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Storage |
Email |
Price |
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300MB |
5 |
$88 |
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300MB |
20 |
$288 |
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300MB |
20 |
$588 |
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Taiwan Hosting Service |
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| |
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Service |
Storage |
E-mail |
Monthly Fee
(HK$) |
|
| |
Linux |
Standard |
5 GB |
10 POP |
$388 |
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| |
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Business |
5 GB |
20 POP |
$488 |
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Professional |
10 GB |
50 POP |
$788 |
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| |
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Enterprise |
15 GB |
100 POP |
$988 |
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| |
Windows |
Standard |
5 GB |
10 POP |
$388 |
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| |
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Business |
5 GB |
20 POP |
$488 |
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Professional |
10 GB |
50 POP |
$788 |
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| |
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Enterprise |
15 GB |
100 POP |
$988 |
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Please click here to download pdf version.
SERVICE AGREEMENT
|
THIS AGREEMENT is made on the date of the Order Confirmation Form ("the Order Form")
|
| BETWEEN:- |
| (1) |
UDOMAIN WEB HOSTING COMPANY LTD., a company incorporated in Hong Kong whose registered office is situate at Unit 1702, 101 King's Road, North Point, HK ("UDOMAIN"); and |
| (2) |
The Domain Name Owner or Company Name ("the Customer") as provided in the Order Confirmation Form and its address is at the address provided in the Order Form. |
|
| WHEREAS:- |
| (A) |
The Customer wishes its website and data to be hosted on servers and made accessible via the Internet. |
| (B) |
The Customer has agreed to hire UDOMAIN to supply the hosting services upon the following terms and conditions. |
|
| NOW IT IS AGREED as follows: |
| 1 |
DEFINITIONS AND INTERPRETATION |
| 1.1 |
In this Agreement, including the Recitals, unless otherwise expressed or required by the context, the following expressions shall have the respective meanings set opposite thereto:- |
| |
| Expression |
Meaning |
| "Charges" |
means the charges to be paid by the Customer for the Services as specified in the Order Form; |
| "Confidential Information" |
means all business, technical, financial or other information communicated or made known to the Customer by UDOMAIN; |
| "Content" |
means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the Website; |
| "Customer Software" |
means the software used in the Website owned by the Customer, or licensed to it by a third party or UDOMAIN, but shall not include UDOMAIN Software; |
| "DNS" |
stands for domain name server; |
| "Initial Term" |
means the initial period, which the Charges cover, for the supply of the Services; |
| "Intellectual Property Rights" |
means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country; |
| "IP address" |
stands for an internet protocol address; |
| "ISP" |
stands for internet service provider; |
| "Migration Services" |
means the services described in Clause 11.2; |
| "Server" |
means the server or servers as designated by UDOMAIN from time to time through which UDOMAIN provides the Services to the Customer in accordance with this Agreement; |
| "Services" |
means the services relating to hosting provided to the Customer by UDOMAIN which form part of the hosting package and such services chosen by the Customer and set out in the Order Form; |
| "Software" |
means the Customer Software and UDOMAIN Software; |
| "Term Sheets" |
means the sheets of variable terms annexed to and forming part of this Agreement |
| "UDOMAIN Software" |
means the software and related documentation owned by or licensed to UDOMAIN including any Upgrades or related documentation; |
| "Upgrades" |
includes all updates, upgrades, enhancements, corrections, modifications, new releases, new versions and bug fixes in object code form only from time to time issued or made available by UDOMAIN; |
| "URL" |
stands for universal resource locator; |
| "Virus" |
means a computer program that copies itself or is copied to other storage media including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programmes commonly referred to as "worms", "Trojan Horses", "logic bombs" and "cancelbots" |
| "Visitor" |
means a third party who has accessed the Website; |
| "Visitor Information" |
means the data collected by UDOMAIN about Visitors and their behaviour when accessing the Website; and |
| "Website" |
means the website which the Customer intends to be hosted on the Server. |
|
| 1.2 |
The expressions "UDOMAIN" and "the Customer" shall, where the context permits, include their respective executors administrators successors and permitted assigns (as the case may be). |
| 1.3 |
The headings to the Clauses of this Agreement are for ease of reference only and shall be ignored in interpreting this Agreement. |
| 1.4 |
Reference to Clauses, Recitals and Term Sheets are references to Clauses of, and the Recitals and Term Sheets to this Agreement which shall form part of this Agreement. |
| 1.5 |
Unless the context otherwise requires, words and expressions in the singular include the plural and vice versa and words denote any gender shall include all genders. |
| 1.6 |
Unless the context otherwise requires, references to a person include any public body and any body of persons, corporate or unincorporate. |
|
| 2 |
DUTIES |
| 2.1 |
Subject to the terms and conditions of this Agreement, UDOMAIN itself or through its agents and/or other network providers shall provide the Services to the Customer. |
| 2.2 |
The Customer shall deliver the Website and the Customer Software to UDOMAIN in a format specified by UDOMAIN at a mutually convenient time. |
|
| 3 |
CHARGES AND PAYMENT |
| 3.1 |
In consideration of the provision of the Services by UDOMAIN to the Customer, the Customer shall pay UDOMAIN the Charges in accordance with the UDOMAIN's price schedule. |
| 3.2 |
The Charges are inclusive of all labour and materials. |
| 3.3 |
UDOMAIN may charge the Customer interest in respect of late payment of any sum due under this Agreement, at a rate of 2% per month from the due date to the date of full payment. |
| 3.4 |
UDOMAIN is entitled to levy additional charge against the Customer and the Customer shall pay such additional charge to UDOMAIN within 7 days upon demand if and whenever the access of the Website or the use of the Services consumes excessive CPU time, memory or storage space of the Server or other resources of the Server. |
| 3.5
|
The Charges once paid shall not be refunded in whole or in part for whatsoever reason. |
|
| 4 |
IP ADDRESSES |
| 4.1 |
The Customer acknowledges that it has no right, title or interest in the IP address allocated to it, and that any IP address allocated to it is allocated as part of the Services and is not portable or otherwise transferable by the Customer in any manner whatsoever. |
| 4.2 |
If an IP address is renumbered or reallocated by UDOMAIN, UDOMAIN shall use its reasonable endeavours to avoid any disruption to the Customer. |
| 4.3 |
The Customer agrees that it will have no right, title or interest to the IP address upon termination of this Agreement, and that the acquisition by the Customer of a new IP address for the Website following termination of this Agreement shall be the exclusive responsibility of the Customer. |
|
| 5 |
SOFTWARE LICENCE AND RIGHTS |
| 5.1 |
If and to the extent that the Customer requires use of UDOMAIN Software in order to use the Services, UDOMAIN grants to the Customer a royalty-free, world-wide, non-transferable, non-exclusive licence to use UDOMAIN Software in object code form only. The Customer has the right to authorise its employees, agents and third party consultants and contractors to use UDOMAIN Software as aforesaid provided that such use is consistent with the terms of this Agreement. |
| 5.2 |
The Customer grants to UDOMAIN a royalty-free, world wide, non-exclusive licence to use the Content and the Customer Software in relation to its obligations under this Agreement in connection with the provision of the Services. |
| 5.3 |
Except as expressly set out in Clauses 5.1 and 5.2, this Agreement does not: |
| |
5.3.1 |
transfer or grant to the Customer any right, title, interest or Intellectual Property Rights in UDOMAIN Software; or |
| |
5.3.2 |
transfer or grant to UDOMAIN any right, title, interest or Intellectual Property Rights in the Customer Software. |
| 5.4 |
The Customer agrees that it will not itself, or through any agent or other third party: |
| |
5.4.1 |
copy UDOMAIN Software except as expressly permitted under this Agreement or by law; |
| |
5.4.2 |
sell, lease, license or sublicense UDOMAIN Software or the documentation connected with it; or |
| |
5.4.3 |
use any Confidential Information of UDOMAIN. |
| |
If the Customer is permitted to make any copies of UDOMAIN Software, the Customer must reproduce all proprietary notices of UDOMAIN, if any, on the copies. |
|
| 6 |
WEBSITE CONTENT AND DATA |
| 6.1 |
The Customer shall not distribute in the Content on the Website any material or other information that: |
| |
6.1.1 |
infringes any Intellectual Property Rights; |
| |
6.1.2 |
is in breach of any law, statute, or regulation; |
| |
6.1.3 |
is defamatory, libellous, unlawfully threatening, politically sensitive or harassing; |
| |
6.1.4 |
is obscene, pornographic or indecent; |
| |
6.1.5 |
contains any viruses or other computer programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any personal information; or |
| |
6.1.6 |
is not solicited. |
| 6.2 |
The Customer may from time to time during the Initial Term upload and update the Website, the Content, the Customer Software and other materials. For the purposes of accessing the upload and updating services, the Customer will be identified by the Customer identification code ("ID") and the password ("the Password"). The Customer is advised to keep the ID and the Password in secrecy. The Customer shall be fully responsible for any accidental or unauthorized disclosure of the ID and the Password to any other person and shall bear the risks of the ID and the password being used by unauthorized persons or for unauthorized purposes. |
| 6.3 |
For the avoidance of doubt, UDOMAIN does not monitor, and will have no liability for the Contents of and any communications transmitted by virtue of the Services. |
| 6.4 |
The Customer grants to UDOMAIN a non-exclusive, royalty-free licence, during the term of this Agreement, to use, store and maintain the Content on the Server. UDOMAIN may make such copies as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. |
| 6.5 |
This Agreement does not transfer or grant to UDOMAIN any right, title, interest in any Intellectual Property Rights in the Content, except for the rights expressly granted in this Agreement. |
| 6.6 |
The Customer agrees to indemnify UDOMAIN against any and all liability, loss, damage, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by UDOMAIN whether direct, indirect or consequential arising out of any dispute or contractual, tortious or other claims or proceedings brought by a third party in relation to the Website, the Content, the Customer Software and any activity of the Customer regarding the use of the Services. The Customer shall give UDOMAIN all reasonable assistance in connection with any such claims or proceedings at the Customer's cost and expense. |
| 6.7 |
In the event that UDOMAIN receives any complaint by or from any third party or is threatened with the institution of legal proceedings by any third party in relation to the Website, the Content, the Customer Software and other materials provided by the Customer and any activity of the Customer regarding the use of the Services, UDOMAIN shall at its sole discretion remove the Website, the Content, the Customer Software and other materials provided by the Customer until the third party withdraws the complaint. |
|
| 7 |
WARRANTIES |
| 7.1 |
The Customer warrants to UDOMAIN that: |
| |
7.1.1 |
UDOMAIN's use of the Content or the Customer Software in accordance with this Agreement will not infringe the Intellectual Property Rights of any third party in Hong Kong; |
| |
7.1.2 |
it has the right, power and authority to license the Content and the Customer Software to UDOMAIN as set out in Clause 6.4; and |
| |
7.1.3 |
the Software is all the software used in the Website. |
| 7.2 |
Save as expressly set out in this Agreement all representations, warranties, terms and conditions whether oral or written, express or implied by law, custom, statute or otherwise and including but not limited to satisfactory quality or fitness for any particular purpose are excluded. In particular and without prejudice to that generality, whilst UDOMAIN shall take reasonable care to avoid passing on any viruses or introducing them to the Customer, UDOMAIN shall not be liable to the Customer as a result of any virus introduced or passed on to it. The Customer is advised to check the Website regularly for viruses. |
|
| 8
|
CONFIDENTIALITY |
| 8.1 |
Subject to Clause 8.2, the Customer: |
| |
8.1.1 |
may not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement; |
| |
8.1.2 |
may not disclose any Confidential Information to any person except with the prior written consent of the UDOMAIN; and |
| |
8.1.3 |
shall make every effort to prevent the use or disclosure of the Confidential Information. |
| 8.2 |
The obligations of confidence referred to in the provisions of this Clause shall not apply to any Confidential Information that: |
| |
8.2.1 |
is in the possession of and is at the free disposal of the Customer or is published or is otherwise in the public domain prior to its receipt by the Customer; or |
| |
8.2.2 |
is required to be disclosed by any applicable law or regulation. |
| 8.3 |
Without prejudice to any other rights or remedies UDOMAIN may have, the Customer acknowledges and agrees that in the event of breach of this Clause UDOMAIN shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this Clause in addition to any damages or other remedies to which it may be entitled. |
|
| 9 |
LIABILITY |
| 9.1 |
UDOMAIN's entire liability to the Customer in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall not be more than the Charges. |
| 9.2 |
UDOMAIN shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer even if the loss is reasonably foreseeable or UDOMAIN was advised of the possibility of the Customer incurring it. |
| 9.3 |
For the avoidance of doubt, UDOMAIN hereby declares and the Customer acknowledges that the Services may be provided jointly or solely through the agents of UDOMAIN and other network providers. The Customer hereby expressly waives all its rights to claim loss and damage against UDOMAIN arising from or incidental to the failure or malfunction of network or equipment not within the sole control of UDOMAIN or the act, omission or negligence of the agents of UDOMAIN and other network providers. |
|
| 10
|
TERM AND TERMINATION |
| 10.1 |
This Agreement shall commence on the date designated by UDOMAIN and shall continue for the Initial Term unless terminated earlier pursuant to Clause 10.2. |
| 10.2 |
UDOMAIN is entitled to terminate this Agreement with immediate effect by written notice to the other party on or at any time after the occurrence of any of the following events: |
| |
10.2.1 |
the Customer being in breach of any term or condition under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within 7 days after receipt of a written notice of the breach and requiring its remedy; |
| |
10.2.2 |
the Customer passing a resolution for winding up or a court of competent jurisdiction making an order for the Customer's winding up (other than, in each case, for the purposes of solvent amalgamation or reconstruction where the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Customer's obligations under this Agreement); |
| |
10.2.3 |
the making of an administration order in relation to the Customer or the appointment of a receiver over or an encumbrancer taking possession of or selling an asset of the Customer; or |
| |
10.2.4 |
the Customer making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally. |
| 10.3 |
Termination of this Agreement for whatever reason shall not affect: |
| |
10.3.1 |
the accrued rights of UDOMAIN and liabilities of the Customer arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other; or |
| |
10.3.2 |
provisions expressed to survive this Agreement, which shall remain in full force and effect. |
|
| 11 |
MIGRATION SERVICES AND EXTENSION OF THE SERVICES |
| 11.1 |
No less than 14 days before the expiration of the Initial Term or within 3 days after the termination of this Agreement for any reason other than the expiration of the Initial Term, whichever is applicable, the Customer may request by notice in writing to UDOMAIN to provide the Migration Services to the Customer, or to a third party service provider identified by the Customer or to extend the Services. UDOMAIN is entitled to charge for the Migration Services and the extension of the Services at its prices for such services current at that date and the Customer shall pay such charge within 7 days after receiving notice in writing by UDOMAIN. |
| 11.2 |
Where the Customer requests the Migration Services and makes full payment of the relevant charge in accordance with Clause 11.1, UDOMAIN shall: |
| |
11.2.1 |
deliver the Customer Software and the Content to the Customer, or to any successor ISP at addresses and locations designated by the Customer; |
| |
11.2.2 |
update its DNS tables to reflect the new IP addresses corresponding to the Website URLs as soon as reasonably practicable following receipt of notice from the successor ISP that it has established DNS service for the Website URLs; and |
| |
11.2.3 |
continue to provide a DNS service for the Website URLs for a period of 30 days following the date of expiry or termination of this Agreement. |
| 11.3 |
If no notice in writing is received by UDOMAIN or the Customer fails to make full payment of the relevant charge in accordance with Clause 11.1, UDOMAIN shall at its sole discretion: |
| |
11.3.1 |
remove, destroy and delete the Website, the Content, the Customer Software and other materials provided by the Customer. The Customer hereby expressly waives all its rights to claim loss and damage arising from or incidental to such removal, destroy and deletion against UDOMAIN. For the avoidance of doubt, UDOMAIN shall have no obligation to notify the Customer before such removal, destroy and deletion; or |
| |
11.3.2 |
continue to provide the Services to the Customer for such period as UDOMAIN deems fit before such removal, destroy and deletion as provided in Clause 11.3.1. UDOMAIN hereby expressly reserves its right to levy additional charge for such additional Service. |
|
| 12 |
ASSIGNMENT |
| |
The Customer shall not assign, transfer, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of UDOMAIN. |
|
| 13 |
WAIVER |
| 13.1 |
A waiver of any term, provision or condition of this Agreement on the part of UDOMAIN shall be effective only if given in writing and signed by UDOMAIN and then only in the instance and for the purpose for which it is given. |
| 13.2 |
No failure or delay on the part of UDOMAIN in exercising any right, power or privilege under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege. |
| 13.3 |
No breach of any provision of this Agreement on the part of the Customer shall be waived or discharged except with the express written consent of UDOMAIN. |
|
| 14 |
INVALIDITY AND SEVERABILITY |
| 14.1 |
If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, whether or not pursuant to any judgment or otherwise: |
| |
14.1.1 |
the validity, legality and enforceability under the law of that jurisdiction of any other provision; and |
| |
14.1.2 |
the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way. |
| 14.2 |
If any provision of this Agreement is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, that provision shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of this Agreement, the parties shall use their best endeavours to negotiate in good faith with a view to agreeing a substitute provision as closely as possible reflecting the commercial intention of the parties. |
|
| 15 |
NOTICES |
| 15.1 |
Each notice, demand or other communication to be given or made under this Agreement by UDOMAIN to the Customer shall be in writing and delivered or sent to the Customer at its address or fax number or e-mail address set out below (or such other address or fax number or e-mail address as the addressee has by five (5) days' prior written notice specified to UDOMAIN):-
To the Customer :-
Address : address of the Customer provided in the Order Form
Fax Number : fax number of the Customer provided in the Order Form
E-mail address : e-mail address of the Customer provided in the Order Form
|
| 15.2 |
Each notice, demand or other communication to be given or made under this Agreement by the Customer to UDOMAIN shall be in writing and delivered or sent to UDOMAIN at its address or fax number set out below (or such other address or fax number as the addressee has by five (5) days' prior written notice specified to the Customer):-
To UDOMAIN :-
Address : Unit 1702, 101 King's Road, North Point, HK
Fax Number : 2554 7215
|
| 15.3 |
Any notice, demand or other communication so addressed to the relevant party shall be deemed to have been delivered (a) if given or made by letter, when actually delivered to the relevant address; and (b) if given or made by fax or e-mail, as this Agreement may allow, when despatched. |
|
| 16 |
ENTIRE AGREEMENT |
| |
This Agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement save for any representation made fraudulently. |
|
| 17 |
RELATIONSHIP OF THE PARTIES |
| |
Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture, the agents of each other or any other co-operative entity. |
|
| 18 |
CONFLICT OF TERMS |
| |
Except as otherwise expressly provided in this Agreement in the event of any conflict between the terms of this Agreement and the Term Sheets, the terms of the Term Sheets shall prevail. |
|
| 19 |
GOVERNING LAW AND JURISDICTION |
| 19.1 |
This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation, shall be governed by and construed in accordance with the laws of Hong Kong. |
| 19.2 |
The parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong for the purpose of hearing and determining any suit, action or proceedings and/or settling any disputes arising out of or in connection with this Agreement. |
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