THE FOLLOWING TERMS GOVERN OUR AGREEMENT TO PROVIDE SERVICES TO YOU AS THE CUSTOMER. IT IS IMPORTANT THAT YOU READ THESE IN FULL AND CAREFULLY. BY NATURE OF HAVING A NOOSOM PRIVATE LIMITED ACCOUNT YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.
These General Terms & Conditions together with any Specific Terms and Conditions for your Services and the Acceptable Use Policy form the Agreement between You and Us. If any of these General Terms & Conditions are inconsistent with any Specific Terms and Conditions for your Services, then the Specific Terms & Conditions shall prevail.
By signing up for the Services you warrant that you are capable of entering into a binding contract; or are acting with the express permission of a person or organisation and using the payment details of that person and that they also agree to be bound by the terms of this Agreement. You also agree to comply and adhere to any and all applicable laws and regulations in relation to this Agreement.
“Acceptable Use Policy” means the Noosom Private Limited policy which forms part of this Agreement and sets out the remit for your use of the Services.
“Agreement” means any agreement to which these General Terms & Conditions together with any Specific Terms & Conditions for your Services and the Acceptable Use Policy are incorporated.
“Order” means a request made by a customer for Services to be supplied pursuant to the terms of this Agreement.
“Services” means the services and or products to be provided by Noosom Private Limited.
“Noosom” means Noosom Private Limited, a company registered in India under company number U72900GJ2022PTC129710 and our registered office is at B5, 1105, Colonnade 2, Bodakdev, Ahmedabad, 380054, India.
“Us” means Noosom Private Limited, a company registered in India under company number U72900GJ2022PTC129710 and our registered office is at B5, 1105, Colonnade 2, Bodakdev, Ahmedabad, 380054, India.
“You” means the person or company who purchases services from Noosom.
This Agreement will only commence when we provide You with written confirmation that your Order has been accepted.
however arising regardless of whether such loss or damage was foreseeable or in our mutual contemplation and whether arising in or caused by breach of contract, tort, breach of statutory duty or otherwise.
We shall not be responsible for any failure to provide any Services or perform any obligation under this Agreement because of any act of God, strike, lock-outs or other industrial disputes (whether our employees or any other party) or compliance with any law of governmental or any other order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers, work stoppage, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunication services generally, or other similar force beyond our reasonable control.
Our failure to require You to perform any of your obligations under this Agreement shall not affect our right to require such performance at any time in the future and nor shall the waiver by Us of a breach of any provision be taken or held to be a waiver of the provision.
The provisions, terms, conditions representations, warranties, covenants, and obligations contained in or imposed by this Agreement which by their performance after the termination of this Agreement, shall be and remain enforceable notwithstanding termination of the Agreement for any reason. However, neither we nor You shall be liable to one another for damages of any sort resulting solely from terminating this Agreement in accordance with its terms.
You agree that any notice or communications required or permitted to be delivered under this Agreement by Us to You shall be deemed to have been given if delivered by email, in accordance with the contact information You have provided.
You accept that all Intellectual Property Rights belonging to Us shall at all times during this Agreement remain vested in Noosom Private Limited / COM Software Limited.
Except as otherwise set out in the Domain Dispute Policy, Your rights and obligations and all contemplated by this Agreement shall be governed by the law of England and Wales and You submit to the exclusive jurisdiction of the English courts.
If any legal action or proceedings, including arbitration, relating to the performance or the enforcement of any provision of this Agreement is commenced by either You or Us, the prevailing party shall be entitled to recover reasonable legal fees, costs and disbursements from the other party, in addition to any other relief to which the prevailing party may be entitled.
We may update the General Terms and Conditions, any Specific Terms and Conditions (including any technical specification relating to the Services), the Acceptable Use Policy, Privacy Policy and any other information relating to the Services from time to time to comply with law or to meet our changing business requirements. We shall, as we deem reasonable, give You prior notice of any significant changes to the Agreement.
You further agree to review the terms and conditions regularly to ensure You are aware of any modifications and You agree to be bound by such modifications unconditionally.
If You consist of more than one entity, your obligations under this Agreement are joint and several.
This Agreement does not provide and shall not be interpreted to provide any third parties, with any remedy, claim, cause of action or privilege.
This Agreement constitutes the entire Agreement between the parties and agreements are representations or warranties, express or implied, statutory or otherwise and no agreements collateral here to than as expressly set or referred to herein. This Agreement supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein.
Nothing in this Agreement shall be construed as creating an agency relationship, partnership or joint venture between the parties.
In the event that any provision of this Agreement is deemed unenforceable or invalid under any applicable law or pursuant to a court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provisions with one that is valid and enforceable and which achieves, in our reasonable opinion, to the fullest extent possible, the original objectives and intent between You and Us.
Sections 1 to 7 have been removed from this agreement as they are not relevant.
8.1. Noosom services and servers may only be used for lawful purposes. Any use which contravenes any national, European or international laws which may apply to Noosom, the Customer’s local jurisdiction, or any jurisdiction that the Customer or the Customer’s site may be subject to is strictly prohibited.
8.2.
While using a Noosom supplied Root Server, the Customer will not:
8.2.1.
Restrict or inhibit any other user from using and enjoying the web services and installed programs available;
8.2.2.
Post or transmit any unlawful, threatening, abusive defamatory, pornographic, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability, or otherwise contravene any national, European or international law and laws protecting intellectual property including copyright, trademark, trade secret, misappropriation and anti-dilution laws;
8.2.3.
Post, publish, transmit, reproduce or distribute any information or software which contains a virus or other harmful component;
8.2.4.
Operate an open mail relay;
8.2.5.
Transmit any unsolicited commercial or bulk e-mail or engage in any activity known or considered to be “spamming” or “Mail Bombing”;
8.2.6.
Use any Noosom Server or service to carry out, or assist in the carrying out of, any “denial of service” attacks on any other website or internet service.
9.1.
You agree to fully defend and indemnify and hold harmless Noosom of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including legal fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of Noosom in any way related to your use of the Noosom Services or any portion thereof.
9.2.
You agree fully to indemnify Noosom and to keep Noosom fully indemnified against any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including legal fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any infringement or claimed infringement of any copyright or other intellectual property right of any third party which is in any way related to your use of the Noosom Services or any portion thereof. Choice of legal representation remains exclusively that of Noosom.
9.3.
For the purposes of this Clause 9, Noosom includes any parent company or companies, its subsidiaries and affiliated companies.
10.1
Either party can terminate this Agreement upon written notice 30 days’ prior to the end of the agreed upon minimum Contract Term. Once the minimum Contract Term has expired, Noosom can terminate this contract for any reason upon fourteen (14) days’ prior notice. The customer may terminate the contract for any reason upon 30 days’ written notice. The customer-requested termination shall take effect at the end of the calendar month in which the 30 days’ notice period has ended. Either party shall be entitled to terminate the contract without prior notice in case there is a special reason.
10.2
In the event of any contravention of any of these terms and conditions including the Acceptable Use Policy which is to be found at the end of these terms and conditions Noosom reserves the following rights which may be exercised without notice and at the sole discretion of Mission:
10.2.1
the right to terminate this contract
10.2.2
the right to deny the Customer access to a server
10.2.3
the right to terminate the Customer’s services and in any such event the Customer will be held fully responsible for any damages to the Customer, Noosom, or any other party or parties resulting from any such conduct.
10.3
Noosom shall have no responsibility to notify any third-party providers of services, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification. The Customer agrees that Noosom has the right to monitor the servers electronically from time to time and to disclose any information as necessary under the law, or to protect itself from claims by a third party or parties. Noosom reserves the right to remove or remove access to any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, offensive, or in contravention of this Agreement.
Upon termination of this contract, all servers shall remain the property of Noosom and are not subject to customer demands.
12.1
Mission makes every reasonable effort to maintain the uninterrupted operation of the Noosom Services, subject to regularly scheduled server and network maintenance cycles. However because many events and circumstances are beyond the control of Noosom, Noosom does not in any way warrant or otherwise guarantee the availability of the Noosom system or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of Noosom. Noosom may, at its sole discretion, limit or deny access to its servers, if, in the judgment of Noosom, such limitations or denials of access are required to assure the security of the network, the integrity of the network structure, or to prevent damage to the network, the software or the data stored on the Noosom Servers.
12.2.
To the extent permitted by law Noosom shall not be liable to the Customer save as expressly provided for in this Agreement and shall have no other obligations, duties or liabilities whatsoever in contract, tort or otherwise to the Customer.
12.3
So far as is permitted by law and subject to the express terms of this Agreement Noosom makes no warranty to the Customer as to the quality of the Services or their fitness for purpose and in any event, Noosom shall only be liable for material breaches of its obligations under this Agreement and to the extent of 500 GBP per breach.
12.4
Neither party shall have any liability to the other in respect of any breach of this Agreement for loss of revenue, business, anticipated savings or profits or any loss of use or value of any equipment or for any indirect or consequential loss howsoever arising, save as set out in this Clause 12.
12.5
Nothing in this Agreement shall:- (a) exclude or restrict Noosom for liability in respect of the death or personal injury or fraud resulting from the negligence of Noosom, its employees or agents; (b) exclude the conditions and warranties implied by Section 12 of the Sale of Goods Act 1979 and where the Customer deals as a consumer, the conditions implied by Sections 13 to 15 inclusive of the said Act and by Sections 3 and 4 of the Supply of Goods and Services Act 1982; or (c) where the Customer deals as a consumer, affect the Customer’s statutory rights.
12.6
The Customer will indemnify Noosom for all loss of revenue, business profits, costs and expenses arising from any failure by the Customer to use the Services in accordance with this Agreement and against any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the site by the Customer.
12.7
Mission disclaims all liabilities in connection with the following :
12.8
Nothing in this Agreement shall prevent Noosom from pursuing payment of a debt against the Customer.
12.9
Where the Customer accesses this site from locations outside the United Kingdom, the Customer does so on the Customer’s own initiative and is responsible for compliance with local laws.
12.10
The Customer understands that by placing information on root servers, depending on the configuration of the server, possibly due to client staff configuration changes, such information may be accessible to other Internet users. Noosom does not limit or restrict access to such information, nor protect any such information from copyright infringement or other wrongful activity. The Customer assumes full responsibility and risk for their use of the Root Server. It is the Customer’s sole responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, and other information, and the quality and merchantability of all merchandise, provided through Noosom or on the Internet generally.
Customer Users must be at least 18 years of age or require the approval of the minor’s legal guardian. Noosom will not have any liability in respect of any breach of this Agreement for loss of revenue, business, anticipated savings or profits or any loss of use or value of any equipment or for any indirect or consequential loss howsoever arising by the actions of a minor.
14.1.
The Customer agrees not to maliciously or intentionally interfere with the proper operation of the server and network, including but not limited to defeating identification procedures, obtaining access beyond that which the Customer is authorised for, and impairing the availability, reliability, or quality of service for other customers. The Customer further agrees not to interfere with the proper operation of other systems reachable through the Internet, including any attempt at unauthorised access. The Customer agrees to follow the Acceptable Use Policy of any network or service to which the Customer connects.
14.2.
The Customer agrees to adhere to all system policies of Noosom, as such may be published by Noosom online from time to time, including restrictions on services available, restrictions on certain features, and all other policies designed to protect and enhance the quality and reliability of the services of Noosom including the Acceptable Use Policy which is to be found at the end of these terms and conditions. The Customer agrees to abide by any and all future policy decisions by Noosom.
Noosom will deliver a secure, certified multi-server system with failover, backup and PLESK remote control features. Independent 3rd Party penetration testing and security certificates will be supplied and the servers will be maintained to this certified level of security.
15.1.
Except with respect to issues concerning the physical security of Mission’s data centre facilities, the Customer agrees that should any customer administrator change certified security settings, the security of the server and all Services is solely the Customer’s responsibility. It then becomes the sole responsibility of the Customer to maintain and update security software on the Root Server. Under no circumstance will Noosom be held liable for security breaches and damage caused by the Customer’s changes or failure to maintain or update the security software or to maintain adequate security protocols in the administration of the Root Server. Any security setting changes required or made by client administrators must be notified to Noosom within 1 day of any changes being made.
15.2.
To secure Root Servers from external misuse, Customers are encouraged to utilise packet filtering technology as part of any changes.
15.3.
The Customer agrees that if the security of the Customer’s server has been compromised in any way, the Customer will notify Noosom immediately in writing as set forth in Clause 21.2 herein. The Customer shall be held fully responsible for any misuse or compromise of the Customer’s server, following client security changes, for which Noosom is not properly notified. The Customer agrees that if any security contraventions are believed to have occurred in association with the Customer’s server, Noosom has the right to suspend access to the server pending an investigation and resolution. The Customer also agrees that Noosom has the right to cooperate in any government or legal investigation regarding any aspect of its services, including any servers used by the Customer. Any use of Mission’s system to engage in software piracy or other contraventions of law will result in service suspension and be immediately reported to the appropriate authorities.
15.4.
Without special agreement Noosom is not obliged to undertake backup of data. In this context the customer is once again reminded of their obligation for data backup.
The Customer agrees not to transmit unsolicited or prohibited advertising or other harassing or illegal materials through electronic mail, Usenet postings, or other Internet media. The use of Noosom or any other service with reference to services obtained through Noosom, for unsolicited mass mailings, postings, or other activities considered an annoyance to others, commonly referred to as “spamming”, is strictly prohibited.
Except for the Noosom GT&C at the beginning of this document, which apply to all transactions between Noosom and any of its customers (including in particular the cancellation rights of consumers to which attention is specifically drawn), this Agreement supersedes any written, electronic, or oral communication the Customer may have had with Noosom or any agent or representative thereof, and constitutes the complete and total agreement between the parties. If any of the provisions contained herein are in conflict with the Noosom GT&C, the provisions in this Agreement shall prevail.
If any provision of this Agreement is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect and said provision shall be reformed only to the extent necessary to make it enforceable.
This system is owned and operated by Noosom Private Limited, a company registered in India under company number U72900GJ2022PTC129710 and our registered office is at B5, 1105, Colonnade 2, Bodakdev, Ahmedabad, 380054, India.
20.1
No delay, neglect or forbearance on the part of either party in enforcing against the other party any terms or conditions of this Agreement shall either be or be deemed to be a waiver in or in any way prejudice any right of that party under this Agreement, unless such waiver shall be in writing.
20.2
Any notice, invoice or other document which may be given by either party under this Agreement shall be deemed to have been duly given if sent by first class post, or where the parties expressly agree by electronic mail or facsimile transmission, to such person and such address as either party shall nominate for this purpose from time to time.
20.3
This Agreement shall be construed and governed in all respects in accordance with the Law of England and Wales and the English Courts shall have exclusive jurisdiction in respect of any disputes arising hereunder.
20.4
Each party shall treat as confidential all information received by it from the other party relating to the other party’s business, customers, strategies and plans, and such information may only be used for the purpose of this Agreement and may only be disclosed in strict confidence to its professional advisers or any person to whom disclosure is required by law, to its employees or subcontractors where reasonably necessary for the purposes envisaged by this Agreement, and where otherwise specifically permitted by this Agreement.
Nothing in this Agreement shall be taken as granting any rights expressly or impliedly whether contractual or statutory to persons other than the Company and the Customer, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Nothing contained herein shall be interpreted as creating an agency, partnership or joint venture between Noosom and the Customer.
Noosom may without advance notice amend this Agreement from time to time, and will do so by posting the new Agreement on the Noosom website in place of the old. Each and every such amendment shall be become effective immediately for all pre-existing and future accounts. It is your responsibility to periodically check the Noosom website for updates of this Agreement.
The Customer should address any complaints concerning the provision of the Services to the Company at the Company’s address.
Neither this Agreement or any rights or obligations hereunder may be assigned or transferred or sub-contracted by the Customer in part or in whole to a third party, without the prior consent of the Company such consent not to be unreasonably withheld. The Company may on providing notice to the Customer assign this Agreement in part or in whole to any third party.
Each Customer who operates a server from Noosom is solely responsible for all stored and transmitted data of the server and all actions which emanate from the server. The Customer must take adequate measures which comply with the current state of technology to ensure that any misuse of the server is effectively prevented. Noosom reserves the right to block any server at any time which causes a loss of network integrity or affects the network operation of other servers without prior warning including those actions which are not specifically referred to below. Noosom further reserves the right to remove a server from the network if it is deemed to be causing excessive load or traffic over an unacceptably long period. Noosom further reserves the right so far as permitted by law to maintain logs of impermissible actions and to preserve the contents of servers as well as the right to hand over such logs or contents in accordance with legislation, on Order of the Court or orders from any other body appointed by law. PROHIBITED ACTIONS AND CONSEQUENCES OF INFRINGEMENTS
IP spoofing refers to the falsification of the IP sender address for outgoing IP packages. This technology is generally used to conceal the origin of IP packages. Noosom has installed anti-spoofing filters in order to prevent IP spoofing. All attempts at IP spoofing are automatically logged. Any attempt at IP spoofing will lead to the immediate blocking of the server without prior warning.
MAC spoofing refers to the falsification of a sender address of an Ethernet framework. This technology is often used to give a false identity in the local network or for a router. MAC flooding refers to the sending of Ethernet frameworks with a number of different sender addresses for the purpose of flooding MAC databanks of switches thus causing a malfunctioning of these switches. Noosom has put in place measures which in the event of any attempt at MAC spoofing or MAC flooding trigger an immediate and automatic blocking of the server without prior warning. All attempts at MAC spoofing and MAC flooding are automatically logged.
ARP spoofing refers to the falsification of an ARP entry on a router by unsolicited ARP replies. This technology is often used to prepare a man-in-the-middle attack. ARP flooding refers to the mass transmission of ARP replies for the purpose of flooding the ARP databank of a router and thus causing a malfunctioning of this switch. All attempts at ARP spoofing and ARP flooding are logged and will lead to the immediate blocking of the server without prior warning.
The transmission of switch protocol frameworks, in particular spanning tree protocol frameworks (BPDUs) will lead to the immediate and automatic blocking of the server without prior warning. All attempts to transmit switch protocol frameworks are logged.
Spam refers to the mass transmission of unsolicited or unrequested email advertisements. Malware refers to any type of injurious software e.g. viruses, worms, trojans, backdoors, spyware or illegal dialers. The sending of spam can lead to a warning being sent to the server operator or to the immediate blocking of the server without prior warning depending upon the gravity of the infringement. The sending of Malware will lead to the immediate blocking of the server without prior warning.
Phishing refers to illegal attempts to release access data for security areas to a wide distribution of users. Well known websites are often imitated so as to appear deceptively genuine for this purpose. The websites are reached under domain names which are similar to the original domain names. Users are invited by misleading emails to enter their access data on such hoax websites. Phishing will lead to the immediate blocking of the server without prior notice.
Denial of Service attacks (DoS) refers to an attack on a server with the purpose of disabling one or more of its services. This generally occurs by overloading e.g. by attacks with a number of small UDP packages or TCP-SYN packages. Where the attack is coordinated by a larger number of other systems this is referred to as a Distributed Denial of Service (DDoS). Noosom has put in place measures which permit the empirical recognition of Denial of Service attacks. All Denial of Service attacks are logged. A Denial of Service attack will lead to the immediate blocking of the system without prior warning.
The Scanning of computers refers to the systematic searching for services on this computer with the purpose of detecting weaknesses in the services in order to utilise them for hacking at a later time. The scanning of external computers can lead to a warning being sent to the operator of the service or to the immediate blocking of the server without prior notice according to the seriousness of the infringement.
All non-authorised or illegal access to IT systems (e.g. “hacking” will lead to the immediate blocking of the server without prior warning.
The offering of unlawful or abusive, pornographic, racist, politically radical, defamatory or offensive information as well as information which contravenes the rights of third parties in whatever form will lead to the immediate blocking of the server without prior warning.
The Customer is prohibited either from offering or distributing any information which is protected by copyright without lawful authority. The operating of so called P2P exchanges, download services or streaming services over which copyright protected information could be distributed without lawful authority is not permitted. It is also prohibited to make available links which connect to P2P exchanges, download services, streaming services or information provided by them. In case of infringement Noosom reserves the right to remove the server from the network without prior warning and to terminate the agreement.
