The Proposal will contain:
The proposal dxw digital provides will represent our best understanding of the hosting requirements that you have, at the time it was written. By accepting our proposal, you indicate that you:
dxw digital will provide the following as part of this contract:
If your proposal specifies that the website we host will be Managed Plus, dxw digital will also provide the following services as part of this contract, in addition to the services specified in clause 4.1 and 4.2:
Monitoring of production logs and metrics for issues of concern, including but not limited to those which may be indicators of compromise;
Unless otherwise agreed in writing, dxw digital will not, under this contract, provide any service not specified in clause 4.1, 4.2 or 4.3, including but not limited to:
Our service must only be used in accordance with its Acceptable Usage Policy, which forms part of this agreement.
You agree that occasional unavailability of your website is not something that can reasonably be avoided.
Nonetheless, dxw digital will make every reasonable effort to ensure that your website is accessible over the internet 100% of the time, excluding periods of planned maintenance.
If despite dxw digital’s reasonable efforts your website is unavailable outside of a planned maintenance period, dxw digital will on request refund or waive the infrastructure fees for any period of unavailability longer than one hour.
Clause 5.3 shall not apply if the unavailability is a result of events that are beyond dxw digital’s control.
From time to time, we may need to make your website unavailable in order to carry out essential maintenance. dxw digital will make every reasonable effort to give you as much notice as possible when planned unavailability will occur, and will complete such work outside the hours of 10:00-18:00 Monday-Friday whenever it is reasonably possible.
dxw digital may at any time make changes to without giving notice. We will inform you as soon as is practical of any change which may have an impact upon your use of our service.
dxw digital will not make any changes that remove or materially impair the supply of the services described in clauses 4.1, 4.2 and 4.3 of this contract.
Changes made by dxw digital under this clause will normally have no detectable effect on the operation of your website. If you make a reasonable request to us to fix a problem with the operation of your website that has arisen out of any change we have made to the container hosting platform, we will make reasonable efforts to fix the reported problem.
At any time, you may create a Support Ticket.
dxw digital will make reasonable efforts to respond to Support Tickets within the period of time specified in our Service Level Agreement.
All contact regarding the services dxw digital provides as part of this contract must be made via Support Tickets.
You understand that any contact you make with us that is not via a Support Ticket may be overlooked or disregarded and that any consequent failure on our part to respond to you or to take or not take some action will not be a breach of this contract.
At any time, you may create an Emergency Support Ticket if you are experiencing a problem that meets the criteria for an emergency as described in the Service Level Agreement.
If you create Emergency Support Tickets in situations which do not meet the criteria for an emergency, dxw digital may withdraw your ability to submit Emergency Support Tickets.
You understand that if you are experiencing an emergency but do not create an Emergency Support Ticket, our response time may be considerably increased and your service may be disrupted for a longer period as a result.
dxw digital’s initial fee for support is calculated from the Time Allowance, which is based on our assessment of your website’s likely support requirements, as stated in the proposal.
dxw digital will track time spent providing the services specified in this contract in sufficient detail to be able to provide an approximation of the time required to service your website in any given month.
In any given month, dxw digital will carry out all of the services provided under this contract with no additional fee, provided that the Time Allowance has not been exceeded.
In any given month, if dxw digital chooses to complete work in excess of the Time Allowance, no additional fee will be payable. Any such work is completed at dxw digital’s absolute discretion and the fact that dxw digital does so on one occasion will not imply that dxw digital will do so on subsequent occasions.
In any given month, if dxw digital chooses not to complete work in excess of the Time Allowance, we may notify you, and, subject to our availability, will complete that work if dxw digital’s fees for the additional work are paid. dxw digital will not charge a fee for any such work without your authorisation.
The Time Allowance may be varied by agreement, and with a corresponding change to dxw digital’s fees.
dxw digital will not ordinarily agree to a reduction in the Time Allowance if to do so would impede our ability to provide services under this agreement to a professional standard.
If your Time Allowance is regularly exceeded, or almost exceeded, dxw digital may notify you that this is the case, and request that the Time Allowance be increased.
If you do not agree to increase the Time Allowance, dxw digital may require you to reduce the workload that your website generates; for example, by submitting fewer Support Tickets or carrying out remedial development work at your own cost.
The Time Allowance is calculated per month. Unused time is not carried over and may not be used in any subsequent month.
dxw digital may, for a fee, be able to advise you on alternative approaches to managing your website that could reduce your operational costs.
The Time Allowance will have no bearing on dxw digital’s provision of the services detailed in clauses 4.1.1, 4.1.2 and 4.1.3.
dxw digital may suspend the services provided as part of this agreement if:
In the event that the services are suspended, dxw digital will replace your website with a message stating that your website is down for maintenance.
In any event, dxw digital’s total liability under this agreement is limited to the lesser of:
dxw digital will generally not keep the details of your website confidential, including by not limited to:
However, dxw digital do regard the following as confidential:
Except as provided for in clause 16, nothing in this agreement is intended to transfer any intellectual property right.
To the extent that it is able (either through ownership or because it is licensed under a licence that permits sublicensing) dxw digital licenses all intellectual property rights in this service to you for the sole purpose of carrying out this agreement, and only to the extent necessary for you to carry out this agreement.
To the extent that it is not able to give the licence in clause 15.2 above, dxw digital has taken reasonable steps to check that all intellectual property rights owned by third parties on our container hosting platform permit dxw digital and you to enter into this agreement and for you to operate your website through our container hosting platform as envisaged under this agreement.
If, under this agreement, we create works, such as computer programs and documentation, dxw digital retains all Intellectual Property rights in the works, and licences their use to you per clause 15.2 above.
To the extent that you are able, you grant us a sufficient licence over any material you supply to us to allow us to host your website on the service for the duration of this agreement.
To the extent that you are unable to grant the licence under clause 16.1 above, you shall take all reasonable steps to ensure that any material supplied to us that is affected by third party intellectual property rights, may be used as part of the operation of your website under this agreement.
dxw digital may place links or representative screenshots of your service along with your name or logo on a dxw digital website or within other promotional material. To the extent that these materials are owned by you, you agree to grant us a perpetual, irrevocable, non-exclusive, royalty-free licence that authorises this use.
dxw digital’s fees for infrastructure, as specified in your proposal, will be calculated every calendar month based on your Service Usage and billed in arrears.
dxw digital’s fees for support will be billed each month in arrears.
Invoices are payable within 14 days.
dxw digital may charge interest on overdue invoices at 5% over the Barclay’s Bank base rate.
You shall make payment by BACS transfer or (if agreed in advance with dxw digital) credit or debit card. dxw digital does not accept cheques.
Credit and debit card payments are subject to a 2.5% fee.
dxw digital issues invoices by email. If you require a paper invoice to be issued, dxw digital may charge an additional fee.
VAT (where applicable) is payable on, and in addition to, all sums due under this agreement.
Either party may terminate this contract at any time by giving 30 days’ notice in writing.
dxw digital may terminate this contract without notice if you are in material breach.
At the end of this contract, dxw digital will issue a final invoice for your usage of the container hosting platform up to the date of termination, which you shall pay.
In the event that the Proposal includes a service which takes place less frequently than monthly but whose cost is apportioned per month:
Upon agreeing to these terms, dxw digital will become a data processor for your WordPress website. This agreement is a Data Processing Agreement for that service. This means that dxw digital will;
dxw digital may vary these terms at any time upon giving you prior written notice.
If any proposed change in these terms puts you at a material disadvantage you may send us a written objection, in which case, the change will not be binding on you.
Any such written objection must be sent within 14 days of the the notice dxw digital sends you.
This clause does not apply if it would violate the terms of a framework agreement of which this agreement forms a part.