These General Terms and Conditions set out:
- The terms and conditions under which Pipe Ten Hosting Ltd will provide services to Customers.
- The Customer’s legal rights and remedies and should be read carefully prior to ordering any Services.
“Acceptable Use Policy” means Pipe Ten’s Acceptable Use Policy, as updated from time to time, which can be found on the Website.
“Customer” as identified on the Order Form “Customer Personnel” means all employees and other personnel of the Customer and all agents, contractors and other users of the Services.
“Consumer” means any individual who is making use of the Services not as part of a business, trade or profession or for the purpose of financial or commercial gain including advertising or speculation.
“Applicable Laws” means all United Kingdom applicable laws, statutes, statutory provisions or subordinate legislation, regulations, guidelines or industry codes and applicable judgements of a relevant court of law or decisions of a tribunal or competent authority which creates binding precedent, as may be amended, modified, extended, substituted, superseded, varied, replaced or consolidated from time to time.
“Business Day” means a day which is not a Saturday or Sunday or Public or Bank Holiday.
“Business Hours” means 09:00 to 17:00 on each Business Day.
“Confidential Information” means all information in respect of the business of a party including any ideas; business methods; finance; prices, business, financial, marketing, development or manpower plans; customer lists or details; computer systems and software; products or services, including knowhow or other matters connected with the products or services manufactured, marketed, provided or obtained by a Party, and information concerning a Parties relationships with actual or potential clients, Customers or suppliers and any other information which, if disclosed, will be liable to cause harm to that Party.
“Fees” shall mean the charges payable by the Customer as specified on the Order Confirmation, Product Terms or as advised to the Customer from time to time.
“Initial Term” means the minimum term of the Agreement as set out in the Order Form or as specified for each product, which shall commence on the Ready For Service Notification. If no minimum term is specified for a product then the default is a minimum period of 12 months.
“Contract Year” means the period of 12 months from the Effective Date and each successive period of 12 months during the continuance in force of the Agreement or, in respect of the final Contract Year under the Agreement, the period from the end of the penultimate Contract Year to the date of termination of the Agreement, if shorter.
“Effective Date” means the date set out in the Order Form.
“Extended Term” means the period following the Initial Term. If no Extended Term is specified for a product then the default is a minimum period of 12 months.
“Insolvency Event” shall mean, in respect of a corporate entity, becoming the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986 (‘the IA’); becoming unable to pay its debts within the meaning of section 123 of the IA; or has a receiving, manager administrator or administrative receiver over any parts of its assets, undertaking or income, has passed a winding up resolution, ceases or threatens to trade or has a petition presented to any court for its winding up or administration order. In the case of the an individual, Insolvency Event shall mean where the entering into or any debt management plan or Individual Voluntary Agreement, bankruptcy, the inability to pay debts as defined in sections 267 and 268 of the IA or any similar event.
“Order Confirmation” means the email, signed contract or other confirmation sent to the Customer in response to the Customer’s request for Services.
“Ready for Service Notification” means communication from Pipe Ten to the Customer that the implementation of a Product or Service is completed and available for use by the Customer.
“Party” or “Parties” means a party to this Agreement being either Pipe Ten or the Customer.
“Product Terms” means the terms and conditions specific to the Services ordered by the Customer which are identified in the Order Form and are located on the Website.
“Services” shall mean the services provided by Pipe Ten under the Agreement as stated on the Order Confirmation together with any ancillary services as may be amended from time to time.
“Third Party Services” means any part of the Services which Pipe Ten procures from a third party which Pipe Ten uses in order to provide the Services to the Customer.
“Software” means any software provided by Pipe Ten to the Customer under or in relation to this Agreement.
“Website” means www.pipeten.com.
“Pipe Ten” means Pipe Ten Hosting Ltd registered in England, No. 5823310, whose registered address is at 39 Mowbray St, Sheffield, S3 8EN.
These conditions, together with the other terms set out in the Agreement, will apply to all contracts and agreements between the Parties to the exclusion of all other terms and conditions and all previous oral or written representations.
If there is a conflict between any of these conditions, the Order Form and the Product Terms, the conflict will be resolved according to the following order of priority: The Order Form, Product Terms and These conditions.
The Agreement (as varied in accordance with its terms) forms the entire understanding between the parties and supersedes all previous agreements, understandings and negotiation between the parties. All other understandings, agreements, warranties, conditions, terms representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law. The Customer may not rely upon any representation made or given by any Pipe Ten employee prior to the Agreement being entered into unless confirmed in the Agreement.
The parties do not intend that any of the terms of the Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999.
Each order or acceptance of a quotation for Services or Products will be deemed to be an offer by the Customer to purchase Services or Products upon these conditions. The Agreement is formed when the order is accepted by Pipe Ten, by way of email confirmation or any other written acknowledgement. No contract will come into existence until such written acknowledgement of the order is issued by Pipe Ten.
Any quotation provided by Pipe Ten is valid for a period of 30 days only from its date, provided Pipe Ten has not previously withdrawn it.
All orders are non-cancellable.
Pipe Ten shall provide the Services ordered by the Customer. These General Terms and Conditions and the Product Terms are not an offer to provide Services but a statement of the terms under which the Services would be provided. The Agreement is incorporated on Pipe Ten’s issuing of the Order Confirmation.
Pipe Ten will use its reasonable endeavours to provide the Services in accordance with any agreed or expected timescale however; time will not be of the essence in providing the Services. Pipe Ten will not be liable to the Customer where, using those endeavours, it fails to meet any timescale.
Pipe Ten shall not be obliged to provide any services not specified in the Order Confirmation.
Pipe Ten reserves the right at any time and from time to time to improve, correct, or otherwise modify any or all of the Services. Pipe Ten will endeavour to give the Customer reasonable notice of any such modification where possible.
Pipe Ten reserves the right to refuse a Customer’s order for any reason at its discretion.
Pipe Ten rights and obligations
The Services and the Products to be provided to the Customer are as described or referred to on the Order Form and the Product Terms.
Time for performance or delivery is not of the essence and any timescales for performance or delivery given by Pipe Ten are estimates only. Pipe Ten will use its reasonable endeavours to provide the Services and deliver the Products in accordance with any timescale set out on the Order Form, but will not be liable to the Customer where it fails to meet any timescale.
Pipe Ten will not be liable for any failure to provide the Services and / or deliver the Products resulting from any breach by the Customer of the Agreement.
Pipe Ten will not be obliged to provide any Services or Products not referred to on the Order Form.
Pipe Ten may at any time and from time to time improve, correct or otherwise modify all or any of the Services and / or Products (including substituting software and/or Products with software or equipment of similar specification) provided that such modification does not materially adversely affect provision of the Services to the Customer or the functionality of the Products. Pipe Ten will endeavour to give the Customer reasonable notice of any such modification, where this is reasonably practicable.
Where service credits are provided for in the Product Terms these shall be the sole and exclusive remedy of the Customer for the failure to meet the applicable Service Levels. Pipe Ten shall have no additional liability to the Customer in respect thereof.
Pipe Ten shall ensure compliance with all Applicable Laws.
Customer rights and obligations
The Customer will provide Pipe Ten with all information, instructions and assistance that Pipe Ten may reasonably require in order to carry out its obligations under the Agreement. The Customer shall co-operate fully and in good faith with Pipe Ten and any applicable Third Party Services Provider.
If Pipe Ten is provided with any incorrect information, instructions or delayed in connection with the delivery or provision of Services, then the Customer shall pay any reasonable and demonstrable additional costs.
All Services are subject to the Acceptable Use Policy. The Customer shall, at all times in connection with its use of the Services, comply with the Acceptable Use Policy. Pipe Ten shall publicise the Acceptable Use Policy on its Website.
The Customer will ensure that all Products and Services provided by Pipe Ten are adequately protected from fraudulent use by any Third Parties. The Customer shall pay any costs and expenses incurred or suffered by Pipe Ten resulting from fraud or other improper use of the service.
Whether or not express reference is made to Customer Personnel in the relevant provision, the Customer will procure that all Customer Personnel comply with all the duties, obligations and restrictions imposed on the Customer by the Agreement, to the extent such duties, obligations and restrictions are applicable to the Customer Personnel. Any act or omission of any Customer Personnel which, if it had been committed or omitted by the Customer, would have been a breach of the Agreement by the Customer will be deemed to be a breach of the Agreement by the Customer who will be liable to Pipe Ten accordingly.
Where the Products or Services provided by Pipe Ten include any software, the same is provided to the Customer on a licensed basis in accordance with the licence terms and conditions applicable thereto, which the Customer agrees that it will comply with.
The Customer shall, at all times in connection with its use of the Services comply with all Applicable Laws and shall not knowingly take any action which would cause Pipe Ten to be in breach of the Applicable Laws.
The Customer shall comply and support Pipe Ten in relation to any audits from Third Party Providers or relevant authorities in relation to the services provided.
The Customer must accept and comply with the terms of the licences for any and all Third Party applications installed on their servers. The Customer may not and is not licensed to install or use software or technology in any way that would infringe any Third Party Software Vendor’s intellectual property, technology or licensing usage rights. The Customer accepts full and sole liability for any and all Third Party applications installed on their servers and any effects such applications may have on the server.
The Customer is responsible for ensuring anti-virus software is installed on their servers and that updates are applied in a timely manner. Unless otherwise specified on a Customer’s order, Anti-Virus software will be installed into any servers provisioned by Pipe Ten and licensed accordingly.
The Customer shall be liable for all the Customer data that the Customer creates from its use of Pipe Ten’s Service. The Customer represents and warrants that the Customer owns all Customer data created within their Service and that the Customer has permission from the rightful owner for its use. Pipe Ten disclaims all liability relating to any Customer data and for all liability relating to unauthorised use (by other users) of Customer data.
Where Pipe Ten operates its own backup procedures in respect of any particular products then such backups are carried out on a ‘reasonable efforts basis’ and are intended as a convenience rather than a replacement for a Customers own backup arrangements. Primarily responsibility for backups rests with Customers and Pipe Ten accepts no liability in the event that a backup fails, is out of date in any way or is not a complete backup of the Customer’s data. Customers must arrange for their own backup facilities at the frequency they require.
Without prejudice to any other right or remedy that it may have in such circumstances, Pipe Ten reserves the right to suspend provision of any part of the Services without liability where:
- the Customer’s use of any of the Services is found to be monopolising the resources available (this policy is only implemented in extreme circumstances and is intended to prevent misuse of the Services); or
- the Customer is in breach of the Acceptable Use Policy or otherwise in material breach of the Agreement and fails to rectify such breach within 7 days of a written request from Pipe Ten requiring the same to be rectified; or
- Required for maintenance, repair or upgrade of any Pipe Ten systems and/or the Services (Pipe Ten shall use reasonable endeavours to give as much advance notice to the Customer as is reasonably practicable in the circumstances); or
- dealing with any actual or suspected security breach, virus, or attack or any misuse by any person of any Pipe Ten systems and/or the Services; or
- necessary because of an emergency; or
- failure or deficiencies in the Customer’s System; or
- required by any regulatory, governmental or other competent authority; or
- the Services depend on any Third Party Services and that Third Party Service is suspended by the relevant Third Party Services Provider; or
- in the event that Pipe Ten is unable to verify the Customer’s email and/or postal address; or
- the Customer fails to pay any undisputed Fees in accordance with the provisions of the Agreement and fails to rectify such failure within 7 days of a written request from Pipe Ten requiring the same to be rectified.
- in Pipe Ten’s opinion, the Customer is in breach of its warranties and obligations stated in the Terms of Service.
Where Pipe Ten suspends the provision of the Services, Pipe Ten shall not be obligated to lift such suspension outside of normal business hours and until the Customer has paid all outstanding sums owing to Pipe Ten in cleared funds and, if required by Pipe Ten, accepted such revised payment terms and method as Pipe Ten may reasonably require.
Pipe Ten may from time to time by raising a Service Notice, close down or restrict the whole or part of the Services where necessary for emergency repair, to prevent overload of the network, or to preserve the safety, security or integrity of the Services and traffic conveyed. Pipe Ten shall at its sole discretion decide when such action is necessary.
All fees will commence when access details to the live system is provided by Pipe Ten to the Customer. Fees may comprise any or all of the following aspects:
- Installation and setup fees – Any applicable installation or set-up Fees as detailed on the Order.
- Rental fees – Rental Fees are invoiced either monthly or annually in advance based on the options taken and any other related service and are identified on the Order.
- License fees – Initial applicable License Fees are identified on the Order and will be invoiced either monthly or in advance, but will be subject to change over time depending on the specific software vendors.
- Customer resource increases – Increases in the level of resources (CPU, memory, storage) in addition to those defined on the Order, which are requested by the Customer will be invoiced from the date of increase and included on the next invoice.
- Professional service fees – Additional tasks undertaken by Pipe Ten at the request of the Customer or activities undertaken by the Customer which require the remote support of Pipe Ten’s engineers personnel will be charged based in line with Pipe Ten’s Expertise Policy.
Pipe Ten shall be entitled to increase the Fees at any time, but no such increase may take effect earlier than the end of the Initial Term, except: Where the costs incurred by Pipe Ten in the provision of the relevant Services or Products increase through factors that are outside of Pipe Ten’s control, including electricity, licensing and charges levied by Third Party Services Providers, legal or regulatory requirement.
All Fees payable monthly or yearly as indicated in the Product Terms and Order Form will be paid by the Customer in advance and will not be refundable in whole or part if the Agreement or relevant part is terminated by the Customer during the period to which the payment relates.
Pipe Ten reserves the right to require the payment of such Fees as it shall specify in the Order Form upfront prior to the commencement of the provision of the Services or any Products or before any order is progressed.
All other Fees (unless indicated otherwise in the Product Terms or Order Form) shall be payable by the Customer following provision of the relevant Services or delivery of the Products, or, where provision of the relevant Services continues for more than one month, monthly in arrears.
Additional Fees will become payable if the Customer exceeds agreed or stipulated bandwidth, licenses or other use levels or restrictions set out in the Product Terms or Order Form.
Any sums payable by the Customer to Pipe Ten under the Agreement are exclusive of VAT which will be added to such sums and be payable by the Customer at the appropriate rate.
Pipe Ten may conduct a credit check on the Customer including, where the Customer is a corporate entity, the directors and shareholders of a Customer. The Customer consents to Pipe Ten carrying out such checks and retaining the results of such search and enquiries.
The Customer agrees to pay Pipe Ten invoices within 14 days of invoice due date. If invoices are not settled in full by then, the Customer will without prejudice to its other rights and remedies be liable to pay interest on any sum outstanding from the due date for payment on a daily basis until payment is made (whether before or after any judgment) in accordance with the provisions of the Late Payment of Commercial Debt (Regulations) 2013.
Where the Customer authorises the payment of the Fees by the Customer’s chosen payment method, the Customer authorises Pipe Ten to deduct other amounts which become due to Pipe Ten, whether under the Agreement or otherwise, without obtaining further express authorisation from the Customer.
All payment is in UK sterling.
Credit Terms are not provided unless otherwise specified.
All payments to Pipe Ten are non-refundable unless they qualify for a money back guarantee scheme or where the Customer is a Consumer and qualify for the 14 day cooling off period. This includes setup fees and subsequent charges regardless of usage.
Qualification for a money back guarantee is strictly limited to those specific accounts that the offer is advertised on and the account must be cancelled within the first 30 days starting from when the account is activated and is only applicable to accounts paid by credit card. Failure to do so will leave the Customer liable for all costs accrued on the account. Any usage of extra services on the account that are outside the included quotas and services must also be paid for in full including domain name registration even if the account is cancelled within the first 30 days.
Any sums stated in the Order Confirmation are exclusive of VAT or similar taxes, levies or duties which are payable by the Customer in addition.
The Customer shall pay the Fees in cleared funds in the amount, method and intervals set out in the Order Confirmation. The Customer must register a payment method with Pipe Ten prior to placing any order for Services and ensure that an active payment method remains registered with Pipe Ten for the duration of the Agreement.
Unless stated otherwise, any total fee stated in the Order Confirmation is an estimate only and may increase depending on the Customer’s use. Any set up fee is payable immediately. Additional fees may be payable if the Customer exceeds the usage allowed for the Services purchased.
All payments made by the Customer will be paid in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature, unless in relation to a documented disputed invoice or the Customer is required by law to make any such deduction or withholding.
If Customer receives an invoice which it reasonably believes includes a sum which is not valid and properly due (a disputed invoice): Customer shall notify Pipe Ten in writing within 7 business days of receiving the invoice; the Customer shall pay the balance of the invoice which is not in dispute by the Due Date the Parties shall endeavour to resolve any disputes promptly
Once a dispute has been resolved, where Customer is required to make a balancing payment, it shall do so within 7 days. If a disputed invoice is not resolved within 30 days then the Dispute Resolution process detailed below shall apply.
If the Customer disputes a charge to their credit card issuer that, in Pipe Ten’s sole discretion is a valid charge under the provisions of the Terms of Service or Product Terms, the Customer agrees to pay Pipe Ten an “Administrative Fee” of not less than £50 and not more than £150.
In the event of non-payment of any sum owing by the Customer within 14 days of the due date, Pipe Ten shall be entitled to delete the Customer’s data from its equipment without any obligation to backup such data.
In the event of non-payment of any sum owing by the Customer Pipe Ten reserves the right to pass the debt to a third party collection agency which may result in additional charges being made to the Customer.
In the event that Pipe Ten issues a credit to the Customer:
- such credit or voucher is issued entirely at the discretion of Pipe Ten;
- such credit or voucher is non-refundable and cannot be exchanged for cash or used against the purchase of another voucher;
- Pipe Ten does not accept liability if the credit or voucher has been lost, stolen, destroyed or used without the Customer’s consent. Pipe Ten shall not replace any credit or voucher under these circumstances or any remaining balance on a credit or voucher;
- such credit or voucher must be used within 12 months of being issued failing which the credit or voucher will become void;
- the transfer, resale or reproduction of any credit or voucher is prohibited and will cause such credit or voucher to become void; and
- vouchers and credits may be used towards the purchase price of any Pipe Ten product or service with any balance or the purchase price being payable in addition.
- any credit on a Customer’s account shall be used by default to pay, or part-pay, any renewal fees for any Services ordered by a Customer.
Continuous Payment Authorities (‘CPA’)
- The Customer permits Pipe Ten to store the Customer’s payment details to take regular payments with the same card until the Customer expressly requests that Pipe Ten do not store their card details. Customers accept that removing card details may result in their Services not renewing and potentially terminated in the event that a renewal payment is not made.
- Pipe Ten shall notify the Customer when the payment will be taken.
- If the Customer purchases the Services online, Pipe Ten shall display a purchase confirmation during the order process on the website and send a confirmation email to the Customer.
- Pipe Ten reserves the right to take the payment from the Customer’s stored card at any time other than the agreed date, if it has reason to believe that the payment is due and owing. Pipe Ten reserves the right to take a different amount than what was originally agreed, in circumstances where several invoices have built up over a period of time or additional fees have been added to the overall outstanding balance due to the Customer’s late payment.
- The Customer agrees that the CPA authorises Pipe Ten to make payment changes and any other changes where Pipe Ten believes it is necessary in accordance with the Agreement. Pipe Ten will endeavour to notify the Customer of any changes, before they take effect, in writing.
- Pipe Ten shall, in accordance with the CPA, provide the Customer with the Order Confirmation for any services purchased. The Customer accepts that Pipe Ten will send an automated email to the Customer each time a payment has been taken from the card. This will constitute both a summary and confirmation of the payment.
- Payments taken under the CPA will show on the Customer’s bank statement as being a payment to Pipe Ten Hosting Ltd.
- The Customer can amend the details of the CPA at any time via their online account control panel with Pipe Ten.
- The Customer acknowledges that the CPA will continue until the Customer expressly requests to change or cancel the payment method used for the Fees. The Customer may at its sole discretion, choose what method they use to pay the Fees. Pipe Ten will not charge the Customer a fee to cancel the CPA, however, the Customer may incur a fee if they fail to pay any Fees thereafter.
- The Customer acknowledges that the Services and the Customer’s account will not be cancelled if the CPA is cancelled. The Customer agrees to continue to pay for the Services in accordance with this Agreement.
- Pipe Ten also reserve the right to cancel the Customer’s CPA if Pipe Ten is no longer able to take payment from the stored card. In such circumstances the Customer may set up another CPA at the sole discretion of Pipe Ten.
Pipe Ten Warranties
Pipe Ten shall use its reasonable endeavours to provide the Services in accordance with the Service Levels. The Customer acknowledges that given the nature of services provided over the internet, Pipe Ten cannot guarantee that the Services will be uninterrupted or error free.
To the fullest extent permitted by law and save as provided elsewhere in the Agreement, the Services are provided on an “as is” and “as available” basis and no warranty or representation (express or implied) of any kind is given in connection with the Agreement or the Services including as to satisfactory quality or fitness for a particular purpose.
Pipe Ten gives no warranty or representation that:
- the Services will meet the Customer’s requirements;
- the Services will be provided on an uninterrupted, timely, secure or error-free basis; or
- any results obtained from the Services will be accurate, complete or current.
Pipe Ten warrants that the Services will be provided with reasonable care and skill.
Pipe Ten shall not be liable for breach of any warranty in the event that the cause of such breach is related to any failure or non-availability of any third party service providers.
Pipe Ten shall have no liability for any breach of the warranty unless the Customer notifies Pipe Ten of such breach within fourteen days of becoming aware of such a breach. Provided the Customer has complied with the notification with this time limit Pipe Ten may, at its sole discretion, take such steps to remedy such breach or provide a refund to the Customer of such Fees as may be appropriate. Provided Pipe Ten remedies such breach it shall have no further liability to the Customer. If Pipe Ten fails to remedy such breach then Pipe Ten’s maximum liability for breach of warranty shall not exceed one times the amount of the Fees paid by the Customer, in relation to the Services, to Pipe Ten in the 12 month period preceding the incident giving rise to the claim.
Where the Customer is a corporate entity, the Customer, or the Customer’s representative, warrants that the Customer is properly constituted and has the capacity to enter into the Agreement. The Customer’s representative warrants that it is authorised to bind the Customer. Where the Customer is an individual the Customer warrants that he/she has the capacity to enter into the Agreement.
The Customer agrees that all information provided to Pipe Ten is complete, accurate and up to date and shall inform Pipe Ten of any changes to this information without delay.
The Customer warrants that it will:
- comply, and ensure that anyone using the Services complies, with the Acceptable Use Policy and the Data Protection Policy;
- comply with any applicable ICANN requirements applicable to the Services;
- immediately inform Pipe Ten on becoming aware of any unauthorised use of the Services and/or the Customer’s system;
The Customer warrants that it has appropriate knowledge of how the Internet functions, the nature and technical nature of the Services and what types of use and material are and are not acceptable.
The Customer acknowledges that Pipe Ten has no obligation to:
- train the Customer or the Customer’s employee, agent or subcontractor on use of the Services;
- manipulate in any way any material which the Customer wishes to and/or does post on any web site or other system or any communication it wishes to send via or in relation to the Services; or
- validate, vet or edit such material for usability, legality, content or correctness.
The Customer shall not resell, assign or transfer the benefit of the Services to any third party without Pipe Ten’s express written consent consent.
Where the Customer has obtained Pipe Ten’s consent to resell all or part of the Services to third parties, the Customer shall:
- procure such third parties’ compliance with and acceptance of these General Terms and Conditions and the Product Terms;
- be fully responsible for such third parties’ acts and omissions; and
- fully indemnify and hold Pipe Ten harmless against the third parties’ acts and omissions.
Pipe Ten does not (and nothing in the Agreement shall be construed so as to) exclude its liability (if any) to the Customer:
- for breach of Pipe Ten’s obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
- for personal injury or death resulting from Pipe Ten’s negligence;
- under section 2(3) Consumer Protection Act 1987;
- for any matter for which it would be illegal for Pipe Ten to exclude or to attempt to exclude its liability; or
- for fraud.
Pipe Ten will be under no liability to the Customer, whether in contract, tort, misrepresentation or otherwise (including negligence) for any direct, indirect or consequential loss for:
- any loss of profits;
- loss of business;
- loss of anticipated savings;
- loss of or depletion of goodwill;
- loss of data;
- loss of revenue;
- loss of opportunity; or any like loss howsoever caused arising out of or in connection with the Agreement.
- Pipe Ten’s aggregate liability in any Contract Year under the Agreement whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or loss howsoever caused will be limited to the Fees payable in that Contract Year, including any Service Credits.
Service Credits shall be the sole financial remedy for Customer for breaches by Pipe Ten of any Service Levels laid out in the Service Level Agreement. Service Credits granted cannot exceed the billable period within which the service impact occurred.
Pipe Ten excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Agreement) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer.
Pipe Ten shall not be liable in respect of any contract, agreement or relationship that Customer may have with any third party.
The Customer must submit any claim to Pipe Ten within 12 months from the date of any alleged breach of the Agreement by Pipe Ten. Failure to submit any alleged claim within this period shall result in the Customer being precluded from bringing any such alleged claim
The Customer accepts that the allocation or risk under the Agreement is a fair reflection of the nature of the Services and the level of the Fees charged for the Services.
The Customer shall fully indemnify and hold Pipe Ten and its Associated Companies, employees, offices, agents and partners harmless from and against any action, demand, cost (on a full indemnity basis) losses, penalty, damage, liability claim or expense (including legal fees on an indemnity basis) whatsoever incurred by Pipe Ten and arising from:
- the Customer’s breach of the Agreement, negligence or other default;
- the operation or break down or any IT system owned or used by the Customer; or
- the Customer’s use of misuse of the Services.
Intellectual Property Rights
Each Party will retain all rights to any software, ideas, concepts, know-how, development tools, techniques or any other proprietary material or information that it owned or developed prior to the Effective Date, or acquired or developed after the Effective Date, without reference to or use of the intellectual property of the other Party.
The Customer acknowledges and accepts that it will not own or acquire any Intellectual Property Rights in or relating to the Services or created in performing the Services and that it will have no rights in or to the Services other than the rights expressly granted in the Agreement.
In the event that the Services provided by Pipe Ten are adjudicated to infringe, Pipe Ten shall have the option, at its expense:
- to modify the material to be non-infringing;
- to obtain for Customer a license to continue using the Material.
Pipe Ten agrees to indemnify Customer against a claim that any information, Products and Services used by Pipe Ten in connection with the provision of services provided by Pipe Ten infringes a copyright, patent or trademark right of any third party provided that:
- as soon as reasonably practicable and in any event within 15 days of the date upon which Customer becomes aware of any such claim, give written notice of the claim to Pipe Ten, specifying in reasonable detail the nature of the claim;
- Pipe Ten shall have sole conduct of the claim and shall take such action to avoid, dispute, resist, mitigate, compromise or defend the claim and to appeal against any judgment given in respect of it as is reasonably necessary;
- and Customer provides Pipe Ten with all such assistance, information, and authority reasonably required by Pipe Ten.
The Customer will indemnify and keep Pipe Ten indemnified from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, losses, damages, claims, demands, legal costs (on a full indemnity basis) and judgments which Pipe Ten incurs or suffers as a consequence of infringement of any Intellectual Property Right of any third party arising directly or indirectly from:
- the provision by Pipe Ten of Services making use of information or specifications supplied by the Client;
- the Client’s failure to procure all necessary rights from third parties which are from time to time required in order for Pipe Ten to be able legally to provide the Services; or
- the use by Pipe Ten in connection with the Agreement of the Client System and the Client Materials.
Neither Party is under any liability to the other Party in respect of anything which, apart from this provision, may constitute a breach of the Agreement arising by reason of force majeure which means, in relation to either Party, circumstances beyond the reasonable control of that Party including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, systems fault, unauthorised use or access to the IT systems of Pipe Ten or the Customer, explosion, flood, epidemic, lock outs (whether or not by that Party), strikes and other industrial disputes (excluding those relating to Pipe Ten ‘s workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions, to the extent outside of its reasonable control (Force Majeure Event).
Term & Termination
The Agreement shall commence on the Effective Date and shall continue in force for the Initial Term and thereafter shall continue in force unless or until terminated by one Party in accordance with The Agreement.
At the end of the Initial Term or Extended Term, the Agreement will renew automatically for a further Contract Year unless a Party has given to the other party 90 days’ prior written notice of termination, such notice not to expire before the end of either the Initial Term or the Extended Term (as appropriate).
Where the Customer is a Consumer, they are entitled to a 14 day cooling off period under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Given the online nature of the Services, there may be circumstances where Pipe Ten is unable to commence the provision of the Services until the cooling off period has expired or unless the Customer has expressly waived their right to a cooling off period. This applies in respect of domain names and SSL certificates in particular.
Where a Customer is terminating a Pipe Ten service, an authorised cancellation request will be required to be completed by the Main Administrative Contact via their online control panel for the Customer account. The notice period will commence on the date of submission of the request by the Customer. The Customer is responsible for all charges on the service account until a valid cancellation request is received. If not otherwise stated in the agreed contract the Customer must give at least 90 days notice before the renewal date of their contract. Failure to send Pipe Ten this notice of termination within the required period, the contract is automatically renewed and the Customer will become liable for the fee for the next billing period in full. If not terminated for any reason then it automatically renews for a further term of your chosen recurring billing period on each anniversary of the Customer’s contract start date.
Upon receipt of a valid cancellation request all Credit Terms are rescinded and any further service provision for a billing period that covers the agreed termination date must be prepaid in full. Should a termination date be mutually agreed that occurs prior to the end of a specified billing period, the period must still be paid in full and any remaining service provision of that billing period is forfeited.
Either Party may by written notice served on the other terminate the Agreement immediately if the other Party:
- is either is in material breach of any of the terms of the Agreement and such breach is incapable of remedy or, where the breach is capable of remedy, fails to remedy such breach within 14 days after service of a written notice from Pipe Ten specifying the breach and requiring it to be remedied;
- has committed any material breach of this Agreement which is incapable of remedy;
- has failed to remedy any remediable breach having been given 14 days written notice to do so;
- becomes the subject of an Insolvency Event; or
- ceases or threatens to cease trading.
Without prejudice to any other of its rights and remedies on Termination Pipe Ten will:
- Provide the Customer the ability to retrieve data held on the Pipe Ten systems via electronic transfer.
- For personal data following written confirmation from the data controller, transfer data by agreed method.
If requested by the Customer and with fees and scope agreed in advance Pipe Ten will provide a specific exit plan and support during its execution.
Pipe Ten may terminate the Agreement without notice and without liability in the event that the Customer fails to pay, when due, any sum owing to Pipe Ten. Such termination by Pipe Ten may take effect during the Initial Term and shall not relieve the Customer of any liability to pay for the remainder of the Initial Term.
Pipe Ten may terminate the Agreement with immediate effect in the event that the Customer is rude, aggressive or violent towards any Pipe Ten employee or in any other circumstances where the Customer’s conduct is unacceptable to Pipe Ten.
Termination of the Agreement and/or the provision of any Services, howsoever arising, shall be without prejudice to any sums owing by the Customer to Pipe Ten.
Early Termination Fees
In the event of any termination by Pipe Ten pursuant to immediate termination of the agreement, the Customer shall be liable to pay or reimburse Pipe Ten for any cancellation charges that may be due to any Third Party Services Provider or otherwise due as a consequence of such termination, in such case charges limited to the remaining contract value.
In the event of termination by the Customer unless Pipe Ten are subject to a material breach of any of the terms of the Agreement, the Customer shall pay Pipe Ten the remaining Fees as indicated in the Order Form for the remaining months of the Initial or Extended Term.
Termination of the Agreement is without to any rights or duties of either party accrued prior to termination.
Upon termination of the Agreement, for whatever reason, Pipe Ten may, without further notice to the Customer, irretrievably delete the Customer’s data from its systems and any equipment.
Upon termination of the Agreement, for whatever reason, the Customer shall:
- cease to use the Services and any Software;
- erase any Software from the Customer’s systems;
- make payment of any sums due to Pipe Ten for the provision of the Services and for any out of pocket or pro-rata expenses incurred by Pipe Ten including any registration or licencing fees.
Termination by the Customer within the Initial Term shall only take effect once the Customer has settled on fees due and owing for the Initial Term.
Each Party (including its officers and employees) shall:
- keep confidential the terms of the Agreement; and
- keep confidential any and all Confidential Information that it may acquire in relation to the other party.
- not disclose the any Confidential Information to any third party without the prior written consent of the disclosing party save where such disclosure is necessary for the performance of this Agreement; and
- not use the other Parties Confidential Information for any purpose other than to perform its obligations under the Agreement. This will not apply to any Confidential Information which:
- either of the Parties can demonstrate is in the public domain;
- or a Party is required to disclose by order of a court of competent jurisdiction but then only to the extent of such required disclosure.
Either party shall be entitled to disclose the other party’s Confidential Information to its employees and subcontractors or professional advisors provided such disclosure is under conditions of confidentiality.
The Confidential Information provisions within the Agreement survive any termination of the Agreement for a period of 5 years from termination.
The Parties shall attempt in good faith to resolve any dispute in relation to this Agreement by the approach described below:
- either Party must notify the other Party in writing the nature of the dispute. Management representatives will then meet for resolution within 10 days of receipt of notification; and
- if that fails senior management from the Parties will meet within a further 10 days for resolution.
If the senior management of the Parties cannot resolve the dispute within 7 days of meeting, the Parties shall endeavour to resolve the dispute using mediation. Each Party shall bear its own costs and expenses incurred in connection with the mediation and sharing equally the costs and expenses of the mediator.
Each right or remedy of Pipe Ten under any Agreement is without prejudice to any other right or remedy of Pipe Ten under the Agreement.
If any condition or part of the Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Agreement and will be ineffective without, as far as is possible, modifying any other provision or part of the Agreement and this will not affect any other provisions of the Agreement which will remain in full force and effect.
No failure or delay by Pipe Ten to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
A waiver by Pipe Ten of any breach of any provision of this Agreement by Customer shall not operate as or be construed as a continuing or subsequent waiver thereof or as a waiver of any breach of any other provision thereof.
Pipe Ten may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the Agreement.
The Contract is personal to the Customer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Agreement without Pipe Ten’s prior written consent.
The Parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
The Agreement contains all the terms which Pipe Ten and the Customer have agreed in relation to the Services and Products and supersedes any prior written or oral agreements, representations or understandings between the Parties relating thereto. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Pipe Ten which is not set out in the Agreement. Nothing in this clause will exclude any liability which one Party would otherwise have to the other Party in respect of any statements made fraudulently.
Pipe Ten’s services are strictly for the use of consumers, registered businesses and charities located within the United Kingdom and registered businesses located outside of United Kingdom.
Pipe Ten’s Terms of Service, Service Level Agreement and Acceptable Use Policy may be changed from time to time at their discretion without notice. The Customer understands that changes to these documents by Pipe Ten shall not be grounds for early contract termination or non-payment.
Applicable Law & Jurisdiction
The Agreement shall be construed in accordance with and governed by English Law.
The English and Welsh courts shall have exclusive jurisdiction over any disputes arising out of or related to the Agreement.
Pipe Ten Hosting Ltd, registered number 05823310, registered address 39 Mowbray St, Sheffield, S3 8EN, United Kingdom.
Last modified: 2019/11/27 at 12:48 by Gavin Kimpton