This agreement is made between Speedster IT Ltd and/or its subsidiaries (hereinafter referred to as “the Company”) and the company, entity or person who requests services or hardware and software (hereinafter referred to as “the Customer”).

These terms apply to all services, hardware and software supplied by the Company and, in the case of domain name registrations, the terms, conditions, policy or procedure of Nominet UK shall prevail. These terms and conditions are to protect the Company and the Customer from irresponsible or illegal activities. The Customer shall not permit or assist others to abuse or fraudulently use Company services and servers.

In the case of an individual Customer, you warrant that you are over 18 years of age. If the Customer provides any information that is inaccurate, not current, false, misleading or incomplete, the Company reserves the right to terminate this agreement without refund. These terms may be amended by the Company without notice and it is the Customer’s responsibility to review these terms regularly. The Company will keep an up-to-date copy of the terms on its website at all times. The signatory for the Customer expressly warrants that he/she has authority to enter into this Agreement on behalf of the Customer.

The Company is an information provider connected to the Internet. It offers data storage and transfer services through access to its collection of computer and network systems (collectively referred to as Web Servers). The Company also provides dedicated hosting servers owned by the Customer.

The Company does not make any representation and gives no warranty as to the accuracy or quality of information contained on its servers. Customers agree only to use the servers for lawful purposes and undertake that they will not upload, post, link or transmit:

1. Any material which is slanderous, trade libellous, threatening or harassing;
2. Any material which is discriminatory;
3. Any material which is unlawful, threatening, abusive, malicious, defamatory, blasphemous, pornographic or objectionable in any way;
4. Any virus, Trojan or other hostile computer program;
5. Any bulk mailings whether opt-in or otherwise from our servers;
6. Files that are not reachable by a hyperlink from a page on your site;
7. Software downloads unless you are the writer and copyright owner — freeware, shareware and trial software are forbidden;
8. Audio, pictures or video downloads unless you are the creator and copyright owner, or have express written permission from the copyright owner.

The Company reserves the right to remove any material it deems inappropriate without notice. The Company will use its best endeavours to ensure the integrity and security of its servers but cannot guarantee they shall be free from unauthorised users or hackers. The Company shall be under no obligation for non-receipt or misrouting of email, or any other email failure. No more than one log-in session under any one account may be used at any time.

The parties acknowledge that the Internet is neither owned nor controlled by any one entity. As a result, Speedster IT Ltd expressly disclaims any representations, warranties or guarantees that its servers will be accessible at any given time. Speedster IT Ltd will make every good faith effort to ensure minimal interruption of service; nevertheless, it cannot warrant that the servers are free of errors or that use will be uninterrupted.

The Company will process domain name requests using an approved registration authority such as, but not limited to, Nominet or Network Solutions. You should not assume registration has been made until you have received official notification. Any action taken before such notification is at the Customer’s risk.

Use of the domain name is subject to the terms and conditions of use of the relevant provider. The Company will not be liable for any claim in respect of failure or refusal to register a domain name, and no refunds can be given against the charge issued for registrations that are refused.

The Company shall not be liable in any way for disputes between Customers and third parties for the use of any domain names. We cannot and do not check whether the domain name you select infringes the legal rights of others. We urge you to investigate this and seek advice of competent legal counsel. You should be aware that if we are sued or threatened with a lawsuit in connection with your domain name, we may require you to hold us harmless and indemnify us.

Customers will not use IRC and web proxy scripts on our network, nor will they employ programmes requiring excessive system resources, including but not restricted to processor cycles, storage space or memory.

All rights to material supplied by the Company, including but not limited to software and scripts, remain the property of the Company unless otherwise agreed in writing. Unless agreed beforehand, no such material may be used without accreditation, nor passed to third parties, nor modified, altered or adapted in any way without the prior written permission of the Company.

If we have provided you with equipment that is not owned by you, it is loaned to you for the duration of your services. The equipment remains the property of Speedster IT Ltd or its partners at all times. When you stop taking our services, you must return the equipment. If you do not return it within 30 days, we will charge you a non-return charge.

If any of the equipment is lost or stolen, contact us immediately on 020 3011 1234. Until you tell us, you are responsible for any activity on your account. Any replacement devices will incur a fee.

9.1 You must return any item of equipment that: (a) you report to us as faulty; or (b) we tell you is faulty or requires replacement for technical reasons.

9.2 We may replace such equipment before you return it to us, but you must still return the original item(s).

9.3 We may test any equipment reported as faulty. If it is found to be working, we may charge you our costs for testing and postage.

9.4 You must return any equipment within 30 days in the following cases (unless we inform you otherwise): (a) if we or you end this agreement; (b) if you disconnect from some of our services; (c) if you take up an upgrade offer; (d) if you report the equipment as faulty; or (e) if we request its return for any other reason.

9.5 You must return equipment in a reasonable condition, allowing for fair wear and tear, and provide proof of postage.

9.6 If you fail to return equipment after 30 days, you will be required to pay a non-return charge. Details can be obtained from your account manager or the helpdesk at helpdesk@speedster-it.com. If we hold any of your money, we may use it towards payment of the non-return charge.

9.7 Payment of the non-return charge does not transfer ownership to you, and you are still required to return the equipment. If you fail to do so, we may take legal action to recover it.

9.8 For any additional equipment you do not need to return, we encourage responsible disposal. Please contact us for guidance.

Any hardware or third party software supplied by Speedster IT, unless otherwise stated, will be supplied with the manufacturer’s specifications and warranty cover relevant at the time of supply. Any claim for failure or breakdown must be made by the Customer against the manufacturer or reseller.

Title to goods does not pass to the Customer until paid for in full. Failure to pay in full enables the Company to exercise a Retention of Title over the goods, and the Customer must return them on request.

We do not provide access to our shared UniFi controllers for clients using our shared platforms, nor do we allow access via third-party applications. If a dedicated application requires controller access, a separate controller must be provisioned. Should Speedster IT be required to support this, it must be formally agreed and documented in writing.

Where software written or developed by the Company is provided, unless otherwise stated, it is provided on an “as is” basis. The Company grants a limited, non-transferable licence to the Customer to download, install, use the software, and take a backup copy.

You may not permit others to use the software for product development or commercialisation, whether for internal or external use, without prior written permission of the Company. You may not distribute, deploy, provide copies of, rent, loan, lease, transfer or grant any rights in the software to any person in any form. Unauthorised use, reproduction or distribution of the software will result in automatic termination of this licence.

Where code is written and developed by the Company, unless otherwise stated, it is provided on an “as is” basis. The Company grants a limited, non-transferable licence to the Customer to download, install, use the software, and take a backup copy.

Once developed and approved by the Customer, the code shall have a 30-day bug-testing period during which corrections will be made without charge. Development projects where the Customer shall be given ownership of the code will only be granted such ownership once the final invoice has been paid in full.

Customer acknowledges that the Company provides dedicated or shared access services dependent on customer specification. We reserve the right to limit the system resources allocated to shared resources and bandwidth utilised by the Customer’s web space to ensure system integrity and network stability. This may include restricting the Customer’s access and use of their web space or programmes within their web space.

The services provided by the Company to the Customer do not extend to any other person, corporation or entity. Passwords to the servers are not to be shared with outside parties.

Speedster IT checks customer backups to the best of its ability. This excludes weekends and public holidays, and therefore backup monitoring cannot be relied upon as the sole source of confirmation that backups ran successfully.

Migration of data from Speedster IT: Customer data will be returned via an external disk (the Customer must supply the disk) or uploaded to a secure server. Speedster IT does not currently offer the following methods for migrations:

1. Access to Virtual Machine snapshots;
2. Access to Exchange server snapshots or backups;
3. Access to virtual backups on the Speedster IT managed platform.

If you are a Speedster IT managed wireless customer hosting on our cloud controllers, your data will be deleted on the date of contract expiry and all access points connected to our controller will also be wiped clean.

The Customer agrees that during the term of this Agreement and for a period of 6 months after its termination, it shall not, without the prior written consent of the Supplier, solicit or permit any subsidiary or associate (as defined in sections 1159 and 345 of the Companies Act 2006) to solicit the employment or engagement of any employee or contractor of the Supplier who has been engaged in the performance of this Agreement or any Service Order Form — whether or not acceptance of such offer would cause the employee or contractor to be in breach of their contract with the Supplier.

Should this clause be breached, the Company will bill the Customer a sum equivalent to 4 months’ salary of the poached employee to compensate the Company for the reasonable cost of replacement, including recruitment costs and management time.

Hosting, hardware, software licences and domain name registrations are due on receipt of invoice. Renewal hosting and domains will be invoiced up to 60 days prior to renewal and payable within 30 days of the invoice date.

Web site design is paid in two parts. The first part of 40% of the quoted price must be prepaid, with the balance due on receipt of invoice following completion. Invoices will have VAT added at the prevailing rate and will be sent electronically via email. A written copy may be available on request.

Any attempt to violate the security, stability or integrity of the Company’s servers or services is strictly prohibited and would lead to immediate termination of services.

The Company reserves the right to suspend any or all services and/or terminate this Agreement if you:

1. Fail to pay any sums due as they fall due;
2. Break any of these Terms and Conditions;
3. Are a company and go into liquidation, receivership, or suffer any winding-up petition.

No refunds will be made for any suspensions made in accordance with this agreement. The Company reserves the right to cancel the service at any time; in this event the Customer will be entitled to a pro-rata refund based upon the remaining period of prepaid services.

Upon cancellation for any reason, the Customer will destroy or return all copies of software belonging to the Company. Any use of the software after cancellation will be unlawful. During the first 14 days of services, the Customer is entitled to cancel and receive a pro-rata refund. Thereafter, no full or pro-rata refund will be made. Domain name registration fees, setup fees and prepaid charges for web design are not refundable.

Customers will not be entitled to a refund under the 14-day provision if they have previously held an account with the Company. The normal contract period is usually 12 months, unless otherwise quoted or agreed, with 3-monthly automatic renewals thereafter. Termination by the client must be made in writing 3 months before the termination date, with the earliest notice being after the first 9 months of service.

All outstanding fees must be paid in full. Cancellation without cause requires full payment of all outstanding invoiced charges as well as the pro-rata uninvoiced element of the remaining contract period. Any unpaid charges may result in the Company holding a lien against any hardware or software owned by the Customer and held or used by the Company until payment is made.

Where clients are invoiced in advance of the due date, they must request cancellation prior to the issuing of the invoice. Customers may cancel services due to Company negligence in writing, including details of the agreed reason. The service will be cancelled within 2 working days of receipt of the agreed written request.

You agree that you shall defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees, asserted against the Company, its agents, officers and employees, that may arise or result from any service provided or performed or any product sold by you, your agents, employees or assigns. You agree to indemnify the Company against liabilities arising out of but not limited to:

1. Any injury to person or property caused by any products sold or distributed in connection with the Company;
2. Any material supplied by the Customer infringing or allegedly infringing on the proprietary rights of a third party;
3. Copyright infringement;
4. Loss of profits, loss of contracts, or any other direct, special, incidental, punitive, consequential or indirect damages, losses, costs or expenses of any kind arising from the supply or use of software or services, however caused. This limitation applies even if the Company or an authorised distributor has been advised of their possibility.

Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising from the provision of Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim. In any event, no claim shall be brought unless you have notified us of the claim in writing within 30 days of it arising.

Microsoft Azure pricing is subject to actual monthly usage and therefore billed in arrears. Reporting can be provided on request.

Chargeable Offboarding. All offboarding activities requested by the Client are chargeable services, including but not limited to user account deactivation, data migration, system access removal, and environment cleanup.

(i) Advance Purchase and Payment. The Client must purchase sufficient service hours in advance to cover the estimated time required for offboarding. All offboarding costs must be paid in full prior to commencement of any offboarding work. Speedster IT will provide an estimate upon request, but actual time may vary depending on complexity.

(ii) Access to Proprietary Systems and Documentation. Speedster IT retains ownership of all monitoring systems, tools, and documentation created by Speedster IT or its team. These materials are not included in standard offboarding services. If the Client requires exports or copies of such documentation, this will incur additional charges at Speedster IT’s prevailing rates.

Termination of Support and Obligations. Upon handover of all agreed credentials, passwords, or access details for devices and systems, Speedster IT’s support obligations immediately cease. All SLAs and contractual obligations terminate at the point of handover, and Speedster IT will not provide any further assistance unless a new agreement is entered into.

Finality of Claims. Once offboarding and handover are completed, the Client waives any and all future claims against Speedster IT relating to services provided during the term of the agreement, and any hardware or software sold or supplied by Speedster IT, unless otherwise expressly stated in writing.

Liability Disclaimer. Speedster IT shall not be liable for any loss, damage, or disruption arising after completion of offboarding and handover, including operational issues, data integrity, or system performance. All responsibility for ongoing management and security of systems transfers to the Client upon handover.

Indemnity. The Client agrees to indemnify and hold harmless Speedster IT, its officers, employees, and agents from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to the Client’s use or management of systems post-handover, or any third-party claims resulting from actions taken after offboarding completion.

No Implied Rights. Offboarding does not grant the Client any rights to Speedster IT’s intellectual property, proprietary systems, or internal processes.

By accepting and agreeing to a scheduled site survey, the Customer acknowledges that a cancellation fee may apply under certain circumstances. If the survey is cancelled with less than 48 hours’ notice, if the attending ISP engineer is refused access or unable to gain access to the premises, or if access is not possible due to missing building permits or other required authorisations, a cancellation charge will be incurred. This charge is determined at the discretion of the Internet Service Provider (ISP) and will be communicated accordingly.

This agreement shall be governed by English law within the jurisdiction of the English courts.

This agreement supersedes any written, electronic, or oral communication you may have had with the Company or any agent or representative thereof, and constitutes the complete and total agreement between the parties. Should any provision of this agreement be determined to be invalid or unenforceable, all other provisions shall remain in full force and effect, and said provision shall be reformed only to the extent necessary to make it enforceable.

By continuing to use the services provided by the Company, you are stating and acknowledging that you have read the aforementioned terms and conditions, that you understand such terms and conditions, and that you agree to be bound by them. Your statutory rights are not affected.

This Hosting Availability Service Level Agreement (SLA) applies to you (“Customer”) if you have ordered any of the following services from Speedster IT Ltd and your account is current (not past due): Shared Web Hosting Plans (Virtual Server), Virtual Private Servers, Dedicated Servers, and Managed Dedicated Servers.

“Server Availability” means the percentage of a particular month (based on 24-hour days for the number of days in that month) that the Customer’s server is available for access by third parties, as measured by Speedster IT Ltd.

Goal: Speedster IT Ltd’s goal is to achieve 100% Server Availability for all customers.

Remedy: If Server Availability falls below 99% in any month, Speedster IT Ltd will issue a credit to the Customer, calculated on the basis of the monthly service charge for the affected services:

Server Availability	Credit Percentage
100% to 99%	0%
98.9% to 95%	5%
94.9% to 89.9%	10%
89.8% to 84.9%	25%
84.8% and below	50%

No credits shall be issued under this SLA in connection with any failure caused by or associated with:

1. Circumstances beyond Speedster IT Ltd’s reasonable control, including acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike, interruption of telecommunications or third party services, failure of third party software, or inability to obtain supplies or power;
2. Attacks by viruses or hackers, including Distributed Denial of Service (DoS) attacks against Speedster IT Ltd’s network;
3. Failure of access circuits to the Speedster IT Ltd network, unless such failure is caused solely by Speedster IT Ltd;
4. Scheduled maintenance, system upgrades, or emergency maintenance;
5. DNS issues outside the direct control of Speedster IT Ltd;
6. Issues with FTP, POP, IMAP, or SMTP customer access;
7. False SLA breaches reported as a result of outages or errors of any Speedster IT Ltd measurement system;
8. Customer acts or omissions (or acts or omissions of others engaged or authorised by the Customer), including custom scripting or coding, negligence, wilful misconduct, or use of the Services in breach of Speedster IT Ltd’s Terms and Conditions;
9. Email or webmail delivery and transmission;
10. DNS propagation;
11. Outages elsewhere on the Internet that hinder access to your account. Speedster IT Ltd is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it;
12. Failure of hardware or equipment owned by the Customer, unless such failure was caused by Speedster IT Ltd.

Speedster IT Ltd will guarantee only those areas considered under its direct control: its server links to the Internet, its routers, and its servers.

Speedster IT can arrange engineer attendance at their Level 3 datacentre. Such access must be arranged in advance and will not be unreasonably refused. On-site visits must be co-ordinated and accompanied by Speedster IT, with a minimum attendance charge of £25 for the first hour or part thereof, and £20 per hour for each subsequent hour. Access at weekends or bank holidays will be charged at double rate. Remote access to the server will also be provided to reduce the likelihood of on-site visits.

To receive a credit, the Customer must make a request by email or in writing to Speedster IT Ltd. Each request must include the dates and times of the unavailability of the Customer’s server and must be received within seven business days after the service was not available.

If the unavailability is confirmed by Speedster IT Ltd, credits will be applied within 30 days of receipt of the Customer’s credit request. The total amount credited in any particular month under this SLA shall not exceed 50% of the hosting fee paid by the Customer for that month for the affected services.

Credits are exclusive of any applicable taxes and are the Customer’s sole and exclusive remedy with respect to any failure or deficiency in Server Availability. No consequential losses of service will be considered.