FAQ Overview

DATED June 2024

(1) My Open Source Project (Get Hosted Online)

(2) the Client

WEBSITE HOSTING SERVICE LEVEL AGREEMENT

THIS AGREEMENT was drafted and created on June 2024

BETWEEN:

(1) Get Hosted Online t/a My Open Source Project a company registered in UK under number 15523901 whose registered office is at Flat 13 Lincoln Court, Padiham, BB12 8EW (“the Service Provider”) and

(2) My Open Source Project Hosting Customer (“the Client”)

WHEREAS: 

(1) The Service Provider is engaged in the business of providing Hosting Services to clients and has reasonable skill, knowledge, qualifications and experience in that field.

(2) The Client wishes to acquire the Hosting Services provided by the Service Provider as detailed in Clause 6 and Schedule 1, subject to, and in accordance with, the terms and conditions of this Agreement.

(3) The Service Provider wishes to provide the Hosting Services to the Client subject to, and in accordance with, the terms and conditions of this Agreement.

IT IS AGREED as follows: 

1. Definitions and Interpretation 
1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

2. Unless the context otherwise requires, each reference in this Agreement to:
1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
3. “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
4. a Schedule is a schedule to this Agreement; and
5. a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
6. a "Party" or the "Parties" refer to the parties to this Agreement.
3. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
4. Words imparting the singular number shall include the plural and vice versa.

2. Term of Agreement
1. This Agreement will come into force on the Commencement Date of June 2024 and shall continue in force for an initial Term of 1 year from that date, subject to the provisions of Clauses 7 and 12.
2. Following the end of the initial Term, the Term of this Agreement may be renewed for further periods of 10 years (which shall thereafter be defined as part of the Term).

3. Service Provider’s Obligations
1. The Service Provider shall provide the Hosting Services to the Client in accordance with the provisions of Clause 6 and Schedule 1 and in accordance with the required Service Levels set out in Clause 7.
2. The Service Provider shall provide the Client with such information and advice in connection with the Hosting Services and the provision thereof as the Client may, from time to time, reasonably require both before and during the provision of the Hosting Services.
3. The Service Provider shall use reasonable endeavours to keep the Client informed of any special requirements (including, but not limited to, legislative requirements) applicable to the provision of the Hosting Services.  To the extent necessary and appropriate, the Service Provider shall promptly take steps to comply with any such requirements.  These steps shall not otherwise alter this Agreement in any way.

4. Client’s Obligations
1. The Client shall provide the Service Provider with such information in connection with the Hosting Services and the provision thereof as the Service Provider may, from time to time, reasonably require both before and during the provision of the Hosting Services.
2. The Client shall comply with any and all terms and conditions which the Service Provider may apply to the Hosting Services.

5. Fees and Payment
1. The Client is given their services free of charge as a courtesy to the open source community.
2. The only requirement is that the service is used in relation to an open source project. 

6. Provision of the Hosting Services
1. The Service Provider shall, throughout the term of this Agreement, provide the Hosting Services to the Client in accordance with the terms and conditions of this Agreement, the provisions of the Hosting Package and the Service Levels.
2. The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, bylaws, standards, codes of conduct and any other rules relevant to the provision of the Hosting Services.
3. The Service Provider may alter, improve or otherwise modify the Hosting Package provided that any such change will not significantly alter the provision of the Hosting Services or result in the removal of any features or services that form part of the Hosting Package.  The Client will be notified no later than 5 Business Days in advance of any planned changes and will receive full documentation of any action required on their part. 
4. The Service Provider shall use all due and proper care to ensure that the manner in which it provides the Hosting Services does not have any adverse effect on the name, reputation, image or business of the Client.

7. Service Levels
1. The Service Provider shall use reasonable endeavours to ensure an Uptime rate of 99.95%.
2. The Service Provider shall implement such organisational, technological and other measures as are reasonably required to ensure the Uptime rate set out in sub-Clause 7.1.
3. For the purposes of this Agreement, Downtime refers to one or more whole periods of 60 minutes commencing upon the submission by the Client of a Support Ticket informing the Service Provider of the non-availability of the Hosting Services

8. Scheduled Service Downtime
1. The Service Provider may, from time to time, require Scheduled Service Downtime in order to perform maintenance and upgrades on its computer systems, network and infrastructure.
2. The Service Provider shall use reasonable endeavours to ensure that any period of Scheduled Service Downtime causes minimal disruption to the Hosting Services and is as brief as is reasonably possible.  Nothing in this sub-Clause 8.2 shall constitute a guarantee of the same.
3. The Service Provider shall notify the Client of Scheduled Service Downtime no later than 5 working days prior to the start of the same.  Such notice shall include an outline summary of the work to be performed during, and the estimated duration of, the Scheduled Service Downtime.
4. Whenever possible, the Service Provider shall use reasonable endeavours to perform maintenance and upgrades without incurring any Scheduled Service Downtime.

9. Service and Performance Monitoring
1. The Service Provider shall appoint the Performance Monitor to ensure that the Hosting Services are provided in accordance with the Service Levels and the terms and conditions of this Agreement and in particular to deal with and respond accordingly to any and all Support Tickets informing the Service Provider of the non-availability of the Hosting Services.

10. Confidentiality
1. Each Party undertakes that, except as provided by sub-Clause 10.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 6 months after its termination:
1. keep confidential all Confidential Information;
2. not disclose any Confidential Information to any other party;
3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms and conditions of this Agreement;
4. not make any copies of, record in any way or part with possession of any Confidential Information; and
5. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 10.1.1 to 10.1.4 above.
2. Either Party may:
1. disclose any Confidential Information to:
1. any sub-contractor or supplier of that Party;
2. any governmental or other authority or regulatory body; or
3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 10.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 10, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

2. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
2. The provisions of this Clause 10 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

11. Intellectual Property Rights
1. The Service Provider will not acquire ownership of any Intellectual Property Rights subsisting in any material belonging to the Client which the Client may, from time to time, require the Service Provider to host or store in the course of providing the Hosting Services.
2. Notwithstanding sub-Clause 14.5, the Client agrees to fully indemnify the Service Provider against any and all costs, expenses, liabilities, losses, damages, claims and judgments that the Service Provider may incur or be subject to as a result of the infringement of any Intellectual Property Rights belonging to any third party arising out of the Client’s failure to obtain the necessary rights and permissions from third parties in relation to any material (or Intellectual Property Rights) owned by such third parties.

12. Termination
1. Either Party may terminate this Agreement by giving to the other not less than 1 month written notice.
2. Either Party may forthwith terminate this Agreement by giving written notice to the other Party if:
1. the other Party commits any other material breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within <<insert period>> after being given written notice giving full particulars of the breach and requiring it to be remedied;
2. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
3. the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
4. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under this Agreement);
5. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
6. the other Party ceases, or threatens to cease, to carry on business; or
7. control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement.  For the purposes of this Clause 12, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
3. The Client shall have the right to forthwith terminate this Agreement by giving written notice to the Service Provider in the event that the Service Provider fails to provide the Hosting Services in compliance with the Service Levels for the period set out in sub-Clause 7.5.
4. The right to terminate this Agreement given by this Clause 12 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

13. Post-Termination Provisions

Upon the termination of this Agreement for any reason:

1. any sum owing by either Party to the other Party under any of the provisions of this Agreement shall become immediately due and payable;
2. any rights or obligations to which any of the Parties to this Agreement may be entitled or be subject before its termination shall remain in full force and effect where they are expressly stated to survive such termination;
3. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
4. subject as provided in this Clause 13, and except in respect of any accrued rights, neither Party shall be under any further obligation to the other;
5. the Service Provider shall forthwith remove any and all information belonging to and pertaining to the Client from its computer systems; and
6. each Party shall (except to the extent referred to in Clause 10) forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information.

14. Liability and Indemnity
1. Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by its negligence (or the negligence of that Party’s employees, agents or subcontractors); for fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by law.
2. Nothing in this Agreement shall limit the Service Provider’s liability for breach of the implied terms implied by section 2 of the Supply of Goods and Services Act 1982 (relating to title and quiet possession).
3. Subject to sub-Clauses 14.1 and 14.2, neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, anticipated profits, revenues, anticipated savings, business opportunity, goodwill, or any indirect or consequential loss arising out of or in connection with this Agreement.
4. The total liability of the Service Provider to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with this Agreement shall be limited to £100.
5. Save for sub-Clause 11.2, the total liability of the Client to the Service Provider, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with this Agreement shall be limited to £100.

15. Force Majeure

Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

16. Data Protection 

The Service Provider will only use the Client’s personal information as set out in the Service Provider’s Privacy Notice available from www.myopensourceproject.com/privacy-policy.

17. Data Processing
1. In this Clause 17, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in the Data Protection Legislation.
2. All personal data to be processed by the Service Provider on behalf of the Client under this Agreement shall be processed in accordance with the terms of the Data Processing Agreement entered into by the Parties on June 2024 pursuant to this Agreement.
3. For the purposes of the Data Protection Legislation and for this Clause 17, the Client is the “Data Controller” and the Service Provider is the “Data Processor”.
4. The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing are set out in Schedule 2.
5. The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in this Agreement.
6. The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:
1. Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law;
2. Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken are set out in Schedule 2;
3. Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
4. Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:
1. The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
2. Affected data subjects have enforceable rights and effective legal remedies;
3. The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
4. The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data;
5. Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
6. Notify the Data Controller without undue delay of a personal data breach;
7. On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and
8. Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 17 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

7. [The Data Processor shall not sub-contract any of its obligations to a sub-contractor with respect to the processing of personal data under this Clause 17 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-contractor, the Data Processor shall:
1. Enter into a written agreement with the sub-contractor, which shall impose upon the sub-contractor the same obligations as are imposed upon the Data Processor by this Clause 17 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and
2. Ensure that the sub-contractor complies fully with its obligations under that agreement and the Data Protection Legislation.
8. Either Party may, at any time, and on at least 30 days notice, alter this Clause 17, replacing it with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to this Agreement.

18. Network and Information Systems Security
1. The Service Provider shall notify the Client immediately in the event that it becomes aware of any security incident affecting its network and information systems that has the potential to affect the Client. The Service Provider shall respond without undue delay to any and all queries or requests from the Client with respect to any such incident, irrespective of whether that incident has been discovered by the Client or the Service Provider, and at all times keeping in mind the extent of any reporting obligations applicable to the Client under the Network and Information Systems Regulations 2018 (the “NIS Regulations”) and any other statutory or regulatory time limits with which the Client is required to comply.
2. The Service Provider shall use reasonable endeavours to ensure business continuity for the Client at all times.
3. The Service Provider shall at all times co-operate fully with the Client with respect to compliance with the NIS Regulations. Such co-operation and compliance shall include, but not be limited to, requests for information in the event of security incidents (suspected or actual) and inspections by regulatory authorities.

19. Nature of the Agreement
1. This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.
2. This agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
3. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
4. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
5. At any time after the Commencement Date each of the Parties shall, at the request and cost of the other Party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Party so requiring may reasonably require for the purpose of giving to the Party so requiring the full benefit of all the provisions of this Agreement.

20. Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement.  The remainder of this Agreement shall be valid and enforceable.

21. Relationship of the Parties
1. Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other party for any purpose.
2. Subject to any express provisions to the contrary in this Agreement, the Service Provider shall have no right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the Client or bind the Client in any way.

22. Notices
1. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
2. Notices shall be deemed to have been duly given:
1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
2. when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.

in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

23. Law and Jurisdiction
1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
2. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

SCHEDULE 1

Hosting Package
1GB of storage space and 1TB of bandwidth per month with full use of standard website processing technologies, including but not limited to: Apache HTTP Server, PHP, MySQL Database, IMAP Email, FTP access.

SCHEDULE 2

1. Data Processing

Scope

No data shall be given to, sold or made profit from the data used or entered into this system.

Nature

From time to time the composition of web server will be checked mainly for malware and good-usage policy which requires open source projects be related to the hosting provided.

2. Types of Personal Data

Mirror name, open source project name etc.

3. Categories of Data Subject

Mirror, Domain, etc.

4. Organisational and Technical Data Protection Measures

No data is to be transmitted to 3rd parties for instance for analytical or reporting reasons. When data is transmitted it is done over a secure connection.