The following terms and conditions govern all use of the website and all content, services and products available at remardo.mt (“Website”) from time to time, including but not limited to the Hosting Service (“Hosting”), collectively referred to as the “Services”
The Website and Services are owned and operated by Remardo Ltd., and are offered subject to your acceptance without modification of:
- all of the terms and conditions contained herein; and
collectively, the “Agreement”.
By using Remardo Ltd.’s (“Remardo Ltd.”, “our”, “us” or “we”) products and services, you (“you”, “your”, “Client” or “Customer”) agree to comply with these General Terms of Service and our policies.
Please read this Agreement carefully before accessing using any of the Services. By using the Services through the Website, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access or use any Services, and your subscription to the Services shall signify your irrevocable agreement to these terms for all intents and purposes of law.
If these terms and conditions are considered an offer by Remardo Ltd., acceptance is expressly limited to this Agreement.
The Website and Services is available only to individuals who are at least 18 years old.
I. YOUR ACCOUNT
If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions or generally from your use of the Services or any part thereof.
II. THE SERVICES
2.1 During the term of this Agreement, You may purchase and/or lease, as appropriate, the Services or any part thereof. You acknowledge that you are solely responsible for your decision to purchase and/or lease the Services from us. Services are ordered pursuant to separate agreements between You and Remardo Ltd. (hereinafter referred to as an “Order Form”). Each Order Form may contain terms and conditions specifically governing use of the Services described therein; however, the terms and conditions of this Agreement shall apply to each Order Form.
2.2 In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Order Form, the Order Form shall take priority, with it being understood that any such conflict shall not have the effect of voiding any agreement and specifically Your obligation to pay for Services
2.3 We may introduce, re-introduce, withdraw, modify and adjust Services or any part thereof at any time and at its sole discretion, provided that there shall be no material degradation in the functionality of any pre-paid Service up to date of expiry/renewal of such;
2.4 a. The Network comprises all data equipment owned or leased by Remardo Ltd., the wiring within each active POP, power supplies owned or controlled by us in each POP, and all telecommunications circuits owned or leased by us between active POPs for the purposes of rendering the Services.
2.4 b. The Network does not include equipment owned, leased, or controlled by you, telecommunications circuits or networks (including, without limitation, local access loops) between a POP and a customer location or between customer locations, interconnections between your network and the Network, or any networks, network equipment, or telecommunications circuits not owned or controlled by us.
2.5 We shall be responsible for, and shall bear all costs of, the maintenance required to render the Services. Where circumstances permit, we agree to provide prior notice of maintenance where such maintenance is expected to cause an interruption or degradation of the Services. Remardo Ltd. reserves the right to suspend Services in order to perform maintenance, repairs, modifications or upgrades, and shall endeavour to
2.5 a. keep the duration of each suspension of Services as short as practicable; and
2.5 b. schedule each suspension, to the extent practicable, so as to minimize interference with Your use of the Services,
with it being agreed that the suspension, interruption, or degradation of Services shall not constitute a breach of the Master Agreement or any Order Form.
2.6 Generally, you accept that the Services are being offered on a strictly “as is” basis. Remardo Ltd. and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Remardo Ltd. nor its suppliers and licensors, makes any warranty that the Website and/or Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you procure Services through, the Website at your own discretion and risk.
3.1 a. The Services allow you to upload, submit, store, send, receive and process content (“Content”), which Content remains yours. We have not reviewed, and cannot review, Content, including computer software, made available through the Services. Remardo Ltd. does not have access to Content or any responsibility or control over it or its use.
3.1 b. You shall not use the Services for any improper or unlawful purpose, nor permit any third party to do so. and You will cooperate in any investigation into alleged illegal use of the Services or other networks accessed through the Services, provided Remardo Ltd. has reasonable cause to initiate such investigation.
3.1. c. If You fail to cooperate with any such investigation, Remardo Ltd. may suspend the Services. Additionally, Remardo Ltd. may modify or suspend Services in the event of illegal use or as necessary to comply with any law or regulation.
3.1. d. Notwithstanding any provision of this Agreement, We shall be entitled to grant access to and disclose such Content to the relevant governmental and/or law enforcement authorities where:
- such is required as a consequence of a legitimate request by judicial / executive authority, limitedly to the extent required by such request; and
- where such disclosure is required in terms of Law
3.2 If You or any third party authorised by You or granted access to the Service posts or processes any Content through or by means of the Service, You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software.
3.3 Without limiting the generality of the above, by making processing and making use of any Content and generally by making it available or processing such through the Service, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- you have either:
- received permission from any license holder or owner of Content to post or make available the Content, including but not limited to any software; or
- (secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not illegal;
- the Content does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
- the Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and web sites, and similar unsolicited promotional methods;
- the Content is not named in a manner that misleads your readers into thinking that you are another person or company;
- that all laws and regulations relating to the processing and protection of personal data within the Content are rigorously complied with; and
- you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Remardo Ltd. or otherwise.
3.4 Without limiting any of those representations or warranties, Remardo Ltd. has the right (though not the obligation) to, in Remardo Ltd.’s sole discretion:
3.4.1 refuse or remove any Content that, in Remardo Ltd.’s reasonable opinion, violates any Remardo Ltd. policy or is in any way harmful or objectionable, or
3.4.2 terminate or deny access to and use of the Website and/or Services to any individual or entity for any reason, in Remardo Ltd.’s sole discretion, in which event Remardo Ltd. will have no obligation to provide a refund of any amounts previously paid.
3.5 Generally, Remardo Ltd. is not responsible for any Content, its use or effects. By operating the Website and providing the Services, Remardo Ltd. does not represent or imply that it endorses the material therein posted, or that it believes such material to be accurate, useful or non-harmful.
3.6 You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
The Website may contain technical inaccuracies, typographical mistakes, and other errors. The Services may also host and contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Remardo Ltd. disclaims any responsibility for any harm resulting from the use by visitors of the Website and in general the use of the Services
You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Remardo Ltd. disclaims any responsibility for any harm resulting from your use of the Services.
4.1 Depending on the terms of the particular Service subscribed to by you, We shall:
4.1.1 invoice you for charges arising out of your use of the Services (collectively, “Service Charges”); or
4.1.2 renew the Service automatically where the Service may be paid or upgraded through the Website
In each case, the billing frequency of each order and term shall be as per Order Form.
4.2 Where you are invoiced as per Condition 4.1.1 above, Service Charges will, whenever possible, be billed in advance and you shall ensure that such Service Charges have been paid within fourteen (14) days after the date of the applicable invoice, unless otherwise specified in an Order Form. Unless otherwise agreed in an Order Form, all charges and/ or fees are in Euro or US Dollars and shall be payable in Euro or US Dollars as stated in the invoice. Default interest at the highest rate allowable by law shall be payable in case of default in payment,
4.3 When subscribing for Optional paid services or upgrades made available on the Website as per Condition 4.1.2 above, payments will be charged on a pre-pay basis on the day you begin utilizing the Service or upgrade and will cover the use of that service or upgrade for a monthly or annual subscription period as indicated. These fees are not refundable. Unless you notify us before the end of the applicable subscription period that you want to cancel a service or upgrade, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Subscriptions can be cancelled at any time, under the 30-days-to-the-end-of-the-month Cancellation Policy, with it being understood that we shall be under no obligation to refund any pre-paid amounts.
4.4 You shall pay all sales, use, excise, or similar consumption taxes (including VAT, when applicable) arising out of its purchase or lease of Services from us; provided, however, that we shall be solely responsible for its own income, net worth, and property taxes.
V. INTELLECTUAL PROPERTY
5.1 The Parties agree that all patents, trademarks, copyrights, trade secrets, registered designs, service marks, trade names, logos, inventions and all other intellectual property shall remain the property of the person or Party originating the same and that nothing in the Master Agreement or any Order Form grants either Party any ownership, license, or any other right, either express or implied, in the intellectual property of the other.
5.2 Neither Party shall use any advertising, sales, promotions, or other publicity materials (including, without limitation, publicity regarding this Agreement or any Order Form) that includes the other Party’s name, logo, trademarks or service marks without the prior written approval of the other Party, which may be granted or withheld in that Party’s sole discretion.
5.3 Remardo Ltd. reserves all rights, title and interest, including all related Intellectual Property Rights, the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services.
5.4 Remardo Ltd. owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Services.
5.5 You agrees that title to and ownership of the Services, in any form, shall at all times and in any event be held exclusively by Remardo Ltd. You shall be entitled to only such rights with respect to the Services as are specifically granted herein.
5.6 This Agreement does not transfer from Remardo Ltd. to you any Remardo Ltd. or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Remardo Ltd. Remardo Ltd.’s logo, and all other trademarks, service marks, graphics and logos used in connection with the Website are trademarks or registered trademarks of Remardo Ltd. or Remardo Ltd.’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Remardo Ltd. or third-party trademarks.
6.1 You and We hereby agree that if either Party provides confidential information to the other Party (“Confidential Information”), such Confidential Information shall be held in confidence by the receiving Party for no less than three (3) years after the date of its disclosure, and shall be afforded the same care and protection afforded to the receiving Party’s own confidential information (which in any case shall be not less than reasonable care) to avoid disclosure to or unauthorized use by any third party. The terms and conditions of this Agreement and of each Order Form constitute Confidential Information, and all information, including, without limitation, technical, financial, business, marketing, sales, employee, rate, traffic routing, and traffic flow information disclosed by either Party to the other in connection with this Agreement or any Order Form shall be Confidential Information, whether or not such information is marked as confidential.
6.2 All data provided by us to you regarding the performance of the Network shall also be Confidential Information. Confidential Information shall remain the property of the disclosing Party, shall be used by the receiving Party only for the intended purpose, and, if in writing, shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Confidential Information shall not be reproduced except to the extent necessary to accomplish the purpose for which it was disclosed.
6.3 The confidentiality obligation contained herein shall not apply to any Confidential Information which:
6.3.1 becomes publicly available other than through the recipient,
6.3.2 is independently developed by the receiving Party;
6.3.3 becomes available to the receiving Party without restriction from a third party;
6.3.4 is disclosed with the prior written consent of the disclosing Party; or
6.3.5 is required to be disclosed by a governmental or judicial law, order, rule or regulation; provided, however, that the receiving Party required to make a disclosure pursuant to this subsection shall promptly inform the other Party of the requirements of such disclosure;
6.3.6 is disclosed by Us to a court of law during legal proceedings.
6.4 Notwithstanding Sections 6.1 and 6.2 above, either Party may disclose Confidential Information to its employees, agents, and legal, financial, and accounting advisers to the extent necessary or appropriate in connection with the negotiation and performance of the Master Agreement or an Order Form or its obtaining of financing, provided, however, that each such employee, agent or adviser is notified of the confidential nature of the Confidential Information and is subject to or agrees to be bound by similar restrictions on its use and disclosure.
VII. DEFAULT AND TERMINATION
7.1 You shall be in default under this Agreement, including any Order Form in the event of your failure to pay any undisputed sum of money under an Order Form within seven (7) days after its receipt of notice of nonpayment from Remardo Ltd.
7.2 Either party shall be in default under this Agreement in the event that either Party fails to perform any of its obligations under the Order Form provided such failure is not remedied within fourteen (14) business days after receipt of notice from the non-defaulting Party. Any notice to terminate by you should be sent to [email protected];
7.3 Remardo Ltd. shall be in default under this Agreement, including any Order Form, in the event of it’s failure to perform any of its obligations under this Agreement or any Order Form within sixty (60) days after receipt of written notice from you.
7.4 a. We may terminate this Agreement, including any Order Form by written notice to you upon your failure to cure an event of default as required by this Section VII.
7.4 b. You may terminate this Agreement, including any Order Form by written notice to us upon our failure to cure an event of default as required by this Section VII 13 by contacting us at [email protected].
7.5 No termination or expiration of this Agreement or any Order Form shall affect either Party’s rights or obligations with respect to any then existing defaults under this Agreement or such Order Form or the obligation to make any payment for the Services rendered prior to the date of termination or expiration. In addition to termination of this Agreement due to default, the non-defaulting Party may pursue any legal remedies it may have at law or in equity relating to such default, provided, however that appropriate notice and opportunity to cure has been given pursuant to this Section VII and subject to any further limitations contained herein.
7.6 Upon expiration or termination of this Agreement Remardo Ltd. will cease providing the Services;
7.7 If Remardo Ltd. terminates this Agreement and/or any Order Form during any Initial or Renewed Term, You must pay any outstanding amount due within seven (7) days to Renardo Ltd. and this shall not prevent or limit us from pursuing any and all other available remedies against you.
VIII. LIMITATION OF LIABILITY
Notwithstanding any provision herein which may state or imply the contrary, In no event will Remardo Ltd., or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for:
- any special, incidental, indirect, punitive or consequential damages;
- the cost of procurement for substitute products or services;
- for interruption of use or loss or corruption of data;
- loss of customer data;
- for any amounts that exceed the fees paid by you to Remardo Ltd. under this agreement during the twelve (12) month period prior to the cause of action.
Remardo Ltd. shall have no liability for any failure or delay due to matters beyond its reasonable control.
9.1 Unless otherwise provided herein all notices Agreement and each Order Form shall be addressed to the other Party as follows:
If to You: Customer Account holder email.
If to Us: [email protected]
or at such other address as either Party may designate from time to time in writing to the other Party.
9.2 Unless otherwise provided herein, notices shall be sent by email (delivery receipt required), return receipt required and shall be deemed served or delivered to the address when received.
X. GENERAL REPRESENTATION AND WARRANTY
You represent and warrant that your use of the Website and Services:
10.2 your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
11.1 You agree to indemnify and hold harmless Remardo Ltd., its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, and Services, including but not limited to your violation of this Agreement and arising out of the Content transmitted, stored or in any manner processed via the Services by you or by any party;
11.2 In the event that a Party becomes aware of a claim for which it may seek to be indemnified (the “Indemnified party”), the Indemnified party shall immediately notify the other party (the “Indemnifying party”). The Indemnifying party, at its option, may settle or compromise such claim or retain counsel and control and prosecute the defense. In no event shall the Indemnified party have the right to pay, settle, or otherwise compromise such claim without the prior written consent of the Indemnifying party, which shall not be unreasonably withheld. The Parties agree that they shall provide each other with reasonable aid and cooperation in the conduct of the defense and/or settlement of such claim as regards to any liability to a third party.
11.3 You will indemnify, defend and hold harmless Remardo Ltd. and its directors, officers, employees, sales representatives, affiliates, agents and subcontractors from and against any claims, suits, actions, and proceedings from any and all third parties, and for payment of any Losses (as hereinafter defined), to the extent such Losses arise:
11.3.1 as a result of non-compliance by you with your obligations under this Agreement;
11.3.2 from any and all claims by any of the your customers or other third party end users in connection with the Services (including, without limitation, any claims regarding content transmitted using the Services or violation of data protection legislation), regardless of the form of action, whether in contract, tort, warranty, or strict liability;
“Losses” shall mean costs, fees, liabilities, losses, damages or penalties, including reasonable legal fees.
XII. FORCE MAJEURE
12.1 Neither Party shall be liable for any delay or failure in performance of one or more of its obligations due to an event of force majeure, and its performance of such obligation or obligations shall be excused and extended for the period of such delay. Force majeure shall include, without limitation, acts of God; fire; flood; earth quake; storm; lightning; epidemic; material shortages, unavailability, or delay in delivery not resulting from the responsible Party’s failure to timely place orders therefore; equipment failures; lack of or delay in transportation; war; outbreak of hostilities (whether or not war is declared); civil disorder; riots; strikes, or other labor unrest; sabotage; failure of a third party to grant a required right- of- way permit, assessment or other required authorization; acts or omissions of vendors or suppliers; changes in law, regulation or government policy; or any other cause beyond the commercially reasonable control of such Party. The Party claiming relief under this Section shall promptly notify the other in writing of any force majeure event expected to cause a
13.1 No waiver of any of the terms of this Agreement or any Order Form or of any breach of those terms shall be effective unless such waiver is in writing and signed by the waiving Party. No waiver of any breach shall be deemed to be a waiver of any other or subsequent breach;
13.2 All provisions contained in this Agreement and any Order Form shall be applied to the extent permitted by applicable law, and if any term, covenant or condition contained in this Agreement or any Order Form shall, to any extent, be invalid or unenforceable in any respect under the laws governing this Agreement or such Order Form, the remainder of this Agreement or the relevant Order Form shall not be affected thereby, and each term, covenant or condition thereof shall be valid and enforceable to the fullest extent permitted by law;
13.3 Each action or claim against either You or Us arising under or relating to this Agreement or any Order Form shall be made only against such Party as a corporation, and any liability relating thereto shall be enforceable only against the corporate assets of such Party;
13.4 Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website and Services will be governed by the laws of the Republic of Malta, excluding its conflict of law provisions, and the Parties submit to the exclusive jurisdiction of the Maltese courts.
13.5 If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Remardo Ltd. may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
XIV. TERM AND SURVIVING PROVISIONS
14.1 The Term of this Agreement shall extend up to such time as Services are provided to you;
14.2 Notwithstanding any term, the Parties’ respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations on liability and your obligation to pay any outstanding fees to us will survive the expiration, termination or rescission of this Agreement and continue in full force and effect.
XV. ENTIRE AGREEMENT
15.1 This Agreement, together with, any executed Order Form, and any subsequently executed Order Form, represent the entire understanding of the Parties with respect to the subject matter hereof.
15.2 Remardo Ltd. reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Remardo Ltd. may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.