Neptunhost OÜ Terms of Service

Valid from: 01.09.2024

INTRODUCTION AND SUMMARY

These Terms of Service apply to all services offered and/or provided by Neptunhost OÜ to our customers, unless explicitly stated otherwise in writing in our offer or an agreement.

To help you understand these Terms of Service, we have prepared a short non-binding summary. Please note that the summary is provided for your information only, and that the legally binding terms and conditions follow the summary.

1. To become our customer, you first need to enter into a Customer Agreement with us. You can do this by filling out a sign-up form on our website, providing the necessary information about yourself (and your company or organisation, if applicable), and confirming that you’ve read, understood, and accepted these Terms of Service.
2. Once you’ve become a customer, you’ll be able to log in to the Portal. This is the restricted-access part of our website where you can place orders for new services and check the status of your current services. From a legal standpoint, each order turns into a Service Agreement as soon as we accept it.
3. We offer a variety of services, including managed hosting, cloud services, consulting, and support. Functional descriptions and prices of the services are available in the Portal.
4. We will charge you for most services in advance, typically once a month. You can usually cancel any service by giving us about a month’s notice. If you paid us in advance for a longer period, we will refund any unused fees, but keep in mind that if you received a discount based on a minimum volume or period of service, we may need to recalculate your fees before making any refunds.
5. We may change these Terms and our prices from time to time. If the changes are detrimental to you, you may withdraw from the affected agreements without penalties. Consumers who use our services for personal, non-commercial purposes have additional rights.
6. An integral part of this document is also our ACCEPTABLE USE POLICY FOR NEPTUNHOST SERVICES. Please be sure to familiarise yourself with the contents of this document beforehand.

If you have any questions, feel free to get in touch with our support team. We are happy to help.

TERMS OF SERVICE

1. DEFINITIONS

1. Agreement: A Customer Agreement or Service Agreement.
2. Consumer: A natural person who concludes a transaction not related to independent economic or professional activities.
3. Customer: A legal or natural person to whom Neptunhost offers and/or provides its services.
4. Customer Agreement: An Agreement containing Customer-specific terms and incorporating these Terms by reference.
5. Customer Data: Any data provided by (or by arrangement of) the Customer to be stored, transmitted, or otherwise processed through the Services.
6. Data Processing Agreement (DPA): An optional annex to a Service Agreement containing specific instructions concerning the processing of personal data by Neptunhost for or on behalf of the Customer.
7. Effective Date: The date when an Agreement becomes effective.
8. Electronic Communications Service: A service that consists wholly or mainly of the transmission or conveyance of signals over an electronic communications network.
9. Information Assets: Hardware, software, data, network infrastructure, and IT services.
10. Information Society Service: A service normally provided for remuneration, at a distance, by electronic means and at the individual request of a recipient of services.
11. Order: An offer made by the Customer to Neptunhost for the purchase of services.
12. Party: Customer or Neptunhost.
13. Portal: A controlled-access subsection of the Website through which the Customer can place Orders, keep track of Agreements, payments, and services, and communicate with Neptunhost.
14. Service: An Information Society Service or Electronic Communications Service provided by Neptunhost to the Customer under a Service Agreement.
15. Service Agreement: An Agreement containing Service-specific terms and incorporating the Customer Agreement by reference.
16. Service Level Agreement (SLA): An optional annex to the Service Agreement containing binding service level objectives for that service.
17. Terms: These Neptunhost Terms of Service.
18. Website: A website operated by Neptunhost at https://neptun.cloud or any subdomains thereof or other Neptunhost-operated and branded webpages.
19. Neptunhost: Neptunhost OÜ, a private limited company established under the laws of Estonia (registry code: [Insert registry code]; registered address: Harju maakond, Tallinn, Kesklinna linnaosa, Ahtri tn 12, 10151, Estonia; phone: [Insert phone number]; e-mail: [email protected]).

2. FORMATION OF AGREEMENTS

1. A Customer has one Customer Agreement and may have one or more Service Agreements with Neptunhost.
2. The Customer Agreement contains the Customer’s details as well as any Customer-specific deviations from and amendments to the Terms, which are incorporated into the Customer Agreement by reference. The Customer Agreement is open-ended and does not set forth any payment or service delivery obligations of either Party.
3. A Service Agreement contains the specifications of a Service provided to the Customer and any Service-specific deviations from and amendments to service descriptions, price lists, and any other documents that may be incorporated into the Service Agreement by reference. Each Service Agreement incorporates, by reference, a Customer Agreement (and, indirectly, these Terms); if there is no Customer Agreement yet, one will be made simultaneously with the Service Agreement. Service Agreements are made for a specific performance or indefinite term; indefinite-term Service Agreements may contain fixed-term provisions.
4. A Service Agreement may have zero or more annexes, including without limitation an SLA and/or a DPA.
5. Neptunhost may publish, from time to time, service descriptions and price lists on the Website; doing so constitutes a public invitation to make an offer for purchasing the services. No terms contained in such invitations are binding upon Neptunhost, and Neptunhost may withdraw or update them at any time with immediate effect.
6. The Customer may place, from time to time, Orders with Neptunhost for the purchase of services, referring to then-current service descriptions and price lists, and/or to a valid proposal if applicable. Each Order is deemed to incorporate the Customer Agreement by reference. Any additional or different terms provided or referred to by the Customer shall only be binding if and to the extent accepted by Neptunhost in writing.
7. A Service Agreement becomes effective upon Neptunhost’s acceptance of the Order or on a specific date set forth in the Order and/or acceptance notice.

3. USE AND PROVISION OF SERVICES

3.1 General

1. Access credentials. The Customer bears full responsibility for maintaining the confidentiality of any credentials (including usernames and passwords) used to gain access to the Portal and/or Services. Neptunhost has the right to assume that anyone authenticated with the Customer’s valid credentials is acting lawfully on behalf of the Customer, and the Customer is liable for any such actions.
2. Suspension of access. Neptunhost shall invalidate the Customer’s credentials without delay upon receiving a notification from the Customer of lost or compromised credentials. Neptunhost may also invalidate the Customer’s credentials if it reasonably believes they have been compromised. In such cases, Neptunhost will notify the Customer at the earliest reasonable opportunity. Access will be restored as soon as the Customer’s new credentials are issued and verified.
3. No monitoring of Customer Data. Neptunhost is not under a legal obligation to monitor, and shall not monitor, information upon the mere transmission thereof, temporary storage in cache memory, or storage at the Customer’s request, nor is Neptunhost obligated to actively seek facts or circumstances indicating illegal activity.
4. Notice procedure. Neptunhost has established a notice procedure enabling third parties to submit complaints if they suspect the services are being used in violation of laws or regulations. In such cases, Neptunhost may deny access to Information Assets, limit or suspend the Customer’s ability to use the Services, or disclose the Customer’s identity to authorities.

3.2 Hosting Services

1. Neptunhost is responsible for the technical infrastructure (e.g., power, network connectivity, hardware, and virtualization layer); the Customer is responsible for everything on top of that, including Customer Data.
2. Neptunhost makes disaster recovery backup copies of Customer Data. Restoration of lost or damaged data may incur a fee if the loss was not Neptunhost’s fault.

3.3 Domain Services

1. Domain Name orders are governed by the rules set by third-party registrars. Customers agree to these rules when placing a Domain Order.

3.4 Certificate Services

1. Certificates issued through third-party certifiers are governed by the rules set by the certifiers.

4. FEES AND PAYMENTS

4.1 Types of Fees

1. Period fees, metered fees, and one-off fees apply depending on the service provided.
2. Conditional discounts may apply based on volume or period commitments. Breaches of these commitments will result in recalculation or voiding of discounts.

4.2 Electronic Invoicing

1. Invoices are sent electronically. Payment terms are 14 days unless otherwise agreed. Delayed payments may result in service suspension or penalty interest.

5. CHANGES

1. Neptunhost may update its terms, service descriptions, and prices by publishing them on the website. Customers will be given 30 days' notice for changes to then-current agreements.

6. TERM AND TERMINATION

1. Agreements remain effective until terminated by mutual agreement, fulfillment, or cancellation.
2. Both parties may cancel agreements, with a 30-day notice period for Service Agreements.
3. Extraordinary cancellations are permitted in cases of breach, default, or insolvency.

7. CONFIDENTIALITY

1. Confidential information disclosed during an Agreement must be protected and used only for purposes related to the Agreement.
2. Confidentiality obligations survive the termination of the Agreement.

8. INTELLECTUAL PROPERTY

1. Intellectual property rights remain with their original owners. Neptunhost grants a limited license for necessary software use, and the Customer grants Neptunhost a license to handle any information processed under the Service Agreement.

9. LIABILITY

1. Neptunhost is not liable for indirect, special, or consequential losses. Liability for direct damages is limited to the amount paid in the last 12 months.

10. CONSUMER RIGHTS

1. Consumers have the right to withdraw from agreements within 14 days if the services have not yet begun.

11. PROCESSING OF PERSONAL DATA

1. Neptunhost processes personal data in compliance with the GDPR. Details are provided in the Privacy Notice.

12. GOVERNING LAW AND JURISDICTION

1. The Agreement is governed by the laws of Estonia, and disputes will be resolved in the Harju County Court of Tallinn, Estonia.