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 docu