Terms and Conditions for Internet Services

HTL General Terms & Conditions

HTL Online Ltd ("HTL") specialises in the provision of Value Added Internet Services through the brands of HTLonline and HTL. In purchasing services from any, either or both of these brands, the client is contracting with HTL. The Terms and Conditions described herein are applicable to all services supplied through HTLonline or HTL, HTL has adopted a philosophy that assumes the honesty and good intent of subscribers. Services are provided in as unrestricted a manner as possible, to allow subscribers to have the richest Internet experience possible. These Terms and Conditions must be read in conjunction with our Acceptable Use Policy (AUP), which may be subject to change from time to time. It is the subscribers' responsibility to ensure that they comply with the latest edition of the AUP in force at any given time.

It is important you read these terms and conditions. In addition some of HTL’s services have additional Terms and Conditions. Full copies of all Terms and conditions are available on request, or can be viewed on our website at http://www.htlonline.co.uk/htlonline/tsandcs/

1. About HTL

   • 1.1 HTL is a Value Added Internet Service Provider and Reseller. It provides the Client with access to the Internet, hosting services, IP and VoIP services, messaging and security services as specified in the Client’s Order and on the terms set out below.
   • 1.2 HTL Online Ltd is a company registered under the laws of England and Wales. Its company registration number is 06765598 and its registered office is 40 Beaufort Court, Canary Wharf, London E14 9XL
   • 1.3 HTL’s trading address is 40 Beaufort Court, Admirals Way, London E14 9XL. Except for enquiries relating to technical support, all communications with HTL, including any complaints, should be made to this address, unless made by e-mail to the e-mail address given in the Contact area of our websites at www.htlgroup.co.uk
   • 1.4 Enquiries relating to technical support should be made via email to  This e-mail address is being protected from spambots. You need JavaScript enabled to view it.

2. Service specification

   • 2.1 HTL shall provide the Service in accordance with the service description within the Client’s Order, subject to the limitations set out in this Agreement and HTL’s other relevant terms and conditions.
   • 2.2 Some services such Dedicated Server, Co Location services, WiFi Hotspots, Business VoIP, Web Design and Online Backup have additional terms and conditions. In providing such services both or all relevant sets of Terms and Conditions will apply.
   • 2.3 Service Credits and Service Level Guarantees are only provided where a separate “Service Level Agreement” has been entered into and the Terms and Conditions of those services will be documented there.
   • 2.4 HTL reserves the right to modify the service description in order to improve the quality or effectiveness of the Service without the prior agreement of the Client. HTL will notify the Client of any changes to be made at least 30 days in advance.
   • 2.5 HTL may modify its AUP without the further agreement of the Client so as to ensure that they comply with all relevant legislation or regulatory guidance and/or to bring them into line with common industry practice.

3. Service Charges and Payment

   • 3.1 Client agrees to pay HTL charges, as specified within the service description within the Client’s Order.
   • 3.2 HTL reserves the right to modify its charges (including its charges for maintenance and support services and for training and instructional materials) for the Service upon 30 days emailed notice, or the termination period of the relevant Service Agreement, whichever is the greater. 
   • 3.3 For our Pay As You Go services, our usage statistics, as expressed on our systems are the full and final statement for billing purposes.
   • 3.4 Service charges will be invoiced in advance monthly, quarterly or annually, as specified in the service description within the Client’s Order. If on account terms, payment must be received by HTL within 30 days after the date of the invoice. HTL may charge daily interest on outstanding amounts until payment in full is received at a rate equal to 4 per cent per annum above the HSBC Bank plc Base Lending Rate as current from time to time. If on pay in advance terms, payment must be received by HTL by the due date agreed and subsequently by the due date of any service renewal.
   • 3.5 All sums due to HTL under any Order are exclusive of Value Added Tax ("VAT"), and any other use or sales taxes, duties, or levies imposed by any authority, government, or government agency which may apply or be introduced from time to time which shall be charged thereon in accordance with the relevant regulations in force at the time of providing the Service and shall be paid by the Client.

4. Duties and Responsibilities

   • 4.1 Client agrees to pay in accordance with HTL's then current rates for maintenance and other service activities relating to the Service.
   • 4.2 Client agrees to pay for loss or damage to equipment and software used in providing the Service which is caused by Client's negligent acts or omissions.
   • 4.3 The service will be furnished to Client subject to the condition that it will not, nor will it permit others to use the Service other than in accordance with HTL’s AUP and/or to use the Service for unlawful purposes or any purpose for which the Service was not designed including unauthorised use, obtaining or attempting to obtain service by rearranging, tampering with or making connection with any facilities of HTL or by any deception, scheme, false representation or false credit device, or by or through any other fraudulent means or devices whatsoever. 
   • 4.4 Client will indemnify and save HTL harmless from and against all loss, liability, damage and expense, including reasonable legal fees, caused by the negligent acts or omissions of the Client or other user of Client’s service which result in claims for damage to property and/or injury or death to persons, claims for libel, slander, invasion of privacy or  infringement of copyright, or any actions bought pursuant to the provisions of the Data Protection Act, including any amendment, replacement, or re-enactment thereof for the time being in force, and invasion and/or alteration of private records or data arising from any information, data or message transmitted by Client or its users, and claims for infringement of patents arising from the use of apparatus and systems of the Client in connection with the Service furnished by HTL.
   • 4.5 Client will be responsible for the content of any transmission over the Service and the connection of any non HTL equipment to the Service. 
   • 4.6 Client shall use its best endeavours to protect and keep confidential all HTL software used by it and shall make no attempt to examine, copy, alter, "reverse engineer", decompile, discover the source code to, tamper with, or otherwise misuse such software. 
   • 4.7 Client's right to use the Service is personal to Client and its authorised users, non-exclusive and non-transferable. Client is not permitted to sell, assign, sublicense or grant a security interest in or otherwise transfer any right in HTL software. This Agreement does not grant Client any right to any HTL software except the limited right to use set out in this sub clause.
   • 4.8 Client shall comply at all times with all relevant statutory and licensing obligations in connection with accessing and using the Service.
   • 4.9 Client agrees to provide if required at their premises a suitable environment for any equipment necessary to provide the service. Client agrees to permit reasonable access to HTL employees, agents or contractors onto its premises whenever necessary for purposes of installation or repair of HTL supplied equipment necessary to provide the service.
   • 4.10 Save as indicated below in
   • 4.11 HTL shall not be responsible for the installation of equipment necessary to provide the service or for any cabling.
   • 4.11 HTL shall be responsible only for the installation of any equipment purchased from them under a managed service agreement and will not be responsible for other residential or business Client Premise Equipment.
   • 4.12 HTL will maintain the Service and provide Client and its authorised users of the Service such training, instructional material and other support service as deemed appropriate at HTL’s then current prices for such support services.
   • 4.13 Client shall reasonably monitor the e-mail account it has specified for communications from HTL in relation to the Service.

5. HTL’s right to suspend the Service

   • 5.1 HTL reserves the right to suspend all or part of the Service provided to the Client if it becomes aware of any actual or potential breach of its AUP by Client or other user of the Client’s Service. If the Client fails to remedy any breach within 10 days after written notice then HTL reserve the right to terminate this agreement in accordance with the provisions in clause 8.4.
   • 5.2 HTL reserves the right to suspend all or part of the Service if the provision of the Service might expose HTL to criminal or civil liability of any kind.
   • 5.3 HTL shall only restore the Service to full operation if, on the information provided to it in relation to the reason for the suspension of the Service, it in good faith reasonably judges that there is no risk of the restoration of the Service exposing it to criminal or civil liability of any kind and/or its AUP is fully complied with.
   • 5.4 HTL reserves the right to suspend all or part of the service if payment is not received in accordance with the terms and conditions and such service will only be resumed, and then entirely at HTL’s discretion, if all monies outstanding have been received by HTL. Further this clause shall be without prejudice to HTL’s right to terminate in any event the agreement in accordance with clause 8.4 
   • 5.5 During any period of suspension the Client agrees to continue to pay and to remain liable for all charges pursuant to these terms and conditions and the Client’s Order.

6. Warranties

   • 6.1 HTL’s sole liability for any damages due to any defect or non-performance of the Service is limited to those actually proven as directly attributable to HTL, limited to the monthly charges paid for the Service from the date said damages were incurred, but in no event more than three months of charges, subject to a ceiling of 10,000 pounds in the aggregate under this Agreement.
   • 6.2 HTL will not be responsible for any delay in or failure of the Service due to any occurrence beyond HTL’s control.
   • 6.3 HTL gives no warranties and accepts no responsibility in relation to the information of third parties accessed by Client by means of the Service.
   • 6.4 Nothing in this Agreement shall be construed as to limit or exclude either party’s liabilities in respect of death or personal injuries, or any inalienable statutory consumer rights of the Client.
   • 6.5 To the extent that the exclusions and limitations in this Agreement are in any jurisdiction contrary to any statute or rule of law, such exclusions and limitations are to that extent disapplied.
   • 6.6 HTL WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.
   • 6.7 HTL MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE FITNESS, PURPOSE OR QUALITY OF THE SERVICE.

7. Cancellation before commencement

   • 7.1 Once performance of this Agreement has commenced Client may not cancel this Agreement (although Client may terminate the Agreement in accordance with the terms set out below). 

8. Term and Termination

   • 8.1 Once performance has commenced, this Agreement shall continue until terminated by either Party.
   • 8.2 Either Party can terminate this Agreement in writing within the contract period once the minimum contract period has been completed. Notice of Termination is not deemed to have been served unless receipt of the notice is confirmed by HTL. The minimum contract period is the billing period specified within the service description with the Client’s Order, unless otherwise stated in the Client’s Order.
   • 8.3 HTL shall not be required to give notice of the beginning of its performance hereunder. HTL reserves the right to disconnect the Service if Client does not fulfil its obligations under this Agreement. 
   • 8.4 In the event of default which include failure by Client to pay any amounts; or failure by either party to cure any breach of a term or condition in this Agreement within 10 days after written notice; or if an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented, or a bankruptcy order is made by either Party, or a voluntary arrangement is approved or an administration order is made, or a receiver or administrative receiver is appointed of any of either Party's assets or undertaking or a resolution or petition to wind up either Party is passed or presented (otherwise than for the purposes of reconstruction or amalgamation); or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order, the other party shall be entitled to terminate this Agreement without further liability, except that the Client agrees to pay for all sums due both up to the time of such termination and for all sums due for the remainder of the minimum contract period.

9. Privacy Policy

   • 9.1 HTL shall deal with all personal data relating to Client which it acquires when entering into and performing this Agreement in accordance with its general Privacy Policy.
   • 9.2 HTL complies with the provisions of the Data Protection Act 1998.

10. General

    • 10.1 All notices (save where otherwise provided in this Agreement or in applicable legislation) from either party to the other shall be sent by prepaid post or by e-mail. HTL shall send all notices to Client’s billing address or to the e-mail account notified to it by Client. Client shall send all notices to HTL’s address or e-mail address, as set out in Clause 1 of this Agreement.
    • 10.2 This Agreement may not be assigned, delegated, transferred or otherwise dealt with, without the prior written consent of HTL. Client authorises HTL to assign or transfer this Agreement, including any and all billing and service provisioning activities, to any third party for Service to be provided outside the UK as necessary to enable HTL to provide the Service.
    • 10.3 No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has arisen, unless otherwise provided by legislation.
    • 10.4 Save as otherwise provided for in this Agreement, this Agreement may not be waived, altered, or modified, except by document in writing signed by authorised representatives of HTL and Client. No agent, employee or representative of HTL or Client has any authority to bind HTL or Client to any affirmation, representation or warranty unless such is specifically included in this written Agreement.
    • 10.5 The section headings in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement. 
    • 10.6 This Agreement shall be governed by and construed and interpreted in accordance with English law, and the parties submit to the jurisdiction of the English Courts.
    • 10.7 If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
    • 10.8 We are continually reviewing our Terms and Conditions in line with the services we provide to our Clients. Should you have any comments to make concerning the contents, please contact us on mail to  This e-mail address is being protected from spambots. You need JavaScript enabled to view it. .

Back to top

HTL Terms and Conditions for Shared and Dedicated Hosting Services

(For clients with Shared and Dedicated Hosting Services, these terms take precedence over our General Terms)

1. Definitions

   • 1.1 Client means person, firm or company that purchases or agrees to purchase goods or services from the company 
   • 1.2 Company means HTL Online Ltd. 
   • 1.3. Goods or Services means the item supplied by the company as specified in the order form 
   • 1.4 Contract means a contract for the supply of goods and services by HTL Online Ltd 

2. Terms & Conditions

   • 2.1 These terms and conditions herewith shall apply to all contracts for the sale and supply of goods and services by HTL Online Ltd to the exclusion of all other terms and conditions which the client may purport to apply 
   • 2.2 By completing the order form, orders by the mode of telephone or logging into your account/ uploading files the client will be deemed to have accepted and agreed to these terms and conditions 
   • 2.3 Any variation of the terms and conditions shall be inapplicable unless agreed in writing by the company 
   • 2.4 We the company reserve the right to amend and update these terms and conditions at anytime without notice

3. Supply

   • 3.1 The Company agrees to provide the service to the client to the extent described in the client agreement from and according to the terms and conditions of this contract. The service level shall be deemed incorporated in to this contract 
   • 3.2 If the client's bandwidth reaches the point where it has an adverse affects on other clients we the company reserve the right to disable your site until you can reduce your bandwidth usage 
   • 3.3 Each shared server includes a nominated amount of bandwidth, if you use more than this amount then you agree to pay for this bandwidth at a rate of 20 UKP per 500 MB of usage 
   • 3.4 The company reserves the right to vary the service level at anytime. Any such variations will not be such as to reduce the overall standard of service 

4. Price & Payment 

   • 4.1 Price is exclusive of VAT, but the price will vary according to which package the client purchases 
   • 4.2 Payment by the client will be either on a monthly or yearly basis 
   • 4.3 Payment is due each anniversary month or year following the date the account was established. Clients will automatically be charged again at the end of their period unless closure notification has already been given. 
   • 4.4 Payment on a monthly basis will be by standing order or credit card after the first initial payment of the first month for UK clients and payment on a monthly basis for clients outside the UK will be by credit card 
   • 4.5 The company reserves the right to vary the amount payable (monthly or yearly) from time to time, however we will give you 30 days prior written notice of any such variation 
   • 4.6 We do not offer any form of credit to clients 
   • 4.7 If the client's service or account is activated before payment is made then payment must be sent in full 
   • 4.8 If payment is not made and received in full within 7 days from the completion of the agreement all technical support for the site will be revoked. If payment is still not made in the following 7 day period the client's account will be deleted from out servers and all services will stop. 
   • 4.9 The company has no obligation to carry out any work until full payment in advance has been received in clear funds. 

5. Termination

   • 5.1 The initial term of this contract is one year and shall commence on the date of acceptance by the client. Thereafter the contract will continue on a yearly basis unless terminated according to the provisions below 
   • 5.2 All account cancellations must be done in writing, with at least 30 days notice. Notifications must include user name, principal contract name with valid signature and reason for cancellation. Third party cancellations are not accepted 
   • 5.4 We reserve the right to cancel your account at anytime without notice. 
   • 5.5 When your account is closed for any reason all files will be deleted. They are not recoverable. 
   • 5.6 Any attempt to use the server for purposes other than its intended use will result in your account being terminated. 
   • 5.7 Any improper use by the client under any sections under 9.0 will result in immediate termination of the Company's service 
   • 5.8 If a client has ordered a service on an annual subscription the company expect the client to commit for this period of time. If the client wishes to cancel within this service period, we the company will not make any refunds for any unused portions of the client's account. Whilst the company does not offer refunds the client have no obligation to continue using our service. 

6. Company's Liability

   • 6.1 In no circumstances whatsoever will the company be liable for economic, indirect or consequential loss arising from delays or service interruptions. 
   • 6.2 The company will not be responsible for loss occasioned by computer viruses, whether introduced by the Company's software or otherwise. 
   • 6.3 To protect your privacy we will not distribute your name or e-mail address to any third party. 
   • 6.4 We the company reserves the right to remove material deemed inappropriate from your web pages, without prior notice. HTL Online Ltd do not allow Adult, Warez, Illegal MP3 websites on their servers. 
   • 6.5 We the company shall not be held liable for any loss or damage caused by the use, misuse, unavailability or removal of services. 
   • 6.6 Whilst the company shall expeditiously seek domain registration, the company shall not be liable in the event of the domain having been registered by some other person by the time the company seeks registration in which event a full refund will be paid to the client without any other liability on the part of the company for loss by the client. 
   • 6.7 For clients using our Email Screening Service - New viruses and exploits are created daily and no virus protection system could ever be 100% effective. HTL Online Ltd is not responsible for any damage, loss of revenue or other repercussions of a malicious email passing through this system. 

7. Client's Liability

   • 7.1 It is the client's responsibility to carry out computer virus precautions. 
   • 7.2 Data stored on our servers is periodically backed up. It is the responsibility of the client to keep independent backup files of important data. We the company cannot be held responsible for any loss incurred from the client's inability to backup any files. We do not guarantee the availability of our backup and it should not be relied on. 
   • 7.3 Telnet shell accounts are made available for editing and setting up your website. It is not a development platform for issues unrelated to your website 
   • 7.4 Clients must not leave their home directory at anytime 
   • 7.5 Clients must not attempt to gain the privileges of another user 
   • 7.6 Any interference with the following files will result in your telnet access being removed -.bash_history - .bash_logout - .bash_profile - .bashvc 
   • 7.7 Clients may have commercial use of web and ftp space. This privilege must not be abused. If the company believes that this or any other facilities have been abused by the client, this will result in an immediate termination of their account 
   • 7.8 Clients will be responsible for the content of their page/s including obtaining the legal permission for any works they include and ensuring that the contents of their page/s do not violate UK or any other laws that are applicable 
   • 7.9 The clients will be responsible for and accept responsibility for any defamatory, confidential, secret or other proprietary material available via their page/s 
   • 7.10 When seeking domain registration, the client will be responsible when placing an order to ensure that the domain has not been registered by some other person. 

8. Password Security

   • 8.1 The client will be given a login account, which is for personal use only. Clients must not divulge the password to any other people 
   • 8.2 The client shall taken reasonable precautions to ensure that it is not discovered by other people 
   • 8.3 The company reserves the right to change the password in the event of any suspected security breach 

9. Improper Use

   • 9.1 The company's service may only be used for lawful purposes by the client 
   • 9.2 Any breach of 7.9 shall be deemed a material breach of this contract and shall entitle the company to terminate the contract irrelevant whether the client is aware of the content of any material so transmitted or not 
   • 9.3 We the company do not allow adult, warez, illegal MP3 sites or IRC Bots 
   • 9.4 Clients may not store more data in their account than their allotted quota. The quota command may be used to examine their current disc usage and quota 
   • 9.5 Clients may not run server processes, such as talkers or IRC Bots from their login account 
   • 9.6 Clients must not participate in any form of unsolicited bulk e-mailing or spam 
   • 9.7 Any breach of the above provisions will result in an immediate withdraw of service provided by the company 

10. Nominet

    • If you are registering a .uk domain then you will need to read Nominet UK's Terms and Conditions which are available on request.

Back to top

Additional HTL Terms and Conditions for Dedicated Servers

(For clients with Dedicated Hosting Services, these terms take precedence over our General Terms and Shared Terms )

HTL Online Ltd (HTL) Terms and Conditions described below defines the actions which HTL considers to be abused and strictly prohibited. There are no exclusions in this listing. Please, be aware that the actions listed below are also prohibited from other Internet Presence Providers (IPP's) and their users on behalf of HTL to advertise any service hosted by HTL or connected via the HTL Network. For abbreviation purposes, HTL Online Ltd will be referred as HTL and companies or individual account owners using our services as CLIENT.

HTL Terms and Conditions have been formulated with the following goals in mind:

Ensure security, reliability and privacy of HTL systems and network, and the networks and systems of others.

• Avoid situations that may cause HTL to incur civil liability.
• Maintain the image and reputation of HTL as a responsible organisation.
• Encourage the responsible use of net resources, discouraging practices which degrade the usability of network resources and thus the value of Internet services.
• Preserve the privacy and security of individual users.

The Terms and Conditions below defines the actions which HTL considers to be abusive, and thus, strictly prohibited. 

The examples named in this list are non-exclusive, and are provided solely for guidance to HTL clients. If you are unsure whether any contemplated use or action is permitted, please send mail to  This e-mail address is being protected from spambots. You need JavaScript enabled to view it.   and we will assist you. Please note that the actions listed below are also not permitted from other Internet Service Providers on behalf of, or to advertise, any service hosted by HTL, or connected via the HTL network. Furthermore, such services may not be advertised via deceptive marketing policies.

• Network Security

  Clients may not use HTL' s network as to attempt to circumvent user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for the Client, logging into a server or account the Client is not expressly authorized to access, password cracking, probing the security of other networks in search of weakness, or violation of any other organization's security policy.

  Clients may not attempt to interfere or deny service to any user, host, or network. This includes, but is not limited to, flooding. mailbombing, or other deliberate attempts to overload or crash a host or network.

  If your server is the initiator or target of a denial of service attack that adversely affects our/somebody else network, we will terminate your account without warning and you will be held responsible for any charges that may result from this action.

  HTL will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. Users who violate systems or network security may incur criminal or civil liability. HTL Online Ltd reserves the right to charge up to £250 per complaint to investigate.

  Changes which are approved will be done on a prioritised basis by HTL Online Ltd technical staff. Expedited processing of a change order can be paid for by a client, but the changes remain property of HTL Online Ltd and may be given to other clients.

• Client Spamming Policy

  HTL Online Ltd has zero tolerance for spam originating from our clients, or from our clients' customers, or for spam advertising web sites of our clients or our clients' clients.

• The Policy

  You refers to the HTL Online Ltd Client; we refers to HTL Online Ltd.

  HTL Online Ltd has the right to charge £250 per complaint to investigate. 

  HTL Online Ltd does not deal with your clients or their clients etc.; We hold our clients responsible for dealing with spam from or about their section of the network. 

  If we get a first complaint, we will forward it to you. If we don't receive a response indicating the complete resolution of the complaint within 24 hours, we may drop the section of IP space involved in the spam complaint until we are convinced that the problem is resolved. In particular, we are concerned with spam that not only originates from your network, but also that advertises sites hosted on your network.

  If we get repeat complaints and it is clear that the problem has not been resolved, we may blackhole the section of IP space involved in the spam complaint until we are convinced that the problem is resolved. If so, we will contact you as soon as is feasible.

  We reserve the right, to drop the section of IP space involved in spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties on the Internet. In particular, if open relays are on your network or a client's network, or if denial of service attacks are originating from your network. In certain rare cases, we may have to do this before attempting to contact you. If we do this, we will contact you as soon as is feasible. 

  What does this mean to me?

  • You must provide us with, and keep current, good contact information for you. E-mail, fax, and telephone contacts are used, in that order of preference. 
  • You must educate your clients about spam so that it does not become a problem for you, or for us. If you sell accounts on your system(s), you must provide an Terms and Conditions at least as restrictive as our own. 
  • You must promptly investigate and deal with any spam or other abuse complaints forwarded to you.

  Why this Policy?

  We at HTL Online Ltd feel strongly that the usability of the Internet is dependent on the elimination of UCE (Unsolicited Commercial E-mail) from the mailboxes and newsgroups of both casual and heavy Internet users. If you host web sites, you must be particularly vigilant, as you and your other clients could be disconnected from the Internet due to one client's spamming. 

• Bandwidth Charges

  Higher levels of traffic will incur overcharges on a monthly basis. However, the rates for bandwidth usage are lower for Dedicated Servers than for any other services we offer. HTL uses web reports for network traffic monitoring and reporting. These charges reflect our expenses in network maintenance, upgrades, backbone port charges, leased line loops, and equipment.

  IP Policy RIPE (RZseaux IP EuropZens) is becoming very stringent with IP addresses, and refuses to grant them without a strict accounting of use of existing IP's; we must therefore require periodic updates of IP address use. The way we will implement this, for now, is for clients who need more IP addresses to provide a one-for-one mapping of hostnames to IP addresses for what they are already using. Assume, for example, you were given 2 IP's to start, (of which two were pre-allocated for your nameservers) and you need (at least) 5 more. Send the request to  This e-mail address is being protected from spambots. You need JavaScript enabled to view it. .

• General Conduct

  Clients are prohibited from transmitting on or through any of HTL' services, any material that is, in HTL' sole discretion, unlawful, obscene, threatening, abusive, libellous, or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or international law.

  HTL' s services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of UK law, or by the common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, infringement of copyright or trademark, misappropriation of trade secrets, wire fraud, invasion of privacy, pornography, obscenity, defamation or any other statute. HTL reserves the right to remove such illegal material from its servers.

  The client is responsible for keeping their billing data with HTL up-to-date and accurate. Furnishing false data on any contract or application, including fraudulent use of credit card numbers, is grounds for immediate termination, and may subject the offender to civil or criminal liability.

  The resale of HTL’s products and services is not permitted, unless specifically permitted and documented in a written agreement.

  Important IP Disclosure: HTL Online Ltd Internet may assign client a reasonable amount of IP addresses (Internet Protocol) on a temporary basis or for the life of the contract. Client agrees that IP addresses are not portable and acknowledges that IP addresses are the sole property of HTL Online Ltd and are assigned as part of the services.

  Furthermore, client acknowledges that use of IP addresses not allocated by HTL Online Ltd to client or users is expressively prohibited and will incur a penalty fee. This fee would be calculated on a standard engineer’s hourly rate fee of £100 separate from any other service or incident fees prepaid by client.

• Payment

  Clients agree to supply appropriate payment for the services received from HTL, in advance of the time period during which such services are provided. 

  Clients agree that all setup fees are non-refundable once setup is completed. 

  Client is aware that if you are paying by credit card, prepayments will be billed and charged automatically, and that HTL may apply the amount due to the provided card at any time. 

  All invoices are sent to clients via postal mail.

  Client understands and agrees that HTL shall not be responsible for any charges or expenses that client may incur resulting from overdrawing client's bank account or exceeding client's credit card limit as a result of an automatic or manual charge generated by HTL Online Ltd pursuant to this authority.

  Returned cheques will incur an administrative fee of £35. 
  With all disconnection's, a £25.00 reinstatement fee will apply to reactivate the service(s) again.

  If client's account is in default and their account is sent to collections, client will be responsible for any collections fees that may apply. 

• Contract Length

  The minimum contract length for any of our Dedicated Server services is 12 months, for Network Access and Dedicated Server services, Client can change programs or services as many times with a £35.00 upgrade/downgrade fee and there may be a £150.00 upgrade/downgrade fee for Dedicated Server services.

• Cancellation

  HTL reserves the right to cancel service(s) at any time. All fees paid in advance of cancellation will be pro-rated and refunded by HTL to client if HTL initiates its right of cancellation andclient is NOT in violation of these Terms and Conditions. If cancellation is caused by clients and/or its client's breach of the Terms and Conditions, then client agrees that no refund is due. Client understands that service(s) can be cancelled at any time effective the end of the 6 month contract.

  Due to protection concerns, all account cancellations must be done in writing via UK mail or fax. Notifications of cancellation must include the company letterhead, account name, principal contact name with valid signature, last four digits of credit card number on file and reason for cancellation. Third party cancellations are not accepted.

  Upon termination, either by HTL Online Ltd or Client, for any reason, Client is responsible for deleting his/her host registrations from domain registrar(s) within 10 business days. Client further agrees to pay HTL Online Ltd all reasonable administrative costs if HTL Online Ltd must intervene in deregistering the hosts.

• Disclaimer

  • HTL is not responsible for any damages your business may suffer. 
  • HTL does not make implied or written warranties for any of our services. 
  • HTL denies any warranty or merchantability for a specific purpose.
  • This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by HTL. 
  • The Client will not use its network nor space provided by HTL to violate any law. In the event Client violates existing law, HTL shall have the right to terminate all service set forth in this Agreement. In the event HTL is informed by government authorities of inappropriate or illegal use of HTL facilities or other networks accessed through HTL, HTL may terminate client's service. 
  • HTL will cooperate fully with investigations of violation of systems or network security at other sites. 
  • HTL will cooperate with law enforcement authorities in the investigation of possible criminal violations. 
  • Clients who violate systems and/or network security, may incur in criminal or civil liability. 
  • HTL reserves the right to amend its policies at any time. You will be held responsible for the actions of your clients in the matter described on these Terms and Conditions. Therefore, it is in your best interest to implement a similar or stricter Terms and conditions or otherwise called Acceptable Terms of use policy. 

  If you have any questions concerning the above stated terms and conditions then please e-mail us at:  This e-mail address is being protected from spambots. You need JavaScript enabled to view it.

Back to top

HTL Terms and Conditions for Web Site Development

(For clients for whom we design websites, these terms take precedence over our General Terms)

• Definitions

  "Web Site Developer" shall means HTL Online Ltd.

  "Client" shall mean The client as names in the order.

  "Work Product" shall mean all HTML and/or ColdFusion files, graphics files, animation files, data files, technology, scripting and programming (in object code form), all documentation, and each and every deliverable developed by the Developer and delivered to the Client in accordance with the terms and conditions of this Agreement, excluding Client Properties.

  "Client Properties" shall mean all text, pictures, sound, graphics, video and other data supplied by Client to the Web Site Developer./p>

  "Developer Properties" shall mean the Work Product except for the Client Properties.

  "Bug" shall mean a proven, reproducible malfunction of the Work Product logic. 

• Statement of Work

  The Web Site Developer will provide the web site design, development, programming and other consulting services ("Services") to create the "Work Product" (as defined herein), all as set forth in the Statement of Work, agreed to by the parties.

• Work Product License

  The Web Site Developer grants to the Client and the Client accepts a non-exclusive, non-sub-licensable, perpetual, worldwide license to publicly perform, publicly display and digitally perform the Work Product on the Internet.

• Title

  The Client acknowledges that no title to the intellectual property in the Work Product is transferred to the Client. Title, ownership, rights, and intellectual property rights in and to the Work Product shall remain that of the Web Site Developer. The Work Product is protected by copyright and patent laws of the United Kingdom and international treaties.

• Web Site Developers Properties

  As between the Web Site Developer and Client, the Web Site Developer will at all times be and remain the sole and exclusive owner of the Developer Properties, defined herein as any property, in any format used in or made part of the Work Product which is not provided by the Client or a Third Party. Except as expressly authorized in this Agreement, the Client will not copy, modify, distribute or transfer (by any means), display, sublicense, rent, reverse engineer, decompile or disassemble the Developer Properties.

• Client’s Properties

  The Client will at all times be and remain the sole and exclusive owner of Client Properties.

• Third Party Properties

  Except as otherwise set forth herein, nothing shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third party software or products from one party to this Agreement to the other party.

• Warranties

  The Client represents and warrants that the Client Properties will not knowingly: (a) violate any law or regulation, including, without limitation, the laws and regulations governing export control; (b) be defamatory or trade libelous; (c) be pornographic or obscene; or (d) contain any viruses, Trojan horses, worms, time bombs or other computer programming devices which are intended to damage a user's system or data or prevent the user from using same.

  The Client further represents and warrants that (a) Client has all rights necessary for the production, distribution, exhibition and exploitation of the Client Properties as part of the Work Product consistent with the license granted in this Agreement; and (b) there is no outstanding contract, commitment or agreement to which Client is a party or legal impediment of any kind known to Client which conflicts this Agreement or might limit, restrict or impair the rights granted hereunder.

• Termination

  Both the Client and the Web Site Developer reserve the right to cancel the development of the Work Product at any time, providing that the requirements for the last completed Project Milestone as described in the Statement of Work was paid for in full by the Client, regardless of its level of completion.

• Governing Law and Severability

  This Agreement will be governed by and construed in accordance with UK law. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

Back to top

Terms and Conditions of Contract for Co-Located Services

(For clients with Colocation Services, these terms take precedence over our General Terms)

DEFINITIONS

HTLonline and HTL are trading names of HTL Online Ltd

Agreement shall mean this Service Agreement, Service Schedule and any other documents expressly incorporated herein.

Client shall mean the party entering into this Agreement.

Content: shall mean the audio, video, film, slides or other images or text (digital or otherwise) either provided to HTL by Client for HTL’s performance of the Services or transmitted through the Service Providers network.

Service Schedule shall mean the Service Schedule, which sets forth a description, and the cost, of specific Goods and/or Service to be performed, or provided, by HTL and its partners. Separate Service Schedules may be executed for different Goods and/or Service.

Goods: Any products, including hardware, firmware or software licenses sold, licensed or otherwise provided to Client.

Service: shall mean the services provided by HTL and its partners pursuant to this Agreement.

Service Provider: Shall mean the combination of HTL and its 3rd Party Partners who together provide the service. A list of HTL’s Partners is available on request.

1. TERM

   • This Agreement shall remain in effect until termination under Clause 10 Below

2. Order Submission, Credit Approval and Deposits

   • Client may from time to time submit to HTL orders containing requisite information on a Service Schedule or other approved form. HTL’s acceptance shall confirm the availability of the Goods and/or Service requested. Orders are subject to credit approval. Client shall provide HTL with information to demonstrate acceptable credit before delivery of Goods and/or Service under any Service Schedule. HTL may require Client to prepay or furnish a deposit as a condition of acceptance or continuation of an order.

3. Charges and Payment

   • 3.1 One time set-up fees shall be due upon executing a Service Schedule. Charges shall be due annually in advance and subsequent annual charges shall become due one month before the respective anniversary of the commencement Date or as specified in the Contract Service Schedule. Usage or consumption charges which shall be invoiced monthly in arrears.
   • 3.2  If any payment or part thereof which is properly due and owing is in arrears for more than thirty (30) days of invoice date then HTL shall be entitled to charge interest on a daily basis on the amount outstanding at the rate of 8% per annum above the base rate of HSBC Bank Plc from the date of the invoice until receipt of payment, without prejudice to any other rights of HTL.
   • 3.3  Prices for Goods and/or the Service are stated exclusive of VAT which shall be additionally payable by the Client and the Client shall pay any additional or substitute taxes or charges imposed by any competent authority from time to time. Unless otherwise agreed by the parties in writing, the charges for technical support and consultancy assume that such services will be performed between the hours of 9 am and 5-30 pm Monday to Friday inclusive (excluding public holidays). In the event that such services are performed outside these hours upon the Client’s request then such services shall be subject to additional charges in accordance with HTL’s standard charges from time to time. HTL may provide additional services, upon request and if appropriate resources are available at HTL’s standard rates from time to time.
   • 3.4  HTL shall be entitled to increase charges for the Goods and/or Service on each anniversary of the Commencement Date of this Agreement by the percentage increase in the Retail Price Index (All Items)(as published by the Department of Employment) (or any replacement index) in the previous twelve months.
   • 3.5  In the event of any change in applicable law or regulation that materially changes the cost of delivery of Service, HTL shall give the Client written notice thereof and the Client shall have thirty days to accept or tender notice of termination. Service provided after said thirty day period shall be at the increased rate, provided however, should the Client choose to terminate the effected Service, any such termination shall not trigger any otherwise applicable termination charge.
   • 3.6  All sums payable to HTL under this Agreement will be payable without any deduction or set off and HTL shall be entitled to obtain and enforce judgment thereon without any stay of execution pending the determination of any cross claim by the Client.
   • 3.7  HTL is not obliged to detect or report unauthorised or fraudulent use of Service. The Client shall be solely responsible for all charges incurred through or as a result of fraudulent or unauthorised use of the Service.

4. NO LEASE

   This Agreement is a services agreement and is not intended to and will not constitute a lease of any real or personal property. Client acknowledges and agrees that i) subject to the continuation of The Service Provider’s right to occupy the real property, it is hereby granted a limited license to occupy the Client server(s) and use any Service Providers facility and any equipment provided to Client in accordance with this Agreement, (ii) Client has not been granted any real property interest in any space within any Service Providers facility, and (iii) Client has no rights as a tenant or otherwise under any real property or landlord/tenant laws, regulations, or ordinances. In its sole discretion HTL may suspend the right of any Client representative or other person to visit any Service Provider facility.

5. Goods

   • 5.1  Title to Goods sold shall pass to Client upon full payment. As security for such payment, Client hereby grants to HTL a security interest in and to any such Goods and the proceeds thereof. Title to all other Goods, equipment and/or facilities furnished by the Service Provider, shall remain with HTL.
   • 5.2  Client shall notify HTL and the shipping company, in writing, within two (2) business days after delivery of any defective, non-conforming or damaged Goods. Failure to do so shall constitute acceptance of any such Goods and a waiver of any claim against HTL.
   • 5.4  Equipment provided or installed by the Service Provider for use in connection with the Service shall not be used for any purpose other than that for which Service Provider provided it. In the event that Client or a third party attempts to operate or maintain any Service Provider-owned equipment without first obtaining HTL's written approval, Client shall pay HTL, in addition to any other remedies to which HTL is entitled, for any damage incurred, repair and/or replacement (at HTL's option) necessitated and service charges relating to the maintenance or inspection of said equipment. HTL is not responsible for the installation, maintenance, compatibility, or performance of any equipment or software, except where said equipment or software is part of a HTL Techplan Service Agreement. If such equipment or software impairs the Service, Client remains liable for payment. If such equipment or software causes or is likely to cause hazard or service obstruction, Client shall, upon notice, remedy the situation. HTL may, at Client’s request and at HTL’s then-current rates, render consulting Service to remedy the difficulties caused by any of the foregoing.
   • 5.5 (i) HTL agrees to provide and Client agrees to purchase the Goods and/or Service set forth on the attached Service Schedule and (ii) in the event Client requests HTL to perform consulting or technical Service of a specialised nature, the details, deliverables, milestone dates, fees and other pertinent information relating to such performance will be set forth on a separate Sales Order. In such event, HTL shall provide said Service to Client using employees or subcontractors of HTL, in HTL’s sole discretion.

6. Client Obligations

   • 6.1 The Client shall be responsible for:
     • (i) payment of all charges applicable to the Goods and/or Service (including charges incurred as a result of fraud or unauthorised use of the Service);
     • (ii) the payment of all additional fees or charges arising from Client service requests and/or the Client’s usage of facilities, bandwidth and/or network capacity above and beyond the Client's entitlement;
     • (iii) if the Services are provided from the Client’s premises, providing the following: (a) the level of power, ventilation, heating and air conditioning necessary to maintain the proper environment at the Client’s premises for the provision of Service; (b) a safe, hazard free, place to work complying with all applicable Health and Safety Regulations; and (c) keeping The Service Providers's equipment free and clear of any liens or encumbrances.
     • (iv) Client will: (i) be solely responsible for all Content and any party’s reliance thereunder and (ii) allow The Service Provider to copy, display, distribute, download, transmit and otherwise use the Content to perform The Service Provider’s obligations hereunder;
     • (v) Client shall not and shall not permit others to rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any of the facilities or equipment installed by The Service Provider or its agents, except upon HTL’s written consent.
   • 6.2 Unless otherwise agreed, during the course of this Agreement, the Client shall have comprehensive general liability insurance covering public liability, employer’s liability, professional indemnity, personal injury or death and property damage insurance with a combined single limit of at least £2 million. The Client shall also maintain insurance covering Goods leased or owned by the Client against loss or physical damage whilst at The Service Provider’s premises. The Client shall, as and when requested, provide HTL with such evidence as it may require in relation to the Client’s insurance.
   • 6.3 Client warrants and represents that it has all necessary right, title and interest in the Content, and that it has obtained all consents, licenses, permissions and releases necessary to grant The Service Provider the right to distribute the Content.
   • 6.4 The Client shall comply at all times with all applicable laws and regulations including any relevant UK Data Protection legislation and with The Service Provider's Policies and Procedures as may be in effect from time to time.

7. Warranties

   • 7.1 HTL provides a limited warranty for its Goods and/or Service as more specifically set forth in this Agreement.
   • 7.2 Except for the limited warranty set forth herein, HTL excludes and the Client hereby waives all representations, conditions, terms and warranties, express, implied or collateral, (other than relating to title of goods and fraudulent misrepresentation) arising by operation of law or otherwise, including but not limited to implied warranties, terms or conditions of satisfactory quality or fitness for a particular purpose or conformity to description or sample of goods, except to the extent that such representations, conditions, terms or warranties may not be excluded by law.
   • 7.3 Due to the nature of the Internet, the service is provided on an “as is” and “as available” basis without warranties or conditions of any kind, express or implied. If the Client is dissatisfied with the Service or these terms and conditions, the Client’s sole remedy is to terminate this Agreement subject to the termination liability.
   • 7.4 The Service Provider does not warrant or undertake that the Service will cause the Goods to operate without fault, error or interruption.

8. Liability

   • 8.1 HTL does not exclude or limit its liability for death or personal injury arising from its negligence or that of its employees. 
   • 8.2 The liability of HTL for breach of contract, negligence or any other liability howsoever arising shall be limited to service credits due under any applicable SLA. The extension of such service credits or refunds shall be the sole remedy of the Client and the sole liability of HTL and shall be in full and final settlement of any costs, claims or demands of the Client.
   • 8.3 In no event shall HTL's liability exceed charges made by the Client to HTL over the preceding twelve (12) months including any liability for negligence for any event or series of events for the year in which such liability arises.
   • 8.4 Neither party shall be liable for any indirect, incidental, special, consequential, exemplary or punitive damages (including but not limited to damages for loss of data, loss of profits or loss of revenues) and regardless of whether such party has been informed of the possibility or likelihood of such damages.
   • 8.5 HTL shall have no obligation or liability for (i) any reconfiguration, modification, misuse or abuse of goods or Service by the Client and/or Content.

9. Suspension

   • 9.1 HTL may suspend access or any or all Service forthwith in the event that:
     A. (i) Client fails to comply with any provision of clauses 3, 6 or 11 of this Agreement or (ii) HTL is entitled to terminate this Agreement including (without limitation) by reason of a breach, fault or omission by Client hereunder; B. such suspension is: (i) for the purpose of carrying out scheduled or emergency maintenance (ii) to substitute, change, reconfigure, relocate or rearrange Service; or (iii) in accordance with an order, instruction or request of any government entity; or C. Client consumes Service in an amount that materially exceeds Client’s credit limit and Client, after demand, has not provided sufficient security for payment.
   • 9.2 Suspension shall not be a waiver of any right of termination. If Service has been suspended other than for Client’s breach, Service shall be restored as soon as reasonably possible and the applicable Service charges shall be ratably abated. If Service has been suspended for any other reason and Client requests that Service be restored, HTL may restore Service after satisfaction of conditions and imposition of charges as HTL reasonably requires.

10. Termination

    • 10.1 HTL may terminate this Agreement: (i) without notice upon Client’s failure to pay amounts when due, after five (5) days written notice and failure to remedy; (ii) for breach of a material provision of this Agreement, after fourteen (14) days written notice and failure to remedy; (iii) if HTL is unable to provide Service hereunder due to Client’s acts or omissions: (iv) upon any regulatory decision or governmental order requiring HTL to suspend Service(s) or which is reasonably likely to result in the loss of HTL’s operating authority, upon reasonable notice; or (v) if the Client commits an act of bankruptcy or goes or is put into liquidation (other than solely for solvent amalgamation or reconstruction) or has a receiver appointed over all or any part of its business or assets or if an administration order is made in respect of. Any termination hereunder, except under clause
    • 10.1(iv), shall subject Client to applicable termination and other accrued charges.
    • 10.2 Either party may terminate this Agreement upon thirty (30) days notice provided all amounts due HTL shall have been paid. 
    • 10.3. If Service is terminated before the end of the Term, Client will pay an early termination charge of seventy-five percent (75%) of its recurring charges for the remainder of the Term, except if: (i) Client terminates as a result of HTL’s material breach, or (ii) HTL terminates other than by reason of Client’s breach. In the event that Client fails to pay HTL all amounts owed under an Service Schedule in a timely manner, Client agrees that without notice, HTL may, without liability, take possession of any Client equipment and store it, at Client’s expense, until taken in full or partial satisfaction of any lien or judgment; or liquidate the property in a commercially reasonable manner, upon notice and apply the proceeds to any amounts due under this Agreement.

11. Software

    • 11.1 If and to the extent computer software provided by HTL or its licensors is required for the use of a Service ordered by Client hereunder (“Licensed Software”), HTL shall grant or obtain for Client a nonexclusive, nontransferable, limited license to use such Licensed Software, in object code format only, and solely to the extent required to use the Service. If HTL is the licensor, Client shall in no event be entitled to claim title to or any ownership interest in any Licensed Software (or any derivations or improvements thereto), and Client shall execute any documentation reasonably required to memorialize HTL’s existing and continued ownership of Licensed Software. If a third party is the licensor, Client’s entitlement shall be limited solely to the license offered by said party. 
    • 11.2 Client shall not copy, reverse engineer, decompile, disassemble, sell, lease, license or sublicense the Software; or create, write or develop any derivative software or other software program, based on the Software unless permitted by law (in which case the Client shall notify HTL forthwith in writing).

12. Condition Precedent

    The Client acknowledges and agrees that HTL’s obligation to perform under this Agreement and any exhibits maybe conditional upon the construction and/or retention of operational facilities. Facilities availability increase on an ongoing basis. If the foregoing conditions are not satisfied on the applicable effective date, the parties obligations under this Agreement and any Exhibits and the payment of monthly fees shall be suspended until such conditions are satisfied.

13. Miscellaneous

    • 13.1 Force Majeure. Except with respect to accrued payment obligations, neither party shall be liable for any failure of performance due to causes beyond such party’s reasonable control, including, but not limited to: acts of God, fire, flood or other catastrophes; any law, order, regulation, or governmental action, national emergencies, insurrections, riots or wars; unavailability of rights-of-way; or strikes or other labour difficulties not involving the Service Provider, provided however, the affected party shall use commercially reasonable efforts to eliminate such event.
    • 13.2 No Competitive Service. Client may not at any time, without HTL’s prior written consent, permit any Service Provider facility to be utilised for the resale of Internet access or managed services to HTL clients.
    • 13.3 Non-Solicitation. Neither party shall knowingly solicit for employment, offer employment to or employ the other party's employees during and for a maximum period permitted by law following termination of this Agreement. In the event of a breach of this provision the parties agree that appropriate liquidated damages shall be payment by the breaching party of one hundred (100%) percent of the new annual compensation of the employed individual.
    • 13.4 Assignment or Transfer. Neither party may transfer or assign this Agreement, or any of its rights or obligations hereunder without the other’s prior written consent, which will not be unreasonably withheld. Each party shall remain liable for nonpayment by its respective assignee or transferee. Notwithstanding the foregoing, HTL may assign or transfer this Agreement without notice to a HTL partner.
    • 13.5 Notice. Notice shall be in writing to the address set forth hereinabove and properly given: (i) immediately, if delivered in person, via facsimile, or electronic mail; (ii) after one (1) day, if sent by overnight courier; or (iii) after three (3) days, when sent by first class post.
    • 13.6 Marketing. Client agrees that HTL may refer to Client and may briefly describe Client’s business in HTL’s marketing materials and on the HTL website. Client hereby grants HTL a limited license to use any Client trade names and trademarks only for this purpose.
    • 13.7 Indemnification by Client. Client shall indemnify, defend and hold harmless HTL, its officers, employees, subcontractors, representatives, landlords and/or mortgages from claims, loss, damage, expense (including reasonable attorney's fees and court costs), liability (including liability for infringement of a third party’s intellectual property rights), personal injury, death or property damage caused by or arising from: A. the content of any communication transmitted via the Service or maintained in connection with any Goods provided hereunder; B. the acts or omissions of Client or a third party, including their respective employees or representatives, in connection with the Goods or Service provided hereunder.
    • 13.8 Relationship of Parties. The parties are independent contractors and this Agreement does not establish any partnership, joint venture, employment, franchise or agency relationship between them. 
    • 13.9 Severability. Should any provision of this Agreement be held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity and maintain the parties’ original intent.
    • 13.10 No Waiver. Failure to enforce any provision of this Agreement shall not be construed as a waiver. The parties’ rights shall be deemed cumulative, such that the exercise of one shall not preclude the exercise of others.
    • 13.11 Third Party Beneficiaries. The parties do not intend any provision of this Agreement to be enforceable by or for the benefit any third party.
    • 13.12 Intellectual Property Rights. HTL shall remain the sole owner of and retain all right, title and interest in any Service, technical information and/or intellectual property rights (“IPR”) provided to Client hereunder, including, without limitation, all trademark, trade names, service marks, copyrights, computer programs, general utility programs, software, methodology, databases, specifications, systems designs, applications, enhancements, documentation, manuals, know-how, formulas, hardware, audio/visual equipment, tools, libraries, discoveries, inventions, techniques, writings, designs and other IPR either used or developed by HTL or its agents in connection with the provision of Service hereunder (“HTL Technology”). Any HTL Technology will not be work for hire. In return for payment of all fees and charges, HTL grants to Client a royalty free, non-exclusive, non-transferable, non-assignable license to use any IPR provided with Service hereunder. HTL shall be free to provide similar IPR to other parties and shall retain the right to unrestricted use of any data, any and all related concepts, know-how, techniques or IPR either acquired or developed as a result of this Agreement.
    • 13.13 Supplemental Terms. The terms contained in any Service Schedule, SLA, Sales Order and Techplan or other related documents are intended to supplement this Agreement’s terms.
    • 13.14 Headings. The titles and headings of the sections and subsections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of this Agreement’s provisions.
    • 13.15 Survival. The following sections of this Agreement shall survive termination: clauses 3, 5, 7, 8, 10.3 and 13.
    • 13.16 Governing Law. This Agreement shall be governed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
    • 13.17 Entire Agreement. This Agreement and any Service Schedule, SLA, SOW or other related documents executed hereunder, constitute the parties’ entire understanding and supersede any oral representations, understandings and offers related to the subject matter hereof. This Agreement can be modified in writing by both parties.

Back to top

Additional HTL Terms and Conditions for Online Backup

(For clients with Colocation Services, these terms take precedence over our General Terms)

Software: Attix 5 or Asigra

The “Services" means the service whereby the Client will be offered the use of the Software to securely backup and retrieve their data on-line via any tcp/ip connection to the Online Backup storage platform, where such backed up data will be stored. The Online Backup storage platform is hosted in a secure environment.

The Client can then select and schedule their backup set. The Client can restore their data whilst online. After the initial backup, incremental backups are done for a two calendar month period. At the end of that period, the oldest month is consolidated into a single backup volume, with the last version of all files selected at the end of that month, until a further month has elapsed, when the cycle is repeated. Clients of the service are able to access specific backups up to the month end consolidation allowing restores to be effected from any point within the cyclic one to three month window.

The volume of data held on the Storage Platform, including all the daily changes and the month end consolidation is, on average, equivalent to the Allocated Limit of Data Storage (as shown within the Limit Column of the Monitor Console). Should the volume of data, for any one account, stored on the Storage Platform exceed the Allocated Limit of Data Storage set for that account by more than 20%, then HTL reserves the right to suspend that account or to charge for the quantity of data that exceeds the Allocated Limit of Data Storage set for that account.

IMPORTANT: The Client will be provided with the client application. The Client will then be required to provide name, password and encryption key. This encryption key will not be stored by the system. Accordingly, if the Client loses this information, the data cannot be recovered.

1. Introduction

   This Service Level Agreement (SLA) forms part of the HTL online service agreement (HTLOSA) between HTL and the client and is subject to all terms of that agreement. The scope of this SLA is the delivery of HTL Online Backup (as further defined as the SLA relating to the software defined below) only when the server platform and hosting thereof is managed by HTL. In addition, unless inconsistent with the context, the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:

   "HTL"	HTL Online Ltd.
   "Queries"	All reports of software or service faults, queries, requests for service or any other enquiries from Client and Client Clients in relation to the software and its operation.
   "Business Day"	Any day within the year, excluding weekends (Saturday, Sunday) and public holidays.
   "HTL Online Backup"	The backup service for Servers, Desktops and Laptops.
   "terms of that agreement"	Software: Attix5 Backup Professional Server Edition (SE) Attix5 Backup Professional Desktop & Laptop (D&L) Attix5 Storage Platform (SP) Attix5 Monitor and Deploy Associated Plugins

2. Service Level Provision

   2.1 Service Level Targets

   HTL will use all reasonable efforts to ensure that the HTL Online Backup is available as detailed in the table below:

   Minimum HTL Online Backup availability per month

   99%*

   The HTL Online Backup service will be deemed unavailable if it cannot be reached from the Hosting Centre Infrastructure (*excludes down time for operating systems patches and updates).

   The HTL Online Backup service shall not be deemed unavailable (without limitation) in the event of any of the following:

   1. Failure of the Client connection to the HTL Hosting Centre Infrastructure (e.g. via the public internet or Client’s own network);
   2. Malfunction of Client’s or Client’s own computing systems upon which the backup agent is installed (including hardware, operating system or local software), including non availability due to configuration issues;
   3. Malfunction of Attix5 or Asigra Backup Agent (HTL would commit to resolve issues as outlined in section 4);
   4. Malfunction of service due either to incorrect installation or configuration of the Backup Agent, or use of the software on platforms not qualified by Attix5.

   HTL will use all reasonable efforts to ensure that a failure of either the main, or mirror site, is recovered as detailed in the table below:

   Recovery time to re-establish full functionality and capacity at either the main or mirror site in the event of failure

   3 Business Days

   2.2 Service Level Credits

   If HTL fails to achieve the Service Level Targets specified for the HTL Online Backup Service above, and if Client requests HTL to do so within five (5) Business Days after the target is not met, HTL will issue to the Client credit rebates detailed in the table below:

   Performance against target service levels will be reviewed and agreed on a quarterly basis by HTL and Client account management.

   HTL Online Backup -Service availability in a given Month	Rebate (% of monthly recurring charge)
   Less than 99% and greater than or equal to 98.0%	25
   Less than 98.0% and greater than or equal to 95.0%	50
   Less than 95.0%	75

   The monthly recurring charges used to calculate the HTL Online Backup Service credits will be the total monthly recurring charges (MRCs) relating to for the affected HTL Online Backup Service.

   The credits will be paid as discounts to the MRCs for the month following HTL’s approval of the Client’s credit request.

3. Service Level Provision

   3.1. The Attix5 and Asigra system will send error reports to the person responsible for this service, if further action is needed a service request will need to be lodged with HTL. We recommend you use our proactive warning service which needs to be ordered separately.

   3.2 All service requests are to be sent via email to HTL at  This e-mail address is being protected from spambots. You need JavaScript enabled to view it.  .

4. Attix5 and Asigra AGENT SOFTWARE BUG FIXES AND PATCH UPGRADES

   4.1 Attix5 and Asigra Agent Software Bugs Fixes
   In the event that a Client identifies, or suspects, a bug or non conformance in the Attix5 and Asigra Backup Agent Software, this is to be reported to HTL via email.

   HTL will work with the Client to confirm that non availability of the service is due to a bug or non conformance. HTL will use all best endeavours to rectify any bug or non conformance of the software and provide an upgrade/patched version of the software within a reasonable time period.

   In the event that the existence of a bug within the Attix5 and Asigra Agent is confirmed then HTL will notify the Client’s technical contacts by e-mail within 48 hours stating the nature of the bug, or non conformance, platforms affected, any actions which should be taken by the Client, and estimated time to rectify the bug or non conformance.

5. Provision of Services

   HTL’s obligations, in terms of the agreement and the Service Level Agreement, to resolve queries, shall be performed remotely via the Internet.

6. Force Majeure

   If HTL is prevented from carrying out any of its service level undertakings as a result of an act of God, strikes, fire, riot, war (whether declared or not), embargoes, export control, international restrictions, shortage of transport facilities, any order of any international authority, any court order, any requirements of any authority or other competent local authority, or any other circumstances whatsoever which are not within the reasonable control of HTL, then HTL will be deemed to have been relieved of the performance of these service level under takings to the extent that and for so long as it is so prevented from performing, this agreement will be deemed to have been suspended to such extent and for the period concerned. HTL shall in addition, not be liable for any loss, liability, damages (whether direct, indirect or consequential) or expense of whatsoever nature that howsoever arising where HTL’s failure to meet the service level or otherwise perform any of the services.

   TERMS AND CONDITIONS

   • PRIVATE DEFINITIONS
     "HTL” “we” “us” means HTL Online Ltd Ltd. “you” means the Client who is the subject of the HTL Services Agreement (“TSA”). “the Software” means all or any computer programs sold or leased by HTL to you, whether such programs are produced by HTL, or are sold or leased as distributor or agent of a third party whether by licence or through the public domain. “The Internet” means the worldwide collection of equipment and systems that include but is not restricted to access to items of service (“the Internet Service”). “The Services” means the HTL Online Backup Managed Solution as outlined in the Description of Services above and specified in the TSA.

   • HTL OBLIGATIONS
     When the Services are operational, and connected to the Internet Service, we shall make all reasonable efforts to ensure that the Services are maintained and are fully available to you 24 hours x 365 days per year. Notwithstanding the foregoing, in the event that in any calendar month following commencement of the Services, we are unable to provide 99% connectivity to the Internet (calculated on a 24 hour basis) (hereinafter “the Failure”) you shall be entitled to Service Credits as per the HTL Online Backup Service Level Agreement .

   • PAYMENT
     Save as appears below, the charges set out on the TSA are non-refundable and for a minimum period of twelve (12) months from the date of your signature to the TSA. Thereafter the charges may be reviewed on an annual basis. You must pay in advance either quarterly or annually as specified in the TSA. Unless otherwise stated, all charges are exclusive of VAT. Where any payment from you remains due and unpaid we will be entitled to charge interest at 4% above HSBC Bank plc base rate for the time being accrued daily. You may not withhold payment for the Services by reason of any outstanding claim under this or any other agreement with us.

     All payments are non-refundable and non-returnable. You agree to pay us on presentation of our invoice. Any delay in payment will entitle us at our sole election to suspend the service and/or to apply liquidated damages. Save as allowed by law, payment due for services provided shall not be withheld on grounds that any claim is outstanding.

   • RESTRICTION OF LIABILITY
     You hereby confirm that you have not relied upon any representation made by us or on our behalf which has induced you to enter into this agreement except as is provided herein. If we delay or fail to perform our obligations under this agreement our maximum liability is limited to the amount already paid by you under this agreement for the Services (excluding VAT or other tax and the cost of any equipment provided under this agreement and which shall be owned or controlled by you). Subject to this we shall not be liable to you for any claims loss damage (including consequential loss or damage) of whatsoever nature and howsoever caused except as is provided by statute. Except for the terms of this agreement (or required by law) no other conditions warranties terms representations and undertakings apply. If we are prevented from providing the Services for any reason beyond our reasonable control, we may suspend or delay delivery of the Services and shall not be held responsible or liable to you for our inability to deliver them. We cannot guarantee the proper delivery of any e: mail message or other data item once it has left the confines of our network, and similarly we cannot guarantee that data traffic will be delivered or that its contents will be held secure once it passes from our control.

   • UNLAWFUL USE OF THE SERVICE
     You warrant and undertake that neither you nor any person authorised by you will knowingly publish or transmit over the Internet nor store on the HTL Online Backup Storage Platform any material that is obscene, threatening, defamatory or likely to cause offence or which in any way infringes the intellectual property rights of another party. You hereby agree to indemnify and hold us harmless from any and all demands losses claims proceedings damages costs and expenses including legal fees arising out of any claim against us in relation to such materials.

   • DURATION
     This Agreement shall commence on the Services Commencement Date and shall, subject to the other provisions hereof, continue for a minimum period of twelve (12) months ("initial period"), whereafter it shall be automatically renewed for a further twelve (12) months unless notice of termination in writing is given by either you or us not less than ninety (90) days prior to the end of any twelve (12) month period.

   • TERMINATION
     We reserve the right to terminate this Agreement at any time if you become the subject of a receivership winding up administration or bankruptcy order (or a petition is presented in respect of any of these) or if it otherwise appears to us that you are insolvent and unable to pay your debts as they fall due. We shall also be entitled to terminate this Agreement in the event that you commit a material breach of this Agreement and fail to remedy the same within 30 days of receipt of written notice from us. Any termination shall be without prejudice to our other rights or to your liability for amounts payable under this agreement.

   • GENERAL
     This agreement contains all the terms agreed between us and supersedes any previous communications representations or agreement by either of us including any terms and conditions on your order. No modification of this agreement will be accepted unless made in writing and signed by one of HTL’s Directors. Until we acknowledge acceptance of the deposit/advance payments requested in the TSA we will not be bound by the TSA. Our acceptance will form a contract subject only to these Terms and Conditions.

     We may assign our rights and obligations under this agreement. You may only assign your rights without further payment only with our written consent (not to be unreasonably withheld) where the assignment is to a parent affiliate or subsidiary corporation purchasing all or substantially all your assets or where you merge with another corporate entity or partnership providing in each case the proposed assignee is not in our reasonable opinion a competitor.

     The waiver by either party of any breach of these Terms and Conditions will not prevent the subsequent enforcement thereof and shall not be deemed a waiver of any subsequent breach. If any part of this agreement is adjudged by a court of competent jurisdiction to be invalid such judgment shall not affect the remainder of this agreement which shall remain in full force and effect. Notices may be given by facsimile, first class mail or by delivery to the address shown on the TSA or any other address specifically in writing for the purpose of the TSA. English Law shall govern this agreement and the forum for settling any dispute shall be the English Court.

Back to top

HTL Acceptable Use Policy

(to be read in conjunction with HTL’s Terms and Conditions)

“HTL” means HTL Online Ltd

• Introduction

  We have created this Acceptable Use Policy (AUP) to protect our resources, and the resources of our customers and peering networks in order to provide a high speed network, high availability services and to ensure that as an ISP, we comply with all relevant UK laws. This AUP must be read in conjunction with our Terms and Conditions.

  It is the responsibility of all HTL clients to ensure that they comply with the latest edition of the AUP at any given time.

  This AUP may be revised, without notice, at any time, at the sole discretion of HTL. Completion of the relevant application form, or connection to the service for the first time, is deemed to be an agreement to our Terms and Conditions and this AUP. In the event of a breach of this policy, HTL reserve the right to terminate all or part of any service with immediate effect, without recompense and delete any files held on our servers. If you have any questions about any of our policies, please contact This e-mail address is being protected from spambots. You need JavaScript enabled to view it. .

• Compliance with UK Law

  It is an offence under UK law to transmit, receive or store certain types of files. You may not use our services to engage in activities, or store, transfer to receive material of an indecent, offensive or otherwise illegal nature. Any such activities may result in prosecution by the UK authorities under the relevant Criminal Acts including but not limited to the Computer Misuse Act 1990, the Telecommunications Act 1984, the Protection of Children Act 1978, the Criminal Justice Act 1988 and the Prevention of Harassment Act 1997.

  It is also a criminal offence under UK law to knowingly infringe intellectual property rights, such as copyright, patents, database rights and registered trade marks. You are reminded that sharing copyright material through the use of peer to peer software may consequently constitute a criminal offence if done without permission of the right owner in question. HTL will cooperate with any agency or rights holder wishing to assert their rights in these matters and HTL reserve the right to withdraw service under such circumstances.

  The Data Protection Act 1998 imposes numerous duties on users who process personal data relating to third parties. Failure to comply with many of these duties constitutes a criminal offence. Users who are not merely processing personal data for domestic (including recreational) reasons are reminded of their likely duty to register with the Information Commissioner. Under the Electronic Commerce (EC Directive) Regulations 2002, we, as an ISP, are in general not liable to any criminal or pecuniary penalty for any unlawful acts carried out using our service unless we have actual knowledge of those unlawful acts. Accordingly if we become aware of credible evidence that you have carried out any unlawful acts we will take preventative measures to bring those acts to an end.

• Compliance with foreign law

  The Internet is global in reach. Consequently it is possible for you to break the laws of foreign countries notwithstanding that you are based in the UK. You must take all reasonable steps to avoid breaching relevant foreign laws.

• Warranties and Disclaimers

  Our service warranties and the extent of our liability are explained fully in our Terms and Conditions. By connecting to the HTL network, you agree to hold HTL harmless in the event of any legal claim regarding our services.

• Security and privacy

  Login names and passwords must be kept secret and not be communicated to any third party. HTL must be notified immediately if they are compromised. Please keep a note of your passwords. If you forget or lose any password, you will need to contact support to have it changed. HTL will not guarantee the security or confidentiality of any data transmitted over our network. Where security or confidentiality is required, the customer must provide their own end-to-end security mechanism.

• Internet access (dial-up/ADSL/leased-line)

  Standard dialup accounts are for a single user only. Users may only have one dial up connection per account at any one time. You may not transfer or give out your connection details for others to use. You are responsible for all traffic that is sent from your connection. It is therefore your responsibility to ensure that all software on your side of the connection is virus-free and up-to-date with all relevant security patches. In particular, server software running on public-facing ports, such as mail servers and proxy servers, must not be remotely exploitable.

  If we find malicious traffic emanating from your connection, we have an obligation to our other customers and peering networks to take urgent measures to block that traffic. In many cases, this can be achieved by selective port blocking, but in other cases,this will involve disconnecting and suspending the account until the issue has been resolved. We understand that in many cases, you may not be responsible for or aware of the problem, we will work with you to resolve the issue as efficiently as possible to restore normal service.

• Messaging services

  Messaging services covers any transaction involving software that transmits messages from one user to another, such as email, IRC, instant messaging or Usenet. Users may not abuse, or make physical threats against, another person via any type of messaging service, or any other electronic media/service we provide.

  Users must abide by the policies of any messaging or IRC networks they use. We will co-operate with the administrators of such networks to identify abusive users and restrict their access. Users are reminded that harassment, threatening or slanderous behaviour is prosecutable under UK law. Users may not forge the sender address of any messages to appear to be from someone they are not. e-mail Users may not use our services to send unsolicited commercial e-mail (UCE, also known as 'Spam'). HTL will block the mail services of any customer found to be sending such mail. Users may not have “open mail relays”. HTL will close the relay or connection of any customer found with an open mail relay. Opt-in mailing lists are allowed, where it can be proved that subscribers did opt-in and that a suitable opt-out mechanism is available.

  HTL reserve the right to remove any mail older than 60 days from the server. It is the customer's responsibility to ensure that mail is regularly collected and removed from HTL's POP3 servers. HTL h3ly advise against the use of the POP3 option to keep mail on the server. If a POP3 mailbox contains an excessive amount of mail, HTL reserve the right to remove older mails from the mailbox to reduce its size. 1/09/04/RI HTL Acceptable Use Policy – Legal Document

• Usenet (News)

  Users may not "spam" or flood the Usenet with a single post to a large number of newsgroups which are not related to the topic of your article. When using newsgroups, subscribers must comply with the globally accepted Usenet Acceptable use policy. A good place to refer to is Usenet.org.HTL reserve the right to cancel any message posted to a news group if it is deemed to be of an unsuitable nature.

• Web Hosting

  By uploading to a HTL web server, the customer will be deemed to have accepted and agreed to the relevant Terms and Conditions of use. You will be responsible for the content of your site, including obtaining the legal permission for any works they include and ensuring that the contents of these pages do not violate UK law. HTL reserve the right, without notice or explanation, to remove material which does not comply with this AUP or our Terms and Conditions, such as material of an adult nature or pirated software.

  HTL reserve the right to suspend any or all of a site, if it is deemed to be causing excessive load or traffic, is adversely affecting the performance of other sites on the server, or is being abused by an external entity. It is the customer's responsibility to ensure that their scripts are not vulnerable to these problems. The customer agrees not to advertise their Website via unsolicited commercial e-mail. HTL reserve the right to suspend a site which has been 'spamvertised' at any time. HTL do not set hard quotas (a quota is the amount of Web space you have allocated) on commercial Web space. If you go over quota, your Website will continue to work, but you will be notified. It is your responsibility to ensure your quota exceeds your usage at all times. You may upgrade your quota at any time by contacting your account manager. If a site is excessively over quota, HTL reserve the right to suspend the site.

  Subscribers will be held solely responsible for any defamatory, confidential, secret or other proprietary material made available via your site. HTL reserve the right to suspend any sites containing such material. You must be careful when using peer to peer networking software to ensure that you do not download or transfer material which you do not have the right to download or transfer Login names and passwords must be kept secret and not communicated to any third party, except for agencies, such as Webpage designers, working on your behalf. HTL must be notified immediately if they are compromised. If someone were to gain access to your account password, they could tamper with files held on your site.

  Technical Support will only be provided for uploading, downloading and viewing pages. No support will be provided for HTML authoring or page design. The customer is ultimately responsible for ensuring that their site is suitably backed-up. HTL takes backups of the commercial servers for disaster recovery purposes only. If the account is suspended for any reason, such as non-payment, access to the site, both for viewing and uploading, may also be suspended.

  On closing an account, the relevant data on this Web space will be deleted.

• Attempted security breaches

  Any attempt to breach the security of any machine is forbidden. Attempting to do so will result in immediate account termination and possible further legal action. Users may not run any program that monitors network packet data or any program that compromises the privacy of network traffic. It should be noted that attempting to breach security may lead to prosecution under the Computer Misuse Act 1990 or any other relevant criminal legislation. Attempts to circumvent copy protection technology and encryption are also likely to be illegal under the Copyright Designs and Patents Act 1988 (as amended).

• Non-Specific

  Users may not mount an attack, by whatever means, against our system, or any other systems. Users may not run unauthorised mailing lists from, or through any of our machines, or mail servers. Any IP addresses assigned to customers are owned by HTL. When using quota-based service, it is your responsibility to remain within your usage quota. HTL reserve the right to delete files for over-quota users if disk space is affecting the normal running of the server.

• Technical Support

  Technical Support exists for the benefit of HTL customers, providing support for questions relating directly to our services.

  Technical support is here to provide the best service possible to our customers, but can, at times, be stretched by having to answer unnecessary calls. When contacting Technical Support, please ensure that you have all relevant details to hand, including details of any specific error messages encountered. Please help us to help you.

Back to top

Reseller Purchase and Resell ("Agreement")

(For resellers of Postini Anti Spam solution these terms take precedence over our General Terms)

This Services Contract, which includes the Exhibits included hereto and the Services Quotation, (the “Contract”), is made between HTL Online Ltd (“HTL Online”) a company incorporated under the laws of England and Wales with registered number 06765598 whose principle place of business is 40 Beaufort Court, Admirals Way, London, E14 9XL (“Provider”) and Customer as defined in 1. of the Reseller Agreement ("Customer").Headings are for convenience only and shall be ignored in interpreting this Contract.

1. Services

   HTL Online will provide, or will procure the provision of, the services specified in the Services Quotation, as more fully described in the Services Description attached to this Contract as Exhibit A (the “Services”), to Customer. Within three (3) business days of the date on which this Contract is signed by both parties, HTL Online will send, or procure the sending of, an email to Customer that will specify the process for activating Customer’s account and will provide access to the Services by issuing to Customer an activation key (“Provisioning”). Customer acknowledges that the Services may be modified by HTL Online and/or its licensors or suppliers, which modification will be provided to Customer at no additional cost and with the objective of providing Customer with equal or enhanced Services.

2. Fees and Billing

   The Customer shall pay the full amount invoiced to it by within fourteen (14) days of the date of the invoice, free and clear of all bank deductions, and without any reduction for any and all taxes. HTL Online reserves the right to charge and Customer agrees to pay interest compounded daily at the annual rate of 5% over the prevailing base lending rate from time to time of HTL Online’s principal bankers and/or terminate the Service due to late payment.

   • 2.1 This Contract includes a trial period (the “Trial Period”). The Trial Period shall commence on the earlier of (i) completion of the activation process or (ii) the fourteenth (14th) day following Provisioning (the “Trial Start Date”). The Trial Period shall end no later than the fourteenth (14th) day after the Trial Start Date. Customer may terminate this Contract with or without cause at any time during the Trial Period by providing HTL Online a written termination notice delivered in accordance with Section 18, “Notices”. If HTL Online receives a written termination notice from Customer before the last day of the Trial Period, (i) the parties agree that this Contract shall terminate as of the effective date of termination set forth in such notice, but in no event later than the last day of the Trial Period, and (ii) HTL Online agrees to waive all right to fees under this Contract. If HTL Online does not receive a written termination notice from Customer before the last day of the Trial Period, this Contract shall continue in full force and effect. Customer shall be obligated to pay all fees in accordance with Section 2 beginning on the Service Start Date.
   • 2.2 Commencing upon the Service Start Date, HTL Online shall invoice Customer as follows:
     (a) HTL Online shall invoice Customer such one-time fees as are set forth in the Agreement under the heading Setup fee (one off initial cost);
     (b) HTL Online shall invoice Customer annually in advance a fee equal to the Total Cost (annual recurring) set forth in the Reseller Agreement.
   • 2.3 Payment Terms are due in advance unless in the case of monthly additional charges which are due on receipt of invoice. If HTL Online has not received payment within 10 days after the due date, HTL Online reserves the right to charge and Customer agrees to pay interest on such sum at the monthly rate of 1.5% per month on a daily pro-rata basis from the date when the payment became overdue until the date on which payment is received together with any interest which has accrued. HTL Online reserves the right to suspend the Services (of which it shall provide advance notice, which may be by email) until Customer pays all past due amounts payable under this Contract. Customer shall reimburse HTL Online for the reasonable costs of collection of unpaid past due amounts. Customer will be responsible for any taxes (including VAT), duties, fees or surcharges that are imposed or authorized by regulatory and governmental entities in respect of the provision of the Services hereunder, and shall pay to HTL Online or reimburse HTL Online for such amounts as are paid by HTL Online in respect of the same. All Fees and remittances will be in Pounds Sterling.

3. Term

   The initial terms of this contract shall be twelve (12) calendar months (“Minimum Period”) (the “Term”) from the Effective Date. Either Party may terminate this agreement at any time during Trial Period or, after the Trial Period, by giving 3 months written notice. Termination after the Trial Period may not occur before the expiry of the Minimum Period the Trial Period. At the end of the initial Term, this Contract shall be renewed automatically for consecutive renewal Terms of twelve (12) months, unless terminated by the either party by providing the other party written notice at least one (1) month prior to the end of the applicable Term, delivered in accordance with Section 18, “Notices”. HTL Online may revise its rates (including, but not limited to, the fee per Mailbox/Unit) with forty (30) days prior written notice to Customer, and such new rates will be effective for the following Term.

4. Termination

   • 4.1 Either party may terminate this Contract for cause upon written notice if the other party fails to cure any material breach of this Contract within thirty (30) days after receiving written notice of such breach; provided however that the period to cure a breach with respect to payment shall be ten (10) days.

5. Customer Obligations

   During the term of this Contract, Customer shall have the following obligations, in addition to those set forth elsewhere in this Contract.

   • 5.1 Customer is and will remain solely responsible for complying with all applicable laws, rules and regulations regarding the management and administration of its email system and its use or receipt of the benefit of the Services, including, but not limited to, by complying with all applicable data protection and privacy laws, rules and HTL Online Information Systems Full Terms and Conditions regulations, obtaining all requisite consents and/or acknowledgements from, and providing information to, all individuals in connection with the same. Customer acknowledges and agrees that HTL Online’s responsibilities and liability do not extend to the internal management of Customer’s email system and that HTL Online is merely a dataprocessor and does not control and is not responsible for the management or administration of Customer’s email or other systems and/or its data.
   • 5.2 Customer agrees that it shall not resell the Services or create or offer derivative versions of the Services either directly or through a third party.
   • 5.3 For each mailbox for which Customer will be routing email through the Services, Customer shall establish an email account in the “Postini Message Center”. Customer shall not allow more than five (5) alternative addresses/aliases for each email account established in the Postini Message Center.
   • 5.4 If customer fails to comply with the obligations set forth in section 5.2 and/or section 5.3, HTL Online shall notify Customer thereof and reserves the right to suspend the Services until such failure is remedied. Notwithstanding the foregoing, the failure of Customer to comply with the obligations set forth in this Section 5 is a material breach of this Contract.
   • 5.5 In consideration of HTL Online's licensors or suppliers supplying the Service to the Customer, the Customer shall pay HTL Online charges from time to time in accordance with Section 2 above.

6. Warranties

   • 6.1 HTL Online warrants that the Services will conform to the description of the Services set forth in the Services Description in Exhibit A attached hereto. In the event of a breach of the foregoing warranty, HTL Online will, at its expense, make all reasonable endeavors to cause the Services to conform to such description.
   • 6.2 HTL Online warrants that the Services will meet the requirements set forth in the Service Level Agreement attached to this Contract as Exhibit B (the “SLA”). In the event of a breach of the foregoing warranty, as Customer’s sole and exclusive remedy, HTL Online will provide the remedy set forth in the SLA.
   • 6.3 Except as expressly provided in this Section 6, the warranties, terms and conditions stated in this Contract are in lieu of all other warranties, terms, conditions or representations concerning the subject matter of this Contract which might but for this Section 6 have effect between HTL Online and the Customer or would otherwise be implied or incorporated into this Contract or any collateral contract whether by statute, common law or otherwise, all of which are hereby excluded (including, without limitation, the implied conditions, warranties or terms as to satisfactory quality, fitness for purposes or as to the use of reasonable skill and care). Customer understands and acknowledges that HTL Online cannot guarantee that all spam and all viruses will be eliminated and that legitimate email will not be occasionally quarantined as spam, and that the above warranties do not include any such promises. Further, “Disaster Recovery” services are provided only up to the spooling level selected by the Customer, and if such spooling level is exceeded, messages may bounce back to the sender.

7. Ownership

   HTL Online’s licensors and/or suppliers own all worldwide right, title and interest in and to the Services, including all intellectual property rights therein. Nothing in this Agreement or otherwise will be deemed to grant to Customer any right, title or interest in or to the same, in whole or in part.

8. Confidentiality

   • 8.1 “Confidential Information” means information belonging to or in relation to either party, its (or their) business, affairs, activities, products or services which is not in the public domain, including: (i) with respect to HTL Online, information relating to the Services of which Customer becomes aware; (ii) with respect to Customer, Customer’s emails that are subject to the Services; (iii) in addition to the items specified in the foregoing clauses (i) and (ii), any business or technical information of HTL Online or Customer that is disclosed in writing and is marked “confidential” or “proprietary” at the time of disclosure, or if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure; (iv) the specific terms and pricing set forth in this Contract; and (v) any information that due to its nature or character, a reasonable person in a like position to the recipient of such information under this Contract, and under like circumstances, would treat as confidential.
   • 8.2 Confidential Information does not include information that: (i) was in the possession of, or was rightfully known by a receiving party, without an obligation to maintain its confidentiality, prior to the time of disclosure; (ii) is or becomes generally known to the public without violation of this Contract; (iii) is obtained by a receiving party in good faith from a third party having the right to disclose it without an obligation of confidentiality; (iv) is approved in writing by a party for disclosure; or (v) can be proved by documentary record as being independently developed by the receiving party without reliance on Confidential Information. Either party can disclose Confidential Information pursuant to a court order, a request of a competent authority or if required by law, provided that the party required to disclose the information provides such reasonable notice of the impending disclosure as it is entitled to do by law.
   • 8.3 Each party agrees that during the Term of this Contract and for a term of two (2) years after the expiration of this Contract, it will not use the other party’s Confidential Information, except as necessary for the performance of this Contract, and will not disclose such Confidential Information to any third party, except to those of its employees, contractors and agents that need to know such Confidential Information for the purpose of performing this Contract, provided that each such recipient is subject to a written agreement that includes confidentiality obligations that are at least as protective as those set forth herein. Each party will make all reasonable endeavors to maintain the confidentiality of all such Confidential Information of the other party in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance.

9. For future use.

10. Limitation of Liability

    • 10.1 Except regarding the confidentiality obligations under Section 8, HTL Online shall not be liable to Customer under or in connection with this Contract, or any collateral contract, for any loss of income, loss of actual or anticipated profits, loss of business, loss of contracts, loss of goodwill or reputation, loss of business, loss of anticipated savings, loss of, damage to or corruption of data, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise.
    • 10.2 HTL Online’s maximum aggregate liability to Customer under or in connection with this Contract, or any collateral contract, whether arising in or for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise, shall not exceed, in respect of any Term, 125% of the sums payable by Customer to HTL Online in that Term.
    • 10.3 Nothing in this Section 10 or otherwise in this Contract shall exclude or in any way limit HTL Online’s liability to Customer for (i) fraud, (ii) death or personal injury caused by its negligence (including negligence as defined in s. 1 Unfair Contract Terms Act 1977), (iii) breach of terms regarding title implied by s. 12 Sale of Goods Act 1979 and/or s. 2 Supply of Goods and Services Act 1982, or (iv) any liability to the extent the same may not be excluded or limited as a matter of law.

11. Assignment

    This Contract may not, in whole or in part, be assigned, transferred, novated, sub-contracted or sub-licensed by either party without the prior written consent of the other (not to be unreasonably withheld or delayed), except that either party may, in whole, assign, transfer, novate, sub-contract or sub-license this Contract upon prior written notice to the other (i) to a wholly-owned subsidiary, (ii) to a parent, (iii) to a subsidiary of a parent or (iv) to an assignee or purchaser of all or substantially all of the party’s assets or business involved in the performance of this Contract.

12. Governing Law and Dispute Resolution

    The construction, validity and performance of this Contract shall be governed by the English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

13. Severability

    If for any reason a court of competent jurisdiction finds any provision of this Contract invalid or unenforceable, that provision of the Contract will be enforced to the maximum extent permissible at law and the other provisions of this Contract will remain in full force and effect.

14. Survival

    The rights and obligations of HTL Online and Customer contained in this Section and in Section 8, “Confidentiality,” Section 9, “Indemnity,” and Section 10, “Limitation of Liability,” shall survive any expiration or termination of this Contract.

15. Waiver

    The waiver by either party of any default or breach of this Contract shall not constitute a waiver of any other or subsequent default or breach.

16. Amendments

    Modifications and amendments to this Contract shall be invalid, unless made in writing that is signed by duly authorized officers of each party hereto.

17. Force Majeure

    HTL Online shall not be liable for any failure or delay in its performance under this Contract due to causes beyond its reasonable control including, without limitation, Domain Name Server (“DNS”) issues outside the direct control of HTL Online, labor strikes or shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages.

18. Notices

    All notices required to be sent under this Contract must be in writing and shall be delivered in person or shall be sent to Customer and to HTL Online at the address set forth in the introductory paragraph of this Contract or such other address as may be specified by either party to the other in accordance with this Section 18. Notices shall be deemed to have been given upon (i) the date actually delivered in person, (ii) the date transmitted via fax with confirmation of receipt thereof (iii) the day after the date sent by overnight courier or (iv) three (3) days following the date such notice was mailed by first class mail. Notices may be confirmed by email or fax.

19. Counterparts

    This Contract may be executed in one or more counterparts including facsimile copies, which when and taken together upon proper delivery shall constitute a single instrument.

20. Non-Exclusive Remedy

    Except as expressly set forth in this Contract, the exercise by either party of any of its remedies under this Contract will be without prejudice to its other remedies under this Contract or otherwise available at law.

21. Relationship of Parties

    The parties to this Contract are independent contractors and this Contract will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Customer acknowledges that it has no contractual relationship with any licensor or supplier of HTL Online.

22. Entire Agreement

    This Contract, which includes the Services Quotation and the exhibits hereto, contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Contract except as expressly stated in this Contract. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Contract (unless such untrue statement was made fraudulently or was as to a fundamental matter including as to a matter fundamental to the other party’s ability to perform its obligations under this Contract) and that party’s only remedies shall be for breach of contract as provided in this Contract. Misrepresentations as to fundamental matters shall be subject to the terms of Section 10.

23. Third Party Rights

    HTL Online’s licensors and/or suppliers have third party rights under this Contract. Subject to the foregoing, no other person other than a party to this Contract shall be entitled to enforce any term of it save that where an agreement, in accordance with Section 11 above, is entered into pursuant to which any rights and/or obligations contained in this Contract are permissibly assigned or novated to a third party, nothing in this clause shall, of itself, operate to prevent the assignee from taking the benefit of, and enforcing, any rights so assign

24. Archived Messages

    If the Services in an Order contain archiving functionality, End User Messages shall be retained for up to the period set forth in the applicable Order (in the Services name), provided that Customer renews the applicable Services in the Order with Provider for each year of such retention period. The retention period shall apply to all data archived under the Services for the applicable Order. Failure to renew the applicable Services during the retention period shall terminate Provider’s obligation to retain any of End User’s data or indexes for the applicable End User Order.

    EXHIBIT A – PERIMETER MANAGER SERVICES DESCRIPTION

    Summary of Enterprise Edition Services: Provider (being HTL Online) will provide, or procure the provision of, to Customer those services that are selected by Customer in the Services Quotation:

    • Spam Filtering
    • Real-Time Virus Protection
    • Connection Manager with Threat Detection and Blocking
    • Delivery Manager with Throttling and Load Balancing
    • Event Based Alerts
    • Real-Time Monitoring and Reports
    • Wireless Messaging
    • Inbound Content Filtering
    • Inbound Attachment Filtering
    • Content and Transport Heuristics
    • Summary Email to Individual Users of Quarantined Email Messages
    • Outbound Content Filtering
    • Outbound Attachment Filtering
    • Outbound Virus Blocking
    • Outbound Compliance Footer
    • Transport Layer Security
    • Disaster Recovery (upgrade may be purchased for an additional fee)

    Description of Components of Enterprise Edition Services: Included below are descriptions of each of the services specified above in the Summary of Enterprise Edition Services.

    Spam Filtering
    • Evaluates the components of each message to determine if the message is spam, using a heuristics-based anti-spam engine.
    • Quarantines inbound email messages that may be spam, and makes these messages accessible to the individual user through the web-based Postini Message Center (the “Message Center”) for review and disposition for a period of up to 14 days.
    • Can be customized at an organization and/or user group levels, using the Postini Administration Console, including creating unique settings at the user group and/or individual user levels and establishing controls based on job function and responsibilities.
    • Can be configured by individual users, who can specify their own filters, as permitted by the administrator.
    Real-Time Virus Protection
    • Evaluates the components of each message to determine if the message contains a virus using a heuristics-based virus engine.
    • Quarantines inbound email messages that may be infected with a virus and makes these messages accessible the individual user through the Message Center for review and disposition for a period of up to 14 days.
    • Uses McAfee AVERT resources to provide a dedicated connection to the McAfee virus definition servers, which allows updates to be applied automatically to the base of individual users.
    Connection Manager with Threat Detection and Blocking
    • Monitors SMTP traffic to identify patterns of behavior that are associated with SMTP attacks, such as directory harvest attacks (DHA), denial-of-service (DoS) attacks and statistically significant spikes in spam or virus activity, and automatically rejects such attacks.
    Delivery Manager with Throttling and Load Balancing
    • Regulates the delivery of inbound email messages across destination servers regardless of operating system and/or geographic server location.
    • Balances inbound email message load by automatically redirecting delivery of email messages to fail-over resources in the event a destination server becomes unavailable.
    Event-Based Alerts
    • Monitors status of inbound and outbound email traffic and notifies designated individuals within the organization by email, telephone or pager during SMTP attacks and system outages.
    Real-Time Monitoring and Reports
    • Monitors status of inbound and outbound email messages and can provide usage reports on an hourly, daily, or weekly basis, as specified by the administrator.
    • Includes usage audit record for policy enforcement and capacity planning.
    • Makes reports available through a web interface or for downloading for further analysis and distribution by the administrator.
    Wireless Messaging
    • Forwards a copy of types of email specified by the administrator to a text page device or alternate email address.
Inbound Content Filtering
• Allows an organization to create and enforce email usage policies for inbound email messages using flexible content filters based on sender and recipient addresses, key words, and attachments.
• Allows an organization to define content-based exceptions to spam filters.
• Allows an organization to monitor email usage through a log of detailed filter activity.
• Inbound Attachment Filtering
• Enables companies to block or re-route inbound email messages containing unwanted email attachments.
• Allows administrators to use productivity filters to create inbound email policies based on attachment type, such as music, sound and movie files.
• Allow designated senders, such as the Customer’s designated partners, customers, and associates, to bypass specified email policies through an optional “approved sender list” feature.
Content and Transport Heuristics
• Content Heuristics are designed to identify common traits and characteristics of the legitimate business email for specific industries and job functions, which can reduce the possibility of falsely quarantining legitimate email.
• Transport Heuristics are designed to identify communication networks by industry and job function and to authenticate inbound email from these networks, which can reduce the possibility of falsely quarantining legitimate email.
Summary Email to Individual Users of Quarantined Email Messages
• Automatically alerts end-users to the presence of messages in their personal quarantine areas with a Quarantine Summary email message.
Outbound Content Filtering
• Allows an organization to create and enforce email usage policies for outbound email messages using flexible content filters based on sender and recipient addresses, key words, and attachments.
Outbound Attachment Filtering
• Enables companies to block or re-route outbound email messages containing large or harmful email attachments.
• Allows administrators to use productivity filters to create outbound email policies based on attachment type, such as music, sound and movie files.
Outbound Virus Blocking
• Scans outbound email messages for virus and blocks these, which can assist the Customer in protecting recipients of its email from viruses.
Outbound Compliance Footer
• Creates a standard organization-wide email compliance footer to be automatically inserted into all outbound email messages.
Transport Layer Security
• Transport Layer Security will allow inbound messages to Provider and/or its licensors or suppliers and outbound messages from Provider and/or its licensors or suppliers to be encrypted with the standard email encryption protocol TLS. In order for messages to be encrypted, Customer is responsible for ensuring that the email servers that are sending messages to Provider and/or its licensors or suppliers and receiving messages from Provider and/or its licensors or suppliers have TLS capabilities enabled.
Disaster Recovery
• Spools inbound email continuously in the event of an outage of Customer’s network or servers for the period of time that is determined by the number of Mailboxes/Units set forth in the Services Quotation.
• Delivers stored email messages following such an outage at a regulated rate to allow new inbound messages to be delivered concurrently.

EXHIBIT B – SERVICE LEVEL AGREEMENT

Service Level Agreement
During the term of the Agreement, Provider shall provide the following Service Level Agreements to Customer (each an “SLA”). The following provisions shall apply to each SLA:

1. Force Majeure. In no event shall Customer have any remedies under any SLA in connection with any circumstance addressed in Section 15(g), “Force Majeure” of the Agreement.
2. Reporting Process. Customer must inform Provider’s Customer Support Department in writing or by email within 10 business days of the time it first believes that it is eligible to receive a remedy under any one of the SLAs set forth below. Customer must also provide to Provider a live copy of the applicable email with the original headers (complete and untampered with) for analysis. If a dispute arises with respect to any SLA, Provider shall make a determination in good faith based on its system logs, monitoring reports, configuration records, and other available information, which Provider shall make available for auditing by Customer at Customer’s request. Failure to comply with these reporting requirements will forfeit Customer’s right to receive a remedy in connection with an SLA.
3. Remedy Cap. In any given month, Customer shall in no event be entitled to receive more than 100% of its monthly fee (paid to Customer) for the applicable Order(s) for the Email Services pursuant to these SLAs. For clarity, the Email Services fee for an applicable Order for a given month shall equal the following fee charged by Provider to Customer, as may be applicable, either (i) 100% of the Google Message Filtering fee for that month, (ii) 100% of the Google Message Security fee for that month or (iii) 33% of the Google Message Discovery fee for that month.



99.999% Email Processing Availability

1. Service Level Agreement. The Email Services shall be operational at least 99.999% of the time in any given month during the Term of the Agreement. The “Operational Percentage” means the percentage of the total time during any given month that the Email Services are not subject to an Outage. An outage (“Outage”) means that Provider fails to apply filtering in accordance with Customer’s configuration selection. Outage does not include service suspension (i) for reasons outside of Provider’s sphere of control (as described in Section 15(g) of the Agreement) or (ii) during times of maintenance (as described below in this SLA).
2. Remedy. If the Operational Percentage is less than 99.999%, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Customer shall have the following sole and exclusive remedy: Provider will provide Customer with a pro rata credit on the Email Services fee due from Customer (on a per Customer End User basis) for the month in which the Outage occurred as set forth in the table below:
   
   
   

   Operational Percentage	Portion of Monthly Email Services Fee Credit
   < 99.999% - = 99.9%	20%
   < 99.9% - = 99.0%	40%
   < 99.0%	100%

   
   If Customer experiences 1 or more Outages in each of 3 consecutive calendar months and/or 3 or more Outages in any period of 30 consecutive days, Customer can terminate the applicable Order upon 30 days prior written notice.
3. Maintenance - To ensure optimal performance of the Services, Provider reserves the right to perform unscheduled emergency maintenance at any time. Additionally, Provider reserves the right to perform scheduled maintenance that is designed not to impact the Services at any time. Provider will make all reasonable attempts to schedule maintenance events that are expected to have an impact on the Services between 10:00 p.m. GMT on Fridays and 12:00 p.m. GMT on Sundays.



100% Anti-Virus Filtering

1. Service Level Agreement. The Email Services will detect and stop 100% of all Viruses (as defined below) propagated by an inbound email to Customer that is subject to the Email Services from creating an Infection (as defined below) of Customer’s systems. For purposes of this SLA, an “Infection” of Customer’s systems shall be deemed to occur if an inbound email to Customer that is subject to the Email Services is delivered with a Virus. For purposes of this SLA, a “Virus” is a binary or executable code whose purpose is to gather information from the infected host (such as trojans), change or destroy data on the infected host, use inordinate system resources in the form of memory, disk space, network bandwidth or CPU cycles on the infected host, use the infected host to replicate itself to other hosts, or provide control or access to any of the infected host’s system resources. For the avoidance of doubt, a Virus does not include: (i) text messages that use fraudulent claims to deceive the Customer and/or prompt the Customer to action (such as phishing); (ii) a binary or executable code installed or run by the end user that gathers information for sales and marketing purposes (such as spyware); (iii) a virus that has been detected and has been cleaned by other virus scanning products or (iv) an ineffective or inactive virus contained in a bounced email.
2. 2. Conditions. The following conditions must be satisfied by Customer to be eligible to receive the remedy specified in this SLA:
   1. Customer must have enabled full virus protection for all End Users subject to an Infection to be eligible to receive the remedy. Customer’s administrative settings must be configured with the maximum Anti-Virus protection, including, if configurable, Attachment Manager to bounce Executables and Compressed Files as defined within the System Threats category of Customer's Attachment Manager, message fragment blocking, Connection Manager, Virus Outbreak configuration set to “Very High”, user-enabled virus cleaning and non-account Virus bouncing enabled for all organizations in an End User account subject to an Infection. Use of “Message Header Tagging” feature for an End User subject to an Infection will result in Customer forfeiting its right to receive a remedy applicable to such End User Order.
   2. A Virus must pass through the filtering technology of the Email Services and be received by one of the End User’s email users to qualify for the remedy set forth below. Messages infected with a Virus that are quarantined by the Email Services, but are subsequently delivered to the End User or administrator by such Customer, End User or administrator are not covered by this SLA. Messages containing attachments that are password protected, encrypted or otherwise under the end user’s control are not covered by this SLA. Any action by a Customer, End User or administrator of the Customer that results in deliberate self-infection will result in Customer forfeiting its right to receive a remedy.

3. Remedy. If Customer experiences 1 or more Infections in a calendar month, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Customer shall have the following sole and exclusive remedy: Provider shall credit Customer in an amount equal to 100% of the monthly charge due from Customer (on a per Customer End User basis) for its Anti-Virus protection services (which is currently equal to 33% of the monthly charge for the Email Services). Only 1 claim per calendar month may be made under this SLA. If Customer experiences 3 or more separate Virus Infections in a consecutive 30 day period, Customer may terminate the applicable Order with 30 days written notice.

4. Exceptions. In the event that Provider detects but does not stop an email infected with a Virus that is filtered by the Email Services, Provider will promptly notify the Customer and provide sufficient information to enable the Customer to identify and delete the Virus-infected email. If such a notification results in the prevention of an Infection, Customer shall not be eligible for the remedy set forth in this SLA.




60 Seconds or Fewer of Email Latency

1. Service Level Agreement. The Email Services will not add more than 60 seconds of latency to the delivery of Customer’s emails that are subject to the Email Services (“Latency”). For purposes of this SLA, Latency will be measured based on Provider’s supplier’s test results from its internal test nodes of email that is not unsolicited commercial email “Junk Email”) and that is not infected with a Virus in a closed loop test for a static size and static flow rate of email messages.

2. Remedy. If it is determined that the Email Services have added more than 60 seconds of Latency to the delivery of Customer’s emails (“Excess Latency”), and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Customer shall have the following sole and exclusive remedy: Provider will provide Customer with a pro-rata credit (on a per Customer End User basis) on the fee due from Customer for the month in which the Excess Latency occurred. The pro-rata credit shall be in an amount set forth in the table below corresponding to the maximum amount of Latency resulting from its internal testing of Latency:

   Latency in Seconds	Portion of Monthly Email Services Fee Credit
   > 60 - = 140	25%
   > 140 - = 220	50%
   > 220 - = 300	75%
   > 300	100%

   If Customer experiences 1 or more instances of Excess Latency in each of 3 consecutive calendar months and/or 3 or more instances of Excess Latency in a consecutive 30 day period, Customer may terminate the applicable Order with 30 days written notice.

3. No Throughput Guarantee. Customer agrees and acknowledges that Provider does not guarantee the delivery throughput for each of Customer’s emails that are subject to the Email Services because such delivery throughput is Page A-6 European Services Description (EE) based on variables outside of Provider’s control, including the performance of the sender’s mail server and network and the performance of the Customer’s mail server and network.




98% Junk Email Catch Rate

1. Service Level Agreement. The Email Services will capture at least 98% of all Junk Email sent to each End User that is subject to the Email Services in a given month. The “Junk Email Capture Rate” is calculated by taking the total number of emails sent to an End User subject to the Email Services during a given month that are identified and treated as Junk Email by the Email Services (“Total Captured Junk Email in a Month”), and dividing that amount by the sum of (i) the Total Captured Junk Email in a Month and (ii) all Junk Email in a month subject to the Email Services that is not identified and treated as Junk Email by the Email Services, as reported to Provider by Customer for End User.

2. Conditions. The following conditions must be satisfied by Customer to be eligible to receive the remedy specified in this SLA: a. Customer and each of its End Users must have set their Junk Email capture settings at such levels as are recommended by Provider as set forth in the Provider Email Protection Service Administration Guide. b. Junk Email shall not include email that is received from a sender or sender’s domain specified on any approved list set by Customer or its Resellers or End Users.

3. Remedy. If Customer’s Junk Email Capture Rate is below 98% for a given month, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Customer shall have the following sole and exclusive remedy: Provider will provide Customer with a pro-rata credit (on a per Customer End User basis) on the fee due from Customer for the Junk-Email services (which is currently equal to 50% of the monthly charge for the Email Services) for the month in which the Junk Email Capture Rate is below 98% as set forth in the table below:

   Junk Email Capture Rate	Portion of Monthly Junk Email Services Fee Credit
   = 97% - < 98%	25%
   = 96% - < 97%	50%
   = 95% - < 96%	75%
   < 95%	100%

0.0003% False Positive Rate

1. Service Level Agreement. The Email Services will quarantine as a False Positive (as defined below) no more than 0.0003% of email sent to Customer that is subject to the Email Services in a given month. A “False Positive” means an email that is quarantined by the Email Services and that meets the following criteria: (i) it is a legitimate business email and does not contain a Virus; (ii) it contains fewer than 10 recipients; (iii) at least 80% of the text contents of the email is in English; (iv) it is not sent from a sender or domain which is on the blocked list for the Customer or its Resellers or End Users; (v) it is not sent by a compromised machine (e.g., infected or zombie); (vi) it is not sent from a sender on any third party real-time blacklist or Spamhaus block list; and (vii) it does not contain profanity or sexually explicit language. The “False Positive Rate” is calculated by taking the number of False Positive emails received by Customer applicable to and End User during a given month and dividing that figure by the total number of emails received by an applicable End User subject to the Email Services during a given month (the “Total Emails in a Month”).

2. Conditions. The following conditions must be satisfied by Customer to be eligible to receive the remedy specified in this SLA:

   1. Customer and each of its Resellers and End Users must have set their Junk Email capture settings at such levels as are recommended by Provider as set forth in the Provider Email Protection Service Administration Guide.
   2. Customer must have any applicable Industry Heuristics turned on in its Administrative Console.

3. Remedy. If Customer’s False Positive Rate is above 0.0003% for a given month, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Customer shall have the following sole and exclusive remedy: Provider will provide Customer with a pro-rata credit (on a per Customer End User basis) on the Email Services fee due from Customer for the month in which the False Positive Rate is above 0.0003% as set forth in the table below:

   False Positive Rate	Portion of Monthly Email Services Fee Credit
   > 0.0003% - = 0.003%	25%
   > 0.003% - = 0.03%	50%
   > 0.03% - = 0.3%	75%
   > 0.3%	100%

0% Person to Person False Positive Rate

1. Service Level Agreement. The Email Services will not quarantine any email sent to Customer that is subject to the Email Services that is a Person to Person Email (as defined below) in a given month. A “Person to Person Email” shall mean an email that is subject to the Email Services and that meets the following criteria: (i) it is a legitimate business email and does not contain a Virus; (ii) it is sent by one sender to one recipient; (iii) at least 80% of the text contents of the email is in English; (iv) it is not sent from a sender or domain which is on the blocked list for the Customer or its Resellers or End Users; (v) it is not sent by a compromised machine (e.g., infected or zombie); (vi) it is not sent from a sender on any third party real-time blacklist or Spamhaus block list; and (vii) it does not contain profanity or sexually explicit language.

2. Conditions. The following conditions must be satisfied by Customer to be eligible to receive the remedy specified in this SLA: a. Customer and each of its Resellers and End Users must have set their Junk Email capture settings at such levels as are recommended by Provider as set forth in the Support Portal. b. Customer must have any applicable Industry Heuristics turned on in its Administrative Console.

3. Remedy. If the Email Services quarantine a Person to Person Email, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Customer shall have the following sole and exclusive remedy: Customer may terminate the applicable Order upon 30 days prior written notice.

100% Delivery Assurance

1. Service Level Agreement. The Email Services will deliver 100% of all email sent by or to Customer that are subject to the Email Services and that have been received by the Provider platform.

2. Conditions. The following conditions must be satisfied by Customer to be eligible to receive the remedy specified in this SLA:

   1. The email must have been received by the Provider platform and not bounced or deferred by the destination server.
   2. The email must not be Junk Email or contain a Virus.

3. Remedy. If the Email Services fail to deliver an email sent by or to Customer that are subject to the Email Services and that have been received by the Provider platform, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Customer shall have the following sole and exclusive remedy: Customer may terminate the applicable Order upon 30 days prior written notice.

Real-Time Management Control

1. Service Level Agreement. Changes by Customer to its Provider Administration Console configuration (“Configuration Change”) will be reflected in the Customer’s production platform within 30 seconds of the time the Customer has made such change. Any change that takes longer than 30 seconds to be reflected in Customer’s production platform shall be deemed a “Configuration Change Delay”.

2. Conditions. The following conditions must be satisfied by Customer to be eligible to receive the remedy specified in this SLA:

   1. Provider’s Customer Support Department must be able to duplicate the Configuration Change Delay.
   2. The Configuration Change Delay must not be the result of any Domain Name Server issues outside of Provider’s direct control.

3. Remedy. In the event of a Configuration Change Delay, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Customer shall have the following sole and exclusive remedy: Customer may terminate the applicable Order upon 30 days prior written notice.

Back to top

HTLonline Ltd Leased Line & Wireless Ethernet Terms and Conditions

(For clients with Private, EFM, Optic Fibre, or Leased, Wired of Wireless Circuits, these terms take precedence over our General Terms)

1. DEFINITIONS

   • These Specific Terms and Conditions of Supply are to be read in conjunction with our General Terms and Conditions of Business. All definitions contained within these Specific Terms and Conditions have the same meaning as those set out in the General Terms and Conditions of Business unless specified below in which case they will have the meaning specified below;

     • "Customer Order Form" means the order form for the supply by the Company of the Equipment and/or Services, completed by, or in accordance with an order from, the Customer;

     • "Minimum Cancellation Notice Period" means the minimum period of notice that a Customer must give the Company to terminate a specific Service or this Agreement, as set out in Clause 8;

     • "Private WAN Circuit" or "Private WAN Wireless Ethernets Service" means the point to point circuit service described in the Company's literature at the date of completion of the Customer Order Form;

     • "Wireless Ethernet" means the Telecommunications Circuit provided for the Wireless Ethernet Service;

     • "Leased Line" means the Telecommunications Circuit provided for the Ethernet Service;

     • "Diverse" means the Telecommunications Circuit provided for the Wireless Ethernet Service;

     • "Flex" means the Telecommunications Circuit provided for the Wireless Ethernet Service;

     • "Wireless Ethernet Service(s)" or "Service" means the provision of one of the following Wireless Ethernets (i) Access, (ii) Ethernet, or (iii) Private WAN Wireless Ethernet Service as specified on the Customer Order Form, and described in the Company's literature at the date of completion of the Customer Order Form;

     • "Ethernet" means the Ethernet service described in the Company's literature at the date of completion of the Customer Order Form;

     • "Service Level Agreement" or "SLA" means the service level agreement relating to the Wireless Ethernet and Leased Line Service that describes the service levels to be met together with the remedies available to the Customer for failure to meet such service levels;

     • "Service Period" means the period of an individual Service provided in accordance with this Agreement;

     • “Telecommunications Circuit” means a circuit that allows that transmission of TCP/IP data;

2. THE SERVICES

   • 2.1 HTLonline Ltd shall provide the Service at the data transfer speed stated on the Customer Order Form subject to the terms of this Agreement.

   • 2.2 You can place your order for the Service by completing and sending us a completed order form (sent to you pursuant to acceptance of a quotation supplied by us) by post or by fax to the address or fax number set out on our Web site.

   • 2.3 HTLonline Ltd shall not be obliged to provide the Service to you unless and until we have received written confirmation, or (if requested in our discretion) evidence, that all installation work at the Customer’s premises is complete and we have received any initial Charges due from you in respect of the Services and/or Equipment.

   • 2.4 We will configure and deliver the Equipment to the Customer’s Site to be connected to the Telecommunications Circuit at the Customer’s Site by the Customer. Acceptance and/or use of the Services and/or Equipment by you constitutes your automatic acceptance of the terms and conditions of this Agreement. Whilst we will use reasonable endeavours to provide the Services and/or Equipment to you within any timescales specified by us or agreed with or requested by you, we will not be liable to you for any delay in providing or failure to provide the Services and/or Equipment within such timescales.

   • 2.5 We shall allocate a range of Internet Protocol (IP) addresses for use by the Customer for machines on its network for the duration of this Agreement. It will be the responsibility of the Customer to connect the Equipment to, and to configure its machines on, its own network.

   • 2.6 Save in relation to the Private WAN Circuit, we will provide you with transit and routing services for e-mail and general Internet access. We will (in consideration of the Charges) deliver IP packets to the Customer network boundary only and will not be, or be held responsible for, the transit, routing and delivery of IP packets to individual workstations on the Customer network.

   • 2.7 We will endeavour to ensure that the Services are of a high quality. In order to maintain the quality and safety of the Services, and any other services which we provide to our customers, we may from time to time: (a) Suspend, close down or restrict the whole or any part of the Services in order to carry out emergency or other repairs, maintenance and/or improvements or to prevent overload of the network or to preserve the safety, security or integrity of the Services and any Internet traffic conveyed (although we will give you as much notice as is reasonably practicable before doing so and will endeavour to carry out such works during the relevant scheduled maintenance periods as published by us); and/or (b) Give you instructions on how to use the Services. You agree to comply with any instructions we may give you in accordance with this Clause.

   • 2.8 We shall send you upon request, via e-mail, online usage statistical reports detailing the bandwidth used on theTelecommunications Circuit by the Customer and will endeavour to do so daily as specified in accordance with the Customer Order Form.

   • 2.9 The Equipment shall at all times remain the property of HTLonline and the Customer shall have no rights or interest in the Equipment except for quiet possession and the right to use the Equipment under this Agreement to provide the Customer Service.

3. DEFINITIONS

   • 3.1 HTLonline Limited shall provide the Service in accordance with these Specific Terms and Conditions and subject to the applicable Service Level Agreement.

4. SERVICE PERIOD

   • 4.1 We will use reasonable efforts to activate the Services, as soon as possible following completion of the matters referred to in Clause 2.3 above. However, all dates are estimates and we cannot guarantee that they will be met.

   • 4.2 Unless otherwise terminated or suspended in accordance with this Agreement the following Services shall be provided for a Minimum Service Period of 12 months from the date of activation: (a) Access (b) Ethernet (c) Private WAN Service

   • 4.3 On expiry of the periods referred to at Clause 4.2 above (as appropriate) the Services will, unless terminated on or before the date of such expiry, automatically renew until terminated pursuant to this Agreement or until a new contract term is agreed between HTLonline Ltd and the Customer.

5. PROVISION OF SERVICE

   • 5.1 We may be required to carry out additional construction work prior to or during installation of a Telecommunication Circuit (for example because fibre or copper is not present, or buildings entries are required and/or additional equipment is needed). You may be subject to additional charges for such work, and these are described in Clause 7.6.

   • 5.2 HTLonline Limited may monitor the Service 24 hours a day, 7 days a week, 365 days a year. Relevant details of this activity are set out in the applicable Service Level Agreement.

6. SERVICE PERIOD

   • 6.1 You agree that you will be responsible for all use of the Services and (unless, we have agreed to supply it as part of the Equipment) for providing all additional equipment and/or services (including, without limitation, a PSTN line, if required), and for obtaining any permits and/or licences which are necessary for connecting to, and accessing, the Services. You agree that you are responsible for complying with all terms and conditions (including, without limitation, terms of payment) relating to any telecommunications service which is required by you to access the Services.

   • 6.2 With regard to DSL Backup, the PSTN line for DSL Backup will only receive maximum line speed, and is subject to availability, according to BT’s advertised coverage of exchanges in the UK. Where DSL is not available, a backup dial-up account will be provided.

   • 6.3 With regard to DSL monitoring of Private WAN circuits, the PSTN line for DSL monitoring is subject to availability, according to BT’s advertised coverage of exchanges in the UK. Where DSL is not available, a recommended alternative will be provided.

   • 6.4 You agree to:

     1. provide an authorised technical contact, authorised contact number, and pass phrase, to keep any records of such details in separate places and take all necessary steps to ensure the security of such records;

     2. without prejudice to the General Terms and Conditions, keep such information private and confidential and ensure, at all times, that it (or they) does (do) not become known to any unauthorised personnel.

   • 6.5 You agree that you will notify us immediately if you become aware of any change in circumstances which may lead you to believe that such information has become known to any unauthorised personnel.

   • 6.6 You agree that we may, from time to time, suspend and/or change your pass phrase (at our discretion if we feel that such step is in the interests of security).

   • 6.7 Any managed hardware, and/or routers, which you purchase from us, will be tested by us and configured to meet your basic network and Internet specifications. In the event that you wish to make alterations to configuration of such Equipment, you agree to contact the Technical team at HTLonline Ltd to request such changes.

   • 6.8 Any fault with the Services and/or the Equipment, which you detect must be reported to us as soon as possible by email to This e-mail address is being protected from spambots. You need JavaScript enabled to view it.

7. CHARGES

   • 7.1 Except as otherwise provided in the Agreement, all Charges and other sums due from you in respect of the Services and/or Equipment shall be set out in the Customer Order Form and/or the invoice relating to such Equipment and/or Services.

   • 7.2 You agree to pay for any and all charges in relation to any additional work for installation of (i) an Access Circuit or, (ii) an Ethernet Circuit. However, prior to incurring such costs, the Customer will be presented with a revised quotation and given the option to proceed or not with the installation work. If the Customer elects not to proceed, no costs will be incurred.

   • 7.3 BT and / or all associated carriers we use can change this contract (including charges) at any time.

8. TERMINATION

   • 8.1 Unless otherwise stated, the Minimum Cancellation Notice Period is 90 days (to expire on or after the Minimum Service Period).

   • 8.2 The Service is otherwise subject to the termination provisions of the General Terms and Conditions.

   • 8.3 In the event The Service is cancelled by the customer at the survey result stage or during the installation stage where no excess charges have been presented by HTLonline to the customer, the full contract amount issued to the customer initially will be payable, unless there are excess charges presented by HTLonline relating to The Service to the customer which were not agreed to by the customer. In this case the service can be cancelled with no penalty.

   • 8.4 Where the customer has ordered an EFM based service which ranges from 1mb to 10mb, but not limited to this, it maybe possible for you to cancel the service within 24 hours of placing the order with HTLonline without receiving a penalty. Any cancellations received later than 24 hours cannot be cancelled and must carry on and delivered as normal.

9. NOTICES

   • 9.1 You agree to keep the contact details which you have provided to us up to date. Any notice or other information to be served by us on you in accordance with this Agreement will be validly sent if in writing and sent by either e-mail or first class post to your last known e-mail or postal address. Any notice sent by first class post will be deemed served two days after posting. Any notice sent by e-mail will be deemed served on the day that it is sent.

   • 9.2 Any notice to be served on us must be in writing and sent either by pre-paid first class post to our registered office or to such other address as may be specified by us to you for this purpose from time to time. Any notice sent in accordance with this sub-clause will only be deemed served if and when you have received a written acknowledgement from us.

Back to top

HTLonline Ltd Business VoIP Terms and Conditions

(For clients with Business VoIP services, these terms take precedence over our General Terms)

This Agreement sets out the terms of which HTLonline agrees to provide Business VoIP Services ("Service") to you. This Agreement commences on the date that HTL Online first accepts your order. The acceptance is declared by HTL online by making VoIP Services available to the customer. The customer is bound to his order for 30 calendar days.

The expressions, "HTL online", "we", "us" and "our" refer to HTLonline Ltd a company registered in the UK with company number 06765598 and whose registered office is 40 Beaufort Court, Admirals Way, London, E14 9XL. The expressions "you" and "your" refer to the customer.

1. Use of the Service, Suspension and Termination

   • 1.1. By accepting these terms, you are agreeing NOT to allow through your actions, or those of others, the use of Services from HTL online for unlawful or illegal purposes; including but not limited to making offensive, indecent or prank/hoax calls, place bulk unsolicited commercial calls or use automatic diallers allowing others to do so, using the Services fraudulently or to commit or further a criminal offence.

   • 1.2. You are agreeing NOT to cause damage to this or any other communication or data system, and you fully indemnify HTL online against any liabilities (including such things as legal expenses, losses, costs, claims and damages), brought about by your action or inaction in violation of this Agreement. You may NOT submit or publish through HTL online any materials that are libellous, defamatory, pornographic, an invasion of privacy, obscene, abusive, illegal, racist, offensive, an infringement on any intellectual property rights of a third party or would otherwise violate the rights of any third party. You will comply with all reasonable instructions provided by HTL online in relation to the Service.

   • 1.3. You agree that the Service is for your own personal use only and that you will not without our prior written consent, re-sell or in any way re-supply the Service to others for money or monies worth.

   • 1.4. Significant (even contractual) communication processes are carried out via e-mail. The customer accepts this procedure and hereby declares that he will regularly check his emails.

   • 1.5. If there are changes with respect to relevant customer data, the customer commits to update this data without delay. Relevant customer data shall mean in particular but not exclusively.

   • Change of residence of the customer, Change of the e-mail address of the customer, Change of payment data e.g. bank account data for direct debit procedure or credit card data. All information provided by you shall be true and accurate and will be relied upon by us for the provision of the Service.

   • 1.6. Prerequisite for the utilisation of Services is internet access. The customer shall be responsible regarding his access to the internet. The mutual obligation resulting from the Agreement shall not be affected if the customer has no access to the internet.

   The Customer is obliged to keep all login data regarding his/her HTL online account (passwords and SIP passwords) confidential and secure. The customer accepts that passing login data on to third parties (e.g. staff or family) is carried out at his/her own risk. The customer must inform third parties regarding the obligation to keep login data confidential and secure.

   The Customer is responsible for all necessary and usual safeguards against the accidental and abusive use of Services by third parties. If a customer notices an unintentional or abusive use of Services, he/she should inform HTL online immediately. In case customer fails to inform HTL online in due time, he will be liable for all damages resulting from this delay.

   • 1.7. If, at any time, the Service is affected or unavailable other than due to our fault you will continue to be billed for the Service.

   • 1.8. Without prejudice to our rights to terminate this Agreement, we may suspend the Service if we reasonably believe you are in breach of any terms of this Agreement or any other Agreement with us or you abuse, threaten us, or a member of our staff. We may also suspend the Service if we are obliged to comply with an order, instruction or request from a government department or other competent authority.

   • 1.9. We can end this Agreement immediately upon email notification if: you breach this Agreement and fail to remedy the breach within a reasonable time, specified in a written notice to us to do so;you make, or offer to make, an arrangement with your creditors; you commit an act of bankruptcy; someone brings a petition against you, receiving order or administration order against you to make you bankrupt, you are a limited company and a resolution to liquidate the company is passed or a receiver or administrator is appointed over all or part of your assets. We can also end this Agreement if we think any of these actions or similar actions may happen; any regulatory change affecting our ability to offer the Service is introduced, including but not limited to any authorisation or licence under which we provide the Service expiring or being revoked.

   • 1.10. Upon any suspension or termination according to 1.8 or 1.9, you are responsible for all charges, including, without limitation to unbilled charges and other charges all of which immediately become due and payable. We may immediately charge these amounts to your debit or credit card in the case of the credit balance not covering these amounts.

   • 1.11. We may terminate this Agreement at any time without liability if any underlying arrangement with other operators or suppliers is terminated for whatever reason.

2. General Service Information

   • 2.1. Emergency Services.
     You must provide us with your correct name and address, failure to do so will prevent us from registering you with the emergency services and this feature being unavailable.

     The VoIP application requires a power source and enabled internet connection to make 999 calls.

     When making a VoIP originated Emergency Call you are required to confirm/provide your location to enable the correct Emergency Organisation to respond.

     The VoIP originated Emergency Call may have to pass over the public internet where it will not receive the same network priority or quality assurance as an Emergency Call made on a mobile network or on a circuit-switched fixed line.

     You must not make any test calls to "see if it works".

   • 2.2. Number portability is generally available with the Service as far as applicable law obliges HTL online to provide such a service.
     In all other cases HTL online will port numbers as far as possible/feasible from or to another provider.
     Unless otherwise regulated in a service description the number porting fee generally amounts to 20GBP per number to be ported.
     HTL online will not process a number porting request to another provider unless the customer's balance is completely current, including payment for all Service charges and the applicable number porting fee.

   • 2.3. HTL online is entitled to change the customer's telephone number(s) in the event of a: customer request change of telephone number is based on legal or regulatory measures or other reasonable economic or legal necessities that may force HTL online to change the telephone number(s).

   • 2.4. An inactive Account may be deleted after prior email request to the customer.

3. Billing

   • 3.1 All Invoices are payable on receipt.

   • 3.2 HTL online issues invoices solely as a PDF file via e-mail or as a download. HTL online invoices comply with the VAT prerequisites.
     The issuing of an invoice in paper form is generally not possible. The customer accepts that invoices are sent via e-mail although a confidential transfer of the data cannot be guaranteed. HTL online invoices do not include any itemised billing.
     The customer can access their call charges at any time via his itemised bill in his HTL online account.

   • 3.3. HTL online will non issue VAT-free invoices.

   • 3.4. Invoice details required for VAT purposes are taken from the customer's HTL online account. The customer is obligated to currently update this information in his account. HTL online is not obliged to provide invoices with other data.

4. Charges and Payment Terms

   • 4.1. Provision of the Service is conditional upon the customer paying all fees and charges applicable to the Service in accordance with this Agreement and the tariff list which is available on request. Where VAT must be paid we have included it at the current rate.

   • 4.2. We may suspend or terminate our Service at any time acting reasonably, if you fail to make any payment that is due. You must pay all sums due in full and you cannot set off, deduct or withhold any part of any sum of money that you owe us. We reserve the right to charge for administration costs incurred in recovering any sum you owe us and we reserve the right to employ debt collection agencies, to assign the right to collect your debt or to factor your debt to a third party for collection.

   • 4.2. We can change the payment terms for any good reason, for instance, if you do not pay your bills on time.

   • 4.3. You must notify HTL online in writing within 7 days after the date of your invoice if you dispute any HTL online charges.

   • 4.4. By using the Service you agree to be bound by our fair usage policy. If you do not comply with our fair usage policy or you use the Service for anything other than for normal and reasonable purposes and contrary to usage patterns reasonably expected of a residential or business user, as the case may be, we may freely suspend the Service immediately and offer you an alternative tariff list or terminate the Service immediately.

   • 4.5. You accept that when you order the Service from us we may carry out credit reference enquiries about you and that we may also carry out identity and fraud prevention enquiries.

5. Cancellation

   • 5.1. Except when stated otherwise cancellation of the Service / an agreement between the parties is possible but requires six months prior notice.

   • 5.2. If you want to cancel this Agreement in full, or if you want to cancel some but not all of your phone lines and other features of the Service, for any reason you must inform us in writing. Your written notice of cancellation must be received no later than 1 working day before the end of the current calendar month, otherwise cancellation will not become effective until the end of the following calendar month. HTL online will send you confirmation of your cancellation by email. A working day does not include Saturdays, Sundays or any public or bank holidays in the United Kingdom.

   • 5.3. If the customer still has credit in his / her account at the point of cancellation, HTL online will reimburse the customer on request, to the value of the credit balance, minus HTL online's processing fees of 6.00GBP. A refund is not issued in the case of the balance not exceeding 6.00GBP.
     A prerequisite of a reimbursement is a written customer request, stating the customer number / SIP-ID, a bank or credit card account and a copy of proof of ID (passport/driving license). The refund of a positive balance becomes time-barred from three years after the date of termination.

   • 5.4 You are solely responsible for your actions and the content of your transmissions through or in connection with the Service, it being understood that each employee acts on behalf of the Company with which such employee is associated in all actions and submissions on or in connection with the Service. You agree:

     • to abide by all applicable local, state, national, and international laws and regulations in your use of the Service;not to use the Service for illegal purposes; not to use or attempt to use another person's or entity's account, telephone number, service or system without authorisation from the owner;
     • to comply with all laws regarding the transmission of voice or technical data (including all export laws, regulations, and restrictions of the United Kingdom); not to "stalk", threaten, or harass anyone through, in connection with, or utilising any data collected through the Service;
     • that we neither endorse the content of any of your communications nor assume any responsibility for any threatening, libellous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by use of the Services; not to interfere or disrupt networks connected to the Service or otherwise attempt to interfere with the proper function of the Service; and not to attempt to obtain unauthorised access to the Service. HTL online may, in its sole discretion, immediately terminate your access to the Service respectively the Service should your conduct fail to conform with any provision of this Section.

6. Changing the Agreement

   • 6.1. We may at any time change the terms and conditions of this Agreement, any policy or document referred to in this Agreement. In such cases we will notify you by email, and the new terms and conditions will appear here. http://www.htlonline.co.uk/htlonline/tsandcs/ . Our charges and tariff list may also change from time to time and we will provide you with new charges via email. We shall endeavour to notify you of changes to tariff lists and charges at least 5 days before they are due to take effect, however, we may have to make changes without giving the full 5 days notice. You agree that if you use the Service, you will be bound by the changes, once the changes to the charges are made.

   • 6.2. Provided you have not used the Service following any change as described in clause 7.1, you may end this Agreement without incurring any applicable disconnection fee if the changes are not to your liking, provided that you will remain liable for all charges due up until the date of termination. To exercise your right of termination you will need first to give us notice via email immediately, and no longer than 5 working days.

7. Warranty

   We warrant that we shall provide the Service with reasonable skill and care, within a reasonable time and substantially as described in this Agreement and in the Service Description. We do not warrant that the provision of the Service will be fault free or uninterrupted but will use all reasonable skill and care to provide and maintain the Service. We do not make any other promises or warranties about the Service. You acknowledge and agree that in entering into this Agreement you do not do so on the basis of that the Service will always be optimal, and do not rely on any representation, warranty or other provision except as expressly provided in this Agreement and all conditions, warranties or other terms implied by statute or common law are excluded to the full extent permitted by law. The Equipment and the Service is made available for your own use only.

   We reserve the right to modify or discontinue the Service respectively part of the Service, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Service. We will not be liable to you or any third party in the event that we exercise our right to modify or discontinue the Service.

   Nothing in this Agreement affects your statutory rights.

8. Liability and Indemnity

   • 8.1. Nothing in this Agreement excludes or limits our liability for any liability that cannot be excluded or limited by law.

   • 8.2. You accept and agree that you will have no claim against HTL online or any underlying network access provider if you are unable to access the Service and the exclusions and limitations of liability in this clause shall apply to all claims arising from your use of the Service including claims against our business associates.

   • 8.3. We shall not be liable for you or any third party in contract, tort, including any liability for negligence or breach of statutory duty, or otherwise, for any loss of revenue, business, anticipated savings, profits, (whether or not in each case they are considered to be direct or indirect losses) corruption or destruction of data, or for any indirect or consequential loss howsoever arising, or in connection with any computer virus or system failure even if we are expressly advised of the possibility of such damage or loss.

   • 8.4. Except in the case of clause 8.1, our liability to you (if any) for direct loss or damages in contract, tort, including negligence or breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall be limited to 12,500GBP per incident per customer. As regards all customers the liability per incidence is limited to 10,000,000GBP. As far as this amount does not suffice for all customers claims resulting from one incidence all customer claims are reduced accordingly

   • 8.5. In the event of any failure in the Service, we shall not be liable for any charges incurred by you, should you divert your traffic to another provider.

   • 8.6. You will indemnify HTL online from and against any and all costs, expenses, (including reasonable legal fees), claims, demands and actions arising from or related to any breach of this Agreement or any misuse of the Service or Equipment (whether or not supplied by HTL online).

   • 8.7. We shall not be liable to you for any loss or damage due to any cause beyond our reasonable control such as failure or shortage of power supplies, acts or omissions of other communications providers, compliance with any law or court order, acts or omissions of local or central government or other competent authorities.
     We shall not be in breach of this Agreement for any delay or failure in performance if such delay or failure is due to a cause beyond our reasonable control.

9. Privacy

   We comply with all applicable data protection laws in the UK and our current Privacy Policy is published at www.HTL online.co.uk. By entering into this Agreement you confirm that you have read and understood our Privacy Policy and you agree to us using your data as outlined in our Privacy Policy.

10. Intellectual Property

    All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of HTL online are and shall remain the exclusive property of HTL online throughout the world. Nothing in this Agreement shall grant you the right or licence to use such marks.

11. General

    • 11.1. If we fail to enforce a right under this Agreement, that failure will not prevent us from enforcing other rights, or the same type of right on a later occasion.

    • 11.2. If a clause or condition of this Agreement is not legally effective, the remainder of this Agreement shall be effective. We can replace any clause or condition that is not legally effective with a clause or condition of similar meaning.

    • 11.3. Except as provided in clause 9, nothing in this Agreement confers on any third party any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

    • 11.4. You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent.

    • 11.5. The survival of the clauses is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding termination or expiry of this Agreement.

    • 11.6. This Agreement represents the entire Agreement and understanding between us in relation to the subject matter hereof and supersedes all prior understandings and representations, whether written or oral. This clause shall not affect the parties' rights and remedies in respect of any fraudulent misrepresentation.

    • 11.7. This Agreement is governed by the laws of the Federal Republic of Germany except for regulations regarding consumer protection. Consumer protection shall be regulated according to the laws of the United Kingdom. The parties submit to the exclusive jurisdiction of the German Courts to the extent this is permissible.

    • 11.8. Our Service may not be used from the USA or through US citizens.

Back to top

HTLonline Ltd Serviced Cloud Terms and Conditions

HTL Serviced Cloud provides businesses with a Cloud based service which enables end users to access all of their files, applications and emails remotely through a web browser, internet enabled PC or smart phone.

1. Introduction

   By using Thin Client RDS technology HTL Serviced Cloud provides a browser accessible Hosted Desktop service that enables end users to access a pool of Remote Apps with Microsoft Office Professional 2010 installed.

   Hosted Desktop provides a fully customised working environment with a range of software applications available in the Cloud rather than using local infrastructure. The Serviced Cloud data and applications are stored centrally within the infrastructure of a secure Tier 3+ UK data centre.

   Functionality

   • Microsoft Office 2010 (Word, Excel, Outlook, PowerPoint and Publisher)
   • File Storage, Mobile Access, Print Anywhere, Digital Audio
   • Internet Explorer 9
   • Anti-Virus (mail and desktop) and Anti-Spam
   • Adobe Reader, Microsoft Silverlight, Flash and Java supported
   • 24 x 365 UK based telephone and online IT support
   • Enable remote working. On-demand secure access. High availability
   • 128-bit encryption, SSL certificates and individual password authentication
   • 99% of applications supported – CRM, Sage & ACT for example
   • Data Import *Chargeable

2. Administration

   Administrator Support is provided through the web-based “HTL Serviced Cloud Control Panel” self-service portal http://selfservice.servicedcloud.com. Individual users may use the portal to reset their own passwords.

   In addition customers may contact HTL Serviced Cloud to:

   • Set up a new user
   • Disable a user
   • Change folder permissions (read / write / modify) for each and every folder on the shared drive

3. Change Control

   A number of changes can be made via HTL Serviced Cloud. Changes that are treated as change requests rather than support incidents and are therefore chargeable, include but are not limited.

   • Addition of a new published app
   • Addition of a new app server
   • A change in specification to an app server
   • An upgrade to an app server
   • The import of end customer data
   • The export of end customer data

4. Additional Applications (“Apps”)

   “Additional Apps” mean applications other than (a) Microsoft Office Professional or (b) other applications which are accessible from the Remote Apps Website. Additional Apps may be made available to customers.

   Additional Apps and the service levels in respect of such Apps are defined by the following three categories:

   1. “On-demand Apps”

      On-demand Apps are applications that are already set up and hosted by HTL Serviced Cloud and which can be made available to customers “on-demand” via a support request to the HTL Serviced Cloud support desk.

      The number of On-demand Apps will change during the term of the License Agreement as more and more applications are made available on-demand. Present examples of On-demand Apps include Microsoft Visio and Microsoft Project. On- demand Apps are charged on a per-user, per-month, per-App basis. There is no set up fee for enabling an On-demand App.

   2. “Browser Accessible Apps”

      Browser accessible Apps are applications that are hosted by third parties and which are accessed by an end user through a web browser.

      The web browser requirements for such applications are defined by the vendor and may include a plug-in requirement for either the web browser or Microsoft Outlook or other Microsoft Office application.

      Browser Accessible Apps are accessed via the web browser and/or Microsoft Outlook/Office functionality within RDS, subject only to any plug-in requirements as stated in this Servcie Description.

      Provided that a plug-in is not required there is no additional charge for a Browser Accessible App and no service is required by HTL Serviced Cloud because such Browser Accessible Apps are hosted and supported by external third parties.

   3. “Published Apps”

      These are Apps that are hosted by HTL Serviced Cloud on dedicated servers, virtualised or otherwise, and published using RDS to end users. Published Apps will incur App server charges with the charges dependent upon the hosting infrastructure required to host the Published Apps.

5. HTL Serviced Cloud’s responsibilities in respect of Browser Accessible Apps

   In respect of Browser Accessible Apps HTL Serviced Cloud’s sole responsibilities are determined by whether a web browser or Outlook plug-in is required.

   Where a browser plug-in is required, HTL Serviced Cloud will advise whether it is part of the current Hosted Desktop service or whether a bespoke plug-in needs to be hosted and made available. If the web browser plug-in is not part of the standard Hosted Desktop platform at the time of requirement, a dedicated app server (likely to be virtualised) will be necessary and HTL Serviced Cloud will be responsible for providing the server and hosting infrastructure necessary to host the bespoke plug-in. The customer will be responsible for communicating with HTL Serviced Cloud as to the name, version and source of the plug-in required.

   The customer will be responsible for providing confirmation to HTL Serviced Cloud that any third party software licensing in respect of the plug-in are being complied with by hosting their software as part of the Serviced Cloud Service, and the Customer will be asked for written confirmation of such compliance including any license key(s) that may be required.

   Standard charges in accordance with the License Agreement will be applied for the set-up, testing and on-going hosting of the server(s) necessary to the web browser plug-in.

   Once HTL Serviced Cloud has installed the plug-in the Customer will be asked to test the functionality of the Browser Accessible App and will be required to confirm to HTL Serviced Cloud that it is working correctly.

   Where a plug-in is required for Microsoft Outlook or other Microsoft Office application, a dedicated App server (likely to be virtualised) will be necessary and HTL Serviced Cloud will be responsible for providing the server and hosting infrastructure necessary to host a version of Microsoft Outlook or Office that can be configured to accommodate the plug-in.

   Standard charges in accordance with the License Agreement will be applied for the set-up, testing and on-going hosting of the server(s) necessary to host a version of Microsoft Outlook or Office that is configured to support the required plug-in.

6. Security

   HTL Serviced Cloud Hosted Desktop service is delivered from an ISO27001 accredited data centre, which includes multiple internet feeds with automatic BGP redundancy, uninterruptable power supplies, fire suppression systems and 24/7 manned security.

   The architecture is optimised for performance, non-disruptive maintenance and service reliability providing the highest availability and maximum data security. The high end storage equipment is located in a physically secured data centre, and extensive SLA with the data centre guarantees the continuity and maximal uptime of the service.

   HTL Serviced Cloud Hosted Desktop is equipped with robust security technology, including 128-bit AES encryption, and SSL certificates to ensure data is optimally protected.

   The network security at the data centre is fronted by multiple resilient firewalls.

   Security procedures involve advanced monitoring of network traffic, router loading and application behaviour.

   Our state-of-the-art data centres are managed on a 24/7 basis by a dedicated security team to ensure maximum reliability, system redundancy and high fault tolerance.

7. Serviced Cloud Licensing

   The Serviced Cloud Service provides for each end user a license which includes the following:

   • a Windows Remote Desktop Service license
   • a License to use Microsoft Office Professional within the RDS environment
   • a documents storage area for each end user
   • access for each end user to the shared company storage area for saving and retrieving data, subject to folder permissions determined by the authorised administrators of the end customer
   • The hosting of and access to any Additional Applications (as defined herein) where the end user is a member of the security group with permission to access the Additional Apps through their account
   • The storage and back-up of each end customer’s data stored in each end user's documents storage area and on the company shared storage area
   • The licenses for third party software are subject to the usage rights granted by Microsoft.

8. Virus Protection

   Trend Anti Virus services are deployed to protect against spam, phishing, virus and malware attacks. Anti-Virus and Anti-Malware services are deployed throughout the platform, updates are applied every six hours and nightly full scans are carried out.

   The principal of least access is applied at Network, OS and application level to limit the risk of infection or exploit gaining further access into the systems environment. Intrusion Detection Software (IDS) and Intrusion Prevention Software (IPS) is deployed at key points to detect malicious traffic and act as an independent watch guard to suspicious activity.

9. New Customer Set Up

   During new customer set up existing customer data can be imported subject to the following:

   • The customer data that it is to be imported into the Hosted Desktop service for a new customer must be shipped by secure courier to HTL Serviced Cloud’s office
   • HTL Serviced Cloud will take custody and responsibility for the customer data and will upload the data to the Service
   • The Customer Data will be imported as soon as reasonably practical and the time taken is dependent on the amount of data being imported. HTL Serviced Cloud aims to import all new customer data within 96 hours of receipt but this objective may be affected by the volume of data or an alternative timeframe may be agreed with the customer as part of a more detailed implementation plan for a new customer
   • All customer media will be erased and destroyed unless specific arrangements are made by the customer for its retention and collection.

10. Service Term

    HTL Serviced Cloud Hosted Desktop service has a minimum term of 12 months from the date the service is first activated. The service is provided as a pay-as-you-grow model which means not only do you not have the initial capital expenditure and depreciation associated with physical servers but you have the benefit of being able to expand the system as your user base and demand grows.

11. Data Ownership

    At all times the data stored within the HTL Serviced Cloud service is the property of the customer.

    In the case of service termination, by default all customer data will be deleted from the live service infrastructure immediately following the cancellation notice period.

    The customer may download data to their personal computer at any time as part of the Service. If the customer requires HTL to make a copy of the data a fee of £100 per Gb is charged. The client must supply their own storage devices which must have USB connectivity.

    HTL Serviced Cloud takes no responsibility for the content of data uploaded to the HTL Serviced Cloud service.

12. End Customer Data

    The Serviced Cloud Service includes end customer data which is defined as the end customer’s data which is either (a) data stored by each end user in the end user's documents folder, (b) data saved under the end customer’s shared drive and (c) application data stored on any server(s) set up for the end customer’s Apps

    Data stored locally on an end user's PC, laptop or other device (that is not therefore copied up to Serviced Cloud) is not covered by this SLA

    End customer data is stored on a Storage Attached Network and/or storage devices and/or servers and a full back-up is taken once a week.

    In the event that there is a failure during any part of the back-up procedure HTL Serviced Cloud will use reasonable endeavours to re-run a back-up as soon as practical.

    The full back-up of the end customer data is copied to disk attached storage and kept in an alternate datacentre.

    End customer data is retained for a maximum of 2 weeks. The back-up process then overwrites data older than 2 weeks.

    A request to restore data from a back-up must be made by email to This e-mail address is being protected from spambots. You need JavaScript enabled to view it. stating the name of the customer, the name of the end user (if the data relates to a specific end user) and the name of the file(s) or folder(s) that need restoring.

    Provided data is available for restoration in accordance with the data retention policy set out in this SLA, data will be restored within the time frames set out in the table below.

    Data restoration is done within 1 business day and costs £200

13. Guaranteed Service Level Agreement

    All service level guarantees are based on service monitoring data collected over whole calendar months.

    Service Availability for all Serviced Cloud services will be available for a guaranteed 99.9%:

    In calculating Service Availability the following pre-requisites and assumptions are made:

    • The user has internet access that enables them to browse to any website address;
    • The user has at least 80kbps to 100kbps of uncontended upstream bandwidth and also has synchronous downstream.

    HTL Serviced Cloud aims to achieve the highest level of end user satisfaction and shall use reasonable care and skill when providing services but does not guarantee that the services shall be continually available to the customer. There may be occasions when services are disrupted through an error or act of the customer or another third party or, circumstances outside the reasonable control of HTL (“Service Disruption”).

    Service Credits 

    Each service credit means a credit equal to 10% of the monthly fee for the users affected by the breach of service availability.  Service availability is guaranteed at 99.9%. For example, if the customer has 100 end users but only 10 are affected by a service availability issue then the service credit will be 10% of the monthly fee relating to those 10 end users affected and not the whole 100 end users. A service credit is not cash but a credit against existing or future fees for the service(s) purchased by the customer. A service credit will only be given if the customer follows the procedure set out herein.    

    Events giving rise to Service Credits  

    A service credit will be granted if  there is a proven breach of the service availability guarantee and the customer has provided a written request for a service credit to This e-mail address is being protected from spambots. You need JavaScript enabled to view it. within 7 days of the month end in which the breach of service availability has occurred.  

    Multiple breaches 

    Each breach of this SLA gives rise to a single service credit. If there are multiple breaches in a month the maximum service credit will be 100% of the fees charged to the customer affected. Therefore if there are more than 10 breaches in any given month the maximum service credit and compensation will be the full monthly fees charged in respect of the affected customer or end users.   

14. Support

    • The service is supported 24/7 via telephone for all severities.
    • Severity 1 incidents, as defined by the Service Level Agreement, will be progressed 24/7.
    • Severity 2, 3 and 4 incidents will be progress during Core Hours of business.
    • Access to Administrator Support is for two named Company Administrators per customer account

15. Support Hours

    Core Hours: 09:00 hrs. to 17:00 hrs GMT time zone, excluding weekends and UK Public Holidays

16. Customer Responsibility

    The customer must ensure that no unauthorised or un-licenced software program, game, or other application is installed or attempted to be installed on Hosted Desktop;

    HTL Serviced Cloud Acceptable Usage Policy (AUP).
    • The customer must not download or install or attempt download or install of any content or application or program that is illegal or immoral
    • The customer must not download or install or attempt to download or install any third party application without the express written authorisation of HTL Serviced Cloud
    • The customer must not interfere with the configuration of the machines being supported, any network equipment used by HTL Serviced Cloud to provide the Network Infrastructure Services or any servers used to provide the services
    • HTL Serviced Cloud may suspend the service immediately and without notice to the customer in its sole discretion if in HTL Serviced Cloud’s opinion the customers has knowingly, recklessly or negligently permitted any breach of the Acceptable Usage Policy, or if it receives any complaint that unsolicited email has been transmitted by the customer, or by the customer’s agents or customers, or if any material hosted on the customer's website(s) or server(s) (in respect of which HTL Serviced Cloud is providing a hosting service) may be unlawful, harmful or defamatory.

    The HTL Serviced Cloud service is a powerful, secure and simple to use solution that scales from single users to large enterprises. The service infrastructure is built to Enterprise standards and scales to tens of thousands of users and terabytes of data. Businesses are able to enjoy the benefits of an enterprise-grade email system without the hassle and upfront costs of purchasing and maintaining a server.

    Delivered as a fully managed service you will never have to worry about accessing your applications, emails or files ever again. With a guaranteed service level and predictable monthly per user costs the service provides, a known total cost of ownership for your business needs.