Client Hosting & Service Agreement

A signable contract between the Provider and the Client. This is the enforceable, per-client agreement. It is separate from the website-posted Terms of Service and prevails over them where they conflict.

Please read this Agreement carefully before signing or accepting it. If you have any questions, contact us at [email protected].

Agreement details (fill in for each client)

1. Services

The Provider will provide the services selected above (the "Services"), which may include building a website and/or hosting the Client's website on infrastructure the Provider resells from an upstream provider (e.g. Namecheap cPanel). Scope, deliverables, and timelines are as set out in the quote or statement of work agreed by the parties.

2. Fees, payment, and renewal

1. The Client will pay the fees stated above in [CURRENCY].
2. Hosting fees are recurring and renew automatically for successive terms unless the Client cancels in writing before the renewal date. The Provider will make reasonable efforts to send a renewal reminder.
3. Development fees are payable as quoted (e.g. deposit + balance or by milestone).
4. Late payment: if payment is not received within [GRACE_PERIOD, e.g. 7 days] of the due date, the Provider may suspend the Services; continued non-payment for [30 days] may lead to termination and deletion of hosted data.
5. Except where expressly agreed in writing, fees are non-refundable, including domain purchases/renewals.

3. Term and termination

1. This Agreement starts on the Start Date and continues for the Initial Term, then renews per clause 2.
2. Either party may terminate for convenience with [NOTICE_PERIOD, e.g. 30 days] written notice.
3. The Provider may suspend or terminate immediately for breach of this Agreement or the Acceptable Use Policy, non-payment, or where legally required (see clause 7).
4. On termination, the Client should migrate its data promptly. The Provider may delete hosted data after a reasonable period following termination.

4. Client content and responsibilities

The Client represents, warrants, and agrees that:

1. The Client owns or is fully licensed to use all content, code, images, and materials placed on the website, and is solely responsible for their legality and for compliance with all applicable laws.
2. The Client will comply with the Acceptable Use Policy.
3. Where the Client manages its own website (including sites migrated in), the Client is solely responsible for its content, updates, plugins, users, and security choices, and for maintaining its own backups unless a backup service is expressly included.
4. The Client is responsible for the accuracy of its billing and contact details.
5. The Client grants the Provider the limited licence needed to host, store, and serve the Client's content for the purpose of providing the Services.

5. Provider's role

1. The Provider acts only as a service provider and hosting intermediary. The Provider is not the author, owner, publisher, or endorser of the Client's content.
2. The Provider does not actively monitor the Client's content and is not responsible for its accuracy, legality, or quality.
3. The Provider is not liable for the acts or content of the Client, the Client's users, or the Client's website visitors.

6. Acceptable use

The Acceptable Use Policy is incorporated into this Agreement by reference. The Client is responsible for ensuring its site and any authorised users comply with it.

7. Suspension and termination without liability

The Provider may suspend or terminate the Services, in whole or in part, without liability, if the Client (or its content or users) breaches this Agreement or the Acceptable Use Policy, fails to pay, or where the Provider reasonably believes the content or use is illegal or exposes the Provider or its upstream provider to legal risk or a takedown demand. For serious or urgent violations (e.g. malware, phishing, illegal content, or a court/registrar demand), the Provider may act immediately and without prior notice and may report the matter to the relevant authorities.

8. Backups and data

Unless a backup service is expressly included in the Client's plan, the Client is responsible for maintaining its own backups. Any backups the Provider takes are provided as a courtesy on a best-efforts basis and are not guaranteed. The Provider is not liable for lost or corrupted data.

9. Warranties and disclaimers

The Services are provided "as is" and "as available", without warranties of any kind (express or implied), including fitness for a particular purpose, security, or uninterrupted availability, to the maximum extent permitted by law. Uptime depends on upstream providers and is not guaranteed.

10. Limitation of liability

To the maximum extent permitted by law, the Provider is not liable for indirect, incidental, special, or consequential damages, or for lost profits, revenue, data, or goodwill. The Provider's total aggregate liability under this Agreement is limited to the fees paid by the Client for the affected Service in the [3 months] before the claim arose.

11. Indemnification

The Client will defend, indemnify, and hold harmless the Provider (and its owner, staff, and upstream providers) from any claims, damages, losses, fines, or costs (including reasonable legal fees) arising from: (a) the Client's content or website; (b) the Client's breach of this Agreement or the Acceptable Use Policy; (c) the Client's violation of any law or third-party right (including intellectual property, privacy, or consumer law); or (d) disputes between the Client and its own customers or visitors.

12. Confidentiality

Each party will keep the other's non-public business information confidential and use it only to perform this Agreement, except where disclosure is required by law.

13. Data protection

For personal data collected through the Client's website, the Client is the data controller and the Provider acts as a hosting processor under the Client's instructions. The Client is responsible for its own privacy notice and for lawfully collecting and handling that data. The Provider's handling of the Client's own account data is described in the Privacy Policy.

14. Intellectual property

The Client owns its content and data. Custom deliverables built for the Client transfer to the Client on full payment, except the Provider's pre-existing tools, libraries, frameworks, and know-how, which remain the Provider's. Unless the Client opts out in writing, the Provider may list the Client as a reference/portfolio item.

15. Governing law and disputes

This Agreement is governed by the laws of the Kingdom of Cambodia. The courts of Phnom Penh, Cambodia have jurisdiction over disputes. International clients accept that the Services are provided from Cambodia and that Cambodian law and this jurisdiction apply, without removing any mandatory consumer protections of their home country. The parties will attempt to resolve disputes amicably (and may use mediation) before litigation.

16. General

This Agreement, together with the quote/statement of work, the Terms of Service, and the Acceptable Use Policy, is the entire agreement between the parties and supersedes prior discussions. If any provision is unenforceable, the rest remains in effect. Amendments must be in writing. Where this Agreement and the posted Terms of Service conflict, this Agreement prevails.

17. Acceptance

By signing below or by ticking the acceptance box at signup/checkout, the Client confirms they have read, understood, and agree to this Agreement, the Terms of Service, and the Acceptable Use Policy.

Online acceptance (checkbox at signup):

☐ I have read and agree to the Client Hosting & Service Agreement, the Terms of Service, and the Acceptable Use Policy.

Accepted by: __________________ Email: __________________ Date/time & IP recorded electronically.

Signed acceptance (PDF/paper):

Vincent Digital Marketing, Phnom Penh, Cambodia.