GENERAL TERMS & CONDITIONS
These General Terms & Conditions apply to all offers, quotations and subsequent agreements between ServerRiver C/O Cheree InfoMedia Private Limited (Server River ) and its counterpart (“Customer”). The applications of any purchasing terms of Customers are expressly rejected. Any terms & conditions that deviate from these general terms & conditions are valid only if expressly confirmed in writing by ServerRiver.
SERVERRIVER offers various hosting, co-location and cloud-related services. Customer can select the desired configuration and options through the web interface provided by SERVERRIVER.
Upon receipt of the selected configuration from Customer, SERVERRIVER will review and approve or reject an order. Customer will be notified by email. SERVERRIVER is free to reject any order but shall substantiate a rejection.
Pricing and other options presented on the website of SERVERRIVER are non-binding and subject to change at any time. Only the approved request from SERVERRIVER determines the content and pricing of the configuration and options selected by Customer.
SERVERRIVER has the right to correct errors in the selected configuration, including prices, provided SERVERRIVER informs Customer as soon as is possible about the error.
Upon approval, SERVERRIVER will deploy a server as specified in the order. SERVERRIVER customer will have a client portal and a helpdesk system to communicate and submit issue ticket for faster response. Every complaint and issue must be raised via provided method to reach ServerRiver Helpdesk team.
Customer agrees to use only strong passwords and implement all security measures appropriate under the circumstances (e.g. the use of ssh instead of telnet) to safeguard access to the administrative and other accounts on the services.
SERVERRIVER provides both managed & unmanaged services. Customer have full access (as per customer priviledge defined by our security team ) of any unmanaged service they subscribe. Managed service customer have only limited rights to services and every privileged access will be controlled by our technical and security team. However, a managed service does not guarantee about data loss in case of any unavoidable situations.
SERVERRIVER may assume that all activities that occur on unmanaged services are under supervision and risk of Customer. If Customer suspects an unauthorized third party has gained access to a password, Customer shall change its password as soon as possible and/or contact SERVERRIVER as soon as possible so appropriate action can be taken.
Customer undertakes to do everything in its power that is reasonably necessary for SERVERRIVER to provide the services. Customer shall in particular ensure that SERVERRIVER has access to all information, which SERVERRIVER indicates is necessary for the provision of services.
SERVERRIVER uses commercially reasonable efforts to ensure continued availability of the Services, but cannot guarantee that the Services will be available for the benefit of Customer at all times.
In case of any interruption or limited availability of the Services, SERVERRIVER shall make reasonable efforts to remedy interruptions of the Services as soon as possible. Customer shall provide all necessary support to SERVERRIVER to remedy such interruptions. If the interruptions are attributable to third parties, such as a telecommunication provider, SERVERRIVER’s only obligation is to urge that third party to ensure efficient remedy of that interruption.
SERVERRIVER offers technical support by email and support ticket and does so on a 24/7 basis. Contact information and a way-of-working for support will be provided separately. SERVERRIVER is entitled to invoice Customer at its customary hourly rate for any actions carried out as support requests for issues, which are attributable to Customer.
SERVERRIVER is entitled to suspend or restrict use of the Services temporarily without prior notice as necessary to perform reasonably required maintenance to or upgrading of its systems, without Customer being entitled to any form of compensation. SERVERRIVER strives to do so only when usage is low and will endeavor to announce maintenance or upgrade windows in advance.
All licensed software provided by SERVERRIVER in the context of the agreement is leased and not sold. SERVERRIVER and its licensors retain all right, title and interest in the software and any updates thereto. Customer only holds a limited, personal, revocable, non-exclusive, non-transferable, non- sublicensable license to use the software for its business for the term of the agreement. Software license fees are non-refundable once the software has been activated.
SERVERRIVER is not obligated to make backups of Customer data stored through its services (including software installed on the services, configuration changes made by Customer or data stored in databases associated with the services) except when specifically agreed otherwise in writing beforehand.
When creation of backups was expressly agreed, SERVERRIVER’s sole obligation regarding such backups is to make a best effort to collect and back up the agreed-upon data and to make such available for recovery in case of emergency situations. The recovery of individual files or data items from a backup is only possible in exception cases and against payment of the customary hourly or fixed rate of SERVERRIVER.
SERVERRIVER shall be liable to Customer only for direct damages arising out of its intentional misconduct towards Customer or materially negligent performance of any of its obligations under the agreement.
SERVERRIVER shall never be liable for any consequential, special, punitive and/or incidental damages, including loss of profits, arising out of or in connection with the agreement, even if advised of the possibility of such damages.
Any liability of SERVERRIVER for an event shall not exceed the amount actually paid by Customer to SERVERRIVER in the three months preceding the date the event occurred.
No liability shall exist for damages that have not been reported to SERVERRIVER in writing within two weeks of their occurrence, or for damages where Customer failed to take appropriate measures to limit such damages.
Customer shall indemnify, defend and hold harmless SERVERRIVER against any and all losses, claims, damages, liabilities, actions, costs or expenses, including reasonable attorneys’ fees incurred by it in connection with any claim from third parties.
Apart from the obligation to make timely payments pursuant to the agreement, neither of the parties shall be liable for any failure to fulfill any of its obligations under the agreement if that failure is due to force majeure.
Force majeure is deemed to include, without limitation, acts or omissions of governments, acts or omissions of military authorities, strikes, lock-outs or other industrial disturbances, wars, blockades, insurrections, riots, epidemics, landslides, earthquakes, fires, storms, lightning, floods, acts of God, civil disturbances, (distributed) denial of service attacks, limited functioning of the relevant Internet infrastructure outside the control of either party, terrorist attacks, late delivery by third party suppliers and any other acts or omissions not within the control of the affected party.
The party affected by the event of force majeure shall without delay inform the other party of the extent of the delay expected as a result of the event in writing.
The agreement is formed upon SERVERRIVER’s approval of the request and remains in force for successive terms of one month each, until Customer terminates the agreement by means of a written notice or a cancelation request submitted via the Client Area.
At any time SERVERRIVER may demand Customer to provide proof of its identity. Failure to cooperate with this process is reason for immediate termination of the agreement.
In case a Customer blamefully fails to comply with the material obligations under the agreement, SERVERRIVER will terminate the agreement, but only after the party that failed to comply has not remedied the failure within a reasonable period of time after service suspension due to non-payment.
Upon termination SERVERRIVER will send Customer a final invoice for any amounts due but not yet invoiced. Any invoices sent before the date of termination will remain due and in full effect and will become immediately payable on termination.
Those terms and conditions of these Terms and Conditions and the agreement, which are, by their nature, meant to survive the term of the agreement, shall so survive.
The agreement, including these Terms and Conditions may only be modified by a written document executed by the parties.
SERVERRIVER has the right to adapt or add to these Terms and Conditions at any time. Such adapted or additional terms shall enter into force 10 days after communication thereof to Customer.
If Customer does not wish to accept an adapted or additional term, Customer must raise its objection to SERVERRIVER within these 10 days after being notified about these terms. SERVERRIVER then may, at its discretion, withdraw the adaptation or addition. If SERVERRIVER does not do so, Customer has the right to terminate the agreement within these 10 days. Failure to terminate constitutes acceptance of such terms.
The law of the INDIAN governs the agreement and these General Terms and Conditions. Any other country law would not be applicable in term.
Any disputes arising between SERVERRIVER and Customer in connection with the agreement will be settled by the competent courts in the INDIA, in the principal place of business of SERVERRIVER.
In the event that any part of the agreement or these General Terms and Conditions become or are declared to be invalid by any court of competent jurisdiction, such invalidity shall not affect the rest of this agreement. The parties shall in such a case determine one or more replacement provisions that most closely approximate the clause concerned and which is legal under applicable law.
The failure of either party at any time to require performance by the other party of any provision of the agreement shall in no way affect that party's right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of the agreement be taken or held to be a waiver of any further breach of the same provision.
Neither party may bring an action, regardless of form, arising out of or related to the agreement more than one year after the cause of action has arisen or the date of discovery of such cause, whichever is later. However, in no event can an action be brought more than one year after the date of termination of the agreement.
The parties enter into the agreement as independent contractors. No employment or agent/principal relationship is created by the agreement between SERVERRIVER and Customer or any of their respective employees or agents.
The agreement shall not be assigned or otherwise transferred by a party without the prior written consent of the other party, which shall not be unreasonably withheld. Any such assignment without such consent will be null and void. However, no consent is necessary for an assignment or transfer of the agreement to any affiliate of the transferring party or any company that succeeds to substantially all of that party’s business. Furthermore, SERVERRIVER is permitted to assign and transfer the agreement to any third party. The agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.
Customer shall keep SERVERRIVER informed of any changes in his name, address or other contact details that may be relevant to SERVERRIVER.
Any requirement for a “written” statement can be fulfilled by using an email, provided the identity of the sender and the integrity of such email can be determined with sufficient certainty.
The section headings in these General Terms and Conditions are for convenience only and shall not be used in construing or interpreting said terms.