Terms & Conditions

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General Terms of Service

1. THE HOSTING SERVICES AGREEMENT

The Hosting Services Agreement incorporates the following documents by reference: (i) the Services Description that describes the Services you are buying and related fees; (ii) these General Terms and Conditions containing the general terms and conditions applicable to all Services; (iii) the specific Product Terms and Conditions containing the additional terms for the particular Hosting Services you are buying; (iv) the Acceptable Use Policy; and (v) if your Hosted System will be provided from data centres located both in the India and one or more non-U.K. jurisdictions, the Country Specific Terms that may be applicable in those jurisdictions. When we use the term “Hosting Services Agreement” or “Agreement” in any of these documents, we are referring collectively to all of them. The Agreement is effective as of the date of the email sent to you confirming acceptance of your order or the date you accept the Agreement as part of Alanture’s online order process.

2. DEFINED TERMS

Some words used in the Agreement have particular meanings:

“Acceptable Use Policy” or “AUP” means the Alanture Acceptable Use Policy posted at http://www.alanture.co.in/terms as of the date you sign the Agreement.

“Affiliate” means a subsidiary or holding company of either party to this Agreement and any subsidiary of such holding company (where “holding company” and “subsidiary” have the meanings set out in section 1159 of the Companies Act 2006).

“Business Day” or “Business Hours” means 10:00 a.m. – 6:00 p.m. Monday through Friday, excluding public holidays in the India.

“Confidential Information” means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) for you, all information transmitted to or from, or stored on, your Hosted System, (ii) for Alanture, unpublished prices and other terms of service, audit and security reports, product development plans, solution diagrams, data centre designs (including non-graphic information you may observe on a tour of a data centre), and other proprietary information or technology, and (iii) for both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is independently developed by one of us, without reference to the other’s Confidential Information, or that becomes available to one of us other than through breach of the Agreement or applicable law, shall not be “Confidential Information” of the other party.

“Country Specific Terms” means the addendum or addenda that may be incorporated into your Hosting Services Agreement if a portion of your Services are to be provided from a non-Indian jurisdiction for which we have special legal terms.

“Hosted System” means a combination of hardware, software and networking elements that comprise an information technology system. Depending on the Services you are buying, the Hosted System may consist of a dedicated system for your use only, or the right to use certain parts of a shared system that Alanture maintains for many customers, or a combination of some dedicated elements and some shared elements.

“Hosting Services” means: (i) Alanture’s provision for your use of the Hosted System described in the Services Description, and (ii) Support.

“Product Terms and Conditions” means the terms and conditions for the particular Hosting Services you are buying.

“Services Description” means a written description of the Hosted System and/or Supplementary Services you are buying from Alanture, and related fees, that is incorporated by reference in the Agreement,

including any “plan” or other name given to a Services description that you submit to Alanture as part of an online order process.

“Service Level Guarantee(s)” means (i) a guarantee or guarantees identified as a “Service Level Guarantee” or “Service Level Guarantees” in the applicable Product Terms and Conditions or (ii) any provision which provides a specified credit or financial remedy for an identified failure to deliver or provide the Services.

“Services” means Hosting Services and Supplementary Services, collectively.

“Supplementary Services” means those Services you purchase from Alanture other than the Hosting Services, including time and materials based professional or consulting services (such as database administration or “DBA” services), one-time or non-recurring services which are not part of the existing Support (such as support for the application that you operate on your Hosted System), and any other services identified as “Supplementary Services” on the applicable Services Description.

“Support” has the meaning stated in the applicable Product Terms and Conditions.

3. OUR OBLIGATIONS

Alanture’s obligation to begin providing Services is contingent on your satisfaction of Alanture’s credit approval criteria. The order hosting/product service will be processed in the next 24 - 48 hours depending on the requested made at that particular time. Alanture will provide the Hosting Services in accordance with the Services Description, the Service Level Guarantees, and other specifications in this Agreement. Alanture will perform any Supplementary Services in a good and professional manner. Alanture will maintain security practices that are at least as stringent as the minimum security practices described at, and will provide the specific security services described in your Services Description. Alanture will perform all Services in accordance with applicable law.

4. YOUR OBLIGATIONS

You must use reasonable security precautions in connection with your use of the Services. You must comply with the laws applicable to your use of the Services and with the Acceptable Use Policy. You must cooperate with Alanture’s reasonable investigation of Service outages, security problems, and any suspected breach of the Agreement. You must pay when due the fees for the Services stated in the Services Description or other agreement between us. If there is a dispute with respect to any portion of an invoice, you shall pay the undisputed portion of the fees promptly and provide written details specifying the basis of any dispute. Each of us agrees to work together to promptly resolve any disputes.

5. PROMISES WE DO NOT MAKE

5.1  We do not promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information and property.

5.2  We disclaim any and all warranties not expressly stated in the Agreement to the maximum extent permitted by law, including the implied warranties relating to satisfactory quality and fitness for a particular purpose. You are solely responsible for the suitability of the services chosen. Any services that we are not contractually obligated to provide but that we may perform for you at your request and without any additional charge are provided on an ‘AS IS’ basis.

5.3  We do not have knowledge of the data you store within your Hosted System, including the quantity, value or use of the data. You are therefore responsible to take all reasonable steps to mitigate the risks inherent in the provision of the Services, including loss of your data, including any PII (as defined in the applicable Product Terms and Conditions) or “cardholder data” as that term is defined in the Payment Card Industry-Data Security Standard. The Services that Alanture has agreed to provide to assist you to mitigate such loss (if required) are set out in the Services Description, which may include backup services and geographically redundant servers. Alanture does not promise to back up your data unless you have purchased backup services. If you purchase backup services

Alanture does not promise to retain any data backup(s) for longer than the agreed data retention period as set out in the Services Description. In all events, you release Alanture from liability for loss of data to the extent that the data has changed since the time that we were last required by the Agreement to perform a backup.

5.4  We will provide Support only to your administrative or technical contacts listed on your account. We will not provide support directly to your end users unless specifically agreed in writing.

5.5  Certain Alanture Services are designed to help you comply with various regulatory requirements that may be applicable to you. However, you are responsible for understanding the regulatory requirements applicable to your business and for selecting and using those Services in a manner that complies with the applicable requirements.

6. UNAUTHORISED ACCESS TO YOUR DATA OR USE OF THE SERVICES

Alanture is not responsible to you or any third party for unauthorised access to your data or the unauthorised use of the Services unless the unauthorised access or use results from Alanture’s failure to meet its security obligations stated in Section 3 (Our Obligations) of these General Terms and Conditions or the Services Description. You are responsible for the use of the Services by any employee of yours, any person you authorise to use the Services, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorised by you.

7. TAXES ON SERVICES

7.1 Sales Taxes. Unless otherwise expressly provided in the Agreement or included in the invoice for the services, all amounts due to Alanture under the Agreement are exclusive of any value added, goods, services, sales, use, property, excise and like taxes, import duties and/or applicable levies (collectively, “Tax”). If Alanture is required by law to collect Taxes on the provision of the Service, Alanture will invoice you for such Tax and you must pay Alanture the amount of the Tax that is due or provide Alanture with satisfactory evidence of your exemption from the Tax. The obligation to pay any Taxes that Customer may be required to pay in connection with Customer’s use of Services or Customer’s payment of amounts due to Alanture under the Agreement shall be borne exclusively by Customer. You must provide Alanture with accurate factual and adequate information and documentation (as determined by Alanture), to help Alanture determine if any Tax is due with respect to the provision of the Services.

7.2 Withholding Taxes. All payments to Alanture shall be made without any withholding or deduction for any Taxes, except for any withholding (or similar) taxes imposed on income that may be attributed to Alanture in connection with its provision of the Services that you are legally required to withhold from such payment and remit to the applicable governmental or taxing authority (such taxes, “Local Withholding Taxes”). You agree to timely provide Alanture with adequate and accurate factual information and documentation (as determined by Alanture), including tax receipts, of your payment of any such Local Withholding Taxes. Alanture shall remit such cost to you in the form of a credit on your outstanding account balance following receipt of sufficient evidence of payment of any such Local Withholding Taxes as set forth above.

8. EXPORT MATTERS

You represent and warrant and undertake that you will not possess, use, import, export or resell (and shall not permit the possession, use, importation, exportation, or resale of) the Services or any information or technical data provided by Alanture to you under this Agreement in any manner which would cause Alanture or its Affiliates to breach any applicable export control laws, rules, or regulations of any jurisdiction. Without limitation, you represent and warrant and undertake that you will not provide administrative access to or permit use of the Services by any persons (including any natural person, government or private entity or other form of body corporate) that is located in or is a national of any country that is embargoed or highly restricted under India export laws, rules or regulations.

9. TERMS AND FEES

Your applicable Product Terms and Conditions and Services Description set out your term and renewal information as well as fee and pricing information.

10. SUSPENSION OF SERVICES

10.1  We may suspend Services without liability if:

10.1.1 we reasonably believe that the Services are being used in breach of the Agreement;

10.1.2  you don’t cooperate with our reasonable investigation of any suspected violation of the

Agreement;

10.1.3  there is an attack on your Hosted System or your Hosted System is accessed or

manipulated by a third party without your consent;

10.1.4  we are required by law or a regulatory or government body to suspend your Services; or

10.1.5  there is another event for which we reasonably believe that the suspension of Services is

necessary to protect the Alanture network or our other customers.

10.2  We will give you advance notice of a suspension under this clause of at least twelve (12) Business Hours unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect Alanture or its other customers from imminent and significant operational, legal, or security risk. If your Hosted System is compromised, then you must address the vulnerability prior to Alanture placing the Hosted System back in service or, at your request, we may be able to perform this work for you at our standard hourly rates as a Supplementary Service.

11. TERMINATION FOR BREACH

11.1  You may terminate the Agreement for breach if we:

11.1.1.  materially fail to provide the Services as agreed and do not remedy that failure within ten (10) days of your written notice describing the failure;

11.1.2.  fail to meet The Fanatical Support PromiseTM (subject to the conditions and procedures or

11.1.3.  materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within thirty (30) days of your written notice describing the failure.

11.2  We may terminate the Agreement for breach if:

11.2.1. we discover that the information you provided for the purpose of establishing the Services is materially inaccurate or incomplete;

11.2.2.  the individual signing the Agreement did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer;

11.2.3.  your payment of any invoiced amount is overdue and you do not pay the overdue amount within four (4) Business Days of our written notice;

11.2.4 you have made payment arrangements via credit card or other third party, and the third party refuses to honour our charges;

11.2.5. you fail to comply with any other obligation stated in the Agreement and do not remedy the failure within thirty (30) days of our written notice to you describing the failure;

11.2.6. you contravene Section 8 (Export Matters) of this General Terms and Conditions;
11.2.7. you breach the Export Control section of the AUP;
11.2.8. with the exception of the Export Control section of the AUP for which Sub-Section 11.2.7

applies, you breach any provision of the AUP more than once even if you remedy each

breach; or
11.2.9. your agreement for any other Alanture service is terminated for breach of the acceptable

use policy applicable to that service.

11.3 Either of us may terminate the Agreement with immediate effect on written notice if the other (or we reasonably believe that the other): (i) is unable to pay its debts; or (ii) enters into compulsory or voluntary liquidation; or (iii) compounds with or contravenes a meeting of its creditors; or (iv) has a receiver or manager or an administrator appointed (or an application is made to the court for the

same); or (v) ceases for any reason to carry on business or takes or suffers any similar action which means that it may be unable to pay its debts (“Insolvency Event”).

11.4 Notwithstanding anything to the contrary within the Agreement, the fees for the Services shall become due immediately upon the occurrence of an Insolvency Event.

12. CONFIDENTIAL INFORMATION

12.1 Each of us agrees not to use the other’s Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, as may be required by law, or as set forth below.

Each of us agrees not to disclose the other’s Confidential Information to any third person except as follows:

12.1.1 to each of our respective service providers, employees, Affiliates, suppliers, agents and representatives, provided that such service providers, employees, Affiliates, suppliers, agents or representatives agree to confidentiality measures that are at least as stringent as those stated in this General Terms and Conditions; or

12.1.2.  to a law enforcement or government agency if either of us reasonably believes that the other’s conduct may violate applicable criminal law;

12.1.3.  as required by law; or

12.1.4.  in response to a court order or other compulsory legal process, provided that each of us

agrees to give the other written notice of at least seven (7) days prior to disclosing Confidential Information under this clause (or prompt notice in advance of disclosure, if seven (7) days advance notice is not reasonably feasible), unless the law forbids such notice.