maintain a valid Direct Debit, credit card, debit card or other approved payment method for the duration of the Agreement.

6.3Hosting UK may agree to accept payment by bank transfer. Cleared funds must be received no later than five Business Days before the invoice due date.

6.4All Charges are exclusive of VAT and applicable taxes.

6.5All payments shall be made in full without deduction or set-off.

6.6The Customer authorises Hosting UK to collect recurring Charges until the Services terminate or cancellation is received.

6.7Hosting UK may charge interest on overdue amounts at 4% above the Bank of England Base Rate, calculated daily, and reserves the right to claim under the Late Payment of Commercial Debts (Interest) Act 1998.

6.8Hosting UK may suspend Services where invoices remain unpaid.

6.9If an unjustified chargeback occurs, all outstanding Charges, bank charges, recovery costs and a £50 administration fee per chargeback become immediately payable.

6.10Hosting UK may allocate payments against outstanding invoices as it reasonably determines.

6.11The Customer shall reimburse failed Direct Debit fees, collection costs, bank charges and payment processor costs.

6.12Payments made via unauthorised methods may incur an administration fee of £25 per item.

6.13All Charges become immediately due upon termination.

6.14Price changes are governed by Section 7 of the Agreement.

7.1Services renew automatically unless cancelled in accordance with the applicable cancellation process.

7.2Hosting UK may change Charges by providing at least thirty (30) days' notice.

7.3Price changes may reflect supplier costs, power costs, licensing costs, inflation, taxation or regulatory changes.

8.1Hosting UK may suspend Services where Charges remain unpaid, the Customer breaches the Agreement, the Services are abused, or continued provision creates a security, legal or operational risk.

8.2Suspension does not prevent Hosting UK from later terminating the Agreement.

8.3Either party may terminate for material breach where the breach is not remedied within thirty (30) days of written notice.

9.1The Customer acknowledges that no internet-connected service can be guaranteed to be entirely secure, uninterrupted or free from vulnerabilities.

9.2Hosting UK may take emergency action to protect the Services, other customers, infrastructure or network integrity.

9.3Such emergency action may include restricting access, applying patches, disabling services, blocking traffic or temporarily suspending Services.

10.1Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud or any liability that cannot lawfully be excluded.

10.2Subject to clause 10.1, Hosting UK's aggregate liability in any twelve-month period shall not exceed the Charges paid for the affected Service during the preceding twelve months.

10.3Hosting UK shall not be liable for indirect loss, consequential loss, loss of profit, loss of business, loss of goodwill, loss of anticipated savings or loss of data.

11.1Each party shall comply with its obligations under applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.

11.2Where Hosting UK processes personal data on behalf of the Customer, the Data Processing Addendum applies and forms part of the Agreement.

11.3The Customer is the controller and Hosting UK is the processor in respect of Customer Data unless expressly agreed otherwise.

11.4The Customer warrants that it has all necessary rights, consents and lawful bases to provide personal data to Hosting UK for processing under the Agreement.

12.1Each party shall keep confidential all non-public information disclosed by the other party that is identified as confidential or would reasonably be regarded as confidential.

12.2Confidential information may only be used for the purpose of performing obligations under the Agreement.

12.3The obligations of confidentiality do not apply to information that is or becomes publicly available other than by breach, is independently developed, or is required to be disclosed by law or a regulator.

12.4Confidentiality obligations survive termination of the Agreement for a period of three (3) years.

13.1Neither party shall be liable for delay or failure to perform its obligations caused by events beyond its reasonable control, including cyber attacks, ransomware, zero-day vulnerabilities, denial-of-service attacks, industrial action, supplier failures, power outages, telecommunications failures, acts of government, epidemics or natural disasters.

13.2The affected party shall notify the other party as soon as reasonably practicable and take reasonable steps to mitigate the effect of the event.

13.3If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Services on written notice without liability.

14.1The Customer may not assign the Agreement without Hosting UK's prior written consent.

14.2Hosting UK may sub-contract performance of any part of the Services provided it remains responsible for the acts and omissions of its sub-contractors.

14.3No failure or delay in enforcing any right under the Agreement shall operate as a waiver of that right.

14.4If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.5The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings.

14.6Nothing in the Agreement is intended to confer any right on any third party under the Contracts (Rights of Third Parties) Act 1999.

14.7The Agreement is governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.

14.8Use of Services involving payment card processing is subject to our PCI DSS and Payment Card Compliance Policy.

15.1Mutual respect. Great service is a two-way street. Our team is committed to treating every Customer with courtesy, patience and professionalism, and we ask the same in return. All communication with our staff, by phone, email, live chat, ticket or any other channel, should be respectful and constructive.

15.2Fairness. We will always deal with the Customer fairly, honestly and transparently. If something goes wrong, tell us and we will work with the Customer to put it right. In turn, the Customer shall raise concerns with us directly and give us a reasonable opportunity to resolve them before escalating elsewhere.

15.3Unacceptable behaviour. We operate a zero-tolerance policy on abuse toward our people. The following behaviour, when directed at any Hosting UK employee, contractor or representative, is strictly prohibited: (a) verbal abuse, shouting, threats or intimidation; (b) racist, sexist, homophobic, transphobic, ableist or otherwise discriminatory language; (c) harassment, bullying or personal attacks; (d) sexually inappropriate comments or conduct; (e) threats of violence, or physical or reputational harm; and (f) persistent, deliberately obstructive or bad-faith conduct designed to distress staff.

15.4Consequences. Where a Customer engages in any behaviour described in clause 15.3, Hosting UK reserves the right, at its sole discretion and without prior notice, to: (a) suspend or terminate the Customer's account and all associated Services; (b) withhold further support until the matter has been reviewed; (c) refuse to accept future business from the individual or organisation concerned; and (d) report unlawful conduct (including threats or hate speech) to the relevant authorities. Termination under this clause is not a breach of the Agreement by Hosting UK and does not entitle the Customer to a refund of fees already paid. Reasonable notice will be given where practical to allow migration of data, save where the behaviour is severe, unlawful or poses a risk to our staff, in which case termination may be immediate.

15.5Our commitment to the Customer. If the Customer ever feels they have been treated unfairly or disrespectfully by a member of our team, please contact our leadership team. Every complaint is taken seriously, investigated properly and responded to in writing.