Terms of Service

1. Definitions

Agreement: the agreement between CLIENT and iServerHost, including the Order, these TOS and the applicable Appendices on the basis of which iServerHost provides Services to Customer.
Appendices: our Service Level Agreement (“SLA”), Acceptable Use Policy (“AUP”), and Data Processing Agreement (“DPA”), and any other appendix mutually agreed upon by the Parties.
Confidential Information: all information, written or oral, that is explicitly regarded as confidential by iServerHost and/or CLIENT or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure.
Client: the legal person or natural person acting as professional entering into an Agreement with iServerHost.
Data Center: a data center out of which or within which iServerHost provides the Services.
End-users: customers of iServerHost’s CLIENTS or other users of Customer’s own services.
iServerHost LLC: IFSC/200/LLC 2003/23, International Corporate Services Limited, 3301 Chetumal Street, Belize City, Belize.
Order: means the formal acceptance by the CLIENT of the Quote offered by iServerHost. CLIENT may initiate this Order through the electronic ordering system available on https://iserverhost.com.
Party or Parties: iServerHost, CLIENT or both.
Quote: means any offer, quote, proposal and/or a tender bid made by iServerHost to CLIENT specifying Services and other pertinent information.
Services: the services provided by iServerHost to CLIENT as defined and mutually agreed upon in the Order.
TOS: these Terms of Service, including the Appendices that apply on all Quotes, Orders and other agreements between iServerHost and CLIENT.
Work: the provision of Services, without any relationship of subordination and employment or contracting of work.

2. Applicability of the TOS

1. The TOS are applicable to each Quote, Order, and agreement between iServerHost and CLIENT. CLIENT unconditionally accepts the applicability of these TOS.
2. The applicability of conditions of CLIENT is explicitly excluded.
3. Any departures from these TOS are only applicable insofar as explicitly agreed upon in writing by iServerHost and only apply to the specific agreement to which the departures relate.

3. Formation of the Agreement

1. Formation of the Agreement:
a. with online Orders: upon the CLIENT's utilization of the electronic ordering system on iServerHost’s website, an Agreement is constituted when iServerHost sends a confirmation of the Order to the CLIENT;
b. with signed Order: an Agreement may be formed when both Parties execute a signed document that acknowledges and accepts the terms of the Order; or
c. written approval: alternatively, an Agreement is constituted upon the CLIENT's written approval through communication with iServerHost when CLIENT accepts the terms of the Order via electronic communication channels. 'Written approval' includes communication by, and approval via, electronic communication channels.
2. By proceeding with the conclusion of an Order, the CLIENT assures their legal capability and authority to enter into the Agreement, binding the entity they represent to the stipulated terms.
3. All Quotes are based on the information provided by CLIENT. If the aforesaid information appears to be incorrect or incomplete, CLIENT will be unable to derive any rights from an (accepted) Quote.
4. iServerHost is not obliged to abide by its Quote if CLIENT can reasonably understand that the Quote, or parts thereof, contains an apparent error or mistake. iServerHost shall be entitled to terminate or refuse an Order by giving written notice to CLIENT within seven (7) days of receiving such Order.
5. CLIENT is not entitled to sell and/or transfer the rights and/or obligations under the Agreement to a third-party without the prior written consent of iServerHost.
6. iServerHost is entitled to transfer its rights and obligations under the Agreement to a third-party without CLIENT’s permission.

4. Execution of the Agreement

1. All Services are provided based on a best-effort obligation, unless and insofar as iServerHost has explicitly guaranteed a result in the Agreement.
2. If and insofar as required by proper execution of the Agreement, iServerHost is entitled to have specific work carried out by auxiliary personnel and third-parties. If engaging a third-party, iServerHost will exercise due care.
3. CLIENT will ensure that all information concerning which iServerHost indicates that it is required or concerning which CLIENT can reasonably understand that it is required for the execution of the Agreement is made available to iServerHost in time. The execution term does not commence until CLIENT has made the aforementioned information available to iServerHost.
4. CLIENT bears the risk of selecting, using, applying and managing the equipment, software, websites, data files, and other items and materials in its organization and the Services to be provided by iServerHost.
5. CLIENT is responsible for the correct installation and settings of the equipment, software, websites, data files, and other items and materials, unless otherwise agreed in writing.
6. CLIENT is responsible for the correct choice of computer, data, and telecommunications facilities, including internet resources needed and full availability thereof, except for those under the direct use and management of iServerHost.
7. iServerHost will never be liable for losses or costs due to transmission errors, breakdowns, or the non-availability of these facilities unless CLIENT proves that these losses or expenses result from willful intent or gross negligence on the part of iServerHost or its management.
8. All costs to be incurred by iServerHost due to failure by CLIENT to fulfill the obligations as stated in this article, or failure to do so promptly and/or properly, will be at the expense of CLIENT.

5. Delivery and Risk

1. iServerHost reserves the right to reject the Order by giving written notice to Customer, within seven (7) days of receiving such Order upon its sole discretion, if CLIENT does not pass iServerHost's Know Your Customer (KYC) verification requirements.
2. All (delivery) terms and dates given or agreed by iServerHost are, to the best of its knowledge, based on the information known at the time the Agreement was concluded. The interim (delivery) dates given by iServerHost or agreed between Parties are always target dates, do not bind iServerHost and are provided for indicative purposes only.
3. iServerHost will make every reasonable effort to honor the agreed and target (delivery) terms and dates as much as possible. iServerHost is not bound by target (delivery) terms and dates, which can no longer be honored due to circumstances beyond its control.
4. The mere failure to honor a target (delivery) term or date, given by iServerHost or agreed between Parties, does not imply that iServerHost is in default.
5. In all cases – even if Parties have agreed on deadlines and strict delivery periods or dates – iServerHost is only in default because of a term or period of time being exceeded after CLIENT has served iServerHost with a written notice of default and has set a reasonable period of time for remedy, and this period has passed.

6. Know Your Customer (KYC)

1. The delivery of Services by iServerHost to CLIENT and therefore the execution of the Agreement is subject to Know Your Customer (KYC) verification requirements by iServerHost in its sole discretion as a condition for the acceptance process outlined in Clause 5.1.
2. CLIENT is obliged to comply with the KYC requirements set by iServerHost at all times. Should there be any changes in CLIENT's business operations during the term of the Agreement that CLIENT suspects will have any impact on the KYC requirements as set by iServerHost, CLIENT shall notify iServerHost immediately in writing. CLIENT shall keep the information necessary for the KYC requirements updated at all times.

7. Prices and Payment

1. For the use of the Services, CLIENT shall pay a recurring service charge to iServerHost, as specified in the Quote (“Service Charges”). In addition, iServerHost may charge CLIENT non-recurring charges, as specified in the Quote.
2. All prices are exclusive of VAT, and exclusive of third-party (e.g., bank and payment provider) transaction fees, and any other taxes or duties to be levied. All prices are at all times stated in USD unless otherwise agreed.
3. All cost estimates and budgets by iServerHost are indicative only, unless expressed otherwise in writing. CLIENT can never derive rights or expectations from such estimates.
4. iServerHost has the right to change the rates charged to CLIENT. CLIENT will be notified of these changes by email and/or on https://iserverhost.com, at least one (1) month before they take effect. CLIENT may terminate the Agreement if the change represents a price increase.
5. iServerHost reserves the right to index Service Charges annually. The termination option in the event of a rate increase does not apply in the case of indexation.
6. The payment obligation commences on the day the Agreement is concluded. Payments relate to the period starting on the date Services become actually available (“Ready for Service Date” or “RFS date”).
7. The RFS date should be confirmed by iServerHost.
8. Payment must be made within fourteen (14) days of the invoice date (“Payment Term”), in a manner designated by iServerHost.
9. In the event of direct debit, CLIENT must ensure sufficient account balance.
10. Any invoice complaints must be submitted in writing to iServerHost within the Payment Term. Valid complaints must specify the relevant invoice(s). Parties will then attempt to resolve within fourteen (14) days.
11. If CLIENT fails to pay an invoice on time, it will be in default automatically. iServerHost shall charge statutory interest plus two (2) percent daily, without prejudice to other rights.
12. All costs incurred by iServerHost to collect overdue payments will be at CLIENT’s expense, including legal fees.
13. CLIENT is never entitled to set off any amounts owed. Objections to an invoice do not suspend payment obligations.

8. Term and Termination of Agreements

1. The Agreement enters into force upon the conclusion of the Agreement (“Effective Date”). Any agreement signed and executed between Parties before the Effective Date will expire once the Agreement comes into force.
2. The Agreement is entered into for a fixed period as specified in the Order (“Initial Term”), unless otherwise agreed.
3. At the end of the Term, the Agreement shall renew for successive terms equal to the Initial Term (“Renewed Term”), unless either Party provides written notice of non-renewal within the required notice period:
a. One (1) business day, if the Term is one (1) month or longer;
b. One (1) calendar month, if the Term is twelve (12) months or longer.
4. A fixed-term Agreement cannot be terminated prematurely, except as specified herein.
5. If CLIENT terminates prematurely, CLIENT remains obligated to pay the agreed fees in full.
6. If iServerHost suspends obligations due to non-payment, it may levy a fee of 15% of the outstanding invoice amount in addition to interest and the outstanding amount, to reactivate services.
7. If delays are caused by CLIENT or by Force Majeure on CLIENT’s part, iServerHost is entitled to charge the agreed amount in full and may seek additional compensation.
8. Upon termination:
a. iServerHost shall cease all Services;
b. Subject to applicable law, iServerHost may erase CLIENT and End-user data;
c. Equipment may be made available for other CLIENTS;
d. All claims of iServerHost become immediately due;
e. CLIENT is not eligible for any refund.
9. If iServerHost terminates CLIENT’s Services during the Term due to violation of the Acceptable Use Policy, CLIENT shall pay liquidated damages equal to 100% of the Service Charges due for the remainder of the Term (“Termination Charge”).
10. CLIENT shall pay the Termination Charge within five (5) business days of termination. This does not limit iServerHost’s right to pursue other remedies.
11. If terminated due to AUP violations, CLIENT is not eligible for any refund.

9. Liability

1. If CLIENT provides incorrect or incomplete information, iServerHost will not be liable for resulting damage.
2. iServerHost can only be held liable for direct damage, not indirect or consequential damages (including lost profits, business interruptions, data loss, goodwill, etc.).
3. CLIENT is responsible for making backups. iServerHost cannot be held liable for data corruption, destruction, or loss.
4. Liability only arises if CLIENT gives iServerHost immediate written notice of default and a reasonable period to remedy.
5. CLIENT must notify iServerHost of any irregularity within one (1) month of identifying it. Failure to notify voids any claim.
6. If iServerHost is liable, liability is limited to the insurance payout, or if none, to the total fees paid by CLIENT in the three months prior to the event.
7. Nothing excludes or limits liability where prohibited by law, including in cases of gross negligence or wilful misconduct.

10. Force Majeure

1. If a Force Majeure Event causes failure or delay in either Party’s obligations, the affected Party shall notify the other promptly. “Force Majeure” includes events beyond reasonable control (e.g. supplier failures, defects in third-party hardware/software, government actions, power/internet failures, cybercrime, vandalism, war, terrorism, transport issues, etc.).
2. iServerHost may suspend Services for the duration of the Force Majeure Event and is not liable for damages or refunds.
3. If a Force Majeure Event lasts more than sixty (60) days, either Party may terminate the Agreement in writing. All that has already been performed will be paid proportionally, with no further obligations by either Party.

11. Complaints

1. Notwithstanding complaints on invoices, any complaints, whether in respect of Services provided and/or Work completed and/or matters such as invoice amounts, must be submitted, in writing or by email, to iServerHost within seven (7) days after the event causing the complaint took place, providing an accurate breakdown of the facts to which the complaint relates.
2. Complaints that are submitted but do not meet the above conditions are not processed and the CLIENT will be deemed to have approved and accepted the delivery of Services.
3. Submitting a complaint does not give CLIENT the right to suspend the fulfilment of its obligations towards iServerHost.
4. iServerHost will only be obliged to process complaints if, at the time of submitting its complaint, the relevant CLIENT has fulfilled all its obligations towards iServerHost arising from any commitment between CLIENT and iServerHost.

12. Suspension of Services

1. iServerHost is entitled to suspend the supply of any of the Services upon written notice to CLIENT if one of the following occurs:
a. CLIENT fails to fulfil its obligations under the Agreement, or fails to do so in full or in time;
b. CLIENT violates the Acceptable Use Policy (“AUP”) and does not take timely remedial action after receiving a notice from iServerHost;
c. after conclusion of the Agreement, iServerHost, on the basis of information it has become aware of, has good reason to fear that CLIENT will not be able to fulfil its obligations;
d. due to delays on the part of CLIENT, iServerHost can no longer reasonably be required to perform the Agreement under the conditions initially agreed;
e. iServerHost obtains a court order, judgment, or other official document to that effect from any governmental or law-enforcement authority;
f. CLIENT has neglected to keep up with the necessary licences, permissions, and authorisations to use the Services and has failed to correct this within seven (7) days after receiving written notification;
g. CLIENT or an End-user exported or used the Services in a country that is listed on a sanctions list under international law; and/or
h. iServerHost has reasonable doubts that changes in CLIENT’s business operations will impact KYC requirements and CLIENT has not notified iServerHost.

13. Confidentiality and Personnel

1. Parties acknowledge that, in connection with this Agreement, each Party (the “Receiving Party”) may obtain Confidential Information of the other Party (the “Disclosing Party”). Such Confidential Information will not be used or disclosed by the Receiving Party except as specifically authorised in writing, or as necessary to perform the Services.
2. Confidential Information will in all cases be considered confidential if any one of the Parties indicates it as such.
3. In no event shall CLIENT use iServerHost’s Confidential Information to reverse engineer or otherwise develop products or services functionally equivalent to the Services of iServerHost.
4. The foregoing obligations shall survive any termination or expiry of this Agreement.
5. During the term of the Agreement, as well as up to one (1) year after termination, neither Party will hire or employ personnel from the other Party, unless the other Party has granted its prior written approval.

14. Intellectual Property and Penalty

1. Subject to Clause 14.3 below, CLIENT will continue to own all rights to designs, programmes, documentation and other material developed and/or used for the preparation or implementation of the Agreement that were in existence and owned by CLIENT before the Effective Date.
2. Subject to Clause 14.3 below, iServerHost will continue to own all rights to products and/or services, designs, programmes, documentation and other material developed and/or used for the preparation or implementation of the Agreement that: (a) were in existence and owned by iServerHost before the Effective Date; or (b) were made or discovered by iServerHost after the Effective Date.
3. CLIENT hereby grants to iServerHost a non-exclusive, royalty-free, unlimited licence, during the term of the Agreement, to use CLIENT materials, as referred to in Clause 14.1, as necessary for performing the Services under this Agreement.
4. Violation of Articles 13 and 14 of the TOS will result in CLIENT being liable to pay a penalty of €5,000 (five thousand Euros) for each offence and/or for each day or part thereof that CLIENT remains in default, without prejudice to the remaining rights that iServerHost may exercise.

15. Privacy and Data Protection

1. CLIENT and iServerHost shall process personal data in compliance with all applicable data-protection laws and regulations, including but not limited to the General Data Protection Regulation (2016/679/EU) (“GDPR”), the ePrivacy Directive (2002/58/EC) and any local implementations thereof, and Parties agree to co-operate to fulfil their respective obligations in this regard.
2. To the extent iServerHost processes personal data as a ‘data processor’ on behalf of CLIENT, acting either as ‘data controller’ or ‘data processor’ within the meaning of applicable data-protection laws, Parties agree to enter into and execute the DPA (Appendix 3).
3. To the extent the DPA is not applicable, Appendix 3.1 (Security Measures) remains in full force and effect as a stand-alone Appendix to this Agreement, except for obligations specifically aimed at protecting and securing ‘personal data’ as defined by applicable data-protection laws.

16. Notice and Action

1. At all times, CLIENT acts with due care in compliance with the AUP and does not act unlawfully vis-à-vis third parties, in particular by respecting the intellectual-property rights and other rights of third parties and their privacy; by refraining from spreading information in a manner that is in violation of the law or the AUP; from granting unauthorised access to systems; from spreading malware; and by refraining from committing criminal offences and violating any other legal obligations.
2. To prevent liability to third parties or limit the consequences, iServerHost is entitled to take measures with respect to an act or omission of CLIENT’s. At iServerHost’s first written request, CLIENT promptly removes data and/or information from iServerHost’s systems. If CLIENT fails to do so, iServerHost is entitled, at its own option, to delete the data and/or information itself or to make access to the data and/or information impossible. In addition, in the event of a breach or an imminent breach of Clause 16.1, iServerHost is entitled to deny CLIENT access to iServerHost’s systems with immediate effect and without prior notice. This is without prejudice to iServerHost taking any other measures or exercising any other rights with respect to CLIENT. iServerHost is also entitled in this case to terminate the Agreement with immediate effect without being liable to CLIENT for doing so.
3. iServerHost may be ordered by a judicial or administrative authority to act (immediately) against illegal content or provide information about CLIENT. Unless prohibited by law, iServerHost shall inform CLIENT of such an order and provide information on iServerHost’s response to it.
4. iServerHost cannot reasonably be expected to form an opinion on the validity of the claims of third parties, or of CLIENT’s defence in this regard, or to become involved in any dispute between a third party and iServerHost, to the extent permitted by applicable law. CLIENT shall deal with the relevant third party in this matter and shall inform iServerHost in writing of this dispute, properly substantiated and supported by documents.

17. Order Adjustment and Cancellation Procedure

1. CLIENT may submit Order modification and/or cancellation requests via email or through https://iserverhost.com.
2. CLIENT may request to upscale the Services at any time, subject to availability, acceptance by iServerHost and any additional costs.
3. For downgrading and/or cancelling Services during an Agreement with a term of twelve (12) months or longer, CLIENT must submit the request at least one (1) month in advance.
4. For Agreements with a term of one (1) month, CLIENT may request to downscale and/or cancel the Services. CLIENT must provide a written downscaling and/or cancellation request via email or via https://iserverhost.com at least one (1) business day before the end of the billing cycle for the change to be effective in the subsequent billing cycle.
5. All modification requests are subject to iServerHost’s sole discretion for acceptance.
6. A modification request is valid only upon formal confirmation and update of the Order by iServerHost.

18. Indemnification

1. CLIENT shall indemnify and hold harmless iServerHost from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable solicitors’ fees) arising out of or related to: (i) the use of the Services by CLIENT or any End-user; (ii) any intentional or negligent act or omission by CLIENT; (iii) any breach of the Agreement by CLIENT; and (iv) any material or data stored or transmitted using the Services by CLIENT or any End-user.
2. CLIENT shall promptly notify iServerHost of any third-party claim referenced above and shall provide iServerHost with all necessary assistance, information, and authorisation to evaluate and defend such claim. CLIENT shall bear all reasonable costs and expenses incurred by iServerHost in connection with the defence, settlement, or payment of any such third-party claims. CLIENT shall also take all reasonable steps to mitigate losses and facilitate the settlement or defence of any such claims, at CLIENT’s own expense.

19. Assignment and Subcontracting

1. iServerHost is allowed to subcontract its obligations under the Agreement to third parties at its sole discretion without prior notice, provided that iServerHost remains liable for the performance of the subcontracted obligations.
2. All iServerHost obligations pursuant to the Agreement are equally applicable to any subcontractor used by iServerHost. iServerHost will be responsible for the operations performed by such subcontractor, including its compliance with the Agreement and legal obligations.

20. Miscellaneous

1. Each Party warrants its power to enter into the Agreement and has obtained all necessary approvals to do so.
2. The invalidity or unenforceability of any provision of the Agreement shall not affect any other provisions of the Agreement, unless any such provision is inextricably linked to the invalid or unenforceable provision. Any invalid or unenforceable provision shall be replaced, or insofar as possible under applicable law deemed to be replaced, by a valid and enforceable provision which differs as little as possible from the invalid or unenforceable provision and reflects the intent thereof.
3. iServerHost is entitled to directly and indirectly, in whole or in part, by operation of law or otherwise, assign or transfer this Agreement or delegate any of its obligations under this Agreement.

21. Governing Law

1. The laws applicable to iServerHost’s contracting entity govern the Agreement and all matters arising therefrom or connected therewith.
2. The competent courts with jurisdiction over iServerHost’s contracting entity shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with the Agreement or other agreements or other legal relationships resulting therefrom.
3. iServerHost is entitled to unilaterally amend (part of) the Agreement and its supporting documentation and CLIENT will be notified of any significant changes. Such amendment also applies to existing Services, unless stated otherwise. The amendment comes into effect on the date stated in the announcement. The latest version of the TOS applies to the relationship between iServerHost and CLIENT.

22. Contact iServerHost

For any questions regarding this document, please contact:
[email protected]