1.1 What These Terms Cover

These Terms apply to all services which we supply to you ("Services"). When we contract with you, the contract will consist of these Terms, together with the following (collectively the "Agreement"):

• 1.1.1 Privacy Policy;
• 1.1.2 Data Processing Agreement;
• 1.1.3 Cookies Policy;
• 1.1.4 Acceptable Use Policy;
• 1.1.5 Service Level Agreement (where applicable);
• 1.1.6 Supplemental (Service specific) terms that will be contained in schedules; and
• 1.1.7 Your accepted order.

If there is any conflict between the terms in any of these documents or in any schedule and these Terms, the terms of the relevant document or schedule will take precedence.

1.2 Alteration to and update of Services and Terms

We may from time to time make changes to this Agreement and change or discontinue any of the Services we provide. We will advise you of any such changes. If we discontinue a Service we will give you 12 months' written notice or such shorter period as may be necessary, for example in case of legislative change.

2.1 Orders will only be accepted if they are placed via our Website secure.sitecreator.com, one of our call operatives or my.sitecreator.com and if we can fulfil your order. We will accept your order by online confirmation or by email confirmation, and will provide you with an order number for reference purposes.

2.2 We accept payments in the following currencies GBP, USD, CAD, AUD and EUR.

2.3 We accept hosting subscriptions on a monthly or 12 month basis. Both subscription terms are renewed automatically at the end of the term, for the same period as the previous term.

3.1 You agree that you will keep secure the login name and password you use to access any part of the Services and not to pass that information to any unauthorised person. In the event of your login name and password being used by any unauthorised person, we accept no responsibility and you will be liable for additional charges arising therefrom.

3.2 It is your sole responsibility to make regular back-ups of your data and files used in connection with the Services. Even though we may make our own periodic back-ups for server maintenance purposes we are not responsible whatsoever for your data or files.

3.3 You agree to let us know as soon as possible on becoming aware of any unauthorised use of our Services.

3.4 You must comply with all legal requirements when using our Services including all UK Data Protection legislation and (for so long as the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU)2016/679), the Privacy and Electronic Communications Regulations 2003 and the Computer Misuse Act 1990.

3.5 You and anyone using our Services must comply with our Acceptable Use Policy and with any security policies or requirements we inform you about.

4.1 Please refer to our Privacy Policy for information about personal information you provide to us, why we need it and what we do with the information that you provide.

4.2 We will act as data processor for any personal information that is contained in content that you upload onto our servers as set out in more detail in our Data Processing Agreement.

5.1 Commencement, duration and renewals

The term of the Services you order from us ("subscription period") will be set out in the relevant Order form. We will send you a reminder by email to the email address you provide in your account details no later than four weeks before your subscription period is due to expire. You will need to renew and pay for an extension of the subscription period if you wish to prevent the Services from ending. Please ensure that your contact details are kept up to date. We will not accept any liability for any failures to renew subscriptions caused by inaccurate or out of date contact details.

5.2 Delays

We cannot be held responsible for delays caused by external events that are not within our control. However we will let you know about any delays and what we are doing to try to minimise any adverse effects of the delay.

5.3 Maintenance

We will endeavour to perform scheduled server maintenance during off-peak hours and, if this requires any servers to be taken off line we will send you an email to give you as much advance warning of this as practicable. Where emergency maintenance work is required due to unforeseen events or security related incidents we may not be able to give you notice in advance, but will keep any server downtime to as short a period as we are able to.

5.4 Intellectual Property Rights ("IPR")

All IPRs in the Services (including in any software) are owned by us or by third party licensors. You acquire no rights in any of the Services or software that we provide or make available to you as part of our supply of Services to you.

5.5 Usage Limits

• 5.5.1 In the event use by you of any of our Services exceeds any contract limits or quotas set as part of your package or reaches the point where it has an adverse effect on our servers, data, storage, networking or other infrastructure we will endeavour to notify you by email when your usage exceeds your allowances. However it is your responsibility to monitor and control your usage.
• 5.5.2 In such circumstances, and whether or not we have given you notice we reserve the right to:
  • (a) suspend provision of the affected Services in accordance with clause 7 below; and
  • (b) charge you for excess usage, over and above your contract limit or quota, at our then prevailing rates as published by us from time to time.

Our Service Level Agreement sets out the service levels you will receive from us.

7.1 We reserve the right to suspend the provision of Services to you in whole or in part in the following circumstances:

• 7.1.1 for updates to our Services including for regulatory or legal reasons, and where necessary for essential maintenance whether remedial or preventative;
• 7.1.2 use by you of the Services in excess of any contract limits or quotas as set out in clause 5.5.2 above;
• 7.1.3 non-payment by you for the Services until payment. We will contact you by email to provide at least 24 hours’ notice of our intention to suspend for non-payment;
• 7.1.4 breaches by you of the Acceptable Use Policy. All such breaches will be considered to be material breaches and suspension of services may be immediate without notice. At our discretion we may send you an email notice specifying the breach to allow you up to 24 hours to remedy the breach to avoid suspension.

Where suspension occurs under clause 7.1.1 above, and the suspension is longer than twenty-eight days you will not be charged for the period of suspension. Where you have paid in advance you will be credited for or refunded the relevant amount.

8.1 You can end the Agreement in the following ways:

• 8.1.1 Monthly and automatically renewing Services may be terminated by you on giving notice to us via email at least 14 days before your next billing date for the Service(s) you wish to terminate. Termination will take effect from that billing date. You will receive an email confirmation of receipt of your notice.
• 8.1.2 You may also terminate any Service we provide to you if we are in material breach of our obligations to you under this Agreement. To do so please send email notice of termination to us at cancel@sitecreator.com setting out the reasons for your termination. Unless your reason does not establish material breach on our part, termination will take effect within 24 hours after receipt of your notice of termination. You may be eligible for a refund of any balance of fees paid in advance, but this will be your sole remedy for our breach.
• 8.1.3 For web hosting services you may exercise your rights under our 30 day money-back guarantee. Please refer to the Web Hosting Supplemental Terms
• 8.1.4 If you are a Consumer you have a legal right to change your mind within 14 days of your Order and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms. Please note that in the case of domain names, the cancellation process is governed by the relevant Domain Name Registry. Please refer to https://www.iana.org/domains/root/db to locate the Registry responsible for your domain name extension. To exercise your right to cancel you must give us clear written notice of your cancellation. We recommend that this is done via my.sitecreator.com , but you may also write to us at Larch House, Parklands Business Park, Denmead, Hampshire, United Kingdom, PO7 6XP. Your notice must have been sent (but not necessarily received by us) before the 14 day period has ended.

8.2 We will make refunds as soon as we can, and if you are a Consumer exercising a right to cancel (see clause 8.1.4 above), within 14 days of your notice of cancellation having been given to us. Please note that we may deduct from the refunds any charges for the period prior to cancellation that you received the relevant Service from us, whether you used it or not.

8.3 We can end the Agreement immediately in writing for the following reasons:

• 8.3.1 you fail to pay any charges due.
• 8.3.2 you are in material or repeated breach of these Terms and, where capable of remedy, you fail to remedy the breach within 14 days after receiving written notice of the breach from us.
• 8.3.3 you are in breach of any policy forming part of these Terms if not remedied (where capable of remedy) within 24 hours of notification of the breach to you. Please note that a breach of any part of the Acceptable Use Policy constitutes a material breach of the Agreement and we shall not be obliged to provide you with any notice prior to termination or suspension of the Services.
• 8.3.4 we reasonably determine that the use by you of our Services causes a risk for the security and stability of our systems, whether caused by action, omission or failure on your part or on the part of your end users.

9.1 The prices we charge for our Services are clearly displayed on the ordering pages as you follow the ordering process. The prices are shown exclusive of VAT. The rate at which VAT is charged will be the rate in force at the date of supply of the Services. Please note that additional charges may be applied where you exceed any agreed usage levels or quotas.

9.2 Price increases will be notified to you by email or via my.sitecreator.com at least 28 days before coming into effect. You may end your Agreement with us for the Services that are subject to a price increase by following the procedure set out in clause 8.1.1 above.

9.3 Our charges are payable as specified in the Service specific schedules relating to the Services in question, together with VAT and any other applicable taxes.

9.4 Where you fail to make payment by the due date we reserve the right to:

• 9.4.1 suspend the supply of the Services to you until payment of the overdue amount is made in full; and/or
• 9.4.2 terminate the Agreement to supply the Services in whole or in part.

9.5 Where you have selected to receive Services with automatic renewal, we will let you know when the next renewal is impending and that we will automatically charge your credit or debit card, or auto-renew via PayPal if this method is used. Notice will be given by email to your last notified email address and via my.sitecreator.com. It is your responsibility to ensure that your payment method will allow us to collect payment on automatic renewal.

9.6 If you wish to end any automatic renewal arrangement, please contact us on UK 0333 016 0901 US 1 833 580 1552 EU 0808 196 4522 AUZ 1 800 531 501 or by email at renew@sitecreator.com or via the live chat function on our website so that we can agree alternative payment options with you.

9.7 Please ensure that your payment preferences are kept up to date in your my.sitecreator.com. We cannot be liable if your Service is terminated because of a failed renewal caused by our being unable to collect payment.

10.1 Nothing in this agreement shall operate to exclude or limit our liability to you, or your liability to us for:

• 10.1.1 death or personal injury caused by negligence;
• 10.1.2 any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
• 10.1.3 fraud; or
• 10.1.4 any other liability which cannot be excluded or limited under applicable law.

10.2 Neither you nor we shall be liable to the other for any loss of profit, loss or destruction of data, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage or any other claims for compensation relating to the use or the inability to use or otherwise connected to the provision of the Services.

10.3 Save for Clause 10.1, our aggregate liability to you in respect of claims based on events in any calendar year arising out of or in connection with this agreement, or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the value of 12 months’ cost of Services provided to you or £4,000 if greater.

10.4 Whilst we use reasonable care to maintain and monitor our systems we exclude any liability for any loss or damages whether direct or indirect that you may suffer as a result of any systems failure or any virus, worm, or other disabling device, whether or not under our control, except as set out in our Service Level Agreement.

10.5 You will compensate us for all costs, claims, damages, and expenses incurred by us or for which we may become liable due to your failure to comply with any of your obligations under this agreement (including failures arising from the actions of your end users) including but not exclusively:

• 10.5.1 a claim of intellectual property infringement made against us by a third party arising from your infringement or alleged infringement (whether innocently or knowingly) of third party rights;
• 10.5.2 your or your end users’ misuse of the Services;
• 10.5.3 your breach of the Agreement including but not exclusively the Acceptable Use Policy by you or any of your end users,
• 10.5.4 negligence or other misuse of our products or services.

11.1 In the event of any dispute or claim arising out of or related to this Agreement, you and we shall use reasonable efforts to settle the dispute or claim by consulting and negotiating with each other. This commitment is made notwithstanding each of our rights to bring a formal claim if necessary. You may also use the Online Dispute Resolution website at http://ec.europa.eu/consumers/odr an official website managed by the European Commission dedicated to helping consumers and traders resolve their disputes out-of-court. If you wish to use the Online Dispute Resolution service, please also let us know via email.

11.2 You and we irrevocably agree that:

• 11.2.1 this Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the law of England and Wales.
• 11.2.2 the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter.

12.1 All notices which are required to be given by you or us must be sent as follows:

• 12.1.1 to us by via your Site Creator control panel or by writing to us by registered post at Larch House, Parklands Business Park, Denmead, Hampshire, United Kingdom, PO7 6XP;
• 12.1.2 to you via Site Creator control panel, by email or first class post to the email or postal address given by you in your portal on the date when the notice is sent;
• 12.1.3 Any notice shall be deemed to have been received:
  • (a) by email on the date notice is sent;
  • (b) by first class post two working days after the date notice is sent;
  • (c) by registered post on the date the letter is signed for.

12.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.1 Announcements

• 13.1.1 you shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, or the relationship between us, without our prior written consent, except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.

13.2 Assignment

• 13.2.1 You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights or obligations under this agreement.

13.3 Entire Agreement

• 13.3.1 This agreement constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

13.4 Third Party Rights

• 13.4.1 Unless it expressly states otherwise, this agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
• 13.4.2 The rights of each of us to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

13.5 Variation

• 13.5.1 No variation of this agreement shall be effective unless it is in writing and signed by both of us.

13.6 Waiver

• 13.6.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy
• 13.6.2 A failure or delay by either of us to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

13.7 Severance

• 13.7.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

13.8 Force Majeure

• 13.8.1 With the exception of your payment obligations, neither of us shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations.