Prostack Terms of Service

This Web Hosting Service Agreement (the “Agreement”) is made between:

SHARPSTACK HOSTING LTD t/a Prostack (The “Provider”) of 25 Town Square, Stevenage, Hertfordshire, SG1 1BP registered in England Company No.10076269

and:

The client named in the order form (the “Customer”)

Whereas the Provider offers web hosting and associated services, and the Customer wishes to use the Provider’s services under the terms and conditions set out in this Agreement.

Now it is hereby agreed as follows: –

1. DEFINITIONS

1.1 Web Hosting Services: The term “Web Hosting Services” refers to the hosting, storage and software services provided by the Provider, accessible by the Customer via the internet.

1.2 Service Level Agreement: The “Service Level Agreement” refers to the agreement detailed on the Provider’s website, outlining the Provider’s commitment to uptime, performance and support.

2. SERVICES PROVIDED

2.1 Web Hosting Services: The Provider agrees to provide one or more Web Hosting Services as specified in the service order in consideration of the customer paying the relevant fees. This agreement shall also apply to any additional schedules or service orders. No other Web Hosting Services will be provided unless set out in an additional service order.

2.1.1 Access to Services: The Provider will provide the Customer with login credentials and the necessary technical specifications to access Web Hosting Services. The Customer is responsible for maintaining the security of login credentials.

2.1.2 Service Availability: The Provider agrees to provide access to the Web Hosting Services 24/7/365, subject to any scheduled maintenance or interruptions due to force majeure. The Providers obligations regarding uptime are detailed in the Service Level Agreement.

2.2 Domain Name Services: The Provider provides domain name registration, renewal and management services on behalf of its customers.

Unless otherwise agreed, all domain names registered by The Provider are registered in the name of the Customer. The Customer is therefore entitled to re-assign the name to another party if they end this Agreement provided all charges due under this Agreement have been settled.

The registration and use of your domain name are subject to the terms and conditions of use applied by the relevant naming authority; ICANN in the case of .COM/NET/ORG and Nominet in the case of domain names ending with .UK.
The Customer will ensure that they are aware of those terms and conditions and that they comply with them. The Customer has no right to bring any claim against The Provider in respect of refusal to register a domain name. Any administration charge paid by The Customer to The Provider shall be non-refundable notwithstanding refusal by the naming authority to register your desired name.

The Provider has no liability in respect of the use by The Customer of any domain name; any dispute between The Customer and any other party must be resolved between the parties concerned in such dispute. If any such dispute arises, The provider shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. The Provider is also entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.

The Provider shall not release any domain to another provider unless full payment for that domain has been received by The Provider. All charges payable by The Customer for the Services shall be in accordance with the scale of charges and rates published from time to time by us on our website and shall be due and payable in advance of our service provision.

3. TERM AND TERMINATION

3.1 Term: This Agreement shall commence on the commencement date set out in the service order or before/after this date when the Provider begins to supply any part of the Web Hosting Services set out in the service order.

The Provider’s standard hosting services (Shared, Reseller, Cloud and Dedicated servers) are provided on a monthly rolling term. The Provider offers longer contracted terms or advance payment options for Cloud, Dedicated Servers and advanced hosting solutions.

Annual Term

Paid Upfront – 5%

Biennial Term (2 years)

Billed Monthly – 5%

Paid Upfront – 7.5%

Triennial Term (3 years)

Billed Monthly – 10%

Billed Upfront – 12.5%

Invoices for hosting fees are issued 14 days in advance of the payment due date.

3.2 Annual Price Increase: The customer acknowledges and agrees that prices for hosting services are subject to an annual price increase of 5% (This does not include domain names, software licences and professional services which remain unchanged unless notified in a separate communication). Prostack reserves the right to modify the fees for hosting services by providing the customer with an invoice showing the revised price 14 days prior to the effective date of the price increase.

The Customer agrees that a price increase of 5% will be applied to Web Hosting Services (excluding domains, SSL certificates and software licences). This increase does not apply to Web Hosting Services provided throughout the Initial Term.

3.3. Termination by Either Party: Either Party may terminate this Agreement by providing 30 days written notice prior to the end of the Initial Term or any renewal term.

3.4 Termination for Cause: Either Party may terminate this Agreement immediately if the other Party breaches a material obligation under this Agreement and fails to remedy this breach within 30 days of receiving written notice.

3.5 Effect of Termination: Upon termination of this Agreement, the Provider shall disable the Customer’s access to the Web Hosting Services and the Customer shall return or destroy any proprietary materials belonging to the Provider.

3.6 Early Termination: In the absence of any material breach of this Agreement, should the Customer elect to terminate this Agreement prior to the end of the term, the Customer agrees to pay all monthly fees through the life of the agreement including any negotiated discounts, unless otherwise agreed with the Provider in writing.

4. FEES AND PAYMENT TERMS

4.1 Service Fees: The Customer agrees to pay the Provider the fees for Web Hosting Services as specified in the quotation or service order (the “Fees”). Fees are based on the service level chosen by the Customer and shall be invoiced on the frequency stated on the service order.

All charges for Services are payable in advance The Provider accepts payments via credit/debit cards, PayPal, bank transfer, and direct debit.

Upon successful payment The Customer will receive an automated receipt. The Customer’s registered billing email address will be included on this receipt and should be referenced in any billing enquiries to The Provider.

4.2 Payment Terms: The Customer agrees to pay each invoice within 14 days of the invoice issue date.

4.3 Additional Charges: The Provider may charge the Customer for additional services requested by the Customer that are outside the scope of the originally agreed Web Hosting Services. This may include, for example, additional storage or professional services. Such charges will be invoiced separately in accordance with applicable rates.

5. SUPPORT AND MAINTENANCE

5.1 Technical Support: The Provider will offer technical support 24/7/365 through the support helpdesk system. The Provider will also assign an account manager and provide telephone contact information. The Provider aims for 15-minute response times, with most issues resolved within one hour. Support scope covers hosting account assistance and platform functionality but excludes website design and development. Assistance with website development or other tasks outside the scope of web hosting support may be provided, but professional services fees will apply.

Support tickets can be opened either via the Customer’s client portal, or via a direct email sent to [email protected]. Tickets can only be created via email when sent from an email listed as an authorised contact. The Customer is responsible for maintaining the contact records and permissions of all authorised contacts on the account.

5.2 Professional Services: Professional services are defined as any service provided which falls outside of the contractual remit of the Provider and is not included as standard with Web Hosting Services. Professional services are charged at £100 + VAT per hour during business hours, or £200 + VAT per hour for emergency out-of-hours support.

5.3 Backup Services: The Provider agrees to take daily encrypted backups of all customer data stored on the Web Hosting Services. This backup data is stored offsite. Backups are taken once per day and retained for 7 days. Custom backup schedules with different frequency and retention periods can also be provided. Additional charges may apply for custom backup schedules. The Customer agrees that backups are provided as a disaster recovery service and are intended for emergency purposes only. Restoration of data from backup recovery points can usually be provided on the Customer’s request and at no additional charge. While we provide this service for disaster recovery, customers are strongly encouraged to maintain their own backups as part of their own business continuity planning. The Provider accepts no liability for consequential loss due to failure of backup or restore processes.

5.4 Migration Services: The Provider offers a free and fully managed migration service. The Provider agrees to assist with planning, testing and execution of a migration project to move hosting services from other web hosting suppliers to The Provider. The Provider does not offer any migration services from The Provider to other web hosting suppliers.

The Provider’s free migration service is offered to new customers and existing customers who purchase a new hosting service with The Provider. The Provider does not offer migration services to customers downgrading an existing hosting service. The scope of any migration project is to be predetermined and agreed prior to work commencing. The Provider reserves the right not to offer a migration service to any customer if the work is deemed outside of the scope of the migration service.

Customers may utilise The Provider’s migration services as much or as little as needed on any given project.

In order to use The Provider’s migration services, customers must provide full access to the source server(s) with the incumbent hosting provider.

Access details must consist of either

Full “root” level SSH access
cPanel control panel access
Plesk control panel access

If no access to any of the above services can be supplied, The Provider rmay still be able to assist with migration work on a “best efforts” basis. Without any of the above access, migration work is a manual process, and The Provider reserves the right to charge a professional services fee for such migrations depending on the complexity.

Migration work carried out during UK office hours (9am to 5:30pm), such as website replication, configuration modification, functionality testing and performance tuning, is provided free of charge.

Scheduled Migrations – Migration work that is required outside of office hours such as a data refresh/resync and DNS changes, must be scheduled and agreed in advance with our migrations team. For scheduled migration work that involves changes to production services (e.g. updating DNS to repoint a website from the old web host to The Provider), recommended best practice is for this to take place between a Monday and Thursday. Scheduled migration work support is offered free of charge.

Unscheduled or Emergency Migrations – The Provider may be unable to assist with supporting migration work requested outside of office hours if it has not been scheduled in advance with the The Provider’s migrations team. In cases like these, The Provider may offer “best efforts” support to assist, but in some cases, immediate assistance may be unavailable.

Professional services fees may apply for any unscheduled migration work completed.

5.5 Monitoring Services: The Provider will monitor the Web Hosting Services for the purposes of troubleshooting, data analytics in order to ensure Web Hosting Services are available and running optimally at all times. The Provider may monitor traffic for the purposes of statistical analysis, subject to a request of assistance from law enforcement agencies in relevant jurisdictions or as otherwise reasonable taking into consideration the Customer’s right to privacy of communications.

6. RESPONSIBILITIES AND OBLIGATIONS

6.1 Use of Web Hosting Services: The Customer agrees to use the Web Hosting Services in accordance with applicable laws and regulations. The Customer shall not use the Web Hosting Services to store, transmit or process any unlawful, infringing, or harmful content.

6.2 Grounds for Suspension: The Provider may suspend or terminate the Customer’s Web Hosting Services for violations including but not limited to:

– Payment failure

– Illegal activities

– System or network abuse

– Unsolicited bulk email

– Security breaches

– Terms and conditions violations

6.3 Data Backup: While the Provider may perform regular backups of customer data, the Customer acknowledges that they are responsible for maintaining backup copies of all critical data stored within the Web Hosting Services.

6.4 Security Obligations: The Customer is responsible for maintaining the confidentiality of login credentials and ensuring that only authorised personnel access the Web Hosting Services.

7. LIMITATION OF LIABILITY

7.1 Limitation of Liability: The Provider’s total liability for any claims arising from or related to this Agreement shall be limited to the total Fees paid by the Customer to the Provider in the 12 months preceding the claim.

7.2 No Liability for Indirect Damages: In no event shall either Party be liable for any indirect, incidental, special, or consequential damages, including loss of data, profits, or revenue, even if such damages were foreseeable.

8. INDEMNIFICATION

8.1 Indemnification by Provider: The Provider agrees to indemnify and hold harmless the Customer from any claims, damages, or liabilities arising out of the Provider’s breach of this Agreement, gross negligence, or wilful misconduct.

8.2 Indemnification by Customer: The Customer agrees to indemnify and hold harmless the Provider from any claims, damages, liabilities arising out of the Customer’s use of the Web Hosting Services, including any violation of laws of third-party rights.

9 DISPUTE RESOLUTION

9.1 Good Faith Negotiations: In the event of a dispute arising out of or related to this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiations.

9.2 Arbitration: If the dispute cannot be resolved through negotiations, the Parties agree that any disputes shall be resolved under English law through appropriate arbitration procedures. Formal complaints should be submitted to [email protected] for management review and investigation.

10. WARRANTIES AND REPRESENTATIONS

10.1 Provider’s Warranties: The Provider represents and warrants that it has the necessary rights, authority and expertise to provide the Web Hosting Services as described in this Agreement.

10.2 No Warranty on Third-Party Services: The Provider makes no warranty, express or implied, regarding the performance of any third-party services, software, or applications used in conjunction with the Web Hosting Services.

10.3 Disclaimer of Warranties: Except as expressly stated in this Agreement, the Provider makes no other warranties, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

11. GOVERNING LAW

11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

12. ENTIRE AGREEMENT

12.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior agreements, understandings, and communications, whether written or oral.

13. AMENDMENTS

13.1 Amendments: This Agreement may only be amended or modified by a written agreement signed by both Parties.

14. SEVERABILITY

14.1 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. NOTICES

15.1 Notices: Any notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail, electronic mail or by recognised overnight delivery service to the address on record as set out in this Agreement. Notices shall be deemed effective upon receipt.

16. NON-ASSIGNMENT

16.1 Non-assignment: This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.