Terms & Conditions

By signing up for the Services You warrant that You are at least 18 years old, and legally capable of entering into a binding contract; or acting with the express permission and using the payment details of a person or organization who in turn is agreeing to be bound by the terms of this contract.

By having a Southern IT Ltd hosted website or a software as a service database application You accept these Terms & Conditions.

Definitions

"Agreement" means any agreement to which these terms & conditions are incorporated.
"Southern IT Ltd" means Southern IT Ltd with registered office at Shadwell House, 65 Lower Green Road, Rusthall, Tunbridge Wells TN2 8TW company number 3562576.
"Package" means a collection of Services.
"Prices" means the Prices for the Services set out in order form or as otherwise notified to You.
"Services" means the Services to be provided by Southern IT Ltd.
"You/Your" means the person or company who purchases Services from Southern IT Ltd.

Duration & Renewal of Services

Services for which payment is required on a monthly or quarterly basis are available for fixed 12 month minimum contract period. Unless specifically stated to the contrary in the details of the Service and/or Package You purchase, the minimum contract term on all Packages shall be 12 months

When Entering into a contract as a consumer (not in the course of conducting business) the Consumer Protection (Distance Selling) Regulations 2000 allow you to cancel the Contract at any time within seven working days, beginning on the day after you receive written confirmation of our acceptance of your order. However, by placing your order for the Services, you agree to us commencing supply of those Services before the seven working days cooling off period has expired. As a result, you will not have the right to cancel the Contract under the Consumer Protection (Distance Selling) Regulations 2000.

Cancellation & Refunds

When entering into a contract as a consumer (not in the course of conducting business) the Consumer Contracts (Information, Cancellation and Additional Charges) Regulation 2013 (the regulations) allow you to cancel the Contract at any time within 14 days, beginning on the day after you receive written confirmation of our acceptance of your order.

Unless specifically stated to the contrary in the details of the Service and/or Package You purchase, or agreed by Southern IT Ltd in writing prior to purchase, Services are not available on a trial basis. It is Your responsibility to ensure that the Services you purchase are suitable for your technical requirements.

You are entitled to cancel the services by contacting Southern IT Ltd's cancellation team no more than 30 days prior to the expiry of your minimum contract term , and no less than one working day prior to the next payment date of that service. Once Southern IT Ltd accept your cancellation request you will be provided with written confirmation of cancellation requests will not be deemed to have been received and accepted until we have issued our written confirmation to you.

Southern IT Ltd reserves the right to cancel and/or suspend Your Service at any time without notice if You breach these General Terms & Conditions and/or our Acceptable Use Policy.

Charges due on account set-up fees, where applicable, are non-refundable.

In the event that Southern IT Ltd cancels Your Service for reasons other than Your breach of contract, You will be entitled to a pro rata refund based upon the remaining period of Your current contract term.

If You contravene Your Agreement with Southern IT Ltd, a refund will not be issued in the event of a cancellation.

Domain name purchases are non-refundable as they are purchased based on an up-front commitment.

Payment Policies

All accounts are set up on a prepay basis. Southern IT Ltd reserves the right to change prices of accounts or services at anytime, however all pricing is guaranteed for the period of prepayment. Payment is due each anniversary year or month following the date the account was established. A minimum hosting and/or support contract period is normally one year unless explicitly noted as otherwise. Customers will automatically be charged again at the end of their prepaid period unless closure notification has already been given. In situations where the cheque is declined or payment not received Southern IT Ltd will immediately suspend the facility to services until the outstanding charge is processed successfully. The customer is responsible for all monies owed on the account from the time it was established to the time that the customer sends a written cancellation request.

Appropriate Service Use

Southern IT Ltd reserves the right to refuse Service and/or access to its servers and/or Services to anyone.

Southern IT Ltd does not allow any content which breaches our Acceptable Use Policyto be stored on its servers. Southern IT Ltd reserves the right to remove content from the Services or suspend the Services immediately where it reasonably suspects such content breaches the Acceptable Use Policy. Southern IT Ltd shall notify You if it becomes aware of any allegation that You breach the Acceptable Use Policy.

Refusal of Service based on the content being contrary to our Acceptable Use Policy is entirely at the discretion of Southern IT Ltd. Southern IT Ltd reserves the right to move Your data to a different server with no prior notice.

You shall indemnify Southern IT Ltd against all damages, losses and expenses arising as a result of any action or claim that the data, content and/or any other material breaches the Acceptable Use Policy.

In the event that Southern IT Ltd removes data or content from the Services and/or suspends Your site and later reinstates such content and/or resumes the Services, You shall indemnify Southern IT Ltd against all damages, losses and expenses arising as a result of any action or claim that such content and/or data and/or the Services Your site breaches the Acceptable Use Policy.

Southern IT Ltd provides its software as a service database applications on the understanding that the Southern IT Ltd designed and coded web pages which are supplied specifically to work in conjunction with our in-house developed software packages are used solely with Southern IT Ltd designated hosting. We do not permit our software as a service database applications or matching web pages to update websites out of our control except with explicit and written permission so to do.

All web pages and coding therein remain the intellectual property of Southern IT Ltd and can only be used on a Southern IT Ltd designated server and with the express and written permission of Southern IT Ltd.

Scheduled Maintenance

To guarantee optimal performance on the servers, it is necessary for Southern IT Ltd to perform routine maintenance. Such maintenance often requires taking Southern IT Ltd Services off-line, typically performed during off-peak hours. Southern IT Ltd will give You advance notice of maintenance requiring the Services to be taken off-line whenever possible.

Support

We will endeavour to provide a continuous high quality service. If You experience problems with Your Service, You should consult Southern IT Ltd support department between the hours of 9.00am-5.00pm

Please note we may require suspension of some of Southern IT Ltd Services for short scheduled periods to carry out maintenance or repair to Southern IT Ltd Services. Information concerning scheduled downtime as are details of any interruptions to Southern IT's Services will be notified to you when possible.

Data

All data created or stored by You within Southern IT Ltd's applications and servers are Your property. Southern IT Ltd shall allow access to such data by only authorised Southern IT Ltd personnel. Southern IT Ltd makes no claim of ownership of any web server content, email content, or any other type of data contained within the accountholder's server space or within applications on Southern IT Ltd' servers.

Southern IT Ltd maintains backups of its servers and infrastructure pursuant to its own archiving and business continuity procedures. In the event of loss of or damage to your data relating to actions made by You or on Your behalf you will not be given access to any data stored as part of these procedures.

In the event of loss of or damage to your data relating to a failure in Southern IT Ltd systems or servers, Southern IT Ltd will make reasonable commercial efforts to assist you in the restoration of your data.

You shall indemnify Southern IT Ltd against all damages, losses and expenses arising as a result of any action or claim that the content or data of Your site or content or data accessed from or published as part of the Services infringes the intellectual property rights of a third party.

Data Location

Southern IT Ltd's hosting servers or virtual servers are UK based and data is backed up to servers based only within the United Kingdom and the EU. No data is held outside the EU

Passwords

It is the account owner's responsibility to keep all password(s) confidential, and to change the password on a regular basis. Southern IT Ltd is not responsible for any data losses or security issues due to stolen passwords or any passwords that You have intentionally or accidentally disclosed to any third party. Southern IT Ltd recommends that You use passwords that contain numbers and symbols in order to prevent unauthorized users from guessing commonly-used choices (i.e. "12345", "password", etc.).

Indeminifcation

Customer agrees that it shall defend, indemnify, save and hold Southern IT Ltd harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against Southern IT Ltd, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless Southern IT Ltd against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with Southern IT Ltd's designated server; (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to customer from Southern IT Ltd's designated server.

Disclaimers & Warranties

Southern IT Ltd backs up your data and or website on a daily basis and whilst every attempt would be made in the unlikely event of any corruption or hardware failure, Southern IT Ltd cannot guarantee to be able to replace all lost data. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all Service interruptions caused by Southern IT Ltd.

Southern IT Ltd makes no warranties or representations that any Service will be uninterrupted or error-free. You accept all Services provided hereunder "as is" without warranty of any kind.

So far as permitted by law and particularly in respect of non-consumers, all implied conditions, warranties and terms (whether express or implied by statute, common law, custom or otherwise) including, but not limited to, those relating to the exercise of reasonable care and skill, fitness for purpose and satisfactory quality (where applicable) are hereby excluded in relation to each of the Services to be provided hereunder to the fullest extent permitted by law.

Liability

Southern IT Ltd shall not be liable for any loss or damage of whatsoever nature suffered by You arising out of or in connection with any breach of this Agreement by You or any act, misrepresentation, error or omission made by You or on Your behalf.

Southern IT Ltd will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by You or for any wasted management time or failure to make anticipated savings or liability You incur to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.

No matter how many claims are made and whatever the basis of such claims, Southern IT Ltd's maximum aggregate liability to You under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by other provisions in this Agreement) whether such claim arises in contract or in tort shall not exceed a sum equal to the fees paid by You for the Services in relation to which Your claim arises during the 12 month period prior to such claim.

None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of Southern IT Ltd, its employees or its sub-contractors.

Southern IT Ltd shall not be liable for any interruptions to the Services or outages arising directly or indirectly from:-

1. interruptions to the flow of data to or from the internet;
2. changes, updates or repairs to the network or software which it uses as a platform to provide the Services;
3. the effects of the failure or interruption of Services provided by third parties;
4. factors outside of Southern IT Ltd's reasonable control;
5. Your actions or omissions (including, without limitation, breach of Your obligations set out in the Agreement) or those of any third parties;
6. problems with Your equipment and/or third party equipment;
7. interruptions to the Services requested by You.

Force Majeur

Southern IT Ltd shall not be responsible for any failure to provide any Services or perform any obligation under the Agreement because of any act of God, strike, lock-outs or other industrial disputes (whether involving the workforce of Southern IT Ltd (or any other party) or compliance with any law of governmental or any other order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers, work stoppage, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunication Services generally, or other similar force beyond its reasonable control.

Survival

The provisions, terms, conditions representations, warranties, covenants, and obligations contained in or imposed by this Agreement which by their performance after the termination of this Agreement, shall be and remain enforceable notwithstanding termination of the Agreement for any reason. However, neither party shall be liable to other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms but each party shall be liable for any damage from any breach by it of this Agreement.

Notice

You agree that any notice or communications required or permitted to be delivered under this Agreement by Southern IT Ltd to You shall be deemed to have been given if delivered by e-mail, in accordance with the contact information You have provided.

Governing Law

Your rights and obligations and all contemplated by this Agreement shall be governed by English law and You submit to the exclusive jurisdiction of the English Courts.

Legal fees

If any legal action or proceeding, including arbitration, relating to the performance or the enforcement of any provision of this Agreement is brought by any party to this Agreement, the prevailing party shall be entitled to recover reasonable legal fees, expert witness fees, costs and disbursements, in addition to any other relief to which the prevailing party may be entitled.

Assignment

You shall not assign, sub-license or transfer Your rights or obligations under this Agreement to any third party without the prior written consent of Southern IT Ltd However, in the event that Southern IT Ltd consents to such an assignment, sub-license or transfer, then this Agreement shall ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

Agreement

This Agreement constitutes the entire Agreement between the parties and agreements are representations or warranties, express or implied, statutory or otherwise and no agreements collateral here to than as expressly set or referred to herein. This Agreement supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein.

Amendments

We may update or amend these General Terms and Conditions,including any technical specification relating to the Services and/or Package, the Acceptable Use Policy, Privacy Policy and any information relating to the Services/Package from time to time to comply with law or to meet our changing business requirements. We will give You prior notice of any changes to the Agreement and You can choose to cancel the Services without penalty before the new terms affect you. Display of the modified terms and conditions shall be deemed to be notice to you. You also agree to review the terms and conditions regularly to ensure you are aware of any modifications.

Relationship of Parties

Nothing in this Agreement shall be construed as creating an agency relationship, partnership or joint venture between the parties.

Joint and Several Obligations

If any party consists of more than one entity, their obligations here under are joint and several.

No Third Party Obligations

This Agreement does not provide and shall not be constructed to provide any third parties, with any remedy, claim, cause of action or privilege.

Severability

In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. Southern IT Ltd will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of Southern IT Ltd as reflected in the original provision.

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