1. Definitions

In these Conditions, the following expressions will have the following meanings, unless inconsistent with the context:

123 Reg means 123 Reg Limited, registered in England and Wales (Company No. 05306504), whose registered office is at Studio 4th Floor, Parts C&D At East West, Tollhouse Hill, Nottingham, England, NG1 5FW.

"Affiliate" A person, organisation, or establishment indirectly associated with 123 Reg.

"Agreement" the agreement between 123 Reg and the Client for the provision of Services formed by these Terms, any product specific terms and conditions and the Order Confirmation(s).

"Ancillary Systems" any Software and/or Equipment.

"Associated Company" in respect of either party, a subsidiary or holding company of that party or any subsidiary of such holding company and the terms "subsidiary" and "holding company"; will have the meanings given to them by section 1159 of the Companies Act 2006.

"Business Day" a day which is not a Saturday or Sunday or public or bank holiday in England and Wales.

"Business Customer" You are a business customer if you are a commercial entity or an individual (a) registering, using or planning to use the Requested Domain as part of a business trade or profession; (b) purchasing a Domain name during the a "Sunrise"; or "Landrush" period as defined in the Domain Name Conditions for the Domain Name Registry (c) at your sole discretion, purchasing a Domain Name for financial or Commercial gain, including, without limitation, for the sole purpose of placing advertisements on the Domain Name; (d) purchased 10 or more Domains and purport to act as a business customer as defined.

"Business Hours" 9am to 5pm on each Business Day.

"Client Materials" data, text, images, graphics, videos, logos and other content and material, hardware or equipment provided by the Client in connection with the Agreement for use by 123 Reg in providing the Services.

"Client" as identified on the Order Confirmation(s).

"Consumer" You are a consumer if you are an individual not: (a) registering, using, acquiring, purchasing or planning to use the Requested Domain(s), Hosting package(s) or any other service of 123 Reg as part of a business trade or profession; (b) at your sole discretion, purchasing a Domain Name(s), Hosting package(s) or any other service of 123 Reg for financial or commercial gain, including, without limitation, for the sole purpose of placing advertisements on the Domain Name(s), Hosting Service(s) and/or any other service of 123 Reg. For the sole purchase of Domains, you shall not be treated as a consumer under the contract if you have purchased or are the registered holder of 10 or more Domain Names or if you purchase a Domain Name(s) during a "Sunrise" or "Landrush" period as defined in the Domain Name Conditions for the Domain Name Registry.

"Client System" the Client's computer system upon which the Software is loaded or otherwise in connection with which the Services are provided.

"Conditions" these conditions (in ten parts) to be read in conjunction with the Order Confirmation(s).

"Continuous Payment Authorities" A CPA agreement is not a Direct Debit. A CPA is a regular payment that You arrange which authorises 123 Reg to take payment from your debit or credit card account. It is not an agreement with your bank or card company.

"Defect" any defect in systems having a material effect on the Client's use or operation of the Services or any failure by any Ancillary System to comply with any term of Part 2 of these Conditions.

"Domain Services" those domain registration and other related services (if any) provided to the Client by 123 Reg pursuant to the Agreement, as described on a relevant Order Confirmation.

"DSA Services" refer to, among all the services provided by 123 Reg, the intermediary services provided in the EU or to EU users which come within the scope of the EU Digital Services Act. These notably include certain hosting products, dedicated and virtual servers, Domain Services and email services provided by 123 Reg in the EU.

"Email Marketing Services" means the provision of data storage services and data management and manipulation software by which (i) persons can give and withdraw notice of their interest in a Client's products and services by mobile telephone or online, (ii) storage of personal data relating to the Client's target audience (iii) the provision of software to manipulate the data collected, (iv) the provision of facilities for the Client to send emails and SMS text messages to the email addresses or mobile telephone numbers stored, (v) facilities for the Client to export the data along with supporting and ancillary services as may be agreed from time to time.

"Email Suspension" The email package that was purchased or provided to the Client under a package will be cancelled and no longer accessible to the Client, prohibiting access to the Client's email account, email mailbox or otherwise from the package or email account created by 123 Reg. The Client will have prohibited access to the following:- IMAP, Webmail, Mobility, ASMTP and POP.

"Email Storage Limit for a Business Customer" 123 Reg shall provide to the Business Customer 5GB of Email Storage under the Agreement for the duration of 12 months. The Business Customer may at their sole discretion purchase additional Email Storage up to the maximum capacity of 10GB per mailbox. The Business Customer may allocate the amount of Storage space they wish to use to different mailboxes and the Business Customer accepts that they may only purchase or change the location of the Storage space to another mailbox in 1GB pieces and no less.

"Email Storage Limit for a Personal account" 123 Reg shall provide to the Client 1GB of Email Storage under the Agreement for the duration of 12 months. The Client may at their sole discretion purchase additional Email Storage up to the maximum capacity of 10GB per mailbox. The Client may allocate the amount of Storage space they wish to use to different mailboxes and the Client accepts that they may only purchase or change the location of the Storage space to another mailbox in 1GB pieces and no less.

"Email Un-Suspension" 123 Reg will un-suspend the Client's email account to grant full access to the mailbox within the 28 day period of suspending the account, or on the 28th day if the Client is back within the Email storage allowance granted under the Agreement, by purchasing or deleting unwanted email content.

"Equipment" any hardware, cabling and/or other equipment provided to the Client by 123 Reg in connection with the Agreement.

"Fees"the charges due to 123 Reg under the Agreement in relation to the Services, as set out on the Order Confirmation(s).

"ICANN"Internet Corporation for Assigned Names and Numbers. A California nonprofit, public benefit corporation of which 123 Reg is an accredited registrar.

"Initial Period" the period of months from the date of the relevant Order Confirmation or, where different, any other period stated on the Order Confirmation or otherwise.

"Intellectual Property Rights"any and all patents, trademarks, service marks, copyright, moral rights, rights in design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating to the same.

"Netiquette"generally accepted standards and codes of practice for use of the internet including but not limited to a prohibition on sending bulk unsolicited email, mail bombing or impersonating another person, organisation or website.

"Order Confirmation" the order confirmation form(s) submitted by 123 Reg to the Client by email or otherwise in writing for the provision of the Services, in response to the Client's order or request.

"OSA" means the UK Online Safety Act 2023.

"Premium Hosting Uptime Guarantee"the uptime guarantee applicable to Premium Hosting packages as set out in clause 33.4 below.

"Prohibited Content" means any material or content which is incompatible with or violates these Terms (including without limitation clauses 3.9, 5, 35 and 123 Reg's Acceptable Use Policy) or any applicable local, state, national and international laws, rules and regulations.

"Registered Account Holder" You are the Registered Account Holder if you have purchased a service from 123 Reg for yourself, for a Company or otherwise and control the management of the services. You may grant 123 Reg the permission to store your registered card details for future payments or otherwise. You have the permission to purchase or cancel the Service(s) or any additional Service(s) that you have purchased.

"Services" those development, implementation, consultancy, hosting and other services (if any) provided to the Client pursuant to the Agreement, as described on a relevant Order Confirmation, together with any Support Services and Domain Services.

"Site" refers to the 123 Reg website, as currently available at https://www.123-reg.co.uk/.

"Software" any communications or other software provided to or made available to the Client by 123 Reg in connection with the Agreement, but excluding Third Party Software.

"Spec UPU S42" A postal address framework developed by the Universal Postal Union (UPU) which can be used to verify a legitimate postal address.

"Support Hours" the hours 9am to 7pm on each Business Day during which 123 Reg will provide the Support Services, as set out on a relevant Order Confirmation.

"Support Services" those support and maintenance services provided to the Client pursuant to the Agreement, as described on a relevant Order Confirmation.

"Third Party Software" any software identified as third party software (if any) to be provided to the Client pursuant to the Agreement, as set out in a relevant Order Confirmation.

"Use the Software" to load the Software onto and store and run it on the Client System and/or Equipment in accordance with the terms of the Agreement.

2. Interpretation

2.1 The headings used in the Agreement are inserted for convenience only and are not intended to be part of nor to affect the meaning or interpretation of any of the Agreement.

2.2 In the Agreement the masculine includes the feminine and the neuter, and the singular includes the plural and vice versa as the context shall admit or require.

2.3 The expression “person” means any individual, firm, body corporate, unincorporated association, partnership, government, state or agency of a state or joint venture.

2.4 In the event of a conflict between any of these Conditions and any Order Confirmation, the conflict will be resolved according to the following order of priority: these Conditions then the Order Confirmation.

2.5 The words "include", "includes", "including"; and "included"; will be construed without limitation unless inconsistent with the context.

2.6 The Agreement (as varied in accordance with its terms) forms the entire understanding of the parties in respect of the matters dealt within it and supersedes all previous agreements, understandings and negotiations between the parties.

2.7 The parties do not intend that any of the terms of the Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not party to it.

2.8 References in these Conditions to clauses mean clauses of these Conditions. References in these Conditions to the provisions of statutes or statutory instruments are deemed to include those provisions as amended or substituted.

3. Service Provision

3.1 The Services are described or referred to on the Order Confirmation(s). 123 Reg agrees to supply Services to the Client on the following conditions, these conditions are not an offer to provide service but a statement of the terms on which we would provide them.

3.2 123 Reg will use its reasonable endeavours to provide the Services in accordance with any timescale set out on the Order Confirmation(s), but will not be liable to the Client where, using those endeavours, it fails to meet any timescale.

3.3 123 Reg will not be liable for any failure to provide the Services resulting from any breach by the Client or its employees, agents or subcontractors of the Agreement.

3.4 123 Reg will not be obliged to provide any services not referred to on the Order Confirmation(s). Furthermore, 123 Reg cannot provide the Services where the Client makes use of what in the sole discretion of 123 Reg can be deemed as incompatible communication systems. 3.5 The terms of the Agreement form the entire agreement between 123 Reg and the Client in relation to the Services and all other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law. The Client may not rely upon any representation made or given by any employee of 123 Reg prior to the Agreement being entered into unless confirmed in the Agreement.

3.6 123 Reg reserves the right at any time and from time to time to improve, correct or otherwise modify all or any of the Services (including substituting Software and/or Equipment.) 123 Reg will endeavour to give the Client reasonable notice of any such modification, where this is reasonably practicable.

3.7 Without prejudice to its other rights and remedies, 123 Reg may at its sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:

3.7.1 notified or unscheduled upgrade or maintenance of 123 Reg IT systems;

3.7.2 issue by any competent authority of an order which is binding on 123 Reg which affects the Services;

3.7.3 if the Client fails to pay any Fees or any other sums owing to 123 Reg by the Client when they fall due;

3.7.4 if an event occurs and 123 Reg deem it to be appropriate to terminate the Agreement;

3.7.5 if the bandwidth or computer memory used by the Client in relation to the Services exceeds any agreed or stipulated level and 123 Reg determines in its sole discretion that suspension is necessary to protect all and any internet solutions provided by 123 Reg from time to time;

3.7.6 if the size of an email, mailing list or cron job used by the Client exceeds any agreed or stipulated size, level or frequency and 123 Reg determines in its sole discretion that suspension is necessary to protect all and any internet solutions provided by 123 Reg from time to time;

3.7.7 failure or deficiencies in the Client System referring but not limited to hardware, server corruption and security breaches; or

3.7.8 failure by the Client to adhere to any of the provisions outlined in 123 Reg's acceptable usage policy. Where 123 Reg suspends provision of the Services in accordance with clause 3.7.3, it will only be obliged to recommence provision during Business Hours and once the Client has paid all relevant outstanding sums in clear funds together with any relevant reinstatement fee as published from time to time by 123 Reg and has accepted any revised payment terms requested by 123 Reg (such as payment by direct debit).

3.8 The Client will provide to 123 Reg those Client Materials identified on the Order Confirmation(s) within a reasonable time period taking account of the obligations of 123 Reg under the Agreement.

3.9 The Client warrants that the Client Materials will be accurate in all material respects and will not knowingly include material which is illegal, the accessing holding transmitting or supplying of which would be a criminal offence or which is otherwise harmful, unlawful or in breach of any applicable law or code of practice applying to such materials. In particular, the Client warrants that all necessary licences, consents and waivers (including those from rights owners, performers and other contributors) are obtained and paid for by the Client. Without prejudice to the foregoing, 123 Reg may decline to use any Client Materials on any reasonable grounds.

3.10 The Client will supply in a timely manner all information, instructions, review and feedback reasonably required by 123 Reg in connection with the performance of its obligations under the Agreement and will appoint a representative who is fully empowered and authorised to provide the same.

3.11 The Client acknowledges and understands that 123 Reg shall verify the email address the Client provides upon registration, upon the purchase of WHOIS Privacy, upon any updates the Client makes, once a year and at any other time 123 Reg deem necessary. In the event that the Client's email address cannot be verified, the Client's domain(s) shall be suspended within fifteen (15) calendar days and/or removed from the Client's control.

3.12 Further to the above clause 3.11, the Client acknowledges and accepts that 123 Reg shall keep a log of the verification checks carried out for as long as is deemed necessary by ICANN.

3.13 The Client acknowledges and understands that 123 Reg shall cross validate postal address information to spec UPU S42 (or any other method) to ensure that it is a legitimate address. In the event that the Client's postal address cannot be verified, the Client's domain(s) shall be suspended within fifteen (15) calendar days and/or removed from the Client's control.

3.14 Protection of your data

123 Reg offers certain hosted Services available to you that may involve the processing of personal data about you, your customers and/or web users (“Client Data”) in the course of your use of these Services. Client Data, for the purpose of this Section, excludes any User Content, Account information and usage data.

123 Reg's Controller to Processor Data Processing Addendum (“DPA”), which is hereby incorporated by reference and applicable to Services, is meant to provide you contractual assurance that we have robust mechanisms to ensure the processing of Client Data, including cross border transfers of Client Data will meet compliance under applicable data protection laws.

For the purposes of the Controller to Processor DPA and the standard contractual clauses attached to the DPA, as applicable, you are considered the data controller/data exporter, and your acceptance of the Terms of Service governing Services at the time of purchase of any Services will also be treated as your acknowledgement and acceptance of the Controller to Processor DPA (including the standard contractual clauses and its appendices, as applicable). If you wish to print, sign and return a physical copy of the Controller to Processor DPA, please send an email request to privacy@123-reg.co.uk.

4. Service Delivery

4.1 The Client acknowledges that, given the nature of such services, 123 Reg cannot guarantee that the Services, when delivered via the internet, will be uninterrupted or error free.

4.2 To the fullest extent permitted by law and save as provided elsewhere in the Agreement, the Services and any Client Systems and Ancillary Systems are provided by 123 Reg to the Client on an “as is” and “as available” basis and no warranty or representation (express or implied) of any kind are given in connection with the Agreement including as to satisfactory quality and fitness for a particular purpose. In particular, 123 Reg gives no warranty or representation that:

4.2.1 the Services will meet the Client's requirements;

4.2.2 the Services will be provided on an uninterrupted, timely, secure or error-free basis; or

4.2.3 any results obtained from use of the Services will be accurate, complete or current.

4.3 123 Reg warrants that it will provide the Services with reasonable care and skill. 123 Reg will not be liable for a breach of such warranty unless the Client notifies 123 Reg in writing of such failure within 14 days of the Client becoming aware of the failure.

4.4 If the Client makes a valid claim against 123 Reg based on a failure by 123 Reg to comply with the warranty set out in clause 4.3 123 Reg may, at its option, take such steps as it deems necessary to remedy such failure or refund such part of the Fees as relates to such Services, provided that the liability of 123 Reg under such warranty will in no event exceed one and a quarter times the amount of the Fees paid to 123 Reg by the Client (excluding VAT and expenses) in the 12 month period prior to the date on which the Client makes the claim. If 123 Reg complies with this clause, it will have no further liability for a breach of the said warranty.

4.5 123 Reg generally does not pre-screen Client materials (whether posted to a website hosted by 123 Reg or posted to this Site). However, and subject to applicable laws, 123 Reg reserves the right (but undertakes no duty) to do so and decide whether any item of Client materials is appropriate and/or complies with these Terms. 123 Reg may remove any item of Client materials (whether posted to a website hosted by 123 Reg or posted to this Site) and/or suspend or terminate Client’s access to this Site or the Services for posting or publishing any Prohibited Content, or for otherwise violating these Terms (as determined by 123 Reg in its sole and absolute discretion), at any time and without prior notice. 123 Reg may also suspend or terminate a Client's access to this Site or the Services if 123 Reg has reason to believe the Client is a repeat offender. If 123 Reg terminates your access to this Site or the Services, 123 Reg may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

4.6 123 Reg Customer Services must be contacted via the appropriate method found here. 123 Reg shall respond via the same medium the Client contacted 123 Reg, within a reasonable time. In regards to complaints relating to abusive registration or hosting Clients agree to contact 123 Reg in writing at abuse@123-Reg.co.uk. 123 Reg shall endeavour to respond to such matters within 28 days of receipt of the complaint. All other complaints shall follow the 123 Reg Complaints and Appeals Procedure. If you are located in the EU and you are using the Site or any DSA Services, please refer to Part 10 below. If you are located in the UK and want to make a report or complaint under the OSA, please refer to Part 11 below.

5. Client's Obligations

6. Payment & Renewal Terms

7. Confidential Information

7.1 Each party will (unless contrary to law):

7.1.1 keep confidential all information obtained from the other under or in connection with the Agreement ("Information")

7.1.2 not disclose any Information to any third party without the prior written consent of the other except to such persons and to such extent as may be strictly necessary for the performance of the Agreement;

7.1.3 not use any Information otherwise than for the purposes of the Agreement.

7.2 The provisions of clause 7.1 do not apply to Information which:

7.2.1 is or becomes public knowledge (otherwise than by breach of this clause); or

7.2.2 was in the possession of the party concerned without restriction as to its disclosure before receiving it from the disclosing party; or

7.2.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; and nothing in this clause 7 prevents either party from disclosing any Information for a proper purpose to a public authority or any regulatory body, or to a court of law in the United Kingdom or elsewhere in legal proceedings, or to its senior management, its auditors, bankers, lawyers or other professional advisers.

7.3 The provisions of this clause 7 will continue to apply notwithstanding termination of the Agreement.

7.4 The Client, by entering into the Agreement, consents to 123 Reg sending to the Client by whatever means 123 Reg deems appropriate (whether by email or otherwise) information concerning new products and other services that 123 Reg and its Associated Companies may from time to time offer. The Client may elect to opt out to this communication by unsubscribing at the bottom of the marketing email or otherwise.

8. Intellectual Property

8.1 The Client acknowledges and agrees that it will not own or acquire ownership of any Intellectual Property Rights in or relating to the Services or created in performing the Services and that it will have no rights in or to the Services other than the rights expressly granted by the Agreement.

8.2 The Client will indemnify and keep 123 Reg indemnified from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, losses, damages, claims, demands, legal costs (on a full indemnity basis) and judgments which 123 Reg incurs or suffers as a consequence of infringement of any Intellectual Property Right of any third party arising directly or indirectly from:

8.2.1 the provision by 123 Reg of Services making use of information or specifications supplied by the Client;

8.2.2 the Client's failure to procure all necessary rights from third parties which are from time to time required in order for 123 Reg to be able legally to provide the Services; or

8.2.3 the use by 123 Reg in connection with the Agreement of the Client System and the Client Materials.

8.3 No Intellectual Property Rights created or acquired by 123 Reg will transfer or be assigned to the Client unless 123 Reg and the Client have signed a written assignment document to that effect.

8.4 The Client shall keep the Ancillary Systems in good condition during the continuance of the Agreement and free of all charges, liens and encumbrances and protect it from any and all judicial process.

9. Liability

9.1 The provisions of this clause 9 and the provisions of clauses 4 and 24 set out the entire liability of 123 Reg (including any liability for the acts or omissions of its consultants, employees, agents and authorised representatives) to the Client in respect of:

9.1.1 any breach of the Agreement; and

9.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

9.2 Nothing in the Agreement excludes or limits the liability of 123 Reg for death or personal injury caused by the negligence of 123 Reg, fraud or a breach of section 12 of the Sale of Goods Act 1979.

9.3 Subject to clauses 9.2 123 Reg will not be liable to the Client in contract, tort, misrepresentation or otherwise (including negligence), for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever, or for any loss of profit, loss of business, loss of contract, loss of revenue, depletion of goodwill or otherwise (whether direct or indirect), and whether or not caused by the negligence of 123 Reg or its employees, agents or authorised representatives. Any other liability which arises out of or in connection with the Agreement is limited to:

9.3.1 £500 per breach for loss of or damage to tangible property; and

9.3.2 for any other kind of loss, one and a quarter times the amount of sums paid by the Client to 123 Reg pursuant to the Agreement (excluding VAT and expenses) during the preceding 12 month period.

9.4 The Client acknowledges that the allocation of risk in the Agreement reflects the price paid for the Services and that it is not within the control of 123 Reg how or for what purposes they are used.

9.5 Where the Client accesses 123 Reg services from locations outside the UK, the Client does so, on the Client's own initiative and is responsible for compliance with all and any applicable regional and local laws.

10. Client Indemnity

The Client will fully indemnify and keep 123 Reg and its Associated Companies, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including legal fees) whatsoever incurred by it and arising from any of the following:

10.1 the Client's breach of the Agreement, negligence or other default;

10.2 the operation or break down of any IT systems owned or used by the Client including the Client System but not the Equipment; or

10.3 the Client's use or misuse of the Services.

11. Force Majeure

Neither party is under any liability to the other party in respect of anything which, apart from this provision, may constitute a breach of the Agreement arising by reason of force majeure which means, in relation to either party, circumstances beyond the reasonable control of that party including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, network failure, systems fault, unauthorised use or access to the IT systems of 123 Reg or the Client, explosion, flood, epidemic, lock outs (whether or not by that party), strikes and other industrial disputes (in each case, whether or not relating to that party's workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions, to the extent outside of its reasonable control.

12. Term and Termination

Without prejudice to the remaining provisions of this clause 12 and any other rights and remedies available to 123 Reg:

12.1 123 Reg will provide the Services for the period stated on either the Order Confirmation or the Client's first invoice for that particular service (such period being termed the "Initial Period") which period shall then automatically renew for further periods, subject to termination by:

12.1.1 the Client upon providing notice to 123 Reg at least 14 days prior to the next renewal date and provided that the Client follows 123 Reg's prescribed template procedures for terminating the whole or any part of the Agreement (details of which can be obtained from 123 Reg's Customer Services Team); or

12.1.2 123 Reg serving 14 days’ written notice on the Client to expire at any time.

12.2 123 Reg may immediately terminate the Agreement (or at its option, any part of it) by notice in writing to the Client if the Client fails to pay to 123 Reg any sum due under the Agreement on the due date for payment.

12.3 Either party may terminate the Agreement (or, at its option, any part of it) forthwith by notice in writing serving 30 days to the other if the other party:

12.3.1 is in material breach of the Agreement and fails (where the breach is capable of remedy) to remedy the breach within 30 days of the receipt of a request in writing to remedy the breach, such request setting out the breach and indicating that failure to remedy the breach may result in termination of the Agreement;

12.3.2 becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986;

12.3.3 is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

12.3.4 has a receiver, manager, administrator or administrative receiver appointed over all or any parts of its undertaking, assets or income, has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order; or

12.3.5 has ceased or threatened to cease to trade.

12.4 Clients that have purchased the Services as Consumers have the right to cancel the Agreement within 14 days at no additional cost from either (a) the date the Agreement is formed; or (b) the date that the Client receives confirmation that the Agreement is formed from 123 Reg or whichever is the later. For the purposes of this clause, the date the Agreement is formed shall be the date that the Client presses the ‘Order’ button thereby granting consent that the Service commences.

12.4.1 The Client can exercise their right to cancel by contacting 123 Reg through our support site.

12.4.2 The Client will no longer have the right detailed in clause 12.4 when, 123 Reg has commenced the Service with the Client's consent. For the purposes of this clause the Client's consent will be deemed to be given upon the Client pressing the "Order" button.

12.4.3 If you do not wish to waive these rights, then 123 Reg will be unable to commence the Service until the end of the relevant cooling off period which is 14 days.

13. Consequences of Termination

13.1 Termination of the Agreement is without prejudice to the rights and duties of either party accrued prior to termination.

13.2 The clauses of the Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

13.3 123 Reg will without notice remove the Client's data from its systems and any Equipment following termination. For the purposes of this clause, the date of termination will be either the date that 123 Reg receives authorisation from the Client instructing cancellation of account or the date of expiry of notice of termination served in accordance with these Conditions.

13.4 Upon termination of the Agreement, the Client will forthwith:

13.4.1 cease to use the Software, Equipment and Services;

13.4.2 erase the Software from the Client System and certify to 123 Reg that this has been done;

13.4.3 return to 123 Reg any hardware or other equipment loaned to the Client in connection with the Services or any other materials and equipment owned by 123 Reg; and

13.4.4 pay all outstanding invoices raised by 123 Reg pursuant to the Agreement and pay for all work in progress not previously paid for on a reasonable pro-rata basis (subject to receipt of an invoice for the same from 123 Reg).

13.5 In the event of termination of the Agreement by the Client part way through the Initial Period, the Client remains obliged to pay for Services comprising the provision of dedicated server hosting for the remainder of that period.

13.6 Where following termination, 123 Reg is unable to cancel any registration of a domain name registered on behalf of the Client, it may levy a minimum charge to cover the cost of the domain registration fee. For the avoidance of all doubt 123 Reg will not refund to the Client the cost of registering a domain name after the Client has submitted a domain name application form, provided that the domain name has been registered with the appropriate registrar. This is due to the bespoke nature of domain names.

13.7 Where the Client services include the purchase of licensing for software by 123 Reg on behalf of the Client, in the event of termination of the agreement by the Client, 123 Reg are unable to refund any proportion of the software and/or licensing fees incurred.

13.8 Upon registration of a domain name the Client must set up the domain to point to a name server/IP address of their choice. In the event that the Client fails to point the domain to a name server/IP address of their choice 123 Reg may at its discretion point the domain to a 123 Reg IP address displaying the 123 Reg holding page. Clients accept that this page may contain 123 Reg advertisements/marketing material.

14. Severability

The illegality, invalidity or unenforceability of any provision of the Agreement will not affect the legality, validity or enforceability of the remainder. If any such provision is found by any court or competent authority to be illegal, invalid or unenforceable, the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without thereby rendering them illegal, invalid or unenforceable.

15. Waiver

15.1 The failure or delay by either party in exercising any right, power or remedy of that party under the Agreement will not in any circumstance impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by either party of any right, power or remedy under the Agreement will not in any circumstance preclude any other or further exercise of it or the exercise of any other right, power or remedy.

15.2 Any waiver by either party of a breach of or default under any of the terms of the Agreement by the other party is not deemed a waiver of any subsequent breach or default and in no way affects the other terms of the Agreement.

16. Assignment and Subcontracting

The Client may not assign the benefit or delegate the burden of the Agreement nor sub-license any of its rights under the Agreement (including to its Associated Company) without the prior written consent of 123 Reg. Any consent provided by 123 Reg under this clause is given on condition that the assignee or licensee, as the case may be, agrees to comply with the terms of the Agreement as if they were the Client. 123 Reg may sub-contract or assign any or all of its rights and obligations under the Agreement.

17. Amendments

No variation or amendment to the Agreement (including any Order Confirmation) is effective unless agreed in writing and signed by an authorised representative of 123 Reg.

18. Notices

Any notice to be given or made by either party under or in connection with the Agreement must be in writing and given or made to the other party at its address stated in the Order Form or to such other address as either party may from time to time notify to the other. Every notice, if so addressed, is deemed to have been duly given or made, if delivered by hand, upon delivery at the address of the relevant party, if sent by prepaid first class post, two Business Days after the date of posting and if transmitted by facsimile, at the time of transmission (provided a confirmatory letter is sent by prepaid first class post) provided that, where, in accordance with the above provisions, any notice would otherwise be deemed to be given or made on a day which is not a Business Day or after 4.00 p.m. on a Business Day, such notice shall be deemed to be given or made at 9.00 a.m. on the next Business Day. 123 Reg may additionally serve notice on the Client under or in connection with the Agreement by email to the Client by sending an email to the contact email address stated on the Order Confirmation(s),and in such a case the email will be deemed sent once transmitted from 123 Reg's email server.

19. Applicable Law and Jurisdiction

The construction, performance and validity of the Agreement will be governed by English law and the English courts have jurisdiction to settle any disputes which may arise out of or in connection with it.

20. Provision of Software

20.1 In these Conditions, the following expressions will have the following meanings, unless inconsistent with the context:

20.2 In consideration of payment by the Client of the Fees, 123 Reg will supply to the Client one copy of the Software and Third Party Software in object code form.

20.3 123 Reg grants to the Client the non-exclusive, non-transferable right to Use the Software for so long as the relevant Services continue to be provided subject to the remaining terms of these Conditions.

21. Client's Undertakings

The Client undertakes:

21.1 to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

21.2 to take good care of the Ancillary Systems; and

21.3 not to provide or otherwise make available the Software in whole or in part (including program listings, object and source program listings, object code and source code) in any form to any person other than the Client's employees without the prior written consent of 123 Reg.

22. Copying

The Client may make only so many copies of the Software as are reasonably necessary for operational security and to Use the Software. Such copies and the media on which they are stored will remain the property of 123 Reg, and the Client will ensure that all such copies bear 123 Reg proprietary notices. The provisions of Part 2 of these Conditions will apply to such copies as it applies to the Software.

23. Alterations

23.1 Except to the extent and in the circumstances expressly required to be permitted by 123 Reg by law, the Client may not:

23.1.1 alter, modify, adapt or translate the whole or any part of the program listings, object and source program listings, object code or source code in the Software in any way whatsoever;

23.1.2 permit the whole or any part of the Software to be combined with or become incorporated in any other computer programs; or

23.1.3 decompile, disassemble or reverse engineer the Software; nor attempt to do any of these things.

23.2 To the extent that the law applicable to the Agreement grants the Client the right to decompile the Software in order to obtain information necessary to render the Software interoperable with other computer programs used by the Client, 123 Reg undertakes to make that information readily available to the Client. 123 Reg may impose reasonable conditions (including a reasonable fee) for doing so. In order to ensure that the Client receives the appropriate information, the Client must first give to 123 Reg sufficient details of the Client's objectives and the other computer programs concerned

24. Performance

24.1 The Client acknowledges that:

24.1.1 software in general is not error-free, and agrees that the existence of such errors will not constitute a breach of the Agreement; and

24.1.2 the Ancillary Systems will operate only in conjunction with the Client System and other operating systems that may be notified by 123 Reg in writing from time to time.

24.2 123 Reg will use its reasonable endeavours to check the Software for the most commonly known viruses prior to delivery to the Client. However, the Client is solely responsible for virus scanning the Software and 123 Reg gives no warranty that the Software will be free from viruses.

24.3 123 Reg warrants that (subject to the other provisions of the Agreement) the Ancillary Systems will as at delivery be free from material errors which prevent the Client’s use of the Services and conform in all material respects with any applicable specification agreed in writing between the Client and 123 Reg. 123 Reg will not be liable for a breach of this warranty:

24.3.1 if the error in question has been caused by any modification, variation or addition to any part of the Ancillary Systems not performed by 123 Reg, their incorrect use by the Client, or use with or in connection with systems with which they are incompatible; or<

24.3.2 where the Client does not notify 123 Reg in writing of a failure within 14 days of becoming aware of the same.

24.4 If the Client makes a valid claim against 123 Reg based on the failure by 123 Reg to comply with the warranty set out in clause 24.3, 123 Reg will at its option take such steps as it deems necessary to remedy such failure or refund such part of the Fees as relates to the defective Ancillary Systems.

24.5 If 123 Regcomplies with clause 24.4 it will have no further liability for a breach of the warranty set out in clause 24.3.

25. Third Party Software and Services

Any Third Party Software is supplied to the Client on the basis of the relevant third party's standard licence terms provided to the Client with the relevant Third Party Software and with which the Client agrees to comply.

20. Provision of Software

20.1 In these Conditions, the following expressions will have the following meanings, unless inconsistent with the context:

20.2 In consideration of payment by the Client of the Fees, 123 Reg will supply to the Client one copy of the Software and Third Party Software in object code form.

20.3 123 Reg grants to the Client the non-exclusive, non-transferable right to Use the Software for so long as the relevant Services continue to be provided subject to the remaining terms of these Conditions.

21. Client's Undertakings

The Client undertakes:

21.1 to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

21.2 to take good care of the Ancillary Systems; and

21.3 not to provide or otherwise make available the Software in whole or in part (including program listings, object and source program listings, object code and source code) in any form to any person other than the Client's employees without the prior written consent of 123 Reg.

22. Copying

The Client may make only so many copies of the Software as are reasonably necessary for operational security and to Use the Software. Such copies and the media on which they are stored will remain the property of 123 Reg, and the Client will ensure that all such copies bear 123 Reg proprietary notices. The provisions of Part 2 of these Conditions will apply to such copies as it applies to the Software.

23. Alterations

23.1 Except to the extent and in the circumstances expressly required to be permitted by 123 Reg by law, the Client may not:

23.1.1 alter, modify, adapt or translate the whole or any part of the program listings, object and source program listings, object code or source code in the Software in any way whatsoever;

23.1.2 permit the whole or any part of the Software to be combined with or become incorporated in any other computer programs; or

23.1.3 decompile, disassemble or reverse engineer the Software; nor attempt to do any of these things.

23.2 To the extent that the law applicable to the Agreement grants the Client the right to decompile the Software in order to obtain information necessary to render the Software interoperable with other computer programs used by the Client, 123 Reg undertakes to make that information readily available to the Client. 123 Reg may impose reasonable conditions (including a reasonable fee) for doing so. In order to ensure that the Client receives the appropriate information, the Client must first give to 123 Reg sufficient details of the Client's objectives and the other computer programs concerned

24. Performance

24.1 The Client acknowledges that:

24.1.1 software in general is not error-free, and agrees that the existence of such errors will not constitute a breach of the Agreement; and

24.1.2 the Ancillary Systems will operate only in conjunction with the Client System and other operating systems that may be notified by 123 Reg in writing from time to time.

24.2 123 Reg will use its reasonable endeavours to check the Software for the most commonly known viruses prior to delivery to the Client. However, the Client is solely responsible for virus scanning the Software and 123 Reg gives no warranty that the Software will be free from viruses.

24.3 123 Reg warrants that (subject to the other provisions of the Agreement) the Ancillary Systems will as at delivery be free from material errors which prevent the Client’s use of the Services and conform in all material respects with any applicable specification agreed in writing between the Client and 123 Reg. 123 Reg will not be liable for a breach of this warranty:

24.3.1 if the error in question has been caused by any modification, variation or addition to any part of the Ancillary Systems not performed by 123 Reg, their incorrect use by the Client, or use with or in connection with systems with which they are incompatible; or<

24.3.2 where the Client does not notify 123 Reg in writing of a failure within 14 days of becoming aware of the same.

24.4 If the Client makes a valid claim against 123 Reg based on the failure by 123 Reg to comply with the warranty set out in clause 24.3, 123 Reg will at its option take such steps as it deems necessary to remedy such failure or refund such part of the Fees as relates to the defective Ancillary Systems.

24.5 If 123 Regcomplies with clause 24.4 it will have no further liability for a breach of the warranty set out in clause 24.3.

25. Third Party Software and Services

Any Third Party Software is supplied to the Client on the basis of the relevant third party's standard licence terms provided to the Client with the relevant Third Party Software and with which the Client agrees to comply.

26. Provision of Support Services

26.1 123 Reg will provide the Support Services to the Client upon the terms and conditions set out in this Part 3 and Part 1 of these Conditions.

26.2 123 Reg will only be obliged to provide the Support Services during Support Hours.

26.3 The obligation of 123 Reg to provide Support Services will not extend to:

26.3.1 rectification of lost or corrupted data;

26.3.2 Ancillary Systems altered, modified or varied by those other than 123 Reg;

26.3.3 attendance to faults arising from the Client’s failure to comply with 123 Reg’s instructions with regard to the use of the Services or any documentation or manuals provided by 123 Reg, or operator error or omission; or

26.3.4 attendance to faults attributable to the use or interaction of an Ancillary System with other software or systems with which it is not compatible.

26.3.5 123 Reg will charge its standard employee charge out rates (as published from time to time by 123 Reg, depended on the level expertise required) in addition to the Fees for the carrying out any remedial work described in clauses 26.3.1 to 26.

26.4 123 Reg will use its reasonable endeavours to provide the Support Services during Support Hours.

26.5 Scope of Support Services

26.6 123 Reg will at no additional charge to the Client, initially install the standard operating system Software on to the Client System or, where appropriate, the Equipment. Any re-install will incur a charge, such charge will be detailed on the 123 Reg website.

26.7 123 Reg will operate a helpline service to assist the Client and its staff in relation to the Client’s use of the Services and the identification and correction of Defects. Assistance via this helpline service may be requested by the Client and provided by 123 Reg, by telephone or e-mail. The helpline service will be obtained by telephoning and or, e-mailing such numbers, as are notified by 123 Reg from time to time. For the avoidance of all doubt the helpline service can only be obtained by using the preceding methods of contact. Any other method applied or used by the Client or its staff shall not be deemed as a request for assistance and 123 Reg may at its sole discretion choose not to answer such a request.

26.8 If a Defect occurs, the following procedure will be followed:

26.8.1 the Client will notify 123 Reg of the Defect and provide such information and assistance as 123 Reg reasonably requires in connection with such Defect; and

26.8.2 123 Reg will analyse the Defect and use its reasonable endeavours to rectify the Defect in question or propose a solution in connection with the same and of being notified of the same under clause 27.6.

27. Service Provision

27.1 123 Reg will provide the Domain Services to the Client upon the terms and conditions set out in this Part 4 and Part 1 of these Conditions.

27.2 The Client undertakes and warrants to 123 Reg that the registration of any domain name requested by it (a “Requested Domain”):

27.2.1 and the manner in which it is to be directly or indirectly used will not infringe any third party rights; and

27.2.2 is not being made in bad faith or could be considered to be an abusive registration under the ICANN or Nominet dispute resolution policies, whichever is appropriate. The Client also confirms and warrants that any Requested Domain will at no time whatsoever be used for any unlawful purpose.

27.3 The Client acknowledges that, whilst 123 Reg will use its reasonable endeavours to register a Requested Domain, 123 Reg will not be obliged to accept any request to register or continue to process any registration of a Requested Domain where such a Requested Domain has not been capable of registration.

27.4 The Domain Services are limited to forwarding the application submitted by the Client for registration with the relevant naming authority. For the avoidance of all doubt it shall remain the sole responsibility of the Client to verify if the Requested Domain has been successfully registered with the appropriate authority. Upon successful registration, 123 Reg will use reasonable endeavours to notify the Client of any renewal dates; however 123 Reg accepts no liability for the loss of registration of any Domain that has failed to be renewed.

27.5123 Reg makes no representations or warranties (expressed or implied) of any kind (and they are expressly disclaimed) with respect to availability or likelihood of registration of any Requested Domain. The Client acknowledges that 123 Reg cannot guarantee the reservation or registration of any Requested Domain and that the registration of such domain name will be subject to any registration requirements of the appropriate registry.

27.6 The Client will at all times comply with the terms and conditions (from time to time subsisting) applying to the registration of domain names published by the relevant naming authority (including the domain dispute resolution policy of that authority) and any other authority having similar force.

27.7 If the Client wishes to transfer ownership of a Requested Domain then it will procure that all necessary consents to that transfer are obtained and will by demand of 123 Reg deliver documentary evidence that all such consents have been obtained. The Client agrees that prior to transferring ownership of a Requested Domain to another person (the “Transferee”), the Client will procure that the Transferee agrees in writing to be bound by the terms of the Agreement. A Requested Domain will not be transferred until 123 Reg receives such written assurances as it requires that the Transferee is bound by the terms of the Agreement.

27.8 123 Reg will not transfer ownership of a Requested Domain until all Fees attributable to the Domain Services which are due have been paid by the Client to 123 Reg.

27.9 123 Reg may from time to time change the registrar that a Requested Domain is held with, at its discretion and without notice to the Client.

27.10The Client agrees and acknowledges that 123 Reg will make registration information provided by the Client in relation to the Requested Domain available to ICANN, Nominet or any other appropriate registration authority, the registry administrators, and other third parties as applicable laws may require or permit including the police or other enforcement authority. The Client further acknowledges that 123 Reg may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information provided, for purposes of inspection (such as through the WHOIS service) or other purposes as required or permitted by ICANN, Nominet and applicable law. The Client consents to any and all such disclosures, whether during or after the term of registration of the Requested Domain. The Client irrevocably waives any and all claims and causes of action arising from such disclosure or use of the domain name registration information by 123 Reg.

27.11 123 Reg will only allow a domain name owned or managed by the Client to be attached to the ISP tag of 123 Reg or any of its Associated Companies if the Client has an active hosting account with 123 Reg or one of its Associated Companies or is holding the domain name within a 123 Reg ;holding account.

28. Service Provision

28.1 123serv and 123serv plus products will be delivered as per the specification on the website only. 123 Reg reserves the right to change this specification at any time without notice. 123 Reg will not modify this product in line with a Client’s request. This product is delivered on an .as is. and .as available. basis and 123 Reg does not provide any warranty that the product will be of a satisfactory quality or fit for the Client’s purpose. 123serv and 123serv plus products are NOT provided with the option of additional services such as firewall, backup solutions or server monitoring. The Client is therefore responsible for the back up of data contained on the server; 123 Reg will NOT perform any data backups whatsoever.

28.2 123 Reg will provide support for 123serv and 123serve plus by phone or via e-mail between the hours of 9am and 6pm Monday to Friday, excluding bank holidays. 123 Reg will not be obliged to provide support at any other time or by any other means.

28.3 123 Reg will provide the Client with a control panel to manage 123serv and 123serv plus products. All management of the product will be performed by the Client through the control panel.

28.4 123 Reg will provide security patching and software upgrades as standard with the 123serv and 123serv plus product. Software upgrades will be at the discretion of 123 Reg and 123 Reg will not be required to provide notice of such upgrades. 123 Reg will also provide maintenance for the server hardware.

28.5 The Client will have the option to request root access to this product. The Client acknowledges that if root access is given the Client will no longer be eligible for security patching, software upgrades, hardware maintenance or technical support. 123 Reg will have no obligations to the Client other than to provision the service in line with the standard server and connectivity specification.

28.6 These additional terms may be amended by 123 Reg at any time and without notice to the Client. Any changes will be published on the website and will be deemed to have been accepted 7 days after publication.

29. The Client acknowledges that Premium Hosting is a form of shared hosting service which includes dedicated resources for each Premium Hosting Package, but that a Premium Hosting Package does not give the Client a dedicated server.

30. The Client shall be provided with web hosting services with RAM resources and fixed storage, depending on the Premium Hosting package purchased.

31. The Client is entirely responsible for ensuring that it has purchased the appropriate level of Premium Hosting package for its intended use. For the avoidance of doubt, the storage and amount of RAM available under each Premium Hosting package level are fixed limits which may not be exceeded by the Client.

32 123 Reg shall use all commercially reasonable endeavours to minimize downtime on the Premium Hosting servers, however, it does not give any warranty that access to the Premium Hosting servers will be uninterrupted or error free.

33. The 99.9% Premium Service Uptime Guarantee applies to Premium Hosting packages only and not to any other service offered by 123 Reg.

33.1 Under the Premium Service Uptime Guarantee, the Client is entitled to a credit against the Client;s monthly service cost in respect of any periods of downtime (excluding downtime due to pre-planned maintenance work notified to the Client in advance) during the calendar month according to the following scale:

33.2 To claim a credit under the Premium Service Uptime Guarantee, the Client must contact 123 Reg through the chat function or by calling Customer Support and stating that they wish to claim a credit under the Premium Hosting Uptime Guarantee.

33.3 The Client's entitlement to a credit shall be assessed on network connectivity to the platform and the platform delivering the website(s), and not the speed of delivery.

33.4 When claiming a credit under the Premium Hosting Uptime Guarantee, the Client must provide supporting evidence to 123 Reg's reasonable satisfaction, which 123 Reg shall verify to confirm the Client's entitlement to any credit.

33.5 123 Reg reserves the right to refuse to issue a credit in respect of any period of downtime due to pre-planned maintenance work notified to the Client in advance, any period of downtime due to the Client's acts or omissions or where the Client is in breach of 123 Reg's Acceptable Use Policy. Any credit issued by 123 Reg under the Premium Hosting Uptime Guarantee shall be applied to the Client's 123 Reg account. The Client may use this credit for new purchases or renewal fees only. The Client shall not be entitled to any payment in respect of any credits issued by 123 Reg.

33.6 Any credit issued by 123 Reg under the Premium Hosting Uptime Guarantee must be used by the Client within 12 months, failing which the credit will expire.

34. Supply of the Email Marketing Services

34.1 123 Reg's provision is reliant on certain services being provided by third parties including network providers and other telecommunications operators. Accordingly, 123 Reg does not warrant that the Email Marketing Services will be uninterrupted or error free nor that the delivery of emails or SMS text messages will be without delay.

34.2 123 Reg shall store the Client's Data securely and will not buy, sell or rent any of the Client's Data to third parties. Nor will 123 Reg disclose any of the Client’s Data to any third party outside of the Host Europe Group without the Client's prior consent or where required to do so by law. Client' Data will be shared with other companies within the Host Europe Group and with selected third parties where necessary for the provision of the Email Marketing Services.

34.3 Provision of the Email Marketing Services may be suspended at any time to carry out maintenance of equipment although 123 Reg shall use reasonable endeavours to minimise these occurrences. The Email Marketing Services may be suspended (in whole or in part) where 123 Reg or any third party involved in the provision of the Email Marketing Services is obliged to comply with an order, instruction or request of government, a court of other competent administrative authority or an emergency service organisation.

34.4 123 Reg may at any time and without notifying the Client make any changes to the Email Marketing Services which 123 Reg considers is necessary to comply with any relevant statutory, regulatory or similar requirement which does not materially affect the nature or quality of the Email Marketing Services.

34.5 123 Reg shall provide email support for the Email Marketing Services during its usual business hours free of charge. 123 Reg's speed of response and other modes of support will depend upon the package and any applicable charges agreed with the Client.

34.6 123 Reg reserves the right to gather, process and publish anonymous statistics on aggregate delivery and open rates and other campaign statistics. These statistics are produced on an aggregate basis across all Clients for the purposes of quality control and allowing Clients to compare their performance across their particular industry. The gathering of these statistics does not involve the processing of any personal data.

35. Client's Obligations

35.1 The Client shall ensure that it has suitable IT and communications equipment to utilise the Email Marketing Services.

35.2 The Client shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Email Marketing Services. The Client shall comply, and ensure that the Client's Data and the Client's use of the Email Marketing Services complies, in all respects, with all regulations, directions, codes of practice and other rules and guidelines, mandatory or otherwise, promulgated from time to time by any regulatory or governmental body (each a "Relevant Requirement"). For the avoidance of doubt, the Client shall comply with any requirements laid down by the Mobile Marketing Association.

35.3 The Client shall procure that any subcontractor(s) used by the Client comply with the Client's obligations under this Agreement.

35.4 Where 123 Reg is advised by a relevant regulatory or governmental body that the Client is or has been in breach of any Relevant Requirement 123 Reg shall be entitled to act on any request from a relevant regulatory or governmental body for access to be barred to such Email Marketing Services as the regulatory or governmental body shall require. In these circumstances the Client shall:

35.4.1 provide all reasonable assistance to 123 Reg in connection with 123 Reg's compliance with any Relevant Requirement or other conditions which affect the provision of the Email Marketing Services; and

35.4.2 provide the regulatory or governmental body with such assistance, information or material relating to the Client's use of the Email Marketing Services as may be requested.

35.5 The Client shall promptly comply with all directions and/or instructions from 123 Reg in relation to the Client's use of the Email Marketing Services.

35.6 The Client acknowledges and agrees that 123 Reg shall monitor and record each Client's use of the Email Marketing Services for the purposes of ensuring legal compliance and ensuring compliance with 123 Reg's Acceptable Use Policy.

35.7 The Client shall indemnify 123 Reg in full against any cost, loss, charges or expense, however caused, suffered by 123 Reg from the Client's use of the Email Marketing Services.

36. Charges and Payment

36.1 The Client shall pay the fees in the amount and frequency set out on the Order Confirmation.

36.2 The Client must purchase SMS credits in advance to make use of the SMS text messaging element of the Email Marketing Services.

36.3 SMS credits must be used within 30 days of purchase.

36.4 The cost to 123 Reg of obtaining SMS text messaging services may vary and 123 Reg reserves the right to vary the price charged per SMS credit at any time. 123 Reg further reserves the right to alter the number of SMS credits required to send an SMS message at any time and with immediate effect including any already purchased SMS credits.

36.5 123 Reg shall be entitled to alter the fees payable by the Client for the Email Marketing Services at any time by notifying the Client of such price rise 30 days’ before the price rise comes into effect.

36.6 Client may not exceed the agreed limits on their 123 Reg Email Marketing Services account.

37. Data Protection

37.1 It is a condition of the supply of Email Marketing Services that the Client complies at all times and in all respects with the Data Protection Act 1998, the General Data Protection Regulation, any subsidiary or replacement legislation or any equivalent legislation applicable to the jurisdiction where the Client is based or where the Client's email or SMS text message recipients are based (‘the Data Protection Legislation’).

37.2 The Client shall indemnify 123 Reg against any loss, damage or expense which may be incurred as a result of any breach of the Data Protection Legislation or from the Client’s use of the Email Marketing Services.

37.3 The Client acknowledges that it is solely responsible for backing up the Client's data and that 123 Reg shall have no responsibility for the same.

38. Termination

38.1 In addition to the termination rights set out above, either party shall be entitled to terminate the provision of the Email Marketing Services by giving the other party written notice of termination to take immediate effect. No refund shall be given by 123 Reg for any pre-paid sums where termination occurs part way through a billing period. Termination of the provision of the Email Marketing Services shall be without prejudice to any sums owing by the Client at the date when termination takes effect.

38.2 For the avoidance of doubt, 123 Reg shall be entitled to terminate the agreement for the provision of Email Marketing Services without notice, without liability and with immediate effect if 123 Reg reasonably believes that the Client has breached or intends to breach 123 Regs Acceptable Use Policy, the Data Protection Legislation or any Relevant Requirement.

39. A Cloud Backup licence covers one personal computer only being either a Mac or an IBM Compatible PC. Clients must purchase multiple licences to cover multiple personal computers.

40. The Cloud Backup service is powered by a third party software provider, Acronis, and accordingly Clients are required to comply with any usage restrictions or other end user licence conditions that Acronis may apply or require.

41. Client files backed up as part of the Cloud Backup service will be stored within the wider HEG Group and a list of the files backed up, but not the actual files, will be provided to Acronis. Clients accordingly consent to the transfer of the files to other members of the HEG Group and consent to a list of the files being provided to Acronis.

42. Client’s purchasing their first Cloud Backup master licence may receive a 30 day free trial. Any free trial offered by 123 Reg will automatically convert to a paid monthly subscription unless cancelled by the Client prior to the end of the free trial period.

43. Any Client Data stored as part of the Cloud Backup service will be deleted by 123 Reg within 90 days of the termination of the Client’s Cloud Backup service.

44. Clients with multiple Cloud Backup licences must terminate each licence individually, failing which, any secondary licences will continue notwithstanding the termination of the Client’s primary licence.

45. Clients purchasing additional licences may be charged a reduced price for such additional licences; however, 123 Reg reserves the right to withdraw any such promotional pricing at any time.

46. cPanel. In the event you add cPanel to your server, you agree to be bound by the cPanel EULA, which is hereby incorporated by reference.

47. cPanel Fair Usage Policy: This policy is a guide to understand the intended uses of our Services, and to prevent exploitation and abuse of the unlimited features offered in our plans. VPS and dedicated hosting with cPanel offers unlimited number of accounts. Although we do not wish to set a specific limit, as a guideline, a threshold of 100 accounts will be considered normal, reasonable use. We evaluate your usage in comparison to typical levels of usage engaged in by other users. In the event that you exceed this threshold, 123 Reg may in its sole and absolute discretion, assess additional usage charges for accounts in excess of the threshold or restrict additional accounts from being created. Where possible, 123 Reg will provide a notice of your usage in excess of the normal use.

This Part 10 applies as from February 17, 2024, which is the date of entry into effect of the EU Digital Services Act.
48. This Part 10 sets out provisions, processes and disclosures that supplement the rest of these Terms, as required under the DSA, which regulates the provision of certain digital intermediary services provided in the EU and notably sets out rules on the role of providers and imposes content moderation requirements and transparency obligations. These provisions only apply to you if you are in the EU and / or if you are using the Site or DSA Services. In the event of any conflict between the terms set out in this Part 10 and the other provisions of the Terms, the terms of Part 10 shall prevail.
49. Rules of conduct. Client is prohibited from providing, publishing or transmitting Prohibited Content on this Site or in their use of the Services (specifically including any content that is incompatible with or violates applicable laws in the EU or any EU country.
50. Content moderation overview. 123 Reg may voluntarily take action against any Prohibited Content in accordance with these Terms (including without limitation clauses 3.7, 4.5 and 5.5 and the Acceptable use policy). In addition, 123 Reg may receive notices through the Notice and Action Mechanism (described below) and orders from EU authorities reporting the presence of alleged illegal content on (or transmitted through) this Site or any DSA Service (including without limitation any website hosted by 123 Reg). 123 Reg will process these orders and notices, and take action based on the information provided. These actions may entail the restrictions mentioned in clause 52 below, or any other restrictions required by the relevant authority.

51.Notifying alleged illegal content – Notice and Action Mechanism. You may report to 123 Reg the presence, on this Site or on any DSA Service, of content that you consider to be illegal in the EU or any EU country through the mechanism accessible here: https://supportcenter.secureserver.net/abusereport/dsa (the "Notice and Action Mechanism"). Depending on the nature of the DSA Service concerned by the notice, the way 123 Reg processes and addresses such notice may differ.

52. Restrictions. 123 Reg may, at any time and in some cases, without prior notice, remove any Prohibited Content provided on (or through) this Site or any DSA Service, including suspend or terminate access to a whole DSA Service (e.g., disabling a website hosted by 123 Reg). In addition, with respect to "repeat offenders", namely users frequently providing manifestly Prohibited Content, 123 Reg may suspend or terminate their access to this Site or to the DSA Services. 123 Reg will generally issue a prior warning before any suspension, other than in exceptional cases, or where 123 Reg is otherwise legally required to take immediate action. When deciding on and applying such restrictions, 123 Reg will act in a timely, diligent, non-arbitrary, objective and proportionate manner.

53. Unfounded Notices. If any user frequently provides manifestly unfounded notices through the Notice and Action Mechanism, 123 Reg may suspend the processing of its notices. 123 Reg will generally issue a prior warning before any suspension, save for exceptional cases (as determined by 123 Reg in its reasonable discretion) or where 123 Reg is legally required to take immediate action.

54. Measures and tools for review. Notices and orders are generally subject to human review. 123 Reg may also use a machine learning model that helps process certain claims and detect phishing on websites hosted by 123 Reg. Actions taken in response to notices and/or orders which relate to the provision of content by users of the DSA Service or visitors of the Site, if any, are generally subject to human review.

55. Right to terminate the use of the DSA Services. You have the right to terminate the use of the DSA Services in accordance with clauses 6.12.9, 12 and 38 of these Terms.

56. Content Moderation Decisions.

(A) This clause 56 may apply to you if:

(i) Your issue relates to the use of one of 123 Reg's online platforms in the EU (meaning for instance a DSA Service involving the sale and purchase of aftermarket domain names); and

(ii) Your issue concerns: (y) a decision taken by 123 Reg further to a notice you submitted to 123 Reg regarding the presence of information considered to be illegal content on one of 123 Reg's EU online platform; and/or (z) a decision taken by 123 Reg to remove (or to not remove) content or to suspend, restrict or terminate (or to not suspend, restrict or terminate) access to one of 123 Reg's EU online platforms on the ground that you or any user of the service provided Prohibited Content, (a “Content Moderation Decision”).

(B) If you disagree with a Content Moderation Decision, you may lodge a complaint against it with 123 Reg. The complaint must be lodged within six (6) months from the date on which you are informed of the Content Moderation Decision. To lodge your complaint, you will need to respond to the email informing you of the Content Moderation Decision and provide any additional context or information for 123 Reg to reassess the Content Moderation Decision. 123 Reg will review your complaint and respond through its internal complaint-handling system (the “Internal Complaint-Handling System”).

If a user frequently provides manifestly unfounded complaints through the Internal Complaint-Handling System, 123 Reg may suspend the processing of its complaints, after a prior warning.

(C) If you disagree with a Content Moderation Decision and/or the outcome of the Internal Complaint-Handling System, you may also engage with any out-of-court dispute settlement body certified by the relevant EU authority. For your information, decisions taken by these bodies are not binding. Also, 123 Reg may refuse to engage in such a procedure if the issue has already been resolved concerning the same content and the same grounds. The list of these certified bodies (if any) is expected to be published by the EU Commission shortly. We will update these Terms once the relevant information becomes available.

(D) In any case, you may also initiate judicial proceedings before a competent court, according to the applicable law, at any stage.

57. For the purposes of clauses 53 and 56, "frequently" means the submission of 2 or more unfounded notices or complaints (as relevant) over a period of 12 months. For the purposes of clauses 52, 53 and 56, when determining whether a specific behavior requires such a suspension or termination and the duration of the suspension or termination, 123 Reg takes into account the relevant facts and circumstances, which may include such things as the volume of manifestly unfounded notices or complaints submitted within the period referred to above, the seriousness and/or the impact of the behavior. A notice may for instance be considered as manifestly unfounded if it is evident that it does not relate to alleged illegal content and instead refers solely to personal and/or subjective considerations. Specifically, as regards the provision of illegal content, these criteria also include the volume of illegal content provided, the extent of its impact and/or the gravity of the behavior (e.g., as regards the nature of the content concerned and its consequences) and the frequency of the behavior.

Our Site and certain of our DSA Services include a search engine that enables you to search for domain name registrations based on your query, account search history, and location. The search engine generates a list of results based on generic matching between the keywords or character sequences searched and the domain names available for purchase. If the exact domain name you searched for is unavailable, the search engine will display results for domain names that match your keywords and characters, potentially including alternative top-level domain names, which may take into account your location. For example, if you are located in Germany, the search engine may prioritize ".de" top-level domain names in order to present you more tailored results. Additionally, the search may feature partnerships labeled "Promoted" in the search results.

The keywords or sequences of characters that you searched are the most significant parameters used to determine the results, whereas search history and location are secondary parameters used to further refine the list of results. As currently designed, the search engine does not allow you to change these parameters.

59.DSA Point of Contact.

If you have any questions or queries about this Part 10 or any other DSA-related matters, you can contact us by email at the following address: dsainquiries@secureserver.net

60. This Part 11 sets out provisions, processes and disclosures that supplement the rest of the Terms, as required under the OSA, which prohibits the uploading, sharing or making available of illegal or harmful content online in the UK. These provisions only apply to you if you are a UK user and you are using the Site or Services falling within the scope of the OSA. In the event of any conflict between the terms set out in this Part 11 and the other provisions of the Terms, the terms of this Part 11 shall prevail.

61. Rules of conduct. UK users are prohibited from using, providing, publishing or transmitting Prohibited Content on this Site or in their use of the Services (specifically including any content that is incompatible with or violates the OSA). Further details regarding Prohibited Content and how 123 Reg implements measures to protect UK users from accessing Prohibited Content can be found in its OSA Policy which can be found here: 123 Reg OSA Policy.

62. Content moderation overview. 123 Reg may take action against any UK user content, in accordance with these Terms. In addition, 123 Reg may receive notices through its OSA Reporting and Complaints Procedure (as described below), or regulatory orders requiring the suspension or termination of Services or Client content in breach of the OSA. 123 Reg will review, and may take action in accordance with its obligations under the OSA. These actions may entail the restrictions mentioned in clause 64 below, or any other restrictions in accordance with the Terms.

63. Notifying alleged illegal content and complaints. You may report to 123 Reg the presence on this Site of content that you consider to be illegal or prohibited under the OSA, or raise a complaint in relation to 123 Reg’s compliance with the OSA, through the mechanism accessible on our Support Center. 123 Reg’s processing and address of such complaints is dependent on the nature of the content concerned by the complaint.

64. Restrictions. 123 Reg may at any time, and without any liability or right to provide compensation, and in some cases without prior notice, remove any Prohibited Content provided on (or through) this Site or any Service, or suspend or terminate a Service (e.g., taking down a website hosted by 123 Reg) where required under the OSA or any regulatory orders, or where a user is otherwise in breach of these Terms.

65. Rights. Under the OSA, UK users may have the right to bring a claim for breach of contract under these Terms if: (a) regulated user-generated content which the UK user generates, uploads or shares is taken down, or access to it is restricted, by 123 Reg in breach of the Terms, or (b) a UK user is suspended or banned from using the Services in breach of the Terms. If a UK user considers that 123 Reg has breached this clause 65 then the Client may make a complaint via the procedure outlined in Section 63.

66. OSA Point of Contact. If you have any questions or queries about this Part 11 or any other OSA-related matters, you can contact us by email at osaenquiries@123-Reg.com.