Hosting Policy

1. Definitions

The Greenlight ‘Hosting Policy’ shall be governed where the following words have the following meanings unless the context otherwise requires:

Agreement means these terms and conditions, which may be amended from time to time;

Charges means the charges payable by the Client pursuant to the terms of this Agreement, including, without limitation, all setup charges, monthly service fees, deposits and other charges;

Client means the company or organization identified on the ‘Greenlight Hosting Services Agreement’;

Client Material means the text, graphics, photographs and other material supplied by the Client for inclusion in its Web site;

Commencement Date means the date on which the Hosting Services first become available for use by the Client;

Greenlight means Greenlight Systems Services, Inc.;

Hosting Service means hosting for the Client's Web site and related technical and support services provided by ‘Greenlight’ to the Client from time to time pursuant to this Agreement;

Intellectual Property Rights means copyright and all other legal and beneficial intellectual and industrial property rights (including, without limitation, patent and trade secret rights) throughout the world and all know-how;

System means Greenlight's connected system of servers used to host Web sites together with all proprietary software and other coding developed by Greenlight in order to provide services to Clients, but shall not include Client Material.

2. Scope of Agreement

Greenlight will provide to the Client, and the Client will take and pay Greenlight for the provision of, the Services for the term of this Agreement subject to and in accordance with the terms and conditions of this Agreement.

3. Commencement and Term

This Agreement will be for an initial term of twelve (12) months from the commencement date (the Initial Term). After the Initial Term, this Agreement will continue until terminated pursuant to Clause 11.

4. Payment

In consideration for the provision of the Services, the Client will pay to Greenlight the Charges notified by Greenlight to the Client from time to time.
The Client will be solely responsible to pay any taxes relating to the use of the Services.
Greenlight will issue monthly invoices for the Charges to the Client by post, electronic mail and/or facsimile transmission.
All Charges are due and payable immediately on presentation of the invoice.
Greenlight may charge a late payment charge calculated at the rate of 1.5% per month pro rata on a daily basis on any Charges not paid within 30 days after the date of the invoice.

5. Obligations of Greenlight

Greenlight will comply with accepted industry standards and laws pursuant to providing Hosting Services.
Greenlight will use all reasonable endeavors to provide a stable Hosting Service.
Greenlight will notify the Client within 12 hours in the event of a Hosting Service interruption.
Greenlight will endeavor to restore interrupted Hosting Services as soon as technically possible.
Greenlight will comply with the terms of its Personal Information Collection Statement and the provisions of the Personal Data (Privacy) Ordinance in dealing with the personal data of any of the Client's employees which it collects.

6. Obligations of the Client

The Client will provide Greenlight with all necessary co-operation, information, equipment, data and support which Greenlight may reasonably require for the provision of the Services at such times as Greenlight requests.
The Client will be solely responsible for the development and provision to Greenlight of all Client Material.
The Client will be solely responsible for obtaining and paying for any licenses, permissions or consents necessary or desirable for the inclusion of any advertising material, copyright work or trade or service mark or the name or likeness of any individual in the Client Material.
The Client warrants and undertakes that no part of the Client Material will infringe any Intellectual Property Rights nor will it or any part of it be obscene, indecent, seditious, offensive, defamatory, discriminatory nor will it breach the confidence of Greenlight or of any third party.
The Client will not use the Services or any part of them for the transmission of any unsolicited advertising or promotional information.
The Client will comply with all applicable laws at all times when using the Company’s Services.
Keep secure at all times, all login details, usernames and passwords that permit access to the web-site, email server and Greenlight server systems.
Ensure all passwords comprise alpha-numeric combinations and exercise diligent password management, we recommend passwords change every 90 days.
Alert Greenlight immediately of any changes in authorized personal with access to the web-site, email server and Greenlight server systems
Alert Greenlight immediately of any security breaches of the web-site or email server.
Manage diligently the server space allocated to individual email user accounts.
The Client will observe the terms of the Acceptable Use Policy.

7. System Security - Maintenance and Suspension of Service

Greenlight views security and system integrity as a priority service provision. Updates and upgrades in security are ongoing and integrity checks are a regular feature of our maintenance services.

In the event that Greenlight system security is breached as a result of a clients negligence, and failure to observe the ‘Obligations of the Client’ detailed above, the client shall be issued with a written warning in the first instance, and requested to observe their ‘Obligations of the Agreement’ fully.

In any subsequent instances, the client shall be charged for the time taken for Greenlight to make reparations to the system at a rate of US$150 per hour, with a minimum charge being levied for 2 hours work.

Dependant on the seriousness of the breach, Greenlight reserves the right to terminate any or all of the Agreements in place with the client at the time, with immediate effect

Greenlight may, without terminating this Agreement and without liability, immediately suspend part or all of the Services until further notice if:

Greenlight needs to maintain or upgrade the System. (Greenlight will give the Client the maximum period of notice practicable in the circumstances if it needs to suspend such Services for this reason).
Greenlight needs to repair a fault in the System as a result of any unplanned outage, downtime or other reason beyond Greenlight control. (The Client acknowledges that in this event, Greenlight may not be able to give the Client any notice of its need to suspend its Services).
Greenlight is obliged to comply with an order, instruction or request of government, regulatory body or other competent authority.
Greenlight will use reasonable endeavors to carry out maintenance so as to cause as little disruption as reasonably practicable to the ability of users to access the Client's Web site.
Greenlight finds the Client to be in breach of Clause 6.3 or 6.4 or 6.5 or 6.6.

8. Intellectual Property Rights

All legal and beneficial interest in the Intellectual Property Rights related to the System will be and remain the property of Greenlight.
All legal and beneficial interest in the Intellectual Property Rights developed by Greenlight in connection with the provision of the Hosting Services will be and remain the property of Greenlight.
Greenlight hereby grants to the Client a non-exclusive license for the duration of this Agreement to use such Intellectual Property Rights for the purpose of maintaining its Web site.
All legal and beneficial interest in the Intellectual Property Rights of the Client Material will be and remain the property of the Client or third party owner.
The Client hereby grants to Greenlight a non-exclusive, royalty free license for the duration of this Agreement to use such Intellectual Property Rights for the purpose of providing the Services.
In the event of service termination for whatsoever reason, Greenlight shall release all copies of textual and image information as supplied by the client, to the client or its nominated third party.

9. Confidentiality

In the event that the Company and the Client have not already entered into a ‘Confidentiality Agreement’ then the following terms shall apply.

Neither party shall use, copy, alter, adapt, disclose or part with possession of any information or data of the other which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement and which is of a confidential nature except as is strictly necessary to perform its obligations or exercise its rights under this Agreement, provided that this obligation shall not apply to Information which:

The receiving party can prove was in its possession at the date it was received or obtained.
The receiving party obtains from a third party with good legal title thereto.
Comes into the public domain freely and not by the default or negligence of the receiving party.
The information is proven to be independently developed by or for the receiving party.
The receiving party is required to disclose under any applicable law or regulation or to any government agency or court of competent jurisdiction, to the extent of such disclosure only.
Each party shall ensure that its employees and authorized sub-contractors who have or may have access to Information are bound by undertakings in substantially the same terms as Clause 9 in its entirety.
The obligations of confidentiality contained in this Clause 9 shall continue in force for three years after the termination of this Agreement for whatsoever reason.

10. Early Termination of Service

For the avoidance of doubt, if the Client cancels the Service before the expiry of the initial term, then all hosting fees from the date of cancellation to the date of initial term expiry will immediately become due to the Company. (The Clients site and content will only be released upon receipt of the full settlement of the amount due).

11. Termination

The Client may at any time after the expiry of the Initial Term terminate this Agreement without cause by giving not less than two (2) month's written notice to Greenlight.
Greenlight may terminate this Agreement at any time by giving not less than one (1) month's written notice to the Client.
Greenlight may at any time terminate this Agreement forthwith if the Client is in breach of Clause 6.3 or 6.4 or 6.5 or 6.6.
Without prejudice to any other rights or remedies it may have (whether under this Agreement or by law), either party may terminate this Agreement immediately by serving written notice on the other if the other party commits a breach of any material obligation under this Agreement and, in the case of a remediable breach, fails to remedy the breach within 14 days after receiving written notice to do so. For these purposes, a failure by the Client to pay any Charges within 30 days after they are due will constitute a material breach
The other party becomes Insolvent. (The term "insolvent" in Clause 11.5 means the appointment, or the application to a court for the appointment of, a liquidator, provisional liquidator, receiver or manager to that party, the entering into a scheme of arrangement or composition with or for the benefit of that party's creditors generally, any moratorium, reorganization, or other administration involving the creditors or any class of the creditors of that party, a resolution or proposed resolution to wind up that party, or that party becoming unable to pay its debts, or being deemed to have become unable to pay its debts, as and when they fall due within the meaning of Section 178 of the Companies Ordinance).

12. Consequences of Termination

Termination of this Agreement will not relieve either party of any liability for breach of this Agreement or as may otherwise be established.
The provisions of Clauses 9, 12, 14 and 15 of this Agreement will continue in force despite the termination of this Agreement.
If Greenlight suspends the Services pursuant to Clause 7.1 or terminates this Agreement for any reason pursuant to Clause 11, all content belonging to and supplied by the Client shall be returned within 30 days. This includes but is not limited to any related site design and development where applicable.
Within not more than 30 days after termination of this Agreement for any reason Greenlight will erase the Client Material from the System.

13. Limitation of Liability

Nothing in this Agreement will exclude or restrict either party's liability for death or personal injury resulting from its negligence or that of its employees while acting in the course of their employment.
Subject to Clause 13.1, Greenlight's liability in contract, tort or otherwise (including negligence) however arising out of or in connection with this Agreement will in respect of any one or more incidents not exceed the total Charges received by Greenlight from the Client in the month in which the incident occurs.
In the event of Hosting Service failures Greenlight will not be held liable for any costs, charges, losses or expenses of any kind arising out of delays in restoring the Hosting Service to normal.
Subject to the express terms of this Agreement, Greenlight will not be liable to the Client for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise, including without limitation any loss of revenue, profits, business, contracts or data, or any anticipated savings, business interruption or downtime.
Without prejudice to the generality of the foregoing, Greenlight will not be liable for any failure of the Client's Web site to achieve any anticipated volume of page views, hits or other measure of traffic or for any loss of business caused by the Client Web site not being easily found by the normal browsing of search engines.

14. Indemnities

The Client will indemnify and keep indemnified Greenlight from and against any and all actions, claims, costs, losses, damages and expenses arising out of the Client's use of the Services.
The Client will indemnify and keep indemnified Greenlight against all claims, proceedings and costs (including legal costs) arising from infringement or alleged infringement of any third party Intellectual Property Rights by reason of Greenlight's use of the Client Material.

15. Warranties

No warranties are given by Greenlight in relation to the Hosting Service or the use thereof by the Client. Greenlight gives no guarantee of end to end bandwidth capacity or availability on the Internet. To the extent permitted by law, Greenlight excludes all implied warranties including, without limitation, as to quality and fitness for purpose of the Hosting Service.

16. Assignment

The Client shall not assign its rights under this Agreement, in whole or in part, without the prior written consent of Greenlight. Greenlight may assign its rights under this Agreement at any time.

17. Notices

Any notice, invoice or other document which may be given by either party under this Agreement will be deemed to have been duly given if left at or sent by prepaid post, facsimile transmission or electronic mail to the other party's registered office or any other address (including an electronic mail address) notified in writing in accordance with this Clause as an address to which notices, invoices and other documents may be sent.

Any such communication will be deemed to have been received by the other party on the day of delivery (if left), three days after the date of posting (if sent by prepaid post), one day after the date of transmission (if sent by facsimile) and on the date on which the message is received in the recipient's electronic mailbox (if sent by electronic mail).

18. Waiver

Failure or delay by Greenlight to enforce any of its rights under this Agreement, or the giving of additional time for performance or other indulgence, is not a waiver of such right unless Greenlight acknowledges the waiver in writing, nor will any single or partial exercise of any remedy or right preclude any further exercise of the same or the exercise of any other right. No waiver of any particular breach of the provisions of this Agreement will operate as a waiver of any repetition of such breach.

19. Severability

If any provision of this Agreement which is not of a fundamental nature is found to be unenforceable or illegal, it shall be severed from this Agreement and will not affect the enforceability of the remainder of this Agreement. In this event the parties will use reasonable endeavors to agree any lawful and reasonable changes to this Agreement which may be necessary to effect as closely as possible the commercial intent of this Agreement.

20. No Partnership or Agency

Nothing in this Agreement will constitute or be deemed to constitute a partnership between the parties. Save as may be expressly agreed by the parties, neither party shall be the agent of the other.

21. Amendments

Greenlight may at any time amend or vary the terms of this Agreement, the Services provided under it and any Charges thereof by giving the Client not less than 30 days prior written notice of such amendments or variations. For the purposes of this Clause, publication of such amendments or variations on Greenlight's Web site will constitute written notice.

22. Entire Agreement

This Agreement represents the entire understanding between the parties in relation to its subject matter and supersedes all prior agreements between the parties whether oral or written.

23. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (Hong Kong). The parties submit to the non-exclusive jurisdiction of the courts of Hong Kong.

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