Lizard Hosting terms and conditions

Please read these Terms and Conditions carefully. All contracts that Lizard Hosting may enter into from time to time for the provision of Lizard Hosting’s services shall be governed by these Terms and Conditions, and Lizard Hosting will ask the Customer for the Customer’s express electronic or written acceptance of these Terms and Conditions before providing any such services to the Customer.

1. Definitions

1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:

“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

“Business Day” means any weekday other than a bank or public holiday in the United Kingdom;

“Business Hours” means the hours of 09:00 to 17:00 GMT on a Business Day;

“Charges” means the following amounts:

(a) the amounts specified in the Customer Portal order checkout process; and

(b) such amounts as may be agreed by the parties in writing, orally, or otherwise from time to time;

“Confidential Information” means the Host Confidential Information and the Customer Confidential Information;

“Contract” means a contract made under these Terms and Conditions between the Host and the Customer;

“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);

“Customer” means the person or entity identified as such in Section 1 of the Services Order Form;

“Customer Confidential Information” means:

(a) any information disclosed by or on behalf of the Customer to the Host at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as “confidential” or should have been understood by the Host (acting reasonably) to be confidential.

“Customer Indemnity Event” has the meaning given to it in Clause 12.3;

“Customer Personal Data” [means any Personal Data that is processed by the Host on behalf of the Customer in relation to the Contract][, but excluding [personal data] with respect to which the Host is a data controller];

“Data Protection Laws” means [all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679)];

“Effective Date” means [the date upon which the parties execute a hard-copy Services Order Form; or, following the Customer completing and submitting the online Services Order Form published by the Host on the Host’s website, the date upon which the Host sends to the Customer an order confirmation];

“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 the internet or any public telecommunications network, hacker attacks, denial of service 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)];

“Host” means Lizard Hosting, a business established under the laws of England and Wales having its principal place of business at 20 Penylan Road, Blackwood, Caerphilly, NP12 0AY.

“Host Confidential Information” means:

(a) any information disclosed by or on behalf of the Host to the Customer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential.

“Host Indemnity Event” has the meaning given to it in Clause 12.1;

“Hosted Data” means all data, works and materials: uploaded to or stored on the Hosting Platform by the Customer, or by any third party using any software made available by means of the Hosting Platform; transmitted by the Hosting Platform at the instigation of the Customer, or at the instigation of any third party using any software made available by means of the Hosting Platform; or supplied by the Customer to the Host for uploading to, transmission by or storage on the Hosting Platform;

“Hosting Account” means an online account enabling a person to configure and manage the Hosting Services;

“Hosting Platform” means the platform managed by the Host and used by the Host to provide the Hosting Services, including [the application, database, system and server software used to provide the Hosting Services, and the computer hardware on which that application, database, system and server software is installed;

“Hosting Services” means those web hosting services specified in Section 3 of the Services Order Form which will be made available by the Host to the Customer as a service via the internet in accordance with these Terms and Conditions;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Minimum Term” means, in respect of the Contract, the period of 1 months beginning on the Effective Date;

“Personal Data” has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

“Services Order Form” means an online order form published by the Host and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

“Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2]; and

“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions, the Schedules and the Services Order Form, including any amendments to that documentation from time to time.

2. Term

2.1 The Contract shall come into force upon the Effective Date.

2.2 The Contract shall continue in force indefinitely, subject to termination in accordance with Clause 15.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Hosting Services

3.1 If the Customer has ordered Hosting Services, the Hosting Platforms will automatically generate a Hosting Account for the Customer on the Effective Date and will provide to the Customer login details for that Hosting Account.

3.2 If the Customer has ordered Hosting Services, Lizard Hosting hereby grants to the Customer a right to use the Hosting Services during the Term

3.3 The Customer shall use reasonable endeavours, including reasonable security measures relating to Hosting Account access details, to ensure that no unauthorised person may gain access to the Hosting Account or any element of the Hosting Services that is accessible using the Hosting Account

3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Host to the Customer under Clause 3.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Hosting Account;

(b) the Customer must not permit any unauthorised person to access or use the Hosting Account; and

(c) the Customer must not make any alteration to the Hosting Platform, except as expressly permitted by the documentation supplied by the Host to the Customer.

3.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to Hosting Account access details, to ensure that no unauthorised person may gain access to the Hosting Account or any element of the Hosting Services that is accessible using the Hosting Account.

3.6 The Customer shall have no administrative access or administration rights in relation to the Hosting Platform, save to the extent that the Host has expressly agreed otherwise in writing.

3.7 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosting Services.

3.8 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosting Services with the authority of the Customer comply with Schedule 1 (Acceptable Use Policy).

3.9 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Hosting Platform, either during or after the Term.

3.10 The Host may suspend the provision of the Hosting Services if any amount due to be paid by the Customer to the Host under the Contract is overdue, and the Host has given to the Customer at least 7 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosting Services on this basis.

4. Customer obligations

4.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to Lizard Hosting, or procure for Lizard Hosting, such:

(a) co-operation, support and advice;

(b) information and documentation; and

as are reasonably necessary to enable Lizard Hosting to perform its obligations under the Contract.

4.2 The Customer must provide to Lizard Hosting, or procure for Lizard Hosting, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by Lizard Hosting to enable Lizard Hosting to perform its obligations under the Contract.

5. Hosted Data

5.1 The Customer hereby grants to Lizard Hosting a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Hosted Data to the extent reasonably required for the performance of Lizard Hosting’s obligations and the exercise of Lizard Hosting’s rights under the Contract, together with the right to sub-license these rights to its own hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Lizard Hosting’s obligations and the exercise of Lizard Hosting’s rights under the Contract.

5.2 The Customer warrants to Lizard Hosting that the Hosted Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

5.3 If Lizard Hosting reasonably suspects that any element of the Hosted Data breaches Clause 5.2, or breaches any provision of Schedule 1 (Acceptable Use Policy), Lizard Hosting may edit or delete the relevant Hosted Data to the extent reasonably necessary to ensure that it no longer breaches that provision.

5.4 Lizard Hosting shall create a back-up snapshot of the Hosted Data at least daily, shall ensure that each such snapshot is sufficient to enable Lizard Hosting to restore the Hosting Services to the state they were in at the time the snapshot was taken, and shall retain and securely store each such snapshot for a period of 30 days.

5.5 Within the period of 1 Business Day following receipt of a written request from the Customer, Lizard Hosting shall use all reasonable endeavours to restore to the Hosting Platform the Hosted Data stored in any back-up snapshot created and stored by Lizard Hosting in accordance with Clause 5.4. The Customer acknowledges that this process will overwrite the Hosted Data stored on the Hosting Platform prior to the restoration.

5.6 Save to the extent expressly provided otherwise in these Terms and Conditions, the Customer shall be responsible for creating and maintaining back-ups of the Hosted Data and any other relevant data relating to the Hosting Services, and if necessary for restoring such data to the Hosting Platform.

5.7 Upon the date of effective termination of the Contract, Lizard Hosting shall make available to the Customer for download an electronic copy of the Hosted Data (as constituted upon that date). Lizard Hosting shall however have no obligations under this Clause 5.7 to make available such Hosted Data if any amounts payable by the Customer to Lizard Hosting under the Contract are due but unpaid upon that date. The Customer acknowledges that whilst Lizard Hosting may delete the Hosted Data from its computer systems following termination, Lizard Hosting may also retain such Hosted Data after termination for legal compliance and/or technical reasons, subject in each case to the other provisions of the Contract.

6. No assignment of Intellectual Property Rights

6.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Lizard Hosting to the Customer, or from the Customer to Lizard Hosting.

7. Charges

7.1 The Customer shall pay the Charges to Lizard Hosting in accordance with these Terms and Conditions.

7.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.

7.3 Lizard Hosting may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation expiring on any anniversary of the date of execution of the Contract, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds 8% over the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 7. (or, if no such variation has occurred, since the date of execution of the Contract), in the Retail Prices Index (all items) published by the UK Office for National Statistics.

8. Payments

8.1 Lizard Hosting shall issue invoices for the Charges to the Customer from time to time during the Term.

8.2 The Customer must pay the Charges to Lizard Hosting within the period of 7 days following the issue of an invoice in accordance with this Clause 8.

8.3 The Customer must pay the Charges by PayPal, Square, debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by Lizard Hosting to the Customer from time to time).

8.4 If the Customer does not pay any amount properly due to Lizard Hosting under these Terms and Conditions, Lizard Hosting may:

(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

9. Confidentiality obligations

9.1 Lizard Hosting must:

(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer.

(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as Lizard Hosting uses to protect Lizard Hosting’s own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Customer Confidential Information.

9.2 The Customer must:

(a) keep Lizard Hosting Confidential Information strictly confidential;

(b) not disclose Lizard Hosting Confidential Information to any person without Lizard Hosting’s prior written consent, and then only under conditions of confidentiality approved in writing by the;

(c) use the same degree of care to protect the confidentiality of Lizard Hosting Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to Lizard Hosting Confidential Information.

9.3 Notwithstanding Clauses 9.1 and 9.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and ]who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

9.4 No obligations are imposed by this Clause 9 with respect to a party’s Confidential Information if that Confidential Information:

(a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the other party; or

(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

9.5 The restrictions in this Clause 9 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

9.6 Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.

9.7 Following the termination of the Contract, and within 5 Business Days following the date of receipt of a written request from the other party, the relevant party must destroy or return to the other party (at the other party’s option) all media containing the other party’s Confidential Information, and must irrevocably delete the other party’s Confidential Information from its computer systems.

9.8 The provisions of this Clause 9 shall continue in force indefinitely following the termination of the Contract.

10. Data protection

10.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

10.2 The Customer warrants to Lizard Hosting that it has the legal right to disclose all Personal Data that it does in fact disclose to Lizard Hosting under or in connection with the Contract.

10.3 The Customer shall only supply to Lizard Hosting, and Lizard Hosting shall only process, in each case under or in relation to the Contract, the Personal Data of Data Subject categories and types explicitly notified to Lizard Hosting in a Data Processing Agreement; and Lizard Hosting shall only process the Customer Personal Data for the following purposes: to provide hosting and hosting services to the Customer, and to provide support to the Customer relating to these hosting and hosting services.

10.4 Lizard Hosting shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 10.

10.5 Lizard Hosting shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

10.6 Lizard Hosting shall promptly inform the Customer if, in the opinion of Lizard Hosting, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

10.7 Notwithstanding any other provision of the Contract, Lizard Hosting may process the Customer Personal Data if and to the extent that Lizard Hosting is required to do so by applicable law. In such a case, Lizard Hosting shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

10.8 Lizard Hosting shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

10.9 Lizard Hosting and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including the measures specified in the information security policy of Lizard Hosting (as it may be updated by Lizard Hosting from time to time)

10.10 Lizard Hosting must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, Lizard Hosting shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then Lizard Hosting must not implement the changes. Lizard Hosting shall ensure that each third party processor is subject to the same legal obligations as those imposed on Lizard Hosting by this Clause 10.

10.11 As at the Effective Date, Lizard Hosting is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data.

10.12 Lizard Hosting shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

10.13 Lizard Hosting shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. Lizard Hosting may charge the Customer at its standard time-based charging rates for any work performed by Lizard Hosting at the request of the Customer pursuant to this Clause 10.13.

10.14 Lizard Hosting must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 36 hours after Lizard Hosting becomes aware of the breach.

10.15 Lizard Hosting shall make available to the Customer all information necessary to demonstrate the compliance of Lizard Hosting with its obligations under this Clause 10 and the Data Protection Laws. Lizard Hosting may charge the Customer at its standard time-based charging rates for any work performed by Lizard Hosting at the request of the Customer pursuant to this Clause 10.15, providing that no such charges shall be levied with respect to the completion by Lizard Hosting (at the reasonable request of the Customer, not more than once per calendar year) of the standard information security questionnaire of the Customer.

10.16 Lizard Hosting shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

10.17 Lizard Hosting shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of Lizard Hosting’s processing of Customer Personal Data with the Data Protection Laws and this Clause 10. Lizard Hosting may charge the Customer at its standard time-based charging rates for any work performed by Lizard Hosting at the request of the Customer pursuant to this Clause 10.17, providing that no such charges shall be levied where the request to perform the work arises out of any breach by Lizard Hosting of the Contract or any security breach affecting the systems of Lizard Hosting.

10.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Contract, then the parties shall use their best endeavours promptly to agree such variations to the Contract as may be necessary to remedy such non-compliance.

11. Warranties

11.1 Lizard Hosting shall provide the Hosting Services with reasonable skill and care.

11.2 Lizard Hosting warrants to the Customer that:

(a) Lizard Hosting has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;

(b) Lizard Hosting will comply with all applicable legal and regulatory requirements applying to the exercise of Lizard Hosting’s rights and the fulfilment of Lizard Hosting’s obligations under these Terms and Conditions; and

(c) Lizard Hosting has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

11.3 The Customer warrants to Lizard Hosting that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

11.4 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

12. Indemnities

12.1 Lizard Hosting shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by Lizard Hosting of these Terms and Conditions (a “Host Indemnity Event“).

12.2 The Customer must:

(a) upon becoming aware of an actual or potential Host Indemnity Event, notify Lizard Hosting;

(b) provide to Lizard Hosting all such assistance as may be reasonably requested by Lizard Hosting in relation to Lizard Hosting Indemnity Event;

(c) allow Lizard Hosting the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to Lizard Hosting Indemnity Event; and

(d) not admit liability to any third party in connection with Lizard Hosting Indemnity Event or settle any disputes or proceedings involving a third party and relating to Lizard Hosting Indemnity Event without the prior written consent of Lizard Hosting,

without prejudice to Lizard Hosting’s obligations under Clause 12.1.

12.3 The Customer shall indemnify and shall keep indemnified Lizard Hosting against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Lizard Hosting and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions OR (a “Customer Indemnity Event“).

12.4 Lizard Hosting must:

(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;

(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;

(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and

(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,

without prejudice to the Customer’s obligations under Clause 12.

12.5 The indemnity protection set out in this Clause 12 shall be subject to the limitations and exclusions of liability set out in the Contract

13. Limitations and exclusions of liability

13.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 13.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

13.3 Neither party shall be liable to the other in respect of any losses arising out of a Force Majeure Event.

13.4 Neither party shall be liable to the other party respect of any loss of profits or anticipated savings.

13.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.

13.6 Neither party shall be liable to the other party in respect of any loss of use or production.

13.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

13.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 13.8 shall not protect Lizard Hosting unless Lizard Hosting has fully complied with its obligations under Clause 5.4 and Clause 5.5.

13.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

13.10 The liability of each party to the other party under the Contract in respect of any event or series of related events shall not exceed the greater of:

(a) £100; and

(b) the total amount paid and payable by the Customer to Lizard Hosting under the Contract in the 12 month period preceding the commencement of the event or events.

13.11 The aggregate liability of each party to the other party under the Contract shall not exceed the greater of:

(a) £100; and

(b) the total amount paid and payable by the Customer to Lizard Hosting under the Contract.

14. Force Majeure Event

14.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

14.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

14.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

15. Termination

15.1 Either party may terminate the Contract by giving to the other party not less than 30 days’ written notice of termination, expiring [at the end of any calendar month.

15.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party commits any breach of the Contract, and the breach is not remediable;

(b) the other party commits a breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

15.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) 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 Contract); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

15.4 Lizard Hosting may terminate the Contract immediately by giving written notice to the Customer if:

(a) any amount due to be paid by the Customer to Lizard Hosting under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) Lizard Hosting has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 15.4.

15.5 The rights of termination set out in the Contract shall not exclude any rights of termination available at law.

16. Effects of termination

16.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.9, 5.7, 8.2, 8.4, 9, 10.1, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, 10.16, 10.17, 10.18, 12, 13, 16, 19, 20, 21, 22, 23.1, 23.2, 24, 25 and 26.

16.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

16.3 Within 30 days following the termination of the Contract for any reason:

(a) the Customer must pay to Lizard Hosting any Charges in respect of Hosting Services provided to the Customer before the termination of the Contract; and

(b) Lizard Hosting will not refund to the Customer any Charges paid by the Customer to Lizard Hosting in respect of Hosting Services that were to be provided to the Customer after the termination of the Contract,

without prejudice to the parties’ other legal rights.

17. Notices

17.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Clause 17.2 and Section 6 of the Services Order Form):

(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,

(c) sent via email with delivery receipts activated, in which case the notice shall be deemed to be received on successful notification of email delivered.

(d) Using Lizard Hostings support ticketing system and receiving a ticket ID from the support ticket system as a response.

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

17.2 Lizard Hosting’s contact details for notices under this Clause 17 are as follows: support@lizard-hosting.co.uk

17.3 The addressee and contact details set out in Clause 17.2 and Section 6 of the Services Order Form may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 17.

18. Subcontracting

18.1 Subject to any express restrictions elsewhere in these Terms and Conditions, Lizard Hosting may subcontract any of its obligations under the Contract, providing that Lizard Hosting must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.

18.2 Lizard Hosting shall remain responsible to the Customer for the performance of any subcontracted obligations.

19. Assignment

19.1 The Customer hereby agrees that Lizard Hosting may assign, transfer or otherwise deal with Lizard Hosting’s contractual rights and obligations under these Terms and Conditions.

19.2 Lizard Hosting hereby agrees that the Customer may assign, transfer or otherwise deal with the Customer’s contractual rights and obligations under these Terms and Conditions.

20. No waivers

20.1 No breach of any provision of the Contract will be waived except with the express written consent of the party not in breach.

20.2 No waiver of any breach of any provision of the Contract shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Contract.

21. Severability

21.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

21.2 If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

22. Third party rights

22.1 The Contract is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

22.2 The exercise of the parties’ rights under the Contract is not subject to the consent of any third party.

23. Variation

23.1 The Contract may not be varied except in accordance with this Clause 23.

23.2 The Contract may be varied by means of a written document signed by or on behalf of each party.

23.3 Lizard Hosting may vary the Contract by giving to the Customer at least 30 days’ written notice of the proposed variation, providing that if Lizard Hosting gives to the Customer a notice under this Clause 23.3, the Customer shall have the right to terminate the Contract by giving written notice of termination to Lizard Hosting at any time during the period of 14 days following receipt of Lizard Hosting’s notice.

24. Entire agreement

24.1 The main body of these Terms and Conditions, the Schedules and the Services Order Form shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

24.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Contract.

24.3 The provisions of this Clause 24 are subject to Clause 13.1.

25. Law and jurisdiction

25.1 These Terms and Conditions shall be governed by and construed in accordance with English law.

25.2 Any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the courts of Wales.

26. Interpretation

26.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

26.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

26.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

26.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.