Services Agreement

Webhosting Services Agreement (Terms and Conditions)

This Agreement is made this _____ day of ______________________, between Teknix Systems, having it’s principal place of business at ________________________________ and __________________ having their principal place of business at ________________________. In consideration of __________________ retaining Teknix Systems to conduct an independent webhosting service for __________________ it is agreed as follows:

1) Services

Subject to the terms of this Agreement, and contingent on Customer's satisfaction of Teknix Systems's credit approval requirements, Teknix Systems agrees to provide the web hosting services described in the Order for the fees stated in the Order.

2) Term

The initial service term of the Agreement shall begin on the date that Teknix Systems generates an e-mail message to Customer announcing the activation of the Customer's account (the “ Service Commencement Date ”) and shall continue for the number of months stated in the Order (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for an unlimited successive renewal terms of the same length as the Initial Term (each a “Renewal Term”) unless Teknix Systems or Customer provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the “ Term .”

3) Payments

(a) Fees

Fees are payable in advance on the first day of each billing cycle. Customer's billing cycle shall be quarterly, semi-annual or annually as indicated on the Order, beginning on the Service Commencement Date. Teknix Systems may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorizes Teknix Systems to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise Teknix Systems will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order. Invoiced fees may be issued on or before the 1 st day of each billing cycle, and the fees shall be due on the 14 th day following invoice date, but in no event earlier than the first day of each billing cycle.

Payments must be made in Philippine Peso. Customer is responsible for providing Teknix Systems with changes to billing information (such as credit card expiration, change in billing address.) At its option, Teknix Systems may accrue charges to be made to a credit/debit card until such charges exceed $10.00. Teknix Systems may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. Teknix Systems may suspend the service without notice if payment for the service is overdue. Fees not disputed within sixty (60) days of due date are conclusively deemed accurate. Customer agrees to pay Teknix Systems's reasonable reinstatement fee of $10.00 following a suspension of service for non-payment, and to pay Teknix Systems's reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.

(b) Fee Increases

Teknix Systems may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least forty five (45) days prior to the beginning of the Renewal Term, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).

(c) Taxes

At Teknix Systems's request Customer shall remit to Teknix Systems all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on Teknix Systems), regardless of whether Teknix Systems fails to collect the tax at the time the related services are provided.

(d) Early Termination

Customer acknowledges that the amount of the fee for the service is based on Customer's agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event Teknix Systems terminates the Agreement for Customer's breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for Teknix Systems's breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.

(e) 15 Day Money Back Guarantee

All hosting plans carries a 15-day unconditional money back guarantee. If you are not completely satisfied with our services or support within the first 15 days, you will be given a full refund of the fees paid in advance (excluding setup fees) upon plan cancellation. The following services do not qualify for the 15 Day Money Back Guarantee: additional items and services; domain name registration/transfers; items and services ordered such as, but not limited to, SSL Certificate, SSL Certificate Installation and overage fees.

(f) Performance and Uptime Guarantee

All shared and reseller hosting plans are guaranteed that the network will be available 99.6% of the time in a given calendar month, excluding scheduled maintenance and circumstances beyond our control (i.e. down routers, faulty hardware, DoS attacks, web site configuration issues, mis-configured customer scripts and applications, etc.) or a downtime of 175.10 minutes calculated as follows:

365 days per year divided by 12 months in a year = 30.4 days per month

60 minutes in an hour, 24 hours in a day or 1440 minutes in one day

30.4 days per month times 1440 minutes is 43776 minutes

0.4% of 43776 minutes is 175.10 minutes or 2.92 hours a month

This guarantee applies to the network connectivity and server uptime, but does not apply to Section 14 below. Hosting customers' SLA does not cover any load issues caused by illegal or mis-configured customer software running on the server. Connectivity is measured as the ability of the server to transmit and receive data, that means if MySQL is down but your website is still working and/or your email is working there is no downtime. Downtime is complete website inaccessibility.

To be eligible for this SLA, your account must be in good standing. To have your account credited under the SLA a trouble ticket must be submitted and verified, you must provide third party documentation verifying the downtime. All requests for credit should be made to the billing department with a trouble ticket number referenced by the 3rd of the following month. All shared and reseller hosting customers of Teknix Systems automatically qualifies to participate in this SLA.

(g) Refund Policy

Refunds may be availed of only in accordance with the 15 Day Money Back Guarantee. Refunds will be provided in the same payment method of the original payment. There are no refunds offered or promised after 15 days.

4) Law/AUP

Customer agrees to use the service in compliance with applicable law and Teknix Systems's Acceptable Use Policy posted here (the “ AUP ”), which is hereby incorporated by reference in this Agreement. Customer agrees that Teknix Systems may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer's use of the Services. Amendments to the AUP are effective on the earlier of Teknix Systems's notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with Teknix Systems's reasonable investigation of any suspected violation of the AUP. In the event of a dispute between Teknix Systems and Customer regarding the interpretation of the AUP, Teknix Systems's commercially reasonable interpretation of the AUP shall govern.

5) Customer Information

Customer represents and warrants to Teknix Systems that the information he, she or it has provided and will provide to Teknix Systems for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to Teknix Systems that he or she is at least 18 years of age. Teknix Systems may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer's account until Customer has provided a written notice changing the Primary Customer Contract.

6) Indemnification

Customer agrees to indemnify and hold harmless Teknix Systems, Teknix Systems's affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer's services in violation of applicable law or the AUP by Customer or any person using Customer's log on information, regardless of whether such person has been authorized to use the services by Customer.

7) Disclaimer of Warranties

Teknix Systems DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW Teknix Systems DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS.

8) Limitation of Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF Teknix Systems AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.

9) Suspension/Termination

(a) Suspension of Service

Customer agrees that Teknix Systems may suspend services to Customer without notice and without liability if: (i) Teknix Systems reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) Teknix Systems reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay Teknix Systems's reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.

(b) Termination

The Agreement may be terminated by Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if Teknix Systems fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer's written notice describing the failure in reasonable detail. The Agreement may be terminated by Teknix Systems prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon ten (10) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written notice from Teknix Systems describing the violation in reasonable detail; (iii) upon one (1) days notice if Customer's Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.

10) Requests for Customer Information

Customer agrees that Teknix Systems may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer's customers or end users that Teknix Systems believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.

11) Back Up Copy

Customer agrees to maintain a current copy of all content hosted by Teknix Systems nothwithstanding any agreement by Teknix Systems to provide back up services.

12) Changes to Teknix Systems's Network

Upgrades and other changes in Teknix Systems's network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer's hosted content and/or applications. Teknix Systems reserves the right to change its network in its commercially reasonable discretion, and Teknix Systems shall not be liable for any resulting harm to Customer.

13) Notices

Notices to Teknix Systems under the Agreement shall be given via electronic mail to This e-mail address is being protected from spambots. You need JavaScript enabled to view it . Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.

14)Force Majeure

Teknix Systems shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Teknix Systems's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

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