Customer-Friendly Web Hosting Agreement Template

"Agreement" means this Web Hosting Agreement, including any written amendments executed by both Parties in accordance with its terms.

"Authorized Users" means the employees, contractors, agents, and affiliates of the Customer, and any other persons, whom the Customer permits to access or use the Hosting Services or the Customer Data.

"Business Day" means any day other than a Saturday, a Sunday, or a public holiday in [Provider Jurisdiction/City].

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party to the other Party in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, and includes, in the case of the Customer, all Customer Data.

"Customer Data" means all data, content, files, databases, software, code, text, images, logs, and other materials that are uploaded, stored, transmitted, processed, or generated through the Hosting Services by or on behalf of the Customer or its Authorized Users or end users, including all personal data contained therein, and all derivatives thereof.

"Hosting Services" means the web hosting, server, storage, bandwidth, network, security, monitoring, backup, and related services to be provided by the Provider to the Customer under this Agreement, as described in the section of this Agreement entitled Scope of Hosting Services.

"Hosting Environment" means the data center facilities, servers, hardware, software, network equipment, virtualization layers, and other infrastructure owned, leased, or controlled by the Provider or its subcontractors and used to deliver the Hosting Services.

"Fees" means the charges payable by the Customer to the Provider for the Hosting Services, as set out in the section of this Agreement entitled Fees, Invoicing and Price Adjustments.

"Incident" means any event, malfunction, failure, or degradation affecting the availability, performance, or functionality of the Hosting Services, other than Scheduled Maintenance.

"Security Incident" means any actual or reasonably suspected unauthorized or unlawful access to, or acquisition, use, disclosure, alteration, loss, corruption, or destruction of, Customer Data or the Hosting Environment, or any compromise of the security measures protecting them.

"Scheduled Maintenance" means maintenance of the Hosting Environment that is notified to the Customer in advance in accordance with this Agreement and performed within the maintenance windows described herein.

"Service Credits" means the credits against the Fees to which the Customer is entitled where the Provider fails to meet the Service Levels, calculated in accordance with this Agreement.

"Service Levels" means the availability, performance, support, and response commitments of the Provider set out in this Agreement.

"Applicable Law" means all laws, regulations, binding orders, and mandatory codes of practice applicable to a Party or to the performance of its obligations under this Agreement, including data protection and privacy laws.

"Term" means the Initial Term together with each Renewal Term, as defined in the section of this Agreement entitled Term, Renewal and Termination.

Unless the context otherwise requires, words in the singular include the plural and vice versa, the words "including" and "includes" mean "including without limitation," references to a "section" are to a section of this Agreement, and references to writing include email. No provision shall be construed against a Party by reason of that Party having drafted it.

The Provider shall provide the Hosting Services to the Customer throughout the Term in accordance with this Agreement, including the following: [describe hosting type, e.g., shared, virtual private, dedicated, or cloud hosting], [storage allocation], [bandwidth allocation], [number of domains, websites, or applications], and [operating system, software stack, and control panel].

The Hosting Services shall be provided from the data center location(s) specified as [data center location(s)]. The Provider shall not relocate the Customer Data or the Hosting Services to a different location or region without the Customer's prior written consent, which shall not be unreasonably withheld where the relocation does not diminish the Service Levels or security protections.

The Provider shall perform the Hosting Services with due skill, care, and diligence, in a professional and workmanlike manner, using suitably qualified and experienced personnel, and in accordance with generally accepted industry standards and best practices for providers of comparable services.

The Provider shall maintain the Hosting Environment in good working order, shall keep all software forming part of it supported, patched, and updated, and shall provide sufficient capacity to meet the Customer's resource allocations and reasonably anticipated usage, including [resource scaling terms or thresholds].

The Customer may request additional or upgraded resources or services at any time. The Provider shall respond to each such request within [number] Business Days and, upon written agreement of the Parties as to scope and fees, shall implement the change within [implementation period]. No change to the Hosting Services shall be effective unless agreed in writing by both Parties.

The Provider may modify the Hosting Services or the Hosting Environment only where such modification does not reduce the functionality, performance, security, or availability of the Hosting Services, and shall give the Customer not less than [number] days' prior written notice of any material modification.

The Provider may subcontract any part of the Hosting Services only with the Customer's prior written consent. The Provider shall remain fully responsible for the acts and omissions of its subcontractors as if they were its own, and shall ensure that each subcontractor is bound by obligations no less protective of the Customer than those in this Agreement.

The Provider shall ensure that the Hosting Services are available to the Customer and its end users not less than [99.9]% of the time in each calendar month, measured in accordance with this section (the "Uptime Commitment"), excluding only Scheduled Maintenance permitted under this Agreement.

Availability shall be calculated as the total number of minutes in the relevant calendar month, less minutes of Scheduled Maintenance, less minutes of unavailability, divided by the total number of minutes in the month less minutes of Scheduled Maintenance, expressed as a percentage. The Hosting Services are unavailable when the Customer's websites or applications hosted thereon cannot be accessed or do not function substantially in accordance with their specifications due to a cause within the Provider's control or within the Hosting Environment.

Scheduled Maintenance shall be performed only during the window of [maintenance window days and hours], shall not exceed [number] hours per calendar month, and shall be notified to the Customer not less than [number] days in advance. Any maintenance performed outside these conditions, and any emergency maintenance, shall count as unavailability unless it is necessary to prevent or remedy an imminent Security Incident.

The Provider shall monitor the Hosting Services continuously and shall make available to the Customer, within [number] Business Days after the end of each calendar month and at no additional charge, a written report showing availability, Incidents, response and resolution times, and Service Credits accrued. The Customer may dispute the report within [number] days of receipt, and the Parties shall cooperate in good faith to resolve any dispute.

If availability in any calendar month falls below the Uptime Commitment, the Customer shall be entitled to Service Credits equal to [percentage] of the monthly Fees for each [increment] percentage point, or part thereof, by which availability falls short, up to a maximum of [percentage]% of the monthly Fees for that month. Service Credits shall be applied automatically to the next invoice or, upon expiry or termination, paid to the Customer within [number] days.

Service Credits are a price adjustment reflecting the reduced value of the Hosting Services and are not an exclusive remedy or a penalty. They are without prejudice to the Customer's other rights and remedies, including damages for losses exceeding the Service Credits, subject to the section of this Agreement entitled Limitation of Liability.

If availability falls below [percentage]% in any single calendar month, or below the Uptime Commitment in any [number] months in a rolling period of [number] months, the Customer may terminate this Agreement upon written notice without penalty and shall be entitled to a refund of prepaid Fees for the period following termination.

The Provider shall provide technical support to the Customer by [telephone, email, and ticketing system] at the contact points set out as [support contact details], available [24 hours a day, 7 days a week / specified hours], in the English language and at no additional charge.

Each Incident shall be classified by reference to its severity. A "Severity 1" Incident means a complete outage or an Incident that renders the Hosting Services or a production website or application unavailable or materially unusable, or involves a Security Incident. A "Severity 2" Incident means a material degradation of performance or functionality for which no reasonable workaround exists. A "Severity 3" Incident means a minor impairment or a request for information or routine assistance. The Customer's reasonable classification shall prevail in the event of disagreement, pending resolution.

The Provider shall acknowledge and begin work on each Incident within the following periods from the time the Customer reports it: for Severity 1, within [number] minutes; for Severity 2, within [number] hours; and for Severity 3, within [number] Business Hours or Business Days.

The Provider shall resolve or provide a permanent fix or an acceptable workaround for each Incident within the following periods from the time reported: for Severity 1, within [number] hours; for Severity 2, within [number] hours; and for Severity 3, within [number] Business Days.

For Severity 1 Incidents, the Provider shall dedicate appropriate senior resources continuously until resolution, shall provide status updates to the Customer at least every [number] minutes, and shall deliver a written root cause analysis and remediation plan within [number] Business Days after resolution.

Failure to meet the response or resolution times set out in this section shall entitle the Customer to Service Credits of [percentage]% of the monthly Fees for each [number] hours of delay, subject to the cap in the section of this Agreement entitled Service Levels and Uptime Commitment, and shall not limit any other right or remedy of the Customer.

The Provider shall designate a named account manager and an escalation contact, being [account manager name and contact] and [escalation contact details]. Unresolved matters shall be escalated to the Provider's senior management upon the Customer's request.

The Provider shall perform automated backups of all Customer Data and the configuration of the Hosting Services at a frequency of not less than [backup frequency, e.g., daily], and shall retain such backups for not less than [retention period].

Backups shall be encrypted in transit and at rest using industry-standard methods, and shall be stored in a physically and logically separate location from the primary Hosting Environment, at [backup location(s)], so that a single event cannot affect both the primary data and its backups.

The Provider shall test the integrity and restorability of backups not less than [frequency, e.g., quarterly], and shall provide the Customer with written results of such tests upon request. Any failure of a test shall be remedied promptly and notified to the Customer within [number] Business Days.

Upon the Customer's request, the Provider shall restore Customer Data from any available backup within [number] hours, at no additional charge where the restoration is required by reason of the Provider's act or omission, and otherwise at the rates set out as [restoration rates, if any].

The Provider shall maintain and keep current a written disaster recovery and business continuity plan covering the Hosting Services, which shall provide for a recovery time objective of not more than [number] hours and a recovery point objective of not more than [number] hours (together, the "Recovery Objectives").

The Provider shall test the disaster recovery plan at least [once] per year, shall provide the Customer with a summary of the results, and shall promptly correct any deficiencies identified. Upon the occurrence of a disaster, the Provider shall invoke the plan immediately, notify the Customer without undue delay, and keep the Customer informed until normal operations are restored.

The Customer remains free to maintain its own independent copies of Customer Data. The Provider's backup obligations are in addition to, and do not relieve the Provider of, its obligations regarding availability and security of the Customer Data.

As between the Parties, the Customer is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Customer Data, including all intellectual property rights therein. Nothing in this Agreement transfers or assigns any ownership interest in the Customer Data to the Provider.

The Provider shall access, use, and process Customer Data solely as necessary to provide the Hosting Services to the Customer and in accordance with the Customer's documented instructions. The Provider shall not sell, license, disclose, analyze for its own purposes, mine, or otherwise commercially exploit Customer Data, nor use it to develop or train any product, service, or model.

The Customer grants to the Provider a limited, non-exclusive, non-transferable, royalty-free right during the Term to host, store, copy, and process the Customer Data solely for the purpose of performing the Hosting Services.

The Customer and its Authorized Users shall have access to the Customer Data at all times during the Term and, for the period described in the section of this Agreement entitled Transition Assistance and Data Migration, thereafter. The Provider shall not suspend, restrict, or condition such access, including by reason of a dispute between the Parties, except as expressly permitted under this Agreement.

The Customer may export or request export of all or any part of the Customer Data at any time, in a standard, commonly used, and machine-readable format [specify formats], together with all associated configuration data, databases, and metadata necessary to use the Customer Data. Self-service export tools shall be provided at no charge, and the Provider shall fulfill any assisted export request within [number] Business Days at no additional charge for up to [number] requests per year.

The Provider shall not assert any lien, right of retention, or security interest over the Customer Data or withhold the Customer Data for any reason, including non-payment of any amounts allegedly due.

Where Customer Data includes personal data, the Provider shall act solely as a processor or service provider on behalf of the Customer, shall process such data only in accordance with the Customer's instructions and Applicable Law, and shall, upon request, enter into any additional data processing terms reasonably required by the Customer or Applicable Law.

The Provider shall implement and maintain throughout the Term appropriate technical and organizational security measures, consistent with recognized industry standards such as [security standard or certification], to protect the Customer Data and the Hosting Environment against Security Incidents, including firewalls, intrusion detection and prevention, anti-malware protection, vulnerability management, encryption of Customer Data in transit and at rest, and logging of access.

The Provider shall restrict physical and logical access to the Customer Data and the Hosting Environment to those personnel who need such access to perform the Hosting Services, shall enforce strong authentication and least-privilege principles, shall conduct appropriate background checks on such personnel, and shall ensure that they are bound by written confidentiality obligations.

The Provider shall apply security patches classified as critical within [number] hours, and all other security patches within [number] days, of their release, and shall conduct vulnerability scans and independent penetration tests not less than [frequency], providing the Customer with a summary of the findings and remediation upon request.

The Provider shall notify the Customer in writing without undue delay, and in any event within [number] hours, after becoming aware of any Security Incident. The notice shall describe, to the extent known, the nature of the Security Incident, the categories and volume of Customer Data affected, the likely consequences, and the measures taken or proposed to address it, and shall be supplemented as further information becomes available.

Following a Security Incident, the Provider shall at its own cost promptly take all steps necessary to contain, investigate, and remedy it, preserve relevant evidence, cooperate fully with the Customer and any competent authority, and not make any public statement or notification to third parties concerning the Security Incident or the Customer without the Customer's prior written approval, except as required by Applicable Law.

The Provider shall bear all reasonable costs arising from a Security Incident to the extent caused by the Provider's breach of this Agreement or by any act or omission of its personnel or subcontractors, including costs of forensic investigation, legally required notifications, credit monitoring or similar remediation for affected individuals, and call-center support.

The Customer may, on [number] days' notice and not more than [once] per year (or at any time following a Security Incident), audit the Provider's compliance with this section, either itself or through an independent auditor bound by confidentiality, and the Provider shall provide reasonable cooperation and access.

The Customer shall use the Hosting Services only for lawful business purposes and in accordance with this Agreement and Applicable Law, and shall be responsible for the content of the Customer Data and for the acts and omissions of its Authorized Users in their use of the Hosting Services.

The Customer shall not knowingly use the Hosting Services to: (i) host or distribute material that is unlawful or infringes the intellectual property rights of any third party; (ii) transmit malware, or conduct or facilitate attacks on third-party systems; (iii) send unsolicited bulk communications in violation of Applicable Law; or (iv) intentionally interfere with or disrupt the integrity or security of the Hosting Environment.

The Customer shall maintain the confidentiality of its access credentials, shall use reasonable efforts to prevent unauthorized access to its accounts, and shall notify the Provider promptly upon becoming aware of any unauthorized use of its credentials.

If the Provider reasonably believes that the Customer has breached this section and that the breach poses an imminent and material threat to the security or integrity of the Hosting Environment or to other customers, the Provider shall first notify the Customer, specifying the alleged breach in reasonable detail, and give the Customer not less than [number] hours to remedy it or to respond, before taking any action.

Where an imminent threat cannot reasonably be addressed within that period, the Provider may suspend only the affected portion of the Hosting Services, solely to the extent and for the duration necessary to eliminate the threat, shall notify the Customer immediately, shall cooperate to restore the Hosting Services as soon as possible, and shall not delete any Customer Data. Fees shall abate in proportion to any suspension that is later found to have been unjustified.

The Customer shall provide such information and cooperation as the Provider reasonably requests in order to perform the Hosting Services, but the Provider shall not be relieved of its obligations to the extent that any failure results from the Provider's own failure to request such information or cooperation in a timely manner.

The Customer's sole responsibilities with respect to the Customer Data and its use of the Hosting Services are those stated in this Agreement, and the Provider shall not impose additional acceptable use or usage policies on the Customer unless agreed in writing by the Customer.

In consideration of the Hosting Services, the Customer shall pay the Provider the Fees set out as follows: [recurring fee amount and currency] per [billing period], and [any one-time setup fees, if any]. The Fees are the entire amount payable for the Hosting Services, and no other charges, expenses, or surcharges shall be payable unless agreed in advance in writing by the Customer.

The Provider shall invoice the Customer [in advance/in arrears] on a [monthly/quarterly/annual] basis. Each invoice shall be addressed to the Customer's billing contact at [billing contact], shall be itemized in reasonable detail, shall show any Service Credits applied, and shall comply with Applicable Law.

The Customer shall pay each undisputed invoice within [number] days after receipt of a correct invoice, by [payment method] to the account designated by the Provider in writing. Payment shall not constitute acceptance of the Hosting Services or a waiver of any claim.

The Customer may withhold payment of any amount that it disputes in good faith, provided that it notifies the Provider of the dispute and its basis within [number] days after receipt of the invoice and pays the undisputed portion. The Parties shall work promptly to resolve the dispute, and the Provider shall continue to perform the Hosting Services during any dispute.

The Fees are exclusive of applicable sales, value-added, or similar transaction taxes, which shall be separately stated on invoices and paid by the Customer where properly due. Each Party shall be responsible for taxes based on its own income, property, or employees. If the Customer is required by Applicable Law to withhold any tax from a payment, the Customer may do so and shall be deemed to have paid the amount withheld.

The Fees shall be fixed for the Initial Term. Thereafter, the Provider may increase the Fees with effect from the start of a Renewal Term only by giving the Customer written notice not less than [number] days before the end of the then-current term, and any increase shall not exceed the lesser of [percentage]% and the percentage change in [price index or reference] over the preceding [12] months. If the Customer does not accept the increase, it may terminate this Agreement effective at the end of the then-current term by written notice at any time before that date.

Late payment of undisputed amounts shall bear simple interest at the rate of [percentage]% per annum from the due date until paid, provided the Provider has given the Customer written notice of non-payment and [number] days to cure. The Provider shall have no right to suspend the Hosting Services for non-payment except after not less than [number] days' written notice following the cure period, and then only in accordance with the section of this Agreement entitled Customer Obligations and Acceptable Use as to retention of Customer Data.

Each Party (the "Receiving Party") shall keep confidential all Confidential Information of the other Party (the "Disclosing Party"), shall use it solely for the purposes of performing or receiving the benefit of this Agreement, and shall not disclose it to any third party except as permitted by this Agreement.

The Receiving Party may disclose Confidential Information only to its employees, officers, professional advisers, auditors, insurers, and (in the case of the Provider, only with the Customer's consent under this Agreement) subcontractors, who have a need to know it and who are bound by written or professional confidentiality obligations no less protective than those in this Agreement. The Receiving Party shall be liable for any breach by such persons.

The Receiving Party shall protect the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care, and shall promptly notify the Disclosing Party of any unauthorized use or disclosure.

The obligations in this section do not apply to information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was lawfully known to the Receiving Party before disclosure without restriction; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. This exception shall not apply to Customer Data.

If the Receiving Party is required by Applicable Law or a court or governmental authority to disclose Confidential Information, it shall, where lawful, give the Disclosing Party prompt prior written notice so that the Disclosing Party may seek protective measures, and shall disclose only the portion legally required.

Upon termination or expiry of this Agreement, or upon request at any time, the Receiving Party shall return or securely destroy the Disclosing Party's Confidential Information and certify the same in writing, subject, in the case of Customer Data, to the section of this Agreement entitled Transition Assistance and Data Migration.

The obligations in this section shall continue during the Term and for [number] years thereafter, and, in respect of Customer Data and any trade secrets, shall continue for as long as such information remains confidential.

Except as expressly provided in this Agreement, nothing herein transfers or assigns to either Party any ownership of, or license to, the intellectual property rights of the other Party. Each Party retains all rights in the intellectual property that it owned prior to the Effective Date or develops independently of this Agreement.

The Customer retains all right, title, and interest in and to the Customer Data, its websites, applications, software, trademarks, domain names, content, and designs, and all intellectual property rights therein, and all modifications and derivatives thereof, whether created by the Customer, the Provider, or any third party on the Customer's behalf.

The Provider retains all right, title, and interest in and to the Hosting Environment and its pre-existing proprietary software, tools, and know-how used to provide the Hosting Services (the "Provider Materials"). The Provider grants to the Customer, during the Term, a non-exclusive, non-transferable, royalty-free license to access and use the Provider Materials as necessary to receive and use the Hosting Services.

Any custom development, configuration, scripts, or deliverables created by the Provider specifically for the Customer in connection with this Agreement shall be owned by the Customer upon creation, and the Provider hereby assigns, and shall procure the assignment by its personnel of, all rights therein to the Customer. To the extent that any such deliverable incorporates Provider Materials, the Provider grants the Customer a perpetual, irrevocable, worldwide, royalty-free license to use them as part of that deliverable.

The Provider shall not use the Customer's name, logos, or trademarks in any publicity, customer list, or marketing material without the Customer's prior written consent in each instance.

If the Customer provides suggestions or feedback on the Hosting Services, the Provider may use them without obligation, provided that the Provider does not thereby use or disclose any Customer Data or Confidential Information of the Customer.

The Provider shall not, and shall not permit any third party to, reverse engineer, decompile, or access the Customer's proprietary source code or applications hosted in the Hosting Environment except as strictly necessary to perform the Hosting Services.

The Provider represents and warrants to the Customer that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has full power and authority to enter into and perform this Agreement; (ii) this Agreement constitutes its legal, valid, and binding obligation; and (iii) its execution and performance of this Agreement do not conflict with any agreement or obligation by which it is bound.

The Provider represents, warrants, and covenants that the Hosting Services shall be performed in a professional and workmanlike manner, in accordance with this Agreement, the Service Levels, and Applicable Law, and that the Hosting Services and the Hosting Environment shall conform in all material respects to the descriptions in this Agreement throughout the Term.

The Provider represents, warrants, and covenants that it holds, and shall maintain throughout the Term, all licenses, permits, certifications, and consents necessary to provide the Hosting Services, including [required certifications or licenses], and that it has the right to use all software and technology deployed in the Hosting Environment.

The Provider represents and warrants that the Hosting Services, the Hosting Environment, and the Provider Materials do not and shall not infringe, misappropriate, or violate any intellectual property or other rights of any third party, and that it shall use industry-standard measures to ensure that the Hosting Environment is free from viruses, malware, and other harmful code introduced by or through the Provider.

The Provider represents and warrants that it is not, and none of its personnel assigned to the Hosting Services is, subject to any pending or threatened litigation, investigation, or sanction that would materially impair its ability to perform this Agreement, and that it shall promptly notify the Customer if this ceases to be true.

The Customer represents and warrants that it is duly organized and validly existing, has the authority to enter into this Agreement, and is entering into it for business purposes, and that it has the right to upload and host the Customer Data as contemplated by this Agreement.

Except as expressly stated in this Agreement, neither Party makes any other warranty, whether express or implied. The warranties of the Provider in this Agreement are in addition to, and not in substitution for, any rights or remedies of the Customer.

The Provider shall defend, indemnify, and hold harmless the Customer, its affiliates, and their respective officers, directors, employees, and agents (the "Customer Indemnitees") from and against all losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim, demand, action, or proceeding arising from or relating to any claim that the Hosting Services, the Hosting Environment, or the Provider Materials infringe or misappropriate any intellectual property or other right of a third party.

The Provider shall further indemnify and hold harmless the Customer Indemnitees from and against all losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (i) any Security Incident to the extent caused by the Provider's breach of this Agreement or the acts or omissions of its personnel or subcontractors; (ii) any breach by the Provider of the section of this Agreement entitled Confidentiality or its data protection obligations; (iii) the Provider's gross negligence, fraud, or willful misconduct; and (iv) any violation of Applicable Law by the Provider.

The Customer shall defend and indemnify the Provider against any third-party claim to the extent that it is finally determined to have arisen from the Customer's knowing use of the Hosting Services in breach of the section of this Agreement entitled Customer Obligations and Acceptable Use, or from a claim that the Customer Data, as provided by the Customer and used in accordance with this Agreement, infringes the intellectual property rights of a third party.

The indemnified Party shall give the indemnifying Party prompt written notice of any claim, provided that any delay shall relieve the indemnifying Party of its obligations only to the extent it is materially prejudiced by the delay. The indemnifying Party shall have control of the defense and settlement, provided that it shall not settle any claim in a manner that imposes any liability or admission on the indemnified Party, or that does not fully release it, without the indemnified Party's prior written consent.

The indemnified Party may participate in the defense with counsel of its own choosing at its own expense, and shall provide reasonable cooperation at the indemnifying Party's expense. If the indemnifying Party fails to assume the defense within a reasonable time, the indemnified Party may defend the claim, and the indemnifying Party shall bear the reasonable costs of doing so.

If the Hosting Services or any part thereof become, or in the Provider's reasonable opinion are likely to become, the subject of an infringement claim, the Provider shall at its own expense and without diminishing the Hosting Services, either procure the right for the Customer to continue to use them, or modify or replace them so that they are non-infringing and functionally equivalent. This remedy is in addition to, and not in lieu of, the Provider's indemnification obligations.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under Applicable Law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Subject to the preceding clause and the clauses below, neither Party shall be liable to the other for any indirect, special, or consequential damages, or for loss of profits, revenue, or goodwill, arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.

Subject to the clauses below, the aggregate liability of the Customer arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total Fees paid and payable by the Customer under this Agreement in the [12] months preceding the event giving rise to the claim.

Subject to the clauses below, the aggregate liability of the Provider arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the greater of (i) [amount, being a multiple of the annual Fees] and (ii) [fixed amount].

The limitations and exclusions in this section shall not apply to, and the Provider's liability shall be unlimited with respect to: (i) the Provider's indemnification obligations under this Agreement; (ii) breach of the sections of this Agreement entitled Confidentiality or Data Security and Incident Notification, including any Security Incident caused by the Provider's breach; (iii) loss, corruption, or unauthorized disclosure of Customer Data caused by the Provider's breach; (iv) the Provider's gross negligence, fraud, or willful misconduct; and (v) the Provider's abandonment or wrongful suspension of the Hosting Services.

The following shall be deemed direct damages recoverable by the Customer, and shall not be excluded by this section: costs of restoring or recreating lost or corrupted Customer Data; costs of procuring replacement services for the remainder of the Term; costs of notifying affected persons and regulators and of related remediation; regulatory fines and penalties; and reasonable costs of investigating and responding to a Security Incident.

Service Credits paid or credited to the Customer shall not count towards the limit on the Provider's liability set out in this section.

This Agreement shall commence on the Effective Date and shall continue for an initial term of [number] months (the "Initial Term"), unless terminated earlier in accordance with this Agreement.

Upon expiry of the Initial Term, this Agreement shall automatically renew for successive renewal terms of [number] months each (each a "Renewal Term"), unless the Customer gives the Provider written notice of non-renewal not less than [number] days before the end of the then-current term. The Provider may elect not to renew only by giving the Customer written notice not less than [number] days before the end of the then-current term.

The Customer may terminate this Agreement for convenience at any time by giving the Provider not less than [number] days' written notice, and shall be liable only for Fees accrued up to the effective date of termination, and, if so specified, [early termination charge, if any].

Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and, where the breach is capable of remedy, fails to remedy it within [number] days after receiving written notice specifying the breach. The Provider's right to terminate for the Customer's breach shall be exercisable only in respect of a material breach, including non-payment of undisputed Fees exceeding [amount] after the procedure in this Agreement has been followed.

The Customer may terminate this Agreement immediately upon written notice if: (i) a Security Incident of a material nature occurs through the Provider's fault; (ii) the Provider repeatedly or materially fails to meet the Service Levels as described herein; (iii) the Provider undergoes a change of control to a competitor of the Customer or a person reasonably unacceptable to the Customer; or (iv) the Provider breaches Applicable Law in a manner that materially affects the Hosting Services.

Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation, administration, or any similar process, makes an assignment for the benefit of creditors, or ceases to carry on business.

Upon termination or expiry for any reason, the Provider shall refund to the Customer any prepaid Fees for the period after the effective date of termination (and in the case of termination by the Customer for the Provider's breach, any Service Credits accrued), and the Provider shall continue to provide the Hosting Services in accordance with the section of this Agreement entitled Transition Assistance and Data Migration. Termination or expiry shall not affect any accrued rights or any provisions intended to survive, including those relating to Confidentiality, Intellectual Property Rights, Indemnification, Limitation of Liability, Transition Assistance, and Governing Law and Dispute Resolution.

Upon notice of termination or non-renewal by either Party, or upon the Customer's request at any time during the final [number] months of the Term, the Provider shall provide the Customer with transition assistance to enable the orderly transfer of the Hosting Services and the Customer Data to the Customer or to a replacement provider designated by the Customer (the "Transition Assistance").

The Provider shall, at the Customer's request, continue to provide the Hosting Services on the same terms and at the Fees then applicable, for a transition period of up to [number] months following the date of termination or expiry (the "Transition Period"), which the Customer may shorten on [number] days' notice. This obligation shall apply regardless of the reason for termination, including where the Provider terminates for the Customer's breach, provided that the Customer pays undisputed Fees for the Transition Period in advance if so reasonably required.

During the Transition Period, the Provider shall deliver to the Customer a complete and current copy of all Customer Data, together with all databases, configurations, source code, application files, DNS records, SSL certificates (to the extent transferable), and associated metadata, in the formats specified in this Agreement or otherwise reasonably requested by the Customer, and shall verify the completeness and integrity of the data delivered.

The Provider shall cooperate in good faith with the Customer and any replacement provider, including by providing documentation of the Hosting Environment configuration as it relates to the Customer, technical advice, assistance with testing and cutover, and the reasonable availability of qualified personnel. Transition Assistance shall be provided at no charge for up to [number] hours, and thereafter at the rates of [hourly rate or rate card], which shall not exceed the Provider's standard rates charged to comparable customers.

The Provider shall not delete any Customer Data until the Customer has confirmed in writing that the migration is complete and verified, and in any event not earlier than [number] days after the end of the Transition Period. Thereafter, the Provider shall securely and permanently delete all Customer Data, including all backups and copies, from the Hosting Environment and the systems of its subcontractors, in accordance with recognized standards, and shall certify the deletion in writing to the Customer within [number] days.

The Provider shall not interfere with, delay, or condition Transition Assistance or the return of Customer Data, including on account of any dispute between the Parties or any claim to unpaid amounts, and acknowledges that damages may be an inadequate remedy for breach of this section, such that the Customer shall be entitled to seek specific performance or injunctive relief.

The Provider shall continue to comply with its obligations regarding confidentiality, security, and data protection in respect of all Customer Data for as long as it retains any Customer Data, whether or not this Agreement has expired or been terminated.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than obligations to pay undisputed amounts) to the extent that such failure or delay is caused by an event beyond its reasonable control that it could not have prevented or overcome by reasonable diligence, including natural disaster, flood, fire, earthquake, war, terrorism, civil disorder, epidemic, or governmental action (a "Force Majeure Event").

A Force Majeure Event does not include: (i) failures of the Provider's subcontractors or suppliers, unless they are themselves caused by a Force Majeure Event; (ii) equipment failures, power failures, or network or telecommunications outages that the Provider could have mitigated through redundancy or other measures consistent with industry standards or its disaster recovery plan; (iii) cyberattacks, malware, or denial-of-service attacks that could have been prevented by compliance with the security obligations in this Agreement; or (iv) labor disputes involving only the Provider's own personnel.

The affected Party shall notify the other Party in writing as soon as practicable, and in any event within [number] hours, after becoming aware of the Force Majeure Event, describing its nature, expected duration, and the obligations affected, and shall use all reasonable efforts to mitigate its effects and to resume performance as soon as possible.

The Provider's invocation of a Force Majeure Event shall not relieve it of its obligations under the sections of this Agreement entitled Data Backup and Disaster Recovery and Data Security and Incident Notification, which are intended to operate during such events. The Provider shall implement its disaster recovery plan in accordance with the Recovery Objectives.

For so long as the Provider is unable to provide the Hosting Services due to a Force Majeure Event, the Customer shall not be obliged to pay Fees for the affected Hosting Services and, if the Customer has prepaid, shall receive a proportionate credit or refund.

If a Force Majeure Event continues for more than [number] consecutive days, or [number] days in aggregate in any period of [number] months, the Customer may terminate this Agreement immediately by written notice without liability, and the section of this Agreement entitled Transition Assistance and Data Migration shall apply. The Provider may not terminate on the basis of a Force Majeure Event affecting the Customer.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws rules.

The Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through negotiation between their designated representatives. Either Party may initiate this process by written notice describing the dispute (a "Dispute Notice"), and the representatives shall meet within [number] days of the Dispute Notice.

If the dispute is not resolved within [number] days of the Dispute Notice, the Parties shall escalate the matter to senior executives with authority to settle it, who shall meet within a further [number] days, and may, by mutual agreement, refer the dispute to mediation under the rules of [mediation institution] before commencing formal proceedings.

If the dispute is not resolved through the procedures above within [number] days after the Dispute Notice, it shall be finally resolved by [binding arbitration administered by [arbitration institution] under its rules in force at the time / the courts of [Jurisdiction]]. Where arbitration applies, the seat shall be [city, jurisdiction], the tribunal shall consist of [number] arbitrator(s), the language shall be English, and the award shall be final and binding on the Parties.

Nothing in this section shall prevent either Party from seeking urgent injunctive or other interim relief from any court of competent jurisdiction at any time, including to protect Confidential Information, to secure access to or return of Customer Data, or to prevent suspension or interruption of the Hosting Services.

The Provider shall continue to perform the Hosting Services and to provide access to Customer Data during any dispute, and shall not suspend or withhold them by reason of the dispute, so long as the Customer continues to pay undisputed Fees.

The prevailing Party in any formal proceedings shall be entitled to recover its reasonable legal fees and costs from the other Party, as determined by the tribunal or court. This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior understandings. It may be amended only in writing signed by both Parties. If any provision is held invalid or unenforceable, the remainder shall continue in full force and effect. Neither Party may assign this Agreement without the other's prior written consent, except that the Customer may assign it to an affiliate or a successor to its business upon written notice. Notices shall be in writing and delivered to the addresses stated below, or such other address as a Party notifies in writing.