The Seedbox Company’s Sales Terms and Conditions, and the Policies, shall apply to all Quotations, Orders, Sales Contracts, Services, Tests, trials and any other contracts and/or legal relationships between The Seedbox Company and Customer. The Seedbox Company expressly rejects the applicability of Customer’s or third party terms and conditions.
In the The Seedbox Company Sales Terms and Conditions, the Policies as well in the Order, Quotation, Contract and Contract Overview, the following words and expressions have the following meanings:
Affiliate means, with regard to any entity, any other entity that (directly or indirectly) Controls, is controlled by, or is under common Control with such entity.
API means the application programming interface (or similar technology), through which Customer can access or communicate with The Seedbox Company and/or The Seedbox Company’s servers.
Bandwidth means the amount of data that is be carried from one point to another in a second, expressed in bits per second (bps).
Basic Power means the limit that has been set for Customer’s use of electricity, on the basis of the Services Specifications, as specified in the Contract Overview, measured in amperes.
Business Day means Mondays to Fridays, with the exception of official public holidays in United Kingdom.
Business Hours means the period between 08.30 hours and 17.30 hours on a Business Day.
Colocated Equipment means Equipment owned by Customer that is from time to time installed by Customer at a Data Center pursuant to the Sales Contract.
Colocation Service means a non-exclusive right to install and retain the Colocated Equipment in the Housing Space, granted by The Seedbox Company to Customer with effect from the Delivery Date for the duration of the Sales Contract Term.
Confidential Information means all information not publicly known used in or otherwise relating to the Contract, the business or affairs of a Party or an Affiliate of such Party and disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by the Disclosing Party to the Receiving Party whether before or after the Contract Start Date.
Contract means the binding agreement that comes into effect by and between The Seedbox Company and Customer for the duration of the Contract Term.
Contract Modification Form means the document, in standard The Seedbox Company layout, used by The Seedbox Company to respond to a Contract Modification request, as referred to in Clause 5.
Contract Overview means an order confirmation notification from The Seedbox Company to Customer made via email, through the Customer Portal or otherwise, to notify Customer that Customer’s Order has been formally accepted by The Seedbox Company and is thereby formally a Contract. The Contract Overview shall set out the Services and/or Equipment Customer purchased or leased from The Seedbox Company and the relevant Contract Terms and Conditions.
Contract Start Date means the date on which the Contract becomes effective and the Initial Contract Term commences, as specified in The Seedbox Company’s Contract Overview.
Contract End Date means the agreed last date of the Contract Term.
Contract Term means the period for which the Contract has been entered into as specified in the Order and confirmed in the Contract Overview that shall be automatically renewed unless cancelled at the Contract End Date by means of a Termination Notice (Clause 20), starting on the Contract Start Date and ending on the Contract End Date.
Control means the possession of power, directly or indirectly, to direct or cause the direction of the management and the policies of an entity, whether through ownership of voting rights, by contract or otherwise.
CPI means the Consumer Price Index, which is the official measure of inflation of consumer prices of the United Kingdom.
Customer means any legal entity or natural person acting as a business professional (i.e. not as a consumer) entering into any Contract, Order, Quotation, trial, beta test, with respect to the provision of services by The Seedbox Company.
Customer Portal means the online services portal operated by The Seedbox Company, available at https://billing.appboxes.co/clientarea.php or at an alternate website identified by The Seedbox Company.
Data Center means a data center out of which or within which The Seedbox Company provides Services.
Data Traffic means the sum of data that is transmitted to and from Customer’s infrastructure, measured in Bytes.
Dedicated Equipment means Equipment leased from time to time by Customer from The Seedbox Company pursuant to the Contract.
Delivery Date means the date on which The Seedbox Company enables Customer to use the Services for the first time, or in the case of a Colocation Services, the date as of which Customer is entitled to install the Colocated Equipment at the Data Center, or the date on which The Seedbox Company delivers the Equipment that is leased or sold by The Seedbox Company to Customer.
Disclosing Party means the Party that discloses Confidential Information to the Receiving Party, as referred to in Clause 24.
Electricity Supply means the supply of electricity, which supplies will be charged by The Seedbox Company to Customer, measured in kWh.
Emergency means any situation which poses an immediate risk to: (i) a person or persons; (ii) the Data Center; (iii) the provision of one or more of the Services; (iv) the Equipment; and/or (v) the provision of services by The Seedbox Company to other customers.
End User means any client of Customer or other user of Customer’s services, as well as any other person or (legal) entity who obtains access to Services via Customer.
Equipment means any equipment, including but not limited to: computer hardware, telecommunications hardware, Interconnection Points, accessories, attachments, alterations of and spare parts for that equipment.
Estimated Delivery Date means the date specified in the Order and Quotation subject to order confirmation, which may vary from the Contract Start Date and/or Delivery Date.
Facility Agreement means any lease, license and/or other agreement contract executed by and between The Seedbox Company and a third party, further to which The Seedbox Company is entitled to use a Data Center and to grant Customer a license to use the Housing Space within the Data Center.
Fees means the surcharges, Services fees, costs, prices and expenses payable under the Contract by Customer to The Seedbox Company for the provision of Services and the same arising out of Customer’s use of the Services, including recurring and non-recurring Fees, set out in the Services Specifications and the Contract Overview
Force Majeure means any event outside the reasonable control of a Party affecting its ability to perform any of its obligations (other than payment) under the Contract, including: acts of God; acts of terrorists; acts of war; outbreak of hostilities; sabotage; civil disor- der; riots; acts or demands of any (local) government or government agency; strikes or other labour unrest; fires; floods; earthquakes; storms; lightning, any interruption in the supply of electrical energy to the Data Center; restrictions related to an outbreak of disease (such as avian influenza viruses or the H1N1 flu); epidemics; shortage of materials; 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; 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 or government policy; and other unforeseeable circumstances, provided however that Force Majeure shall not include any labour problems or strikes relating to the workforce of Customer or its suppliers or subcontractors.
GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales by virtue of section 3 of the EU Withdrawal Act 2018.
Housing Space means the racks, footprints, cages, cabinets, suites and/or other areas, designated as such by The Seedbox Company within the Data Center or in such other places which The Seedbox Company may from time to time designate and specify in the Services Specifications or the Contract Overview.
Intellectual Property Rights means any patent, copyright, trademark, trade name, service mark, moral right, database right, trade secret, knowhow and any and all other intellectual property right whether registered or not or capable of registration and whether subsisting in the country of The Seedbox Company’s principal place of business or any other part of the world together with any and all goodwill relating thereto.
Interconnection Point means a port on The Seedbox Company’s switch and/or router and/or firewall and/or load balancer located in the Data Center, at which point the responsibility of the data stream transport is transferred from The Seedbox Company to Customer.
The Seedbox Company in relation to Service(s) and/or Equipment provided to Customer it means The Seedbox Company, a private company with limited liability, incorporated under the laws of England and Wales, with its registered office at 10-12 Mulberry Green, Old Harlow, ESSEX, CM17 0ET under business registration nr 07450968, United Kingdom.
Maintenance means maintenance, repairs, modifications or upgrades performed by The Seedbox Company from time to time on the Network.
Maintenance Window means the timeframe in which The Seedbox Company schedules the performance of Maintenance. Unless specifically agreed otherwise in writing by the Parties, the Maintenance Window is every day, between the hours of 20:00 until 08:00 GMT, whereby The Seedbox Company will preferably schedule Maintenance during the weekend between the hours of 01:00 until 06:00 GMT.
Network means the telecommunications network, which is comprised of all infrastructure Equipment (i.e Equipment that supports the flow and processing of information, including storage, servers and networking components) owned or leased by The Seedbox Company within each active The Seedbox Company POP or The Seedbox Company’s Affiliates POP, all The Seedbox Company wiring within each active The Seedbox Company POP or The Seedbox Company’s Affiliate’s POP, power supplies owned or controlled by The Seedbox Company in each POP, and all telecommunications circuits owned or leased by The Seedbox Company between active The Seedbox Company POPs and active POPs of The Seedbox Company’s Affiliates. For the avoidance of doubt: the Network does not include Equipment owned, leased, or controlled by Customer, telecommunications circuits or networks (including, without limitation, local access loops) between a The Seedbox Company POP and a Customer location or between Customer locations, interconnections between Customer’s network and the Network, or any networks, network equipment, or telecommunications circuits not owned or controlled by The Seedbox Company.
Notice means a message of one Party to the other Party in writing by registered postmail, email sent and received by a legally authorized representative of each of the Parties, or by courier or by regular postmail thereby taking into account that the Notice is deemed to have been delivered no earlier than five Business Days.
Order means the Customer request submitted to The Seedbox Company for certain Services by means of the The Seedbox Company webshop, Customer Portal or by means of the signed Quotation both pending and subject to The Seedbox Company acceptance for order confirmation. An Order is not binding.
Parties means The Seedbox Company and Customer, each a “Party”.
Policies means the policies and guidelines applied by The Seedbox Company in its relationship with Customer.
POP means a ‘point of presence’, i.e. an access point to the Internet.
Quotation means the document, in standard The Seedbox Company layout, in which The Seedbox Company has listed which Services and/or Equipment will be offered by The Seedbox Company to Customer, including the Fees, the estimated Delivery Date, and other Contract Terms and Conditions including Billing Cycle, Contract Term, Payment Term, pre-payment, direct debit for acceptance by the Customer. A Quotation is not binding.
Receiving Party means the Party that receives – or is granted access to Confidential Information by the Disclosing Party, as referred to in Clause 24.
Sales Contract means the Contract, including the Sales Terms and Conditions, the Policies, the Services Specifications, the Support and Service Levels and all other schedules thereto if any more, pursuant to which The Seedbox Company shall provide certain Services to Customer, which Services are indicated on the Contract Overview.
Sales Terms and Conditions means these Terms and Conditions, including the preamble preceding clause 1.
Service Credits means a credit, calculated in accordance with Support, applied to Customer’s account, and to be used as credit against future invoices.
Service Disruption an interruption or degradation in the provision of one or more Services by The Seedbox Company to Customer; provided that such interruption or degradation is not the result of an Excluded Event.
Services means the services to be provided by The Seedbox Company to Customer, as agreed per Contract and specified in the Contract Overview.
Services Specifications means the services offered by The Seedbox Company, as well as the manner in which the services should be used, which may be amended from time to time.
Test means a trial or test performed in order to verify and ensure the proper performance thereof.
2. DOCUMENT STRUCTURE
2.1 In general, the The Seedbox Company’s Sales Contract will consist of the following The Seedbox Company documents, whereby in the event of any inconsistency or conflict between or among provisions of the following documents, the contents of the document first listed shall have precedence and shall prevail over the documents listed later, in descending Contract:
a) The Contract Modification Form (only in relation to the relevant Contract that is modified);
b) The Contract specified by The Seedbox Company in the Contract Overview, including any prevailing Special Conditions formally confirmed and agreed with The Seedbox Company;
c) The Sales Terms and Conditions;
d) The Policies;
e) The Service Specifications.
2.2 The applicability of purchase terms or other terms and conditions of Customer or third parties is hereby expressly excluded.
2.3 The Seedbox Company is entitled to issue new versions and thereby amend any of the applicable The Seedbox Company Terms and Conditions, the Services Specifications, and the Policies. Such amendment also applies to existing Contracts for Services, unless The Seedbox Company states otherwise formally in writing. The amendments come into effect fourteen (14) days after the announcement or on a later date stated in the announcement. The announcement may be made on The Seedbox Company’s website and/or through the Customer Portal. If Customer does not wish to accept an amendment that relates to an existing Contract, the Customer has the right to terminate that Sales Contract with effect from the date on which the amendment comes into force solely by means of a written formal Notification for termination that must have been received by The Seedbox Company within fourteen (14) days after The Seedbox Company’s announcement of a new version of any of the Services Specification(s), unless (a) the amendment is solely for the benefit of the Customer; (b) the amendments are required by law; or (c) the amendment does not materially and adversely affect Customer’s use of the Services.
3. SCOPE OF SERVICES
3.1 The scope and nature of the Services offered by The Seedbox Company are set out in the Services Specifications.
3.2 The Services purchased or leased by Customer from The Seedbox Company are listed in the Contract Overview.
3.3 The Seedbox Company may discontinue Equipment and Services, sales, support, delivery or offerings of Equipment and Services at any time for any end of life-cycle or alternative business reasons in causing such discontinuation of Services. The Seedbox Company will use commercially reasonable efforts to provide advance notice.
3.4 Customer is aware that The Seedbox Company will no longer provide security updates or technical support for the discontinued Equipment and Services. Customer is aware that continuing to operate discontinued Equipment or Services do so at their own risk.
3.5 The Seedbox Company may contact Customer for alternative or similar Equipment and/or Services offers.
4. QUOTATION, ORDER AND CONTRACT PROCEDURE
4.1 In the event that a Customer wishes to purchase or use Services or Equipment from The Seedbox Company, Customer shall place a request with The Seedbox Company to that effect.
4.2 Any request shall be submitted (i) in writing by email to request The Seedbox Company to provide a Quotation; or (ii) by submitting an Order in the The Seedbox Company webshop and completing the online Order process on The Seedbox Company’s website (www.seedboxco.net); (iii) by means of or through the Customer Portal for existing Customers.
4.3 The Seedbox Company shall review the request within a reasonable time after receipt thereof. If The Seedbox Company is willing to provide the requested Service(s) and/or Equipment, The Seedbox Company shall confirm such to Customer in writing, by sending (i) a Quotation to Customer or (ii) (in case of the online Order process on The Seedbox Company’s website) by sending an order acknowledgement.
4.4 If Customer approves the Quotation, an authorized representative of Customer shall confirm such to The Seedbox Company in writing by sending a signed Quotation for its understanding and acceptance of the The Seedbox Company Contract Terms in the Quotation.
4.5 The Seedbox Company reserves the right to reject the Order by giving written notice to Customer, taking into account a seven (7) day notice period upon The Seedbox Company’s sole discretion at reasonable grounds, including: if a Customer does not pass the The Seedbox Company Customer verification requirements or in case of (alleged) breach with the Policies, if a Service and/or Equipment is not available, or the Estimated Delivery Data cannot met, in case of an incorrect offering or Fees or The Seedbox Company does not receive the pre- payment or deposit or financial security or exceeds a credit limit, if applicable and at any other reasonable grounds.
4.6 Cloud pay-as-you-go product can be ordered via the The Seedbox Company Customer Portal, which shall contain activation options i.e. Services that are charged to Customer based on Customer’s actual usage of the Service, measured per day/minute/hour or other appropriate unitized measure. Customer may deactivate the Service at any time in the Customer Portal, unless the Customer Portal has indicated that the Service has an Initial Contract Term, in which case clause 20 shall apply.
5. CONTRACT MODIFICATION PROCEDURE
During the Term of the Sales Contract, Customer may submit a Contract Modification request. Customer should submit its Contract Modification request by email or the Customer Portal to The Seedbox Company. In case of a Contract Modification request relating to a Sales Contract that has a Contract Term of one (1) month, the Contract Term shall be automatically extended with one renewal month.
5.1 The Seedbox Company shall be entitled to set conditions to its acceptance and approval of the Contract Modification request, e.g. adjustment of the Service Fees, payment by Customer of a Fee for administrative activities and/or payment by Customer of any other non-recurring Fees in relation to effecting the modification. Every Contract Modification request is subject to acceptance by The Seedbox Company, which may be granted or withheld at The Seedbox Company’s sole discretion as described in Clause 4.5 Such conditions, adjustment and Fees will be specified in the Quotation for Modification.
5.2 Any acceptance of a Contract Modification request shall only be valid if confirmed in writing by an authorised representative of The Seedbox Company. As a general rule, any such confirmation will be made by means of a Contract Overview.
6. DELIVERY OF EQUIPMENT AND SERVICES
6.1 The Seedbox Company shall use commercially reasonable efforts to ensure that:
a) the Services will be ready for Customer’s use on the Estimated Delivery Date; and
b) any Equipment sold by The Seedbox Company to Customer will be delivered on the Estimated requested Delivery Date at the Data Center, as specified in the Quotation. In view of the foregoing, Customer acknowledges that the Delivery Date is a target date.
6.2 The Seedbox Company will confirm the actual Contract Start Date in the Contract Overview.
6.3 With effect from of the Delivery Date, the Equipment shall be for the risk and benefit of Customer. However, title of ownership to the Equipment will only pass to Customer on the receipt by The Seedbox Company of payment – in full – of the Fees for such Equipment, as specified in the Contract Overview. For the avoidance of doubt: In the event that Customer leases Dedicated Equipment, such lease will be an operational lease and payment of Service Fees shall not constitute any transfer of ownership of such Dedicated Equipment to Customer. The Seedbox Company may – at its sole discretion – unilaterally delay the Delivery Date and/or Contract Start Date, by giving written notice to Customer, taking into account a notice period of at least five (5) days, provided that Customer shall be entitled to a credit equal to ten percent (10%) of the non-recurring Fees, referred to in Clause 10.4b), with respect to the affected Service if The Seedbox Company unilaterally delays the Delivery Date and/or Contract Start Date by more than thirty (30) days after the initial Contract Start Date or Estimated Delivery Date. The Seedbox Company’s notice of delay shall state a new Contract Start Date and/or Estimated Delivery Date.
6.4 In case Customer has a complaint with respect to:
a) the Service, Customer shall provide written notice to The Seedbox Company, including in reasonable detail the grounds for its complaint, within two (2) days from the Delivery Date in the absence whereof Services shall be deemed to be approved of by Customer;
b) any Equipment sold by The Seedbox Company to Customer, Customer shall provide written notice to The Seedbox Company, including in reasonable detail the grounds for its complaint, within five (5) days from the Delivery Date in the absence whereof such Equipment shall be deemed to be accepted and approved of by Customer.
6.5 In the event that Customer has provided its written complaint in accordance with Clause 6.4, and such complaint is found to be justified, The Seedbox Company shall take such action as necessary, and as expeditiously as reasonably practicable, to correct or cure such defect or failure. The Seedbox Company will subsequently notify Customer hereof once the Service or Equipment is functioning properly and the complaint periods specified in Clause 6.4 shall (re)commence on the date of such notice.
7. USE OF SERVICES AND EQUIPMENT
7.1 Customer using the Services, software or Equipment, maintaining due care in respect of keys and access thereto, all within scope of the relevant Sales Contract, applicable laws and the Policies. Customer’s use of any information obtained via the Network is at Customer’s own risk. The Seedbox Company specifically denies any responsibility for the accuracy or quality of information obtained through its Services.
7.2 The Seedbox Company is not responsible or liable for and makes no representation or warranty, express or implied, with respect to the accuracy, quality or completeness of the (content of) information and communications, in whatever form transmitted over the Network.
7.3 Customer acknowledges that, by offering or providing the Services, The Seedbox Company does not publish or otherwise provide Customer’s content to any End Users. Customer agrees that Customer shall, at all times, be solely responsible for all content including but not limited to text, graphics, sound, video, data and any aspect of Customer’s content.
8. PERSONAL DATA / DATA PROTECTION
8.1 In the performance of The Seedbox Company’s obligations under the Sales Contract, The Seedbox Company and its Affiliates shall Process Personal Data for or on behalf of the Customer. The Seedbox Company does not control and never acts as Data Controller of any (personal) data and content of Customer transmitted over the Network. Parties acknowledge and agree that with regard to the Processing of Personal Data on the Customer’s behalf, the Customer is the Data Controller, and The Seedbox Company is the Data Sub-Processor. In order to comply with the relevant data protection legislation, in particular the GDPR as it forms part of the law of England and Wales by virtue of section 3 of the EU Withdrawal Act 2018, with respect to the Processing of Personal Data by The Seedbox Company, Parties agree upon the conditions as set forth in this Clause 8.
8.2 The Seedbox Company and its Affiliates shall Process Personal Data if and to the extent such Processing is required in the performance of the under Sales Contract(s) and any related marketing and sales activities whereby Customer engages with The Seedbox Company, all of the above permitted by the legal grounds provided under the GDPR. In addition, such is permitted if The Seedbox Company is under a legal obligation to Process the Personal Data. The Seedbox Company shall inform the Customer of such legal obligation unless it is prohibited by law or reasons of important public interest from doing so.
8.3 The Seedbox Company ensures that the persons authorized by The Seedbox Company and/or its Affiliates to Process the Personal Data shall have access to the Personal Data as is required and necessary for the performance of The Seedbox Company’s obligations under the Sales Schedules and the Sales Contract.
8.4 The Seedbox Company shall arrange for all appropriate technical and organizational measures, to the extent such measures may be reasonably expected of The Seedbox Company, to protect the Personal Data from loss, loss of integrity or from any form of unlawful Processing and shall ensure that these measures to the extent such measures may be reasonably expected of The Seedbox Company meet all requirements under the applicable data protection legislation. An overview of the technical and organizational measures taken by The Seedbox Company is included in the privacy statement.
8.5 In case The Seedbox Company engages sub-contractors in the performance of the Sales Contract, The Seedbox Company shall request similar data protection obligations as set forth in this Clause 8 on those sub- contractors.
8.6 The Seedbox Company shall provide all reasonable assistance to the Customer in order for the Customer to fulfill its obligations to respond to requests by data subjects (such within the meaning of the GDPR) exercising their rights under the applicable data protection legislation.
8.7 The Seedbox Company shall provide all reasonable assistance to the Customer in order for the Customer to comply with its obligations, taking into account the nature of the Processing and the information available to The Seedbox Company.
8.8 In case The Seedbox Company discovers a data breach that may adversely affect the protection of Personal Data Processed by The Seedbox Company on behalf of the Customer, The Seedbox Company will notify the Customer, to the extent permitted by law, as soon as reasonably possible. The Seedbox Company will cooperate with the Customer on the investigation of the personal data breach. The Customer sh