Master Services Agreement
Welcome to the Cloudexter website and our range of services. These Terms and Conditions (hereinafter called as “Agreement“) for providing Cloud Services is an agreement binding between you (“Customer“) and Cloudexter (“Cloudexter“) (collectively, the “Parties” and each, a “Party“). By placing an order with Cloudexter, you indicate your acceptance of these terms and conditions. These terms and conditions will remain the same for all customers of Cloudexter.
- You agree that the Customer will be bound by this agreement to the terms and conditions of this agreement
- That the signatory to this Agreement has clear authority to enter into such an agreement on behalf of the Customer
- That you have completely read and understood the terms and conditions.
- In case you need any clarity about a specific section (s) of this agreement, you have got clarification about the same from Cloudexter before signing this agreement.
1.1 The following words and expressions shall mean and define in the given manner-
1.1.1 “downtime” means any service interruption in the availability to visitors of the Website; due to several causes beyond the control of Cloudexter
1.1.2 “intellectual property rights” means patents, trademarks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;
1.1.3 “Cloudexter” means the ‘Cloudexter’ , the hosting company, based in India at B47 Shreenath Plaza, FC Road, Pune – 411005
1.1.4 “IP address” means Internet Protocol address which is the numeric address for the server and also includes rules that govern the format by which data is sent over the internet or the local network
1.1.5 “ISP” stands for Internet Service Provider- typically a company that makes available internet services for use and access
1.1.6 “server” means the computer server equipment operated by Cloudexter in connection with the provision of the Services;
1.1.7 “the Services” means web hosting, domain name registration, email and any other services or facilities provided by Cloudexter which are communicated explicitly by Cloudexter
1.1.8 “spam” means sending unsolicited and/or bulk emails for commercial purposes, which may also include prohibited mails
1.1.9 “virus” means a computer program that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs, and magnetic discs, and destroys, alters or corrupts data, causes damage to the user’s files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as “worms” or “trojan horses”;
1.1.10 “visitor” means a third party who has accessed the Website;
1.2 Product specifications and details may be found at https://cloudexter.com.
1.3 The words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders, though He / She may be used for purpose of brevity.
1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
2.1 This agreement implies that the Customer is willingly and incomplete knowledge of the terms and conditions herein, ready to provide data to Cloudexter for hosting on Cloudexter’s servers and made accessible via the Internet.
2.2 This agreement also implies that Cloudexter is ready to provide web hosting services and to host the Customer’s data abiding by the following terms and conditions.
3.1 Cloudexter shall provide to the Customer the Services specified in their order subject to the following terms and conditions.
3.2 The Customer shall deliver to Cloudexter the website and the software used in the website which is owned by the Customer, or licensed to him by a third party or Cloudexter (“the Customer Software), in a format specified by Cloudexter.
4. Charges, payment, refunds and money-back guarantee For legal purpose with the payment gateway, I need to the “cancellation & refund policy” in a separate page. So should be move this section to a separate page and link it here like section 8?
Invoicing: Cloudexter shall provide the customer with an invoice specifying the fees/ rates / charges as previously agreed upon by the parties and in accordance with all tax compliances.
4.1 Payment methods include credit cards, debit cards , net banking, UPI, e-wallets, Cred pay.
4.2 Cloudexter does not accept cheques, bank transfers, postal orders, cash or any other form of payment other than those outlined in 4.1
4.3 The Charges mentioned in the Invoice are exclusive of tax as applicable, which if payable, shall be borne by the Customer.
4.4 Unless otherwise specified elsewhere in this agreement specifically, the customer shall make all payments within 30 7 days of raising the invoice by Cloudexter . In case of delay beyond7 30 days, Cloudexter shall be entitled to cancel the order and invoice of any sum due under this Agreement, customer will have to place the order all over again if the invoice is once cancelled – Do we need to mention this?
4.5 Cloudexter does not provide credit facilities to any of its customers under any circumstances.
4.6 For ease of business, Cloudexter may make inquiries on the Customers company, proprietor or directors of the Customers company through credit reference agencies. These agencies may record that a search has been made and share this information with other businesses. No separate communication shall be made about the same.
4.7 Cloudexter provides “Money-Back Guarantees” on certain products. Should your product qualify for this guarantee please contact us within 30 days of placing your order for a full refund. This guarantee excludes domain names, domain privacy addons, and reseller hosting plans, and dedicated server/VPS plans which may not be canceled once ordered. Customers are limited to using the money-back guarantee once. If a customer has placed multiple orders or if they placed their 2nd order within 30 days of the first order; they are not bound to get money-back guarantee. – Please rephrase this.
If the customer has placed multiple orders at once or has placed the second order within 30 days of the first order; they are not eligible for the money-back guarantee since it is implied that they have no objection to the terms and conditions of the first one and hence have proceeded for the second one on similar terms.
4.8 Refunds shall be available only to services like Cloud Hosting, WordPress Hosting and Premium Hosting and not on Resellers and VPS. Cloudexter does not make any refunds on fees already paid or on orders cancelled. Pro-rata refunds will not be issued for yearly services that are cancelled before the end of the year under any circumstances.
4.9 Should your chosen payment method ( from the options given in 4.1) fail Cloudexter will attempt to settle your invoice using any other payment facilities available on your account at that time. Intimation about the failed payment must be made within 4 working days from the date of the said failure.
4.10 All services will automatically be renewed until otherwise specifically cancelled by the customer before the service agreement expires. Cloudexter sends emails to the customers’ primary email address prior to renewal of services, and it is the customer’s responsibility to cancel services prior to renewal as no refund can be made once renewal has occurred. Customers must notify us at least 72 hours before a service is renewed if they wish to cancel that service. The cancellation process must be fully completed by you before your account is cancelled from our end. Once Cloudexter receives a clear communication about cancellation, the service will be cancelled. In case the customer needs to renew the service after being cancelled once, the terms and conditions and rates/ fees as applicable on the date of the new agreement shall be in force and not that of the old agreement.
4.11 We primarily host all the customer’s accounts on servers located in multiple locations/regions. Client has an option to select the location while placing the order. But, due to unavoidable circumstances and if the situation demands, we may move the accounts on servers located at other locations than what the client has ordered. The new location will be decided at the time of moving the accounts and it will be solely at the discretion of Cloudexter. We will inform the customer about this move
5. IP Addresses
5.1 Cloudexter shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP addresses. Any such change shall be duly communicated to the customer.
5.2 Wherever Cloudexter changes or removes any IP address it shall use all reasonable endeavours to maintain uninterrupted service to its customers
6. Software Licence and Rights
6.1 If the Customer requires use of software owned by or licensed to Cloudexter (“Cloudexter’s software”) in order to use the Services, Cloudexter grants to the Customer and its employees, agents and third party consultants and contractors, a royalty-free, worldwide, non-transferable, non-exclusive licence to only use Cloudexter’s Software in object code form only, in accordance with the terms of this Agreement. For purpose of clarity, this Agreement does not transfer or grant to the Customer any right, title, interest or intellectual property rights in Cloudexter’s Software.
6.2 In relation to Cloudexter’s obligations under this Agreement in connection with the provision of the Services, the Customer grants to Cloudexter a royalty-free, worldwide, non-exclusive licence to use the Customer’s data and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the website (“the Content”). For purpose of clarity, this Agreement does not transfer or grant to Cloudexter any right, title, interest or intellectual property rights in the Customer data or the Content.
6.3 The Customer hereby explicitly undertakes that he will not himself or through any third party, sell, lease, license or sublicense Cloudexter’s Software.
6.4 Cloudexter may make such copies of the Customer Content as may be necessary to perform its obligations under this Agreement, including backup copies of the Content. Upon termination or expiration of this Agreement, Cloudexter shall destroy all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.
7. Service Levels and Data Backup
7.1 Cloudexter shall use all its reasonable endeavours to make the server and the Services available to the Customer 100% of the time. However, since the Services are provided by means of computer and telecommunications systems which are beyond the direct control of Cloudexter, it makes no warranties or representations that the Service will be uninterrupted or error-free all the time and Cloudexter shall not, in any event, be liable for interruptions of Service or down-time of the server for reasons beyond its direct control.
7.2 Cloudexter carries out data backups for its own use in the event of systems failure which is duly intimated to the customer through this agreement (6.4). Cloudexter does not provide data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up correctly, Cloudexter accepts no responsibility for data loss or corruption.
8. Fair Use Policy
The fair use policy is available here.
9. Alterations and Updates
All alterations and updates to the website of the customer shall be made by the Customer using the online account management facility, FTP access or SSH access where available. The Customer will be issued with a username and password in order to access the account. The Customer must take all reasonable steps to maintain the confidentiality of this username and password. If the Customer reasonably believes that this information has become known to any unauthorized person, the Customer agrees to immediately inform Cloudexter and the password will be changed. In the absence of such an intimation, Cloudexter, its affiliates and members shall not be liable to any unwarranted issues arising out of misuse of data in the customer’s website.
10.1 The Customer warrants and represents to Cloudexter that Cloudexter’s use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content and the Customer Software to Cloudexter as set out in Clause 6.2. In such case when the customer is using any content or software that is not licenced or infringes upon the IP belonging to a third party, the same shall be made known before signing the agreement. Cloudexter shall indemnify itself against any action or legal proceedings arising out of such unlawful use of IPR.
10.2 All conditions, terms, representations, and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, Cloudexter shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.
The Customer agrees to indemnify and hold Cloudexter and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Cloudexter arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Website.
12. Limitations of Liability
12.1 Nothing in these terms and conditions shall exclude or limit Cloudexter’s liability for death or personal injury resulting from Cloudexter’s negligence or that of its employees, agents or sub-contractors.
12.2 The entire liability of Cloudexter to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
12.3 In no event shall Cloudexter be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect, exemplary, punitive , special case scenario or consequential loss or damage whatsoever, concerning loss of business or profits, loss of data or corruption of data or loss of opportunity . This shall apply even where such a loss was reasonably foreseeable or Cloudexter had been made aware of the possibility of the Customer incurring such a loss.
13. Term and Termination
13.1 This Agreement shall come into force on the date the service is ordered and shall continue until terminated by either party in writing of its intention to terminate the Agreement at least 10 days prior to when the renewal is due. In the absence of such a clear written communication about termination, the services will be automatically renewed for the next year. Cloudexter shall not make any fresh communication about the renewal.
13.2 Cloudexter shall have the right to suspend this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due. After 30 days of non payment of the dues, the account will be terminated and the data will be deleted from the servers. Coudexter shall claim all due payments even after the 30 day period and after the data has been deleted.
13.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:
13.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
13.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
13.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
13.3.4 the other party ceases to carry on its business or substantially the whole of its business; or
13.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
13.5 On termination of the agreement, all data held in the customer’s account will be deleted. and cannot be recovered.
14.1 Cloudexter may assign or otherwise transfer this Agreement at any time.
14.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without Cloudexter’s prior written consent.
15. Act of God
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
Any notice to be given by either party to the other may be sent by either email to the official provided email address, of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved to be deemed to be received on the day it was sent or.
18. Entire Agreement
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.
19. Governing Laws and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of the Indian courts and the parties hereby submit to the exclusive jurisdiction of the courts under Pune jurisdiction only.
20. Domain Name Registration
20.1 Domain names are not deemed to be successfully registered until they appear in the relevant whois database of the top-level domain name registrar. In the event that a domain name is unavailable when we attempt to register it, Cloudexter will provide a full refund for that domain name or provide an alternate domain name of the same price. We will contact the customer in such case/scenario and discuss the alternative domain name, which will be the full limit of our liability.
20.2 Please return to the main terms and conditions area of this website to view terms and conditions for individual domain name registrars. _ Need a domain name registration terms/policy. I’ll get you the reference link for this.
20.3 Cloudexter will make reasonable endeavors to renew domains where the renewal fee has been paid. In the event that we are unable to renew a domain name and that domain name is subsequently lost, the limit of our liability shall be the renewal fee for that domain name.
Cloudexter works on the tacit assumption that the customer has used legal and valid programming languages for the software and is not responsible for customer programming issues other than ensuring that programming languages such as PHP, Python, NodeJS are installed and functioning on the web hosting system. Any updates in versions or redundancy issues regarding software language shall not be the subject of dispute with Cloudexter and the customer shall alone be responsible for the updates.
23.1 Web hosting accounts include a certain amount of bandwidth which is communicated to the customer in advance. If you exceed this amount in any one month your account will be deactivated until you have upgraded to an account that has more bandwidth included or until the start of the following month. Your bandwidth usage is shown in the Control Panel. It shall be the duty of the customer to monitor this periodically and no separate communication shall be made to remind you of your usage.
23.2 Web hosting accounts that host file distribution (including but not limited to music, video, and software) are limited to a maximum bandwidth of 25 GB per month for file distribution.
For music, video, software distribution are limited to max bandwidth of 10GB per month.
23.3 Web hosting accounts are prohibited from hosting pornographic material, hosting graphics or scripts for other websites, storing pages, files or data as a repository for other websites or as a backup, giving away web space under a domain (including Resellers giving away free websites), subdomain or directory. In case any such deviation is noticed by Cloudexter, the same shall be a valid grounds for immediate termination of this agreement without further notice.
24. Server Usage
24.1 Should your account use more than 5% of the servers’ processing power and as a result, have a detrimental effect on other customers, we will communicate alternative solutions for your hosting requirements to provide seamless service to all our customers.
24.2 Cloudexter does not allow proxy sites of any nature to be hosted on its network. Any such observation shall lead to immediate discontinuation of service and / or termination of agreement.
24.3 Cloudexter will scan for unused hosting packages every three months and mark hosting packages for which the DNS records are not set to our servers, as inactive. As an account holder, we shall notify you of this by email so that you can mark the package as active through your account’s control panel if it is in use. If the package remains marked inactive, it will be disabled after seven days. Hosting packages that have been disabled for 30 days will be deleted and no communication shall be made regarding the same.
25. Affiliate Program
Commission earned via the affiliate program will only be paid by using a valid direct debit/credit mandate on your account. It is the customer’s responsibility to ensure that they have this facility. In the event of the customer not being able to obtain this facility then no commission will be paid.
26. Web Space Usage
Unlimited webspace is available for genuine web site content, wherein content must be linked into web pages. Customers are prohibited from using the server as a file/backup repository. (Please clarify)
Mailboxes that are not accessed for 100 days or more will be deleted from the system to avoid misuse of space
29. Deactivated Accounts
When a web hosting account is deactivated/suspended, you hereby agree that after 30 days, this account and it’s data including web files, databases, backups may be deleted from the system without any notice.