Table of Contents
Services
Term
Payments
Law/AUP
Customer Information
Indemnification
Disclaimer of Warranties
Limitation of Damages
Suspension of Services/Termination
Request for Customer Information
Back Up Copy
Notices
Force Majeure
Miscellaneous
1. Services. Subject to the terms of this Agreement, and contingent on Customer's satisfaction of bbdimension's credit approval requirements, bbdimension agrees to provide the web hosting services described in the Order for the fees stated in the Order.
2. Term.
The initial service term of the Agreement shall begin on the date that bbdimension generates an e-mail 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 invoice). Upon expiration of the Initial Term, this Agreement shall automatically renew for up to three successive renewal terms of the same length as the Initial Term (each a Renewal Term) unless bbdimension or Customer provides the other with written notice of non-renewal at least thirty (30) 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.
3. Payments.
(a) Fees.
Fees are payable in advance on the first day of each billing cycle. Customer's billing cycle shall be monthly or annually as indicated on the Order, beginning on the Service Commencement Date. bbdimension may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorizes bbdimension to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise bbdimension will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order. Invoiced fees may be issued on or before the 1st day of each billing cycle, and the fees shall be due on the 14th day following invoice date, but in no event earlier than the first day of each billing cycle.
Payments must be made in United Kingdom Sterling (gbp). Customer is responsible for providing bbdimension with changes to billing information (such as credit card expiration, change in billing address) At its option, bbdimension may accrue charges to be made to a credit/debit card until such charges exceed £10.00. bbdimension may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. bbdimension may suspend the service without notice if payment for the service is overdue. Fees not disputed within sixty (30) days of due date are conclusively deemed accurate. Customer agrees to pay bbdimension's reasonable reinstatement fee following a suspension of service for non-payment, and to pay bbdimension's reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.
(b) Fee Increases. bbdimension may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least forty five (45) days prior to the beginning of the Renewal Term, 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 for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).
(c) Taxes. At bbdimension's request Customer shall remit to bbdimension all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on bbdimension), regardless of whether bbdimension fails to collect the tax at the time the related services are provided.
(d) Early Termination. Customer acknowledges that the amount of the fee for the service is based on Customer's agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event bbdimension 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 bbdimension's breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.
4. Law/AUP. Customer agrees to use the service in compliance with applicable law and bbdimension's Acceptable Use Policy posted at http://www.bbdimension ltd/files/tos/aup.php (the ?AUP?), which is hereby incorporated by reference in this Agreement. Customer agrees that bbdimension 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. Amendments to the AUP are effective on the earlier of bbdimension's notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with bbdimension's reasonable investigation of any suspected violation of the AUP. In the event of a dispute between bbdimension and Customer regarding the interpretation of the AUP, bbdimension's commercially reasonable interpretation of the AUP shall govern. All sites contents and folders MUST be in ENGLISH for all sites hosted on the network ( even resellers clients websites ), otherwise they will be subjexcted to immediate suspension or termination.
5. Customer Information. Customer represents and warrants to bbdimension that the information he, she or it has provided and will provide to bbdimension for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to bbdimension that he or she is at least 18 years of age. bbdimension 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 Contract.
6 Indemnification. Customer agrees to indemnify and hold harmless bbdimension, bbdimension'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.
7. Disclaimer of Warranties.
bbdimension DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW bbdimension 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.
8. Limitation of Damages.
NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR ANY LOST PROFITS, 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.
NOTWITHSTANDING ANYTHING ELSE IN THE
AGREEMENT TO THE CONTRARY, THE MAXIMUM
AGGREGATE LIABILITY OF bbdimension AND
ANY OF ITS EMPLOYEES, AGENTS OR
AFFILIATES, UNDER ANY THEORY OF LAW
(INCLUDING BREACH OF CONTRACT, TORT,
STRICT LIABILITY, AND INFRINGEMENT)
SHALL BE A PAYMENT OF MONEY NOT TO
EXCEED THE AMOUNT PAYABLE BY CUSTOMER
FOR THREE MONTHS OF SERVICE.
9. Suspension/Termination.
(a) Suspension of Service. Customer agrees that bbdimension may suspend services to Customer without notice and without liability if: (i) bbdimension reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) bbdimension 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 bbdimension's reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
(b) Termination. 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 bbdimension 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. The Agreement may be terminated by bbdimension prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon ten (10) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written notice from bbdimension describing the violation in reasonable detail; (iii) upon one (1) days 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. 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. bbdimension will terminate a account if the amount of cpu usage is too high at such a extent that server problems start occurring and other usage notice a decline in the running of service, we will also terminate accounts if they have or link to sites with the following material: Adult Material, MP3's/Copyrighted MUSIC Files or illegal/Proxy scripts/Mambo/Joomla Scripts.
10. Requests for Customer Information. Customer agrees that bbdimension 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 bbdimension 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.
11. Back Up Copy. Customer agrees to maintain a current copy of all content hosted by bbdimension nothwithstanding any agreement by bbdimension to provide back up services.
12. Changes to bbdimension's Network. Upgrades and other changes in bbdimension'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. bbdimension reserves the right to change its network in its commercially reasonable discretion, and bbdimension shall not be liable for any resulting harm to Customer.
13. Notices. Notices to bbdimension under the Agreement shall be given via electronic mail to the e-mail address posted for customer support on http://www.bbdimension ltd/files/support. 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.
14. Force Majeure. bbdimension shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond bbdimension'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, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
15. Miscellaneous. 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. This Agreement
may be amended only by a formal written
agreement signed by both parties. The
terms on Customer's purchase order or
other business forms are not binding on
bbdimension 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. 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. 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
bbdimension's prior written consent.
bbdimension's approval for assignment is
contingent on the assignee meeting
bbdimension's credit approval criteria.
bbdimension may assign the Agreement in
whole or in part.
All domain names which come free with a
selected hosting package are owned by bbdimension.
bbdimension has the right to continue to own
any domain name if free with the package, if the
client terminates their contract early. If the
client does not terminate the account early the
domain name will no longer be owned by us once its
allocated time runs out. In which the client can then
purchase it from there own registrar. Alternately if you
wish you would like to move and keep your current FREE
domain name then you can do this by paying a fee of £11.
All free domain names are provided on the understanding you
will be using bbdimension's webhosting services for the full
12 months.
16. In the event of a Act of God data
may be lost, bbdimension does not take
responsibility for any data loss during
a Act of God, please review chapter 11
of this document for more information.
If unsure how to backup data then
consult our frequantly asked questions
section:
http://www.bbdimension ltd/files/faq.
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.