Hosting Terms of Service

Last updated March 09, 2023

1. Privacy General – Scope - Definitions

1.1. The Terms and Conditions (also referred as ‘T&C’) are entered between the Client (hereinafter referred to as ‘Client’, ‘you’, ‘your’) and ITWorksMe. (Referred to as ‘we’, ‘us’, ‘our’, ‘ITW’, ‘Service Provider’).

1.2. These Terms and Conditions represent the contract reached between ITW and the Client, that will govern their business activities. To the extent possible, we intend to list the current and prospective services to which the agreement applies.

1.3. The ‘Client Portal’, ‘Portal’ is the web-based system (https://itworksme.com) where Clients can sign up. The Portal provides online access to the Services, including the Invoices, Pending Requests and Orders, New Orders including the Orders History and your Profile with us.

1.4. Definitions

Unless expressly stated otherwise the following definitions shall apply to the terms used herein:

"Additional Fees"    means any charges other than the Service Fee in relation to the Hosting Service provided by us

“Backup”    means the copying of physical or virtual files or databases or account settings or e-mails to a secondary location outside the Hosting Service for preservation in case of equipment failure or other catastrophe;

“Confidential Information”    means all information passing from one party to the other party relating to the business of the disclosing party, including but not limited to trade secrets, drawings, know-how, techniques, source and object code, business and marketing plans and projections, arrangements and agreements with third parties, customer information and customer information proprietary to customers, formulae, suppliers, concepts not reduced to material form, designs, plans and models but excludes information:

(a) which is in or becomes part of the public domain other than through breach of the Agreement;

(b) which the receiving party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the disclosing party or its representatives; or

(c) which the receiving party acquires from a third party entitled to disclose it;

“Client Content”    means all Client Materials and electronic data placed on the Host’s Server under the Agreement;

"Computer Virus”    means any programmes or data incorporated into software or data that disrupts the proper operation of a computer hardware system or the associated software;

“Downtime”    means any period during which the Web Site is unavailable due to equipment failure or loss of all Internet connectivity to the Server.

“Hosting Service”    means the service provided to the Client by the Host to enable the hosting of the Client’s solution on the Server, this service is detailed in schedule (1) attached to the Agreement and deemed to form part of it;

“Inappropriate Content”    means any content that is pornographic, defamatory, misleading or deceptive, immoral, illegal, contains religious activism, or is in breach of any third party’s rights;

"Intellectual Property”    means all intellectual property rights relating to or owned by either party to the Agreement anywhere in the world (including present and future intellectual property rights) including without limitation confidential information, business names, domain names, copyright, database rights, patents, trade or service marks, designs, software, software programs and source code and all variations, modifications or enhancements to each of them together with any application or right to apply for registration of those rights;

“Initial Period”    means the first twelve (12) months of the Agreement;

“Materials”    means all materials owned by a party used in the provision of the Hosting Service, including software programs and source code;

“On-Line Conduct Policy”    means the policy setting out the terms and conditions on which the Client agrees to utilise the Host’s network, systems, products and services listed on https://www.cnil.fr/fr/loi-78-17-du-6-janvier-1978-modifiee     and deemed to form part of it;

“Personnel”    means any employees, agents or contractors of either party;

“Server”    means the computer server equipment operated by the Host in connection with the provision of the Hosting Service;

“Service Failures”    means a hardware and/or software failure of the Host’s Server on which the Client’s Hosting Service runs, leading to Downtime and/or data loss, this only covers the Server hardware and Server software used by the Host to run the Client’s Hosting Service, and excludes all other hardware and software including any software installed by the Client under their Hosting Service;

“Service Fee”    means the total amount charged by the Host as set out in schedule 1 for the provisions of the Hosting Service under clause (8) of the Agreement. The Host may change the Service Fee amount charged by the Agreement after the Initial Period as described under clause (8);

“Term”    shall mean the period between the Commencement Date and the end date of the Hosting Service Agreement as specified in clause (7) of the Agreement;

“Web Site”    means the Client’s Web Site data, application or any other data as hosted on the Host’s Server, and forms part of the Client Content.

2. Provision of Hosting Services

2.1. To the extent that the Client is able to conform with international regulations and sanctions that may apply on Client, the Host will provide the Hosting Service to the Client on the terms and conditions of the Agreement. No third-party access is allowed to the Hosting Service unless agreed in writing by both parties.  

2.2. The Client acknowledges that the hosting provided by the Host under the Agreement is limited to geographical locations where the hosting would not be found in breach of certain laws and regulations governing sanctions.

2.3. ITW offers IT outsourced services, hosting managed services, OTT, as well as specific design and development services (collectively the “Services”). All the services are subject to the below terms and conditions, except for the managed hosting services, which are subject to the terms and conditions of the initial data center and servers which can be found on the following links, which terms may be updated from time to time, and you acknowledge that at all times the latest version will apply to the managed hosting services:

https://www.leaseweb.com/services/sla

https://cloud.ibm.com/docs/overview?topic=overview-slas

https://aws.amazon.com/compute/sla/

https://aptum.com/legal/legacy-terms/

https://us.ovhcloud.com/legal/service-level-agreements

https://www.aeserver.com/terms-of-service.php

https://ae.godaddy.com/legal/agreements

https://www.namecheap.com/legal/

https://www.cloudflare.com/business-sla/

https://apps.centurylink.com/slas

https://cpanel.net/technical-support-agreements/

https://docs.fastly.com/products/service-availability-sla

https://www.imperva.com/legal/license-agreement/

https://www.smtp.com/policies/terms-and-conditions/

https://www.mailgun.com/sla/

https://www.twilio.com/legal/service-level-agreement

https://stackify.com/terms-conditions/

https://wasabi.com/legal/sla/

https://ayksolutions.com/terms-of-service/

https://www.xero.com/us/about/legal/terms/

https://centova.com/en/license

https://wmspanel.com/terms_of_service

https://www.scaleway.com/en/terms/agreement/

3. Availability

3.1. The Client acknowledges that the Host’s Servers may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems , load issues, malicious attacks of any form, coding issues or other causes that could also be related to the country of operation of the Client and the Client’s nationality.

3.2. The Host agrees to rectify Service Failures and to restore the Hosting Service to operational capacity as soon as reasonably practicable; this does not cover the restoration of any Client Content. Where Backups of the Client Content exist, the Host will attempt to restore the Client Content from the Backup. However, the Host makes no promises that the Client Content will be able to be restored in this manner.

4. Limitation of Liability

4.1. The Host gives no condition, warranty or undertaking and makes no representation to the Client about the suitability of, or fitness of the Hosting Service for the Client’s purposes other than those conditions, warranties, undertakings or representations expressly set out herein.

4.2. With the exception of any rights which the Client may have under applicable law, all warranties, conditions and other terms implied by statute or law are excluded from these Terms to the fullest extent permitted by law.

4.3. Nothing herein excludes or limits the liability of the Host for gross negligence; or fraudulent misrepresentation.

4.4. Subject to sub-clauses (4.2) and (4.3):

4.4.1. The Host’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this obligations shall be limited to the total Service Fee paid to the Host by the Client under the terms of their commercial agreement; and

     4.4.2. The Host shall not be liable to the Client or any third party for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever or howsoever caused which arise out of or in connection therewith, or for loss of profit, loss of business, loss of data, depletion of goodwill or loss occurring in the normal course of business or otherwise.

5. Client Content

5.1. The Host will not be responsible for the accuracy and functionality of the Client Content. The Client will indemnify the Host for any claims made against the content of the Web Site.

5.2. If the Host reasonably forms the view that the Client content of any Web Site may be Inappropriate Content, or if the Host is informed by a third party of such, the Host shall send to the Client a notice to remove such Client Content from the Web Site within twenty four (24) hours from the time of notification, failing which the Host would opt for the disconnection of the Hosting Services.

5.3. The Host will have no liability for any loss or damage to any data stored on the Hosting Service, Server or any other of the Host’s facilities.

5.4. The Client is responsible for creating and maintaining Backups of the Client Content. Most of our servers are provided with backup equipment and automated procedures. For liability reasons we cannot guarantee these backups at any given point in time.

6. Term

These Terms shall apply for as long as the Client is a client of the Host and has not opted out or elected to terminate the agreement with the Host.

7. Charges and Payment

7.1. The Host will charge the Client the total of the Service Fee for the provision of the Hosting Service as defined in the commercial agreement. The Client will pay the Service Fee within thirty (30) days after the date of the Host’s invoice.

7.2. Any Additional Fees will be agreed upon in writing in advance between the parties and invoiced separately. The Client shall reimburse the Host for any such Additional Fees and out of pocket expenses reasonably incurred by the Host.

7.3. The Client will pay any Additional Fees within thirty (30) days after the date of the Host’s invoice.

7.4. Past-due Fees (over 60 days) shall incur interest at a rate of one-and-one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is lesser. Customer shall be liable to, and fully reimburse, the Host for all costs (including attorney’s fees) incurred in connection with the Host's collection of past-due Fees. All Fees are non-refundable except as otherwise provided in these Terms of Service.

7.5. Without limiting any other right or remedy available to the Host, the Host may, on giving seven (7) days’ notice, and without having to account for or to repay any money previously paid to it, refuse to commence, complete or deliver any work or otherwise comply with the provisions of these Terms on the Host’s part to be observed or performed in the event the Client:

7.5.1. fails to pay any sums due to the Host under the commercial agreement; or

7.5.2. otherwise defaults in the due observance and performance of his commercial obligations.

7.6. The Host may, after the Initial Period and on giving thirty (30) days notice in writing, change the Service Fee amount charged by the Agreement.

8. Ownership

8.1. The Parties acknowledge that nothing contained herein will have the effect of transferring the ownership of any Intellectual Property.

8.2. Any Intellectual Property owned by either party and required for the performance by the other party of its obligations for the provision of the Services shall be licensed to that other party on a non-exclusive, royalty-free basis for the sole purpose of fulfilling that party’s obligations pursuant to these Terms and for the period during which the use of that Intellectual Property by that party pursuant to these Terms is required.

8.3. Where the Client places or installs their own Client Content on the Host’s Server, the Client is responsible for ensuring that they have secured all necessary licences required for the performance by the Host of its obligations under the Agreement and for the period during which the use of those rights by the Host pursuant to the Agreement is required.

9. Domain Name Registration

On request, and subject to Additional Fees, the Host may register domain names on behalf of the Client. At no time does the Host represent that any particular domain name is available for registration. The registration and use of domain names is subject to the terms and conditions of the relevant naming authority. The contract for registration is between the Client and the naming authority. If payments are not received in respect of domain name registrations the Host may cancel or retain them. The Host gives no warranty that the domain name will not infringe the rights of any third party. The Client is responsible for ensuring they have rights to use domain names that are registered through the Host and the Client hereby indemnifies the Host for any loss of whatsoever nature incurred by the Host in that regard. In the event of a dispute between the Client and third parties in respect of the rights to domain names, the Host retains the right to suspend or cancel disputed domain names. Unless otherwise stated the Client has full responsibility for the renewal of the domain name.

10. On-line Conduct Policy

The Client acknowledges that it will comply with the On-Line Conduct Policy within https://www.cnil.fr/fr/loi-78-17-du-6-janvier-1978-modifiee

10.1. and as published from time to time on the Host’s Web Site.

10.2. The On-Line Conduct Policy is a standard policy for the conduct of the Host’s business and is necessary for the orderly and efficient provision of the Hosting Service to the Client.

10.3. In the event of the Client breaching the On-Line Conduct Policy, the Host retains the right to suspend or terminate the provision of the Hosting Service and shall within seven (7) days thereafter notify the Client of such suspension.

The Client must provide, at its own cost, all telecommunications services, computers and other equipment or services necessary to enable it to have access to the Hosting Service. The Client must comply with all applicable legal requirements, rules and regulations that apply to the communications means by which the Client obtains access to the Hosting Service.

12. Personnel and Sub-Contractors

The Host may in its absolute discretion sub-contract the performance of any of its obligations under the Agreement.

13. Data Protection

Both the Host and the Client agree to comply with respective obligations under the relevant and applicable data protection regulation, and any updates thereon, as applicable to personal data that it controls or processes as part of, or in connection with, its use or provision of the Hosting Service. The Host does not take responsibility for the protection of personal data held by the Client under the Hosting Service. Specifically, but without limitation, the Client must comply with the relevant data protection regulation as it relates to personal data the Client stores or transfers using the Hosting Service.

14. Warranties

14.1. Each party warrants that:

14.1.1. it has authority to enter and to perform its obligations; and

14.1.2. it has the ability to perform its obligations.

 14.2. The Client warrants that:

14.2.1. the use by the Host of any works or Client Content submitted by the Client to the Host will not infringe the rights of any person or contravene any law;

14.2.2. it is not relying on any representation made by the Host which has not been expressly set out herein;

14.2.3. it will take all reasonable steps to ensure that any software used in connection with Hosting Service and any material or data provided to the Host will be free from any Computer Virus and will not damage or corrupt any other data or system;

14.2.4. it is solely responsible for communicating with persons who maintain or access its Web Sites and that it will not divert any complaints or concerns from such persons to the Host;

14.2.5. where the Client allows its own customers to maintain details within the web hosting space provided as part of the Hosting Service, the Client remains fully bound by this contract and is responsible for the activities and actions of such persons.

14.3. The Host shall not be liable for defects resulting from improper use of the Hosting Service by the Client or by another third party.

15. Indemnity

15.1. Each party (“the first party”) indemnifies and undertakes to keep indemnified the other party, its officers, servants and agents (“the second party”) against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the second party by any person arising out of or as a consequence of an unlawful or negligent act or omission of the first party, its officers, servants or agents in any way connected with the Agreement whether arising from any failure by the first party to comply with the terms of the Agreement or otherwise.

15.2. The indemnity extends to and includes all costs, damages and expenses reasonably incurred by the second party in defending any such action, proceeding, claim or demands.

16. Termination

16.1. The Host may terminate the provision of the Services by notice in writing to the Client in the event that:

16.1.1. the Client fails to pay any amount to the Host due and does not make that payment within thirty (30) days after receiving notice requiring the Client to do so;

16.1.2. the Client fails to perform any of the obligations on its part to be observed or performed pursuant to the On-Line Conduct Policy, or

16.1.3. the Client fails to perform any of the obligations on its part to be observed or performed pursuant to these Terms, or

16.1.4. any of the warranties or representations confirmed by the Client are false or inaccurate in any material way.

16.2. The Client may terminate his relationship with the Host by notice in writing to the Host in the event that the Client wishes to cease use of the Hosting Service and all outstanding Service Fee and Additional Fee have been paid to the Host.

16.3. Either party shall be entitled to terminate the relationship forthwith by notice in writing to the other if the other party shall:

16.3.1. commit any material breach of any of its obligations under these Terms, or

16.3.2. pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect, or

16.3.3. make any voluntary arrangement with its creditors or become subject to an administration order, or

16.3.4. have a receiver or administrative receiver appointed, or

16.3.5. cease or threaten to cease to carry on business.

17. Confidential Information

17.1. Each party may use the Confidential Information of a disclosing party only for the purposes of the Agreement and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.

17.2. Either party may disclose Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information.

17.3. All documents and other materials containing Confidential Information of either party will be returned to that party immediately upon completion of Hosting Service.

17.4. The parties’ obligations to keep information confidential will survive the termination of the relation.

17.5. The obligations of confidentiality contained therein do not extend to information that:

17.5.1. was rightfully in the possession of the receiving party before any acceptance by the Client of these Terms or entering into the commercial negotiations leading to these Terms;

17.5.2. is, or after the day of Client’s acceptance of these Terms, becomes public knowledge (otherwise than as a result of a breach of these Terms); or

17.5.3. is required by law to be disclosed.

18. Force Majeure

18.1. “Force Majeure” means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, transportation embargo, failure or delay in transportation, including without limitation where  the Host’s Hosting Service ceases to be entitled to access the Internet or ceases to have access to the Internet for whatever reason, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.

18.2. If a party is wholly or partially precluded from complying with its obligations as set forth by these Terms due to Force Majeure, then that party’s obligation to perform in accordance with these Terms will be suspended for the duration of the Force Majeure.

18.3. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations in accordance with these Terms.

19. Default and Remedies

19.1. Client Default - the occurrence of any one of the following events shall constitute a default of the Client:

19.1.1. the abandonment of the Service for a period of consecutive six (6) months;

19.1.2. failure to pay the Service Fee due;

19.1.3. failure in the performance of any of the Client’s obligations under the commercial agreement or these Terms.

19.2. Host Default - the following event shall constitute a default of the Host:

19.2.1. fails to perform or observe any condition or obligation under these Terms to be performed by the Host within thirty (30) days following written notice to the Host of such failure, provided that if the nature of such default reasonably requires more than thirty (30) days, the Host shall not be in default hereunder if the Host has promptly commenced such cure and is diligently pursuing the same.

19.3. Host Remedies – in the event of Client default the Host has the following remedies:

19.3.1. terminate the relation;

19.3.2. cure such event of default for the Client at the Client’s expense;

19.3.3. pursue any other remedy now or hereafter available to the Host under the law.

19.4. Client Remedies - the event of Host default the Client has the following remedies:

19.4.1. use any remedies available to it at law.

19.5. Mitigation - both parties agree to mitigate their damages upon default.

20. Notification

20.1. Any notices given by the Host to the Client may be given by e-mail, facsimile or letter.

20.2. The Client shall be responsible for ensuring that the Host has been provided with up to date information to allow the Host to serve notices in terms of Clause (20.1)

21. Applicable Law and Jurisdiction

21.1. The Agreement (including these Conditions) shall be governed by and construed in accordance with the laws of Lebanon.

21.2. The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to the Agreement or any breach of it. If any such dispute cannot be settled amicably through ordinary negotiations between representatives of the Parties, the dispute shall be referred to the management of each Party who will meet in good faith in order to try and resolve the dispute.