Terms & Conditions
Web Prophets provides a variety of hosting services including email hosting, shared web hosting, VPS, cloud hosting, dedicated servers and colocation services. For this Agreement, these shall be collectively referred to as the Services. Since many of these Services use resources that are shared by many users, the benefits of using the Services must be balanced with certain obligations and responsibilities to ensure that all users maintain a quality experience.
If you are not in agreement with these Terms and Conditions then you must notify us via email and discontinue use of our Services immediately.
TERMS DEFINED IN THIS AGREEMENT
Agreement means this document and any other supplementary documents as agreed between the parties.
Authorised Signatory means the Customers authorised representative as notified by the Customer to Web Prophets as defined in Notifications.
Authority includes any government, semi or local government statutory, public or other authority or body having jurisdiction over the Services or in connection with the Services.
Business Day means a day on which trading banks are open for general banking business in Melbourne, Victoria, Australia.
Customer and/or Client either of these Terms means the Customer, you
Commencement Date means the date that Services were activated by Web Prophets and made available to the Customer.
Customer’s Personnel means the Customer’s authorised agents, contractors, employees or other representatives as notified to Web Prophets from time to time.
Emergency means an unplanned interruption howsoever caused (other than of a minor or insignificant nature) which is reasonably capable of preventing either the operation of, or access to the Services.
Fees means the fees / amounts due for usage of the Services as stated in Web Prophets invoices.
Force Majeure Event means an act of God, strike, lockout or other interference with work, war declared or undeclared, blockade, disturbance, lightning, fire, earthquake, storm, flood or any other weather or climatic event, explosion, governmental restraint, expropriation, prohibition, intervention, direction or embargo and any other cause which is not reasonably within the control of the Party affected.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
Laws means the requirement of all statutes, rules, regulations, proclamations, ordinances, or by-laws, present or future.
Losses means all losses including but not limited to liabilities, damages, costs and expenses (including legal fees on a solicitor / client basis and disbursements and costs of investigation, litigation, settlement, judgement, interest and penalties).
Material(s) / Data means any tangible or intangible material and includes documents, records, equipment and any other goods, any software (whether in human or machine readable form), text, logos, images, audio, movie clips and/or content in any form provided by either Party to this Agreement.
Notification means written notification, in either letter, fax or email form.
Outage means any period of time planned in advance by Web Prophets during which the Services are unavailable or access to the Services is unavailable.
Payment Options / Billing Options means Web Prophets approved methods for a Customer to pay for their Services. Approved Billing Options are; EFT, cheque, customer authorised (offline) direct debit of a credit card (Visa and MasterCard only), on-line credit card payment and PayPal.
Promotions means any special offers of limited duration made by Web Prophets from time to time to new and/or existing Customers. A Promotion may have any Terms specific to that Promotion (‘Promotional Terms’)
Publishing Policy means the document at http://www.webprophets.com.au/publishing-policy. All material available via the Services must comply with the Publishing Policy.
Receipt means Web Prophets’ written acknowledgement of receipt of Notification.
Registrar means a Domain Name Registration authority
Requirements means any reasonable requirements, notices, orders or direction received from or given by Web Prophets or any other Authority. The Requirements shall be binding on the Customer.
Service / Services means those Services referred to in a Web Prophets invoice and/or any offer of service as listed at www.webprophets.com.au or any other domain under the control of Web Prophets.
Suspended means the denial of access to the Services for the Customer and/or members of the public.
Tax means any tax or similar liability including sales, excise, GST, fringe benefits, personal, property, payroll and other taxes, stamp duty, customs, levies, WorkCover and the like but does not include any taxes based or payable on either Party’s income.
Term means the Agreement period set out in the Service offering as selected by the Customer. The Term begins on the Commencement Date.
Terminated means the deactivation/closing of the Services that results in the removal of all Customer Data from Web Prophets systems/network.
Web Prophets means Web Prophets Pty Ltd ABN 25 089 751 593
1.1 These are the Standard Terms and Conditions which apply to all Hosting Services with Web Prophets. In addition to these terms and conditions, you must also comply with
- Any conditions contained in the notes to the Services you acquire (contained within the proposal);
- Our Publishing Policy
- Our operational procedures for use of the Service and
1.2 The Agreement is made between the Customer and Web Prophets based on these Terms and beginning on the Commencement Date.
1.3 These Terms constitute the Agreement in its entirety and supersede prior Agreements.
1.4 Web Prophets may vary these Terms, the amount charged for any Services, and/or the Services at any time by providing appropriate Notification. Any variation pursuant to this clause will become effective upon publication of the notice on our website, http://www.webprophets.com.au/hosting/terms-conditions. Where we vary the prices for Services, we will provide at least 30 days Notification of the change and the new prices will apply from the first applicable invoicing date following the 30-day Notification. Any continued use of the Services following this date will be deemed to constitute acceptance of the amended Terms by the Customer.
1.5 The Customer consents to Web Prophets obtaining a credit reporting agency report concerning the credit worthiness of the Customer and its principles for the purpose of assessment by us of an application for Services.
1.6 A provision of, or a right created under this Agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing, signed by both parties.
1.7 The Customer shall not on-sell any of the Services to any third party unless they have accepted and signed Web Prophets Reseller Agreement. The Reseller Agreement is available upon request.
1.8 This Agreement and all Services offered herein are governed by the law in force in Victoria, Australia.
1.9 This Agreement will continue for the Term of the Service that you have paid for. This Agreement will automatically renew for an additional Term at the end of the initial Term unless the Services are Terminated.
2.1 Web Prophets will create a unique Customer Account for each Customer. Several different Services may be available for each Customer Account.
2.2 Each Customer will be provided with usernames and passwords appropriate to make use of the Services they have acquired. There may be different username/password combinations required for; Cpanel access, email access, FTP access, VPS, etc.
2.3 We must perform scheduled maintenance from time to time. We will attempt to perform all scheduled maintenance at times which will affect the fewest customers. If scheduled maintenance requires the Services to be offline for more than 15 minutes we will post details of the scheduled maintenance on the home page of our website. We will provide Notification to affected Customers at least 3 days prior to the planned maintenance.
2.4 We may need to perform unscheduled maintenance. If unscheduled maintenance requires the Services to be offline for more than 30 minutes, we will post details on our Facebook page and/or on the home page of our website.
2.5 If Backups are included in the Services you obtain from Web Prophets, we will archive your data onto backup mechanisms on a regular basis for the purposes of disaster recovery (generally every 24 hours). Backups will not be retained for more than 24 hours unless stated otherwise in our Agreement with you. In the event of equipment failure or data corruption, we will restore from the last known good backup/archive. In the event of corruption of all of our archives, or in the event that an old archive is used to restore data, it is possible that some current information/data may be missing. The Customer acknowledges that they may need to restore this information/data from their own archives or other third-party products. You must maintain a recent copy of your data at all times. We will not be liable for incomplete, out-of-date, corrupt or otherwise deficient Customer data recovered from our backups.
2.6 You agree to Web Prophets use of spam and virus filters which may require us to use third-party equipment and/or Services to monitor and filter email traffic between our equipment and the Internet. You agree that we will not be liable for any loss or damage resulting from the use of spam or virus filters.
2.7 All of Web Prophets equipment is located in one or more Data Centres located within Australia. Web Prophets will determine, in its absolute discretion, the Data Centre(s) location from which your Services are provided. Web Prophets reserves the right to migrate your Services to a new platform and/or Data Centre, as it sees fit. Web Prophets will use reasonable endeavours to notify you via the contact details in Your Account. However we cannot accept any responsibility if these details are incorrect, if you have failed to keep your contact details up-to-date or if you have not checked the operation of your Services post-migration and notified us of any required changes to the operation of the Services.
2.8 The Customer has no rights to the hardware, software or other infrastructure and/or facilities used by Web Prophets to deliver the Services.
2.9 The Customer understands that any email or other storage available through the Services is not to be used as a long-term archive unless stated otherwise in our Service Agreement.
2.10 The Customer must download all email collected by their account to their own computer(s) as it arrives. Web Prophets will not warrant the continued availability of any emails residing on the Services for more than 60 days unless otherwise stated within our Service Agreement.
2.11 Although many of Web Prophets Services are designed to provide redundancy, the Customer shall ensure that they undertake additional backup and/or archive solutions necessary to protect their data. The Customer understands that they must maintain their own copy of any content published via the Services and that the Services should never be used as any "master" or primary or critical copy of any content.
2.12 Web Prophets does not permit the use of our network/infrastructure to send or originate Unsolicited Email messages / SPAM. The Customer must not send Unsolicited email (whether individual or bulk emails) via Web Prophets network/infrastructure. The Customers Services must not be referenced or linked to any Unsolicited email. Web Prophets reserves the right to determine what violates this clause. Violation may result in Suspension or Termination of Services without refund. The Customer may also be liable for costs to reinstate Web Prophets services to the condition they were in prior to this violation.
2.13 Pornography and sex-related material and merchandising are expressly prohibited on the Web Prophets network. This is also true for sites that promote illegal activity of any type or content that may be damaging to our network. Links to such materials are also prohibited. The Customer acknowledges that if Web Prophets are made aware of content that is determined by Laws to be unacceptable, undesirable, offensive, indecent, obscene, excessively violent or otherwise objectionable, we reserve the right to cancel without refund or Notification, any Services that violates this content policy.
2.14 The Customer is given the authority to access data and resources pertaining to their Services only. With the exception of having read-only access to log files, the Customer has no authority whatsoever to access, read or write data to any other location on Web Prophets network/infrastructure.
2.15 Should any part of this Agreement be or become invalid or unenforceable, that part shall be severed from this Agreement and such invalidity shall not affect the validity of the remaining provisions of the Agreement.
3.1 The Customer must pay for the Services as invoiced by Web Prophets in accordance with your Agreement. In general all Services are paid in advance unless stated otherwise in your Agreement. Web Prophets offers Terms for its Services on either a month, quarter, bi-annual, annual, or biennial. Your Services will automatically roll over for a further Term of the same duration as outlined in your Service Agreement at the end of the current Term on the same Terms and Conditions as the previous Agreement. You must provide Notification 30 days prior to the end of the current Term if you wish to terminate your Services with Web Prophets.
3.2 You must pay all charges for Services, including but not limited to traffic and/or storage charges and any other amounts, incurred by you or any Customers of your Personnel or incurred as a result of any use of your password (whether authorised or not) in accordance with the Payment Option selected.
3.3 Payment for all Services must be received by the due date listed on Web Prophets invoice unless other payment arrangements have been agreed to by Web Prophets. Continued Customer access to the Services and Customer Support are not guaranteed should the Customer’s account be in arrears.
3.4 Web Prophets shall not accept any liability in any form for any issues that may arise whilst a Customer’s Account is in arrears.
3.5 Pricing for Services are exclusive of any government taxes or charges unless otherwise noted. Prices do not include any associated third-party costs including, but not limited to, domain registration or delegation charges imposed by domain name authorities.
3.6 The Customer is solely responsible for any third-party products and/or services required for them to access or use the Services.
3.7 You must pay all amounts invoiced in accordance with an approved Payment Option.
3.8 Web Prophets does not allow for any credit terms for usage of any Services.
3.9 if your preferred Payment Option is offline credit card, you authorise Web Prophets to debit your credit card for all charges due and payable by you on the date that they are due.
3.10 Most Services are available on either a month/quarter/bi-annual/annual/biennial periods beginning on the Commencement Date. To cater for February and Leap Years, if your Commencement Date falls after the 28th of any month, the due date for payment of any invoices defaults to the first day of the following month.
3.11 Invoices are issued via email and sent via an approved Notification method to you 30 days prior to the due date for payment of the Service.
3.12 No refunds will be given for unused portions of payments made in advance (including payment of yearly contracts). Annual Agreement terms which have been automatically rolled-over in accordance with clause 3.1 will only be refundable if the Customer provides Notification of their intention to terminate the Services 30 days prior to the expiry of the current Term.
3.13 Should the Customer dispute the tendered invoice it must provide written notification of the Dispute to Web Prophets prior to the due date listed on that invoice.
3.14 The Customer shall pay all undisputed fees to Web Prophets by the due date of the invoice(s). Under no circumstances shall a dispute over any fees detailed in an invoice give the right for the Customer to withhold paying the undisputed amounts listed on that invoice.
3.14 If the Customer does Notify Web Prophets of any disputed fees on an invoice and then proceeds to make a part or full payment of the disputed fees on that invoice, this constitutes acceptance of all fees on that invoice.
3.15 Web Prophets shall, at its’ sole discretion, resolve not to process any Notifications if the Customer has any outstanding Fees, until such time as the undisputed outstanding Fees have been paid.
3.15 If there are any undisputed Fees where payment has not been received by the due date on that invoice, the Customer acknowledges that Web Prophets is under no obligation to support the Services in any way, and will not accept any liability for the Services in any way,.
3.16 The Customer acknowledges that omissions may occur and Web Prophets has the right to invoice any omitted works on a subsequent invoice.
4. Customer Warranties and Indemnities
4.1 You warrant that:
- - if you are not the Customer, you have the power and authority to enter into this Agreement on behalf of the Customer and will indemnify Web Prophets for any breach of this Agreement by you and/or the Customer;
- at the time of entering into this Agreement you are not relying on any representation made by Web Prophets which has not been stated expressly in this Agreement, or on any descriptions or specifications contained in any other document, including any catalogues or publicity material which we have produced;
- you will conduct such tests and computer virus scanning, as may be necessary to ensure that data uploaded by you onto, or downloaded by you from, the Services does not contain any computer virus or any other form of Malware and will not in any way, corrupt the data or systems of any person, or interfere with the Services
- you will keep secure any passwords and/or any other credentials used to access the Services. The Customer must ensure their password(s) is/are only provided to third-parties who they have authorised to access the Services. Web Prophets takes no responsibility for any damage or loss resulting from un-authorised access to the Services where access is gained with a valid username and password. Web Prophets will rarely request to be notified of the Customers password(s);
- you will follow best practices in securing your passwords and other access details including; increasing password complexity and changing passwords on a regular basis;
- you hold and will continue to hold any applicable rights in the Customer Data and that you are licensed and will continue to be licensed to use the Customer Data;
- you grant to Web Prophets a license to use and reproduce all Customer Data in order to fulfil its obligations under this Agreement.
4.2 You are solely responsible for dealing with persons who access the Customer Data and must not refer complaints or inquiries in relation to such Customer Data to Web Prophets.
4.3 You indemnify Web Prophets against all costs (including solicitor’s fees whether incurred by or awarded against Web Prophets), expenses, loss or liability that we may suffer (directly or indirectly) resulting from:
- your breach of these Terms and Conditions;
- your use or misuse of the Services;
- the use or misuse of the Services by any person using your Account or username/password combination(s);
- publication of defamatory, offensive or otherwise unlawful Material on any website/server resulting from your use of the Services.
This Indemnity includes, without limitation, any claims made by any third parties (including clients of the Customer) resulting from your use of the Services. Such claims include, but are not limited to: false advertising, libel/slander, liability claims for products or services provided by the Customer, claims for patent, copyright, Intellectual Property or trademark infringement, claims due to disruption or malfunction of services, or for any content published by the Customer using the Services.
4.4 If your use of the Services involves storage, processing or transmission of, or access to any credit cardholder data, you warrant that the tools, programs, procedures, processes and technologies you use comply with the Payment Card Industry Data Security Standard ("PCI-DSS Standard"). A summary of these PCI Standard requirements is available at
4.5 The Customer shall pay any and all costs required to reinstate and/or repair the Services if the Services are interrupted or adversely affected by the Customer, the Customer’s Personnel, any client of the Customer or any other third party who has accessed the Services using the Customer’s passwords and/or other login credentials.
4.6 You are responsible for any misuse of the Services, regardless of whether the misuse was committed by the Customer, Customer’s Personnel, clients of the Customer, a friend, family member, guest or member of the public with access to your Services. You are responsible for any such misuse regardless of whether it was with or without your consent.
4.7 In using the Services provided, the Customer must abide by all applicable Local, State (Victoria), Federal and International laws, treaties and regulations.
4.8 The Customer may not resell Services or assign any rights and/or obligations under this Agreement to any third party without Web Prophets prior written consent.
5. Web Prophets Warranties and Liabilities
5.1 We accept liability for the supply of the Services but only to the extent provided in this clause 5.
5.2 We do not warrant that:
- the Services provided under this Agreement will be uninterrupted or error free;
- the Services will meet your requirements, other than as expressly set out in this Agreement; or
- the Services will be free from external intruders (commonly referred to as hackers), viruses, spam, worms, Trojan, Malware or Denial of Service attacks.
5.3 Where the Customer is a Consumer (as this term is defined by the Trade Practices Act) and they have informed themselves as per Clause 4.1, we accept liability where: the Services are not supplied with due care and skill; any material supplied in connection with the Services is not reasonably fit for the purpose for which it was supplied; or we are otherwise required to do so by the Trade Practices Act.
5.4 Our liability is limited, at our sole discretion, to the resupply of the Services for that calendar month; or payment of the cost of having the Services supplied again for that calendar month. 5.5 Except as expressly provided to the contrary in this Agreement, we exclude all liability for all direct, indirect and consequential loss or damage of any kind, loss or corruption of data, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind, in contract, tort (including negligence), under any statute or otherwise arising from, or relating in any way to this Agreement and/or its subject matter.
5.6 Other than liability accepted by Web Prophets in clause 5.3, our total liability for loss or damage of any kind, however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this Agreement is limited in aggregate for any and all claims to the monthly cost paid for the Services. If the Payment Terms are not monthly, the monthly cost shall be derived from a calculation based on the existing Payment term (ie annual accounts shall be divided by 12).
5.7 Web Prophets, its directors, agents and/or employees will not be liable in any way for any form of loss or damage of any nature whatsoever claimed by the Customer or any person related to or dealing with the Customer out of, in connection with, or reasonably incidental to the provision of the Services by Web Prophets to the Customer.
5.8 In the event of a major or total systems failure resulting in the disruption of Services, Web Prophets will endeavour to repair and reinstate the Services in the shortest possible timeframe. This restoration time is highly dependant on the nature and severity of the issue.
6. Suspension and Termination of Service
6.1 We may from time to time without further notice, suspend the Services or disconnect or deny your access to the Services if in our opinion your use of the Services breaches any clause in this Agreement and that breach interferes with the operation of our network or any other users. The Service will remain unavailable until the breach is remedied by the Customer.
Notwithstanding any suspension of any Services under this clause, you shall remain liable for any and all charges due throughout the period of this suspension, including, if applicable, any amounts charged by Web Prophets to assist in the remedy.
6.2 If your account has been suspended or terminated due to your breach of this Agreement, reactivation of your account will be completely at our discretion. If we agree to reactivate your account, we may require payment in full of all outstanding amounts before reactivating your account.
6.3 Web Prophets may without notice to you, remove, amend or alter your data upon being made aware of: any claim or allegation; or any court order, judgment, determination or other finding of a court or other competent body, that the data is illegal, defamatory, offensive or in breach of a third party's rights.
6.4 We may Terminate our Agreement with you and cease providing Services for any reason, by providing 30 days written Notification to you.
6.5 If your Services are Suspended or Terminated, you must pay all outstanding charges immediately. Web Prophets reserves the right to decide when it deletes any or all Customer Data from any storage media once the Services have been Suspended or Terminated.
6.6 You may Terminate your Services with Web Prophets on 30 days written Notification to Web Prophets. If your account is in arrears Web Prophets may decline to provide access to your Customer Data until all outstanding monies have been paid. Web Prophets reserves the right to charge additional fees for this service.
6.7 Web Prophets is under no obligation to provide you with a copy of the Customer Data if your Services have been Suspended or Terminated. If we provide you with a copy of Customer Data, we are entitled to charge a fee for this service and will not be held liable if any data is missing.
6.8 Web Prophets reserves the right to Suspend, Terminate and/or deny access to your Services if any invoice remains unpaid for 30 or more days past the due date specified on the invoice. In the event of a Suspension of the Services, Web Prophets reserves the right to replace the Customer’s website with a notice stating that access to the Customer Data is deactivated as the account is in arrears. The current message displayed in these circumstances is “This website is in the process of being closed - if you are the owner of this website and wish for it to be reactivated please contact Web Prophets on 03 9534 1800.” However Web Prophets reserves the right to modify this message.
6.9 Web Prophets reserves the right to take action, including legal or Suspension of, or Termination of a Service, against a Customer who interferes with the rights of another user online, or attempts to interfere with the smooth running of the internet or Web Prophets Network and/or Services. We reserve the right to discontinue, without refund or Notification, any account or Service where usage of the account or Service is deemed to be an abuse, and we will charge the Customer for costs incurred by any such abuse.
6.10 Should the Services be Suspended and/or Terminated and the outstanding monies are not paid within ninety (90) of the due date listed on an invoice, then the Customer’s debt will be referred to a Debt Recovery Agency and the debt will be listed with any applicable Credit Reference Agencies. Any additional Fees incurred by Web Prophets in this process or charges made by the Debt Recovery Agency or Credit Reference Agency shall be payable by the Customer.
7. Dispute resolution
7.1 Any dispute arising in connection with this Agreement which cannot be settled by negotiation between the parties or their representatives shall be submitted to arbitration in accordance with the Rules for the Conduct of Commercial Arbitrators Australia. During any such arbitration, both parties may be legally represented.
Prior to referring a matter to arbitration, the parties will:
Formally refer the dispute to their respective account managers for consideration;
If the respective account managers are unable to resolve the dispute after 5 Business Days (or such other period as is agreed between the parties) from the date of referral, the dispute shall be referred to the respective chief executive officers of each party (or such person as he/she may nominate); and in good faith explore the prospect of mediation.
7.2 Court proceedings shall not commence unless the dispute cannot be resolved by the means detailed in this Agreement.
8. Domain Names
8.1 The Customer is responsible for checking the accuracy and correct spelling of the Customers domain name(s) and its ownership entitlement as identified on Web Prophets documents sent to the Customer, and will notify Web Prophets within 24 hours of any corrections required.
8.2 If you have requested that Web Prophets register, renew or delegate a .com, .net, .org, .biz, or .info domain name (TLDs or Top Level Domains) on your behalf, you agree that you have read and accepted the TLD Policy applicable to .com, .net, .org, .biz and .info domain names issued by Web Prophets Registrar, TPP Internet.
8.3 You agree that in the event of a dispute about a TLD, you will submit to and are bound by the Uniform Domain Name Dispute Resolution Policy (UDNDRP) and the Rules for UDNDRP.
8.4 If you have requested that Web Prophets register, renew or delegate a .com.au, .id.au, .net.au or .org.au domain name (2LDs or Second Level Domains) on your behalf, you agree that you have read and accept the published policies applicable to 2LDs issued by Web Prophets Registrar, TPP Internet.
8.5 You agree that in the event of a dispute in registering a 2LD or about a 2LD after registration, you will submit to and are bound by the .au Dispute Resolution Policy (auDRP) and any variations to it from time to time.
8.6 In registering, renewing or delegating a domain on your behalf, Web Prophets is acting as a reseller of the Registrar, TPP Internet.
8.7 You agree that by maintaining the registration of a domain name after changes or modifications to the applicable policies become effective, you are confirming your continued acceptance of these changes and modifications.
8.8 Web Prophets makes no representation and gives no warranty about your chosen domain name being available for registration, renewal, delegation or use by you.
8.9 In respect of 2LDs, you acknowledge that Web Prophets is not able to renew your domain name and is not liable for any loss or damage resulting from non-renewal of your domain name if you do not provide any warranty required and confirm to us that the domain name should be renewed.
8.10 Web Prophets will not renew any domain without receiving payment from the Customer for renewal of the said domain in advance of the renewal date.
8.11 The Customer acknowledges that Web Prophets primary method of communication for domain renewal purposes is via email. Web Prophets will not be held responsible for the non-renewal of your domain name if your email contact details are not kept up to date.
8.12 Web Prophets may NOT renew your domain name where you have unpaid invoices or if you are in breach of any terms of your use of Web Prophets Services.
8.13 You expressly authorise and direct Web Prophets, if Web Prophets is able to do so, to: (a) be nominated as an authorised billing and/or technical contact for your domain name with the Domain Name Registrar; and (b) subject to receipt of your confirmation in respect of 2LDs, renew your domain name registration upon receipt of renewal notification from the Domain Name Registrar and invoice you for the relevant charge in accordance with Web Prophets list price for domain name renewal services as published from time to time.
8.14 If you Terminate your Services with Web Prophets but do not remove Web Prophets as the reseller of your domain name with the Domain Name Registrar, you agree that we may contact you to remind you of domain name renewals and to provide marketing material in respect of our Services.
8.15 You indemnify Web Prophets against any and all claims arising out of your registration, use and/or renewal of registration of your chosen domain name(s). In the event that a claim arises out of Web Prophets breach of this Agreement, or its negligent act or omission, Web Prophets will be liable up to the total value of re-registering the domain name to the value of either; the cost of registration of the domain name in Web Prophets original invoice for the registration/renewal of the domain name, or if no invoice has been generated, Web Prophets published prices at the time of the claim for registration/renewal of a domain name as published at www.webprophets.com.net.au.
9.1 Any and all Promotions are offered subject to their individual Terms and Conditions and may be withdrawn or altered at Web Prophets discretion.
9.2 In the event of any inconsistency between this Agreement and any Terms and Conditions for an individual Promotion, the Terms and Conditions of that Promotion shall take precedence over the conflicting clause of this Agreement.
10 Shared Hosting Environment
10.1 The Customer understands that some Services are provided on a shared server(s) and acknowledges that your use of the Services or any other process in relation to your Services, cannot overwhelm the shared server(s) through unnecessarily excessive use of any of the server resources including the CPU, RAM/memory, network connectivity and or storage space, such that other users or infrastructure performance are/is adversely affected.
10.2 If a Customer is deemed to be placing excessive usage on any infrastructure/server resources, it will be deemed by Web Prophets that shared services are no longer appropriate. If this occurs, Web Prophets shall Notify the Customer and seek alternative arrangements.
10.3 The Customer acknowledges that they are solely responsible for being informed of, and applying any timely updates for their chosen software/application as may become available by the Manufacturer, Supplier or other representative of their software/application.
10.4 The Customer acknowledges that Web Prophets shall not be liable for any damages and/or losses they incur due to their failure to comply with this Clause 10.
11 Support Services
11.1 The Customer is responsible for the care and maintenance of their operating system, software and applications, databases, files, emails and backups. Web Prophets will provide additional support services on a consultancy basis at our standard fees (provided on request). Additional support services must be requested by the Customer via a Notification. The Customer will be invoiced on a monthly basis for any chargeable support works undertaken during that monthly period.
11.2 The Customer can vary the scope of a Service Request during its life, by approved Notification. If the customer does so, Web Prophets are not responsible for any impact on the deliverables and the timetable set out in the Service Request. The Customer agrees to pay any additional costs incurred as a result of the variation.
11.3 In performing each Service Request Web Prophets will follow generally accepted industry standards and practices in carrying out the Services. We warrant that the Services will be provided with due skill and care but we do not warrant that they will meet a certain standard, or will be suitable and fit for the Customer’s purposes.
11.4 The Customer agrees to provide to Web Prophets, within the timeframe reasonably required by Web Prophets, access to: the Customer’s premises; employees and contractors; source code and object code; data and databases; legacy systems; and documents, as Web Prophets reasonably require in order to carry out the Services. Web Prophets are not responsible for any loss suffered by the Customer if you do not provide us with this access, and we will be entitled to stop work if your failure to provide access means that we cannot reasonably complete the work the Customer has asked us to do in the Service Request. If Web Prophets stop work under this clause before completing the work, the Customer will still be obliged to pay us the full fee for the work as agreed in the Service Request.
11.5 Web Prophets retains ownership of any bug fixes, workarounds, patches, beta fixes and builds, and other software that we make available in the course of providing the Services and only give you a license to use them. You must use any of the software in accordance with:
- The end user license agreement or other license agreement governing the product for which the software is provided; or
- The end user license agreement packaged with the software or any terms expressly set out in writing by us; or
- The following restrictions if no license agreement is packaged with the software:
- The software may not be reverse engineered, de-compiled or disassembled to the extent this restriction is permitted by law;
- The software may not be loaned, leased, sold, sublicensed or otherwise distributed to another user;
- To the maximum extent permitted by law the software is provided 'as-is' without warranty of any kind;
- Web Prophets may Terminate your use of the software if you do not comply with these restrictions;
11.6 The advice Web Prophets may give you in performing the Service Request is personal to you and is not to be shared with others without our prior written consent;
11.7 You give us permission to use your technical information in a non-identifying format for problem resolution, internal troubleshooting, product functionality enhancements and fixes, and in any descriptions of problems or solutions to problems, which Web Prophets record in our systems;
12. Virtual Hosting
The following additional Terms and Conditions shall apply if you purchase any form of Virtual Hosting Services (collectively referred to as VPS Services).
12.1 Product Features
12 .1.1 Web Prophets will provide you with separate IP addresses for use with your Services during the Term of this Agreement. These will revert back to Web Prophets upon Termination of this Agreement.
12.1.2 The VPS Services cannot be resold by you as shared Services without prior written approval from Web Prophets, which shall not be unreasonably withheld.
12.1.3 The Customer acknowledges that Web Prophets will not provide any reports in respect of the VPS Services.
12.1.4 Web Prophets provides no warranty and makes no representation about the applications or other functionality able to be supported by the VPS Services. You agree that you will make your own enquiries and satisfy yourself as to the suitability of the VPS Services for your own purposes.
12.1.5 The Customer acknowledges that additional resources are generally available if required for their VPS Services however their VPS Services may require a shutdown in order to apply the additional resources.
12.1.6 Web Prophets will only perform backups of your VPS Services as detailed in Web Prophets Agreement and accepted by the Customer.
12.2.1 Unless otherwise agreed to in Web Prophets Agreement, the Customer is solely responsible for maintaining the security for the VPS Services including updating and patching the operating systems and all applications for any exploits or vulnerabilities.
12.2.2 Web Prophets reserve the right to access the server used to supply the VPS Services without Notification to you, in order to apply any urgent hotfix patching to prevent damage reasonably anticipated as likely to be caused to our systems and operations if such a patch is not immediately applied.
12.2.3 Web Prophets will take all reasonable steps to safeguard the Web Prophets network/infrastructure and the data contained therein, however Web Prophets will not be responsible for any interruption of Services and/or loss of Customer Data stored or intended to be stored on the Web Prophets network/infrastructure or back-up devices and the Customer will not be entitled to any form of compensation from Web Prophets in the event of loss of data.
12.3. Maintenance and Support
12.3.1 The Customer acknowledges that they are solely responsible for ensuring that they comply with any Best Practice and/or other guidelines for using that Service. This includes, but is not limited to:
- Ensuring that the Operating System is fully patched and up to date
- Ensuring that the Service has suitable resources to allow any and all installed software to operate as intended by the manufacturer and/or supplier of that software. Suitable resources shall include: disk space, RAM, CPU and any configurations necessary for the continued operation of the Service.
- Subscribing to any relevant Mailing Lists for that Manufacturer and/or supplier in order to remain informed of best practices, security notices, product updates, functional notices, bugs/issues, etc.
12.3.2 Failure to undertake appropriate patches/updates in a timely manner may result in data loss, data corruption and/or other items with the ability to impact the availability of Services to the Customer and/or other network users.
12.3.3 Failure to ensure sufficient resources are available may result in unstable operation, data loss, data corruption and/or other items with the ability to impact the availability of Services to the Customer and/or other network users.
12.3.2 Web Prophets will not be held liable for any losses in any form if the Customer has not met their obligations in this Clause 12.3.
Last modified 15 April 2016.