About us

1. We are Witine, a group of entities which includes:

   Name	Postal address
   Witine Limited, registered in England and Wales under company number 13498267	St John's Innovation Centre, Cowley Road, Cambridge, CB4 0WS, United Kingdom
   Witine OÜ, registered in Tartu County Court under registry code 16667025	Harju maakond, Tallinn, Kesklinna linnaosa, Narva mnt 5, 10117, Estonia
   Witine LLC, registered in State of Delaware	2093 Philadelphia Pike #5888, Claymont, DE 19703, United States

2. If the Customer is based in:

   The European Economic Area	"We" and "Witine" means: Witine OÜ "Governing Law" means: the law of England and Wales "Venue" means: the courts of England and Wales
   United States or Canada	"We" and "Witine" means: Witine LLC "Governing Law" means: the law of the State of Delaware "Venue" means: the courts of the State of Delaware
   All other countries/regions	"We" and "Witine" means: Witine Limited "Governing Law" means: the law of England and Wales "Venue" means: the courts of England and Wales

3. You can contact us by email at [email protected] or at our postal address above.

Validity and acceptance of these terms and conditions

1. These terms and conditions (the "Terms and Conditions") set out the basis on which we supply products and services (these are collectively defined in these Terms and Conditions as the "Services"). These Terms and Conditions, together with the Order placed by you or the legal entity that you represent (the "Customer"), constitute a binding agreement between Witine and the Customer for the supply of products and services (the "Agreement"). The Customer agrees to be bound by the terms of the Agreement upon the earlier of: (a) its purchase, access to or use of any of the Services; or (b) its express consent to the Agreement (the "Effective Date"). The terms of the Agreement shall apply to the exclusion of all other terms and conditions, including any terms and conditions which the Customer might try to introduce or rely on. If you are entering into this Agreement on behalf of a company, organisation or other entity, you represent that you have full and proper authority to bind such entity and are agreeing to this Agreement on behalf of such entity.
2. Some of the Services provided by Witine may be subject to additional terms and conditions, for example where they include products or services provided by third parties. The additional terms and conditions relating to specific Services can be found in Schedule 1. In the event of any conflict or inconsistency between the terms and conditions set out at Sections 1 - 17 and any additional terms at Schedule 1 which are applicable to the specific Services, the applicable additional terms at Schedule 1 shall prevail.
3. These Terms and Conditions refer to additional policies of Witine which apply to your use of Witine's website and may also apply to the products and services you purchase from us. These are:
   1. Our Privacy Policy;
   2. Our Website Terms and Conditions;
   3. Our Acceptable Use Policy; and
   4. Our Cookie Policy.

Definitions and interpretation

1. The definitions and rules of interpretation in this Section apply to this Agreement.

   "Applicable Data Protection Laws" means:

   1. To the extent UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
   2. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Witine is subject, which relates to the protection of personal data.

   "Applicable Laws": all applicable laws, statutes, regulations and codes from time to time in force.

   "Charges" means the charges payable by the Customer under this Agreement as set out in the Order (or as amended from time to time in accordance with the provisions of this Agreement), and all other fees, charges and expenses due from the Customer to Witine from time to time pursuant to this Agreement.

   "Customer Personal Data": means any personal data which Witine processes in performing the Services in accordance with this Agreement.

   "Customer Personnel" means all officers, employees, consultants, subcontractors or agents engaged by the Customer.

   "Documentation" means any user guides and other technical material relating to the use of the Services, including any applicable service descriptions that are made available by Witine to the Customer, as may be updated from time to time.

   "EU GDPR": means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

   "Initial Subscription Period" means the relevant subscription period which formed part of the Order.

   "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in data, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, whether registered or not, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

   "Order" means the order placed with Witine by the Customer for the Services.

   "Services" means the IT professional, consulting, support and maintenance products and/or services and any related products and/or services provided by Witine, including but not limited to virtual/dedicated hosting, email hosting, domain registration and resale of third party services including SSL certificates.

   "Term" means the period from the Effective Date until the Agreement expires (in accordance with the relevant subscription period that you ordered) or is validly terminated by either party in accordance with these Terms and Conditions.

   "UK GDPR": has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

   "Witine Personal Data": any personal data which Witine processes in connection with this Agreement, in the capacity of a controller.

2. Section or schedule headings shall not affect the interpretation of this Agreement.

3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

4. A reference to legislation or a legislative provision:

   1. Is a reference to it as amended, extended or re-enacted from time to time.
   2. Shall include all subordinate legislation made under that legislation or legislative provision from time to time.
   3. A reference to writing or written includes email.

Provision of the Services

1. In consideration of the payment of the Charges by the Customer and the Customer's compliance with its obligations under this Agreement, from the Effective Date and during the Term, the Customer engages Witine, and Witine agrees, to provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.
2. Witine shall use commercially reasonable efforts to make the Services available (where applicable) 24 hours a day, seven days a week, except for:
   1. Planned maintenance (which will be carried out during off-peak hours where possible); and
   2. Unscheduled maintenance which must be carried out on an urgent basis. Where possible, Witine shall use reasonable endeavours to notify the Customer in advance that such maintenance will be taking place.
3. The Customer acknowledges that access to and use of the Services may be suspended by Witine in order to:
   1. Deal with technical problems or make technical changes;
   2. Update the Services to reflect changes in relevant laws or regulatory requirements; or
   3. Make changes to the Services as requested by the Customer or as notified to the Customer by Witine from time to time.

Customer obligations

1. The Customer shall at all times during the Term:

   1. Promptly provide Witine with all such information, co-operation or assistance as may reasonably be requested by Witine in order to perform the Services in accordance with the Agreement. In the event of any delays in the Customer's provision of such information, co-operation or assistance, Witine may adjust any agreed timetable or delivery schedule as reasonably necessary.
   2. Comply promptly with all reasonable instructions given by Witine.
   3. Ensure the security of its registration details, including log-in and passwords, and shall ensure that such details are not shared or used outside the Customer or Customer Personnel. Any loss or theft of such details must be reported to Witine as soon as possible so that replacement log-ins and passwords can be created
   4. Be responsible for the accuracy and completeness of all information and data it provides to Witine.
   5. Without affecting its other obligations under this Agreement, comply with all applicable laws and regulations in using the Services and with respect to the Customer's activities under this Agreement.
   6. Carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.
   7. Use the Services and the Documentation in accordance with the Agreement and with Witine's Acceptable Use Policy.
   8. Not use the Services, or allow them to be used, for unlawful purposes or for the publication, linking to, issue or display of any unlawful or objectionable material (including any pirated content, material which is obscene, threatening, malicious, harmful, abusive, defamatory or which breaches any third party's Intellectual Property Rights or which encourages criminal acts or contains any virus, worm, malware, trojan horse or harmful code).
   9. Ensure that all Customer Personnel comply with this Agreement and the Customer shall remain liable to Witine for all acts and omissions of Customer Personnel relating to this Agreement.
   10. Remain liable to Witine for all activities conducted and Charges incurred in relation to the Services purchased or used under the Customer's user name and password, or otherwise in the Customer's name.

2. Witine shall be entitled at any time, without liability to the Customer, to immediately suspend or limit the Customer's access to the Services in the event that:

   1. The Services are being used by the Customer or any Customer Personnel in violation of any Applicable Laws or in breach of the terms of this Agreement;
   2. The Customer permits, enables or facilitates the use of the Services by a third party in violation of any Applicable Laws or in breach of the terms of this Agreement;
   3. The Services are being used by the Customer or any Customer Personnel in an unauthorised, inappropriate or fraudulent manner;
   4. The Customer permits, enables or facilitates the use of the Services by a third party in an unauthorised, inappropriate or fraudulent manner;
   5. The use of the Services by the Customer or any Customer Personnel or the Customer permits, enables or facilitates the use of the Services by a third party which adversely affects Witine's equipment or service to others;
   6. Witine is prohibited by an order of a court or other governmental agency from providing the Services;
   7. There is a security incident or other disaster that impacts the Services or the security of the Services, Customer's account or Customer Data; or
   8. The Customer has failed to pay the Charges within seven (7) days of the Due Date, until such Charges are paid in full.

   Without limiting the generality of this Section, Witine shall have no liability for any damages, liabilities or losses as a result of any suspension or limitation of the Customer's right to use the Services pursuant to this Section 5.2.

Witine's obligations

1. Witine shall at all times during the Term:
   1. Provide the Services with reasonable skill and care and substantially in accordance with the Documentation.
   2. Comply with all applicable laws and regulations with respect to its obligations under the Agreement.
   3. Comply with its Privacy Policy in providing the Services.
2. Witine is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Charges and payment

1. In consideration for Witine providing the Services, the Customer will pay to Witine the Charges. Such Charges may be due immediately or may be due periodically on a subscription basis ("Due Date"), depending on the nature of the Services required by the Customer. Such periodic payments are payable by the Customer in advance and may become due on a monthly, quarterly, biannual or annual basis, as agreed between the parties ("the Charging Period").
2. The Charges include any third party disbursements that Witine may incur on the Customer's behalf, such as registration fees payable to the applicable domain name registry.
3. VAT and other taxes and duties (where applicable) are payable by the Customer in addition to the Charges.
4. If Witine has not received payment of the Charges due by the relevant Due Date then, without prejudice to any other rights and remedies Witine might have, the Customer shall pay interest on any overdue amounts commencing on the due date and continuing until fully paid, whether before or after judgment. Such interest shall accrue each day at an annual rate of three per cent (3%) above the Bank of England's base rate from time to time.
5. Witine shall be entitled to increase the Charges on an annual basis and shall give thirty (30) days' prior written notice to the Customer of the proposed increase. If the Customer does not accept the proposed increase to the existing Charges, the Customer may elect to terminate the Agreement during the then current billing period and shall not be liable for such fee increase after the applicable billing period.

Changes to the Services or these Terms and Conditions

1. The Customer acknowledges that Witine may change the Services or these Terms and Conditions from time to time:
   1. To reflect changes in relevant laws and regulatory requirements; or
   2. To implement minor technical adjustments and improvements (e.g. to address a security threat); or
   3. For any other reason.
2. Where material changes are made to the Services or these Terms and Conditions, Witine may (and where required by law, will) notify the Customer in advance of the changes (using the most recent contact details provided by the Customer) and will direct the Customer to where the updated Terms and Conditions can be found on Witine's website. Witine may require the Customer to provide consent to the updated Terms and Conditions a specified manner before further use of the Services is permitted. If the Customer does not agree to any change(s) after receiving a notice of such change(s), the Customer may stop using the Services and terminate the Agreement without penalty. Otherwise, the Customer's continued use of the Services shall constitute the Customer's acceptance of such change(s).

Intellectual Property Rights

1. The Customer acknowledges and agrees that all Intellectual Property Rights in the Services and the Documentation belong and shall belong to Witine (or its licensors). Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in any Intellectual Property Rights or any other rights or licences in respect of the Services or the Documentation.
2. The Customer grants to Witine a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use any Intellectual Property Rights owned by the Customer (including in relation to any data or information provided to Witine by the Customer) to the extent necessary to enable Witine to provide the Services in accordance with this Agreement.
3. In the event that the Customer or its Authorised Users provide any comments or suggestions in connection with the Services, whether written or oral (collectively, the "Feedback"), Witine, in its sole discretion, shall be entitled to use the Feedback without restriction, and such Feedback will not be treated as confidential to the Customer. The Customer hereby grants Witine, on behalf of itself and its Authorised Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and licence to use, reproduce, incorporate or otherwise exploit the Feedback into Witine products and services.

Representations and warranties

1. Witine and the Customer each represent and warrant that they have full power and authority to enter into and perform the Agreement.
2. Witine warrants and undertakes that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement;
3. Witine does not warrant that:
   1. The Customer's use of the Services will be uninterrupted or error-free; or
   2. The Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements.

Indemnity

1. The Customer shall defend, indemnify and hold harmless Witine and its Personnel from and against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any and all third party claims, liabilities, demands, actions, proceedings or other causes of action arising out of or in connection with:
   1. The failure of the Customer or its personnel to comply with applicable laws (including laws relating to data protection); or
   2. The infringement by the Customer or its personnel of any Intellectual Property Rights owned by a third party; or
   3. Any defamatory or other inappropriate content posted by the Customer or its personnel; or
   4. Any grossly negligent acts or omissions, recklessness or wilful misconduct of the Customer or its personnel.

Data protection

1. For the purposes of this Section 12, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing, shall have the meaning given to them in the UK GDPR.
2. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This Section 12 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws. The parties acknowledge that, for the purposes of Applicable Data Protection Laws, in so far as the processing of Customer Personal Data is concerned, the Customer is the controller and Witine is the processor. Further details regarding Customer Personal Data are set out in Schedule 2.
3. The Customer retains control of the Customer Personal Data and remains responsible for its compliance obligations under the Applicable Data Protection Laws, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to Witine. The Customer shall ensure that all individuals who provide written instructions are authorised to do so.
4. Witine shall in relation to Customer Personal Data:
   1. Process that Customer Personal Data only on the documented instructions of the Customer provided to Witine from time to time. The Customer acknowledges that the scope, nature, purpose and duration of the processing and the Customer Personal Data categories and data subject types are described in Schedule 2;
   2. Comply with the Customer's reasonable instructions with regard to processing Customer Personal Data;
   3. Not transfer Customer Personal Data outside the UK unless, in accordance with the Applicable Data Protection Laws, Witine ensures that:
      1. The transfer is to a country approved as providing an adequate level of protection for personal data; or
      2. There are appropriate safeguards in place for the transfer of Customer Personal Data; or
      3. Binding corporate rules are in place; or
      4. One of the derogations for specific situations applies to the transfer.
   4. Ensure that it has in place appropriate technical or organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss, damage to or destruction of, the Customer Personal Data which are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. The Customer is solely responsible for evaluating whether the technical and organisational measures of Witine meet the Customer's requirements, including any of its security obligations under Applicable Data Protection Laws. If the Customer decides that such measures are not sufficient, it may put in place its own additional measures or engage Witine to put additional measures in place for the Customer (at the Customer's cost);
   5. Keep the Customer Personal Data confidential;
   6. Assist the Customer, at the Customer's cost, in responding to any data subject access requests and in ensuring compliance with the Customer's obligations under Applicable Data Protection Laws with respect to security, breach notifications, privacy impact assessments and consultations with the Commissioner, supervisory authorities or other regulators;
   7. Notify the Customer without undue delay on becoming aware of a personal data breach or communication which relates to the Customer's or Witine's compliance with the Applicable Data Protection Laws;
   8. At the written request of the Customer, delete or return to the Customer all Customer Personal Data on termination of the Agreement, and certify to the Customer in writing it has done so, unless Witine is required by Applicable Law to continue to store that Customer Personal Data;
   9. Maintain adequate records, and, on the Customer's request, make available such information as the Customer may reasonably request, and allow for audits by the Customer or the Customer's designated auditor (the terms and scope of which are to be agreed in advance between the parties), to demonstrate its compliance with Applicable Data Protection Laws and this Section 12; and
   10. Inform the Customer if, in Witine's opinion, an instruction infringes Applicable Data Protection Laws.
5. By entering into the Agreement, the Customer acknowledges and consents generally to the appointment by Witine of third parties as sub-processors of Customer Personal Data being processed under the Agreement. A current list of the sub-processors that Witine has appointed can be found in Schedule 3. Witine confirms that it shall impose on all sub-processors the same data protection obligations as set out in the Agreement and shall remain liable for the actions of its sub-processors.
6. Witine shall give the Customer notice of the appointment of any new sub-processors and shall provide the Customer with full details of the processing to be undertaken by the sub-processor, thereby giving the Customer the opportunity to object to such appointment. If Witine so notifies the Customer of any changes to sub-processors and the Customer objects to such changes, the Customer will be entitled to terminate the Agreement (without liability for either party, and such termination will be deemed to be a no-fault termination) provided always that the Customer has reasonable grounds for objecting to such changes by reason of the changes causing or being likely to cause the Customer to be in breach of Applicable Data Protection Laws. If, following such notification from Witine, the Customer continues to use the Services for thirty (30) days without objecting to the changes, the Customer shall be deemed to have accepted them.

Limitation of liability

1. Except as expressly and specifically provided in this Agreement:
   1. The Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Witine shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Witine by the Customer in connection with the Services, or any actions taken by Witine at the Customer's direction;
   2. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
2. Nothing in the Agreement excludes the liability of either party for:
   1. Death or personal injury caused by that party's negligence;
   2. Fraud or fraudulent misrepresentation; or
   3. Any other liability which cannot be excluded or limited under applicable law.
3. Subject to Sections 13.1 and 13.2:
   1. Witine shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of revenue, losses arising from loss of data or any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
   2. Witine's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Charges paid by the Customer during the twelve (12) months immediately preceding the date on which the claim arose.

Termination of the Services and / or this Agreement

1. The Agreement shall commence on the Effective Date and, unless otherwise terminated by either party in accordance with this Section 14:
   1. Where applicable, shall end when the Services have been completed; or
   2. For Services purchased on a subscription basis, shall continue for the Initial Subscription Period and, thereafter, the Agreement shall be automatically renewed for successive periods which are equivalent to the relevant Charging Period for the Customer's subscription, as explained at Section 7.1 (each a "Renewal Period") unless either party notifies the other party of termination of the Agreement, in writing, at least thirty (30) days before the end of the Initial Subscription Period or the relevant Renewal Period.
2. Where the Customer is a consumer, the Customer has a legal right to change their mind about their purchase of the Services and to receive a refund of what they paid for it. This is subject to the following conditions:
   1. The Customer must notify Witine that they have changed their mind within fourteen (14) days of purchasing the relevant Services.
   2. The Customer cannot change their mind about an order for digital products or Services if they have started to download those products or have begun to use those Services.
3. Either party may terminate the Agreement at any time by giving thirty (30) days' prior written notice to the other party:
   1. If Witine terminates the Agreement in accordance with this Section 14.3 then, within thirty (30) days of such termination taking effect, Witine will refund to the Customer, on a pro rata basis, any Charges that the Customer has paid in advance for the Services which relate to the period after the Agreement has been terminated.
   2. If the Customer terminates the Agreement in accordance with this Section 14.3, Witine shall be entitled to retain any Charges that the Customer has paid in advance for the Services which relate to the period after the Agreement has been terminated.
4. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party:
   1. Commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
   2. Repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement.
   3. Takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Section; or
   4. Suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
5. Without affecting any other right or remedy available to it, Witine may terminate the Agreement with immediate effect by giving written notice to the Customer where:
   1. The Customer has failed to pay the Charges on the Due Date, Witine has notified the Customer in writing that such Charges remain overdue and the Customer has failed to pay the Charges in full within fourteen (14) days of such notification;
   2. The Customer or any Customer Personnel breach Witine's Acceptable Use Policy or the Customer permits, enables or facilitates the use of the Services by a third party which breaches Witine's Acceptable Use Policy;
   3. Witine reasonably determines that the Customer's continued use of the Services poses a risk to the security and stability of Witine's platform;
   4. Any of the circumstances detailed at Sections 5.2.1 to 5.2.5 arise; or
   5. Without liability for any damages, liabilities or losses in the circumstances outlined at Sections 5.2.6 or 5.2.7.
6. On termination of this Agreement for any reason:
   1. The Customer shall immediately cease all use of the Services and/or the Documentation (unless such have been purchased outright by the Customer);
   2. Each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; and
   3. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
7. Where Witine terminates the Agreement in accordance with Sections 14.4 or 14.5, Witine shall be entitled to retain any Charges that the Customer has paid in advance for the Services which relate to the period after the Agreement has been terminated.

Force majeure

1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two (2) months, the party not affected may terminate this Agreement by giving thirty (30) days' written notice to the affected party.

General provisions

1. Marketing: The Customer agrees that Witine may refer to the Customer by name, logo and trade mark in any publicity releases, marketing or promotional materials and on Witine's website without needing the prior written approval of the Customer.
2. Variation: In any circumstances not covered by Section 7 above, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
3. Waiver: A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
4. Severance: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
5. Entire agreement:
   1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   2. Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.
6. Assignment: The Customer shall not, without the prior written consent of Witine, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. Witine may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
7. No partnership or agency: Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
8. Third party rights: The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
9. Notices: Any notice required to be given to a party under or in connection with the Agreement shall be delivered by email. Where Witine requires the Customer to provide an email address, the Customer is responsible for providing Witine with its most current email address. In the event that the last email address provided to Witine is not valid, or for any reason is not capable of delivering to the Customer any notices required or permitted by the Agreement, Witine's dispatch of the email containing such notice will nonetheless constitute effective notice. The Customer may give notice to Witine at the following email address: [email protected]. Any notice shall be deemed to have been received at the time of transmission.
10. Governing law: The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the Governing Law.
11. Jurisdiction: Each party irrevocably agrees that the Venue shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 Additional terms and conditions

VPS Hosting Services

1. This section applies to all VPS hosting services.
2. The Customer acknowledges that in order for ensure service availability for all of Witine's customers, Witine places limits on the duration of persistently high CPU usage for individual virtual machines. The Customer agrees that Witine may suspend service for a period of up to 24 hours if such limits are breached.
3. If the Customer becomes the target of a distributed denial of service attack, Witine may, but is not obliged to, disconnect the Customer's services from the internet until such time as the attack has ceased.

Domain name registrations, transfers and renewals

1. This section applies to all domain name registrations, transfers and renewals.
2. For registrations, transfers and renewals of domain names under generic Top Level Domains, Witine acts as a reseller for Hosting Concepts B.V. trading as Openprovider.
3. The Customer shall provide to Witine accurate and reliable contact details and correct and update them within seven (7) days of any change during the term of the domain name registration, including: the full name, postal address, email address, telephone number, and fax number (if available) of:
   1. the Customer, or an authorized person for contact purposes where the Customer is an organization, association, or corporation;
   2. the technical contact for the domain name; and
   3. the administrative contact for the domain name.
4. If the Customer willfully provide inaccurate or unreliable information or fail to update information provided to Witine within seven (7) days of any change, or fail to respond for over fifteen (15) days to inquiries by Witine concerning the accuracy of contact details associated with the domain name registration, this shall constitute a material breach of the Agreement and be a basis for suspension and/or cancellation of the domain name registration.
5. If the Customer intends to license use of a domain name to a third party, the Customer acknowledges that they are nonetheless the holder of record of the domain name(s) and is responsible for providing their own full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the domain name.
6. The Customer licensing use of a domain name according to Section 1.4 shall accept liability for harm caused by wrongful use of the domain name, unless they disclose the current contact information provided by the licensee and the identity of the licensee within seven (7) days to a party providing the Customer reasonable evidence of actionable harm.
7. The Customer represents that notice has been provided to any third-party individuals whose Personal Data are supplied to Witine by the Customer, and that the Customer has obtained consent of any such third-party individuals.
8. The Customer represents that, to the best of the Customer's knowledge and belief, neither the registration of the domain name nor the manner in which it is directly or indirectly used infringes the legal rights of any third party.
9. The Customer agree that their registration of the domain name shall be subject to suspension, cancellation, or transfer pursuant to any ICANN Specification or Policy, or pursuant to any registrar or registry procedure not inconsistent with any ICANN Specification or Policy, to correct mistakes by Witine or the Registry Operator in registering the name or for the resolution of disputes concerning the domain name.
10. The Customer shall indemnify and hold harmless the Registry Operator and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of or related to the Customer's domain name registration.
11. Where the Customer is registering, transferring or renewing a domain name under generic Top Level Domains, the Customer agrees to the following ICANN policies the terms of which are incorporated into the Agreement by reference:
    1. Uniform Domain Name Dispute Resolution Policy
12. Where the Customer is registering, transferring or renewing a .UK domain name, the Customer agrees to the terms and conditions of Nominet UK, the operator of the .UK registry, the terms of which are incorporated into the Agreement by reference: https://www.nominet.uk/uk-domains/policies/

Schedule 2 Processing, personal data and data subjects

Role of the parties

1. Where Witine acts as a processor

Particulars of the processing

1. Scope, nature and purpose of the processing: Witine shall be processing Customer Personal Data, received from the Customer, for the purpose of providing the Services to the Customer under the Agreement
2. Duration of the processing: For the duration of the Agreement
3. Types of personal data: Witine may have sight of the following personal data of data subjects: First name, last name, email address, telephone number, employer, account information, job title
4. Categories of data subject: Representatives, employees, contractors, other staff, customers of the Customer and visitors of Customer's websites