White Light Hosting Ltd t/a Sentinel Infrastructure
Telephone: 01452 881 471
This Agreement (“Agreement”) is between White Light Hosting Ltd t/a Sentinel Infrastructure (“Sentinel Infrastructure”, “we”, “us”) and the person (individual or legal person) who signs Sentinel Infrastructure’s order form (“Order”) incorporating this Agreement by reference (“Customer”). This Agreement governs the Customer’s use of Sentinel Infrastructure’s web hosting and/or related services.
Subject to the terms of this Agreement, and contingent on the Customer’s satisfaction of Sentinel Infrastructure’s credit approval requirements, Sentinel Infrastructure agrees to provide the Customer with web hosting and/or related services selected by the Customer from Sentinel Infrastructure’s then-published list of services (“Services”) and as described in the Order, for the fees stated in the Order. The Services to be provided initially to the Customer shall be as selected in the Order and thereafter as established through correspondence between the Customer and Sentinel Infrastructure.
The initial term of the Agreement shall begin on the date that Sentinel Infrastructure generates an order confirmation email message to the Customer announcing the activation of the Customer’s account (the “Service Commencement Date”) and shall continue for the number of months stated in the Order (the “Initial Term”). However, no service shall commence unless and until Sentinel Infrastructure receives and accepts a completed Order from the Customer, plus payment in full for Services to be rendered during the Initial Term and any set-up charges. Sentinel Infrastructure reserves the right to reject any submitted Order for any or no reason prior to written acceptance thereof.
Upon expiration of the Initial Term, this Agreement shall automatically renew for successive terms of the same length as the Initial Term (“Renewal Term”) unless Sentinel Infrastructure or the Customer provides the other with written notice of non-renewal at least fourteen (14) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the “Term”.
All fees for Services rendered or provided to the Customer shall be in accordance with Sentinel Infrastructure’s prices. The Customer’s billing cycle shall be monthly, quarterly, annually or biennially as indicated on the Order, beginning on the Service Commencement Date. Sentinel Infrastructure may require payment for the first billing cycle before beginning service. Fees for the Renewal Term are payable seven (7) days in advance of each billing cycle.
If the Order provides for credit/debit card billing, the Customer authorises Sentinel Infrastructure to bill subsequent fees to the credit/debit card before, on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise Sentinel Infrastructure will invoice the Customer via electronic mail to the Primary Customer Contact listed on the Order. Payments must be made in Great British Pounds. The Customer is responsible for providing Sentinel Infrastructure with changes to billing information (such as credit card expiration or change in billing address). Payment in full of such invoiced amount is due upon receipt of the invoice.
Should payment in full of any invoice not be received, Sentinel Infrastructure may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. In addition, Sentinel Infrastructure may terminate this Agreement and/or suspend Services without notice if payment for Services is overdue. Fees not disputed within thirty (30) days of due date are conclusively deemed accurate. The Customer agrees to pay Sentinel Infrastructure’s reasonable reinstatement fee following a suspension of service for non-payment, and to pay Sentinel Infrastructure’s reasonable costs of collection of overdue amounts, including collection agency fees, legal fees and court costs.
Sentinel Infrastructure may amend the Services and/or the fees it charges for Services by giving at least fourteen (14) days’ notice to the Customer, and if the Customer does not give a notice of non-renewal as provided in the “Term” section above, the Customer shall be deemed to have accepted the new fee for any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).
At Sentinel Infrastructure’s request, the Customer shall remit to Sentinel Infrastructure all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on Sentinel Infrastructure) regardless of whether Sentinel Infrastructure fails to collect the tax at the time the related services are provided.
The Customer acknowledges that the amount of the fee for Services is based on the Customer’s agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event Sentinel Infrastructure terminates the Agreement for the Customer’s breach of the Agreement in accordance with the “Suspension and Termination” section below, or the Customer terminates the service other than in accordance with that section for Sentinel Infrastructure’s breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due seven (7) business days following termination of the Agreement.
The Customer agrees to use the services in compliance with applicable law and Sentinel Infrastructure’s Acceptable Use Policy (“AUP”), which is hereby incorporated by reference in this Agreement. The Customer agrees that Sentinel Infrastructure may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on the Customer’s use of the Services.
Amendments to the AUP are effective on the earlier of Sentinel Infrastructure’s notice to the Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. The Customer agrees to cooperate with Sentinel Infrastructure’s reasonable investigation of any suspected violation of the AUP. In the event of a dispute between Sentinel Infrastructure and the Customer regarding the interpretation of the AUP, Sentinel Infrastructure’s commercially reasonable interpretation of the AUP shall govern.
The Customer represents and warrants to Sentinel Infrastructure that the information he, she or it has provided and will provide to Sentinel Infrastructure for purposes of establishing and maintaining the service is accurate. If the Customer is an individual, the Customer represents and warrants to Sentinel Infrastructure that he or she is at least 18 years of age, and Sentinel Infrastructure reserves the right to ask for proof of age (in the form of a valid passport or photo driving licence) and to carry out checks to verify the information provided. Sentinel Infrastructure may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to the Customer’s account until the Customer has provided a written notice changing the Primary Customer Contact.
The Customer agrees to indemnify and hold harmless Sentinel Infrastructure, Sentinel Infrastructure’s affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of the Customer’s services in violation of applicable law or the AUP by the Customer or any person using the Customer’s log-on information, regardless of whether such person has been authorised to use the services by the Customer.
CUSTOMER AGREES TO USE ALL SENTINEL INFRASTRUCTURE’S SERVICES AND ANY INFORMATION OBTAINED THROUGH OR FROM SENTINEL INFRASTRUCTURE AT CUSTOMER’S OWN RISK. SENTINEL INFRASTRUCTURE DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SENTINEL INFRASTRUCTURE DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF SENTINEL INFRASTRUCTURE AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY THE CUSTOMER FOR THREE MONTHS OF SERVICE.
The Customer agrees that Sentinel Infrastructure may suspend services to the Customer without notice and without liability if: (i) Sentinel Infrastructure reasonably believes that the services are being used in violation of any Terms and Conditions or the AUP; (ii) the Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) Sentinel Infrastructure reasonably believes that the suspension of service is necessary to protect its network or its other customers; or (iv) as requested by a law enforcement or regulatory agency. The Customer shall pay Sentinel Infrastructure’s reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection. Sentinel Infrastructure operates a Banned Services Policy in the instance of a chargeback or misuse of a Sentinel Infrastructure product or service.
The Agreement may be terminated by either party, without cause, by giving the other party fourteen (14) days’ prior written notice. The Agreement may be terminated by the Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if Sentinel Infrastructure fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of the Customer’s written notice describing the failure in reasonable detail.
The Agreement may be terminated by Sentinel Infrastructure prior to the expiration of the Initial Term or any Renewal Term without liability as follows:
Either party may terminate this Agreement upon ten (10) days’ advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
If a domain name is transferred or cancelled within the first 2 years of registration, an administration fee of twelve pounds ninety-nine pence (£12.99) excluding VAT will be charged. The transfer or change of handle/tags will not take place until payment has been received in full.
The Customer agrees that Sentinel Infrastructure may, without notice to the Customer, (i) report to the appropriate authorities any conduct by the Customer or any of the Customer’s customers or end users that Sentinel Infrastructure believes violates applicable law, and (ii) provide any information that it has about the Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
The Customer agrees to maintain a current copy of all content hosted by Sentinel Infrastructure notwithstanding any agreement by Sentinel Infrastructure to provide back-up services.
Upgrades and other changes in Sentinel Infrastructure’s network, including but not limited to changes in its software, hardware, and service providers, may affect the display or operation of the Customer’s hosted content and/or applications. Sentinel Infrastructure reserves the right to change its network in its commercially reasonable discretion, and Sentinel Infrastructure shall not be liable for any resulting harm to the Customer.
Notices to Sentinel Infrastructure under the Agreement shall be given via electronic mail to the email address posted for customer support on www.sentinelinfra.co.uk. Notices to the Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. The Customer may change his, her or its notice address by a notice given in accordance with this section.
Sentinel Infrastructure shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Sentinel Infrastructure’s control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organised labour action, theft, destruction, terrorist activity, acts of God or other events of a magnitude or type for which precautions are not generally taken in the industry.
The Agreement shall be governed by the laws of England and all claims concerning this Agreement shall be brought exclusively in English courts located in England. The parties hereby consent to submit to the jurisdiction of such courts and waive any personal jurisdiction or venue defences concerning said forum. The Customer is deemed to have agreed to this Agreement when commencing use of any of Sentinel Infrastructure’s services.
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trade mark without the other party’s prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority.
Sentinel Infrastructure reserves the right to amend this Agreement and the AUP, and the Customer shall be bound by any such amendments. The Customer shall have the obligation to periodically visit Sentinel Infrastructure’s website www.sentinelinfra.co.uk to review the AUP and make certain the Customer is in full compliance therewith. In the event of any inconsistencies between this Agreement and the AUP, the terms of the AUP shall govern.
The terms on the Customer’s purchase order or other business forms are not binding on Sentinel Infrastructure unless they are expressly incorporated into a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its rights under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties.
The following provisions will survive expiration or termination of the Agreement: fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third-party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third-party beneficiaries to the Agreement.
The Customer may not transfer the Agreement without Sentinel Infrastructure’s prior written consent. Sentinel Infrastructure’s approval for assignment is contingent on the assignee meeting Sentinel Infrastructure’s credit approval criteria. Sentinel Infrastructure may assign the Agreement in whole or in part. This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces any prior understanding or communication, written or oral. The Customer is deemed to have agreed to this Agreement when commencing use of any of Sentinel Infrastructure’s Services.
The Sentinel Infrastructure Acceptable Use Policy has been developed with the following objectives:
We expect our Customers to use the Internet with courtesy and responsibility and to be familiar with and to practice good Internet etiquette. By adhering to the following policies, our Customers are protecting the rights and privileges of all Internet users. Violation of any of the following policies is strictly prohibited and will result in:
Customers are prohibited from transmitting on or through any of Sentinel Infrastructure’s services any material that is, in Sentinel Infrastructure’s sole discretion, unlawful, threatening, abusive, libellous, or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or international law, statute or regulation.
Sentinel Infrastructure’s services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of UK regulation or law is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or any other statute. Sentinel Infrastructure reserves the right to remove such illegal material from its servers.
Customers may not engage in tortious conduct including, but not limited to, posting of defamatory, scandalous, or private information about a person without their consent, intentionally inflicting emotional distress, or making physical threats against another person via email, news, or any other electronic media or service we provide.
The Customer is responsible for providing and maintaining accurate and up-to-date billing information. Furnishing false data on the signup form, contract, or online application, including fraudulent use of credit card numbers, is grounds for immediate termination, and may subject the offender to civil or criminal liability.
Customers must ensure that all material and data placed on Sentinel Infrastructure’s equipment is in a condition that is “server-ready”, which is in a form requiring no additional manipulation on Sentinel Infrastructure’s part. We shall make no effort to validate this information for content, correctness or usability. In the event that the Customer’s material is not “server-ready”, we have the option at any time to reject this material. Sentinel Infrastructure will notify the Customer immediately of its refusal of the material and afford the Customer the opportunity to amend or modify the material to satisfy our requirements.
Use of Sentinel Infrastructure’s service requires a certain level of knowledge in the use of internet languages, protocols, and software. This level of knowledge varies depending on the anticipated use and desired content of the Customer’s web space. Customers must have the necessary knowledge to create and maintain a web space. It is not the responsibility of Sentinel Infrastructure to provide this knowledge or customer support outside of the service defined in the Service Agreement.
This Acceptable Use Policy defines the actions which Sentinel Infrastructure considers to be abusive, and thus strictly prohibited. The examples set forth in this policy are non-exclusive, and are provided solely for guidance to customers. If you are unsure whether any contemplated use or activity is prohibited, please contact us using our online forms and we will assist you. Please note that the activities set forth above are also not permitted from other internet service providers on behalf of, or to advertise, any service hosted by Sentinel Infrastructure or connected via our network. Furthermore, such services may not be advertised via deceptive marketing policies.
Sentinel Infrastructure must further limit any exceptions made to the Acceptable Use Policy as secondary in regards to server and network security, performance and integrity. Any user, regardless of exception status, may have his or her service disabled if it is interfering with our servers or network. Specific questions about this policy should be submitted via our online forms. Reports of activity in violation of this policy may be sent via registered post to our head office.
Sentinel Infrastructure operates an Auto-Renewal Policy on all products and services, which is designed to ensure continuity of service. Customers can opt out of Auto-Renewal or manage their Auto-Renewal settings for individual or all Sentinel Infrastructure products and services via their Account Control Panel.
For customers with Auto-Renewal active, fees for the Renewal Term are payable seven (7) days in advance of the contract expiry date. As per the Sentinel Infrastructure Cancellation Policy, customers wishing to cancel their Auto-Renewal must do so in writing (using the Cancellation Queue in the ticket system) at least 14 days prior to the contract expiry date. It is important that customers ensure their contact and billing details, specifically their email address, are up to date. You will be notified when a payment has been taken from your credit card.
To ensure services are renewed via Auto-Renewal, customers must ensure that their contact and billing details are updated at all times. Customers updating credit/debit card details must be aware that they will be at risk of losing services if details are not updated before the day services are scheduled to expire. Sentinel Infrastructure cannot be held responsible for loss of a domain name if the Auto-Renewal is cancelled or a customer’s contact and billing details are not up to date, therefore preventing the Auto-Renewal from taking place. Auto-Renewal of Sentinel Infrastructure services is excluded from the refund policy as it is the customer’s responsibility to cancel services, in writing, 14 days prior to the contract expiry date.
If you have any problems with or enquiries about our Auto-Renewal service, please contact our Billing Team. You can call on 01452 881 471 between 9.00am and 5.00pm, Monday to Friday, or you can submit a ticket at any time.