1. Definitions

1. “Account” means the account held with FL3P Pty Ltd by the Customer that is used for billing, contact information and details of Services assigned to the Customer.
2. “Customer” means the person or entity who ordered Service(s) from .
3. “Service”, “Service(s)” or “Services” means any product(s) or service(s) the Customer has ordered from FL3P PTY LTD. This can include, but is not limited to, web site hosting, domain name registration or transfer or renewal, SSL certificates, VPS and SMS services. These product(s) and service(s) are identified in full within the “sign up” and “service provision” emails FL3P sends to the Customer after an order has been placed. The specific details of the Services can be found by logging in to My Account or on our website.
4. “FL3P” means the retail operations of FL3P PTY LTD.
5. “My Account” refers to FL3P’s customer account, billing and management portal, available online at https://phpstack-182330-956683.cloudwaysapps.com/myaccount/

2. Acceptance

1. The Customer signified acceptance of these Terms of Service, as well as our Privacy Policy, Acceptable Use Policy, Customer Service Policy, Service Level Agreement (where applicable) and any applicable Registrant Agreement, when they submitted their order to FL3P for an Account and/or Services and that order was accepted.

3. Term

1. The Customer agrees to a month to month contract term for Services unless otherwise stated in the Service offering (eg. domain names, SSL certificates, special Services with an agreed term), or otherwise agreed in writing. The month to month contract for Services is automatically renewed each month in perpetuity subject to cancellation by the Customer as per Section 13 of this agreement.
2. Monthly services are established as part, thereof, signifying the beginning of a new month demotes commitment till the end of that monthly period.

4. Service, Marketing and Promotional Emails

1. The Customer agrees to receive emails directly relating to the Service(s) provided, as well as marketing and promotional emails from FL3P to the email address registered to their account. The Customer can unsubscribe from marketing and promotional emails only, by disabling them in their My Account.
2. The Customer may opt-in to receive email notifications from our Service Status system in relation to their Service(s). This subscription can be modified at any time by the Customer in their My Account.
3. FL3P warrants that they will never sell or trade any email address to any third party, in accordance with the Privacy Policy.
4. If the Customer does not want to receive these emails, they are required to cancel all active Services and close their Account, in accordance with Section 13 of this policy.

5. Availability of Services

1. While FL3P will endeavour to provide continuous availability of all Services to the Customer, FL3P will not be liable for any Service interruptions or down time that is not covered by a Service Level Agreement.
2. Scheduled maintenance will be performed at a time which is deemed suitable by FL3P which has the least noticeable impact on the Customer, and should it require the Services to be offline for greater than thirty (30) minutes, FL3P media group will post details of the scheduled maintenance at least two (2) days prior
3. Unscheduled maintenance will be performed as required by FL3P, and should Services be offline for greater than thirty (30) minutes, FL3P will post details of the maintenance and any updates until it has been completed. Details of these events can been found at https://phpstack-182330-956683.cloudwaysapps.com/serverstatus.php

6. Domain Name Registration and Renewal

1. The Customer acknowledges that FL3P is an authorised reseller of VentraIP Wholesale, an ICANN and auDA accredited registrar.
2. The Customer acknowledges that they have read and agree to any applicable Registrant Agreement before purchasing any domain name Service(s) from FL3P.
3. The Customer acknowledges that all domain name Service(s) are non-refundable once the order for the domain name Service(s) has been accepted and processed by FL3P.
4. FL3P does not warrant or guarantee that a domain name registration will be approved, irrespective of whether the invoice for the domain name has been paid. The Customer should take no action in respect of the requested domain name(s) until they have been notified by FL3P that the domain name(s) has been successfully registered and is in the Customers name.
5. The registration of the domain name and the ongoing use of the domain name are subject to the relevant naming authority’s terms of service and the Customer is responsible for ensuring awareness of these terms and that they are adhered to. The Customer waives any right to make claim against FL3P in respect to a decision made by a naming authority to refuse registration or renewal of a domain name.
6. The Customer acknowledges that FL3P is not obligated to renew a domain name if the Customer has not confirmed to FL3P that the domain name is to be renewed, or the invoice for renewal has not been paid in full, or it is determined that the Customer does not satisfy the eligibility criteria to continue holding the domain name license. In these circumstances, FL3P will not be held liable by the Customer for any loss or damages. All renewal requests must be submitted via VIPControl and it is the Customer’s responsibility to confirm that the renewal request has been successfully processed in full.
7. Domain name registration or renewal may be declined by FL3P if the Customer is in breach of the Terms of Service, Acceptable Use Policy, Customer Service Policy or any applicable Registrant Agreement, or the customer has other unpaid invoices in their Account.
8. It is the Customer’s responsibility to ensure that the Registrant and Technical contact information is kept up to date on every domain name. As per registry-registrar policy and agreements, FL3P will use this information to advise the Customer of any pending expiry, renewal or transfer requests.
9. Should the Customer choose to terminate all services with FL3P, but does not transfer a domain name to another registrar, the Customer agrees that VentraIP may contact the Customer after the Account closure to advise of any domain name expiry, renewal or transfer.

7. Limitation of Liability

1. FL3P shall not be liable to the Customer for harm caused by or related to the Customer’s Service or inability to utilise the Service unless caused by gross negligence or wilful misconduct.
2. Neither Party shall be liable to the other for lost profits, direct or indirect, special or incidental, consequential or punitive, or damages of any kind whether or not they were known or should have been known.
3. Notwithstanding anything else in this agreement, the maximum aggregate liability that FL3P, any of its employees, agents or affiliates, under any theory of law, shall not exceed a payment in excess of the amount paid by the Customer for the Service in question for the six months prior to the occurrence of the event(s) giving rise to the claim.

8. Customer General Warranties and Undertakings

1. The Customer warrants that any information supplied for the purpose of creating an Account with FL3P, including but not limited to, first name, last name, address, telephone number and email address is true and correct, and will be kept up to date via My Account.
2. The Customer warrants that they will keep any passwords or sensitive information used with the Service in a secure location.
3. The Customer warrants that at the time of entering into this agreement they are not relying on any representation made by FL3P which has not been expressly stated in this agreement, or on any descriptions or specifications contained in any other document produced by FL3P.
4. The Customer warrants that all due care has been taken to ensure data integrity before it has been uploaded to FL3P’s servers. This includes an undertaking that the Customer will conduct the appropriate virus and malware scans on the data before it is uploaded to FL3P’s servers.
5. The Customer agrees that they are solely responsible for dealing with cases of unauthorised third parties accessing their Account and/or Service(s). These matters should be referred to the Australian Federal Police for investigation as soon as possible.

9. FL3P General Warranties and Undertakings

1. FL3P accepts liability for the supply of the Service to the Customer to the extent provided in this agreement.
2. FL3P does not warrant that:
   • The Services provided within this agreement will be uninterrupted or error free;
   • The Services will meet your requirements, other than as expressly set out in this agreement;
   • The Services will not be subjected to external hacking attempts, viruses, worms, denial of service attacks, or other persons gaining unauthorised access to the Service or internal FL3P systems.
3. FL3P does not make or give any express or implied warranties including, without limitation, the warranties of merchantability or fitness for a particular purpose, or arising from a course of dealing, usage or trade practice, with respect to any goods or services provided under or incidental to this agreement.
4. No oral or written information or advice given by FL3P or its resellers, agents, representatives or employees, to the Customer, shall create a warranty or in any way increase the scope of the express warranties hereby given, and the Customer should not rely on any such information or advice.
5. In no event will FL3P be liable to the Customer for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

10. Fees and Credit Management

1. In relation to fees for Services:
   • Fees for Services ordered by the Customer shall begin on the date of the initial order and shall be prorated to include all days until the first day of the next month, and the chosen billing cycle in advance. This may be monthly, quarterly, semi-annually, annually, biennially or triennially.
   • The first day of the month will serve as the anniversary date for all future billings including one time fees, upgrades, additional services, cancellations and service credits, unless the Service only allows annual or biennially billing cycles (eg. domain name registrations, SSL, etc).
   • Fees are due in advance of the billing cycle and will be invoiced to the Customer fourteen (14) days prior to the due date. If a credit card is stored on in the Account, it will be charged three (3) days prior to the due date to allow sufficient time for any potential issues (such as insufficient funds, expired cards, etc) to be rectified before the due date.
2. In relation to fees for upgrades to Services:
   • Upgrades ordered by the Customer on the billing anniversary date will be billed for a full cycle and will continue each cycle on the anniversary date, unless the Services only allows annual or biennially billing cycles (eg. domain name registrations, etc).
   • Upgrades ordered by the Customer after the billing anniversary date will be prorated to the next anniversary date at the full monthly cost. Future fees will appear as the new plan from your existing anniversary billing date.
   • Fees for upgrades will be payable within seven (7) days of the upgrade taking place. If a credit card is stored on file, it will be charged three (3) days prior to the due date, to allow sufficient time for any potential issues (such as insufficient funds, expired cards, etc) to be rectified before the due date).
   • Additional fees may be payable for upgrades where manual work is required by FL3P to process the upgrade request.
   • In relation to fees for downgrades to Services:
     • Downgrades will be processed when the request is received by FL3P from the Customer, unless otherwise specified in the request.
     • A credit will be issued to the Customer’s Account as account credit for the difference of any prorated pre-paid amount minus the cost of the new plan prorated on the chosen cycle.
     • A $9.95 administration fee may be charged for a downgrade request at FL3P’s sole discretion. Additional fees may be payable for downgrades where manual work is required by FL3P to process the downgrade request.
3. Fees for one-off Services including, but not limited to, dedicated IP address, SSL certificates, SMS credits, instant data blocks and instant disk blocks, are due within seven (7) of the invoice being issued.
4. All published prices are exclusive of any government taxes and charges unless otherwise noted.
5. Any unpaid invoices in the Customer’s Account must be paid in full before new Services will be provisioned.
6. Failure to pay any fees may result in the account being referred to an external collection agency, which may include interest (calculated daily) and collection costs.
7. Invoices that are more than three (3) days past the due date will automatically incur a late payment fee of $13.59 ex GST which will be payable on top of the invoice amount.
8. Services with unpaid invoices that are more than fourteen (14) days past the due date may be automatically suspended, and a service restoral fee of $181.77 ex GST in additional to any outstanding fees may apply to have the service restored.
9. Services with unpaid invoices that are not paid in full within twenty-one (21) days of the due date will be automatically terminated.
10. If your service is terminated, and you hold a ongoing monthly service subscription with FL3P, the remaining amount of the contract period becomes payable immediately.

11. Refunds

1. The following Services are not eligible for a refund if the Service has been successfully provisioned by one of FL3P’s suppliers:
   • Domain names;
   • SSL certificates;
   • SMS credits;
   • Software licenses and carbon offset add-ons.
2. A full refund will be provided to either account credit or returned to the original payment method, if the order was placed within forty-five (45) days of the date that the refund was requested for any of the following Services:
   • a. Any shared cPanel web hosting Service;
   • Any VPS hosting Service.
3. A pro rata refund will be provided to account credit only, minus a $9.95 administration fee, if the refund request was made more than forty-five (45) days after the order was placed for any of the following Services:
   • a. Any shared cPanel web hosting Service;
   • Any VPS hosting Service.
4. The Customer will not be entitled to a refund if any of FL3P ‘s Terms, Policies and Agreements have been breached by the Customer.
5. All other refunds will be processed at the sole discretion of FL3P Management, in-line with the Australian Competition & Consumer Commission’s published policies and guidelines. More information can be found at http://www.accc.gov.au/content/index.phtml/itemId/1023609

12. Intellectual Property Rights

1. You acknowledge and agree that all Intellectual Property Rights in all creation files, working files, artwork and other documents provided by us in connection with the services vests in us on its creation. For the avoidance of doubt, this does not include your Background IP or any licences (such as image licences).
2. FL3P Partners* Approved Partners Only: Upon payment of our full fees, will we assign to you all Intellectual Property Rights in the project, except in relation to any of our Background IP. In such case we have a perpetual, irrevocable licence to use the relevant project Intellectual Property Rights unless agreed otherwise in writing. For the avoidance of doubt, Intellectual Property Rights that we have agreed to transfer to you do not include any licences (such as image licences) or other Intellectual Property Rights that we are not able to assign.
3. FL3P Clients: Upon payment of our fees, we’ll license the project's use to you, exclusively and in perpetuity for this project only except in relation to any of our Background IP. In such case we have a perpetual, irrevocable licence to use the relevant project Intellectual Property Rights unless agreed otherwise in writing. For the avoidance of doubt, Intellectual Property Rights that we have agreed to transfer to you do not include any licences (such as image licences) or other Intellectual Property Rights that we are not able to assign.
4. Each party retains ownership of its Background IP and grants to the other party a non-exclusive, royalty-free licence as follows:
   • I. for us, to the extent necessary to enable us to provide the services, exercise our rights in accordance with the provisions of these terms and conditions and otherwise carry out our obligations under these terms and conditions, and
   • II. for you only for the purpose and scope of the project, unless otherwise agreed in writing.
5. If during the course of providing the services we develop discover, or first reduce to practice a concept, product or process which is capable of being patented, then such concept, product or process will remain our property and you must not use or otherwise appropriate such property without first obtaining our written consent.
6. To the extent permitted by applicable laws and for your benefit, we will, upon your request in writing procure the consent from the holder of any moral rights in the project.
7. We may purchase rights to images and/or software that we use in providing the services to you. Such images and/or software may be subject to a licence agreement between us and a third party that may restrict your use of those images and/or software. Unless otherwise agreed in writing, we may at our discretion use images and/or software that have been used in providing the services to you, with other clients or on other works. If you require specific images and/or software, you may be required to pay additional fee(s) for that use. Even if we agree to provide an image and/or software to you exclusively, we cannot guarantee that the image and/or software will not be used by other third parties who may have obtained these images and/or software from another party.
8. We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
9. We reserve the right to display all designs that we create for you on our website and our marketing material.

13. Suspension and Termination of Services

1. FL3P may suspend or terminate Services if:
   • The Customer is found to be in breach of any formal policy including but not limited to theTerms of Services, Acceptable Use Policy, Customer Service Policy or any applicable Registrant Agreement;
   • The Customer has become insolvent or bankrupt;
   • The Customer has unpaid invoices as per Section 10 of this agreement.
2. FL3P may decide at its sole discretion to advise a Customer that their Account and/or Service(s) will be terminated by giving thirty (30) days written notice, and any applicable refunds will be processed as per Section 11.5 of this agreement.
3. If a Customer’s Account is closed for any reason, the Customer must pay all outstanding invoices by the due dates.
4. If a web hosting or VPS Service is suspended or terminated for any reason, FL3P is under no obligation to provide the Customer with a copy any data associated with the Service. FL3P may provide the customer with a backup of the data, if it is available, for a fee of $89.95.

14. Cancellation

1. The Customer can request cancellation of their Account or any Service(s) with FL3P for any reason by logging in to the customer’s My Account and submitting a cancellation request. For security reasons, we will not accept cancellation requests by any other method.
2. Any pre-paid fees for Services past the current billing month will be refunded in accordance with Section 11 of this agreement once a refund request has been made by the Customer. This can only be done by submitting an eTicket through the customer’s My Account.
3. The Customer agrees to pay any outstanding invoices upon cancellation of their Services.
4. If the Customer requests cancellation of a Service after the invoice for the renewal of the Service has been paid, a refund will be issued in accordance with Section 11 of this agreement.

15. Data Management

1. It is the Customer’s sole responsibility to maintain regular off-site backups of their data. The Customer will not hold FL3P liable for incomplete, out of date, corrupt or otherwise incomplete data recovered from backups and archives.
2. FL3P makes every reasonable effort to backup and archive the Customer’s data on a regular basis for the purpose of disaster recovery.
3. In the event of hard disk failure or data corruption, FL3P will restore data from the last known verified archive. If all backup and archived data appears to be corrupt, the Customer should be prepared to upload all of their data to their Service from their own copy or an off-site backup, and recreate all mailboxes, databases, FTP accounts, etc.
4. FL3P takes automatic system backups of all web hosting Services seven (7) times a week.
5. FL3P takes automatic system backups of Business web hosting Services seven (7) times a week and will also retain a weekly rotation of these backups.
6. If the Customer requires FL3P to supply a backup of their data for any reason or purpose that is not the direct fault of FL3P, a fee of $69.95 per Service will be payable by the Customer before the data will be made available.

16. Changes

1. FL3P may amend the Terms of Service at any time. Should any change occur, we will advise the Customer by email and note the specific changes which have occurred, and provide fourteen (14) days notice before any changes are enforced.
2. In exceptional circumstances, FL3P Management may be required to amend the Terms of Service and enforce the amendments immediately. If this is the case, the Customer will be advised by email and the circumstances will be explained.
3. All FL3P Terms, Policies and Agreements are available for download from our website at any time.

17. Use of Identity

1. The Customer agrees to use the FL3P logo, company information and related services in accordance with approved marketing guidelines.
2. FL3P agrees not to use a Customer name, logos or information without prior consent of the Customer.
3. Confirmation of the primary account holders email address constitues consent for FL3P to use the aforementioned information.

18. Entire Agreement

1. These terms and conditions constitute the entire agreement between FL3P and the Customer, and it supersedes all prior oral or written agreements, understandings and representations.

19. Governing Law

1. The Customer agrees to abide by all local, state and federal laws pursuant to the Services delivered by FL3P.
2. The Customer agrees that these terms and conditions are governed by the laws of Victoria, Australia, and agrees to the exclusive jurisdiction of the Courts of that state.