Web Hosting Agreement Template

In this Agreement, the following capitalized terms shall have the meanings set out below:

"Acceptable Use Policy" means the rules and restrictions governing the use of the Services set out in Section 6 of this Agreement, as may be updated by the Provider from time to time in accordance with this Agreement.

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

"Customer Data" means all data, files, content, software, databases, emails and other materials that are uploaded, stored, transmitted or otherwise processed on or through the Hosting Environment by or on behalf of the Customer or its end users.

"Fees" means the fees payable by the Customer to the Provider for the Services, as set out in the Order Form or as otherwise specified in Section 7.

"Hosting Environment" means the shared servers, network equipment, operating systems, control panel software and related infrastructure owned, leased or operated by the Provider and used to provide the Services.

"Hosting Plan" means the shared hosting package selected by the Customer, including the allocated disk space, bandwidth, number of accounts or domains, and other resource limits, as described in the Order Form: [Hosting Plan Description].

"Initial Term" means the period of [Initial Term Duration] commencing on the Effective Date.

"Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade names, domain names, database rights, design rights, trade secrets, know-how and all other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world.

"Monthly Uptime Percentage" means the total number of minutes in a calendar month, less the minutes of Downtime in that month, divided by the total number of minutes in that month, expressed as a percentage.

"Downtime" means the total number of minutes in a calendar month during which the Customer's hosted website is wholly unavailable due to a failure of the Hosting Environment, excluding Excluded Events.

"Excluded Events" means any unavailability or degradation of the Services arising from scheduled maintenance, emergency maintenance, Force Majeure Events, acts or omissions of the Customer or its users, Customer Data or third-party software, suspension in accordance with this Agreement, failures of the public internet or of networks outside the Provider's control, or any breach of this Agreement by the Customer.

"Order Form" means the order, online sign-up form or other ordering document accepted by the Provider that identifies the Hosting Plan, the Fees and the Services selected by the Customer.

"Services" means the shared web hosting services and related services to be provided by the Provider to the Customer under this Agreement, as described in Section 2.

"Service Credit" means the credit against future Fees calculated in accordance with Section 3.

"Term" means the Initial Term together with any Renewal Term, as provided in Section 16.

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. The words "including" and "includes" shall be construed without limitation. References to Sections are to sections of this Agreement.

In the event of any conflict between the main text of this Agreement and an Order Form, the main text shall prevail unless the Order Form expressly states otherwise and is signed by an authorized representative of the Provider.

Subject to the terms of this Agreement and the Customer's timely payment of the Fees, the Provider shall provide the Customer with the Services during the Term, consisting of the hosting of the Customer's website(s) and associated email and database resources on the Hosting Environment in accordance with the Hosting Plan.

The Customer acknowledges and agrees that the Services are provided on a shared basis, such that the Hosting Environment, including server resources, IP addresses and bandwidth, is shared with other customers of the Provider. No dedicated server, virtual server or exclusive resources are provided under this Agreement.

The Provider shall grant the Customer a non-exclusive, non-transferable, revocable right during the Term to access and use the Services, including any control panel made available by the Provider, solely for the Customer's internal business purposes and in accordance with the Hosting Plan.

The Provider may impose reasonable limits on resource usage, including CPU, memory, input/output, concurrent processes, disk inodes, email volume and bandwidth, as specified in the Hosting Plan or as reasonably necessary to protect the stability, performance and security of the Hosting Environment. If the Customer's usage exceeds such limits, the Provider may, after notice, require the Customer to upgrade the Hosting Plan, throttle the Customer's resource consumption, or suspend the affected Services in accordance with Section 15.

The Provider may, in its sole discretion, modify, upgrade, replace or relocate any part of the Hosting Environment, including hardware, software, data center location and IP addresses, provided that such changes do not materially reduce the core functionality of the Services under the Hosting Plan.

The Provider may engage subcontractors, data center operators and other third-party suppliers to perform any part of the Services, and shall remain responsible for their performance of the Services to the extent provided in this Agreement.

Any additional services requested by the Customer, including domain registration, SSL certificates, migration assistance, or custom configuration, shall be provided only if agreed in writing and shall be subject to the additional fees of [Additional Services Fees] and any applicable third-party terms.

The Customer shall not resell, sublicense or provide the Services to third parties, or use the Services as a hosting platform for third parties, without the prior written consent of the Provider.

The Provider shall use commercially reasonable efforts to ensure that the Monthly Uptime Percentage of the Hosting Environment is at least 99.5% in each calendar month during the Term (the "Uptime Commitment").

Downtime shall be measured by the Provider using its monitoring systems and records, which shall be conclusive in the absence of manifest error. Excluded Events shall not count as Downtime for any purpose.

If the Provider fails to meet the Uptime Commitment in a calendar month, the Customer shall be entitled, subject to this Section, to a Service Credit calculated as a percentage of the monthly Fees paid for the affected Services for that month as follows: [Service Credit Percentage] where the Monthly Uptime Percentage is below 99.5% but at least [Tier 1 Threshold]; and [Service Credit Percentage] where it is below [Tier 1 Threshold]. The total Service Credits in any calendar month shall not exceed [Maximum Service Credit Percentage] of the monthly Fees for that month.

To receive a Service Credit, the Customer must submit a written claim to the Provider within [Claim Period] days after the end of the calendar month in which the Downtime occurred, identifying the dates, times and nature of the Downtime. Failure to submit a claim within that period shall constitute a waiver of the Customer's right to the Service Credit for that month.

Service Credits shall be applied against the Fees due for subsequent billing periods and shall not be redeemable for cash or refunded, except upon expiry or termination of this Agreement, when any accrued and validated Service Credits shall be applied against any outstanding amounts owed by the Customer. Service Credits shall not be granted while the Customer is in arrears of any payment or otherwise in breach of this Agreement.

The Service Credits set out in this Section constitute the Customer's sole and exclusive remedy, and the Provider's sole and entire liability, for any failure of the Provider to meet the Uptime Commitment or any other service level or unavailability of the Services.

The Uptime Commitment applies solely to the availability of the Hosting Environment and does not constitute a guarantee as to the speed, performance, latency or error-free operation of the Customer's website or applications.

The Provider shall provide technical support to the Customer by [Support Channels, e.g., ticketing system and email] during the hours of [Support Hours] on Business Days. Support shall be provided in the English language unless otherwise agreed.

The Provider shall use reasonable efforts to respond to support requests within [Target Response Time] of receipt. Response times are targets only and do not constitute guaranteed service levels, and failure to meet them shall not entitle the Customer to any Service Credit or other remedy.

Technical support is limited to the Hosting Environment and the operation of the Services. Support does not include the development, debugging, administration or optimization of the Customer's website, applications, scripts, content management systems or third-party software, or training of the Customer's personnel, unless separately agreed in writing and subject to additional fees of [Support Fees].

The Provider may perform scheduled maintenance of the Hosting Environment and shall use reasonable efforts to give the Customer at least [Maintenance Notice Period] prior notice, by email or through the control panel, of any maintenance that is expected to cause material interruption of the Services. Scheduled maintenance shall generally be performed during [Maintenance Window].

The Provider may perform emergency maintenance, including security patching and hardware replacement, at any time and with such notice as is reasonably practicable under the circumstances. Such emergency maintenance shall not constitute a breach of this Agreement.

Support requests may be submitted only by the Customer's designated technical contacts identified in the Order Form or subsequently notified in writing. The Provider may decline to act on requests from unauthorized persons.

The Provider shall have no obligation to provide support in respect of any problem caused by the Customer's breach of this Agreement, unauthorized modification of the Services, or use of the Services otherwise than in accordance with the Provider's documentation.

The Customer shall be solely responsible for the development, content, operation, maintenance, legality and security of its website(s), applications, scripts and Customer Data, and for all activities occurring under its account.

The Customer shall provide accurate, current and complete registration and contact information, and shall promptly notify the Provider of any changes. The Provider may rely on any communication received from the Customer's designated contacts.

The Customer shall keep all usernames, passwords, access keys and other credentials secure and confidential, shall implement reasonable password policies, and shall notify the Provider immediately upon becoming aware of any unauthorized access to or use of its account. The Customer shall be liable for all acts and omissions occurring through the use of its credentials.

The Customer shall keep all software, plugins, themes, scripts and applications installed by or for it on the Hosting Environment reasonably up to date and free from known vulnerabilities, and shall promptly remediate any security issue notified by the Provider.

The Customer shall comply with all laws, regulations and third-party rights applicable to its use of the Services and to Customer Data, and shall obtain and maintain at its own cost all licenses, consents, permits and registrations necessary for its business and content, including any required consents from end users.

The Customer shall be responsible for its own internet connectivity, equipment and software required to access the Services, and for the registration, renewal and administration of its domain names, unless the Provider has expressly agreed in writing to manage them.

The Customer shall cooperate with the Provider in the diagnosis and resolution of any technical issue, shall provide information and access reasonably requested, and shall promptly comply with any reasonable instruction from the Provider relating to the security or integrity of the Hosting Environment.

The Customer shall use the Services only for lawful purposes and in compliance with this Acceptable Use Policy. The Customer shall ensure that its employees, contractors and end users also comply with it.

The Customer shall not use the Services to host, store, transmit, publish or link to any content or material that is unlawful, defamatory, obscene, pornographic involving minors, harassing, discriminatory, fraudulent, deceptive or that infringes the Intellectual Property Rights, privacy or other rights of any third party.

The Customer shall not use the Services to engage in or facilitate: (i) the distribution of viruses, malware, ransomware or other harmful code; (ii) phishing, spoofing or fraudulent schemes; (iii) unsolicited bulk or commercial email or messaging; (iv) port scanning, denial-of-service attacks, or attempts to gain unauthorized access to any system or network; or (v) the operation of open proxies, anonymizers, mail relays or similar services.

The Customer shall not use the Services in a manner that, in the Provider's reasonable opinion, adversely affects the performance, stability, security or availability of the Hosting Environment or the services of other customers, including by excessive consumption of shared resources or the running of long-duration or resource-intensive processes, cryptocurrency mining, file-sharing or torrent services, or public file-storage and backup archives.

The Customer shall not attempt to circumvent resource limits, security measures or monitoring systems, or reverse engineer, disassemble or tamper with any part of the Hosting Environment.

The Provider may monitor the Hosting Environment for compliance with this Section, and may investigate suspected violations. The Provider may remove or disable access to any content that it reasonably believes violates this Section or is the subject of a valid legal complaint or order, and may disclose information to law enforcement or regulatory authorities where required or permitted by applicable law.

The Provider may amend this Acceptable Use Policy from time to time by giving the Customer at least [AUP Notice Period] notice by email or by publication on [Provider Website]. Continued use of the Services after the effective date of the amendment constitutes acceptance of it.

A violation of this Section shall constitute a material breach of this Agreement, entitling the Provider to exercise its rights under Sections 15 and 16, without liability to the Customer.

The Customer shall pay to the Provider the Fees set out in the Order Form, being [Monthly Fee Amount] per month for the Hosting Plan, together with any fees for additional services, in [Currency].

The Provider shall invoice the Customer monthly in advance, and each invoice shall be issued on or about [Invoice Date] of the month preceding the billing period to which it relates. The first invoice shall be issued on or about the Effective Date and shall cover any partial month on a pro rata basis.

Unless otherwise stated on the invoice, the Customer shall pay each invoice in full, without set-off, deduction or counterclaim, within [Payment Period] days of the invoice date, by [Payment Method] to the account specified by the Provider. Payment shall be deemed made only when cleared funds are received by the Provider.

All Fees are exclusive of value added tax, sales tax, withholding tax, duties and any other applicable taxes, levies or charges, all of which shall be borne by the Customer. If the Customer is required by law to make any withholding or deduction, it shall pay such additional amount as is necessary so that the Provider receives the full amount it would have received absent such withholding.

If any amount is not paid when due, the Provider may, without prejudice to its other rights, charge interest on the overdue amount at the rate of [Late Payment Interest Rate] per month, or the maximum rate permitted by applicable law if lower, from the due date until actual payment, together with a reasonable administrative charge of [Late Payment Fee] and all costs of collection, including reasonable legal fees.

The Provider may increase the Fees, including for any Renewal Term, by giving the Customer at least [Fee Increase Notice Period] prior written notice. If the Customer does not agree to the increase, its sole remedy shall be to terminate this Agreement under Section 16 before the increase takes effect.

All Fees are non-refundable, except as expressly stated in this Agreement. The Customer shall not be entitled to any refund or pro rata reimbursement upon termination or downgrade during a prepaid billing period.

The Customer may dispute an invoice in good faith by written notice to the Provider within [Dispute Period] days of the invoice date, specifying the grounds. The Customer shall pay all undisputed amounts by the due date, and the Parties shall endeavor to resolve the dispute promptly.

The Customer acknowledges and agrees that the Customer is solely responsible for creating, maintaining, verifying and testing backups of all Customer Data, including its website files, databases, emails and configurations, and for maintaining copies of the Customer Data independent of the Hosting Environment.

The Provider has no obligation under this Agreement to back up, archive or restore any Customer Data. Any backup, snapshot or restoration facility that the Provider may make available from time to time, whether free of charge or for an additional fee, is provided as a courtesy only, without any warranty as to completeness, frequency, availability, integrity or usability, and shall not relieve the Customer of its responsibility under this Section.

To the maximum extent permitted by applicable law, the Provider shall have no liability for any loss, corruption, deletion or unavailability of Customer Data, however caused, including as a result of hardware failure, software error, security incident, human error or the act or omission of the Provider.

As between the Parties, the Customer retains all right, title and interest in and to the Customer Data. The Customer grants the Provider a non-exclusive, worldwide, royalty-free license during the Term to host, copy, transmit, display and otherwise process the Customer Data to the extent necessary to provide the Services, to enforce this Agreement and to comply with applicable law.

The Customer represents and warrants that it has all rights necessary to submit the Customer Data to the Hosting Environment and to grant the license above, and that the Customer Data and its use as contemplated by this Agreement do not and will not violate any law or infringe the rights of any third party.

Upon termination or expiration of this Agreement, the Customer may retrieve its Customer Data for a period of [Data Retrieval Period] days, provided that all outstanding Fees have been paid. After that period, the Provider may delete the Customer Data permanently and without further notice, and shall have no obligation to retain or return it.

The Provider may retain Customer Data to the extent required by applicable law, legal process or bona fide legal claims, or for the period in which it remains in routine backup systems of the Provider, subject to the confidentiality obligations of this Agreement.

Each Party shall comply with the data protection and privacy laws applicable to it in connection with this Agreement. To the extent the Provider processes personal data on behalf of the Customer, the Customer shall be the controller (or equivalent) of such personal data, and the Provider shall be the processor (or equivalent).

The Provider shall process such personal data only on the Customer's documented instructions, as set out in this Agreement and the Customer's use of the Services, unless otherwise required by applicable law, and shall ensure that personnel authorized to process it are bound by appropriate obligations of confidentiality.

The Customer is solely responsible for determining the lawfulness of its processing of personal data, for providing all required notices to, and obtaining all required consents from, data subjects, and for ensuring that the Services and the security measures described in this Section are appropriate for the personal data it chooses to host. The Customer shall not host special categories of personal data, payment card data or other regulated data on the Hosting Environment unless expressly agreed in writing.

The Provider shall implement and maintain reasonable technical and organizational measures designed to protect the Hosting Environment against unauthorized access, loss or destruction, including [Security Measures Description]. The Customer acknowledges that no system is completely secure and that the Provider does not guarantee that the Services will be free from unauthorized access or attack.

The Provider shall notify the Customer without undue delay after becoming aware of a confirmed breach of security of the Hosting Environment leading to the accidental or unlawful destruction, loss, alteration or unauthorized disclosure of personal data included in Customer Data. Such notification shall not constitute an admission of fault or liability.

The Customer authorizes the Provider to engage sub-processors for the provision of the Services, including data center and infrastructure providers, and the Provider shall ensure that such sub-processors are bound by obligations of data protection materially consistent with this Section. The Provider shall make a list of sub-processors available upon reasonable request.

The Provider shall, at the Customer's cost and upon reasonable request, provide such assistance as is reasonably necessary to enable the Customer to respond to data subject requests and to comply with its legal obligations relating to the personal data processed. Where personal data is transferred across borders, the Parties shall enter into such additional safeguards as are required by applicable law.

Except as expressly provided in this Agreement, nothing in this Agreement transfers or assigns any Intellectual Property Rights from one Party to the other. The Provider and its licensors retain all right, title and interest in and to the Services, the Hosting Environment, the control panel, any software, documentation and tools provided by the Provider, and all improvements and derivatives thereof.

The Customer retains all Intellectual Property Rights in the Customer Data and its own trademarks, logos and website content, subject to the license granted to the Provider under Section 8.

The Customer shall not copy, modify, distribute, sell, lease, sublicense, reverse engineer or create derivative works of any software or materials provided by the Provider or its licensors, except to the extent expressly permitted by this Agreement or by mandatory applicable law.

Any third-party software or applications made available through the Services, including control panel software and auto-installers, are licensed to the Customer subject to the applicable third-party license terms, with which the Customer shall comply. The Provider makes no warranty regarding such third-party software.

If the Customer provides the Provider with any suggestions, feedback or ideas regarding the Services, the Provider shall be free to use and incorporate them into its products and services without restriction, payment or attribution.

The Customer grants the Provider a limited right to display the Customer's name and logo in customer lists and promotional materials, unless the Customer objects in writing. The Customer shall not use the Provider's name, trademarks or logos without the Provider's prior written consent.

The Provider shall have the right to remove or disable access to any content in respect of which it receives a notice alleging infringement of Intellectual Property Rights, and may terminate the accounts of repeat infringers.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving 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, including the terms of this Agreement, pricing, technical information, security procedures, business plans and, in the case of the Customer, the Customer Data.

The Receiving Party shall: (i) use the Confidential Information solely for the purpose of performing or exercising its rights under this Agreement; (ii) not disclose it to any third party except as permitted by this Section; and (iii) protect it with at least the same degree of care it uses for its own confidential information of a similar nature, and in any event no less than reasonable care.

The Receiving Party may disclose Confidential Information to its employees, officers, affiliates, subcontractors, professional advisers, insurers and sub-processors who have a need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Section.

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

The Receiving Party may disclose Confidential Information to the extent required by law, court order or a competent regulatory or governmental authority, provided that, where lawful and practicable, it gives the Disclosing Party prompt notice to allow it to seek protective measures, and discloses only the portion legally required.

The Receiving Party shall, upon written request following termination of this Agreement, return or destroy the Disclosing Party's Confidential Information, subject to Section 8 and except for copies required to be retained by law or stored in routine backup systems, which shall remain subject to this Section.

The obligations under this Section shall continue during the Term and for a period of [Confidentiality Period] years after its termination or expiration, and, with respect to trade secrets and Customer Data, for as long as they remain confidential or protected by law.

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that this Agreement constitutes its valid and binding obligation.

The Provider warrants that it shall provide the Services with reasonable skill and care, in a manner consistent with generally accepted industry standards for shared hosting services. The Customer's sole remedy for breach of this warranty shall be the re-performance of the non-conforming Services or, where re-performance is not reasonably possible, the remedies set out in Section 3 and Section 16.

The Customer represents, warrants and undertakes that: (i) it is entering into this Agreement for business purposes and not as a consumer; (ii) the Customer Data and its use of the Services will comply with applicable law and this Agreement; and (iii) all information provided to the Provider is accurate and complete.

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES AND ALL RELATED SOFTWARE, MATERIALS AND SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

The Provider does not warrant that the Services will be uninterrupted, timely, secure or error-free, that defects will be corrected, that the Hosting Environment will be free of viruses or harmful components, or that the Services will meet the Customer's particular requirements or achieve any particular business result, including search engine ranking or website traffic.

The Provider shall not be responsible for any delays, failures, interruptions or damages arising from the internet, telecommunications networks, third-party services, domain registries or the acts or omissions of any third party outside its reasonable control.

No advice or information, whether oral or written, obtained by the Customer from the Provider shall create any warranty not expressly stated in this Agreement.

Nothing in this Agreement shall exclude or limit any liability that cannot be excluded or limited under applicable law, including liability for fraud, willful misconduct, or death or personal injury caused by negligence.

SUBJECT TO THE PRECEDING CLAUSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER SHALL NOT BE LIABLE TO THE CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, GOODWILL, ANTICIPATED SAVINGS, OR LOSS, CORRUPTION OR UNAVAILABILITY OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

SUBJECT TO THE FIRST CLAUSE OF THIS SECTION, THE PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (I) THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO THE PROVIDER FOR THE SERVICES IN THE [Liability Cap Period] MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY, AND (II) [Liability Cap Amount].

Service Credits paid or applied under Section 3 shall count towards, and reduce, the cap on liability set out in this Section.

The Customer acknowledges that the Fees reflect the allocation of risk set out in this Agreement, that the Provider would not enter into this Agreement without the limitations in this Section, and that such limitations are reasonable.

Any claim by the Customer arising out of or in connection with this Agreement must be brought within [Claim Limitation Period] of the date on which the cause of action arose, failing which it shall be barred to the extent permitted by applicable law.

Nothing in this Section shall limit the Customer's obligation to pay the Fees or its liability under Section 14.

The Customer shall defend, indemnify and hold harmless the Provider, its affiliates and their respective officers, directors, employees, agents and subcontractors (the "Provider Indemnitees") from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) the Customer Data or the Customer's website(s), including any claim that they infringe or misappropriate the rights of a third party or violate applicable law; (ii) the Customer's breach of this Agreement, including the Acceptable Use Policy; (iii) the use of the Services by the Customer or through its account, including by its end users; or (iv) the Customer's violation of applicable law.

The Provider shall: (i) give the Customer prompt written notice of any claim for which indemnification is sought, provided that failure to do so shall relieve the Customer of its obligations only to the extent it is materially prejudiced; (ii) permit the Customer to control the defense and settlement of the claim, provided that the Customer shall not settle any claim in a manner that imposes any liability or admission on the Provider Indemnitees without the Provider's prior written consent; and (iii) provide reasonable cooperation at the Customer's expense.

The Provider Indemnitees may participate in the defense of any claim with counsel of their choice at their own expense, and may assume the defense at the Customer's expense if the Customer fails to diligently defend the claim within a reasonable time.

Subject to Section 13, the Provider shall defend the Customer against any third-party claim alleging that the Hosting Environment, as provided by the Provider and used in accordance with this Agreement, infringes the Intellectual Property Rights of that third party, and shall pay the damages finally awarded against the Customer or agreed in settlement by the Provider. The Provider shall have no such obligation where the claim arises from Customer Data, modification of the Services by anyone other than the Provider, combination with items not supplied by the Provider, or use in breach of this Agreement.

If the Hosting Environment becomes, or in the Provider's opinion is likely to become, the subject of an infringement claim, the Provider may, at its option and expense, procure the right for the Customer to continue using it, modify it so that it is non-infringing, or terminate the affected Services and refund any prepaid Fees for the period after termination. This Section states the Provider's entire liability and the Customer's exclusive remedy for any claim of infringement.

The indemnification obligations of the Customer under this Section shall not be subject to the limitations of liability in Section 13.

The Provider may suspend all or part of the Services, with or without notice as is reasonable in the circumstances, if: (i) any amount due from the Customer remains unpaid for more than [Suspension Grace Period] days after its due date; (ii) the Provider reasonably believes that the Customer has breached the Acceptable Use Policy or any other material provision of this Agreement; or (iii) the Customer's use of the Services threatens the security, integrity, stability or availability of the Hosting Environment or the services of other customers.

The Provider may also suspend the Services, immediately and without liability, where required by law, court order or the request of a competent authority, or where the Provider reasonably suspects fraudulent or unlawful activity in connection with the Customer's account, or in the event of a security compromise of the Customer's account.

Where reasonably practicable and lawful, and where the circumstances do not require immediate action, the Provider shall endeavor to notify the Customer by email of the suspension and the reasons for it, and the Customer shall remedy the cause of suspension without delay.

The Provider shall restore the Services within a reasonable time after the cause of the suspension has been remedied to the Provider's reasonable satisfaction and the Customer has paid all outstanding Fees, together with a reactivation fee of [Reactivation Fee], where applicable.

Fees shall continue to accrue during any suspension arising from the Customer's act or omission, and the Customer shall not be entitled to any Service Credit, refund or other compensation in respect of such suspension. Time during which the Services are suspended under this Section shall be an Excluded Event.

The Provider shall not be liable for any loss or damage suffered by the Customer or any third party as a result of a suspension carried out in accordance with this Section. Suspension shall be without prejudice to the Provider's right to terminate this Agreement.

If the Services remain suspended for more than [Suspension Termination Period] days, the Provider may terminate this Agreement under Section 16 and delete Customer Data in accordance with Section 8.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue for the Initial Term. Thereafter, it shall automatically renew for successive periods of [Renewal Term Duration] (each a "Renewal Term"), unless either Party gives the other written notice of non-renewal at least [Non-Renewal Notice Period] before the end of the then-current Initial Term or Renewal Term.

Either Party may terminate this Agreement for convenience by giving not less than [Convenience Notice Period] prior written notice to the other Party, provided that the Customer shall remain liable for all Fees due through the end of the then-current billing month and no refund shall be due.

The Provider may terminate this Agreement immediately upon written notice if the Customer: (i) fails to pay any amount when due and does not remedy such failure within [Payment Cure Period] days after notice; (ii) commits a material breach of this Agreement, including the Acceptable Use Policy, that is incapable of remedy or that is not remedied within [Cure Period] days after notice; (iii) repeatedly breaches this Agreement, whether or not remedied; or (iv) becomes insolvent, is unable to pay its debts as they fall due, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, liquidation, administration or similar proceeding.

The Customer may terminate this Agreement upon written notice if the Provider commits a material breach of this Agreement and fails to remedy it within [Customer Cure Period] days after receiving detailed written notice of the breach.

Upon expiry or termination of this Agreement for any reason: (i) the Customer's right to use the Services shall cease; (ii) all outstanding Fees and other amounts owed by the Customer shall become immediately due and payable; (iii) each Party shall comply with Section 11 as to Confidential Information; and (iv) Customer Data shall be dealt with in accordance with Section 8.

Termination or expiration of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties accrued up to the date of termination. Sections 1, 7 (as to accrued amounts), 8, 10, 11, 12, 13, 14, 16, 18 and any other provision that by its nature is intended to survive shall survive termination or expiration.

If the Provider terminates this Agreement under this Section on account of the Customer's breach, the Customer shall not be entitled to any refund of prepaid Fees.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, other than an obligation to pay money, to the extent that such failure or delay is caused by an event or circumstance beyond its reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake, storm, epidemic, war, terrorism, civil unrest, strikes or labor disputes, governmental action, embargoes, power or utility failures, failures or outages of telecommunications or internet networks or upstream providers, and cyber-attacks, including distributed denial-of-service attacks, that could not have been prevented by reasonable precautions.

The Party affected by a Force Majeure Event shall notify the other Party as soon as reasonably practicable, describing the event and its anticipated duration, and shall use reasonable efforts to mitigate its effects and resume performance.

During a Force Majeure Event, the obligations of the affected Party shall be suspended to the extent and for the duration that performance is prevented. Force Majeure Events shall constitute Excluded Events and shall not give rise to any Service Credit.

The Customer shall not be relieved of its obligation to pay the Fees for any period during which the Services are provided, in whole or in part, notwithstanding a Force Majeure Event.

If a Force Majeure Event continues for more than [Force Majeure Period] consecutive days, either Party may terminate this Agreement by written notice to the other Party, without liability for such termination, provided that the Customer shall pay all Fees accrued up to the date of termination.

The Provider shall not be required to settle any labor dispute or comply with any demand of a governmental authority contrary to its interests in order to overcome a Force Majeure Event.

This Agreement and any dispute, controversy or claim arising out of or in connection with it, including its existence, validity, interpretation, performance, breach or termination, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute through negotiations between their senior representatives. Either Party may initiate such negotiations by written notice describing the dispute, and if the dispute is not resolved within [Negotiation Period] days after such notice, either Party may proceed in accordance with the following clauses.

Any dispute that is not resolved under the preceding clause shall be finally resolved by [Arbitration / Court Litigation – select one] under [Arbitration Rules / Courts of Jurisdiction]. Where arbitration applies, the seat of arbitration shall be [Seat of Arbitration], the language of the proceedings shall be English, and the tribunal shall consist of [Number of Arbitrators] arbitrator(s). Where court litigation applies, the courts of [Jurisdiction for Courts] shall have exclusive jurisdiction.

Notwithstanding the foregoing, the Provider may at any time seek injunctive or other equitable or interim relief from any court of competent jurisdiction to protect its Intellectual Property Rights, the Hosting Environment, or Confidential Information, or to recover unpaid Fees.

Each Party shall bear its own costs in connection with any dispute resolution process, provided that the tribunal or court may award reasonable costs and legal fees to the prevailing Party, and the Customer shall bear the Provider's reasonable costs of collecting overdue Fees.

All notices under this Agreement shall be in writing and delivered by hand, by recognized courier or by email to the addresses set out below the Parties' signatures (or such other address as a Party notifies), and shall be deemed received: on delivery if by hand or courier; and on the next Business Day after sending if by email, absent notice of non-delivery. The Provider may also give operational notices through the control panel or by publication on [Provider Website].

This Agreement, together with the Order Form, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior agreements, understandings and representations. Any amendment must be in writing and signed by both Parties, except as otherwise permitted in this Agreement. The Customer may not assign or transfer this Agreement without the Provider's prior written consent, whereas the Provider may assign it to an affiliate or a successor to its business. If any provision is held invalid or unenforceable, the remainder shall remain in full force and effect. No failure or delay in exercising any right shall operate as a waiver of it.

This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.