Terms of Service

These Terms of Service govern the supply of APII.IO's hosting services.

APII.IO will ask for the Customer's express written acceptance of these Terms of Service before providing hosting services to the Customer.

Please read these Terms of Service carefully.

Words and phrases with special meanings in these Terms of Service are indicated by initial capital letters. For details, see Clause 19.

1. Term

1.1 The Contract shall come into force upon the Effective Date.

1.2 The Contract shall continue in force indefinitely, subject to termination in accordance with Clause 15 or any other provision of these Terms of Service.

1.3 Unless the parties expressly agree otherwise in writing, each Order Form shall create a distinct contract under these Terms of Service.

1.4 If APII.IO provides a domain name to the Customer as part of a package of Services, the Terms for Domain Names shall apply in relation to that free domain name, and not these Terms of Service.

2. Hosting Services

2.1 The Hosting Platform will automatically generate a Hosting Account for the Customer on the Effective Date and will provide to the Customer login details for that Hosting Account

2.2 APII.IO hereby grants to the Customer a right to use the Hosting Account and the Hosting Services for the personal and/or business purposes of the Customer in accordance with any relevant documentation supplied by APII.IO to the Customer during the Term.

2.3 The Hosting Account may only be used by the Customer and, if the Customer is a business, the officers, employees, agents and subcontractors of the Customer.

2.4 Except to the extent expressly permitted in these Terms of Service or required by law on a non-excludable basis, the right granted by APII.IO to the Customer under Clause 2.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosting Account or Hosting Services;
(b) the Customer must not permit any unauthorised person to access or use the Hosting Account or Hosting Services.

2.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to Hosting Account access details, to ensure that no unauthorised person may gain access to the Hosting Account or any element of the Hosting Services that is accessible using the Hosting Account.

2.6 The Hosting Account, Hosting Services and Hosting Platform shall be subject to the applicable Resource Limits, and the Customer must observe those Resource Limits. APII.IO may use technical measures to enforce the Resource Limits but shall have no obligation to do so. The Customer acknowledges that, if it wishes to exceed the Resource Limits, the Customer must purchase additional capacity in advance.

2.7 If a shared virtual server is provided to the Customer, the Customer shall have no administrative access or rights in relation to the operating system for that server; whereas if a virtual private server or dedicated server is provided to the Customer, then the Customer shall be granted administrative access and rights in relation to that server, in which case the Customer shall be responsible for the security, updating and general maintenance of that server save to the extent that APII.IO is responsible for the relevant function through the provision of Server Management Services.

2.8 The SLA shall govern the availability of the Hosting Services.

2.9 The Customer must comply with the Acceptable Use Policy and must ensure that all persons using the Hosting Account, or using the Hosting Services with the authority of the Customer, comply with the Acceptable Use Policy.

3. Server Management Services

3.1 APII.IO shall provide the Server Management Services to the Customer in relation to the Hosting Platform in the following circumstances:
(a) if the Customer's Hosting Platform is a shared hosting server; and
(b) otherwise, if specified in the Order Form, providing that the Customer pays the applicable Charges for the Server Management Services in advance.

3.2 The Server Management Services shall be subject to those limitations and restrictions:
(a) specified on the APII.IO Website on the date that those Server Management Services are ordered by the Customer; or
(b) notified by APII.IO to the Customer in writing from time to time.

4. General Customer obligations

4.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to APII.IO, or procure for APII.IO, such:
(a) co-operation, support and advice;
(b) information and documentation; and
(c) consents, waivers and licences,
as are reasonably necessary to enable the Customer to use the Services and APII.IO to perform its obligations under the Contract.

4.2 The Customer warrants that all information provided to APII.IO is complete, accurate and up to date and shall inform APII.IO of any changes to this information without delay.

4.3 The Customer must comply with all applicable laws in relation to its use of the Services.

5. Hosted Data

5.1 The Customer hereby grants to APII.IO a non-exclusive licence to copy, reproduce, store, distribute, publish and edit the Hosted Data to the extent reasonably required for the performance of APII.IO's obligations and the exercise of APII.IO's rights under the Contract, together with the right to sub-license these rights.

5.2 The Customer warrants to APII.IO that the Hosted Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation.

5.3 If APII.IO reasonably suspects that any element of the Hosted Data breaches Clause 5.2, or breaches any provision of the Acceptable Use Policy, APII.IO may delete the relevant Hosted Data, subject always to its compliance with the Data Protection Laws.

6. Back-ups

6.1 APII.IO may create a back-up copy of the Hosted Data from time to time and may following receipt of a written request from the Customer seek to restore the Hosted Data to the Hosting Platform from such back-up copy. However, APII.IO gives no guarantees in relation to the creation of back-up copies or the restoration of Hosted Data.

7. Charges

7.1 The Customer shall pay the Charges to APII.IO in accordance with these Terms of Service.

7.2 All amounts stated in or in relation to these Terms of Service are, unless the context requires otherwise, stated exclusive of any applicable VAT.

7.3 If the Customer is registered for VAT, then the Customer must provide its VAT registration number to APII.IO on the Order Form; and if the Customer becomes or ceases to be registered for VAT during the Term, the Customer must immediately notify APII.IO of its change of status and, where applicable, its VAT registration number.

7.4 APII.IO may elect to vary any element of the Charges by giving to the Customer written notice of the variation, providing that such notice will only be effective at the end of the second calendar month following the calendar month in which such notice is given. If the Customer objects to any variation of the Charges, its only remedy is to terminate the Contract in accordance with Clause 15.

7.5 If the Customer purchases an increase to the Resource Limits during any period with respect to which Charges have been paid, the Charges for the increased Resource Limits for the remainder of that period will be calculated by APII.IO on a pro rata basis.

8. Payments

8.1 The Customer must pay the Charges to APII.IO before the commencement of the corresponding Services or period of Services.

8.2 The Customer must pay the Charges by debit card, credit card, PayPal or bank transfer (using such payment details as are notified by APII.IO to the Customer from time to time).

8.3 If the Customer does not pay any amount properly due to APII.IO under these Terms of Service, APII.IO may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) if the Customer is not a consumer, claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

8.4 APII.IO may suspend the provision of any or all of the Services if any amount due to be paid by the Customer to APII.IO under the Contract is overdue.

9. Cancellation right

9.1 This Clause 9 applies if and only if the Customer enters into the Contract with APII.IO as a consumer - that is, as an individual acting wholly or mainly outside the Customer's trade, business, craft or profession.

9.2 The Customer may withdraw an offer to enter into the Contract with APII.IO at any time; and the Customer may cancel the Contract entered into with APII.IO at any time within the period:
(a) beginning when the Contract was entered into; and
(b) ending at the end of 14 days after the day on which the Contract was entered into, subject to Clause 9.3. The Customer does not have to give any reason for the withdrawal or cancellation.

The Customer agrees that APII.IO may begin the provision of services before the expiry of the period referred to in Clause 9.2, and the Customer acknowledges that, if APII.IO does begin the provision of services before the end of that period, then:
(a) if the services are fully performed, the Customer will lose the right to cancel referred to in Clause 9.2; and
(b) if the services are partially performed at the time of cancellation, the Customer must pay to APII.IO an amount proportional to the services supplied or APII.IO may deduct such amount from any refund due to the Customer in accordance with this Clause 9.

9.4 In order to withdraw an offer to enter into the Contract or cancel the Contract on the basis described in this Clause 9, the Customer must inform APII.IO of the Customer's decision to withdraw or cancel (as the case may be). The Customer may inform APII.IO by means of any clear statement setting out the decision. In the case of cancellation, the Customer may inform APII.IO using the cancellation form that APII.IO will make available to the Customer. To meet the cancellation deadline, it is sufficient for the Customer to send its communication concerning the exercise of the right to cancel before the cancellation period has expired.

9.5 If the Customer withdraws an offer to enter into the Contract, or cancels the Contract, on the basis described in this Clause 9, the Customer will receive a full refund of any amount the Customer paid to APII.IO in respect of the Contract, except as specified in this Clause 9.

9.6 APII.IO will refund money using the same method used to make the payment unless the Customer has expressly agreed otherwise. In any case, the Customer will not incur any fees as a result of the refund.

9.7 APII.IO will process the refund due to the Customer as a result of a cancellation on the basis described in this Clause 9 without undue delay and, in any case, within the period of 14 days after the day on which APII.IO is informed of the cancellation.

10. Data protection

10.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

10.2 The Customer warrants to APII.IO that it has the legal right to disclose all Personal Data that it does in fact disclose to APII.IO under or in connection with the Contract.

10.3 Save to the extent that APII.IO is acting as a processor in relation to Personal Data, the Customer shall only supply to APII.IO, and APII.IO shall only process, in each case under or in relation to the Contract, the Personal Data of persons whose data forms part of the Hosted Data, which may be of any type; and APII.IO shall only process the Customer Personal Data for the following purposes: the provision and monitoring of the Hosting Services.

10.4 APII.IO shall only process the Customer Personal Data during the Term and for not more than 6 months following the end of the Term, subject to the other provisions of this Clause 10.

10.5 APII.IO shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area and the United Kingdom), as set out in these Terms of Service or any other document agreed by the parties in writing.

10.6 APII.IO shall promptly inform the Customer if, in the opinion of APII.IO, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

10.7 Notwithstanding any other provision of the Contract, APII.IO may process the Customer Personal Data if and to the extent that APII.IO is required to do so by applicable law. In such a case, APII.IO shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

10.8 APII.IO shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

10.9 APII.IO shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

10.10 APII.IO must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, APII.IO shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Contract on 7 days' written notice to APII.IO, providing that such notice must be given within the period of 7 days following the date that APII.IO informed the Customer of the intended changes. APII.IO shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on APII.IO by this Clause 10.

10.11 APII.IO shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

10.12 APII.IO shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. APII.IO may charge the Customer at its standard time-based charging rates for any work performed by APII.IO at the request of the Customer pursuant to this Clause 10.12.

10.13 APII.IO must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after APII.IO becomes aware of the breach.

10.14 APII.IO shall make available to the Customer all information necessary to demonstrate the compliance of APII.IO with its obligations under this Clause 10 and the Data Protection Laws. APII.IO may charge the Customer at its standard time-based charging rates for any work performed by APII.IO at the request of the Customer pursuant to this Clause 10.14.

10.15 APII.IO shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

10.16 APII.IO shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of APII.IO's processing of Customer Personal Data with the Data Protection Laws and this Clause 10. APII.IO may charge the Customer at its standard time-based charging rates for any work performed by APII.IO at the request of the Customer pursuant to this Clause 10.16.

10.17 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Contract, then APII.IO may upon at least 30 days' written notice to the Customer vary the Contract as may be necessary to remedy such non-compliance./p>

11. Limited warranties

11.1 Subject to Clause 13.1 and the express provisions of these Terms and Conditions, the Services are provided on an "as is" and "as available" basis. In particular, APII.IO gives no warranty or representation that:
(a) the Services will meet the Customer's requirements;
(b) the Services will be uninterrupted, timely, secure or error-free; or
(c) any results obtained from the Services will be accurate, complete or current.

11.2 The Customer acknowledges that, notwithstanding any timetable for the provision of Services notified by APII.IO or agreed by the parties, the time for provision of Services shall not be of the essence of the Contract.

11.3 All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms of Service. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

12. Indemnities

12.1 The Customer shall indemnify and shall keep indemnified APII.IO against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by APII.IO and arising directly or indirectly as a result of:
(a) any breach or alleged breach by the Customer of Clause 5.2; and
(b) any contravention of the Data Protection Laws by the Customer.

12.2 The indemnity protection set out in this Clause 12 shall not be subject to the limitations and exclusions of liability set out in the Contract.

13. Limitations and exclusions of liability

13.1 Nothing in these Terms of Service will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party's statutory rights will not be excluded or limited by these Terms of Service, except to the extent permitted by law.

13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms of Service:
(a) are subject to Clause 13.1; and
(b) govern all liabilities arising under these Terms of Service or relating to the subject matter of these Terms of Service, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms of Service.

13.3 APII.IO will not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

13.4 APII.IO will not be liable to the Customer in respect of any loss of profits or anticipated savings.

13.5 APII.IO will not be liable to the Customer in respect of any loss of revenue or income.

13.6 APII.IO will not be liable to the Customer in respect of any loss of business, contracts or opportunities.

13.7 APII.IO will not be liable to the Customer in respect of any loss or corruption of any data, database or software, providing that this shall not limit the liability of APII.IO under Clause 10.

13.8 APII.IO will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

13.9 The liability of APII.IO to the Customer under the Contract in respect of any event or series of related events shall not exceed the greater of:
(a) GBP 500; and
(b) the total amount paid and payable by the Customer to APII.IO under the Contract in the 12-month period preceding the commencement of the event or events.

13.10 The aggregate liability of APII.IO to the Customer under the Contract shall not exceed GBP 5,000.

13.11 APII.IO will not be liable to the Customer for any loss or damage arising out of any breach of the Contract to the extent that such breach is caused by any failure or non-availability of any third party service.

14. Force Majeure Event

14.1 If a Force Majeure Event gives rise to a failure or delay in APII.IO performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15. Termination

15.1 Either party may terminate the Contract by giving to the other party written notice of termination, in which case the Contract will terminate at the end of the calendar month following the calendar month in which such notice is given, subject to the following:
(a) in the case of termination by APII.IO, if the Customer has purchased 12 months of Hosting Services, such termination will not be effective until the end of that 12-month period; and
(b) in the case of termination by the Customer, such notice may be given using the "Cancel" button in the Hosting Account.

15.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if the other party commits any breach of the Contract.

15.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
(d) if that other party is an individual: (i) that other party dies; (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (iii) that other party is the subject of a bankruptcy petition or order.

15.4 APII.IO may terminate the Contract immediately by giving written notice to the Customer, or by cancelling the Hosting Account, if any amount due to be paid by the Customer to APII.IO under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given.

16. Effects of termination

16.1 Upon the termination of the Contract, all of the provisions of these Terms of Service shall cease to have effect, save that the following provisions of these Terms of Service shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 8, 10, 12, 13, 16, 18 and 19.

16.2 Except to the extent that these Terms of Service expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

16.3 Following termination, APII.IO will retain the Hosted Data as constituted at the date of effective termination, and the Customer may at any time within the period of 3 months following that date request that APII.IO provide a copy of such data to the Customer. Promptly following receipt of such a request, APII.IO will provide a copy of such data to the Customer, in such form as APII.IO may determine, without charge to the Customer.

16.4 The Customer acknowledges that APII.IO may delete the Hosted Data at any time following the end of the period referred to in Clause 16.3.

16.5 The Customer will not be entitled to any refund of Charges upon the termination of the Contract.

17. Subcontracting

17.1 Subject to any express restrictions elsewhere in these Terms of Service, APII.IO may subcontract any of its obligations under the Contract.

17.2 APII.IO shall remain responsible to the Customer for the performance of any subcontracted obligations.

18. General

18.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

18.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

18.3 APII.IO may vary the Contract (including the Resource Limits) by written notice to the Customer:
(a) providing that such notice will only be effective at the end of the second calendar month following the calendar month in which such notice is given; or
(b) providing that such variation is reasonably required to ensure that changes in applicable law do not result in one or both parties ceasing or failing to comply with the law.
Subject to the preceding provisions of this Clause 18.3, the Contract may only be varied by a written document signed by or on behalf of each of the parties.

18.4 The Customer hereby agrees that APII.IO may assign APII.IO's contractual rights and obligations under the Contract to any third party - providing that where the Customer is a consumer such action does not serve to reduce the guarantees benefiting the Customer under the Contract. Save to the extent expressly permitted by applicable law, the Customer must not without the prior written consent of APII.IO assign, transfer or otherwise deal with any of the Customer's contractual rights or obligations under the Contract.

18.5 The Contract 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 the Contract are not subject to the consent of any third party.

18.6 Subject to Clause 13.1, an Order Form, together with these Terms of Service, the SLA, the Acceptable Use Policy and the Complaints Procedure, shall constitute the entire agreement between the parties in relation to the subject matter of these Terms of Service, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

18.7 The Contract shall be governed by and construed in accordance with English law.

18.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

19. Definitions

19.1 In these Terms of Service, except to the extent expressly provided otherwise:

"Acceptable Use Policy" means the acceptable use policy of APII.IO relating to the Services, as published on the APII.IO Website from time to time;

"APII.IO" means APII.IO Limited, a company incorporated in England and Wales (registration number 11208805) having its registered office at Winnington House, 2 Woodberry Grove, Finchley, London, N12 0DR;

"APII.IO Website" means the website of APII.IO at https://apii.io/ and any successor to that website from time to time;

"Business Day" means any weekday other than a bank or public holiday in England;

"Charges" means:
(a) the amounts specified in the Order Form; and
(b) such other amounts as are identified or specified in these Terms and Conditions or agreed in writing by the parties from time to time, subject to variations in accordance with these Terms of Service;

"Complaints Procedure" means the complaints procedure of APII.IO, as published on the APII.IO Website from time to time;

"Contract" means a contract made under these Terms of Service between APII.IO and the Customer;

"Customer" means the person or entity identified as such in the Order Form;

"Customer Personal Data" means any Personal Data that is processed by APII.IO on behalf of the Customer in relation to the Contract;

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while they are in force and applicable, the United Kingdom's Data Protection Act 2018 and the General Data Protection Regulation (Regulation (EU) 2016/679);

"Effective Date" means, following the Customer completing and submitting the Order Form, the date upon which APII.IO sends to the Customer an order confirmation;

"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 the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Data" means all data, works and materials: uploaded to or stored on the Hosting Platform by the Customer, or by any third party using any software made available by the Customer means of the Hosting Platform; transmitted by the Hosting Platform at the instigation of the Customer, or at the instigation of any third party using any software made available by the Customer means of the Hosting Platform; or supplied by the Customer to APII.IO for uploading to, transmission by or storage on the Hosting Platform;

"Hosting Account" means an online account enabling a person to configure and manage the Hosting Services (but excluding sub-accounts granted by the Customer acting as a reseller for the Hosting Services);

"Hosting Platform" means the platform managed by APII.IO and used by APII.IO to provide the Hosting Services, including any application, database, system and server software used to provide the Hosting Services, and the computer hardware on which that application, database, system and server software is installed;

"Hosting Services" means those web hosting and email hosting services specified on the APII.IO Website from time to time, which will be made available by APII.IO to the Customer as a service via the internet in accordance with these Terms of Service (including hosting services provided by means of a virtual shared server, a virtual private server and/or a dedicated server);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models and rights in designs);

"Order Form" means an online order form for the Hosting Services published on the APII.IO Website and completed and submitted by the Customer and referencing these Terms of Service;

"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

"Resource Limits" means the resource limits relating to the Hosting Account, Hosting Services and/or Hosting Platform (including storage capacity limits) specified on the APII.IO Website on the Effective Date;

"Server Management Services" means monitoring the Hosting Platform and updating the operating system for the Hosting Platform; and, in relation to virtual private servers and dedicated services, the installation of new modules for the operating system of the Hosting Platform;

"Services" means any services that APII.IO provides to the Customer, or has an obligation to provide to the Customer, under the Contract;

"SLA" means the service level agreement of APII.IO relating to the Services, as published on the APII.IO Website from time to time;

"Term" means the term of the Contract, commencing in accordance with Clause 1.1 and ending in accordance with Clause 1.2; and

"Terms of Service" means all the documentation containing the provisions of the Contract, including any amendments to that documentation from time to time.

Service Level Agreement

1. Introduction

1.1 This Service Level Agreement sets out our support and availability commitments relating to our hosting services.

2. Support

2.1 You should send all requests for support to us using the ticketing system that we designate from time to time.

2.2 We will acknowledge receipt of all customer communications promptly.

2.3 We will use reasonable endeavours to resolve issues notified by you as follows:
(a) technical support requests, within 1 business day following notification; and
(b) billing issues, within 2 business days following notification.

2.4 Notwithstanding the foregoing, we do not guarantee to resolve issues within any particular time period.

3. Availability

3.1 We will use reasonable endeavours to ensure that the uptime for the hosting services is at least 99.9% during each calendar month.

3.2 For these purposes, "uptime" means the percentage of time during a given period when the hosting services are available at the gateway between public internet and our network.

4. Downtime

4.1 For the avoidance of doubt, downtime caused directly or indirectly by any of the following will not constitute a breach of our contract with you:
(a) any event or events beyond our reasonable control;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of your computer systems or networks;
(d) hardware failures;
(e) large-scale denial of service attacks;
(f) any breach by you of our contract with you; or
(g) scheduled or unscheduled maintenance.

Acceptable Use Policy

1. Introduction

1.1 This acceptable use policy (the "Policy") sets out the rules governing:
(a) the use of our hosting services and related services (the "Services"); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").

1.2 References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to APII.IO Limited (and "we" and "our" should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

2. General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

2.3 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) constitute a breach of official secrets legislation; or
(j) constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Marketing and spam

4.1 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

4.2 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.

4.3 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

5. Harmful software

5.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies./p>

5.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

6. Excessive use

6.1 You must not use the Services in any way that:
(a) exceeds any resource limits agreed by you and us;
(b) causes damage to or degradation of the services that we supply to our other customers and users; or
(c) is otherwise excessive, in our reasonable opinion.

Complaints Procedure

Introduction

We are dedicated to providing the best possible service.

However, at times we may fall short of our own high standards.

Making a complaint

You can make a complaint by email or post:
• by email: complaints@apii.io
• by post: APII.IO Limited, Winnington House, 2 Woodberry Grove, Finchley, London, N12 0DR

How we will handle a complaint

All complaints will be handled by a company director.

Complaints will be acknowledged promptly following receipt.

If we require additional information from you in relation to a complaint, we will send a request to you for such information within 3 business days following receipt of your complaint.

We will respond substantively to any complaint within 3 business days following receipt of all the information we reasonably require in order to assess the complaint.

Terms for Domain Names

These Terms for Domain Names govern the supply of domain names by APII.IO and related services.

APII.IO will ask for the Customer's express written acceptance of these Terms for Domain Names before domain name services to the Customer.

Please read these Terms for Domain Names carefully.

Words and phrases with special meanings in these Terms for Domain Names are indicated by initial capital letters. For details, see Clause 14.

1. Term

1.1 The Contract shall come into force upon the Effective Date.

1.2 The Contract shall continue in force indefinitely, subject to termination in accordance with Clause 10 or any other provision of these Terms for Domain Names.

1.3 Unless the parties expressly agree otherwise in writing, each Order Form shall create a distinct contract under these Terms for Domain Names.

2. Domain Name Services

2.1 APII.IO shall provide to the Customer the Domain Name Services agreed by the parties in an Order Form.

2.2 APII.IO shall attempt to register any domain names that the Customer orders, subject to the payment of the applicable Charges in advance. APII.IO may reject any request to register a particular domain name by giving a written notice of rejection to the Customer. APII.IO does not guarantee that any attempt to register a domain name will be successful.

2.3 Where requested to do so by the Customer, APII.IO shall use reasonable endeavours to maintain the registration of any domain names registered through the Domain Name Services, subject to the payment in advance by the Customer to APII.IO of any Charges due in respect of the renewal of such domain name registrations.

2.4 The Customer warrants to APII.IO that:
(a) the information submitted by or on behalf of the Customer for the purposes of a domain name registration is current, accurate and complete;
(b) the Customer has the legal right to apply for and use the domain name; and
(c) the use of the domain name by the Customer will not infringe any person's Intellectual Property Rights or other legal rights.

2.5 The Customer shall promptly notify APII.IO of any changes to the information required for the purposes of a domain name registration, and the Customer acknowledges that additional Charges may be payable in respect of the updating of that information with the relevant third parties.

2.6 The Customer acknowledges that certain information submitted for the purposes of a domain name registration will be published on the internet via "WHOIS" services.

2.7 With reference to each domain name in respect of which the Domain Name Services are provided, the Customer must comply with all the rules and policies from time to time of the relevant registry or registration authority, including the case of .uk domain names:
https://www.nominet.uk/uk-domains/policies/

2.8 With reference to each domain name in respect of which the Domain Name Services are provided, the Customer hereby agrees to and must comply any applicable domain name registration agreement:
https://www.enom.com/terms/agreement.aspx
https://opensrs.com/wp-content/uploads/Tucows_ExhibitA.html

2.9 APII.IO shall not and shall have no obligation to offer or provide any legal or other advice in relation to any actual or potential domain name dispute.

2.10 Subject to Clause 8.1, APII.IO shall have no liability in respect of the suspension or loss of a domain name as a result of:
(a) any act or omission of the Customer or any third party domain name registrant or registrar (including technical failures relating to the software or systems of such persons); or
(b) any domain name arbitration procedure or court proceedings.

2.11 APII.IO may from time to time offer free domain names, subject to such limits and restrictions as APII.IO may specify with the offer. Where free domain names are provided as part of a package of services, then if that package is cancelled, the domain names will cease to be free. If the Customer cancels such a package under the Terms of Service, the cost to APII.IO of the relevant domain will become due under these Terms for Domain Names may be deducted from any refund.

3. General Customer obligations

3.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to APII.IO, or procure for APII.IO, such:
(a) co-operation, support and advice;
(b) information and documentation; and
(c) consents, waivers and licences, as are reasonably necessary to enable the Customer to use the Domain Name Services and APII.IO to perform its obligations under the Contract.

3.2 The Customer warrants that all information provided to APII.IO is complete, accurate and up to date and shall inform APII.IO of any changes to this information without delay.

3.3 The Customer must comply with all applicable laws in relation to its use of the Domain Name Services and its use of any domain name registered through the Domain Name Services.

4. Charges

4.1 The Customer shall pay the Charges to APII.IO in accordance with these Terms for Domain Names.

4.2 All amounts stated in or in relation to these Terms for Domain Names are, unless the context requires otherwise, stated exclusive of any applicable VAT.

4.3 If the Customer is registered for VAT, then the Customer must provide its VAT registration number to APII.IO on the Order Form; and if the Customer becomes or ceases to be registered for VAT during the Term, the Customer must immediately notify APII.IO of its change of status and, where applicable, its VAT registration number.

4.4 APII.IO may elect to vary any element of the Charges by giving to the Customer written notice of the variation. If the Customer objects to any variation of the Charges, its only remedy is to terminate the Contract in accordance with Clause 10.

5. Payments

5.1 The Customer must pay the Charges to APII.IO before the commencement of the corresponding Domain Name Services.

5.2 The Customer must pay the Charges by debit card, credit card, PayPal or bank transfer (using such payment details as are notified by APII.IO to the Customer from time to time).

5.3 If the Customer does not pay any amount properly due to APII.IO under these Terms for Domain Names, APII.IO may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

6. Suspension of Domain Name Services

6.1 APII.IO may suspend the provision of any or all of the Domain Name Services if any amount due to be paid by the Customer to APII.IO under the Contract is overdue.

7. Limited warranties

7.1 The Customer warrants that it enters into the Contract in the course of a business, and not as a consumer.

7.2 Subject to Clause 8.1 and the express provisions of these Terms and Conditions, the Domain Name Services are provided on an "as is" and "as available" basis. In particular, APII.IO gives no warranty or representation that:
(a) the Domain Name Services will meet the Customer's requirements;
(b) the Domain Name Services will be uninterrupted, timely, secure or error-free; or
(c) any results obtained from the Domain Name Services will be accurate, complete or current.

7.3 The Customer acknowledges that, notwithstanding any timetable for the provision of Domain Name Services notified by APII.IO or agreed by the parties, the time for provision of Domain Name Services shall not be of the essence of the Contract.

7.4 All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms for Domain Names. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

8. Limitations and exclusions of liability

8.1 Nothing in these Terms for Domain Names will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.

8.2 The limitations and exclusions of liability set out in this Clause 8 and elsewhere in these Terms for Domain Names:
(a) are subject to Clause 8.1; and
(b) govern all liabilities arising under these Terms for Domain Names or relating to the subject matter of these Terms for Domain Names, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms for Domain Names.

8.3 APII.IO will not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

8.4 APII.IO will not be liable to the Customer in respect of any loss of profits or anticipated savings.

8.5 APII.IO will not be liable to the Customer in respect of any loss of revenue or income.

8.6 APII.IO will not be liable to the Customer in respect of any loss of business, contracts or opportunities.

8.7 APII.IO will not be liable to the Customer in respect of any loss or corruption of any data, database or software.

8.8 APII.IO will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

8.9 The liability of APII.IO to the Customer under the Contract in respect of any event or series of related events shall not exceed the greater of:
(a) GBP 100; and
(b) the total amount paid and payable by the Customer to APII.IO under the Contract in the 12-month period preceding the commencement of the event or events.

8.10 The aggregate liability of APII.IO to the Customer under the Contract shall not exceed GBP 500.

8.11 APII.IO will not be liable to the Customer for any loss or damage arising out of any breach of the Contract to the extent that such breach is caused by any failure or non-availability of any third party service.

9. Force Majeure Event

9.1 If a Force Majeure Event gives rise to a failure or delay in APII.IO performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

10. Termination

10.1 Either party may terminate the Contract by giving to the other party written notice of termination, in which case the Contract will terminate at the end of then-current period of Domain Name Services.

10.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if the other party commits any breach of the Contract.

10.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
(d) if that other party is an individual: (i) that other party dies; (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (iii) that other party is the subject of a bankruptcy petition or order.

10.4 The Contract will automatically terminate if any amount due to be paid by the Customer to APII.IO with respect to any period of Domain Name Services is unpaid as at the start of that period.

11. Effects of termination

11.1 Upon the termination of the Contract, all of the provisions of these Terms for Domain Names shall cease to have effect, save that the following provisions of these Terms for Domain Names shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 2.10, 5, 8, 11 and 13.

11.2 Except to the extent that these Terms for Domain Names expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

11.3 The Customer acknowledges that, following termination, APII.IO will not renew any domain name registration and, accordingly, the Customer may as a result lose its rights in relation to a domain name.

11.4 The Customer will not be entitled to any refund of Charges upon the termination of the Contract.

12. Subcontracting

12.1 Subject to any express restrictions elsewhere in these Terms for Domain Names, APII.IO may subcontract any of its obligations under the Contract.

12.2 APII.IO shall remain responsible to the Customer for the performance of any subcontracted obligations.

13. General

13.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

13.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

13.3 APII.IO may vary the Contract by written notice to the Customer, providing that:
(a) such notice will only be effective at the end of then-current pre-paid period of Domain Name Services; or
(b) such variation is reasonably required to ensure that changes in applicable law do not result in one or both parties ceasing or failing to comply with the law.
Subject to the preceding provisions of this Clause 13.3, the Contract may only be varied by a written document signed by or on behalf of each of the parties.

13.4 The Customer hereby agrees that APII.IO may assign APII.IO's contractual rights and obligations under the Contract to any third party. Save to the extent expressly permitted by applicable law, the Customer must not without the prior written consent of APII.IO assign, transfer or otherwise deal with any of the Customer's contractual rights or obligations under the Contract.

13.5 The Contract 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 the Contract are not subject to the consent of any third party.

13.6 Subject to Clause 13.1, an Order Form, together with these Terms for Domain Names and the Complaints Procedure, shall constitute the entire agreement between the parties in relation to the subject matter of these Terms for Domain Names, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

13.7 The Contract shall be governed by and construed in accordance with English law.

13.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

14. Definitions

14.1 In these Terms for Domain Names, except to the extent expressly provided otherwise:

"APII.IO" means APII.IO Limited, a company incorporated in England and Wales (registration number 11208805) having its registered office at Winnington House, 2 Woodberry Grove, Finchley, London, N12 0DR;

"APII.IO Website" means the website of APII.IO at https://apii.io/ and any successor to that website from time to time;

"Charges" means the amounts specified in the Order Form, subject to variations in accordance with these Terms for Domain Names;

"Complaints Procedure" means the complaints procedure of APII.IO, as published on the APII.IO Website from time to time;

"Contract" means a contract made under these Terms for Domain Names between APII.IO and the Customer;

"Customer" means the person or entity identified as such in the Order Form;

"Domain Name Services" means applications for domain name registrations, updating domain name registration information, renewing domain name registrations and editing domain name records;

"Effective Date" means, following the Customer completing and submitting the Order Form, the date upon which APII.IO sends to the Customer an order confirmation;

"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 the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models and rights in designs);

"Order Form" means an online order form for the Domain Name Services published by APII.IO on the APII.IO Website and completed and submitted by the Customer and referencing these Terms for Domain Names;

"Term" means the term of the Contract, commencing in accordance with Clause 1.1 and ending in accordance with Clause 1.2; and

"Terms for Domain Names" means all the documentation containing the provisions of the Contract, including any amendments to that documentation from time to time.

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