Category Archives: General
TERMS OF SERVICE between Handstand (UK) Ltd (“we“ or “Handstand”) and the customer who orders Handstand Hosting (“you” or “Customer”).
THE AGREEMENT. Your use of the Handstand Hosting is governed by these Terms of Service which includes, the Acceptable Use Policy, and the terms of your Order. Your Order may have additional terms that apply to the particular services in your Order. When we use the term “Agreement” in any of the Order, Terms of Service or Acceptable Use Policy we are referring collectively to all of them, including any product specific terms that apply to Handstand Hosting.
If you are entering into this Agreement for an entity, such as the company you work for, you warrant and represent to us that you have the legal authority to bind that entity to this Agreement.
1. Defined Terms
Some words used in the Agreement have particular meanings:
“Acceptable Use Policy” or “AUP” means the Acceptable Use Policy that is described in section 22 as of the date you submit the Order.
“Affiliate” means any and all legal entities which now or hereafter the ultimate parent of a party to this Agreement controls. For the purpose of this definition, “control” shall mean an entity, directly or indirectly, holding more than fifty per cent (50%) of the issued share capital, or more than fifty per cent (50%) of the voting power at general meetings, or which has the power to appoint and to dismiss a majority of the directors or otherwise to direct the activities of such legal entity.
“Business Day” or “Business Hour” means 8:00 a.m. – 8:00 p.m. Monday to Friday, excluding public holidays in the United Kingdom.
“Confidential Information” means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) unpublished prices and other terms of service, audit and security reports, product development plans, non-public information of the parties relating to their business activities or financial affairs, data centre designs (including non-graphic information you may observe on a tour of a data centre), server configuration designs, and other proprietary information or technology, and (ii) information that is marked or otherwise conspicuously designated as confidential. Information that is developed by one of us on our own, without reference to the other’s Confidential Information, or that becomes available to one of us other than through breach of the Agreement or applicable law, shall not be “Confidential Information” of the other party.
“Customer Data” means all data, records, files, input materials, reports, forms and other such items that are received, stored, or transmitted using the Services.
“Hosted System” means a combination of hardware, software and networking elements that comprise an information technology system.
“Order” means: (i) the online order that you submit or accept for the Services, (ii) any other written order (either in electronic or paper form) provided to you by Handstand for signature that describes the type or types of services you are purchasing, and that is signed by you, either manually or electronically, and (iii) your use or provisioning of the Services through a Handstand control panel or through an API.
“Personally Identifiable Information” or “PII” means a combination of any information that identifies an individual with that individual’s sensitive and non-public financial, health or other data or attribute, such as a combination of the individual’s name, address, or phone number with the individual’s national insurance or social security number or other government issued number, financial account number, date of birth, address, biometric data or mother’s maiden name.
“Services” means the software and services described in the Order and includes any services which you may self-provision through a Handstand control panel or which you utilise via an API.
“Support” means (i) Handstand employees with training and experience relative to the Services will be available “live” by telephone, chat and ticket during the Business Day, and (ii) any additional level of support offered by Handstand applicable to the specific Services ordered by you.
2. Handstand’s Obligations
Handstand’s obligations to begin providing to you the Services and Support described in your Order is contingent on your satisfaction of Handstand’s approval criteria and subject to these Terms of Service. Handstand will maintain stringent, in Handstand’s reasonable judgement, security practices that protect the underlying infrastructure.
3. Your Obligations
You agree to do each of the following: (i) comply with applicable law and the Acceptable Use Policy, (ii) use software in compliance with Section 20 (Software), (iii) pay when due the fees for the Services, (iv) use reasonable security precautions in connection with your use of the Services, including encrypting any PII transmitted to and from, and while stored on, the Services (including the underlying servers and devices), (v) cooperate with Handstand’s reasonable investigation of outages, security problems, and any suspected breach of the Agreement, (vi) keep your billing contact and other account information with us up to date, and (vii) immediately notify Handstand of any unauthorised use of your account or any other breach of security. In the event of a dispute between us regarding the interpretation of applicable law or the AUP, Handstand’s reasonable determination shall control. If there is a dispute with respect to any portion of an invoice, you shall pay the undisputed portion of the fees promptly and provide written details specifying the basis of any dispute. Each of us agrees to work together to promptly resolve any disputes.
Customer Data Security: In addition to the foregoing obligations, you acknowledge that you are solely responsible for taking steps to maintain appropriate security, protection and backup of Customer Data. Handstand’s security obligations with respect to Customer Data are limited to those obligations described in Section 2 (Handstand’s Obligations) above. Handstand makes no other representation regarding the security of Customer Data. Customer is solely responsible for determining the suitability of the Services in light of the type of Customer Data used with the Services.
You must maintain the security of your login credentials and may not share login credentials except as required to establish and authorise users in your account. You are responsible for designating authorised users under your account and limiting access of login credentials associated with your account.
4. Access to the Services
You may access the Services via Handstand control panels provided. Handstand may modify the tools at any time.
5. Service Level Agreement
The Service Level Agreement is part of this Agreement means those conditions and procedures stated in the Handstand Hosting SLA.
The initial term for each Order begins on the date we make the Services available for your use and continues for the period stated in the Order. If no period is stated in the Order, then the initial term shall be twelve (12) months. Upon expiration of the initial term, the Order will automatically renew for successive renewal terms of three (3) months each, unless and until one of us gives the other a written notice of non-renewal prior to the expiration of the initial term, or then-current renewal term, as applicable. You must follow Handstand’s non-renewal process and email [email protected] to give effective notice of non-renewal.
Please note, it may take up to fourteen (14) days for Handstand to process the notice of termination. During such time you will not have access to the Services.
Handstand may, but shall not be required to, maintain the data that you have stored on the Handstand system for the fourteen (14) day period at no additional fee to you. For avoidance of doubt these Terms of Service, excluding the Service Level Agreement, shall continue to apply during such period.
Handstand will charge you and you agree to pay when due the fees for the Services in accordance with your Order. Unless otherwise agreed in the Order, your billing cycle will be monthly, beginning on the date that Handstand first makes the Services available to you.
Handstand may suspend all Services (including services provided pursuant to any unrelated Order or other agreement we may have with you) if our charges remain unpaid for 7 days. Handstand may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If any amount is overdue by more than thirty (30) days, and Handstand brings a legal action to collect, or engages a collection agency, you must also pay Handstand’s reasonable costs of collection, including legal fees and court costs. Unless stated otherwise, fees are stated and will be charged in the same currency as per your Order. Any “credit” that we may owe you, such as a credit for failure to meet a Service Level Agreement, will be applied to fees due from you for Services, and will not be paid to you as a refund. If there is a dispute with respect to any portion of an invoice, you shall pay the undisputed portion of the fees promptly and provide written details specifying the basis of any dispute. Each of us agrees to work together to promptly resolve any disputes. Charges that are not disputed within sixty (60) days of the date charged are conclusively deemed accurate. You authorise Handstand to obtain a credit report at any time during the term of the Agreement.
8. Taxes on Services
Any and all prices applicable to the services that Handstand provides to its customers are exclusive of taxes. If Handstand is required by law to collect taxes on the provision of the Services, you must pay Handstand the amount of the tax that is due or provide Handstand with satisfactory evidence of your exemption from the tax. You must provide Handstand with accurate factual information to help Handstand determine if any tax is due with respect to the provision of the Services.
9. Fee Increases
We may increase your fees effective as of the first day of the renewal term that begins thirty (30) days from the day of our written notice of a fee increase. In addition, if during the initial term or renewal term there is an increase in the price index over the price index reported for the month in which you agreed your Order, we may increase your fees at any time during the term by the same percentage as the increase in the price index provided that we may not increase your fees pursuant to this sentence more often than once per twelve (12) months, and we must give you at least thirty (30) days’ advance written notice of the increase. For the purposes of this section 9, “price index” means the price index stated in section 37.
10.1 We may suspend the Services without liability if:
10.1.1 we reasonably believe that the Services are being used (or have been or will be used) in breach of the Agreement;
10.1.2 we discover that you are, or are affiliated in any manner with, a person who has used similar services abusively in the past;
10.1.3 you don’t cooperate with our reasonable investigation of any suspected violation of the Agreement;
10.1.4 we reasonably believe that the Services have been accessed or manipulated by a third party without your consent;
10.1.5 we reasonably believe that suspension of the Services is necessary to protect our network or our customers;
10.1.6 a payment for Services is overdue;
10.1.7 we are required by law or a regulatory or government body to suspend your Services; or
10.1.8 there is another event for which we reasonably believe that the suspension of Services is necessary to protect the Handstand network or our other customers.
10.2 We will give you advance notice of a suspension under this clause of at least twelve (12) Business Hours unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect Handstand or its other customers from imminent and significant operational, legal, or security risk. If the suspension was based on your breach of your obligations under the Agreement, then we may continue to charge you the fees for the Services during the suspension, and may charge you a reasonable reinstatement fee (at our discretion) upon reinstatement of the Services. If your Services are compromised, then you must address the vulnerability prior to Handstand placing the Services back in service or, at your request, we may be able to perform this work for you at our standard hourly rates as a supplementary service.
11. Termination for Convenience
You may terminate the Agreement for convenience thirty (30) days’ in advance of the end of the initial period or thirty (30) days in advance of the renewal period by written notice. You must follow Handstand’s non-renewal process and email [email protected] in order to give an effective notice of termination.
12. Termination for Breach
12.1 You may terminate the Agreement on written notice for breach if we:
12.1.1. materially fail to provide the Services as agreed and do not remedy that failure within ten (10) days of your written notice describing the failure; or
12.1.2. materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within thirty (30) days of your written notice describing the failure.
12.2 We may terminate the Agreement on written notice for breach if:
12.2.1. we discover that the information you provided for the purpose of establishing the Services is materially inaccurate or incomplete;
12.2.2. you did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer;
12.2.3. your payment of any invoiced amount is overdue and you do not pay the overdue amount within four (4) Business Days of our written notice;
12.2.4 you have made payment arrangements via credit card or other third party, and the third party refuses to honour our charges;
12.2.5. you fail to comply with any other obligation stated in the Agreement and do not remedy the failure within thirty (30) days of our written notice to you describing the failure;
12.2.6. you breach the AUP more than once even if you remedy each breach;
12.2.7 a credit report indicates that you no longer meet our reasonable credit criteria, provided that we will give you a reasonable opportunity to migrate your environment out of Handstand in an orderly fashion before we terminate on these grounds;
12.2.8 you use the Services in violation of the AUP and fail to remedy the violation within ten (10) days of our written notice; or
12.2.9. your agreement for any other Handstand service is terminated for breach of the acceptable use policy applicable to that service.
12.3 Either of us may terminate the Agreement if the other is unable to pay its debts or enters into liquidation or ceases for any reason to carry on business or takes or suffers any action which means that it may be unable to pay its debts.
13. Access to Data
13.1 You will not have access to your data stored on the Services during a suspension or following termination.
13.2 You have the option to create a snapshot and/or disk backup of your cloud servers, however it is your responsibility to initiate the snapshot and/or backup and test your backup to determine the quality and success of your backups. You will be charged for your use of backup services as listed in your Order.
13.3 We do not have knowledge of the data you store within the Handstand system, including the quantity, value or use of the data. You are therefore responsible to take all reasonable steps to mitigate the risks inherent in the provision of the Services, including data loss. Although the Service may be used as a backup service, you agree that you will maintain at least one (1) additional current copy of your programs and data stored on the Handstand system somewhere other than on the Handstand system. If you utilise Handstand backup services, Handstand are responsible for performing and testing restores as well as testing your systems and monitoring the integrity of your data.
14. Access to your Customer Data or Use of the Services
14.1 Handstand is not responsible to you for unauthorised access to your data or the unauthorised use of the Services unless the unauthorised access or use results from Handstand’s failure to meet its security obligations stated in the Agreement. You are responsible for the use of the Services by any employee of yours, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorised by you.
14.2 Handstand agrees that it will not use or disclose Customer Data, except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. Handstand agrees not to disclose the Customer Data to any third person except as follows:
14.2.1 to a law enforcement or government agency if requested or if either of us believes, in good faith, that the other’s conduct may violate applicable criminal law;
14.2.2 as required by law; or
14.2.3 in response to a court order or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven (7) days prior to disclosing Customer Data under this subsection (or prompt notice in advance of disclosure, if seven (7) days’ advance notice is not reasonably feasible), unless the law forbids such notice.
14.3 Customer Data is and at all times shall remain the exclusive property of Customer and will remain in the exclusive care, custody, and control of Customer.
15. Promises We Do Not Make
15.1 We do not promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Customer Data, Confidential Information, and property. Handstand has no obligation to provide security other than as stated in this Agreement. We disclaim any and all warranties not expressly stated in the Agreement to the maximum extent permitted by law including the implied warranties relating to satisfactory quality and fitness for a particular purpose. You are solely responsible for the suitability of the Service chosen, including the suitability as it relates to your Customer Data. The Services are provided AS IS subject to any applicable Service Level Agreement (as described at Section 5 (Service Level Agreement) above). Any services that we are not contractually obligated to provide but that we may perform for you at your request and without additional charge is provided AS IS, including any services that are deemed Unsupported.
15.2 Some of the services are designed to help you comply with various regulatory requirements that may be applicable to you. However, you are responsible for understanding the regulatory requirements applicable to your business and for selecting and using those services in a manner that complies with the applicable requirements.
15.3 You are solely responsible for determining the suitability of the Services for your use in light of any applicable regulations such as data privacy laws and data protection regulations.
16. Export Matters
You represent and warrant that you are not located in or a national of any country that is embargoed or highly restricted under export regulations or are otherwise a person to whom Handstand is legally prohibited to provide the Services. You represent and warrant and undertake that you will not possess, use, import, export or resell (and shall not permit the possession, use, importation, exportation, or resale of) the Services or any information or technical data provided by Handstand to you under this Agreement in any manner which would cause Handstand to breach any applicable export control laws, rules, or regulations of any jurisdiction (including without limitation those under UK law).
17. Confidential Information
17.1 Each of us agrees not to use the other’s Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other’s Confidential Information to any third person except as follows:
17.1.1 to each of our respective service providers, agents, and representatives, provided that such service providers, agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in these Terms of Service;
17.1.2 to a law enforcement or government agency if requested or if either of us believes, in good faith, that the other’s conduct may violate applicable criminal law;
17.1.3 as required by law; or
17.1.4 in response to a court order or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven (7) days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven (7) days’ advance notice is not reasonably feasible), unless the law forbids such notice.
18. Limitation on Damages
18.1 Subject to clause 18.2, but without prejudice to your right to service credits under the applicable Service Level Agreement:
18.1.1 the maximum aggregate liability of Handstand for direct loss or damages whether in tort (including, without limitation, negligence), contract or otherwise in connection with the Services shall not exceed the greater of (i) the amount of fees you paid for the Services for the six (6) months prior to the occurrence of the event giving rise to the claim, or (ii) Fifty Thousand Pounds Sterling (£50,000) or the equivalent sum in the currency applicable to your Order.
18.1.2 neither of us (nor any of our employees, agents, Affiliates, or suppliers) shall be liable to the other for:
22.214.171.124 any indirect, special, incidental or consequential loss or damages of any kind;
126.96.36.199 any loss of profit;
188.8.131.52 any loss of business;
184.108.40.206 any loss of data;
220.127.116.11 any anticipated savings or revenue; or
18.104.22.168 any loss that could have been avoided by the damaged party’s use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages.
18.2 Nothing in this Agreement limits or excludes either party’s liability for any loss or damages resulting from:
18.2.1 death or personal injury caused by its negligence;
18.2.2 any fraud or fraudulent misrepresentation.
18.3 The service credits stated in the Service Level Agreement are your exclusive remedy for Handstand’s failure to meet the guarantees for which service credits apply.
19.1 If we, or any of our respective employees, agents, or suppliers (the “Indemnitees”) are faced with a legal claim by a third party arising out of your actual or alleged negligence, breach of law, failure to meet the security obligations required by the Agreement, breach of the AUP, breach of your agreement with your customers or end users, or breach of Section 16 (Export Matters) of these Cloud Terms of Service, then you will pay the cost of defending the claim (including reasonable legal fees) and any damages award, fine, or other amount that is imposed on the Indemnitees as a result of the claim. Your obligations under this clause include claims arising out of the acts or omissions of your employees or agents, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorised by you. If you resell the Services, the grounds for indemnification stated above also include any claim brought by your customers or end users arising out of your resale of the Services. You must also pay reasonable legal fees and other expenses we incur in connection with any dispute between persons having a conflicting claim to control your account with Handstand, or any claim by your customer or end user arising from an actual or alleged breach of your obligations to them.
19.2 We will choose legal counsel to defend the claim, provided that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defence of the claim. We may not settle the claim without your consent, although such consent may not be unreasonably withheld, delayed or conditioned.
You must pay reasonable legal fees and expenses due under this clause as we incur them.
All software that we provide for your use is subject to the terms of this Agreement, including software that we may authorise you to install on devices located outside of our data centre.
You may not use any software we provide after the expiration or termination of this Agreement, or the particular service for which it was provided, and you may not copy the software unless expressly permitted by the Agreement. You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any software we provide. Unless permitted by the terms of an open source software licence, you may not reverse engineer, decompile or disassemble any software we provide except and to the extent that you are expressly permitted by applicable law to do this, and then following at least ten (10) days’ advance written notice to us. Any additional restrictions which may apply to software we utilise in the performance of the Services will be specified in the applicable Order.
In addition to the terms of our Agreement, your use of any Microsoft® software is governed by: (i) Microsoft’s licence terms for client or redistributable software, (ii) Microsoft’s licence terms for use of Microsoft software on the Handstand Cloud under the licence mobility program, and (iii) any use restrictions on your use of the Microsoft software as indicated in your Order, such as a limitation on the number of users (a “SAL” licence).
21. Who May use the Services
You may resell the Services, except as provided below or otherwise restricted by Handstand. If you resell Services, you are responsible for use of the Services by any third party to the same extent as if you were using the Services yourself. If you resell any part of the Services that includes Microsoft software, then you must include those Microsoft terms described in Section 20 (Software) above in a written agreement with your customers as well as the content of Section 26 (No High Risk Use). Handstand will provide support only to you, not to your customers, subsidiaries or Affiliates. There are no third party beneficiaries to the Agreement, meaning that your customers, subsidiaries, Affiliates, and other third parties do not have any rights against either of us under the Agreement.
22. Acceptable Use Policy
The Acceptable Use Policy stated in Handstand AUP is incorporated into the Agreement by this reference and governs your use of any Services provided from Handstand offices and/or data centres in the United Kingdom.
23. Change to the Acceptable Use Policy
23.1 We may change the Acceptable Use Policy to reflect changes in law, regulation or accepted industry practice. If we make a change to the AUP we will publish a revised version of the AUP to you. The revised AUP will become effective as to you on the first to occur of:
23.1.1 the first day of a renewal term for the Agreement that begins at least thirty (30) days after the time that the revised AUP has been posted;
23.1.2 your execution of a new or additional Order for your account that incorporates the revised AUP by reference; or
23.1.3 thirty (30) days following our written notice to you of the revision to the AUP.
23.2 If your compliance with the revised AUP would adversely affect your use of the Services, and you give a written notice of your objection no later than thirty (30) days following the date that the revised AUP would otherwise have become effective as to you, we will not enforce the revision as to you until sixty (60) days following the date the revision would otherwise have become effective as to you, and you will continue to be subject to the prior version. During the sixty (60) day period, you may elect to terminate the Agreement on these grounds by giving written notice. We will not charge you an early termination fee for a termination on these grounds. If you do not elect to terminate during the sixty (60) day period, then the revised AUP will become effective as to you as of the end of the sixty (60) day period. If you terminate your Services under this Subsection, we may decide to waive that change as to you and keep your Agreement in place for the remainder of the term.
24. Data Protection
24.1 You agree that you will comply with the Data Protection Act (1998) with respect to all personal data collected, accessed, processed and used by you, and hosted by Handstand, including making any required notifications to, or obtaining required consents from, third parties in relation to Handstand hosting personal data in connection with the Services.
You agree that Handstand may give its Affiliates and subcontractors access to personal data which you store through your use of the Services. For example, we may provide an Affiliate with access to the Services so that the Affiliate may provide support to you during our off business hours.
Your routine communications regarding the Services, including any notice of non-renewal, should be sent to your Handstand account team via email. If you want to give us a notice regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter, you should send it by electronic mail and first-class post to:
Handstand (UK) Ltd
The Surrey Technology Centre
40 Occam Road
Handstand’s routine communications regarding the Services and legal notices will be sent to the individual(s) you designate as your contact(s) on your account either by electronic mail, first class post, or overnight courier, except that Handstand may give notice of an amendment to the AUP by posting the notice on the Handstand website. Notices are deemed received as of the time delivered, or if that time does not fall within a Business Day, as defined above, as of the beginning of the first Business Day following the time delivered, except that notices of AUP amendments are deemed delivered as of the first time that you log on to the Handstand Cloud admin tools after the time that the notice is posted. For purposes of counting days for notice periods, the Business Day on which the notice is deemed received counts as the first day. Notices must be given in the English language.
26. No High Risk Use
You may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, you may not use, or permit any other person to use, the Services in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or medical support devices.
27. Ownership of Intellectual Property
Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights, and other intellectual property. Any intellectual property developed by Handstand during the performance of the Services shall belong to Handstand unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.
28. Ownership of Other Property
You do not acquire any ownership interest in or right to possess the System, and you have no right of physical access to the System. We do not acquire any ownership interest in or right to the information you transmit to or from or store on your Handstand System or other devices or media.
29. Intellectual Property Infringement
If Handstand or any of its customers is faced with a credible claim that the Services infringe the intellectual property rights of a third party, and Handstand is not reasonably able to obtain the right to use the infringing element or modify the Services such that they do not infringe, then Handstand may terminate the Services on reasonable notice of at least ninety (90) days, and will not have any liability on account of such termination except to refund amounts paid for Services not used as of the time of termination.
30. IP Addresses
Upon expiration or termination of the Agreement, you must discontinue use of the Services and relinquish use of the IP addresses and server names assigned to you by Handstand in connection with Services, including pointing the DNS for your domain name(s) away from Handstand Hosting. You agree that Handstand may, as it determines necessary, make modifications to DNS records and zones on Handstand managed or operated DNS servers and services.
31. Services Management Agent
You agree that you will not interfere with any services management software agent(s) that Handstand installs on your Services. Handstand agrees that its agents will use only a minimal amount of computing resources, and will not interfere with your use of the Services. Handstand will use the agents to track system information so that it can more efficiently manage various service issues. Your Services will become “Unsupported” if you disable or interfere with our services management software agent(s). You agree that Handstand may access your Services to reinstall services management software agents if you disable them or interfere with their performance.
Neither party may assign the Agreement without the prior written consent of the other party except that Handstand may assign the Agreement to an Affiliate with sufficient financial standing in order to meet its obligations under this Agreement or as part of a bona fide corporate reorganisation or a sale of its business. Handstand may use third party service providers to perform all or any part of the Services, but Handstand remains responsible to you under this Agreement for Services performed by its third party service providers to the same extent as if Handstand performed the Services itself.
You agree that we may publicly disclose that we are providing Services to you and may use your name and logo to identify you as our customer to other prospective customers. We will not use your name or logo in a manner that suggests an endorsement or affiliation.
34. Services Provided by Third Parties
Handstand personnel may from time to time recommend third-party software or other products and services for your consideration and may also make available to you, third-party products or services, including third-party applications through deployment or implementation tools. HANDSTAND MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING PRODUCTS AND SERVICES THAT ARE NOT PURCHASED FROM HANDSTAND. Your use of any such third-party products and services is governed by the terms of your agreement with the provider of those products and services.
35. Force Majeure
Neither of us will be in breach of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organised labour action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.
36. Governing Law and Jurisdiction
The Agreement is governed by the English law and each of us expressly and unconditionally submits to the exclusive jurisdiction of the courts of England and Wales except that Handstand may seek to enforce any judgment anywhere in the world where you may have assets. Each of us agrees that it will not bring a claim under the Agreement more than two (2) years after the event giving rise to the claim occurred.
37. Price Index
The price index described in Section 9 of the Agreement means the Consumer Price Index as published by the National Office for Statistics.
The individual who submits an Order for Services warrants and represents that he or she does so on behalf of a business, company or other legal entity and not as a consumer. If the individual placing the Order is a consumer, Handstand reserves the right to cancel the Order at any time at its sole discretion.
39. Some Agreement Mechanics
39.1 Changes to the Terms on Website. These Cloud Terms of Service may have been incorporated in your Order by reference to a page on the Handstand website. Although we may from time to time revise the Cloud Terms of Service posted on that page, those revisions will not be effective as to an Order that we accepted prior to the date we posted the revision, and your Order will continue to be governed by the Cloud Terms of Service posted on the effective date of the Order. However, any amended Cloud Terms of Service will become effective the earlier of either your acceptance of the amended Cloud Terms of Service, your continued use of the Services after notice of the amended Cloud Terms of Service, or thirty days after the date Handstand posts such amended Cloud Terms of Service on the Handstand website. In addition, if over time you sign multiple Orders for a single account, then the Cloud Terms of Service incorporated into the latest Order posted on the effective date of the latest Order will govern the entire account. Handstand may accept or reject any Order you submit in its sole discretion. Handstand’s provisioning of the Services described in an Order shall be Handstand’s acceptance of the Order.
39.2 Modifications. An Order may be amended by a formal written agreement signed by both parties, or by an exchange of correspondence, including electronic mail, that includes the express consent of an authorised individual for each of us. Any such correspondence that adds or modifies Services in connection with an account established by an Order shall be deemed to be an amendment to that Order, notwithstanding the fact that the correspondence does not expressly refer to the Order.
Other than as stated herein, the Agreement may be modified only by a formal document signed by both parties.
39.3 The Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter and supersedes and replaces any prior understanding or communication, written or oral. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of Handstand which is not set out in the Agreement.
39.4 Order of Precedence. If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: Order, Cloud Terms of Service, and the Acceptable Use Policy. Each of us may enforce each of our respective rights under the Agreement even if we have waived the right or failed to enforce the same or other rights in the past. The captions in the Agreement are for convenience only and are not part of the Agreement.
39.5 No Waiver. Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past.
39.6 Unenforceable Provisions. If any part of the Agreement is found unenforceable by a court, the rest of the Agreement will nonetheless continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the parties underlying the Agreement.
39.7 No Partnership. The relationship between the parties is that of independent contractors and not business partners. Neither party is the agent for the other, and neither party has the right to bind the other to any agreement with a third party.
39.8 Changes Not Made Known. If you have made any change to the Agreement documents that you did not bring to our attention in a way that is reasonably calculated to put us on notice of the change, the change shall not become part of the Agreement.
39.9 The headings used in this Agreement are for reference only and form no part of the contract between you and Handstand.
40. Prices Applicable to Services
For the avoidance of doubt, any and all prices applicable to the Services are exclusive of Value Added Tax (VAT).
This Agreement is the complete and exclusive agreement between you and Handstand regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral.
Handstand have over a decade of experience in providing IT services, hosting and support. Beyond the core set of IT services that a business relies upon, we help define key processes and deliver solutions to ensure that technology enhances your organisation.
We are proudly ISO 27001 UKAS certified which proves our skills and commitment to the security of information for our customers.
We operate from the Surrey Technology Centre based in Guildford Surrey and we deliver Mission Critical Cloud Technology infrastructure from our UK based data centres, third-party sites or on-premise to customers worldwide.
Handstand provide a no-obligation, completely free, proof of concept service to all prospective customers. Please call Kingsley Ross on 01483 802444 or email [email protected] for a further discussion.