You indicate acceptance of these terms and conditions of service by:- placing an order with Terra Prime Hosting and/or by using the service provided by Terra Prime Hosting such as email, FTP, Webspace, data allowance, cloud backup etc . These terms and conditions will not be varied for individual customers.
1.1 In this Agreement the following words and expressions shall have the following meanings:
1.1.1 "downtime" means any service interruption in the availability to visitors of the Website;
1.1.2 "intellectual property rights" means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;
1.1.3 "Terra Prime" means CHARIS MEDIA SERVICE T/A Terra Prime Hosting.
1.1.4 "IP address" stands for internet protocol address which is the numeric address for the server;
1.1.5 "ISP" stands for internet service provider;
1.1.6 "server" means the computer server equipment operated by Terra Prime Hosting in connection with the provision of the Services;
1.1.7 "the Services" means web hosting, domain name registration, email and any other services or facilities provided by Terra Prime Hosting.
1.1.8 "spamming" means sending unsolicited and/or bulk emails / denial of service attachs on other servers
1.1.9 "virus" means a computer programme that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as "worms" or "trojan horses";
1.1.10 "visitor" means a third party who has accessed the Website;
1.2 Product specifications and details may be found at www.terraprimehosting.co.uk
1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
2.1 The Customer wishes to provide Terra Prime with data that will be hosted on Terra Prime's servers and made accessible via the Internet.
2.2 Terra Prime provides web hosting services and has agreed to host the Customer's data upon the following terms and conditions.
3.1 Terra Prime shall provide to the Customer the Services specified in their order subject to the following terms and conditions.
3.2 The Customer shall deliver to Terra Prime the website and the software used in the website which is owned by the Customer, or licensed to him by a third party or Terra Prime ("the Customer Software), in a format specified by Terra Prime.
4 CHARGES, TRANSFERS, PAYMENTS AND MONEY-BACK GUARANTEE
4.1 Payment methods accepted from Paypal include credit cards (including MasterCard and Visa), debit cards (including Maestro (Switch), Solo, Visa Electron and Visa Delta), BACS payment and Cheque payments.
4.2 All resellers wishing to pay via Paypal will be subject to an additional charge of 25% to cover processing, this will be billed after inital payment is made via paypal and will become due on the same day. This charge will not be subject to a charge if then paid via Paypal.
4.3 Terra Prime accept Cheques payable to Terra Prime, but we do not accept, postal orders, cash or any other form of payment other than those outlined in 4.1
4.4 The Charges are exclusive of VAT, which if payable shall be paid by the Customer.
4.5 Terra Prime shall be entitled to charge a late payment fee of 20% for customers in respect of late payment, this fee will only be charged if the account becomes more than 3 days late and then we may charge a flat charge of £45 once per month for each additional month the account is late until the account is settled in full.
4.6 Terra Prime shall be entitled to charge interest in respect of late payment of any sum due under this Agreement, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.
4.7 Terra Prime provide 30 credit facilities subject to status.
4.8 Terra Prime will for account customers accept verbal orders once an account is set up and the first payment has been made, our terms and conditions of service apply to all verbal orders, all verbal orders are legally binding and non refundable.
4.9 From time to time Terra Prime may make enquiries on the Customers company, proprietor or directors of the Customers company with credit reference agencies. These agencies may record that a search has been made and share this information with other businesses.
4.10 Terra Prime provide "Money-Back Guarantees" on certain products. Should your product qualify for this guarantee please raise a support ticket at http://www.terraprimehosting.co.uk/client within 30 days of placing your order for a full refund. This guarantee excludes domain names which may not be canceled once ordered. Customers are limited to using the money-back guarantee once.
4.11 Pro-rata refunds will not be issued for quarterly or yearly services that are canceled before then end of the year.
4.12 If we manage a customer's site in return for the revenue generated from the sale of advertising then the revenue generated must at a minimum equate to the cost of all services we are providing plus 25%, all revenue raised from the advertising will remain with Terra Prime.
4.13 If a customer instructs us to remove an advert from there website then they will be liable in terms of refunding the person or company for the time the advert has not been displayed on the site, the exception to this will be if the advert is directly promoting a product or service that is in direct competition with the services provided on the clients site or clients other sites or brands.
4.14 Should your chosen payment method fail Terra Prime will attempt to settle your invoice using any other payment facilities available on your account.
4.15 Services will renew for a 12, 24 or 36 month term until cancelled in writing by the customer via the ticketing system. All reseller accounts are for an 18 month term untill cancelled and confirmed cancelled. Terra Prime emails the customers using the emails address provided by the customer in the client area prior to renewal of services, it is the customers responsibility to cancel services prior to renewal as no refund can be made once renewal has occurred. Customers must notify us 90 days before a service is renewed if they wish to cancel a service. The cancellation process must be fully completed by you before your account is cancelled.
4.16 In the event of a customer wishing to transfer the Domain Name or IPS tag relating to their domain name to another Hosting Company,Internet Service Provider(ISP), Individual or Web Design Agency, a transfer charge will be set at £124.00 per domain is payable before the domains can be moved.
4.17 All domain transfers must be like for like, if you domain is registered to a company then on transfer the domain should be transferred with the same company details or to the acquiring company details and not changed to an individual name, transfers will always be in the following format company to company or Individual to Company.
4.18 In the event of a customers account being suspended due to spamming.DDOS attacks or other forms of attach on other servers thenwe would require a fee of £500 per domain that is connected the issue to be paid before we would unsuspend the account and an assurance that the actions would stop, if it continued or hapened again on the same account we would issue an invoice of £1000 before the account would be unsuspended. This fee doubles based on last fee charged from the £1000 level for each subsequent instance.
4.19 Terra Prime will comply with all court orders to the letter , if it is specifically stated that we must transfer a domain from a limited company to Individual then we will do so other, if this is not stated then we will proceed with 4.15.
4.20 In the event that you fail to make payment for your service on or before the invoice due date then we reserve the right to suspend your service.
4.21 In the event that you fail to make payment within 7 days then we reserve the right to to terminate the service and also take legal action to recover the outstanding balance.
4.22 In the event that you fail to make payment and we suspend your service you will be advised that it has been suspended will also be advised that we may take legal action to recover the debt and that we will seek to recover legal and or other recovery costs.
4.23 We may change the Fees up to a maximum of 10% to cover any increase in the Retail Price Index or otherwise at any time by giving you at least 30 days advance notice. Where you are subject to a Minimum contract Period, we agree that, unless the change is due to your decision to change what you subscribe to, we will not increase any element of the Fee more than once in any year.
5 IP ADDRESSES
5.1 Terra Prime shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP addresses.
5.2 Where Terra Prime changes or removes any IP address it shall use its reasonable endeavours to avoid any disruption to the Customer.
6 SOFTWARE LICENCE AND RIGHTS
6.1 If the Customer requires use of software owned by or licensed to Terra Prime ("Terra Prime 's software") in order to use the Services, Terra Prime grants to the Customer and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use Terra Prime Software in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Customer any right, title, interest or intellectual property rights in Terra Prime Software.
6.2 In relation to Terra Prime 's obligations under this Agreement in connection with the provision of the Services, the Customer grants to Terra Prime a royalty-free, world-wide, non-exclusive licence to use the Customer Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the website ("the Content"). For the avoidance of doubt, this Agreement does not transfer or grant to Terra Prime any right, title, interest or intellectual property rights in the Customer Software or the Content.
6.3 The Customer undertakes that he will not himself or through any third party, sell, lease, license or sublicense Terra Prime Software.
6.4 Terra Prime may make such copies of the Customer Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, Terra Prime shall destroy all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.
7 SERVICE LEVELS AND DATA BACKUP
7.1 Terra Prime shall use its reasonable endeavours to make the server and the Services available to the Customer 98.5% of the time but because the Services are provided by means of computer and telecommunications systems, Terra Prime makes no warranties or representations that the Service will be uninterrupted or error-free and Terra Prime shall not, in any event, be liable for interruptions of Service or downtime of the server.
7.2 Terra Prime carries out data backups for use by Terra Prime in the event of systems failure. Terra Prime do not provide data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up correctly Terra Prime accepts no responsibility for data loss or corruption.
8 ACCEPTABLE USE POLICY
8.1 The website and use of the Services may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:
8.1.1 use the Services or the website in any way to send unsolicited commercial email or "spam", or any similar abuse of the Services;
8.1.2 send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;
8.1.3 publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights (for the avoidance of doubt this includes licensed software distributed as Warez), via the Services or on the Website;
8.1.4 threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
8.1.5 engage in illegal or unlawful activities through the Services or via the Website;
8.1.6 make available or upload files to the website or to the Services that the Customer knows contain a virus, worm, trojan or corrupt data; or
8.1.7 obtain or attempt to obtain access, through whatever means, to areas of Terra Prime 's network or the Services which are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers.
8.1.8 operate or attempt to operate IRC bots or other permanent server processes.
8.1.9 store files on the server such as music files.
8.1.10 use the service as a remote file host for other websites.
8.1.11 you must not use the Hosting Services as an offsite backup facility. Therefore, all files uploaded to our servers as part of your usage of the Hosting Services must be visible and accessible to the outside world (web-visible) unless they are needed to operate the website of which they form part; We reserve the right to delete files or directories that are not web-visible without giving notice to you.
8.2 The Customer has full responsibility for the content of the Website. For the avoidance of doubt, Terra Prime is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.
8.3 If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 8.1 Terra Prime shall be entitled to withdraw the Services and terminate the Customer's account without notice.
8.4 store music or video files that can be downloaded in breech of copyright laws.
8.5 ACCEPTABLE USE POLICY CLOUD BACKUP - COPYRIGHT AND TRADEMARK INFRINGMENTS
8.5.1 By using the Terra Prime Cloud Backup service you are in agreement that you are fully liable for all the content that you backup and not Terra prime Hosting and that you will not be taking part in any activity that will or is likely to infringe on any copyrighted material. You agree that you will not distribute, share or reproduce any material that is or you suspect is copyrighted, has a trademark or trademarks or contains information belonging to others without prior written consent of the owner confirming such proprietary rights. As a policy, Terra Prime hosting will terminate your cloud backup account if you are found to be infringing on the copyrights of others upon prompt receipt of written notification by the copyright or trademark owner or the copyright owner's legal representative.
8.5.2 If you are a copyright, trademark or information owner and you believe for what ever reason that your work is or has been subjected to being copied and posted on Terra Prime Cloud Backup server or shared by a Terra Prime Cloud Backup user in a way that represents copyright infringement, provide us with the following information:
184.108.40.206 Open a ticket via our website by clicking on submit a ticket at the bottom of our website and include the following details in the ticket:-
220.127.116.11 An electronic signature of the person who has the authorisation to represent the person who has had the property rights violated.
18.104.22.168 Full and accurate description of the copyrighted work, we would ask that you detail how it has infringed on the copyright and or trademark and include and screenshots as evidence with the date, time and location of caputure clearly visible.
22.214.171.124 Your full contact details including your full postal address, landline phone number and email address.
126.96.36.199 A cease and desist statement by you confirming that the material in disputed has or is infringing on a copyright or trademark and that it is not authorised by the copyright owners, its agent or the law and that you want it removing within 30 days by the end user who has uploaded it.
188.8.131.52 An honest statement by you confirming that the information you have provided to Terra Prime is accurate and that you are the copyright owner, authorised representative to act upon the copyright owner’s behalf.
9 ALTERATIONS AND UPDATES
All alterations and updates to the website shall be made by the Customer using the online account management facility, FTP access or SSH access where available. The Customer will be issued with a user name and password in order to access the account. The Customer must take all reasonable steps to maintain the confidentiality of this user name and password. If the Customer reasonably believes that this information has become known to any unauthorised person, the Customer agrees to immediately inform Terra Prime and the password will be changed.
10.1 The Customer warrants and represents to Terra Prime that Terra Prime 's use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content and the Customer Software to Terra Prime as set out in Clause 6.2.
10.2 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, Terra Prime shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.
The Customer agrees to indemnify and hold Terra Prime and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Terra Prime arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Website.
12 LIMITATION OF LIABILITY
12.1 Nothing in these terms and conditions shall exclude or limit Terra Prime 's liability for death or personal injury resulting from Terra Prime 's negligence or that of its employees, agents or sub-contractors.
12.2 The entire liability of Terra Prime to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
12.3 In no event shall Terra Prime be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Terra Prime had been made aware of the possibility of the Customer incurring such a loss.
13 TERM AND TERMINATION
13.1 This Agreement will become effective on the date the service is ordered and shall continue until terminated by either party in writing of its intention to terminate the Agreement.
13.2 Terra Prime shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.
13.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:
13.3.1 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
13.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
13.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
13.3.4 the other party ceases to carry on its business or substantially the whole of its business; or
13.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13.3.6 the other party request a termination invoice, this will include a termination premium of 5% on the total invoice and will result in all data being deleted on the day the domains are transfered from our servers or payment has cleared.
13.7 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
13.8 On termination all data held in the customers account will be deleted without further notice
14.1 Terra Prime may assign or otherwise transfer this Agreement at any time.
14.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without Terra Prime's prior written consent.
15 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.
18 ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.
19 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
20 DOMAIN NAME REGISTRATION
20.1 Domain names are not deemed to be successfully registered until they appear in the relevant whois database of the top level domain name registrar. In the event that a domain name is unavailable when we attempt to register it Terra Prime will provide a full refund for that domain name, this will be the full limit of our liability.
20.2 Please return to the main terms and conditions area of this website to view terms and conditions for individual domain name registrars.
20.3 Terra Prime will make reasonable endeavors to renew domains where the renewal fee has been paid. In the event that we are unable to renew a domain name and that domain name is subsequently lost, the limit of our liability shall be the renewal fee for that domain name.
Terra Prime are not responsible for customer programming issues other than ensuring that programming languages such as Perl, PHP and ASP are installed and functioning on the web hosting system.
To protect your privacy we will not distribute your details to third parties, unless required to do so by law.
23 DATA TRANSFER
23.1 Web hosting accounts include a certain amount of data transfer, if you exceed this amount in any one month your account will be deactivated until you have upgraded to an account that has more data transfer included.
23.2 Web hosting accounts that host file distribution (including but not limited to music, video and software) are limited to a maximum data transfer of 25 GB per month for file distribution.
23.3 Web hosting accounts are prohibited from hosting adult content orientated websites, hosting banners, graphics or cgi scripts for other websites, storing pages, files or data as a repository for other websites or personal computers, giving away web space under a domain, sub domain or directory.
24 SERVER USAGE
Should your account use more than 5% of the servers processing power and as a result have a detrimental effect on other customers we will discuss with you alternative solutions for your hosting requirements.
25 AFFILIATE PROGRAMME
Commission earned via the affiliate programme will only be paid by using a valid direct debit/credit mandate on your account. It is the customers responsibility to ensure they have this facility. In the event of the customer not being able to obtain this facility then no commission will be paid.
26 TERMS APPLICABLE TO RESELLER ACCOUNTS
26.1 You are required to provide an appropriate level of support to your clients who are on our server by e-mail , telephone or via a ticketing system.
26.2 You must not ask your customers to contact Terra Prime at any time for support.
26.3 Terra Prime will not offer support or service to your customers. Where you advertise hosting services that include your Terra Prime reseller package you must at all times deliver the service that has been described to a standard acceptable to Terra Prime.
26.4 You are not permitted to use any Terra Prime property including logos, icons, designs and text without our written authorization, this may be granted via the ticketing system.
26.5 You may not distribute any aspect of Terra Prime’s free of charge.
26.6 If you bundle the services with another service this service must not be distributed free of charge.
26.7 You are responsible for ensuring that your customers use the services in accordance with applicable terms within these Terms and conditions.
26.8 We will hold you liable for any breach of our terms by your customers.
26.9 Terra Prime has no contract whatsoever with your customers and will not attempt to contact your customers at any time except where stated in these Terms.
26.10 If you fail to pay outstanding invoices by the due date in line with your contract to Terra Prime Hosting or fail to comply with these Terms then Terra Prime reserves the right to suspend or terminate services to your customers and, at our discretion, to contact your customers to inform them that this has occurred and to offer them alternative services directly with us or via a company of our choice.
26.11 You are not permitted to bid on Terra Prime brand keywords in Adwords and other Pay-Per-Click advertising. These include keywords such as "Terraprime", "terra-prime", "terraprimehosting.co.uk" or any other variation or misspelling of "Terra Prime" including bidding on “Terra Prime” with other keywords.
26.12 You may not claim to be Terra Prime Hosting, Terra Prime or to represent Terra Prime on your website or in any form of media or social media.
26.13 You must make it clear if you are going to mention Terra Prime that you are a reseller of Terra Prime and are not part of Terra Prime.
26.14 You not use the name Terra Prime in your domain for any website you own or control or use the name Terra Prime or any variation as your name in any social media that you use.
27 EMAIL NEWSLETTER
27.1 Terra Prime communicates with it's customers via email and as such you agree to receive by email our regular newsletter which contains amongst other things changes to our terms and conditions, notification of major outages, updates to our products & features and special offers.
28 WEBSPACE USAGE
28.1 Unlimited web space is available for genuine web site content, content must be linked into web pages. Customers are prohibited from using the server as a file/backup repository. Customers are expected to employ good house keeping when maintaining their account.
29 MAIL BOXES
29.1 Mail boxes not accessed for 100 days or more will be deleted from the system.
30 DEACTIVATED ACCOUNTS
30.1 When a web hosting account is deactivated, you agree that after 35 days this account may be deleted from the system without notice.
31 WEBSITE & SOCIAL MEDIA
31.1 Website & Social Media services are for a contracted period of 24 months and the above terms and conditions apply along with the below.
31.2 Neither the site design nor any part of a site design that is done by Terra Prime may be transferred unless this has been agreed by Terra Prime. No graphics produced or supplied by us may be used elsewhere as part of your new website unless expressly permitted in writing by Terra Prime via our ticketing system.
31.3 All design work and images provided by Terra Prime (excepting photographs and text submitted by the client) remain the property of Terra Prime and are protected by design copyright unless formally purchased by the client.
31.4 Terra Prime reserves the right to refuse to sell the copyright of any design or work.
31.5 The reproduction without written permission of any design work or images owned by Terra Prime, whether electronically produced or otherwise, will result in a copyright infringement case being submitted to our solicitors.
31.6 Terra Prime reserves the right to charge for the release of Facebook, Twitter, Mailchimp or other accounts that have been created by Terra Prime as part of the Website & Social media package.
31.7 Any client that decides to terminate services early will remain liable for all fees to the end of the term and may also be liable to an admin fee of 5% with the minimum fee being £30.
31.8 Our money back guarantee is not applicable to the Website and Social Media product.
31.9 We agree to perform a maximum of 5 text or image changes to your site once per month as part of your monthly payment, each additional change is charged at £15 per change.
31.10 Major structural changes can happen one every 2 years and are free of charge, if you require a structural change before this time the we charge £30 per hour with the minimum fee being 8 hours.