[Service Agreement - General Terms]
- We do not allow Warez or illegal MP3 sites.
- Adult content must be UK-legal.
- Users must not participate in any form of un-solicited bulk e-mailing or spam.
- IRC services are not allowed.
- Data stored on your server is not guaranteed to be backed up unless you have purchased a backup service. It is recommend that you keep an independent copy of all data stored on your server.
- You must not divulge your passwords to any other person, and you should take reasonable precautions to ensure that it is not discovered by other people.
- We shall not be held liable for any loss or damages caused by the use or misuse, unavailability or removal of services.
- We reserve the right to cancel your services at any time without notice in the event of a breach in these Terms and Conditions.
- Should your account be closed, all files (including web pages etc.) will be deleted.
- We reserve the right to amend and update these Terms and Conditions and the Acceptable Use Policy at any time without notice.
- "Memset®", "we" or "us" means Memset Limited.
- "Customer" or "you" means the person, firm or company that has requested any Services.
- "Service" or "Services" means any services supplied or to be supplied by Memset®, including but not limited to the provision of Internet hosting services.
- "Order" means the electronic Service order annexed herein by reference.
- "Server" means an Internet-connected server, virtual or otherwise, provided by Memset® for the Customer's use.
This agreement is made by and between Memset® and the Customer:
This agreement is intended to cover any and all Services provided by Memset® and received by the Customer. This agreement contains the entire understanding between Memset® and Customer with respect to the Services described in the Order and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between Memset® and the Customer. The Customer acknowledges and agrees that its entire right relating to Memset® Services are as set forth in this agreement.
Subject to the terms and conditions of this agreement, Memset® agrees to provide the Internet hosting services specified in the Order. Subject to Customer's right to terminate this agreement in accordance to Section 4.2 of this agreement, Memset® may expand or contract the scope of Memset®'s services by issuing an amended order form to the Customer in advance of such change.
2. Initial Term
The initial term of this Agreement is stated in the Order ("Initial Term"). The Initial Term shall not commence until Memset® accepts the Order from the Customer and until first payment as set out in the Order is made in full by the Customer for Services to be provided during the Initial Term.
3. Renewal Term
Unless terminated by Memset® or in accordance with Section 4.2 of this Agreement, this Agreement will automatically renew for successive terms of equal length to the Initial Term at the applicable rate and discounts.
4. Fees and Payment
The Customer agrees to pay Memset®, without limitation, for the Services it uses. Memset® reserves the right to charge the Customer standard hourly rates as specified in the support matrix, to cover the resolution of excessive or unusual problems or complaints.
4.1 Invoices - Invoices are emailed to the current billing email address. Unless stated in 4.4 exceptions below Monthly Service Fees are invoiced thirty-seven (37) days in advance and due thirty (30) days in advance.
Clients are fully responsible to ensure payment of all amounts due are paid on time independently of receiving invoice or billing notifications by email from Memset®. Overdue accounts may be disconnected at any time after the expiry date. All data will be deleted after 2 weeks unless alternative arrangements are made with Memset®.
4.2 Cancellation Policy - Unless stated in under 4.4 exceptions or otherwise negotiated in writing, all Service contracts are one rolling month. In order to cancel a Service contract the Customer must notify Memset® via the online cancellation form. The minimum contract term is 30 days, therefore if a service is cancelled with less than 30 days remaining an invoice will be issued for the additional days. There are no partial refunds or credits for early cancellations. All payments to Memset® are final and non-refundable.
4.3 Overdue payments - All invoices are due within 14 days of the stated invoice date. At our discretion we may refer overdue payments to our debt collections agency, and in that event an administration charge will be added to the outstanding amount. The value of the administration charge is discretionary, but would be a minimum of 25% of the overdue amount.
4.4 Exceptions - Some of our Services have different payment and cancellation terms. They are listed below:
4.4.1 Miniserver VM® - Miniserver VM® virtual servers may be purchased by the month or by the hour. If purchased by the month the cancellation notice period is 7 days. If purchased by the hour the cancellation notice period is one hour. By the hour Miniserver VM® virtual servers are billed for in arrears. Cancellation request notifications are made via the online forms.
4.4.2 Memstore™ - Memstore™ cloud storage is chargeable only when it is being used to store data. Those charges are accumulated by the hour and are charged in arrears. The cancellation notice period is one hour, however charges will also cease to accumulate if the Customer deletes all data in their Memstore™ account.
4.4.3 Discounts and Special Offers - Where the Customer orders Services in conjunction with Discount Codes or Special Offers, such offers can only be used on a new order and will be on the basis of one offer per customer.
Discount codes and Special Offers can be used by both new customers and existing customers, but will apply only on new orders. No discount code or offer can be applied to an existing server.
Once the special terms of the discount code have been consumed, the original pricing for the server will apply.
The "FREE" period or offer period will be at the end of the term of contract. i.e. on a 10 months for 12 months offer, months 1 to 10 will be paid for and months 11 and 12 will be free. For the avoidance of doubt this means that if a Customer signs up for this offer and cancels within the term they will be refunded only the period of paid for time. By way of illustration, if Customer places an order on a "10 for 12" offer and cancels after 5 months (for example on a dedicated server which has a 30 day cancellation) the cancellation period will be month 6 with the Customer being refunded month 7, 8, 9, 10 but not 11 or 12.
5. Acceptable Use Policy
Customers shall at all times comply with and help ensure that they and their clients comply with the terms of the current version of the Acceptable Use Policy (AUP) posted at www.memset.com/about-us/aup.php. Customer agrees that Memset® may amend the terms of the AUP from time to time by posting a new or different version of the Acceptable Use Policy at www.memset.com. For existing customers, changes shall come into effect one month after they are published on the Memset® website. The Customer shall include the terms and conditions set out in the Acceptable Use Policy in an Acceptable Use Policy with its own clients.
6. Response Times, Guarantees
i) Firewall Management; Packet Patrol™ is a Managed Router Level Firewall that will hold the configuration and rules for the security of the customers server. "Managed" means that Memset® is responsible for the set up and the ongoing setting of rules and policies of this with guidance from the Customer. Changes to the Firewall are at the customer's request and these changes are guaranteed to be put in place within two hours during normal office hours Monday to Friday 9-5.30pm and outside of office hours within twelve hours. The only exceptions to this would be if the Firewall rules need to be changed due to any current security issue eg: DOS or attempted hack and this would then mean a response time of fifteen minutes 24 by 7. Memset® will advise if a Firewall change would cause disruption to the customer's server.
ii) Hardware Maintenance; Memset® is responsible for the replacement of any hardware components that fails. This includes chassis, PSU, disks, memory and motherboard of the server. The customer will not be charged for any failure or replacement of hardware. In the case of a hardware fault which results in a server failure Memset® will replace the faulty hardware within 3 hours of isolating the cause of failure. All of our Servers use RAID disk configuration so in the event of a single disk failure no disruption to service should occur and the replacement would be carried out at a mutually convenient time.
iii) Connection Guarantees; We guarantee that all of our UK Servers are within a maximum of twenty milliseconds of 95% of UK residences. We have triple redundant uplinks via physically diverse cables into the UK backbone to ensure maximum connectivity uptime. Where the connection is metered we guarantee that the full burst capability will be available at all times. Where the Server's connection is unmetered, we guarantee that the maximum divided by the contention will be available at all times (eg. 2Mbps in the case of a 10Mbps connection with 5:1 contention). In general, we attempt to ensure that an unmetered connection's maximum burst is available at least 80% of the time, and have a large contention pool to ensure that.
iv) Response Times; Response time is defined as the time it takes to identify a fault and report back to the customer by either of the following methods; E-Mail, SMS or telephone call. The customer is responsible for ensuring that Memset® has the correct contact details. Memset® will advise all customer's who have the Advanced Port Patrol™ option correctly configured of any service failure (eg. HTTP, SMTP, SSH) via SMS or E-Mail within five minutes of any fault being diagnosed. Response times of non-urgent questions or queries via e-mail will be dealt with in business hours with a guaranteed response time of two hours.
Memset® will guarantee that if a customer can prove that any of the above services or response times have not been met the customer shall receive a day's credit for every incident up to a maximum of 10 days credit within any calendar month.
7. 99.95% Availability Guarantee
We endeavour to provide the most reliable infrastructure as practical to Customers. To Customers in good financial standing with us we guarantee that the following aspects of our services are available 99.95% of the time in a year, excluding scheduled maintenance:
i) Network; The network is defined as core network infrastructure up to your server or other Service but excluding the server hardware, services and software running on your server. Network downtime (and "outage") is measured from the moment the Customer notifies our support team of a network failure to the time the Network responds to an external "ping" request.
ii) Memstore™; Memstore™ is our cloud storage solution. We guarantee Memstore™ Customer data will be available 99.95% of the time in a year via the Memstore™ interfaces.
"Outage" means a failure of the Network or Memstore™ as defined above. Notification of an outage must occur at the time of the outage and not after the fact. The Customer will be refunded 1 day's worth (3.4%) of their monthly hosting fee in the event that the total outage period in one month exceeds 22 minutes (0.05% of a month), and an additional day for each additional 30 minutes of downtime up to 50% of the Customer's monthly hosting fee.
Refunds shall not be provided to the Customer if the outage results from: a) scheduled maintenance; b) circumstances beyond our reasonable control, including, but not limited to: dDoS or other network attacks, upstream or 3rd party network outages, war, fire, flood, sabotage, labour disturbance, acts of government; c) any actions or inactions of you or any third party; d) breaking this Agreement or our Acceptable Use Policy.
8. Temporary Service Suspension
The Customer agrees that it may be necessary for Memset® to Temporarily suspend Services for technical reasons or to maintain the Memset® network, the equipment or any other facilities, the timing of which will be as determined by Memset®. Such suspension of the Services will not be an interruption of the Memset® Services for the purpose of calculating network availability or the Customer's entitlement to credit for network interruption.
9. Emergency Service Suspension
Memset® may interrupt the Services at any time for any duration of time, without penalty or liability for any claim by the Customer, where necessary to prevent improper or unlawful use of Memset® Services or network. Such suspension of Services will not be an interruption for the purpose of calculating network availability or the Customer's entitlement to credit for network interruption.
10. Daily Backups
Memset® offers daily and snapshot backups of critical data files. If a customer has chosen the Daily Backup Option then it is Memset®'s responsibility to ensure we have a Backup of the customer's chosen data. It is the customer's responsibility to ensure that any backup folder creation or similar is set up in order for us to take the backups. Memset® cannot be held responsible for the integrity of the customer's data or the fact that the data may be corrupt. The Customer will hold Memset® without penalty or liability for any claim resulting from a failed backup and/or restore procedure.
11. Compromised /Hacked Server
A compromised or "hacked" server is a serious threat to our network. Memset®, at its sole discretion, will take any and all measures to prevent a compromised server from doing additional damage to its own system and files or to the rest of the network. Determination that a server has been compromised: By the Customer - If you believe your system may have been hacked, immediately report the situation to Memset® technical support. Memset® will examine your system and may implement additional monitoring of your system. By Memset® - If a Memset® System Administrator believes a server on our network is compromised, Memset® will: 1) disconnect the server from the network, 2) contact the client, and 3) provide evidence of the server being "hacked".
12. Termination of Agreement
If Customer breaches any of its obligations under this agreement or the Acceptable Use Policy (AUP) then Memset® may terminate this agreement at any time and without prior notice.
13. Limitation of Liability
Customer acknowledges and agrees neither Memset® nor any of its members, shareholders, directors, officers, employees or representatives will be liable for any special, indirect, consequential, punitive or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with this agreement. If, despite the foregoing limitations, Memset® or any of its shareholders, directors, officers, employees or representatives should become liable to Customer or any other person in connection with this agreement for ANY REASON, then the maximum aggregate liability of Memset®, its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount payable by Customer to Memset® for one month of service under this agreement.
Customer will indemnify and save harmless Memset® and its members, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against Memset® or any of its members, shareholders, directors, officers, employees and representatives in connection with Customer's negligence, activities or omissions, or breaches of its obligations under this agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by Customer.
15. Customer Acknowledgement
Customer acknowledges that it accepts all risk of any unauthorised or illegal use of the Memset® network or any inter-connected network by third parties. Memset® provides no warranties, makes no representations, and accepts no liability for the unauthorised or illegal access or interference with the Customer's server/network unless such access or interference is caused by the intentional unlawful acts of Memset®, its agents or employees.
16. IP Address Ownership and Usage
Memset® assigns IP (Internet Protocol) addresses to Customers for their use. Customers have no right to use Memset® IP addresses not assigned to them, to move IPs between different servers or account or in ways not permitted by Memset®. Memset® maintains ownership of all IP addresses that are assigned to Customers and reserves the right to change or remove them at its sole and absolute discretion. Typically, however, these changes are rare and made only at the request of RIPE & ARIN or an upstream provider. PLEASE NOTE: The allocation of IP addresses is restricted by the policies of RIPE & ARIN. These policies now dictate that name-based hosting MUST be used whenever possible. Memset® reserves the right to periodically review IP address usage and revoke authorisation to use those IP addresses not being utilised or where name-based hosting could be used.
17. Memset® Administrative Account and Software
For the purposes of Network/Server maintenance, inventory and related activities, Memset® staff and management retain the right to administrative access to any and all Servers on their network. To facilitate this, all Memset® Servers include a Memset® administrative account and/or daemon designed for these purposes. See Acceptable Use Policy (AUP) for more details.
18. Governing Law
This Agreement is governed by the law of England, and the Customer agrees that any court action brought under this agreement shall be brought in the jurisdiction of England. If any provision of this agreement is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the provision shall be deemed to be severable from the remaining provisions and shall not affect their validity or enforceability.