Standard terms and conditions for Code Anchor web hosting services
1.1 Managed Hosting Services. Code Anchor Limited ("Provider") shall provide managed website hosting services as described in Schedule A (the "Services"). For the purposes of this Agreement, "Managed Hosting" is limited to: (a) server management, monitoring, and patching and (b) maintenance of the hosting environment.
Managed Hosting expressly excludes the development, configuration, or implementation of new or additional features, functionality, or enhancements, which shall be subject to separate agreement. Resolving bugs in the code or systems running on the hosted service remain the responsibility of the Client and are excluded from this hosting agreement.
1.2 Service Levels. Provider shall use commercially reasonable efforts to meet the uptime, performance, response, and resolution targets set forth in Schedule B (Service Level Agreement).
1.3 Changes to Services. Provider may make changes to the Services to improve performance, security, or compliance, provided such changes do not materially degrade the overall managed hosting service.
2.1 Term. This Agreement shall commence on the agreed effective date and continue for an initial term of 12 months, unless earlier terminated in accordance with this Agreement. Thereafter, the Agreement shall renew for successive 12-month periods unless either party gives written notice of non-renewal at least 30 days prior to the end of the then-current term.
2.2 Termination for Convenience. Either party may terminate this Agreement for convenience by giving 30 days' prior written notice.
2.3 Termination for Cause. Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to remedy the breach within 14 days of notice.
2.4 Exit and Handover Assistance. Upon termination or expiry of this Agreement for any reason: (a) Provider shall, for a period of up to 30 days, provide reasonable assistance to facilitate an orderly transition of the hosted website to the Client or a replacement provider; (b) Provider shall make available for download Client Content, databases, and configuration data in a commonly used format; (c) Provider shall not be responsible for migrating the website to a new environment unless separately agreed in writing; (d) Client shall pay all outstanding fees due up to the termination date and any reasonable fees for additional exit assistance requested beyond the scope of this clause.
2.5 Deletion of Data. Following completion of handover and subject to applicable law, Provider may permanently delete Client Content from its systems.
3.1 Fees. The Client shall be provided with a quotation for the annual cost of the Services prior to commencement and at each renewal.
3.2 Payment Date. Fees are payable in advance on the 1st day of each calendar month.
3.3 VAT. All fees are exclusive of VAT, which shall be added where applicable.
3.4 Out-of-Scope Work. Any work requested by the Client that falls outside the definition of Managed Hosting, including but not limited to development of new features, functional enhancements, integrations, redesigns, or changes in scope ("Out-of-Scope Work"), shall be chargeable at Provider's then-current rates. No Out-of-Scope Work shall be undertaken unless agreed in writing in advance, including scope and pricing.
4.1 Client Content. The Client is solely responsible for all data, content, software, and materials uploaded or made available via the Services ("Client Content").
4.2 Legal Compliance. The Client warrants that Client Content and its use of the Services comply with all applicable UK laws and regulations and do not infringe third-party rights.
4.3 Access and Cooperation. The Client shall provide timely access, information, and cooperation reasonably required for Provider to deliver the managed hosting Services.
4.4 Prohibited Activities. The Client shall not use the Services for unlawful, abusive, or malicious activities, including distribution of malware or unauthorised access attempts.
5.1 Management and Maintenance. Provider shall manage, monitor, and patch the server environment in accordance with industry best practices and where an update will not affect current services running.
5.2 Security Management. Provider shall implement reasonable security measures, including patch management and monitoring, to protect the hosting environment.
5.3 Support Services. Provider shall provide technical support during the hours and via the channels specified in Schedule A.
6.1 Client IP. As between the parties, the Client retains all right, title, and interest in and to Client Content.
6.2 Provider IP. Provider retains all right, title, and interest in and to the Services, including all underlying technology and intellectual property.
6.3 Licence. The Client grants Provider a limited, non-exclusive licence to host, copy, and transmit Client Content solely as necessary to provide the Services.
Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and not to disclose such information except as permitted under this Agreement.
8.1 UK GDPR Compliance. Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018.
8.2 Processor and Controller. For the purposes of UK GDPR, the Client is the data controller and Provider is the data processor in respect of any personal data processed in connection with the Services.
8.3 Processing Instructions. Provider shall process personal data only on documented instructions from the Client and solely for the purpose of providing the Services.
8.4 Security Measures. Provider shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
8.5 Sub-processors. Provider may engage sub-processors provided it remains responsible for their compliance with this clause.
8.6 Data Subject Rights and Breaches. Provider shall reasonably assist the Client in responding to data subject requests and shall notify the Client without undue delay upon becoming aware of a personal data breach.
9.1 Mutual Warranties. Each party represents that it has the authority to enter into this Agreement.
9.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
10.1 Excluded Losses. To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or economic loss, including loss of profits, loss of revenue, loss of business, loss of data, or loss of anticipated savings.
10.2 Hosted Website Risk Acknowledgement. The Client acknowledges that the Services support a hosted website and that interruptions, bugs, or failures may result in lost transactions, reputational harm, or user dissatisfaction. Provider shall not be liable for losses arising from failed payments, third-party payment providers, third-party plugins, or integrations.
10.3 Liability Cap. Subject to clause 10.4, Provider's total aggregate liability arising under or in connection with this Agreement shall be limited to a sum equal to the fees paid by the Client in the period to which the claim relates.
10.4 Non-Excludable Liability. Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under English law.
11.1 By Client. The Client shall indemnify and hold harmless Provider from any claims arising out of Client Content or the Client's use of the Services in violation of this Agreement or applicable law.
11.2 By Provider. Provider shall indemnify and hold harmless the Client from claims that the Services infringe a third party's intellectual property rights, subject to the limitations herein.
Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control.
13.1 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
13.2 Jurisdiction. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
14.1 Third-Party Services. The Client acknowledges that the website may rely on third-party services including payment gateways, fraud prevention tools, shipping providers, and analytics platforms. Provider does not warrant the availability, performance, or security of such third-party services.
14.2 Assignment. The Client may not assign this Agreement without Provider's prior written consent, except in connection with a merger or sale of substantially all assets.
14.3 Independent Contractors. The parties are independent contractors.
14.4 Entire Agreement. This Agreement, including all Schedules, constitutes the entire agreement between the parties regarding its subject matter.
14.5 Amendments. Any amendment must be in writing and signed by both parties.
14.6 Severability. If any provision is held unenforceable, the remaining provisions shall remain in effect.
Managed hosting of a shared web service, managed on the Digital Ocean platform. Registration of domain names and any associated costs remain the responsibility of the Client.
Maintenance of the servers, patches, and availability. Loss of availability due to the Client's code or services developing a fault, and any associated cost, remain the responsibility of the Client.
These terms apply to all web hosting agreements entered into with Code Anchor Limited.
Code Anchor Limited, Bank House, Market Square, Congleton, Cheshire, CW12 1ET. United Kingdom.
Registered in England and Wales. Company number 16453044.