Reseller Hosting Terms of Service

This Reseller Hosting Agreement is between VIVID TELECOM LIMITED (“Vivid Telecom”), also known as VIVID TELECOM, a Vivid Telecom registered in England and Wales under Vivid Telecom number 06717474 and with our registered office at Unit 2477 Chynoweth House, Trevissome Park, Truro, Cornwall, TR4 8UN and the Reseller who orders the services from us (“Reseller”. Please ensure that you read this agreement carefully. By using the Vivid Telecom service, you acknowledge that you have read, understood and agreed to be bound by all the terms and conditions of this agreement.

Vivid Telecom may modify this agreement from time to time in its sole discretion, which will come in effect as soon as its posted to the Vivid Telecom website. Your use of the Services includes the ability to enter into agreement and make purchases electronically.

You as the Reseller acknowledge that your electronic approval constitutes your acceptance to the Agreement for each electronic purchase or transaction you enter. Vivid Telecom may at any time accept or reject any orders you submit in its sole discretion.

If you enter in to this agreement on behalf of a legal entity, such as the Vivid Telecom you work for you warrant and represent to us that you have the legal authority to bind that entity to this agreement. You acknowledge and agree you will use the service for the purpose of reselling web hosting.

Definitions

“Data” means all info (including text, sound files and personal data) and other content that you store on our hosted servers.

“Order” means a service that has been submitted in form of electronic, fax or as a paper form document, which has been provided to you by Vivid Telecom for signature that describes the service you are purchased that is signed by you.

“Support” means Vivid Telecom employees or subcontractors trained to help resolve any problems you have. These support issues will be available by online chat, telephone, chat and ticket support 24/7.

“Business Day” means Monday to Sunday, excluding public holidays.

Vivid Telecom Responsibilities

Vivid Telecom shall provide to you the services and support subject to the terms and conditions of the agreement but this is depended on the complete payment made by the Reseller, in order to provision the service.

What are the Resellers Responsibilities?

The reseller shall comply with the applicable laws and the terms of service set out in this agreement. The reseller shall ensure that the services offered are made available only to end users. The reseller shall ensure that they pay Vivid Telecom the amounts set out for each order for services attributed to reseller. The reseller must pay all VAT and any other similar charges however designated or imposed on it as a result of the agreement.

The reseller shall ensure their account information stored in the client area is true, and accurate as failure to keep this up to date will result in immediate termination.

The reseller assumes full responsibility for providing their end users with any required disclosure or explanation of the various products and service being offered to them from Vivid Telecom. The reseller is solely responsible for making back-up copies of their website and content.

Vivid Telecom agrees that we will maintain at least one (1) current copy of the Reseller’s data stored on our servers.

You are not allowed to keep backups on individual accounts created in your Reseller accounts. This also includes Softaculous backups and if these are found then Vivid Telecom reserves the right to delete such backup without prior notice.

It is the Reseller’s responsibility to ensure that there is no excessive overloading, phishing, spamming or sending bulk emails, fraudulent activities on the Vivid Telecom servers as suspensions of service will be made if the reseller Is found to be in breach.

End User Data

The reseller and Vivid Telecom shall be responsible for, and shall follow good industry practices to safeguard, maintain confidential data of the end users and shall comply with all applicable General Data Protection Regulations. Although the reseller and Vivid Telecom may have access to the data of the end user using the product/services the parties shall do so only to the extent necessary to carry out their respective responsibilities under this agreement and for no other purpose.

Under no circumstances would Vivid Telecom Use Reseller or End User data for marketing, sales or other promotions. Data provided by both parties shall be treated as Confidential Information of the Reseller.

System Resource Usage

The reseller must ensure that they do not abuse the server CPU and memory. Depending on the severity of the violation this could result in suspension of services. The reseller will be receiving an email advising of the issue. If a second or third violation is sent then this will result in their agreement being terminated.
Any violations of this may result in additional charges being invoiced to the reseller.

If for any reason the Reseller’s agreement is terminated, then the Reseller would not be entitled to any refunds under that agreement

End User Backups

The Reseller acknowledges that each individual site backups are of the responsibility of the reseller.

The Reseller also agrees that they are not allowed to keep more than 3 of the latest versions of backups may be deleted with or without prior notice and the backup service being removed from the Reseller’s control panel. This would mean that Vivid Telecom would take full management of the backup process and further charges being added to the Reseller account to cover administration costs for the backup.

If the Reseller requires a managed backup solution then Vivid Telecom would setup a dedicated instance for the reseller on the Azure or Amazon servers where their end users backups would be stored. Applicable fees charged by Azure or Amazon would be passed on to the Reseller. Failure to make payments for the storage costs on time will result in an immediate termination of service and possible legal action..

Reseller Account Upgrade and Downgrades

Downgrading a Reseller Account to a shared hosting account is prohibited however you the ability to upgrade to the next highest package.

Confidentiality

The Reseller must ensure that the data received by the end user is kept confidential and
must compliant in relations to the upcoming GDPR rules (General Data Protection Regulation).  The information shall not be released, disclosed, sold or distributed and could face criminal court and possible a fine from the ICO.

Disclosure of Confidential Information shall be permitted if such Confidential Information is required to be disclosed by law or by any rule, regulation or order of a person having jurisdiction or pursuant to a final order or judgment of a court of competent jurisdiction, and in such case if both the Reseller and the End User will cooperate with one another to attempt, if possible, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to such Confidential Information prior to disclosing such Confidential Information.

The Reseller and End Users agree that any breach of the terms of this will cause irreparable harm and damage the aggrieved party.

Property Rights

Vivid Telecom hereby grants the Reseller non-exclusive, non-transferable royalty-free license during the agreement to use Vivid Telecom products and services solely for the purpose of accessing and using the Reseller program.

Termination

Vivid Telecom may terminate your access to the services in whole or in part without notice in the event that you fail to pay for your services due, violate the agreement which may incur liability. Vivid Telecom shall jot refund to you any fees paid in advance of such termination. Additionally, Vivid Telecom may charge you for all fees due for the Services for the remaining portion of the current term.

Please note that upon termination of the services for any reason, the user ‘s contents, websites and other data will be lost.

Disclaimer

Vivid Telecom makes no representation or warranties or conditions of any kind concerning the products/services. The products or their use shall not be liable in any manner whether expressed or implied.

Indemnities

Vivid Telecom shall indemnify and hold harmless the Reseller, its employees, officers, directors, mandataries and agents from and against any and all Claims brought by a third party arising out of or in connection with infringement or alleged infringement of the Intellectual Property Rights of such third party due to the distribution of the Products/ Services under this Agreement. If the Products/ Services become or are likely to become the subject of an infringement claim or action, Vivid Telecom may at its sole discretion:

procure, at no cost to the Reseller, the right to continue distributing and using Products/ Services; replace or modify the Products/ Services so that they become non infringing; or withdraw the Products/ Services and terminate any End User Licence Agreement without further obligation.

Reservation of Rights

Vivid Telecom explicitly reserves the right and sole discretion to Censor any web site hosted on its Web Hosting servers that, in Vivid Telecom’s sole discretion, is deemed inappropriate; Review every Reseller Hosting account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels; Modify its pricing through email notification; Terminate your Web Hosting service for unsolicited, commercial e-mailing (i.e., SPAM); illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; non-payment of Web Hosting fees; and other activities whether lawful or unlawful that Vivid Telecom determines to be harmful to its other Resellers, operations, or reputation; Terminate your Web Hosting service if the contents of your web site result in, or are the subject of, legal action or threatened legal action, against Vivid Telecom or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. Vivid Telecom has no obligation to monitor your site or any of your content, but reserves the right in its sole discretion to do so.

Dispute Resolution Policy

Reseller agrees that if a dispute arises as a result of one or more web sites Vivid Telecom is hosting for you, you will indemnify, defend and hold Vivid Telecom harmless for damages arising out of such dispute. Reseller also agrees that if Vivid Telecom is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a web site hosted by Vivid Telecom, that Vivid Telecom, in its sole discretion, may take whatever action Vivid Telecom deems necessary regarding further modification, assignment of and/or control of the web site to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

Entire Agreement

This Agreement and the additional policies and agreement stated hereto collectively constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions with respect to the subject matter hereof whether oral or written. In case of a conflict between the Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of Reseller or Vivid Telecom, the terms and conditions of the Agreement shall control. No additional terms or conditions relating to the subject matter of the Agreement shall be effective unless approved in writing by any authorized representative of Reseller and Vivid Telecom. This Agreement may only be amended, modified or supplemented by a written agreement signed by both of the Parties hereto; provided, however, that these Terms of Program may be modified from time to time by Vivid Telecom in its sole discretion, which modifications will be effective upon posting to Vivid Telecom’s web site.

Force Majeure

Neither Party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of nature, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other Party or such other Party’s employees, mandataries, agents or contractors; provided, however, that lack of funds and a lack of reasonable disaster recovery plans and safeguards shall not be deemed to be a reason beyond a Parties reasonable control. The Parties will promptly inform and consult with each other as to any of the above causes which in their judgement may or could be the cause of a delay in the performance of this Agreement.