Terms of Service and Service Level Agreement

1. Definitions and Agreement Structure

1.1 Definitions

In this Agreement:

Base Working State

means restoration of the affected provisioned infrastructure to a state in which the relevant virtual machine, host node, storage, and network connectivity are operational and accessible. Base Working State does not include restoration or repair of your applications, website code, databases, data consistency, malware infection, corrupted content, third-party integrations, custom configurations, credentials, or any issue outside the managed scope expressly stated in the applicable Service Schedule.

Confidential Information

has the meaning given in Clause 14.3.

Core Infrastructure

means the underlying infrastructure components managed by us and expressly included within the ordered Services, such as server hardware, virtualisation platform, storage platform, host operating environment, and firewall platform.

Customer Portal

means WHMCS or any successor customer portal, dashboard, billing portal, support portal, account management interface, or legal document portal designated by us.

Cyber Security Incident

means any actual or reasonably suspected unauthorised access to, acquisition of, use of, disclosure of, alteration of, loss of, destruction of, corruption of, encryption of, or denial of service affecting the Services, Core Infrastructure, Customer data, or any related systems, accounts, credentials, or networks, including any ransomware event, malware infection, compromise, material vulnerability exploitation, or other incident requiring investigation, containment, remediation, notification, or reporting.

Data Processing Agreement or DPA

means our data processing agreement is in force from time to time and made available at https://strategy.hosting/dpa, as updated in accordance with this Agreement.

Order

means any order, online checkout, service activation request, renewal request, upgrade request, accepted quotation, invoice-backed service request, or account selection submitted through our website, Customer Portal, sales process, or other ordering method made available by us.

Security Contact

means the technical, operational, and incident-response contact details designated by you in the Customer Portal for urgent cyber security, resilience, abuse, and service protection communications.

Service Schedule

means any service description, accepted order form, accepted quotation, plan description, proposal expressly accepted by us, invoice for ordered Services, statement of work, or account record in the Customer Portal that identifies the specific Services, fees, billing cycle, and service scope applicable to your account.

Services

means the infrastructure hosting, virtualisation, network, firewall, backup, support, managed services, and related services provided by us to you under this Agreement and any applicable Service Schedule.

1.2 Agreement Structure and Order of Precedence

This Agreement consists of these master terms together with each applicable Service Schedule and, where applicable, the Data Processing Agreement.

If there is any conflict, the following order of precedence applies:

1. the Data Processing Agreement, but only in relation to the Processing of Personal Data;
2. the applicable Service Schedule;
3. these master terms; and
4. any operational policy or support guidance published by us.

1.3 Contract Formation

Your submission of an Order is an offer to purchase Services from us. No Order is binding on us unless and until we accept it, whether by written confirmation, service activation, invoice issuance, provisioning, or express account confirmation through the Customer Portal.

We may accept or reject any Order at our discretion.

1.4 Electronic Records and Incorporation

The version of this Agreement made available on our website or through the Customer Portal at the time of your acceptance, order, renewal, payment, activation, or continued use of the relevant Services forms part of the contract between us.

Where we Process Personal Data on your behalf in connection with the Services, the Data Processing Agreement in force at the time the relevant Services are ordered, renewed, activated, accessed, or used is incorporated into and forms part of this Agreement.

Customer Portal records, accepted Orders, invoices, accepted quotations, renewal records, support records relating to service administration, and account configuration records maintained by us may be relied on by us as evidence of the Services ordered, scope selected, billing cycle, renewals, upgrades, support interactions, account activity, and acceptance of legal terms.

Support tickets, emails, chats, and other operational communications do not amend this Agreement, any Service Schedule, or the Data Processing Agreement unless we expressly agree in writing that they do so.

1.5 Version Control

We may identify this Agreement and the Data Processing Agreement by publication date, revision number, website posting date, or other version marker. The applicable version is the version in force in accordance with Clause 22.1.

2. Services and Service Scope

2.1 Service Standard

We will provide the Services described in the applicable Service Schedule using reasonable skill and care.

2.2 Scope Limitations

Unless expressly stated otherwise in the applicable Service Schedule, our responsibility is limited to the Core Infrastructure and does not include application support, software debugging, development work, database repair, malware remediation, content restoration, SEO, email troubleshooting, or support for third-party software such as Magento, WordPress, plugins, themes, scripts, or custom code.

2.3 Service Dependency Acknowledgement

You acknowledge that hosting services are dependent on internet connectivity, third-party carriers, software vendors, hardware suppliers, power, and data centre facilities, and that uninterrupted or error-free service cannot be guaranteed.

2.4 Technical Changes

We may modify the technical means by which the Services are delivered, provided that the changes do not materially reduce the overall functionality of the Services.

2.5 Subcontracting and Affiliates

We may use affiliates, subcontractors, and third-party suppliers to provide all or any part of the Services, provided that we remain responsible for their performance to the extent required by this Agreement.

3. Term

3.1 Commencement and Duration

This Agreement starts on the earlier of the date you first accept this Agreement, submit an Order, pay for Services, or first access or use the Services, and continues until all Services have expired or been terminated in accordance with this Agreement.

3.2 Renewal

Each Service will continue for the billing period set out in the applicable Service Schedule and will renew automatically for successive equivalent billing periods unless terminated in accordance with this Agreement.

4. Fees, Billing, and Payment

4.1 Billing in Advance

All Services are billed in advance unless expressly stated otherwise in the applicable Service Schedule.

4.2 Payment Timing

You must pay all invoices by the due date stated in the invoice or, if no due date is stated, within 30 days after the invoice date.

4.3 Non-Payment Suspension

If any undisputed amount remains unpaid for 7 days after its due date, we may suspend any or all Services on at least 24 hours' notice. We may suspend Services immediately without prior notice where we reasonably believe immediate suspension is necessary to protect our network, systems, reputation, or other customers.

4.4 Continuing Liability for Charges

Suspension does not relieve you of your obligation to pay fees accrued before, during, or after suspension.

4.5 Interest

We may charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate, accruing daily, or the maximum rate permitted by law, whichever is lower.

4.6 No Set-Off

You must pay all amounts due under this Agreement without set-off, counterclaim, deduction, or withholding, except as required by law.

4.7 Taxes

Unless stated otherwise, all fees are exclusive of VAT and any other applicable taxes, duties, or levies, which you must pay in addition.

5. Acceptable Use and Customer Obligations

5.1 Lawful Use

You must use the Services only for lawful purposes and in compliance with all applicable laws, regulations, and third-party rights.

5.2 Prohibited Activities

You must not use, or permit any other person to use, the Services to:

1. store, process, publish, or transmit unlawful, infringing, fraudulent, defamatory, abusive, harassing, or obscene material;
2. distribute malware, ransomware, spyware, harmful code, or other malicious software;
3. engage in phishing, spoofing, denial-of-service activity, unauthorised scanning, or other abusive network conduct;
4. interfere with or disrupt the integrity, security, or performance of our network or the systems of any third party;
5. infringe intellectual property rights, confidentiality rights, privacy rights, or data protection rights; or
6. engage in activity likely to damage our systems, goodwill, or reputation.

5.3 Customer Responsibility

You are responsible for:

1. all use of the Services through your account;
2. maintaining the confidentiality and security of your passwords, access credentials, API keys, and administrative accounts;
3. the security, legality, integrity, accuracy, and quality of your data, websites, applications, content, and software;
4. maintaining appropriate and current licences for any third-party software used by you;
5. keeping your contact, billing, and technical details accurate in the Customer Portal; and
6. keeping your Security Contact details current and ensuring that Security Contact personnel are authorised and available to receive urgent security, abuse, resilience, and incident-response communications.

5.4 Suspension for Misuse

We may suspend the Services immediately if we reasonably believe that your use of the Services breaches this Agreement or poses a threat to our systems, network, business, or other customers.

6. Sanctions and Export Compliance

6.1 Compliance Obligation

You must not use, access, export, re-export, transfer, make available, or permit the use of the Services, directly or indirectly, in any manner that would cause us or any of our affiliates, subcontractors, or suppliers to breach any applicable sanctions, export control, trade, or import laws or regulations.

6.2 Ongoing Representations

You represent and warrant on an ongoing basis that:

1. you are not, and are not owned or controlled by, a person or entity that is the subject of sanctions or designated on any applicable sanctions list maintained by the United Kingdom, the United Nations, the European Union, or the United States;
2. you are not located, organised, or ordinarily resident in, and will not access or use the Services from, any country or territory that is the subject of comprehensive sanctions, except to the extent permitted by applicable law and expressly approved by us in writing; and
3. you will not use the Services for any prohibited end use, including any end use related to unlawful military, weapons proliferation, or other restricted activities under applicable export control laws.

6.3 Notification

You must promptly notify us in writing if you become subject to sanctions, if your ownership or control changes in a way that may affect your compliance with this Clause 6, or if you become aware of any actual or suspected breach of this Clause 6.

6.4 Suspension and Termination

We may suspend or terminate any or all Services immediately without liability if we reasonably believe that you, your users, or any use of the Services may breach this Clause 6 or expose us or any of our affiliates, subcontractors, or suppliers to risk under applicable sanctions, export control, trade, or import laws or regulations.

6.5 Information Rights

You will provide promptly any information and reasonable assistance we request for the purpose of verifying compliance with this Clause 6.

6.6 Excused Non-Performance

We are not required to perform any obligation under this Agreement to the extent that doing so would cause us or any of our affiliates, subcontractors, or suppliers to breach any applicable sanctions, export control, trade, or import laws or regulations.

6.7 Material Breach

Your breach of this Clause 6 will be deemed a material breach of this Agreement that is not capable of remedy for the purposes of Clause 18.1.

7. Data Protection

7.1 Compliance with Law

Each party will comply with applicable data protection laws in relation to any Personal Data Processed under or in connection with the Services.

7.2 Controller and Processor Status

To the extent that we Process Personal Data on your behalf in connection with the Services, you are the Controller and we are the Processor, unless the parties expressly agree otherwise in writing in relation to specific Processing activities.

7.3 DPA Incorporation

Where we Process Personal Data on your behalf in connection with the Services, the Data Processing Agreement is incorporated into and forms part of this Agreement and applies to that Processing.

7.4 Customer Responsibility

You warrant that you have all necessary rights, consents, permissions, and lawful bases to provide Personal Data to us for Processing in connection with the Services.

7.5 Conflict

If there is any conflict between this Clause 7 or any other part of this Agreement and the Data Processing Agreement in relation to the Processing of Personal Data, the Data Processing Agreement prevails to the extent of that conflict.

8. Backups, Data, and Restoration

8.1 Operational Backup Only Unless Contracted

Unless a backup or disaster recovery service is expressly included in the applicable Service Schedule, any backup process operated by us is provided for operational resilience only and not as a guaranteed backup service.

8.2 Customer Backup Responsibility

You are solely responsible for maintaining current, complete, and tested off-site backups of all data, websites, databases, applications, configurations, and other content stored or processed using the Services.

8.3 No Backup Warranty

We do not warrant that any backup will be complete, current, error-free, or capable of successful restoration.

8.4 Data Loss Allocation

We are not responsible for any loss of data, corruption of data, inability to restore data, or loss arising from your failure to maintain independent backups, except to the extent such loss is caused directly by our fraud or wilful misconduct.

8.5 Infrastructure Restoration Only

If the underlying Core Infrastructure fails, we will use reasonable efforts to restore the affected environment to a Base Working State at no additional charge. Any work outside that scope is chargeable at our then-current support rates unless otherwise agreed in writing.

9. Cyber Security, Resilience, and Incident Response

9.1 Cyber Security and Resilience Measures

We may implement, maintain, and update such technical, organisational, administrative, and operational measures as we reasonably consider necessary or appropriate to protect the Services, Core Infrastructure, our systems, our other customers, and the wider resilience of our service environment, and to comply with applicable cyber security, resilience, network and information systems, critical infrastructure, law enforcement, national security, regulatory, and similar legal or operational requirements.

9.2 Infrastructure Safeguards

We will maintain reasonable administrative, physical, and technical safeguards designed to protect the Core Infrastructure under our control.

9.3 Security Action Rights

We may, at any time and without prior notice where necessary, block IP addresses, rate-limit traffic, filter protocols, suspend access, isolate workloads, require credential resets, disable integrations, remove or quarantine content, deploy patches or mitigations, alter configurations, restrict functionality, or take other action reasonably necessary to prevent, investigate, contain, respond to, or mitigate an actual or suspected Cyber Security Incident, abuse event, vulnerability, or network attack.

9.4 No Liability for Protective Measures

We will act reasonably and in good faith when taking action under this Clause 9, but we will not be liable for service degradation, interruption, data unavailability, delay, performance impact, or other adverse effects resulting from security, resilience, compliance, or protective measures taken to protect our systems, network, Services, or other customers, except to the extent such liability cannot lawfully be excluded.

9.5 Customer Security Responsibility

Unless expressly included in a managed service scope, you are responsible for the security, patching, hardening, maintenance, and lawful configuration of your applications, content management systems, plugins, themes, scripts, credentials, integrations, access controls, and custom code.

9.6 Vulnerability and Emergency Remediation

We may implement urgent fixes, patches, mitigations, updates, reconfigurations, maintenance actions, or temporary workarounds without complying with ordinary notice periods where we reasonably consider this necessary to address an actual or suspected Cyber Security Incident, material vulnerability, resilience risk, supplier risk, legal requirement, or regulator expectation. You must promptly implement any customer-side remediation, patching, credential reset, configuration change, or other protective step that we reasonably require in connection with the affected Services.

9.7 Cyber Security Incident Notification

Where we determine that a Cyber Security Incident materially affects the Services provided to you, we will notify your Security Contact within such period as we reasonably consider appropriate in light of the nature of the incident, the information available to us, the steps required to investigate or contain it, and any legal, regulatory, law enforcement, or security constraints. We may provide information in stages and may update or correct earlier information as investigations develop.

9.8 Limits on Incident Disclosures

We are not required to disclose information where disclosure would, in our reasonable opinion:

1. increase security risk;
2. prejudice an investigation, containment measure, law enforcement activity, or regulatory process;
3. reveal confidential information relating to other customers, suppliers, systems, or threat intelligence; or
4. breach applicable law or binding instructions from a competent authority.

9.9 Customer Cooperation and Evidence Preservation

You must promptly cooperate with us in relation to any actual or suspected Cyber Security Incident affecting the Services or relevant systems, including by:

1. responding to security communications without undue delay;
2. providing information reasonably requested by us;
3. preserving relevant logs, records, evidence, and system states to the extent reasonably practicable;
4. taking reasonable containment and remediation steps within your environment; and
5. not taking steps likely to prejudice investigation, containment, remediation, or reporting.

9.10 Regulator and Authority Disclosures

We may disclose information, logs, records, technical data, account information, traffic information, incident information, and related materials to regulators, competent authorities, courts, law enforcement agencies, national cyber security authorities, government bodies, emergency response organisations, and relevant upstream suppliers or subcontractors to the extent we reasonably consider necessary or appropriate for cyber security, resilience, incident response, threat mitigation, legal compliance, enforcement, or the protection of our systems, Services, suppliers, or other customers.

9.11 Third-Party Vulnerability Position

We are not liable for breaches, outages, or compromises caused by unknown or newly disclosed vulnerabilities in third-party software, provided that we use reasonable endeavours to apply relevant infrastructure-level mitigations and patches within a reasonable period after a stable fix becomes available to us.

9.12 No Admission and No Separate Compensation Right

Any notification, investigation, cooperation, mitigation measure, or disclosure under this Clause 9 does not constitute an admission of fault, breach, or liability and does not by itself create any right to compensation, refund, or damages beyond the remedies expressly set out in this Agreement.

10. Support and Chargeable Work

10.1 Included Support

Support is provided in accordance with the applicable Service Schedule. If no specific support scope is stated, support is limited to reasonable assistance relating to service availability and Core Infrastructure issues.

10.2 Out-of-Scope Work

Any work requested by you or required outside the included support scope, including malware clean-up, website repair, database repair, application troubleshooting, software configuration, development work, content restoration, incident response support, forensic support, or customer-environment remediation, is chargeable at our standard rate of £60 per hour, unless otherwise agreed in writing.

10.3 Prepayment and Authorisation

We may require prepayment or a written work authorisation before commencing chargeable work.

10.4 Estimates Non-Binding

Any estimate or time indication provided by us is non-binding unless expressly stated otherwise in writing.

11. Third-Party Providers and Upstream Dependencies

11.1 Third-Party Dependencies

Some Services depend on data centre facilities, network carriers, software vendors, hardware manufacturers, registrars, DNS providers, cloud suppliers, and other third-party providers.

11.2 No Liability for Matters Outside Reasonable Control

We are not responsible for any delay, interruption, defect, or failure caused solely by a third-party provider to the extent outside our reasonable control.

11.3 Upstream Recoveries

Where we receive service credits, refunds, or compensation from an upstream provider in respect of an incident affecting your Services, we may, at our discretion, apply to your account a fair and reasonable proportion of that recovery attributable to the affected Services, net of any related internal costs, third-party costs, and administrative expenses.

12. Intellectual Property

12.1 Provider Ownership

We and our licensors retain all intellectual property rights in the Services, our systems, software, tools, templates, processes, documentation, and all related materials.

12.2 Customer Ownership

You and your licensors retain all intellectual property rights in your data, websites, software, content, and other materials supplied by you or on your behalf.

12.3 Limited Licence to Provide Services

You grant us a non-exclusive, royalty-free licence for the term of this Agreement to host, copy, transmit, process, back up, and otherwise use your data and materials only to the extent necessary to provide the Services and perform our obligations under this Agreement.

13. Warranties

13.1 Services Warranty

We warrant that we will provide the Services using reasonable skill and care.

13.2 As-Is Basis

Except as expressly stated in this Agreement, the Services are provided on an "as is" and "as available" basis.

13.3 Excluded Implied Terms

To the fullest extent permitted by law, we exclude all implied warranties, conditions, representations, and other terms, including any implied terms as to satisfactory quality, fitness for a particular purpose, non-infringement, and uninterrupted availability.

13.4 Internet and Shared Infrastructure Risk

You acknowledge that no service involving internet connectivity, shared infrastructure, software, or third-party dependencies can be wholly secure, uninterrupted, or error-free.

14. Confidentiality

14.1 Confidentiality Obligation

Each party may receive or have access to Confidential Information of the other party in connection with this Agreement. Each receiving party will keep the disclosing party's Confidential Information confidential and will not use it for any purpose other than performing, receiving, or enforcing its rights under this Agreement.

14.2 Permitted Disclosures

The receiving party may disclose the disclosing party's Confidential Information only to its employees, officers, professional advisers, auditors, insurers, affiliates, subcontractors, and service providers who need to know it for the purposes of this Agreement, provided that the receiving party ensures that those persons are bound by confidentiality obligations no less protective than those in this Clause 14.

14.3 Definition of Confidential Information

For the purposes of this Agreement, Confidential Information means any information of a confidential nature, whether disclosed in writing, electronically, orally, visually, or by inspection, including commercial, financial, technical, operational, security, and business information, pricing, proposals, system architecture, documentation, credentials, software, know-how, customer information, and the terms of this Agreement, but excluding information that the receiving party can demonstrate:

1. is or becomes public other than through breach of this Agreement or any other duty of confidence;
2. was lawfully known to the receiving party before disclosure by or on behalf of the disclosing party;
3. is lawfully received from a third party without restriction on disclosure; or
4. is independently developed by or for the receiving party without use of or reference to the disclosing party's Confidential Information.

14.4 Compelled Disclosure

The receiving party may disclose Confidential Information to the extent required by law, regulation, court order, or any governmental, regulatory, or competent authority, provided that, to the extent legally permitted, the receiving party gives the disclosing party prompt written notice before disclosure and reasonably cooperates, at the disclosing party's cost, with any attempt to prevent or limit the disclosure.

14.5 Equitable Relief

Each party acknowledges that damages alone may not be an adequate remedy for breach of this Clause 14 and that the disclosing party may seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law.

14.6 Return and Deletion

On expiry or termination of this Agreement, each receiving party will, on written request, promptly return or securely delete the disclosing party's Confidential Information in its possession or control, except to the extent that retention is required by law, regulation, internal compliance policy, automated backup or archival systems maintained in the ordinary course of business, or this Agreement. Any retained Confidential Information will remain subject to this Clause 14 for so long as it is retained.

14.7 Survival

The confidentiality obligations in this Clause 14 survive expiry or termination of this Agreement for a period of 5 years, except that any trade secrets and any Confidential Information comprising personal data, credentials, or security information will remain protected for so long as they remain confidential in nature.

15. Limitation of Liability

15.1 Non-Excludable Liability

Nothing in this Agreement limits or excludes any liability that cannot lawfully be limited or excluded, including liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability that cannot be excluded or limited under applicable law.

15.2 Liability Cap

Subject to Clause 15.1, our total aggregate liability arising out of or in connection with this Agreement and all Service Schedules, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise, will not exceed:

1. 125% of the total recurring fees paid by you to us for the affected Services in the 12 months immediately preceding the first event giving rise to the relevant claim.

15.3 Excluded Loss

Subject to Clause 15.1, we will not be liable for any:

1. loss of profit;
2. loss of revenue;
3. loss of business, contracts, or opportunity;
4. loss of goodwill or reputation;
5. loss of anticipated savings;
6. loss, corruption, destruction, alteration, or inaccuracy of data; or
7. indirect, consequential, special, or incidental loss,

in each case whether foreseeable or not.

15.4 Data Recovery and Restoration Scope

Without limiting Clauses 8, 9, 13, and 14, we do not warrant that any data will be recoverable, restorable, or error-free. Any obligation on us to restore the affected environment to a Base Working State applies only to the Core Infrastructure expressly within our managed scope and does not include restoration or repair of your applications, code, databases, data integrity, data consistency, content, configurations, credentials, or third-party software unless expressly stated in the applicable Service Schedule.

15.5 SLA Remedy Position

Service Credits under the SLA are your sole financial remedy for our failure to achieve the Monthly Uptime target for the affected Service. Service Credits are applied subject to the terms of the SLA and count towards, and do not increase, the liability cap in this Clause 15.

15.6 Aggregation of Claims

All claims arising out of the same facts or circumstances, or a series of connected facts or circumstances, will be treated as a single claim for the purposes of this Clause 15.

15.7 Insurance

Any insurance maintained by us is for our own benefit only and does not increase our liability under this Agreement.

16. Customer Indemnity

16.1 Indemnity for Third-Party Claims

You will indemnify and keep us, our affiliates, subcontractors, suppliers, and their respective officers, employees, and agents indemnified against all losses, liabilities, damages, costs, expenses, and claims, including reasonable legal fees, awarded by a court of competent jurisdiction or agreed in settlement by us, arising from any third-party claim to the extent resulting from:

1. any content, data, materials, software, website, or communications stored, published, transmitted, processed, or made available by or on behalf of you through the Services or any content management system, customer portal, website platform, or similar tool made available by us, where such content or use is alleged to be unlawful, defamatory, obscene, misleading, fraudulent, infringing, or otherwise in breach of applicable law or third-party rights;
2. any actual or alleged copyright infringement, trade mark infringement, passing off, database right infringement, or other intellectual property infringement arising from your use of the Services;
3. any misuse of the Services, the Customer Portal, any CMS, administrative tooling, login credentials, APIs, integrations, or other systems made available by us, including phishing, malware distribution, unlawful publishing, abusive conduct, unauthorised access attempts, or breach of Clause 5; or
4. your breach of this Agreement, the Data Processing Agreement, or applicable law.

16.2 Exclusions

This Clause 16 does not apply to the extent that the relevant claim arises directly from our fraud, wilful misconduct, or breach of this Agreement.

16.3 Conduct of Claims

We will notify you promptly of any claim for which we seek indemnity under this Clause 16, provided that any failure to notify promptly will not relieve you of your obligations except to the extent you are materially prejudiced by that failure. We may control the defence and settlement of the claim, acting reasonably, and you must provide all reasonable cooperation, information, and assistance requested by us.

17. Suspension

17.1 Suspension Rights

We may suspend any or all Services immediately if:

1. you fail to pay any undisputed amount due under this Agreement;
2. we reasonably believe the Services are being used in breach of this Agreement or applicable law;
3. we reasonably consider suspension necessary to protect our systems, network, business, personnel, or other customers;
4. a security event, abuse complaint, legal demand, regulatory issue, or Cyber Security Incident requires immediate action; or
5. continued provision of the Services would expose us or any third party to material risk.

17.2 Notice of Suspension

We will use reasonable efforts to notify you of a suspension and its reason, unless prohibited by law or where doing so would compromise security, resilience, or enforcement action.

18. Termination

18.1 Termination for Cause

Either party may terminate this Agreement or any affected Service Schedule immediately by written notice if the other party:

1. commits a material breach of this Agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after receiving notice requiring it to do so; or
2. becomes insolvent, enters administration, goes into liquidation, has a receiver appointed, ceases to trade, or is otherwise unable to pay its debts as they fall due.

18.2 Provider Termination Rights

We may terminate any Service immediately on written notice if:

1. you repeatedly fail to pay invoices on time;
2. your use of the Services creates recurring security, abuse, resilience, or operational issues;
3. you breach Clause 5;
4. you breach Clause 6; or
5. a third-party supplier withdraws or materially changes a dependency necessary for us to provide the Service and we cannot reasonably continue providing it.

18.3 Termination for Convenience

You may terminate a recurring Service for convenience by giving not less than [NOTICE PERIOD] prior written notice before the next renewal date, unless a different notice period is stated in the applicable Service Schedule.

18.4 Accrued Rights Preserved

Termination does not affect any accrued rights, remedies, obligations, or liabilities existing at the termination date.

18.5 Consequences of Termination

On termination or expiry:

1. all unpaid fees for Services already provided become immediately due;
2. your right to access and use the affected Services ends;
3. you must promptly export or remove your data; and
4. we may delete your data in accordance with Clause 20.

19. Service Migration and Data Export Assistance

19.1 Migration Assistance on Request

On request following notice of termination or expiry, and subject to payment of all outstanding amounts due, we may provide reasonable data export, migration preparation, and transition assistance in relation to the affected Services.

19.2 Charges

Unless expressly included in the applicable Service Schedule, migration assistance, data preparation, export preparation, packaging, and related transition work are chargeable at £60 per hour plus VAT.

19.3 Common Export Formats

Where technically available and reasonably practicable, exported data may be provided in commonly used formats such as CSV, XML, JSON, SQL dump, ZIP archive, or flat-file export, depending on the nature of the relevant data and systems. We do not warrant that any export format will be compatible with any third-party platform, application, or migration destination.

19.4 Customer Responsibility

You are responsible for specifying your requested export scope, verifying exported data, securing the transferred data after delivery, and completing any onward migration, import, transformation, testing, or validation.

19.5 Maximum Holding Period

We are not required to hold exported data, prepared migration files, or transitional copies of your data available for collection, download, or transfer for more than 30 days after the earlier of:

1. the date the export is first made available to you; and
2. the termination or expiry of the affected Services.

19.6 No Guarantee of Migration Success

We do not guarantee the completeness, usability, or successful import of any migrated or exported data, except to the extent expressly agreed in writing.

20. Data Retention and Deletion

20.1 Retention Period

Following termination or expiry of the affected Services, we may retain your data for up to 30 days unless a different retention period is stated in the applicable Service Schedule or required by law.

20.2 Deletion Rights

After the retention period, we may permanently delete your data from production systems and backups in the ordinary course of business without further notice.

20.3 Residual Backup Copies

Residual copies of your data may remain in backup or archival systems until overwritten or deleted in the ordinary course of business. Any retained copies will remain subject to the applicable confidentiality and security provisions of this Agreement and, where applicable, the Data Processing Agreement.

20.4 Customer Extraction Responsibility

You are solely responsible for extracting and preserving your data before termination, expiry, or deletion.

20.5 Stale Customer Data Purge

Without limiting Clauses 20.1 to 20.4, we may permanently delete or anonymise customer account information, customer content, support records, portal records, billing records, and other associated customer data that is no longer required for active service provision, legal compliance, dispute management, fraud prevention, tax, accounting, audit, or enforcement purposes, where the relevant customer account has been inactive, expired, or terminated for a continuous period of at least 4 years.

21. Force Majeure

21.1 Force Majeure

We will not be liable for any delay, interruption, or failure to perform our obligations to the extent caused by an event beyond our reasonable control, including acts of God, flood, fire, power failure, utility failure, internet failure, telecommunications failure, denial-of-service attack, war, terrorism, civil disorder, labour dispute, epidemic, pandemic, governmental action, Cyber Security Incident affecting third-party dependencies, or failure of third-party suppliers.

22. Notices

22.1 Method of Notice

Any notice given under or in connection with this Agreement must be in writing and sent:

1. by email to the recipient's notice email address specified in the applicable Service Schedule, order form, account record, Security Contact details, or Customer Portal;
2. by pre-paid first-class post or other next working day delivery service to the recipient's registered office or principal place of business; or
3. in the case of operational notices only, through the Customer Portal or support ticket system specified by us from time to time.

22.2 Deemed Receipt

A notice is deemed received:

1. if sent by email, at 9.00 a.m. on the next Business Day after transmission, provided that no delivery failure notice is received by the sender;
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 a.m. on the second Business Day after posting; and
3. if delivered through the Customer Portal or support ticket system as an operational notice, at the time it is posted to the relevant account.

22.3 Business Day

In this Clause 22, Business Day means a day other than a Saturday, Sunday, or public holiday in England.

22.4 Excluded Service Methods

This Clause 22 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

22.5 Legal Notices Not by Ticket Alone

Notices relating to termination, alleged breach, formal dispute, assignment, change of control, or other legal claim must not be given solely through a support ticket unless we expressly agree otherwise in writing.

22.6 Contact Details

Each party must keep its contact, notice, and Security Contact details current in the Customer Portal and remains responsible for any failure to receive notices caused by its failure to do so.

23. General

23.1 Changes to this Agreement

We may amend this Agreement from time to time.

1. We may make non-material changes, including changes to reflect operational processes, security measures, resilience measures, support procedures, contact details, supplier changes, legal or regulatory requirements, or improvements that do not materially reduce the overall functionality of the Services, by giving you reasonable prior notice, which may be given by email, Customer Portal notification, or posting an updated version on our website or Customer Portal.
2. We may make material changes to this Agreement, including changes that materially affect your rights or obligations, by giving you at least 30 days' prior notice.
3. Any amended version of this Agreement will take effect:
   1. for new Services, on the date you order, renew, or continue those Services after the amendment takes effect; and
   2. for existing recurring Services, on the earlier of the next renewal date and the date stated in our notice, subject to paragraph (d).
4. If a change under paragraph (b) materially and adversely affects you and you do not agree to it, you may terminate the affected recurring Service by giving written notice before the change takes effect. In that case, the affected Service will terminate on the day before the change would otherwise take effect, and you will not be charged any early termination fee solely as a result of that termination.
5. Your continued use of the affected Services after the relevant amendment takes effect constitutes acceptance of the amended Agreement.

Changes to the Data Processing Agreement may be made and notified in the same manner as changes to this Agreement, and references in this Clause 23.1 to this Agreement include the Data Processing Agreement where applicable.

23.2 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

23.3 No Waiver

A failure or delay by either party to exercise any right or remedy does not waive that right or remedy.

23.4 Assignment by Customer

You may not assign, transfer, charge, or otherwise deal with this Agreement or any rights under it without our prior written consent.

23.5 Assignment by Provider

We may assign or transfer this Agreement to any affiliate or as part of a business reorganisation, merger, acquisition, or sale of assets, provided that such transfer does not materially reduce the level of service to you.

23.6 Entire Agreement

This Agreement, together with each applicable Service Schedule and, where applicable, the Data Processing Agreement, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, proposals, and understandings relating to that subject matter.

23.7 No Partnership or Agency

Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the parties.

23.8 Third-Party Rights

A person who is not a party to this Agreement will have no right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

23.9 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.

23.10 Jurisdiction

The courts of England and Wales will have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.