Terms and Conditions

1. Definitions #

Registrar means an entity accredited by the Registry to offer registration services for a particular domain space. We use different Registrars when processing certain domain name registrations.

Registration Agreement means the agreement or agreements to be entered into between the registrant and the Registrar, the relevant Registry or other authority to register, renew or transfer a domain name.

Registrant means the applicant for, and on registration, the licence holder of a domain name.

Registry or Naming Authority means the entity authorised to administer the registry for a domain name.

auDA means .au Domain Administration Limited ACN 079 009 340, the .au domain names administrator.

Domain Name means the domain name which is the subject of your application, and if successful, the Domain Name Licence.

Domain Name Licence means your licence to use the Domain Name which is the subject of your application.

auDA Published Policies means those specifications and policies established and published by auDA from time to time at http://www.auda.org.au.

2. Terms and Services #

2.1 This Agreement commences on the date you accept the terms (as noted above), and terminates on the day notified by either party in accordance with the terms of this Agreement.

2.2 Services will be automatically invoiced for renewal for further periods equal to the previous term. Failure to pay the invoice before the service expires will result in the service being suspended. Suspended services will be cancelled once an unpaid invoice is 28 days passed its due date. Cancelled services will incur a re-activation fee which will be quoted and require payment before the service is re-activated. Not all services are possible to be re-activated as we may have deleted all associated data once the service has been cancelled.

2.3 If you (or your end customer) wish to cancel an individual Service, you (or the end customer, as the case may be) must notify UpTime Web Hosting in writing before the renewal date.

2.4 No refunds are issued for services that have been paid for.

2.5 Upon request, an end customer may become a direct customer of ours. We will notify you of this request and will action the request if:

1. you have provided your authority to proceed;
2. you have not responded to our notification within 48 hours;
3. your account has been suspended and/or terminated for non-payment or breach of our terms of supply.

3. License #

Subject to your continuing compliance with the terms of this Agreement, we grant you a non-exclusive, non-transferable, royalty free licence (with no right to sub-license) to use and access our systems for the sole purpose of purchasing or reselling our Services and Products. This licence will immediately expire upon termination of this Agreement. No other licenses are granted to you under this Agreement.

4. Account #

4.1 You may transact with us by depositing funds into our business account as outlined on our invoice to you. You may also optionally pay with your credit/debit card via our online payment gateway. Processing fees will apply. See your invoice for more details.

4.2 Services or Products may include an online interface for managing that service or product which require Login Details. You must keep all Login Details secure and confidential at all times and must not disclose them to anyone else (except those of your employees who need to know for the purposes of their employment). You agree that you are totally responsible for all activity on your Account, and that we are entitled to treat instructions or orders processed through your Account as instructions originating from you.

4.3 You must notify us immediately of any breach of security or unauthorised use of your Login Details. We will not be liable for any loss you incur due to any unauthorised use of your Login Details or access to your Account. For security purposes, we recommend you change your password(s) at least once every 3 months.

4.4 In the event your Account has an unused credit, those funds cannot be held indefinitely. Where there has been no activity on your Account for a minimum continuous period of twelve (12) months, the credit balance will be forfeited.

5. Fees & Commission #

5.1 You are solely responsible for payment of all Fees (together with any applicable taxes) payable to us for the Services. The failure to meet any Fees as and when they fall due is a material breach of this Agreement. As a reseller, you determine the retail fees your end-customers will be charged.

5.2 We will process orders for provision of Services by issuing you an invoice. Invoices must be paid in full within the terms of the invoice. The invoice must be paid in full before the order will be processed unless we deem otherwise.

5.3 If you wish to dispute an invoice or charge, then you agree to do so in good faith and within thirty (30) days of date of invoice or charge.

5.4 If your Account contains a negative balance or you fail to pay any Fees when due, we may suspend your Account, or the provision of Services to you.

5.5 In the event any collection action is taken by us to recover any overdue amount, any costs incurred by us in recovering the debt (including, without limitation, any legal expenses (on a solicitor/client basis), collection agency charges or any other reasonable associated costs incurred) are payable by you and shall be recoverable by us as a separate debt.

5.6 Charge backs or credit disputes resulting in fees being removed from our account will result in immediate suspension of all accounts and a recovery fee of $99 inc. GST. All invoices including the recovery fee must be paid before any services are unsuspended.

5.7 If we provide a Whitelabel billing service to you, you appoint us as your billing agent and we will:

1. on your behalf, invoice your customers for the Services at the retail fees set by you;
2. collect the fees from your customers;
3. remit to you the Commission; and
4. issue a recipient created tax invoice (RCIT) for the payment of the Commission.

5.8 In respect of the issue of RCIT, you and we both acknowledge:

1. we can issue tax invoices in respect of the supply of Services;
2. you will not issue tax invoices in respect of the supply of Services; and
3. both parties are registered for GST when entering into this agreement and will notify the other party if it ceases to be registered for GST.

5.9 Commissions are calculated per transaction, and at the end of each calendar month will be made available for you to review and approve. We will endeavour to pay all Commissions approved by the 15th of each calendar month to the destination nominated in your Account on the 17th of each calendar month (or the following Australian business day should the 17th fall on a weekend or public holiday). Any Commission not approved within three (3) months will be forfeited and cannot be claimed at a later date.

6. Obligations #

6.1 YOU AGREE TO READ, COMPLY WITH, AND ENFORCE (AGAINST YOUR END-CUSTOMERS) THE SERVICE TERMS AND/OR DOMAIN TERMS (AS APPLICABLE TO THE SERVICES YOU HAVE PURCHASED). YOU MUST ENSURE THAT YOU AND YOUR END-CUSTOMERS ARE BOUND BY TERMS NO LESS RESTRICTIVE THAN THOSE CONTAINED IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION, THE APPLICABLE PROVISIONS OF THE SERVICE TERMS AND DOMAIN TERMS). The Service Terms and Domain Terms form part of, and are incorporated by reference into, this Agreement.

6.2 You are responsible for:

1. ensuring that you and each end-customer provides full, accurate and up-to-date information in relation to the Services (and that such information is updated as necessary);
2. providing technical and customer support to your end-customers. In the event your end-customer requests any Service related information or support, we will first direct that end-customer to contact you (using the email address or contact details contained in your Account);
3. arranging and obtaining, any and all intellectual property right consents, clearances and authorisations (including from any third party) necessary to ensure the ordering, provisioning and/or use of our Services does not infringe upon any third party intellectual property rights. This includes, without limitation, the provision of copyrighted materials, use of trademarks and/or logos; and
4. (except to the extent we are supplying as part of a Service to you) the proper backup and protection of all your software and data, as well as the implementation and maintenance of firewalls and reasonable security measures (including without limitation, proper virus control).

6.3 You must ensure any promotional, advertising or other material(s) you distribute to your end-customers (in any format):

• does not contain any misrepresentations or warranties relating to us or our Services;
• complies with all relevant advertising standards and applicable laws (including without limitation, spam laws); and
• does not contain any offensive, misleading, derogatory, infringing or unacceptable content.

You agree that you will cease distributing any promotional, advertising or other material(s) which we believe, in our sole discretion (such discretion to be exercised in a reasonable manner), do not comply with any of the above criteria.

6.4 All content and data stored on our services by either you or your end-customer do not contain:

1. anything depicting illegal activities
2. anything that has been or would be refused classification
3. anything that has been or would be classified as X18+
4. anything that has been or would be classified as R18+ must be protected by a user verification system to prevent minors accessing it

6.5 Failure to comply with any obligations under this clause 6 will constitute a material breach of the Agreement by you.

7. Warranties / Disclaimers #

7.1 You represent and warrant that:

1. you are authorised to enter into this Agreement, act on behalf of your end-customers in respect of the Services, and provide any required consents, clearances and authorisations under this Agreement to us;
2. you will comply with all applicable laws relating to your performance under this Agreement (including without limitation, your use of our Services), and will not be involved in any activity which may directly or indirectly bring us or any Registry or third party supplier into disrepute; and
3. you will act in good faith when dealing with us and utilising our systems and/or Services, and will promptly do, or arrange for others to do, all things reasonably required to give full effect to the provisions of this Agreements (and the transactions contemplated by it).

7.2 We shall use reasonable commercial endeavours to provide continuing availability of this website, all applicable online management systems and our services. We will minimise any downtime or interruptions to the availability this website, all applicable online management systems and our services.

7.3 To the maximum extent permitted by law, all other conditions, warranties and guarantees expressed or implied by any legislation, the common law, equity, trade, usage or otherwise in relation to the supply of services under this Agreement or otherwise in connection with this Agreement, are expressly excluded. We make no warranty, express or implied, that (i) the Services, access and use of our systems, or information received by any party through use of our Services or systems, will be uninterrupted, error-free, virus-free, timely, secure, accurate, reliable or of any particular quality or standard, or (ii) any terms and conditions made available to you (or your end-customers) through our systems or our website Client Area are valid, enforceable or comply with all applicable laws. In no event will we be liable to you for loss of data, or the inability to retrieve data, resulting from or incidental to the use of a Service or access to our systems.

7.4 Certain provisions of the Competition and Consumer Act 2010 (Cth) and other statutes, rules and regulations in Australia may imply certain non-excludable warranties or conditions or mandate certain statutory guarantees. To the extent that they are not permitted to be excluded, our liability for breach of such conditions, warranties or guarantees and your sole and exclusive remedy in relation to such breaches shall be limited to:

1. in the case of software or other goods under this Agreement, at our option: (i) replacing or repairing that software or those goods, or supplying of equivalent software or goods; or (ii) paying the cost of replacing or repairing software or goods or of acquiring equivalent software or goods; and
2. in the case of Services under Agreement, at our option: (i) supplying the Services again; or (ii) paying the cost of having the services supplied again.

7.5 We specifically disclaim any and all warranties, representations, terms and conditions related to or in connection with the products, services and performance of third parties, regardless of whether you (or your end-customers) are aware that any such product, service or performance is provided by a third party.

8. Liability and Indemnity #

8.1 To the maximum extent permitted by law and subject to clause 7.4, you agree that we exclude all liability for indirect and consequential loss or damage of any kind, loss or corruption of data, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this Agreement.

8.2 Other than liability accepted by us in clause 7.4, our total liability for loss or damage of any kind not excluded by clause 8.1, however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this Agreement shall not exceed an amount equal to the Fees paid by you to us in the preceding six (6) months for that Service.

8.3 You agree to indemnify, keep indemnified and hold us harmless from and against any and all actions, claims, proceedings, losses, damages, costs and expenses (including legal fees and expenses on a solicitor/client basis) and other liabilities of whatever nature, whether foreseeable or not, and whether direct or indirect, incurred by us in respect of any claim (i) by a third party arising in connection with this Agreement (except to the extent such a third party claim arises as a direct result of our breach of this Agreement), and/or (ii) arising in connection with your breach of this Agreement.

8.4 The damages payable by one party to the other party under or in connection with this Agreement will be reduced to the extent that the act or omission giving rise to liability to pay those damages was caused or contributed to by that other party.

9. Suspension #

9.1 We may immediately suspend your Account, or the provision of Services, where you fail to comply with any term(s) of this Agreement (including without limitation, complying with payment terms and any Service Terms and/or Domain Terms (as applicable)).

9.2 We will not be liable in any way for suspension of your Account or the provision of Services (including any non-performance of Services).

9.3 A reactivation fee of $55 inc. GST may be charged at our discreation for re-activating your account and any related services.

9.4 Accounts will only be released from suspension once you are fully compliant with the term(s) of this Agreement.

10. Termination #

10.1 We may terminate this Agreement immediately and without prior notification if:

1. you are in breach of any term(s), conditions or obligations in this Agreement and (if the breach is capable of remedy) the breach has not been remedied within fourteen (14) days of notification from us setting out the breach and requiring it to be remedied;
2. you, or your end customers, are hosting Services that are deemed to be illegal, have illegal intent, or in breach of local and international law.
3. you dispose of the whole or part of your assets, operations or business other than in the normal course of business (except for purposes of a re-organisation or reconstruction);
4. you cease to be able to pay your debts as they become due, have an administrator appointed or cease to carry on business; or
5. you are subject to an event of force majeure in excess of sixty (60) days.

10.2 Either party may terminate this Agreement for convenience on thirty (30) days written notice to the other party.

10.3 On termination of this Agreement:

1. all outstanding Fees become immediately due and payable by you. Subject to the preceding sentence, clause 4.4 or any claim we have, you will be entitled to repayment of any unused prepaid balance in your Account. There are no refunds or credits for recently purchased Services in the event of termination of the Agreement; and
2. end-customers with active services will be transferred into direct retail accounts with us.

10.4 In the event a third party supplier ceases its supply of any services to us (which are, or form part of, a Service to you), we will use reasonable commercial endeavours to honour the remaining period of your then-current Service term. However, to the extent any Service is detrimentally affected as a result of any third party supplier ceasing or varying its services, we will not be liable for any resulting delays, faults or inability to perform our obligations to you under this Agreement in respect of any such impacted Service. We will endeavour to notify you of any anticipated impacts as soon as practicable.

11. Communications #

In addition to general Account, Billing and Service communications, we may, from time to time, issue email notifications relating to our Services, including, but not limited to Newsletters, Announcements, Promotional and Seasonal offers, and Surveys. By entering into this Agreement, you consent to us sending you email communications. You may unsubscribe from these communications at any time by notifying us in writing or by clicking the unsubscribe link provided within the communications. You will not be able to opt-out of Critical Service Notifications, Renewal, Billing and Account Notifications, Scheduled Downtime Notifications or any other communications deemed to be an essential part of our service to you.

12. Data Protection #

12.1 We shall ensure that when storing and processing personal data (Data) we shall at all times comply with the provisions and obligations of the Australian Privacy Act 1988 (Cth)(Privacy Law) and will only store or process Data in relation to the Services in accordance with our Privacy Policy.

12.2 You acknowledge that Data will be processed by us or our suppliers, subcontractors, related corporations or agents; and may be transferred outside the jurisdiction of Australia (or in which you are based). By providing or giving access to Data, you warrant that you have complied with (i) the Privacy Law, or (ii) the applicable rules and legislation in the jurisdiction you operate in, and that you have obtained the necessary consent of any employees or third parties (including without limitation, any end-customer) that you may be acting on behalf of.

12.3 We will not keep Data longer than is necessary for the purposes for which the Data was collected or for which it is further processed. The Data collected by us will not be processed in a manner that is incompatible with the purposes for which it was obtained. You may at any time request to see the Data and amend same if required.

12.4 We agree we will take reasonable precautions to protect Data from loss, misuse, unauthorised access or disclosure, alteration, or destruction.

12.5 If you provide third party login details to allow us to configure said third party services on your behalf, we will take all precautions but are not responsible for any misconfiguration, data error or fault caused.

13. General #

13.1 This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all other representations, negotiations, arrangements, understandings or agreements and other communications.

13.2 We may update the terms of this Agreement by giving you notice of the change or posting new versions online. The period of notice required to be given depends on the nature of the change. If:

1. the change will benefit you or have a neutral impact on you, we may make the change effective immediately and without advance notice by posting a general notice on our website as outlined above;
2. the change is required to comply with any law or requirement of any regulatory body (including ICANN, auDA or any other domain name regulatory body), we will provide a reasonable period of notice (such period to be as reasonably practicable);
3. the change is required to preserve or safeguard the security or integrity of any network or system we use to provide services to our customers or to maintain any accreditation we are required to have, we will make the change effective immediately and will provide notice through one or more of the methods outlined above; and
4. for all other changes, we will also give you at least thirty (30) days’ notice.

13.3 Where a party exercises all due care and diligence, that party will not be liable for any delay or failure to perform obligations under this Agreement (other than an obligation to pay money or ensuring end-customers have accepted terms no less restrictive than those contained in this Agreement) if the delay or failure is due to any cause beyond its reasonable control. 13.5 Neither party may assign its rights or obligations under this Agreement without the written consent of the other party which consent will not be unreasonably withheld; provided, however, that we may assign this Agreement to a successor in connection with any merger, acquisition, or sale of all or substantially all of our business or assets to which this Agreement relates.

13.6 The relationship of the parties is that of independent contracting parties. Nothing in this Agreement may be considered or interpreted as constituting the relationship of the parties as that of partners, channel partners, joint ventures or principal and agent. 13.8 No failure to exercise and no delay in exercising any right, power or remedy under this Agreement will operate as a waiver.

13.9 This Agreement is governed by, and construed in accordance with, the laws of the state of Queensland, Australia, and the parties submit to the exclusive jurisdiction of the courts of that State.

14. Domain Names #

The below clauses 14.1 -14.4 form the registration agreement applicable to your domain name (Registration Agreement)

14.1. Registration Agreement

1. (a) This Registration Agreement is submitted by you (being an individual or entity), the applicant for (and on registration) the licence holder of a domain name, for the purpose of becoming the licensee of a particular domain name.
2. (b) This Registration Agreement sets out the applicable terms and conditions governing all domain name registrations, pre-registrations, renewals or otherwise. You agree you have read, understand, acknowledge and agree to be bound by this Registration Agreement.

14.2. Rules of registration

1. A registration or reservation of a domain name does not grant any legal rights of ownership of the relevant domain name, nor does it confer immunity from objection to the registration or use of the domain name.
2. We do not warrant or guarantee that any domain name applied for will be registered or is capable of being registered by you (or your end-customer). No action should be taken in respect of a requested domain name until notification has been provided of successful registration. You irrevocably waive any claims you may have against us in respect of the decision of a Registry to refuse to register a domain name and, without limitation, agree that any administration charges paid by you to us shall be non-refundable in any such event.
3. Both the registration of the domain name and its ongoing use are subject to the relevant naming authority’s terms and conditions of use and you are responsible for ensuring that you are aware of those terms and conditions and can and do comply with them. You irrevocably waive any claims you may have against us in respect of the decision of a naming authority to refuse to register a domain name and, without limitation agree that the administration charge paid by you to us shall be non- refundable in any event.
4. We accept no responsibility for the use of a domain name by any party, and any disputes regarding a domain name must be resolved between the parties concerned. We will take no part in any such dispute. We reserve the right to, in our sole discretion and without providing any reason, on our becoming aware of such a dispute, either suspend or cancel the domain name, and/or to make appropriate representations and disclosures to the relevant Registry.
5. You agree that should this Registration Agreement be terminated by any party, or if the domain name expired or transferred to another registrar, any other services that may be associated with the domain name will remain active. The customer of these other services will continue to be billed in accordance with the relevant terms and conditions.
6. We may require the applicant of a domain name (who upon registration, would become the Registrant) to supply accepted photo identification (valid passport or drivers license) to verify their identity.
7. You agree to indemnify and hold harmless ICANN and the relevant Registry, and each parties officers, employees and agents from and against all liability to any third parties (including without limitation, any Registrants of yours) and associated costs in defending any action, claim, proceeding or demand by a third party to the extent to which liability or the claim arises from or in connection with access to our systems or use of our Services under the Agreement.

14.3. TLD Specific Terms

The following provision apply to this Registration Agreement depending on the TLD space of the domain name:

1. .com.au and .net.au domains can only be registered by an Australian registered company, or business with a registered business number (ABN, BRN, BN). You will need to supply this number during the order process. The domain name you order will need to be an exact match, acronym or abbreviation of the supplied business registration, or it should bear a close and substantial connection to the domain name. Domains can be two to 63 letters in length. Words can be separated by hyphens but not spaces.
2. .org.au and .asn.au can only be registered by a “non-commercial organisation”. The domain name you register needs to have a solid relationship to the organisation to which it represents.
3. .id.au is intended for individuals who reside in Australia. It can be an exact match, abbreviation or acronym of registrant’s personal name or otherwise closely connected to the registrant.
4. .com and .net domain names are not restricted and can be registered by anyone.
5. .biz, .org and .info domain names are not restricted and can be registered by anyone.
6. New gTLD domain names include a number of generic spaces (.photography, .technology, .club etc.) and certain geographical names (.kiwi, .melbourne etc.). Eligibility restrictions may apply to each space.
7. .nz domains are intended for people in, or with ties to, New Zealand. Anyone can register them – there are no restrictions on .nz domain names.
8. .uk domains are intended for people in, or with ties to, the United Kingdom. Anyone can register them – there are no restrictions on .uk domain names.
9. .mobi domains are intended for websites designed for a mobile device. Anyone can register them ? there are no restrictions on .mobi domain names.

Other restrictions may apply and you should check with the relevant Registrar before registering your domain.

14.4. ICANN Mandated Terms and Materials

UpTime Web Hosting uses accredited registrars approved by ICANN to provide registrar services for gTLD domain name spaces. As part of that service when you submit an application to register a gTLD domain name with us, you are stating that you have read and understood the following documents, and you agree to be bound by them:

1. Mandated Provisions for gTLD Domain Name Registrations
2. Registrants Benefits and Responsibilities

15. Web Hosting and Email Hosting #

15.1. You agree to accept additional charges for the transit of IP traffic above and beyond the amount specified as a limit in any Service plan. All excess data will be charged at the rate of 5.5c/MB to the nearest whole MB. These charges will fall due at the completion of the calendar month on normal trading terms of 14 days from invoice.

15.2. The hosting service plans disk space pertains only to files required for the normal operation of your website, and which are linked to in that website. Our website hosting plans are expressly prohibited from use as an online file repository.

15.2.1 Any user-generated back-up files older than 3 days will automatically be removed.

15.3. Any site that uses greater than 89,000 inodes (every file on your hosting account uses 1 inode), or that create file system damage by the rapid creation of large volumes of files, will be subject to review and possible suspension.

15.4. For hosting service plans which specify UNLIMITED data transfer, should your site exceed burst (or ongoing) data transit of greater than 5Mb/sec, or otherwise degrade the network performance for other users, the account will be subject to review and possible suspension.

15.5. For any service plan which specifies UNLIMITED email accounts, should the mailboxes associated with your account exceed more than 1,000,000 aggregate messages, the account will be subject to review and possible suspension.

15.6. All hosting plans are subject to general resource and usage monitoring. Any action or process that consumes resources beyond a reasonable level and thus degrading the shared environment for other users is expressly prohibited: This includes but is not limited to:

1. running standalone, automated server-side processes including, but not limited to any daemon
2. running any bit torrent application, tracker or client;
3. participating in file-sharing or other peer to peer sharing activity;
4. executing any script for longer than 180 seconds;
5. executing any database query that takes longer than 30 seconds to complete;
6. specifying cron tasks that execute more frequently than every 300 seconds.
7. Any action or process that unreasonably consumes resources and degrades the shared environment for other users including but not limited to execution of scripts;
8. Running standalone, automated server-side processes including but not limited to any daemon;
9. to engage in fraudulent behaviour
10. to defame or harass any third party
11. to gain unauthorised access to or interfere with any third party’s online resources or systems including by any form of hacking
12. to circumvent any security measures
13. to run an IRC or game server
14. to interfere with any third party’s online resources or systems including by carrying out a denial of service attack
15. to distribute, view or create any material that is or may be pornographic, defamatory, offensive, obscene, illegal or unlawful; or infringes any third party’s Intellectual Property Rights
16. to distribute unsolicited emails to third parties including bulk unsolicited emails
17. to distribute a higher volume of outgoing emails than is acceptable to UpTime Web Hosting
18. to use a non-existent email return address
19. to use an open email relay
20. in a way that infringes any third partys Intellectual Property Rights
21. in a way that disrupts, misuses or excessively uses the hardware, bandwidth access, storage space or other resources of UpTime Web Hosting or UpTime Web Hostings other customers; or
22. in any other manner that is unacceptable to UpTime Web Hosting

16. Web Design, Development and Software Development #

16.1. You agree that in the provision of web design services by us we may utilise the services of third party contractors and that we may pass on to such contractors any information or materials, including design brief and content, provided to us by you.

16.2. You are responsible for keeping a copy of any existing Web Site which we may replace pursuant to the provision of web design services including all databases and hosted files.

16.3. We are not responsible for the contents of any Web Site we design for you, and upon publication you must satisfy yourselves that the Web Site will comply with all applicable laws, and codes of practice governing the use of Web Sites and related services. This includes the intellectual property and copyright ownership of all material that you have provided to us. We are similarly not responsible for your subsequent use of the site and your compliance of various commonwealth and state legislations.

Additional Terms for Tailored Websites

16.4. All website content must be provided by you within 1 calendar month of invoice (project commencement). If your data is not supplied within 1 month, we reserve the right to place your project on administrative hold. If no data is supplied within 2 months of invoice, the project will be cancelled and subject to cancellation fees.

16.5. You must provide complete feedback within 7 calendar days during design concept and production review. If no feedback is provided within this time, we reserve the right to move forward with the project, assuming no changes have been requested and that work is accepted in its current form. Any changes requested past this time are subject to current quoted hourly rate per hour or part thereof.

16.6. You may request an Administrative Hold of your project for up to 6 months at a cost of $100. We will stop working on the project until you advise us that you are ready to move forward. If the project is placed on hold for more than 6 months, we will terminate the project and all monies paid by you to us will be forfeited, with no refunds available.

16.7. If you are unhappy with your site design, you may request additional layout concepts, at a cost of current quoted hourly rate per layout, with full payment required upfront.

16.8. Once your website has been published, we will review and repair any pre-existing code errors and/or bugs in the website if reported within 30 days of publishing. Any cosmetic changes or alterations, or code errors reported outside of this time period will be subject to additional charges at our standard commercial rates of our current quoted hourly rate per hour or part thereof.

16.9. For website builds including open source third party CMS applications (such as WordPress, Joomla or OS Commerce), website owners agree to pro-actively monitor available releases of upgrades and/or patches to secure their applications from hackers and malicious scripts. We will provide an on-demand upgrade service for any such application at our current quoted hourly rate per upgrade.

16.10. We warrant that the website functions to the level agreed upon at point of sale only for the server configuration where development takes place. We cannot be held responsible for errors or functionality loss if the website is published and hosted on a server environment that does not match the development server specifications.

Additional conditions for Website Builder or Template based websites.

16.11. There are no refunds or credits available to template based design services. Any template based design service sold as part of a package deal is not transferable or redeemable for cash or other services. It cannot be provided on an alternate domain name.

16.12. Template based design services are only available on domain names holding an active hosting service. The service level required for the product needs to be ‘Business Hosting’ or above.

16.13. You will be able to select from a range of pre-existing website templates, and provide customised content (text and images) for population within the website. No alteration or modification to the design template is available.

Additional terms for Website Transfers.

16.14. At our discretion we may offer to transfer your website and email content from your previous host to our server at the commencement of your service. Free transfers are not guaranteed to be fault free and you should check all data and configuration has transferred correctly.

16.15. When transfering your website additional configuration may be required for domain name servers and DNS. We will assist where possible but it is your responsibility to ensure that these are configured correctly.

16.16. Transfering your website does not include code updates or website configuration changes required to ensure your website works on our hosting platform. Any required changes should be checked and made by your web developer. Any cosmetic changes or code changes can optionally be charged at our standard commercial rates of our current quoted hourly rate per hour or part thereof.

17. Search Engine Optimisation and Search Engine Advertising #

17.1. Whilst we will try to improve the position of your Web Site in the Search Engine results in response to a search request, we do not warrant that this effort will be successful or even possible.

17.2. We cannot be held responsible for any changes to the position of your Web Site in the Search Engines results pursuant to the provision of search engine optimisation services by us.

17.3. We will use best endeavours to spend your monthly advertising budget responsibly. Fluctuations in search traffic mean we cannot guarantee it will always be spent in its entirety. Underspend from one month will be rolled over into a future month.

17.4. We do not offer refunds or credits for other services of your unspent monthly budget.

17.5. The monthly spend budget you have agreed to will be charged each month in advance, regardless of actual spend in the previous month. You may vary this plan up or down in advance, without penalty, to suit your marketing needs. This cannot be varied after billing has commenced for the period.

17.6. Whilst we follow best practice to bring qualified traffic to your website, we do not guarantee that search engine advertising services will increase third party traffic to your website or that such traffic will increase business sales or enquiries.

17.7. Setup fees for are payable in advance.

17.8. Payment terms and payment plans are not available and invoicing is not retrospective.

17.9. We will continue to issue renewal invoices until request termination.

17.10. Termination: should you wish to suspend the service after the initial contract period (3, 6 or 12 months), it must be cancelled in writing. Any paid services are not refundable.

17.11. We do not manage Google AdWords inside existing accounts. If you have an existing AdWords account, we will suspend it at the same time as your new account goes live. It can take Google some weeks for billing on your original account to be finalised.

17.12. We abide by Google AdWords Third Party Terms, thus ensuring the media spend will be spent on behalf of you the clients.

18. Virtual Private Server #

18.1. We reserve the right to suspend your service if you breach our Acceptable Use Policy and to terminate your service in the event of 3 suspensions of the service as a result of your failure to resolve issues that we have brought to your attention.

18.2. You will be charged for data traffic above and beyond the amount included you your plan. Excess traffic will be charged at the rate quoted on this website to the nearest whole GB.

18.3. The following activities are expressly prohibited:

1. Any action or process that unreasonably consumes resources and degrades the shared environment for other users including but not limited to execution of scripts;
2. Running standalone, automated server-side processes including but not limited to any daemon;
3. Running any bit torrent application, tracker or client;
4. Participating in file sharing or other peer to peer sharing activity
5. Executing any script for longer than 180 seconds
6. Executing any database query that takes longer than 30 seconds to complete
7. Specifying cron tasks that execute more frequently than every 300 seconds
8. to engage in fraudulent behaviour
9. to defame or harass any third party
10. to gain unauthorised access to or interfere with any third partys online resources or systems including by any form of hacking
11. to circumvent any security measures
12. to run an IRC or game server
13. to interfere with any third party’s online resources or systems including by carrying out a denial of service attack
14. to distribute, view or create any material that is or may be pornographic, defamatory, offensive, obscene, illegal or unlawful; or infringes any third party’s Intellectual Property Rights
15. to distribute unsolicited emails to third parties including bulk unsolicited emails
16. to distribute a higher volume of outgoing emails than is acceptable to UpTime Web Hosting
17. to use a non-existent email return address
18. to use an open email relay
19. in a way that infringes any third partys Intellectual Property Rights
20. in a way that disrupts, misuses or excessively uses the hardware, bandwidth access, storage space or other resources of UpTime Web Hosting or UpTime Web Hostings other customers; or
21. in any other manner that is unacceptable to UpTime Web Hosting

18.4. Availability

You acknowledge and agree that the Hosting Services may not be available from time to time and that the Hosting Services are not error free.

18.5. Services

You acknowledge:

1. Microsoft Windows and Linux operating systems together with any third party software may contain bugs. We provide no warranty in respect of the stability or security of the system for any particular function;
2. Technical support is limited to hardware and network failures. Support relating to software or code is a billable professional service with a minimum charge of 1 hour.

18.6. We may designate for your use on a temporary basis one or more IP addresses. You accept that the IP addresses are licensed to you but are not your sole property and are not portable if and when your service is terminated. We reserve the right to change IP addresses allocated to you at any time but will use reasonable commercial efforts to minimise any inconvenience to you.

19. SSL Certificates #

19.1. Domain Specific SSL Keys (excluding Lets Encrypt issued) require a stand-alone IP Address to which the SSL key can be attached.

19.2. We provision digital certificates via the Certification Authority, Comodo. If you are purchasing or renewing a digital certificate or seal, you agree that you accept the relevant terms and conditions of Comodo which is located at https://ssl.comodo.com/.

20. Maintenance Plans #

20.1 Each Maintenance plan supports one website and domain, including any discounted support. Website credentials must be supplied in our secure password repository.

20.2 Our Maintenance Plan Service Level Agreement:

1. Roll Back Compliance
   Before maintenance work is performed we will take a snapshot back up of the site. This will be used to roll back the site if any issues occur.
2. Update Stability
   Updates are only applied if they do not interrupt the website’s stability. If stability is affected, we will roll back the changes to a stable state.
3. Licences
   Licences for updates (including but not limited to plugins, themes, frameworks) are the client’s responsibility.  Any expired licences will need to be renewed before updates are applied.
4. Optimisation
   When found, we will provide you with a recommended course of action to improve the performance of your website. This may require additional work, which will be quoted beforehand. Approval of the quote will be required before commencement.
5. Backups
   Determined by the Maintenplance inclusions, we will take a scheduled backup of your website. The backup is stored off-site in an encrypted file repository. Backups are only stored for active maintenance plans.

20.3 For Each maintenance cycle, we will issue an invoice for your next maintenance service. Only when this invoice is paid in full will we commence work. A helpdesk ticket will be raised automatically on your behalf, and all communication will be via this ticket for that cycle.

20.4 Website Monitoring includes periodic checks of your website to test it’s online availability. We will notify you by email if a your HTTP/S, SSL or Domain status changes. This is a monitoring service only and any problematic issues and their resolution are not included.

20.5 Emergency restore is an option where we will restore your website from it’s last known good back up. Emergency repair should be a last case option as you may incur data loss between the last good backup and the current date.