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General Terms of Service

Policies and Agreements

This Hosting Agreement is made, entered into and executed between DESTER HOST AFRICA, hereinafter referred to as “DESTERHOST” and you, hereinafter referred to as “Customer”, If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term “Customer” shall refer to such entity.

WHEREAS DESTERHOST provides various Hosting and related Products and Services; 

NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, DESTERHOST and the Customer, intending to be legally bound, hereby agree as follows:

  1. OVERVIEW

This Agreement is made effective as of the date of electronic acceptance. Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with our Terms of Service Agreement, which is incorporated herein by this reference, and any other agreements or policies that are expressly incorporated herein.

DESTERHOST may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Services, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of the Services after such changes or modifications shall constitute your acceptance of this Agreement and any limitations to the Services as last revised. If you do not agree to be bound by this Agreement and any Service limitations as last revised, do not continue to use the Services. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your customer account information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

  1. DEFINITIONS

(1) “Agreement” refers to this Agreement along with all its appendices, extensions and amendments at any given point in time.
(2) “Business Day” refers to a working day between Mondays to Friday excluding all Public Holidays.

(3) “Confidential Information”, as used in this Agreement shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by DESTERHOST to the Customer under this Agreement, whether written, transmitted, oral, through the DESTERHOST Website or otherwise, that is marked as Confidential.

(4) “Customer Contact Details” refers to the Contact Details of the Customer as listed in DESTERHOST’s Client Relationship Management (hereinafter referred to as “CRM”) software.

(5) “Customer Control Panel” refers to the set of Web-based interfaces provided by DESTERHOST and its Service Providers to the Customer which allows him to Manage the products and services.

(6) “Product Agreements” refers to the latest version of a specific Product Agreement of respective service providers, as posted on the DESTERHOST Website www.desterhost.africa.

(7) “Service Providers” refers individually and collectively to any Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm, Individual, Institute, Institution, Organization, Person, Society, Trust or any other Legal Entity that DESTERHOST or its Service Providers (recursively) may, directly or indirectly, Engage / Employ / Outsource / Contract for the fulfillment / provision / purchase of DESTERHOST Products and any other services and operations of DESTERHOST.

  1. DESCRIPTION OF SERVICES

We offer various plans of Hosting Services:

Dedicated Server. A server as per your hardware, software specifications at the data center of your choice exclusively for your account and usage. You will have exclusive rights to your server’s bandwidth, memory, and storage space.
Cloud Server. A virtual server as per your requirement of CPU, RAM, Disk space running on a virtualization platform of a service provider. You will share a server cluster with other customers, but you will have full control over your server space and the complete configuration of your virtual instance on the server. You will have administrator (root) access and a dedicated IP address.
Web Hosting. A control panel-based server offering various hosting plans to serve your website and mails. The server is shared by many customers. The server is pre-installed and configured with a control panel and other add-on software to ease your hosting needs.
Virtual Private Server (“VPS”). A cPanel or Plesk panel based virtual private server as per the offered plans. You will share a server with other customers, but you will have full control over your server space and the complete configuration of the hosting packages under your VPS on the server.
Services by other Service Providers: Like SSL Certificates, Google Workspace, Microsoft Office 365, Registrations and renewals of Domain names, Site Lock, Google Apps which are published on the DESTERHOST website.

  1. OBLIGATIONS OF DESTERHOST

DESTERHOST shall make available the latest versions of this Agreement and Product Agreements on the DESTERHOST Website.

(1) The Customer acknowledges that in the event of any dispute and/or discrepancy concerning any data element of an Order or the Customer in the CRM Database, the data element in the CRM Database records shall prevail.

(2) The Customer acknowledges that all information of the Customer in the CRM is accessible to DESTERHOST and its Service Providers

(3) The Customer shall comply with all terms or conditions established by DESTERHOST and/or its Service Providers from time to time.

(4) The Customer agree to provide, maintain and update, current, complete and accurate information for all the data elements about the Customer in the CRM Database.

(5) Customer acknowledges that DESTERHOST Products may be obtained through Service Providers, and as such, changes in structure, or contracts may occur, and as a result services may be adversely affected. Customer acknowledges and agrees that DESTERHOST shall not have any liability associated with any such.

(6) The Customer shall comply with the “The Acceptable Usage Policy” and “The Resource Usage Policies” as part of this agreement.

 

  1. OBLIGATIONS OF THE CUSTOMER

(1) The Customer acknowledges that in the event of any dispute and/or discrepancy concerning any data element of an Order or the Customer in the CRM Database, the data element in the CRM Database records shall prevail.

(2) The Customer acknowledges that all information of the Customer in the CRM is accessible to DESTERHOST and its Service Providers

(3) The Customer shall comply with all terms or conditions established by DESTERHOST and/or its Service Providers from time to time.

(4) The Customer agree to provide, maintain and update, current, complete and accurate information for all the data elements about the Customer in the CRM Database.

(5) Customer acknowledges that DESTERHOST Products may be obtained through Service Providers, and as such, changes in structure, or contracts may occur, and as a result services may be adversely affected. Customer acknowledges and agrees that DESTERHOST shall not have any liability associated with any such.

(6) The Customer shall comply with the “The Acceptable Usage Policy” and “The Resource Usage Policies” as part of this agreement.

  1. REPRESENTATIONS AND WARRANTIES

DESTERHOST and Customer represent and warrant that: –

(1) they have all requisite power and authority to execute, deliver and perform their obligations under this Agreement;

(2) This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against the Customer and DESTERHOST in accordance with its terms;

(3) The execution, delivery, and performance of this Agreement and the consummation by DESTERHOST and the Customer of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: –

(1) any provision of law, rule, or regulation;

(2) any order, judgement, or decree by competent courts / authorities;

(3) any provision of corporate bye-laws, or other applicable laws, bye-laws; or

(4) any superseding agreement or other such instrument, either signed by both parties, or borne out of applicable laws, bye-laws, rules or regulations as notified by competent authorities from time to time.

(5) the execution, performance and delivery of this Agreement has been duly authorized by the Customer and DESTERHOST;

(6) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby;

The Customer represents and warrants that:

(1) the Customer has read and understood every clause of this Agreement

(2) the Customer has independently evaluated the desirability of the service and is not relying on any representation agreement, guarantee or statement other than as set forth in this agreement

(3) the Customer is eligible, to enter into this Contract according to the laws of the Customer’s country

  1. TERMINATION OF AGREEMENT

(1) Either Party may terminate this Agreement and/or any Product Agreement at any time by

(1) Giving a 30 (Thirty) days’ notice of termination.

(2) With immediate effect, if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement or compromise or settlement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party’s property or assets or the liquidation, dissolution or winding up of a Party’s Business.

(3) DESTERHOST may Terminate this Agreement and/or any Product Agreement by notifying the Customer in writing, as of the date specified in such notice of termination.

(4) With immediate effect if :-

(a) the Customer is convicted of a felony or other serious offense related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that DESTERHOST reasonably deems as the substantive equivalent of any of these; or

(b) the Customer is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others.

(6) Effect of Termination of this Agreement

(a) DESTERHOST shall suspend all access to Products and Services, under this agreement and all Product Agreement Extensions, immediately upon receiving Termination notice from the Customer or upon learning of any event, which DESTERHOST reasonably determines, would lead to Termination of the Agreement.

(b) Upon expiration or termination of this Agreement, all Product Agreement Extensions signed by the Customer shall deemed to have been Terminated with immediate effect

(7) Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement or any Product Agreement Extension in accordance with its terms, unless specified otherwise. The Customer however shall be liable for any damage arising from any breach by it of this Agreement or any Product Agreement Extension.

IN NO EVENT WILL DESTERHOST OR SERVICE PROVIDERS OR CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF REGISTRATION AND USE OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF DESTERHOST AND/OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DESTERHOST FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO:

(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION;

(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;

(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS;

(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA MISS-DELIVERY

(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR DESTERHOST PRODUCT(S) PROVIDED UNDER THIS AGREEMENT;

(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.

If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against DESTERHOST by the Customer, then in no event will the liability of DESTERHOST exceed actual amount paid to DESTERHOST by the Customer for the Order in question minus direct expenses incurred with respect to that Order.

BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF DESTERHOST RELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO DESTERHOST BY THE CUSTOMER DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

  1. LIMITATION OF LIABILITY

IN NO EVENT WILL  DESTERHOST OR SERVICE PROVIDERS OR CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF REGISTRATION AND USE OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF DESTERHOST AND/OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DESTERHOST FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO:

(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION;

(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;

(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS;

(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA MISS-DELIVERY;

(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR DESTERHOST PRODUCT(S) PROVIDED UNDER THIS AGREEMENT;

(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.

If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against DESTERHOST by the Customer, then in no event will the liability of DESTERHOST exceed actual amount paid to DESTERHOST by the Customer for the Order in question minus direct expenses incurred with respect to that Order.

BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF DESTERHOST RELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO DESTERHOST BY THE CUSTOMER DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

  1. INDEMNIFICATION

(1) The Customer, at their own expense, will indemnify, defend and hold harmless, DESTERHOST, Service Providers, and the contactors, employees, directors, officers, representatives, agents and affiliates, of DESTERHOST, and Service Providers, against any claim, suit, action, or other proceeding brought against DESTERHOST or Service Providers based on or arising from any claim or alleged claim, of third parties relating to or arising under this Agreement, DESTERHOST Products provided hereunder or use of the DESTERHOST Products, including without limitation:-

(1) infringement by either the Customer, or someone else using a DESTERHOST Product with the Customer’s computer, of any intellectual property or other proprietary right of any person or entity

(2) arising out of any breach by the Customer of this Agreement.

(3) relating to or arising out of any Order or use of any Order

(4) relating to any action of DESTERHOST as permitted by this Agreement

(5) relating to any action of DESTERHOST carried out on behalf of Customer as described in this Agreement

(2) DESTERHOST will not enter into any settlement or compromise of any such indemnifiable claim without Customer’s prior written consent, which shall not be unreasonably withheld.

(3) The Customer will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys’ fees and costs awarded against or otherwise incurred by DESTERHOST in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

  1. RIGHT TO SUBSTITUTE UPDATED AGREEMENT

(1) During the period of this Agreement, the Customer agrees that DESTERHOST may: –

(1.1) revise the terms and conditions of this Agreement; and

(1.2) change the services provided under this Agreement

(2) Any such revision or change will be binding and effective immediately on posting of the revision in the CRM or on the DESTERHOST Website

(3) The Customer agrees to review the DESTERHOST Website including the agreements, periodically, to be aware of any such revisions

(4) If the Customer does not agree with any revision, the Customer may terminate this Agreement according to Section 7(5) of this Agreement

(5) The Customer agrees that, continuing use of the services under this Agreement following notice of any revision, will constitute as an acceptance of any such revisions or changes

(6) It will be the Customer’s responsibility to communicate any changes in the agreement and any obligations/duties covered by these changes to the Customer’s Agents / Employees / Authorized Representatives.

  1. PAYMENT TERMS AND CONDITIONS

1) ADVANCE ACCOUNT

(1) Prior to purchasing any DESTERHOST Products, the Customer shall maintain an Advance Account with DESTERHOST.

(2) As and when, the Customer purchases DESTERHOST Products, the Customer’s Advance Account balance shall be reduced as per the then current pricing of that DESTERHOST Product as mentioned in the CRM or on the DESTERHOSTs Website or during the ordering process.

(3) DESTERHOST shall maintain a record of Customer’s Advance Account balance, which shall be accessible by the Customer. If the Customer’s Advance Account balance is insufficient for processing any Order then that Order may not be processed.

(4) Any negative balance in the Customer’s Advance Account will be immediately payable. If a Customer does not remedy a negative balance in their account within 7 business days, DESTERHOST has the right to terminate this agreement with immediate effect and without any notice. Upon such termination or otherwise DESTERHOST shall continue to have the right to initiate any legal proceedings against the Customer to recover any negative balance in the Customer’s Advance Account.

(5) Any discrepancy, mistake, error in the credit / debit / amount in the Customer Transactions / Advance Account maybe corrected by DESTERHOST at anytime

  1. PAYMENT TERMS

(1) DESTERHOST will accept payments from the Customer only by means specified in the CRM, Order cart.

(2) DESTERHOST will credit all payments received to the Customers Advance Account after deducting all bank charges, processing charges and any other charges which DESTERHOST may choose to levy upon its sole discretion, within reasonable time of receiving the credit in DESTERHOST’s Account.

(3) It is the Customer’s responsibility to provide the Customer Username to DESTERHOST to be credited for the payment. The absence of the Customer Username along with reasonable information will delay the corresponding credit to the Advance Account.

(4) In the event that the Customer charges back a payment made via Credit Card or the payment instrument sent by the Customer bounces due to Lack of Funds or any other Reason, then

(1) DESTERHOST may immediately suspend customers access to the Product or services.

(2) DESTERHOST has the right to terminate this agreement with immediate effect and without any notice.

(3) DESTERHOST in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete, suspend, deny, cancel, modify, take ownership of the Orders placed by the Customer, as well as stop / suspend / delete any Orders currently being processed.

(4) DESTERHOST in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all Orders placed by the Customer to any other Customer, or under DESTERHOST’s account.

(5) DESTERHOST in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy reasonable additional charges for the processing of the Charge-back / Payment Reversal in addition to actual costs of the same.

(6) Any negative balance in the Customers Advance Account shall become immediately payable

(7) DESTERHOST shall have the right to initiate any legal proceedings against the Customer to recover any such liabilities.

  1. PRICING TERMS

(1) All pricing in this Agreement as well as every Product Agreement Extension refers to the price at which the Customer may Purchase the corresponding DESTERHOST Product. This is excluding taxes, surcharges or any other costs.

(2) DESTERHOST may at any time change the

 

price of any Product with reasonable notification to the Customer.

  1. REFUNDS AND REIMBURSEMENT TERMS

(1) All Clear Balance pending in the Advance Account maybe refunded to the Customer, on request of the Customer.
(2) All bank charges applicable and a reasonable processing fee will be deducted from this amount. All Refunds and Reimbursements will take up to 7 Business Days from the date of receipt of the request, to process.

(3) DESTERHOST will not refund any amount that has already been debited to the Customers Advance Account under any circumstances.

(4) Customer acknowledges and accepts that all refunds maybe processed via a 3rd party payment processing company including but not limited to Payment Processing Inc, payment agent or any such other channel and hence the Customer may receive a refund from a different account from the account the funds were originally sent to.

  1. FORCE MAJEURE

Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a “Force Majeure Event”) including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party’s employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party’s reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party’s performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non-performance as soon as possible.

  1. ASSIGNMENT / SUBLICENSE

Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and assigns of the Parties. The Customer shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person(s)/party without the prior written consent of DESTERHOST.

  1. DISCLAIMER

THE CRM, DESTERHOST’s SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON “AS IS” AND “WHERE IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.

DESTERHOST AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.

DESTERHOST AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH YOUR ACCESS TO, USE OF, CRM OR BY ACCESSING DESTERHOST’s SERVERS. WITHOUT LIMITING THE FOREGOING, DESTERHOST AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH CRM OR DESTERHOST SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE CRM / DESTERHOST SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES PERFORMED BY DESTERHOST AND SERVICE PROVIDERS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE CRM WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR (F) YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO YOUR ORDER, ANY TRANSACTION IN YOUR ACCOUNT, ANY EXPIRY OF AN ORDER

DESTERHOST AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION AVAILABLE OR WITH RESPECT TO ITS LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. DESTERHOST AND SERVICE PROVIDERS DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO YOU.

FURTHERMORE, DESTERHOST NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE CRM, DESTERHOSTs SERVERS, DESTERHOST WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

  1. MISCELLANEOUS

(1) Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.

(2) There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.

(3) The Parties shall attempt to resolve any disputes between them prior to resorting to litigation through mutual understanding or a mutually acceptable Arbitrator.

(4) This Agreement shall inure to the benefit of and be binding upon DESTERHOST and the Customer as well as all respective successors and permitted assigns.

(5) This Agreement does not provide and shall not be construed to provide third parties (i.e. non-parties to this Agreement), with any remedy, claim, and cause of action or privilege against DESTERHOST.

(6) The Customer, DESTERHOST, and its Service Providers are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties.

(7) Entire Agreement; Severability: This Agreement, which includes each executed Product Agreement Extension constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

(8) The division of this Agreement into Sections, Subsections, Appendices, Extensions and other Subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be used in the construction or interpretation of this Agreement.

(9) This agreement may be executed in counterparts.

(10) Language. All notices, designations, and specifications made under this Agreement shall be made in the English Language only.

(11) Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the Registered office of DESTERHOST.

 

  1. BREACH

In the event that DESTERHOST suspects breach of any of the terms and conditions of this Agreement:

(1) DESTERHOST can immediately, without any notification and without assigning any reasons, suspend / terminate the customers access to all DESTERHOST Products and Services.

(2) The Customer will be immediately liable for any damages caused by any breach of any of the terms and conditions of this Agreement.

  1. NOTICE

(1) Any notice or other communication required or permitted to be delivered to DESTERHOST under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered, when sent to DESTERHOST’s contact address specified  on the Invoice or on the DESTERHOSTs Website by registered mail or courier. Any communication shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day.

(2) Any notice or other communication to be delivered to DESTERHOST via email under this agreement shall be deemed to have been properly delivered if sent to its Legal Contact mentioned in the Customer Control Panel or on the DESTERHOSTs Website.

(3) Any notice or other communication required or permitted to be delivered to the Customer under this Agreement shall be deemed properly delivered, given and received when delivered to email address or contact address of the Customer in the CRM Database.

(4) Other than those notices mentioned in this agreement, DESTERHOST is NOT required to communicate with the Customer in any respect about services provided under this agreement. As a convenience to the Customer, DESTERHOST may proactively send notices about aspects with regards to services rendered under this Agreement, however these notices may be discontinued by DESTERHOST at any time.