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.

2.2 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.

2.3 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.

2.4 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. On completion of the initial term and if a new renewal term is not agreed, services will automatically continue on a month by month basis. In this case services may be terminated at any time, but all open and unpaid invoices must be settled prior to service termination.

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. DATA PROCESSING

This section forms part of the Prostack Terms of Service (the “Agreement”) and sets out the terms on which Sharpstack Hosting Ltd t/a Prostack (the “Provider” or “Processor”) processes personal data on behalf of the Customer (the “Controller”) in connection with the Web Hosting Services. It is intended to satisfy the requirements of Article 28 of the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018.

By accepting these Terms of Service, the Customer agrees to the data processing terms set out in this section. Where the Customer requires a separately executed Data Processing Agreement, the Provider will make one available on request.

7.1 Definitions

In this section, the following terms have the meanings set out below. Terms not defined here have the meanings given in the UK GDPR.

7.2 Roles of the Parties

The parties acknowledge that, in relation to any Personal Data hosted or processed as part of the Web Hosting Services:

• the Customer is the Controller, responsible for determining the purposes and means of processing Personal Data; and
• the Provider is the Processor, processing Personal Data only on behalf of and on the documented instructions of the Customer.

The Customer warrants that it has a lawful basis for processing the Personal Data it stores or transmits via the Web Hosting Services and that it has provided all necessary notices to and obtained all necessary consents from Data Subjects as required by applicable data protection law.

7.3 Details of Processing

The Provider processes Personal Data on behalf of the Customer for the following purposes and on the following terms:

7.4 Provider Obligations

7.4.1 Instructions: The Provider shall process Personal Data only on the documented instructions of the Customer, as set out in this Agreement and any written instructions provided by the Customer from time to time. Where applicable law requires the Provider to process Personal Data without instruction, the Provider shall inform the Customer of that legal requirement before processing, unless prohibited from doing so.

7.4.2 Confidentiality: The Provider shall ensure that all personnel authorised to process Personal Data under this Agreement are subject to a binding obligation of confidentiality.

7.4.3 Security: The Provider shall maintain appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. These measures include:

• ISO 27001:2022-certified information security management system;
• encryption of data at rest and in transit;
• daily encrypted backups retained for 7 days and stored offsite;
• access controls limiting access to Personal Data to authorised personnel only;
• 24/7 infrastructure monitoring; and
• regular penetration testing and vulnerability management.

7.4.4 Sub-processors: The Customer grants general authorisation for the Provider to engage Sub-processors in connection with the delivery of the Web Hosting Services. The Provider maintains a current list of its Sub-processors, a full copy of which is available to the Customer on request. The Provider shall:

• provide the Customer with no less than 14 days’ prior written notice of any intended addition or replacement of a Sub-processor;
• give the Customer the opportunity to object to such a change within that notice period;
• impose data protection obligations on Sub-processors equivalent to those in this section; and
• remain liable to the Customer for the acts and omissions of any Sub-processor.

7.4.5 Data Subject Rights: The Provider shall, to the extent possible and taking into account the nature of processing, assist the Customer in responding to requests from Data Subjects exercising their rights under the UK GDPR. The Provider shall promptly notify the Customer of any Data Subject request it receives directly and shall not respond to such requests without the Customer’s prior written authorisation.

7.4.6 Security Incident Notification: The Provider shall notify the Customer without undue delay, and in any event within 48 hours, of becoming aware of a Security Incident affecting Personal Data processed under this Agreement. Notification shall include, to the extent then known: the nature of the incident, the categories and approximate number of Data Subjects and records affected, and the measures taken or proposed to address the incident. Notification does not constitute an admission of fault or liability.

7.4.7 Deletion or Return of Personal Data: Upon termination of the Services or written request from the Customer, the Provider shall, at the Customer’s election, securely delete or return all Personal Data processed under this Agreement, and certify that this has been completed. Personal Data held in encrypted backup media will be securely overwritten within 7 days in the ordinary course of the Provider’s backup rotation cycle. The Provider may retain Personal Data to the extent required by applicable law, in which case it shall inform the Customer accordingly.

7.4.8 Audit Rights: The Provider shall make available to the Customer, on reasonable written request (with no less than 30 days’ notice), information necessary to demonstrate compliance with this section. Audits shall be conducted no more than once per calendar year during normal business hours, at the Customer’s cost. The Provider may satisfy audit obligations by providing relevant third-party certifications, including ISO 27001 certification, where the Customer agrees this is sufficient.

7.4.9 Assistance with Compliance: The Provider shall provide reasonable assistance to the Customer in meeting its obligations under Articles 32 to 36 of the UK GDPR, including in relation to security of processing, Security Incident notification, data protection impact assessments and prior consultation, having regard to the nature of processing and the information available to the Provider.

7.5 International Transfers

The Provider shall not transfer Personal Data outside the United Kingdom without the Customer’s prior written consent, except where such transfer is to a country benefiting from UK adequacy regulations or is otherwise subject to appropriate safeguards in accordance with the UK GDPR. Where Sub-processors are located outside the United Kingdom, the Provider shall ensure that appropriate transfer mechanisms are in place, including UK International Data Transfer Agreements (IDTAs) or equivalent safeguards.

7.6 Liability

Each party’s liability under this section shall be subject to the limitations and exclusions set out in section 8 of this Agreement (Limitation of Liability). Nothing in this section excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

7.7 Standalone Data Processing Agreement

Where the Customer requires a separately executed Data Processing Agreement — for example to satisfy the requirements of their own clients, insurers or regulators — the Provider will make one available on request. The terms of any such agreement shall be consistent with this section. In the event of any conflict between a signed standalone Data Processing Agreement and this section, the standalone agreement shall take precedence in relation to the processing of Personal Data.

Requests for a standalone Data Processing Agreement should be directed to: [email protected]

7.8 Updates to This Section

The Provider may update this section from time to time to reflect changes in applicable law or the Services. The Provider shall provide no less than 30 days’ prior written notice of any material changes. Continued use of the Web Hosting Services following the effective date of any change constitutes acceptance of the updated terms.

8. LIMITATION OF LIABILITY

8.1 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.

8.2 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.

9. INDEMNIFICATION

9.1 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.

9.2 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.

10. DISPUTE RESOLUTION

10.1 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.

10.2 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.

11. WARRANTIES AND REPRESENTATIONS

11.1 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.

11.2 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.

11.3 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.

12. GOVERNING LAW

12.1 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.

13. ENTIRE AGREEMENT

13.1 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.

14. AMENDMENTS

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

15. SEVERABILITY

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

16. NOTICES

16.1 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.

17. NON-ASSIGNMENT

17.1 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.