Cubilabs.com Terms and Conditions

The following Terms of service and, where applicable to the service, the "EULA", form the “Main Agreement” between you and us when you purchase services from us. By purchasing services from us you are agreeing to this “Main Agreement”. Keera Studios Ltd is a company Registered in England and Wales with company number 08598985, with business address at Sir Colin Campbell Building, Triumph Road, NG8 1BB, Nottingham, United Kingdom and registered address at 20-22 Wenlock Road, London, N1 7GU, United Kingdom, referred to in the rest of the document as “the Company”, “Cubilabs” or “Cubilabs.com”. By subscribing to any of the Services and opening an account with us, we ("Keera Studios Ltd") and you ("the Client") agree to be bound by these terms and conditions. They set out the basis on which we offer hosting, programming and IT services under the brand name Cubilabs and should be read carefully.

Background

The Company has experience in the field of web hosting, technical support, web design and programming, and the Client has appointed the Company to provide the following services: 1. Web hosting of the web associated with the domain names owned or controlled by the Client. 2. Technical support related to the aforementioned web hosting services and other products hired by the Client from the Company and from other providers.

1. Definitions:

“Affiliate” means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual; “Agreement” means this agreement and any amendments to it from time to time; “Business Day” means any week day, other than a bank or public holiday in England; “Business Hours” means between 09:30 and 17:00 in England on a Business Day; “Charges” means the amounts payable by the Client to the Company under or in relation to this Agreement; “Confidential Information” means any information supplied (whether supplied in writing, orally or otherwise) by one party to the other party marked as “confidential”, described as “confidential” or reasonably understood to be confidential “Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly); “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars); “Hosted Materials” means all websites, web applications, software, information, data, databases and other works and materials stored, transmitted, published or processed using the Services; “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs); “Minimum Term” means the period of 6 months from the start date of each service "Non-urgent Support Request" means support request that must be accomplished during Business Hours, and that does not require urgent action. “Personal Data” has the meaning given in the UK General Data Protection Regulation (UK GDPR), tailored by the Data Protection Act 2018.; “Prohibited Content” means: (a) material which breaches any applicable laws, regulations or legally binding codes, or infringes any third party Intellectual Property Rights or other third party rights, or may give rise to any form of legal action against the Company or the Client or any third party; (b) pornographic or lewd material or links to such material; and (c) messages or communications which are offensive, abusive, indecent or obscene, are likely to cause annoyance, inconvenience or anxiety to another internet user, or constitute spam or bulk unsolicited mail; "Start Date" means the date at which the Company accepts your request to activate a support and hosting account with the Company or to enable a specific service; “Services” means the services provided under this Agreement, which may include shared hosting, dedicated hosting, co-location services, email services, domain name services, SSL services and technical support; "Support request": any request to perform a task, to perform a modification to a computer system, to assist the party requesting it to perform such change, or to guarantee that the computer systems providing the service continue to operate normally. “Term” means the term of this Agreement; and “Year” means a period of 365 days (or 366 days if there is a 29th February during the relevant period). "Urgent support request" means any support request that is not considered non-urgent. "Website installation" means any software installation that services Hosted Materials on behalf of the Client.
1.2 In this Agreement, a reference to a statute or statutory provision includes a reference to: (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and (b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of this Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of this Agreement; it follows that a general concept or category utilised in this Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.

2. Tasks

2.1 The specific tasks carried out by the Company with respect to each provision will be discussed and agreed to by both parties using one of the authorised communication methods described in clauses 12.1. When the task does not demand urgent action or when the task is not a direct request, the Client will need to explicitly give the Company authorisation to start working on that task following one of the communication methods authorised in clauses 12.1. This will not be applicable to those tasks that are necessary to maintain the services hired by the Client, or to ensure the security of the Company' systems, or to comply with the law.
2.2 The Company will dedicate a certain amount of hours for each task, and inform the Client accordingly.
2.3 When it is possible to do so, the Company will indicate to the Client the estimated time that will be necessary to complete a task, in advance.
2.4 Notwithstanding provision 2.3, when the services requested by the Client demand more than the amount of hours initially estimated for the corresponding task, the Client will compensate the Company for the amount of time spent working on that task by the Company, its associates, business partners and providers, at the rates established in clause 3.1.
2.5 When it is possible to do so in compliance with the law and without compromising the security of the website, the Company will notify the Client in advance of any revised estimates, indicating that the amount of hours allocated for the task will exceed the expectations.

3. Payments

3.1 The Client will pay the following amounts to the Company: 3.2 Non-urgent support requests will be billable in blocks of 30 minutes. If the amount of time spent by the Company dealing with a Support Request is not a multiple of the length in time of a block, it will be rounded up to the nearest multiple.
3.3 Urgent support requests will be billable in blocks of 60 minutes. If the amount of time spent by the Company dealing with a Support Request initiated is not a multiple of the length in time of a block, it will be rounded up to the nearest multiple.
3.4 The Company will issue invoices for the Charges to the Client via e-mail from time to time during the Term.
3.5 The Client will pay the Charges to the Company on or before the due date set out on invoices issued in accordance with Clause 3.2.
3.6 All Charges stated in or in relation to this Agreement are stated exclusive of VAT, unless the context requires otherwise.
3.7 Charges must be paid by bank transfer, paypal or by cheque using such payment details as are notified by the Company to the Client from time to time.
3.8 If the Client does not pay any amount properly due to the Company under or in connection with this Agreement, the Company may: (a) charge the Client interest on the overdue amount at the rate of 5% per year above the base rate of Natwest Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); or (b) claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
3.9 The Company may vary the Charges by giving the Client at least 30 days’ notice of variation at any time after the end of the Minimum Term.
3.10 All billing disputes must be reported to the Company in writing within 30 days of the date of the disputed invoice.

4. Schedule

4.1 The schedule and deadlines of each task that is not a Support Request will be agreed to by both parties, prior to the task's execution, except when such task is essential for the normal operation of the Company or the computer system's used to provide the Service to the Client, or to guarantee the security of the computer systems used by the Company.
4.2 When the schedule is not met and the Company has not spent any amount of time for the allocated task, the Client will have the right to cancel such request. When some time has been spent dealing with a task, the Client will have the right to cancel such request, provided that it reimburses the Company for the amount of time spent working on that particular task, according to the rates indicated in clause 3.1.
4.3 Unless notification to the contrary is given by the Company, the scheduled times to provide a response to a Support Request will be, by default, of 5 business days for Non-urgent Support Requests and of 3 business day for Urgent Support Requests. Providing a response will not necessarily guarantee the completion of a solution to the problem or request given by the Client.
4.3 The Company will do everything that is reasonably possible to comply with the tasks within the scheduled time. However, the Company will not be liable for any delays in producing a response or acting upon the request, in accordance with clause 11.2.

5. Term

5.1 This Agreement will come into force on the Commencement Date and renew monthly, unless terminated prior to that date in accordance with Clauses 7.1 and 7.2.

6. Modifications

6.1 The Company reserves the right to update this agreement without the prior consent of the Client when such action is necessary to comply with the law of UK, the European Union, or any other state or jurisdiction that the Company operates in or where its service providers, subcontractors or business partners operate. Any such modifications will be notified to the Client, who will have the right to suspend this agreement after paying any amount owed to the Company as described in provision 7.2. Failure to present such notification of suspension of the agreement within two weeks from the date in which the update of the terms of this agreement has been communicated to the Client will be understood as an implicit acceptance of the new terms.
6.2 The Company reserves the right to sell the contract to third-parties when that is necessary for strategic company purposes, or when the company's structure changes, or if the company is dissolved or suspended. Upon signing this agreement, the Client authorises the Client to carry out any operations that are necessary to complete any such contract transfer. Any such modifications will be notified to the Client, who will have the right to suspend this agreement, within two weeks, after paying any amount owed to the Company as described in provision 7.2.
6.3 The Company reserves the right to alter or amend this agreement by giving the Client thirty days' prior notification to the Client, who will have the right to suspend this agreement after paying any amount owed to the Company as described in provision 7.2. Failure to present such notification of suspension of the agreement within two weeks from the date in which the update of the terms of this agreement has been communicated to the Client will be understood as an implicit acceptance of the new terms.
6.4. Except as indicated in the provisions described in clauses 6.1, 6.2 and 6.3, any modifications of this agreement will need to be examined and agreed to by both parties in order to come into effect.

7. Cancellations

7.1 The Company reserves the right to cancel the agreement at any point, without justification, by given notice to the Client. The notice will be given, at least, two weeks in advance, unless the cancellation is as a result of any breach of this agreement or any violation carried out by the Client.
7.2 The Client will have the right to cancel this agreement at any point, by giving written notice to the Company using one of the authorised contact methods. Notice will be given at least two weeks in advance, except when such cancellation is the result of a breach of the agreement by the Company or when it is the result of applying provisions 6.1 or 6.2.
7.3 If the agreement is cancelled in accordance with clauses 7.1, 7.2 or any other provisions described in this agreement, the Client will compensate the Company for all the amounts due to the Company. If the amounts already satisfied by the Client surpass those owed to the Company, the Client will have the right to recover the difference, after subtracting the amount owed to the Company as specified in clauses 3.1, and after subtracting an additional 10% commission and all the taxes, bank commissions and currency conversion commissions that the Company may have to satisfice in order to return the final amount to the Client.
7.4. Both parties hereby refuse to present any complaints in relation to premature cancellation of this agreement, provided that such cancellation was notified at least two weeks before coming into effect.

8. Copyright

8.1 Each party will keep ownership of their respective intellectual property. the Client will not use the Company' servers to distribute content without the consent of the copyright owner. the Company reserves the right to take down any information hosted on the Client's domain hosted by the Company when that is required by law. In addition, the Client will compensate the Company for any legal fee, expense or lawsuit that result from hosting copyrighted material on the Client's domain.

9. Privacy and Data Protection

9.1 The Company reserves the right to share data with third-parties when that is necessary to provide the services requested by the Client or for normal operations or when required by the law.
9.2 Except in those cases described in 9.1 or unless authorised by the Client to the contrary, all data sent to the Company by the Client will be treated by the Company as confidential, and will be stored using secure methods. The Company will immediately notify the Client of any breach or suspected breach of the security systems of the Company that could affect the security of the Client, its domain names, email accounts, or webs hosted by the Company.
9.3 Unless authorised by the Company to the contrary, all data sent to the Client by the Company will be treated by the Client as confidential, and will be stored using secure methods. the Client will immediately notify the Company of any breach or suspected breach of the security systems of the Client that could affect the security of the Company, its property, its domain names, email accounts, or its web servers.
9.4 The Client will be informed when the Company subcontracts work to third parties located outside the jurisdictions of the UK, the EU and the European Economic Area, when such contracts will imply that personal information handled by the Client will be transferred outside the UK, the EU and the European Economic Area.
9.5 The Client warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under this Agreement, and that the processing of that Personal Data by the Company for the purposes of and in accordance with these Terms and Conditions will not breach any applicable laws (including the Data Protection Act 1998).
9.6 The Company warrants that: (a) it will act only on instructions from the Client in relation to the processing of any Personal Data performed by the Company on behalf of the Client; and (b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Company on behalf of the Client.

10. Client Responsibilities

10.1 The Client will provide the Company with all co-operation, information and documentation reasonably required for the provision of the Services, and the Client will be responsible for procuring any third party co-operation reasonably required for the provision of the Services.
10.2 The Services are provided to the Client only, and the Client may not resell the Services to any third party.
10.3 The Client will be responsible for obtaining suitable licences of third party software (such as email client software) which are required for the full use of the Services.
10.4 It is the Client’s responsibility to keep any passwords relating to the Services confidential, and to change such passwords on a regular basis. The Client will notify the Company immediately if it becomes aware that a password relating to the Services is or may have been compromised or misused.
10.5 The Client will be responsible for all the information presented to visitors of the domains hosted with the Company. If the law requires any notice or information to be presented on the website, the Client be solely responsible for adding this information to the website. When such action is not possible without the Company' intervention, the Client will give written notice to the Company requesting the necessary modifications, but this will not make the Company liable for the lack of such notice, before or after the request has been placed.
10.6 The Client is solely responsible of complying with any law derived from storing personal or business information in computer equipment, or from the distribution of information using computer networks, from establishing any security measures necessary to store that data. If the law requires that a personal data file be registered with any organism in order to store that information in the Company' servers, the Client is solely responsible for registering the files with the necessary public or private bodies, requesting the necessary security measures to ensure that the desired level of security is met, and paying the Company for the time and expenses incurred by the changes in the security policies.
10.7 If the Company is sued for any action or violations carried out by the Client, or as a result of hosting the Client content on the Company' servers, the Company reserves the right to delete the infringing content, and/or to suspend the service indefinitely until the Client complies with the law. This will include, but not be limited to, storage or distribution of copyrighted material without the consent of the copyright holder, storage or distribution of offensive images, videos, pornography, offensive content, links to webs, videos or images that violate any UK, EU, EEA or international law. Furthermore, the Client will compensate the Company for any expense, legal fees or loss that result from any action or violations carried out by the Client, or as a result of hosting the Client content on the Company' servers.

11. Limitations of liability

11.1 Nothing in this Agreement will exclude or limit the liability of either party for: (a) death or personal injury caused by that party’s negligence; (b) fraud or fraudulent misrepresentation on the part of that party; or (c) any other liability which may not be excluded or limited under applicable law.
11.2 Subject to Clause 11.1, the Company’s liability to the Client under or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows: (a) The Company will not be liable for any: (i) loss of profits, income or anticipated savings, (ii) loss or corruption of any data, database or software, (iii) reputational damage or damage to goodwill; (iv) loss of any commercial opportunity, or (v) indirect, special or consequential loss or damage; (b) The Company will not be liable for any losses arising out of a Force Majeure Event; (c) The Company’s liability in relation to any event or series of related events will in no circumstances exceed the total amount paid (or, if greater, payable) by the Client to the Company under the Agreement during the 6 month period immediately preceding the event or series of events; (d) The Company will not be liable for any delays or excesses in the amount of time needed to complete a task, regardless of whether the cause of a delay is attributable to the Company, one of its associates, business partners, service providers or subcontractors, or the Client or one of its associates, business partners, service providers or subcontractors; and (e) The Company will not be liable for any failure to provide the services resulting from any breach by the Client or its employees, agents or subcontractors, of the Agreement. (f) The Company will not be liable for any failure to provide the services resulting from the failure of a third party or when such failure is the result of hacking by a third party.

12. General

12.1 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below): (a) where the notice is delivered personally, at the time of delivery; (b) where the notice is sent by first class post, 48 hours after posting; (c) where the notice is sent by post using reception acknowledgement, if the packaging or post service provider allows that option available; (d) where the notice sent by email, at the time of the transmission, and it's reception is acknowledged by the recipient or one of the email servers or the recipient's email client (providing the sending party retains written evidence of the transmission), unless the contents of the response indicate otherwise. (e) where the notice is sent via any other communication method mutually agreed to by the parties.
12.2 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
12.3 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
12.4 Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
12.5 Either party may freely assign their rights and obligations under this Agreement without the other party’s consent to any successor to all or substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in this Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement.
12.6 The Company may subcontract any of its obligations under this Agreement to any third party.
12.7 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under this Agreement.
12.8 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
12.9 This Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of this Agreement. Subject to Clause 12.1, each party acknowledges that no representations or promises not expressly contained in this Agreement have been made by or on behalf of the other party.
12.10 This Agreement will be governed by and construed in accordance with the laws of the England and Wales; and the courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.