Legal information
Related to our products and services
Related to our products and services
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Last updated 01 February 2021
These are the terms and conditions on which we (“HA”, “we”, “us”, “our”) supply our Services to you (“customer”, “you”, “your”, “user”).
Please read these terms carefully before you submit a Purchase to us. These terms tell you who we are, how we will provide the Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
Information about us, how to contact us and notices:
We are RethinkIT Ltd, trading as HA, formerly HA247, a company registered in England and Wales. Our company registration number is 06781499 and our registered office is at 167-169 Great Portland Street, London, England, W1W 5PF.
For routine communications regarding the website or services please contact us using the details provided on the website.
If we have to contact you for any routine matter we will do so by telephone or by writing to you at the email address or postal address you provided to us in the Purchase.
Any formal notice given by us to you under the Agreement will be in writing and delivered to the email address or postal address you provided to us in the Purchase or any other email address you advise during the Agreement.
When we use the words “writing” or “written” in these terms, this includes emails.
Agreed terms
1. Interpretation:
These definitions and rules of interpretation apply in this agreement.
1.1 Definitions:
1.2 Clause and Schedule headings shall not affect the interpretation of this Agreement.
1.3 References to clauses and Schedules are (unless otherwise provided) references to the clauses and Schedules of this Agreement.
1.4 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.7 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.8 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.9 References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a visitor to that website.
2. Provision of Services
2.1 We shall perform our obligations in accordance with the description of the applicable Services on our website.
2.2 Our acceptance of your Purchase will take place when we email you to accept it, at which point a contract will come into existence between you and us.
2.3 If we are unable to accept your Purchase we will inform you of this in writing and will not charge you for any Services provided prior to such notification. This may be because of unexpected limits on our resources which we could not reasonably plan for, or because a credit reference we have obtained for you does not meet our minimum requirements, or because we have identified an error in the price or description of the Services, or for any other reason which we consider relevant.
2.4 We shall perform the Services with reasonable care and skill.
2.5 We shall not be responsible for any back up, recovery or other step required to ensure that data and information stored on the HA network and infrastructure as part of the provision of Services to you is recoverable in the case of any data loss, system fault, software failure, hardware failure or other activity which is beyond our control and which results in any loss of data, information or other item that is being stored as part of our Services.
2.6 We may suspend your Services without liability if:
(a) we reasonably consider that the Services, have, are being or will be used in violation of the Agreement;
(b) you do not co-operate with reasonable investigations into suspected violations of the Agreement;
(c) we reasonably believe that your Services are being accessed or used by third parties without your authorisation;
(d) any sum due to us under the Agreement is not paid in full on the due date for payment;
(e) we reasonably believe it is necessary in order to protect our network infrastructure and Services to other customers;
(f) we discover that you are affiliated with a person or legal entity that has used our Services in the past and had their account terminated; or
(g) we are required to do so by law.
2.7 We will endeavour to provide you with reasonable notice of any suspension under this clause unless we reasonably consider that an immediate suspension or short notice is required to protect our network infrastructure and services to our other customers from significant operational or security risk or because we are compelled to do so.
2.8 If we have to suspend the Services for longer than 7 days we will adjust our charges so that you will not be charged for the Services while they are suspended. You may contact us to end the Agreement in respect of any Services that we suspend, or tell you we are going to suspend, in either case for a period of more than 30 days and, upon termination, we will refund or credit any sums that you have paid in advance for those Services.
2.9 We will continue to charge you for Services during any suspension resulting from any breach by you of your obligations under the Agreement.
2.10 If you do not pay us for the Services when you are supposed we will have the right to suspend the Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending the Services. We will not suspend the Services where you dispute the unpaid amount on reasonable grounds. We will not charge you for the Services during the period for which they are suspended. As well as suspending the Services we will also be entitled to charge you interest on any unpaid amounts at the rate of 8% over the base lending rate of the Bank of England from the date they became due until they are paid. We shall so have the right to charge you a reinstatement fee of up to £195 to remove any suspension on your account.
2.11 We do not warrant or guarantee that your use of the Services will be uninterrupted or error-free or that the Services will be free from Vulnerabilities. We have no obligation to provide security other than as stated in the Agreement.
2.12 This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this Agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
3. Customer responsibilities
3.1 You warrant to us that you:
(a) have full power and authority to enter into and perform this Agreement.
(b) you are 18 years of age or over, capable of taking responsibility for your own actions and of sound mind;
(c) you are the person whose details are provided in connection with your user account;
(d) you are not an undischarged bankrupt or in a voluntary arrangement with your creditors; and
(e) you are not a person to whom HA is legally prohibited from providing Services.
3.2 You acknowledge, accept, undertake and agree:
(a) only to use the Services in accordance with our Acceptable Use Policy;
(b) to comply with applicable laws at all times in relation to the Services;
(c) not to interfere with Services or the provision of Services;
(d) to at all times act in good faith in relation to the Services;
(e) not to continue to use Services if you have had an account with us suspended or terminated now or at any time in the past;
(f) to use all reasonable and necessary security precautions in relation to your use of the Services;
(g) only share your password in respect of the Services with a person or persons whom you have authorised to use your account;
(h) that your account is non-transferable and you will be liable for any and all activities undertaken using your user account for the Services together with the associated password, whether or not the person undertaking the activities has been authorised by you;
(i) to keep us regularly updated with your billing, contact and other account information;
(j) that there are inherent risks with Internet connectivity that may result in the loss of your privacy, Confidential Information and/or property as a result of your use of the Services;
(k) to immediately notify us of any suspected or actual unauthorised use of your account or any security breach in respect of the Services; and
3.3 You shall be solely responsible for the accuracy and completeness of all information you provide to us at the start of this Agreement, including but not limited to any estimate of your Site usage requirements or level of Service. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either recommend a Change (and clause 11 will apply), end the contract (and clause 13 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result.
3.4 It is a condition of the Agreement and our provision of the Services that you at all times maintain your website, web application, third party software or scripts with current security versions.
3.5 You accept and agree that you have no right to physical access to any premises from which the Service is provided without our explicit prior permission which will be granted at our sole discretion.
3.6 You shall effect and maintain sufficient insurance cover in respect of any case of damage, loss or claim in relation to data loss, system fault, software failure, hardware failure or other activity which results in any loss of data, information or other item that is being stored as part of our Services.
3.7 You represent and warrant that you are solely responsible for the use of Services (whether or not that use is authorised by you), by any employee of yours, any person to whom you have given access to the Services and/or any person who gains access to your data or Services as a result of a failure by you to use reasonable security precautions. We are not responsible for any unauthorized access to your data or the unauthorized use of Services under your account. You hereby indemnify us and hold us harmless against all costs, claims, expenses and damages whatsoever arising from the use of or access to your data or Services by any third party.
3.8 You acknowledge and agree that the Services may not be used, and you undertake not to use, the Services in any situation where any failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. This includes but is not limited to use of the Services in connection with modes of human mass transportation, nuclear and chemical facilities, critical infrastructure and medical devices whose failure or malfunction could result in harm to persons. Without prejudice to any other disclaimer or limitation of liability in these Terms and Conditions, we specifically exclude and disclaim any express or implied warranty of fitness of the Service for use for such activities.
3.9 In the event that Services or access to the Website are suspended and/or terminated in relation to you and you believe that such action has been taken incorrectly, you must immediately inform us in writing to allow a full investigation into the matter in order to limit and mitigate against damage, loss and claims that might otherwise be incurred or suffered as a result of the suspension and/or termination.
3.10 You acknowledge, accept and agree that the provision of Services and the Website is strictly subject to:
(a) payment of all fees and charges in a prompt and timely manner;
(b) your full compliance with the Agreement including these Terms and Conditions;
(c) compliance with all relevant laws and regulations at all times; and
we shall not be liable for any delays, disruption, outage or other failure of the Services resulting from your failure to fulfil any of your obligations in the Agreement. We reserve the right to invoice you for any additional expenses reasonably incurred by us as a result of such delays.
4. Support
4.1 In the event of any fault or disruption in the provision of the Services, we will use reasonable endeavours to respond to all requests.
4.2 All requests for support should be made to us using the support contact details provided on the Website and in the Service Level Agreement and we will use reasonable endeavours to resolve any such faults referred to us.
4.3 Whilst we will use all reasonable endeavours to perform all scheduled maintenance between the hours 6:00am-8:00am and provide reasonable prior notice for scheduled or necessary maintenance we shall be entitled to undertake said scheduled maintenance and/or downtime on any day it is required.
4.4 In the event that it is our reasonable commercial belief that emergency maintenance and/or downtime is required, we may do so at any time without the requirement to provide reasonable notice to you.
5. Beta Services
5.1 You acknowledge Beta Testing involves, by its nature, use of a pre-release version of a product that may not function properly;
5.2 You acknowledge that, by agreeing to participate in Beta Testing you may expose your data and IT systems to higher than normal risks of operational failures;
5.3 The full commercial release version of any Beta Testing service may change substantially from the pre-release version. This may result in programs, networks and operations that ran on the Beta Testing pre-release version not working with the initial full commercial release or subsequent versions;
5.4 You will not be entitled to any compensation under the Service Level Agreement for downtime, performance degradation, loss or corruption of data or any other problems that may result from your Beta Testing;
5.5 You agree to provide information and feedback on your Beta Testing in a form reasonably requested by us;
5.6 You agree that we may use your information and feedback for any purposes including but not limited to product development. We may use comments publicly for press and promotional materials with your prior permission;
5.7 You agree that any intellectual property inherent in your feedback or product development of our Services arising from your Beta Testing of any Service shall be owned exclusively by HA and, to the extent necessary or desirable, you agree to sign such documents or agreements that we may reasonably require to perfect our ownership of, or the transfer to us, legal ownership of any such intellectual property and to waive or release any moral rights that you may have;
5.8 You agree that any information regarding your Beta Testing including your experiences and opinions are Confidential Information of HA, as defined in these Terms and Conditions. All information in relation to Beta Testing may only be used for the purpose of providing feedback to HA;
5.9 You should not use Beta testing for a live production environment. Beta Testing must not be used for critical computing functions including but not limited to any hazardous environments, life support or weapons systems;
5.10 Beta Testing is provided “AS IS” with no warranty whatsoever;
5.11 To the extent permitted by applicable law, HA disclaims any and all warranties with respect to Beta Testing including the implied warranties of merchantability, fitness for purpose and non-infringement;
5.12 The maximum aggregate liability of HA and any of its employees, agents, affiliates, or suppliers, under any theory of law for harm to you arising from your participation in Beta Testing shall be a payment of money not to exceed One Hundred British Pounds (£100.00); and
5.13 We reserve the exclusive right to terminate Beta Testing of a Service at any time at our sole discretion.
6. Links to Third Party Web sites
6.1 Links to third party websites on the Website are provided by us from time to time solely for your convenience. If you use these links, you will leave the Website.
6.2 We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability.
6.3 We do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them.
6.4 If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk and without any responsibility on our part.
6.5 You acknowledge and agree that we will not be responsible for the availability of such third party websites and will not be responsible or liable for any content or services available from such third party websites. You should check the privacy statements and terms and conditions of use of third party websites accessible from the Website.
7. Links to the Website
7.1 If you would like to link to the Website, we may permit you to do so provided that you may only do so subject to the following conditions:
(a) you will not remove, distort or otherwise alter the size or appearance of the “HA” logos or trademarks;
(b) you will not create a frame or any other browser or border environment around the Website;
(c) you will not in any way imply that we are endorsing any products or services other than our own;
(d) you will not misrepresent your relationship with us nor present any other false information about us;
(e) you will not otherwise use any “HA” trademarks and/or logos displayed on the Website without express written permission from us;
(f) you will not link from a website that is not owned by you; and
(g) your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
7.2 We expressly reserve the right to revoke the above permission to link to our Website where you are in breach of the Agreement and take any other action we deem appropriate. You shall indemnify us fully for any loss or damage suffered by us or any of our associate companies where you are in breach of the above permission to link to the Website.
8. Charges and payment
8.1 We shall issue a VAT invoice each month during the Agreement in respect of the Charges due for that month and you shall pay to us the Charges set out in our invoice within 30 days of the date of our invoice.
8.2 All Charges are exclusive of VAT.
8.3 If you fail to make any payment due to us under this Agreement by the due date for payment, then, without limiting our remedies under clause 13, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8 will accrue each day at 8% a year above the Bank of England’s base rate from time to time or at 8% a year for any period when that base rate is below 0%.
9. Increase in Charges
9.1 We may increase the Charges during the Agreement:
(a) if our third party costs increase by more than 3% in any 12 month period during the term of the Agreement; or
(b) if the amount of work involved in providing the Services is greater than we reasonably anticipated at the commencement of the Agreement; or
(c) in accordance with clause 11.
9.2 We will notify you in writing of any increase in the Charges (Price Notice) not less than 28 days prior to it taking effect. If you are not willing to pay the increased Charges notified in a Price Notice then you may terminate the Agreement by giving us not less than 7 days’ notice in writing, such notice to expire on or before the 28th day after delivery by us of that Price Notice.
9.3 If you do not exercise your right under clause 9.2 to terminate the Agreement within the 28 day period after delivery of a Price Notice, you will be deemed to have accepted the increase in the Charges specified in that Price Notice, which will take effect from expiry of the 28 day period.
10. Varying the Terms and Conditions
10.1 We may make any variations we deem necessary to the terms of this Agreement by giving you 30 days’ notice in writing.
10.2 In the event that any change has a material adverse effect on your rights under this Agreement you shall have the right to terminate this Agreement by giving us 14 days’ notice in writing before the variations come in to effect.
10.3 Clause 10.2 shall not apply to any change due to:
(a) any Changes required by law;
(b) any change to legislation;
(c) any factors beyond our control.
11. Changes to the Services
11.1 If:
(a) traffic to, or usage of, your website increases materially above any estimate provided by you at the commencement of the Agreement or if your usage requirements for the Services otherwise materially increase during the Agreement; or
(b) you notify us that you wish to make a change to the Services; then we shall discuss with you any consequential increase in data storage, data processing or other capacity changes that we consider are necessary to ensure the continued availability of the Services (Change) and we shall provide you with a written recommendation for a Change to the Services and Charges (Change Notice).
11.2 The Change Notice shall contain:
(a) the reason for the Change;
(b) the full details of the Change;
(c) the price, if any, of or associated with the Change;
(d) a timetable for implementation of the Change;
(e) the impact, if any, of the Change on other aspects of this Agreement, including:
(a) the Charges;
(b) the contractual documentation; and
(c) staff resources;
(f) the date of expiry of the Change Notice for either acceptance or rejection (which shall not be less than 10 working days); and
(g) guidance on how to accept or reject the Change.
11.3 On receipt of a Change Notice you shall, within the period of validity of the notice as set out in 11.2(f) evaluate the Change, and as appropriate either:
(a) request further information; or
(b) approve the Change; or
(c) notify us of the rejection of the Change.
If you approve the Change, it will be implemented as soon as reasonably practicable. If you reject the Change then, in the case of a Change requested by you, the Agreement will continue as before, and in the case of a Change proposed by us, we shall have the right (but not the obligation) to terminate the Agreement by not less than 7 days’ written notice to you. If you do not respond to a Change Notice within the applicable period, the Change shall be automatically implemented.
11.4 If you choose to reject a Change Notice and if, as a result of not implementing the applicable Change, you experience delays, failures or other adverse effects to the Services, we:
(a) shall not be liable for any delays, disruption, outage or other failure of the Services resulting from your rejection of the Change; and
(b) may charge at our standard prices for any additional work reasonably incurred by us to fix any problems to the Services arising out of such failure to implement the Change.
12. Limitation of remedies and liability
12.1 Nothing in this Agreement shall operate to exclude or limit our liability for:
(a) death or personal injury caused by its negligence; or
(b) 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; or
(c) fraud; or
(d) any other liability which cannot be excluded or limited under applicable law.
12.2 Neither party shall be liable under or in connection with this Agreement or any collateral contract for any:
(a) loss of revenue;
(b) loss of actual or anticipated profits;
(c) loss of contracts;
(d) loss of the use of money;
(e) loss of anticipated savings;
(f) loss of business;
(g) loss of opportunity;
(h) loss of goodwill;
(i) loss of reputation;
(j) loss of, damage to or corruption of data; or
(k) any indirect or consequential loss, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.
12.3 Subject to clause 12.1, our aggregate liability 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 be limited to, and capped at, the total Charges payable by you to us under this Agreement in that calendar year.
13. Term and termination
13.1 This Agreement shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with this clause 13, for a period of 12 months (Initial Term), and thereafter it shall renew automatically for further successive periods of 12 months (Renewal Term) unless, no later than 90 days prior to the end of the (Initial Term) or any current Renewal Term, you give notice of termination to us in writing.
13.2 Without affecting any other right or remedy available to us, we may terminate this Agreement with immediate effect by giving you written notice if:
(a) you fail to pay any amount due to us under this Agreement on the due date for payment and remain in default not less than 10 Business Days after being notified in writing to make such payment;
(b) you commit a material breach of any other term of this Agreement and (if such breach is remediable) fail to remedy that breach within a period of 20 Business Days after being notified by us in writing to do so;
(c) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) you are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being an individual) you are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) you have any partner to whom any of the foregoing apply;
(d) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with any of your creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of you with one or more other companies or the solvent reconstruction of you;
(e) you apply to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection your winding up (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or solvent reconstruction;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over you (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over your assets (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all or any of your assets;
(j) (being an individual) you are subject of a bankruptcy petition, application or order;
(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
(l) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2(c) to clause 13.2(j) (inclusive); or
(m) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;
(n) your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of this Agreement is in jeopardy.
13.3 On termination of this Agreement by us pursuant to clause 13.2, all licences granted by us under this Agreement shall terminate immediately.
13.4 On expiry or termination of this Agreement otherwise than on termination by us under clause 13.2 we shall provide such assistance as is reasonably requested by you to transfer the hosting of the Site to you or another service provider, subject to payment of our expenses reasonably incurred.
13.5 On expiry or termination of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
14. Force majeure
14.1 We shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of the obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 months, the party not affected may terminate this Agreement by giving 28 days’ written notice to the affected party.
15. Confidentiality
15.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of three years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 15.2.
15.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
16. Assignment
16.1 We may assign, transfer, subcontract or otherwise deal in any manner with our rights and obligations under this Agreement at any time.
16.2 You may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of your rights or obligations under this Agreement, without our prior written consent, which may not be unreasonably withheld or delayed.
17. Entire agreement
17.1 The Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. We each agree that neither we nor you shall have any claim for innocent or negligent misrepresentation based on any statement in the Agreement.
18. Third party rights
The Agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
19. Variation
No variation of the Agreement shall be effective unless it is in writing and signed by you and us (or our respective authorised representatives).
20. Waiver
20.1 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
20.2 A failure or delay by a party 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.
21. Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
22. Severance
22.1 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.
22.2 If any provision or part-provision of this Agreement is deemed deleted under clause 22.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
23. No partnership or agency
23.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
23.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
24. Governing law
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 shall be governed by and construed in accordance with the law of England and Wales.
25. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)
Violation of the Acceptable Use Policy (“AUP”) may result in suspension or termination of your (“your”, “you”) services in accordance with the RethinkIT Ltd, trading as HA, formerly HA247 (“we”,”us”), a company registered in England and Wales Terms of Service. Should any action be taken by HA in the suspension or the withdrawal of Services the Client shall forgo any claims against HA in respect of refunds for unused Services and any performance claims against HA.
HA at its discretion reserves the right to disable and/or remove any website, whether or not HA has given you advance notice or not, that it believes is in breach of any part of the AUP.
Abusive Usage
You may not use HA services for actions or activities which, at our sole discretion, may be illegal, offensive and abusive or promote and foster such irresponsible behaviour as well as actions contrary to accepted Internet norms or behaviour that threatens our infrastructure. This includes but is not limited to:
Offensive Content
We prohibit content on HA Services which appear to us, at our sole discretion, to be offensive. This includes but is not limited to the storing or transmitting of any content or links to any content which we believe to be:
Bulk Email & Content
We prohibit all uses of HA Services which appear to us at our sole discretion to involve bulk email or posting of content. This includes but is not limited to:
Service Level Agreement
Last Updated: 04/02/2021
This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between HA and the Client for the provisioning of Secure Managed Server
Table of contents;
1. Service Guarantee
2. Configuration and application changes
3. Non-critical issues, change requests or support requests
4. Critical issues, change requests or support requests
5. Backup
6. Monitoring and Availability
7. Maintenance
8. Limitations and Exemptions
9. Billing
Bandwidth
We do not limit traffic but operate a fair use policy. However, we may review the position if traffic regularly exceeds 3000GB / month. 3000GB (3TB) / month is roughly 10mb/s sustained. If a Client continually uses more than this, we will evaluate the additional bandwidth usage and charge accordingly. Our bandwidth overage charge is £5 per mb/s above the 10 mb/s fair usage allowance.
Backup
Over usage of this resource is charged at 40p per 1GB, monthly in arrears. Additional backup space can be purchased in blocks of 50GB, charged at £17.5 per month per 50GB packet (35p / 1GB equivalent)
Configuration and application changes
Any bespoke changes required to be implemented will be developed into the configuration management system to ensure consistency, accountability and auditability. Bespoke changes will be charged £95 + vat/hour.
This Service Level Agreement forms part of the Agreement with HA, along with the Terms and Conditions and Acceptable Use Policy, and is subject to all the terms and conditions stated in these documents.
Updated – 05/01/2023
This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between HA and the Client for AWS Managed Cloud Services
Table of contents;
1. Configuration and application changes
2. Non-critical issues, change requests or support requests
3. Critical issues, change requests or support requests
4. Monitoring and Availability
5. Maintenance
6. Limitations and Exemptions
Updated – 05/01/2023
This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between HA and the Client for the provisioning of Secure Dedicated Server
Table of contents;
1. Service Guarantee
2. Configuration and application changes
3. Non critical issues, change requests or support requests
4. Critical issues, change requests or support requests
5. Backup
6. Monitoring and Availability
7. Maintenance
8. Limitations and Exemptions
9. Billing
Availability Level 1 (AL3, 99.999%)
This level of availability is achieved through the the replication of data between physical devices, True HA and the duplication of critical components of a systems physical hardware.
The True HA mechanism will automatically recover from hardware failure.
Each Dedicated Server is connected to an A + B power Grid.
Each Dedicated Server is connected to an A + B network system.
HA guarantee High Availability of the Server, (AL3). This covers the hardware or hypervisor and not the software running on the servers. The Server will be deemed available if HA’s monitoring can reliably reach the Server.
HA guarantee 100% network availability in any given month. The network will be deemed available if HA’s monitoring can reliably reach the Server.
If we fail to maintain this Service Uptime Guarantee in a particular month (as solely determined by us), you may contact us to claim account credit to the value of 1 day of your monthly server fee for each 30 minutes of infrastructure downtime, up to 30 days.
Bandwidth
We do not limit traffic but operate a fair use policy. However, if traffic regularly exceeds 3000GB / month we may review the position. 3000GB (3TB) / month is roughly 10mb/s sustained. If a Client continually uses more than this we will evaluate the additional bandwidth usage and charge accordingly. Our bandwidth overage charge is £5 per mb/s in excess of the 10 mb/s fair usage allowance.
Backup
Our backup system offers 200GB of backup storage. Over usage of this resource is charged at 40p per 1GB, monthly in arrears. Additional backup space can be purchased in blocks of 50GB, charged at £17.5 per month per 50GB packet 35p / 1GB equivalent)
Configuration and application changes
Should the Client request HA to make any changes the will be a charge made of £95 + vat per hour.
This Service Level Agreement forms part of the Agreement with HA, along with Terms and Conditions and Acceptable Use Policy, and is subject to all the terms and conditions stated in these documents.
Updated – 04/02/2021
HA cares about your privacy. For this reason, we collect and use personal data only as it might be needed for us to deliver to you our products and services, (collectively, our “Services”). Your personal data may include information such as:
Name
Address
Telephone number
Date of birth
Email address
Other data collected that could directly or indirectly identify you
Our Privacy Policy is intended to describe to you how and what data we collect, and how and why we use your personal data. It also describes options we provide for you to access, update or otherwise take control of your personal data that we process.
If at any time you have questions about our practices or any of your rights described below, you may reach our Data Protection Officer (“DPO”) by contacting us at privacy@weareha.co uk.
What information do we collect?
We collect information so that we can provide the best possible experience when you utilise our Services. Much of what you may consider personal data is collected directly from you when you:
However, we also collect additional information when delivering our Services to you to ensure necessary and optimal performance. These methods of collection may not be as obvious to you, so we wanted to highlight and explain below a bit more about what these might be (as they vary from time to time) and how they work:
How we utilise information
We strongly believe in both minimising the data we collect and limiting its use and purpose to only that (1) for which we have been given permission, (2) as necessary to deliver the Services you purchase, or (3) as we might be required or permitted for legal compliance or other lawful purposes. These uses include:
Sharing with trusted third parties. We may share your personal data with third parties with which we have partnered to allow you to integrate their services into our own Services, and with trusted third party service providers as necessary for them to perform services on our behalf, such as:
If we collect information from you in connection with a co-branded offer, it will be clear at the point of collection who is collecting the information and whose privacy policy applies. In addition, it will describe any choice options you have in regards to the use and/or sharing of your personal data with a co-branded partner, as well as how to exercise those options.
If you make use of a service that allows you to import contacts (e.g. using email marketing services to send emails on your behalf), we will only use the contacts and any other personal information for the requested service. If you believe that anyone has provided us with your personal information and you would like to request that it be removed from our database, please contact us at privacy@weareha.co.uk.
Transfer of personal data abroad. If you utilise our Services from a country other than the country where our servers are located, your communications with us may result in transferring your personal data across international borders. In this case, your personal data is handled according to this Privacy Policy.
Compliance with legal, regulatory and law enforcement requests. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (such as subpoena requests), to protect our property and rights or the property and rights of a third party, to protect the safety of the public or any person, or to prevent or stop activity we consider to be illegal or unethical.
To the extent we are legally permitted to do so, we will take reasonable steps to notify you in the event that we are required to provide your personal information to third parties as part of legal process.
Website analytics. We use multiple web analytics tools provided by service partners such as Google Analytics, Facebook, Linkedin etc to collect information about how you interact with our website, including what pages you visit, what site you visited prior to visiting our website, how much time you spend on each page, what operating system and web browser you use and network and IP information. We use the information provided by these tools to improve our Services. These tools place persistent cookies in your browser to identify you as a unique user the next time you visit our website. Each cookie cannot be used by anyone other than the service provider (e.g. Google for Google Analytics). The information collected from the cookie may be transmitted to and stored by these service partners on servers in a country other than the country in which you reside. Though information collected does not include personal data such as name, address, billing information, etc., the information collected is used and shared by these service providers in accordance with their individual privacy policies. You can control the technologies we use by managing your settings through our Cookie Policy or the ‘cookie banners” that may be presented (depending on URL of website visited) when you first visit our webpages, or by utilising settings in your browser or third-party tools, such as Disconnect, Ghostery and others.
Targeted advertisements. Targeted ads or interest-based offers may be presented to you based on your activities on our webpages, and other websites, and based on the products you currently own. These offers will display as varying product banners presented to you while browsing. We may also partner with third parties to manage our advertising on our webpages and other websites. Our third party partners may use technologies such as cookies to gather information about such activities in order to provide you with advertising based upon your browsing activities and interests, and to measure advertising effectiveness. If you wish to opt out of interest-based advertising click here (or if located outside the European Union click here). Please note you will continue to receive generic ads.
Third-party websites. Our website contains links to third-party websites. We are not responsible for the privacy practices or the content of third-party sites. Please read the privacy policy of any website you visit.
How you can access, update or delete your data
If you make a request to delete your personal data and that data is necessary for the products or services you have purchased, the request will be honored only to the extent it is no longer necessary for any Services purchased or required for our legitimate business purposes or legal or contractual record keeping requirements.
You may contact us by one of the methods described in the “Contact Us” section below.
How we secure, store and retain your data.
We follow generally accepted standards to store and protect the personal data we collect, both during transmission and once received and stored, including utilisation of encryption where appropriate.
We retain personal data only for as long as necessary to provide the Services you have requested and thereafter for a variety of legitimate legal or business purposes. These might include retention periods:
If you have any questions about the security or retention of your personal data, you can contact us at privacy@weareha.co.uk.
‘Do Not Track’ notifications.
Some browsers allow you to automatically notify websites you visit not to track you using a “Do Not Track” signal. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, we currently do not alter our practices when we receive a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” you may wish to visit www.allaboutdnt.com.
Age restrictions.
Our Services are available for purchase only for those over the age of 18. Our Services are not targeted to, intended to be consumed by or designed to entice individuals under the age of 18. If you know of or have reason to believe anyone under the age of 18 has provided us with any personal data, please contact us.
Changes in our Privacy Policy.
We reserve the right to modify this Privacy Policy at any time. If we decide to change our Privacy Policy, we will post those changes to this Privacy Policy and any other places we deem appropriate, so that you are aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If we make material changes to this Privacy Policy, we will notify you here, by email, or by means of a notice on our home page.
Data Protection Authority.
If you are a resident of the European Economic Area (EEA) and believe we maintain your personal data subject to the General Data Protection Regulation (GDPR), you may direct questions or complaints to our lead supervisory authority, The Information Commissioner’s Office. The ICO’s website and contact details are at https://ico.org.uk/global/contact-us/
Contact us.
If you have any questions, concerns or complaints about our Privacy Policy, our practices or our Services, you may contact our Office of the DPO by email at privacy@weareha.co.uk. As an alternative, you may contact us by either of the following means:
By Mail: Attn: Data Protection Officer, HA, Aspire House, 31 Bootham, York, United Kingdom YO30 7BT
By Phone: 01904 500272
We will respond to all requests, inquiries or concerns within thirty (30) days.
Updated – 05/01/2023
This Data Processing Addendum (the “DPA”) forms part of the Services Agreement (the “Agreement”) between HA and the Client specified in the Services Agreement (“Client”).
Client enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Client Affiliates, if and to the extent HA processes Personal Data for which such Client Affiliates qualify as the Controller. In providing the Services to Client pursuant to the Agreement, HA may Process Personal Data on behalf of Client, and the parties agree to comply with the following provisions with respect to any Personal Data. The Client that is the contracting party to the Agreement shall remain responsible for coordinating all communication with HA under this DPA, and shall be entitled to transmit and receive any communication in relation to this DPA on behalf of its Client Affiliate(s).
Except as modified below, the terms of the Agreement shall remain in full force and effect. Capitalised terms not otherwise defined herein shall have the meaning set forth in the Agreement. In case of a conflict between the terms of the DPA and the Agreement, the terms of the DPA shall prevail. This DPA supersedes and replaces all prior agreements between Client and HA regarding the subject matter of this DPA.
DEFINITIONS
In this DPA, the following terms shall have the meanings set out below: “HA” means Rethink IT Limited trading as HA. Rethink IT Ltd is a company registered in England and Wales, number 06781499 and its trading address is Aspire House, 31 Bootham, York, England YO30 7BT.
“HA” means HA and HA Affiliates (if any) engaged in the Processing of Personal Data.
“Controller” means “controller” as defined in the GDPR. “Client Affiliate” means any of Client’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Client and HA, but has not signed its own Order with HA and is not a “Client” as defined under the Agreement.
“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.
“Data Subject” means the identified or identifiable person to whom Personal Data relates.
“EEA” means the European Economic Area.
“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
“Personal Data” means “personal data” as defined in the GDPR that is subjected to the Services under Client’s Agreement.
“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Processor” means “processor” as defined in the GDPR.
“Services” means the services provided by HA to Client as agreed in the Agreement.
“Sub-processor” means any Processor engaged by HA.
“Supervisory Authority” means an independent public authority, which is established by an EU Member State pursuant to the GDPR.
DPA TERMS
HA and the Client hereby enter into this DPA effective as of the last signature date on the Services Contract. This DPA is incorporated into and forms part of the Agreement.
1.1 Scope and Roles.
This DPA applies when Personal Data is Processed by HA as part of HA’s provision of Services as agreed in the Agreement and the applicable Order. In this context, Client is the Data Controller and HA is the Data Processor with respect to Personal Data.
1.2 Client’s Processing of Personal Data.
Client shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Client’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Client shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Client acquired Personal Data.
1.3 HA’s Processing of Personal Data.
HA shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with Client’s documented instructions as set forth in Section 2.
1.4 Details of the Processing.
The subject matter of Processing of Personal Data by HA is the performance of the Services pursuant to the Agreement. HA will Process Personal Data as necessary to perform the Services pursuant to the Agreement and for the term of the Agreement. The type of Personal Data and categories of Data Subjects, the nature and purpose of the processing are further specified in the HA Privacy Policy available at ../privacy/.
1.5 Compliance with Laws. Each party will comply with all applicable laws, rules and regulations, including the Data Protection Laws and Regulations.
HA will process Personal Data only in accordance with Client’s instructions. The parties agree that this DPA and the Agreement are Client’s complete and final documented instructions at the time of signature of the Agreement to HA in relation to the Processing of Personal Data. Additional or modified instructions require a documentation similar to this DPA and any such instructions leading to additional efforts by HA beyond the scope of the Services agreed in the Agreement and the Order may result in additional service fees payable by Client that need to be documented in writing. Client shall ensure that its instructions comply with Data Protection Laws and Regulations and that the Processing of Personal Data in accordance with Client’s instructions will not cause HA to be in breach of the GDPR.
3.1 Limitation of Access.
HA shall ensure that HA’s access to Personal Data is limited to those personnel who require such access to perform the Agreement.
3.2 Confidentiality.
HA shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training in their responsibilities, and have executed written confidentiality agreements. HA shall ensure that such confidentiality agreements survive the termination of the employment or engagement of its personnel.
3.3 Reliability.
HA shall take commercially reasonable steps to ensure the reliability of any HA personnel engaged in the Processing of Personal Data.
3.4 Data Protection Officer.
Effective from 25 May 2018, HA shall have appointed, or shall appoint, a Data Protection Officer if Data Protection Laws and Regulations require such appointment. Any such appointed person may be reached at privacy@HA.co.uk
5.2 List of Current Sub-processors and Information about New Sub-processors.
Client may request a current list of Sub-processors for the Services at privacy@HA.co.uk.
5.3 Objection Right for new Sub-processors.
Client may object to HA’s use of a new Sub-processor by notifying HA promptly in writing within 10 business days after HA’s update in accordance with the mechanism set out in Section 5.2 above. In the event Client objects to a new Sub-processor, and that objection is not unreasonable, HA will use reasonable efforts to make available to Client a change in the Services or recommend a commercially reasonable change to Client’s configuration or use of the Services to avoid processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Client. If HA is unable to make available such change within a reasonable period of time, which shall not exceed 30 days, Client may terminate the applicable Order(s) in respect only to those Services which cannot be provided by HA without the use of the objected-to new Sub-processor, on the condition that Client provides such termination notice within 90 days of being informed of the engagement of the Sub-processor as described in Section 5.2 above. HA will then refund Client any prepaid fees covering the remainder of the term of such terminated Order(s) following the effective date of termination with respect of such terminated Services. This termination right is Client’s sole and exclusive remedy if Client objects to any new Sub-processor.
5.4 Liability.
HA shall be liable for the acts and omissions of its Sub-processors to the same extent HA would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise agreed.
Updated – 02 May 2018
End of Support: HA will continue to provide services that have reached “End of Support”. However;
HA’s Operational Support service may be restricted, not 24×7. In business hours support will still be available.
Service Level Agreements and guarantees will not apply to any aspect of the service running End of Support software.
Any support is provided on an AS IS basis. HA will not be liable for any damages or losses due to the provision of End of Support services.
You acknowledge the vendor may stop providing any security updates for the service in use.
In the case of Extended Support, such as Ubuntu Extended Security Maintenance, HA will provide you with a Licence for the ESM and add this to your monthly service charge.
Any changes or upgrades to the OS or software that makes part of the service will be considered a Change Request under your SLA and will be billable.
End of Life: HA has no obligation to make services available that are End of Life. HA will work with you to upgrade or replace your service. Any work undertaken will be considered a Change Request under your SLA and will be billable.