Terms and Conditions
General Terms and Conditions
- These conditions shall apply to the supply of products/provision of services for all contracts between Paragon IT Ltd hereinafter referred to as the supplier and the business receiving the goods/services shall be referred to as the client.
- Client is responsible for providing text, Images and any other content as required.
- Fees and/or payment of expenses, where applicable, will be paid by the client in pound sterling.
- 50% of the project cost will be payable in advance at the start of the project, with the balance due on completion or two months after the project start date, whichever is the soonest, unless otherwise agreed in writing.
- Any deposits paid are non-refundable.
- For estimated development work, hours will be billed weekly and invoices rasied will be due within 14 calendar days.
- Development tasks provided by the client over phone/skype/email will be worked on as soon as possible and we will endevour to provide estimates for tasks greater than 8 hours only.
- The supplier does not accept liability for loss of turnover, sales, revenue, profits or indirect consequential or special loss under any circumstances.
- The acceptance of a payment shall be deemed as a contractual agreement between the client and the supplier.
- The supplier makes every effort to design webpages which display acceptably in the most popular current browsers, but cannot accept responsibility for webpages which do not display acceptably in new versions of browsers released after webpages have already been designed.
- The supplier does not undertake to market a client as part of a design project unless specifically contracted to do so.
- The supplier does not maintain or update a client's project. If a client wishes the supplier to maintain or update a project, the supplier will arrange with the client a maintenance quote appropriate to the amount of work required.
- The price quoted is based on the information supplied at the project commencement. Any additional work not specified at this time will be quoted and charged for separately, after agreeing terms with the client in advance. All prices quoted will be honoured for 30 days.
- There is a small tolerance built into our quotations, however if workload dramatically increases, because of client changes, additional charges will be made.
- If a project takes longer than 3 months to complete because of client delays; any outstanding balance is to be settled and the project will be archived and will have to be started again once any balance is settled.
- Timescales quoted are valid only at the time of issue; work is scheduled on a first come first serve basis upon receipt of deposit.
- There is no limit, unless otherwise stated, on contact time, including meetings, e-mail and telephone calls. If the supplier needs to travel to your premises on more than two occasions for a specific project then additional expenses will be charged. This includes, but not exclusively, general Internet orientation education, marketing strategy, web design consultation, and helping clients learn to use their web page editor. Additional education and consultation is at our hourly rate.
- When quoting for projects, we assume pages will contain simple text and images that are supplied, unless otherwise stated. It is the responsibility of the client to supply all content (text, images, etc.) in a digital format to the supplier within the timescales specified during the project. Two revisions of content are allowed; time required to make changes to client-submitted text after this will be additional, billed at the hourly rate.
- All legal compliance issues are also the responsibility of the client and the supplier will not accept responsibility for non-compliance. If the client is in any doubt the supplier suggests they seek legal advice.
- If the client does not supply the supplier complete content for all web pages within 6 weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete content within 2 months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the project is completed.
- The supplier assumes that the copyright for any content or resources used for the project belongs to the client. The supplier takes no responsibility or standing with any copyright disputes between the client and any other party.
- The supplier retains copyright for the all aspects of the project excluding content until payment has been made in full. Once paid for in full, the customer has the copyright on the design, content and resources used in the public facing part of the project. Everything else (i.e. the administration modules) remains the copyright of The supplier; the client is granted a licence to use this software. Some parts of the public facing project may use third party components licensed to the supplier, in this instance the customer would not be entitled to have copyright of these areas.
- The supplier uses a third party company to provide our technical hosting infrastructure to industry standard levels and the supplier provides a managed service between all parties.
- All services are renewed as and when required at different times throughout the year and the client will be billed once annually, hence 3 months’ notice of cancellation is required or a £30 cancellation fee will be charged.
- Clients found to be sending SPAM email may have their accounts suspended and alternative email systems will need to be found by the client.
- New projects, will be scheduled to commence within 2 weeks from being signed-off, which may include the need for a deposit. Timescales quoted are dependent on the requested content being supplied on time.
- Upgrades to existing projects vary in time scales depending on the work required; a minimum of 2 working days is required from the sign off of the project, although the work will always be scheduled as soon as possible to commence.
- Our working hours are Monday to Friday, 9 am to 5 pm. The business will be closed for national bank holidays.
- The Equality Act 2010 includes websites open to the public. This means that the supplier is required to take all reasonable steps to ensure that the websites the supplier produces are accessible by users with disabilities. The supplier develop to the WCAG Priority 1 (A) guidelines as a minimum to ensure this is met. The exclusion to this is if a customer introduces inaccessible content to the website. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the supplier from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.
- There is a minimum charge of £25, our standard hourly rate is £40, and our daily rate is £300.
- Web hosting is on a rolling 12 month contract and 3 months notice of cancellation is required.
- Payment is to be made as per the agreed schedule at project initiation. If payment is not made, services will be suspended until payment has been made and cleared in full. Suspending services may result in your project being disabled and not available to the public, or items being withheld. Payment can be accepted via BACS or credit/debit card.
- All outstanding payments must be received and cleared in full before a project can be completed.
- Maintenance and support packages are on a monthly rolling basis.
- Search engine optimisation results are estimated at the outset of the project and as such we cannot guarantee 1st page results on google or other search engines.
- Any forecast or estimates made by the supplier for the project and the results attainable are given in good faith, having regard to the information made available by the client and represents the supplier’s interpretation of the client’s instructions. Any such estimates and any confirmation or variance from them in subsequent reports and correspondence shall not be taken in any respect and an undertaken, warranty or contractual condition.
Abandoned Goods Policy
Paragon Consultants (Paragon IT Ltd) strives to offer customers the best service possible by making considerable efforts and investments in our Policies, Procedures and Processes to improve our Management Systems and our customers’ experience. Abandoned customer goods, from this point referred to as “Abandoned Products”, have become an increasing problem for Paragon Consultants, and one that cannot be tolerated by a lean service and process-driven organisation. As a result, we have implemented this “Abandoned Product” Policy to highlight the steps we will take should customer product be abandoned at our office.
Our “Abandoned Product” Policy means if a customer’s product e.g. a laptop, is brought to one of our Workshops for repair, and is “abandoned” by the customer for a period of 90 days (from the date we received the item), Paragon Consultants will recycle, or otherwise dispose of or sell the item as a loss recovery measure, to recover the cost of repairs carried out and labour time already spent on the equipment, etc.
“Abandoned” in this instance means that Paragon Consultants will make "every reasonable best effort" to contact the customer by telephone, letter and email (where such methods of contact are available) during the 90 day period, and if after this time, we have received no response from the customer regarding the item we will implement this “Abandoned Product” Policy and Procedure. Adequate information regarding this Policy will be made available for our customers and a copy can be viewed or requested at any time.
Under the Torts (Interference with Goods) Act 1977, customers who leave goods with Paragon Consultants for repair are under obligation to collect them, and we are entitled to dispose of/sell the goods if they remain uncollected and are not otherwise the subject of a dispute.
Paragon Consultants’s main objective of disposing/selling “Abandoned Product” is to recover the costs incurred by the Company (such as labour, materials, advertising costs for the sale, storage costs, etc.). After Company costs have been recovered, if there is any amount remaining, this will be sent to the previous owner of the goods. If for any reason Paragon Consultants cannot contact the previous owner, the funds from the sale will be held for a period of six years, after which time the previous owner will be statute barred from suing for any proceeds from the sale, and the Act is not retrospective.
This Policy has been created and implemented to ensure clear lines of communication with our customers, and we appreciate their understanding and co-operation in this matter. Further information, advice and guidance can be sought from Citizens’ Advice Bureau (CAB).
Website Hosting Terms and Conditions
1. APPLICATION OF TERMS
1.2. The TOS, together with your Order, represent the entire Agreement relating to the Services and supersedes any other agreement previously established between you and Paragon. Sending an Order to Paragon constitutes acceptance by you of these TOS.
1.3. In addition to these TOS, all registrations of domain names are subject to the terms and conditions set out in our Domain Name Agreement, an integral part of these TOS. The Domain Name Agreement incorporates by reference the terms and conditions of the respective Registrar, its rules and regulations.
1.4. In these TOS we mention certain legal rights you have, if you are a Consumer. These TOS do not affect or change these legal rights.
2. ORDER. ACCEPTANCE OF ORDER BY PARAGON
2.1. In these TOS the method you use to choose which Service(s) to purchase or renew is referred to as an “Order.” You acknowledge and agree that all conversations with our customer support team shall be recorded and records of such conversations shall be treated as an Order for purchase or renewal of the respective Service(s).
2.2. Your Order will be deemed to be an offer by you to purchase the for Service(s) from us subject to these TOS No Order shall be deemed to be accepted by Paragon until we send you an email notification of our acceptance of the Order.
2.3. The date on which Paragon will provide notice of acceptance of the Order, shall be considered as the Effective Date of this Agreement. The Term of the Service(s) will commence as of the Effective Date. Upon expiry of the Term it can be renewed as described in our Renewal Policy.
2.4. You must be at least eighteen (18) years of age at the time you place your Order. By submission of an Order you declare that you are eighteen (18) years old or older and have the legal capacity to enter into an agreement with Paragon.
2.5. If you place an Order on behalf of a legal entity, you represent and warrant that you have the legal authority to bind such legal entity to these TOS, in which case the terms "you" or "your" shall refer to such legal entity. In the event that Paragon establishes that you do not have the legal authority to bind such legal entity, you will be personally liable for the obligations under these TOS.
2.6. By placing an Order to purchase our Services you declare that there is no other restriction to enter into an agreement with Paragon and you are not subject to trade sanctions, embargoes, and other restrictions.
2.7. You understand and agree that all Orders may be subject to automated compliance checks to determine if they meet our financial, security and other reasonable criteria (Fraud Screen). If your Order is flagged for review by any of these checks, it may require our manual review and approval. For such reason, we might ask you for additional information before we can approve and accept your Order. We will use commercially reasonable efforts to review such Orders in a timely manner, but we are not liable for any delays.
2.9. Orders that fail our Fraud Screen will not be approved and Service(s) will not be provided. In case an Order fails to pass the Fraud Screen, you will receive formal notice that your Order has been cancelled. We are unable to provide additional information about the reasons a particular Order fails to pass the Fraud Screen. In case your Order is cancelled and Service(s) are not activated, Paragon will reimburse you for all pre-paid fees within seven (7) working days as of the date of Paragon’s formal notice to you that your Order was cancelled. We have no liability for payment of any indemnification, compensation for damage or claims related to the Orders not approved because they have failed our Fraud Screen. No interest or other charges will accrue on the advance paid amounts.
3. PERSONAL DATA. DATA PROCESSING AGREEMENT
4.1. For the purposes of these TOS "Service" or "Services" means any and all services provided by Paragon under these TOS including, without limitation, any of our subscription plans for hosting services, additional features, website migration services, domain name registration services, support services, third-party products and services, any any other services which may be provided from time to time as set out on the portion of our website describing the individual Service (Product Pages).
4.2. The Services will be provided to you as configured for our standard customer. We might modify, update or upgrade the Services and/or add, remove or modify any software, functionality or configuration installed on or used by the Services at any time with or without prior notice. You will bear ultimate responsibility to ensure that the Services are configured to meet your operational, privacy and security needs. Your hardware, software as well as any other items you deem necessary to use the Services shall be compatible with the Services. We will not be obliged to modify the Services to accommodate your use.
4.3. To the maximum extent applicable under national law and without affecting your rights as a Consumer, the Services will be provided on “as-is basis”. The hardware configurations may vary. Paragon may replace your host server hardware, transfer it from one datacenter to another, transfer your account to another server, including to servers in another datacenter or geographic location, or modify certain software configurations when deemed necessary by Paragon in order to ensure the quality and security of the Services.
4.4. The proprietary and third-party software we offer as part of the Service(s) will be provided as-is and will be subject to availability and all warranty disclaimers and limitations of liability set out herein. Such software may have terms and conditions that are in addition to those set out in these TOS. You must agree to those terms to use the software. If you fail to do so, you will not be able to use the Service(s). Terms and conditions concerning the above mentioned third party software are incorporated by reference and links to any such terms and conditions are available in an appendix to these TOS.
4.5. We may assign an Internet Protocol ("IP") address for your use. You shall have no right to use that IP address except as permitted by Paragon in our sole discretion in connection with the use of our Service(s). We shall retain ownership of all IP addresses assigned to you by Paragon. We reserve the right to change or remove any and all such IP addresses in our sole discretion. You acknowledge and agree that shared IP addresses assigned to you by Paragon shall be used by other customers as well.
4.6. We provide certain Services designed to filter unwanted email. Depending on the Services set out in your Order, email filtering may be activated by default; in other cases, it may be available as an additional paid Service. Email filtering will likely result in the capture of some legitimate email and the failure to capture some unwanted email that may contain spam, phishing scams and viruses. We recommend that you implement additional levels of protection. Email that is captured by our filtering system is not subject to our SLA.
5. SERVICE LEVEL AGREEMENT (SLA)
5.1. Paragon's Service Level Agreement sets out the performance you can expect from us. To the maximum extent applicable under national law and without affecting your rights as a Consumer, this SLA is your sole and exclusive remedy for downtime, or any network, software, hardware or Equipment failure.
5.2. We guarantee network uptime 99.9% on an annual base.
5.3. The following events do not count towards our calculation of uptime:
- Scheduled maintenance;
- Emergency maintenance, hardware and software failure remedied under 1 hour;
- Downtime caused by DNS and/or IP address changes for which you have been notified, but you failed to set your configuration;
- Distributed denial of service (DDOS) attacks, hacker attacks, and other similar events;
- Downtime caused by you, your own configuration, or third-party applications you use;
- Downtime caused when you reach the maximum resources allocation for your plan;
- Downtime caused by your violation of these TOS or any other policy announced on our website;
Downtime during upgrade/downgrade of your Cloud or Dedicated Server resources;
- Downtime during processing of your technical support request(s); or
- Force majeure or any event beyond our control.
5.4. Our calculation of network availability is based on our internal records. We will not accept third-party reports as evidence that you are entitled to a compensation under this SLA.
6. FEES AND PAYMENT
6.1. You are responsible for the payment of the fee(s) set out on the Order, in the currency specified on the Order (Fees). All fees must be paid in advance for the entire term or renewal term set out on the Order.
6.2. The current fee(s) and payment method(s) are listed on our website. Unless a specific agreement for use of the Service(s) exists between Paragon and you, you acknowledge and agree to pay the fee for the respective Service(s) indicated on our website at the time you submit your Order. Paragon reserves the right to change the fees at any time without notification. Changes in fees shall be effective immediately and will apply for you as of your next purchase or renewal.
6.3. All Fees listed on our website are inclusive of applicable taxes, unless explicitly stated otherwise.
6.4. Time for payment is of the essence. Customer’s account(s) will not be activated or renewed until all outstanding fees are paid to Paragon. Domain name registration fees must be paid in full before your domain name registration will be processed.
6.5. In the course of the order process, in case of payment by card, you will be asked to provide your card information, which will be verified. By submitting an Order you authorize Paragon to verify your card and charge it for the total amount of your Order. If the issuer of your payment method refuses to authorize the transaction to Paragon, we will not be liable for non-provisioning the Service(s).
6.6. In case of payment via PayPal or a similar online payment provider, immediately after submitting your Order you will be directed to the web page of the payment provider, where you will authorise the payment. You acknowledge and agree that the processing of payments will be subject to the terms, conditions and privacy policies of the respective payment processors in addition to this Agreement. Once the transaction is completed, you will be redirected to our website.
6.7. You acknowledge and agree that your payment details shall be stored by our payment providers to process payment for any Paragon Service(s) you purchase or renew.
6.8. Our obligation to provide the Service(s) depends on your payment of the Fees. It is your responsibility to ensure that we receive timely payment of the Fees.
6.9. You confirm that any payment method you use and/or add on file is yours or that you have been specifically authorised by the owner of the card to use it for the purchase.
6.10. In case of delay in payment of any fees(s) due, for whatever reason, we may continue to attempt to collect payment from the payment method on file, suspend, and/or terminate your Services and pursue the collection costs incurred by Paragon, including without limitation, any court and legal fees and Paragon's reasonable solicitor' fees. We are not responsible for any deleted or lost Customer Content that results from any suspension or termination of the Service(s).
6.11. You acknowledge and agree that if your card issuer supports Recurring Billing Programs or Account Updater Services, we may participate in such programs or services. As part of these programs, your card issuer will send our payment processors updated information for your payment method(s) on file and we may automatically charge your new card without prior notification. Participation in such programs does not guarantee that we will receive payment of the fees. It is your responsibility to pay all fees due.
6.12. Certain Service(s) may be available to you for free. Such Service(s) may only be used by you during your current Term and may not be transferred to other Hosting Accounts or to third-parties. Upon Termination of your Agreement such Service(s) will also be terminated.
6.13. Invoices are due immediately upon receipt. Paragon reserves the right to suspend and/ or terminate the Services until payment is made.
6.14. By accepting these TOS, you hereby authorise Paragon to send you invoices electronically at the email address originally specified. If you would like to receive a paper invoice, please contact us.
6.15. Should the Services be suspended due to your fault for any reason, Fees will continue to accrue until the termination or expiry of the term of this Agreement.
6.16. If you believe there is an error on your invoice, you must immediately contact us in writing. We each agree to work together in good faith to resolve any billing disputes. If you contact your credit card company and initiate a "chargeback" based on this dispute, we may suspend the Service(s) until the dispute is resolved. To reactivate your Service(s), you must first pay all outstanding Fees.
6.17. Refund requests are processed as set out in our Money Back Policy. We will apply any refund using the same means of payment as you used for the initial transaction, unless we have expressly agreed otherwise. Paragon is not responsible for delays to refunds caused by processing institutions or expiration of the original payment method.
6.18. With your prior consent we may process a refund as credit added to your Customer Account to be used for future purchases and/or renewals of our Service(s). This credit can be reimbursed upon your explicit request.
7. RENEWAL POLICY
7.1. All our Services are by default set to renew automatically.
7.2. If we cannot process a renewal at the scheduled date, we may make additional attempts to charge your payment method(s) until you renew the Service(s) or terminate the Agreement. We will always charge for renewal the primary payment method on file first. We are not responsible for the operation of the Service(s), if Services are suspended/terminated because your payment methods have expired or are no longer valid for any reason.
7.3. You acknowledge and agree that even if a Service is set to renew automatically and/or you have an active payment method on file, we might not be able to renew the Services. It is your responsibility to ensure that you have paid the fees and a renewal has been processed.
7.4. You acknowledge and agree the Service(s) shall be terminated upon expiry of the term, unless you activate the automatic renewal option or manually renew the term of the Service(s). You agree that Paragon shall not bear any responsibility and liability for any damages whatsoever including, but not limited to, damages for lost profits, cost savings, revenue, business, data or use, or any other pecuniary loss by you or any other third party, if we are unable to charge your payment method on file or you fail to renew the Services manually.
8. CANCELLATION POLICY
8.1. If you no longer need a Service you have purchased or are unsatisfied with its performance, 3 months’ notice must be given in writing.
8.2. All hosting services are tailor-made to you. These include Domain name registrations, cloud vps, Dedicated Server Services, SSL certificates, Paid support services, including Backup Creation and Backup Restore, and third-party Services. In any case, domain name fees are not refundable and may be due upon cancellation even if waived initially as part of a special promotion.
8.3. To the maximum extent applicable under national law and without affecting your rights as a Consumer, the Money Back Policy is your sole and exclusive remedy should you decide to withdraw from this Agreement.
9. UPGRADE/DOWNGRADE OF SERVICES
9.1. You can choose to upgrade or downgrade the Hosting Services at any time.
9.1. All available Upgrade options are listed in your User Area and are subject to the fees set out on the respective Product Pages (Upgrade Fee). Upon upgrade to a Shared Hosting Service, the Upgrade Fee covers the difference in fees between the two plans. Upon upgrade to a Cloud or Dedicated Hosting Service you will have to select a new Term and any pre-paid amounts remaining from your previous Service will be prorated and applied as an extension to your new Term.
9.2. You can choose to upgrade the usage for your Cloud Services by purchasing additional resources or by activating the auto-scaling feature. Whenever an event occurs, the additional resources you selected will be automatically applied to your Cloud Service(s) and we will automatically charge you the respective service fees for a Term of one month.
9.3. Resources that are not renewed will be scaled down upon expiration of their Term. Scaling down the RAM of Cloud Services requires reboot of the equipment and results in downtime.
9.4. You can choose to downgrade your Service(s) only if:
- your Service was not previously upgraded from that plan because it had exceeded the parameters of that plan; and
- your Content does not require Server setup different from the standard Server setup. Different Server setup includes, but is not limited to, space size, installation of special PHP or Perl modules, open special ports, different MySQL versions, and/or SSH access.
9.5. You can request a downgrade via email. We may refuse to process your request if your account does not meet the conditions for a downgrade or if in our reasonable opinion the new plan is not suitable for your website. Any additional or free Services that are not included in or are not compatible with the new plan will be terminated. Upon downgrade we will prorate the difference in Fees between the two plans for any full months remaining from your Term, and will apply that as extra time to your new plan. If no full months remain, your Service will keep its current Term.
10. USE OF SERVICES. CUSTOMER RESPONSIBILITY
10.1. You acknowledge and agree that your use of the Service(s) and any Content uploaded, stored, published and displayed on or through the Service(s) are in compliance with these TOS and all applicable laws, including laws of the jurisdiction where the Service or Content is uploaded, hosted, stored, accessed or used. You shall implement any restrictions necessary in order to prohibit use of the Services by any third party or in any jurisdiction, as required to comply with such laws.
10.2. You must ensure that each of your End users complies with these TOS, and to any policies and agreements that are incorporated by reference.
10.3. You may not upload, store, publish and display on or through our Service(s) any personal data, private or any other personally identifying information, images, videos of minors or any third party, without the consent of said party (or a parent's consent in the case of a minor). If you use the Services to upload, store, publish, display or otherwise disclose such information, you acknowledge and agree that you have obtained the prior consent of the said parties.
10.4. You shall not use our Service(s) for hosting websites for high-risk activities where the interruption or malfunction of the Services could lead to serious consequences, including but not limited to personal injury, death, environmental damage, etc. For such websites, you must receive confirmation from us that you can use the Services before submitting your Order. Examples of high risk activities include but are not limited to nuclear facilities, air traffic control, life and health support, etc. Please refer to our Acceptable Use Policy for detailed information on the rules and guidelines for using our Services.
10.5. You are responsible to provide accurate and complete information about you and your organization (if you purchase on behalf of an organisation) and promptly update all provided information. We shall not be liable for any errors or damages caused by any failure from your side to provide complete and accurate information.
10.6. You are responsible for all your activity related to the use of our Service(s) and the activity of any user who has access to your Account and the Services.
10.7. You declare that (i) you have technical knowledge necessary to ensure the proper use, administration, management of our Service(s); (ii) you have sufficient knowledge about administering, designing and operating the functions facilitated by the Services necessary to take advantage of them.
10.8. You acknowledge and agree that if you resell our Services or administer Services on behalf of others, you must ensure that each of your clients and/or End Users complies with these TOS. You understand and agree that you are responsible for all content uploaded, stored or transmitted on or through the Services and any acts or omissions of your clients or End Users that violate these TOS or the law.
10.9. When using the Services, you will ensure that neither you nor any of your End Users make use of the Server resources to Paragon's detriment or that of other Paragon customers.
10.10. You shall indemnify, defend and hold harmless Paragon, and its respective officers, directors, shareholders, employees, agents and representatives against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorneys’ fees and costs, whether or not a lawsuit or other proceeding is filed, that arise directly or indirectly from your or your End Users’ acts or omissions.
10.11. You must obtain all equipment necessary to access and use our Service(s). It is your responsibility to use equipment, software or applications which are compatible with our Service(s). When accessing or using our Services you may not use equipment and/or software which are faulty or with malfunctions that may cause security issues with our servers, damage the integrity of the network and/or vulnerability of the Service(s).
10.12. You are solely responsible for obtaining all intellectual property rights in the intellectual property of others, including, but not limited to, clearances and/or other consents and authorizations necessary to use the names, marks or any content, materials which are used by you on, or transmitted through the Services.
10.13. If you use any third-party software on the Services, you warrant to Paragon that you are duly licensed to use the software, and that the licence grants sufficient rights to Paragon to provide the Services. You agree to provide us with such licence(s) upon request. If you fail to provide reasonable evidence of licensing, Paragon, at our sole discretion, may suspend the Services and/or terminate the Agreement with immediate effect.
10.14. You acknowledge and agree that Paragon may periodically run a series of scripts (audit) on your Service(s) to determine what third-party software is installed on the Service(s) and how many Users have access to each piece of software. You authorize us to disclose the results of such audits to third parties. You shall indemnify Paragon against any costs, claims, losses, damages, liabilities, demands and/or expenses including reasonable legal costs incurred and/or suffered as a result of any failure by you to be properly licensed in respect of use of third-party software.
10.15. You shall provide to Paragon, at your cost, any information, resources or facilities reasonably requested by Paragon for the delivery of the Service(s) and, where necessary, ensure that your employees, contractors and other suppliers cooperate fully and promptly with Paragon to such aim.
10.16. Any instructions supplied by you to Paragon must be complete and accurate and clearly legible. We shall not be liable for any errors caused by any failure from your side to provide complete and accurate information. It’s your obligation to follow our instructions and to cooperate with us for the proper provision of our Services.
10.17. You acknowledge and agree not to make any modification or alteration of any part of our Service(s) or related technologies.
10.18. You acknowledge and agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer or sell any content, software, or services contained on our Site, except where explicitly authorised by us.
10.19. You acknowledge and agree that any information, articles, tutorials, guidelines or technical support advice may be provided by us only for your convenience and do not constitute official statements.
10.20. You are responsible to make backup copies of all your content uploaded, stored, published and displayed on or through our Service(s) in a location independent of ours, and will not use our Backup Services as your sole backup.
11. USER CONTENT. MONITORING OF USER CONTENT
11.1. You may upload, store, publish, display and disclose information, text, files, emails, images, designs, graphics, photos, videos, sounds, software and other content on or through the Services ("User Content"). User Content includes any content posted by you or by users of any of your websites hosted through the Services ("User Websites"). You are solely responsible for any and all User Content and any transactions or other activities conducted on or through User Websites. By posting or disclosing User Content on or through the Services, you represent and warrant to Paragon that (i) you have all necessary rights to display and disclose such content, and (ii) your posting or disclosure of User Content does not violate the rights of Paragon or any third party.
11.2. Solely for purposes of providing our Services, you hereby grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable right and license to: (i) use, modify, publicly perform, publicly display, reproduce, excerpt (in whole or in part), publish, distribute User Content, including to make back-up copies of User Content and User Websites without any payment. Except for the rights expressly granted herein, Paragon does not acquire any right, title or interest in or to the User Content, all of which shall remain solely with you.
11.3. Paragon shall not exercise control over and accepts no responsibility for User Content or any other information passing through our Services. Paragon may monitor User Content, but is under no obligation to do so. If you or your End Users post or publish any material in violation of these TOS, or otherwise violate these TOS, in order to resolve the issue Paragon reserves the right to review your Content and immediately take any corrective action, including without limitation removal of part or all of the User Content or User Websites, suspension or termination of any and all Services with no refund. You hereby agree that Paragon shall have no liability due to or arising out of any corrective action that Paragon may undertake.
12. TECHNICAL SUPPORT
12.1. Technical support services:
12.1.1. We provide technical support for issues related to functionality of any Service(s) and features purchased from us. Our technical support is available for all customers and is provided on an as-is, as available basis.
12.1.2. We aim to deliver support in a fast and efficient manner, however, we cannot guarantee that all inquiries will be handled within the statistical averages advertised on our site.
12.1.3. You may request technical support through e-mail. Technical support will be provided via e-mail. Depending on the issue, we may not be able to provide assistance over all communication channels, but will recommend one or two where support can be delivered.
12.1.4. If you request technical support, you agree that we may have full access to your Services and/or Content. It is your obligation to perform and store a backup of your data and files prior to requesting technical support. You are solely responsible for any instructions you provide to us as part of your technical support request. You understand and agree that any modifications we perform in order to address your technical support issue may affect the functionality of your website and/or Services. It is your responsibility to ensure that your website is operational and the Services are configured to your needs once we complete work on your request.
12.1.5. If your request for technical support exceeds that of similarly situated customers or is outside the scope of our free technical support, we reserve the right to deny service related to such request.
12.1.6. To the maximum extent applicable under national law and without affecting your rights as a Consumer, all technical support is provided as-is and is subject to the disclaimers of warranties and limitation of liability set out in these TOS. While we use reasonable efforts to provide technical support in a timely and professional manner, we cannot guarantee the result you expect or that an issue might not occur again. We retain the right not to process your technical support request(s), if: (i) you violate these TOS; (ii) you are abusive towards our employees or subcontractors; (iii) the need for Technical Support Services is due to any modification or attempted modification of the Services made by you or any third party outside of Paragon’s control, or your failure or refusal to implement changes recommended by Paragon. We may refuse to perform any request that requires changes not compatible with the Services or not related to them or that might create a security risk or deteriorate their performance.
13. BACKUP SERVICES
13.1. You acknowledge and agree that it is your responsibility to regularly backup all your Content in order to prevent potential data loss. We will use good faith efforts to backup data stored on your Hosting account. We will not backup data on Dedicated Server accounts unless you order a Daily Backup Service. We will not backup files holding temporary or transient data which cannot be restored in a useful state.
13.2. You agree that you will keep independent backup copies of your Content in addition to those we maintain. If you purchase Backup Services from us, you acknowledge and agree that due to technical reasons a backup copy may not be available for restore upon your request. Examples of technical reasons include but are not limited to excessive number of files in the backup, backup software failure, storage failure or corrupted backup files.
13.3. We keep a limited number of backup copies of your account. If you upgrade/downgrade the Services, we may delete old backup copies created on your previous plan and start new Daily Backups of your data.
13.4. If you order Daily Backup services for your Dedicated Server account, you subscribe for a certain backup space size. In the event that your backup space exceeds that size, we will continue to make full backup of your account and will charge you for the extra usage on your next billing date.
13.5. You agree to notify us by email in case the Backup Service malfunctions and allow us reasonable time to resolve the issue. In the event that you are not satisfied with the outcome of any Backup Restore, it shall be your obligation to restore your files and data from your own backup. If we provide data to you from a backup, it will be provided as raw data, and you may be required to reformat that data so that it reflects a prior configuration or use. If you purchase Backup Services from us, our only obligation is to restore your data from a backup copy.
13.6. To the maximum extent applicable under national law and without affecting your rights as a Consumer, our Backup Services are provided “as-is” and are subject to all limitations of liability set out in these TOS.
14. PARAGON CONTENT. INTELLECTUAL PROPERTY RIGHTS
14.1. Paragon retains ownership of all intellectual property rights related to the provisioning of the Service(s). Paragon grants to you a non-exclusive, non-transferable limited license to access and use the Service(s) during the Term or any Renewal Term. All trademarks, product names, services, software, script, source code, content, photos, graphics, videos on our website, logos or slogans (“Paragon’s content”) used by Paragon are owned by or licensed to Paragon. You acknowledge and agree not to modify, copy, reproduce, download, transmit, distribute, sell, license, publish, broadcast, create derivative works from, or store Paragon’s content for purposes other than using our Services, without our express prior written consent.
Unless otherwise set out in these TOS, you own all right, title and interest to the information you place on our servers pursuant to the Services. If you submit feedback to us concerning your idea and suggestions related to the Services, we shall have the right to use that information to improve our business processes. You have no right to any intellectual property that is based on an improvement to our business based on this feedback.
15. THIRD PARTY LINKS
15.1. Our site and Services may contain link(s) to other websites operated by or with content provided by third parties. You understand and agree that Paragon has no control over any such third-party websites or their content and will have no liability arising out of or related to your use of any third-party websites or their content. Paragon shall not bear any responsibility for any legal documents (agreements, terms and conditions, policies and etc), content and practice of any third-party websites. The existence of any third-party links does not constitute endorsement of such websites, their content, or their operators. Paragon includes these links only for your convenience.
15.2. You acknowledge and agree that third-party links on our website may contain affiliate tracking and Paragon may collect a share of sales or other compensation from such links.
To the maximum extent allowed by applicable law and without affecting your rights as a Consumer, you acknowledge and agree that the Services are provided by Paragon as-is and you assume all risks and liabilities arising from or relating to your use of and reliance upon the Services, and that Paragon makes no representation or warranty with respect thereto. Paragon hereby expressly disclaims all representations, warranties and conditions regarding the Services, whether express or implied, including any representation or warranty in regard to quality, performance, non-infringement, commercial utility, merchantability or fitness of the services for a particular purpose. In addition, Paragon expressly disclaims any express or implied obligation or warranty of the Services, that could be construed to require Paragon to provide Services in such a manner to allow the Customer to comply with any law, regulation, rule or court order applicable to the actions or functions of the Customer. Without limiting the generality of the foregoing, we do not warrant that the Service(s) will meet any or all of your needs; will operate in all of the combinations which may be selected for use by you; or that the operation of the Service(s) will be uninterrupted, error-free or completely secure. No Paragon employee, supplier or subcontractor is authorised to make any warranty on our behalf and if they make such warranties Paragon shall not be bound by them. If you are a consumer, this Limited Warranty is provided in addition to, and without prejudice to, your consumer rights. Warranty on new and refurbished hardware is 90 days from invoice date.
17. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, and without affecting your rights as a Consumer, you agree that you will not under any circumstances, including negligence, hold Paragon, its officers, directors, employees, licensors, agents, subcontractors and/or third party service providers liable for any direct or indirect damages of any nature and type suffered by the Customer of third parties, including, but not limited to, damages for loss of profits, cost savings, revenue, business, data or use, or any other pecuniary loss that may result from: delays, malfunctions, suspension and any other interruption in the provision of the Service(s) due to events beyond our reasonable control (for example: force majeure, third party conduct/acts, including Paragon’s licensors and suppliers, faults and malfunctions of the machines, software and other equipment, whether owned by us or our licensors/suppliers; acts and/or omissions made by Customers and in contrast with the obligations undertaken under these TOS); data loss due to hardware or software failure; any information, data, content in or accessed through the Services; any action, information or instruction provided as part of our technical support Services; your use of the Service(s). You agree that the foregoing limitations apply whether based on warranty, contract or tort or any other legal theory and apply even if we have been advised of the possibility of such damages. In no event, we will be liable to you in the aggregate with respect to any and all breaches, defaults, or claims of liability under these TOS or under any other agreement or document for an amount greater than the fees actually paid by you to us for the respective Service(s) during the twelve month period preceding a claim giving rise to such liability. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. You agree that in those jurisdictions, our liability will be limited to the extent permitted by law and your rights as a Consumer will not be affected.
You acknowledge and agree to indemnify, defend and hold harmless Paragon defend, fully compensate us, our affiliates, subsidiaries, parent and related companies, licensors and any third-party service providers and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable solicitor’ fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to: (i) your use of the Services; (ii) any violation by you of these TOS, our policies or documents which are incorporated herein, or any law; (iii) any breach of any of your representations, warranties or covenants contained in these TOS; and/or (iv) any acts or omissions by you. The terms of this section shall survive any termination of these TOS. For the purpose of this clause only, the term "you" as set out in subparagraphs (i) through (iv) includes you, End Users, visitors to your website, and users of your products or services. The terms of this Article shall survive the termination of the Agreement.
19. TERM AND TERMINATION
19.1. The Term for each Service you purchase shall be set out on the Order. The Term may be extended as described in our Renewal Policy or may be terminated as described below. For avoidance of doubt, “Term” shall include the initial Term and any Renewal Term.
19.2. You may terminate a Service by giving 3 months’ notice in writing. We will send you an email confirmation to acknowledge your completion of the Cancellation Request (Cancellation Confirmation). If you fail to complete all steps of the Cancellation Request, or if you fail to use a Cancellation Request to terminate the Services, the Services will not be terminated, and Fees will continue to be charged. You must follow this procedure in order to terminate each Service. Once you complete a Cancellation Request, we will process it.
19.3. If you are a Consumer, you have the right to withdraw from this Agreement, informing us of your decision to withdraw by means of a clear declaration (e.g. a letter sent via post, fax or email). You can also use the model withdrawal form enclosed below, which - however - is not mandatory.
19.4. You acknowledge and agree that any domain name registration is subject to suspension, cancellation, transfer or modification pursuant to the terms of any applicable rules or policies, including, but not limited to: (i) the UDRP; (ii) any ICANN adopted policy; (iii) any registrar (including Paragon) or registry administrator procedures; or (iv) any other ccTLD registry administrator procedures.
19.5. Without prejudice to the provisions laid down in other clauses of thеsе TOS, Paragon shall be allowed to terminate this Agreement with or without notice with immediate effect if (i) you fail to pay any fees due; (ii) you breach these TOS, our Acceptable Use Policy or any other policy incorporated herein by reference, or any law and fail to cure that breach within 48 hours after receipt of written notice; (iii) you repeatedly infringe any policy incorporated herein or announced on our website; (iv) in case of any action and/or omission, failure and/or malfunction caused by you or your End User(s) which damage Paragon servers and facilities or the servers and facilities of other network hosts or Internet users; (iv) you disclose false or misleading allegations that may negatively impact our reputation and (v) transfer all or part of your obligations and/or rights under this Agreement to third parties, without our prior written consent.
19.6. Paragon may also terminate this Agreement by fifteen (15) days written notice as of the date of its receipt if (i) according to Paragon's reasonable opinion, you do not have basic technical knowledge to use the Service(s) without excessive ongoing technical support; (ii) Paragon determines in good faith that continued provision of the Service has become unfeasible for technical, legal, regulatory, economic or any other material reason.
19.7. Paragon may discontinue provisioning of certain Service(s) or terminate this Agreement, if a third party ceases to make components of the Service available to us.
19.8. It is important to understand that certain Services are bundled together. As a result, termination of the Services that provide hosting (Hosting Account) may result in immediate termination of multiple aspects of the Services. Upon termination any information, data, content and files stored by you on our server shall be deleted. We may keep backup data for terminated Services for up to sixty (60) days after termination and provide you with access to that data upon request and subject to availability. IP addresses and server space are recycled. It is your obligation to ensure that you arrange to migrate your website(s) or content off our servers and relinquish use of the IP address assigned to you in connection with the use of our Service(s) prior to termination. We have no obligation to provide any Service(s) to you including forward of email(s) following termination.
19.9. Model Withdrawal Form
If you wish to withdraw from this Agreement, please fill in the form below and send it back to us:
Paragon IT Ltd.
Paragon House, 144 Pennant Road, Llanelli, SA14 8HN
I/we (*) hereby withdraw from the agreement concluded by me/us (*) on the purchase of the following goods (*) / the rendering of the following services (*):
Ordered on(*) / received on (*):
Name(s) of the consumer(s):
Address of the consumer(s):
Signatures of the consumer(s) (only in case of notification on paper)
(*) Delete as applicable
20.1. If for any reason you are not satisfied with our Services, you may send your complaint to us via: (i) email, or (ii) registered mail to the following address: Paragon IT Ltd., Paragon House, 144 Pennant Road, Llanelli, SA14 8HN, United Kingdom.
20.2. We will take care to review, investigate and respond to any complaint(s) fairly and thoroughly. All complaints must be in writing and clearly indicate the name and contact details of the complainant. If you have relevant documentary evidence to support your complaint, it should be еnclosed to the complaint. Evidence submitted should be as concise as possible and relevant to the complaint.
20.3. Complaints made over the phone shall be recorded, but wherever possible, should be confirmed in writing. Anonymous complaints will not be reviewed.
20.5. Paragon will review the complaint and will provide a written answer within 10 (ten) business days from receipt of the complaint. If the complaint requires more detailed investigation, you will receive an interim response describing what is being done to deal with the matter, and when you can expect a final reply.
21. DISPUTE RESOLUTION. JURISDICTION
21.1. In the event of any dispute, controversy or claim arising out of or related to this Agreement, you and Paragon shall use reasonable effort to settle such disputes or differences. To this effect, we shall consult and negotiate each other with the aim to reach a solution satisfactory to each Party.
21.2. You agree that the Courts of London, Еngland shall have the sole jurisdiction over all disputes and other matters relating to the execution, interpretation, enforcement and termination of this Agreement or any other document entered into by the Parties related thereto. All disputes and other matters relating to the interpretation and enforcement of thеsе TOS as well as any other document entered into by the Parties shall be governed by the laws of England and Wales.
21.3. Based on Regulation No. 524/13/EC, if you are a Consumer you have the right to use the internet platform for the Online Settlement of Disputes between Entrepreneurs and Consumers (“OS-Platform”), established and operated by the EU Commission. The OS-Platform can be accessed at the following web page: http://ec.europa.eu/consumers/odr/. The internet platform for the Online Settlement of Disputes is applicable only for the Consumers.
22.1. We will send notices to you using the contact information. We may send you notices by email. We have no responsibility for notices not delivered due to outdated or inaccurate contact information.
22.3. You may send us notices, requests, claims, consents, waivers, demands or any other communication related to this Agreement by (i) email; (ii) first-class mail; or (iii) internationally recognised courier.
Please address your notices to:
Paragon IT Ltd.
Paragon House, 144 Pennant Road, Llanelli, SA14 8HN, United Kingdom
22.4. Notice shall be considered duly given and effective: (i) if sent by email, on the day when received in the designated email account; (ii) if sent by first-class mail, on the date of delivery by the appropriate postal service; (iii) if sent by internationally recognised courier, on the date of delivery by such courier.
23. GENERAL PROVISIONS
23.1. Applicable law. This Agreement will be governed by and interpreted in accordance with the laws of England and Wales.
23.2. Waiver. If at any time during the term of this Agreement we fail to insist upon strict performance of any of your obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any term of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated by you in writing.
23.3. Assignment. Successors. You may not assign or transfer this Agreement or any of its rights or obligations hereunder, without our prior explicit written consent. Any assignments in violation of the foregoing shall be null and void and of no force or effect. You acknowledge and agree that Paragon may assign its rights and obligations under this Agreement, and may engage subcontractors in performing its duties and exercising its rights hereunder, without your further explicit consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assignees.
23.4. Independent Contractors. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
23.5. Severability. If any one or more of the provisions contained herein or of the applicable policies of Paragon shall, for any reason, be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision(s) will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of this Agreement and the policies announced on our site shall not be affected.
23.6. Force Majeure. With the exception of Customer’s payment obligations, neither Party will be responsible for any interruption, delay or other failure to fulfill any obligation under this Agreement resulting from acts of God, storms, flood, riots, fire, acts of civil or military authority, war, terrorism, epidemics, pandemics, shortage of power, telecommunications or internet service interruptions or other acts or causes reasonably beyond the control of that Party.
In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give to the other Party notice of suspension as soon as reasonably practicable, stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable upon the cessation of such Force Majeure and its effects.
During a Force Majeure event, you shall be entitled to seek an alternative hosting provider at your own cost with respect to the affected Services. If a Force Majeure event continues to exist for more than twenty (20) consecutive days, each Party shall be entitled to terminate the Agreement for affected Services.
24. Change of TOS.
Paragon may modify these TOS at any time with immediate effect. We will inform you about modifications to the TOS by email. Paragon shall not be liable for your failure to receive an email notification due to an inaccurate email address.
If you do not agree to the changes in the TOS, you must suspend use of the Services and terminate this Agreement within ten (10) business days of receiving notification from us.
To the extent permitted by applicable law, continued use of the Services after you have received a notice for changes to the TOS will be considered as acceptance of such changes and in force in the agreement between the user and Paragon, unless you have sent us a termination notice.
Where the change in Terms is required by law or related to the addition of a new service, extra functionality to the existing Service(s) or any other change which neither reduces your rights nor increases your responsibilities, the TOS will be changed without prior notice to you and shall have immediate effect.
No clarification or explanation of the Terms provided by the Parties will have the power to modify the provisions of these TOS.
Thеsе TOS incorporated by reference the Terms of Service of the third-party Service providers listed below.
WHMCS - https://www.whmcs.com/eula/