Terms & Conditions

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

2.1 These Terms and Conditions apply to all Products and Services supplied by UKNode.

2.2 By placing an order through our Website or otherwise requesting Services, you offer to purchase Services subject to these Terms and Conditions.

2.3 No terms or conditions endorsed upon, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document will form part of the Agreement except to the extent that UKNode otherwise agrees in writing.

2.4 The Agreement will come into force on the Commencement Date, being the date we accept your order and activate your Services.

2.5 We reserve the right to refuse any order at our sole discretion, including but not limited to orders from customers who have previously breached these Terms and Conditions.

2.6 You must be at least 18 years old to enter into this Agreement. By accepting these Terms, you confirm that you are of legal age and have the authority to bind any organization on whose behalf you are acting.

3.1 UKNode offers the following categories of Services:

• Shared Web Hosting: Cost-effective hosting solutions with shared server resources suitable for websites, blogs, and small applications.
• VPS Hosting: Virtual Private Server hosting with dedicated resources, root access, and greater control over server configuration.
• Dedicated Servers: Physical servers dedicated entirely to your use, offering maximum performance and customization.
• Domain Registration: Registration and management of domain names across various TLDs.
• SSL Certificates: Secure Socket Layer certificates for encrypting data transmitted between servers and visitors.
• Additional Services: Email hosting, CDN services, and other value-added services as specified on our Website.

3.2 Detailed specifications for each Service package are provided on our Website at the time of purchase. We reserve the right to modify service specifications with reasonable notice to existing customers.

3.3 Services are provided on a subscription basis, with billing cycles as selected during the ordering process (monthly, quarterly, annually, etc.).

3.4 We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned maintenance and circumstances beyond our reasonable control.

4.1 Payment Methods: We accept payment via credit card, debit card, PayPal, and other payment methods as displayed on our Website at checkout.

4.2 Advance Payment: All Services must be paid in advance for the selected billing period unless otherwise agreed in writing.

4.3 Recurring Payments: By selecting a recurring payment option, you authorize UKNode to automatically charge your payment method at the end of each billing cycle. You will receive an invoice prior to each automatic payment.

4.4 Price Changes: We reserve the right to change our prices at any time. Price changes will not affect existing customers during their current billing period but will apply upon renewal unless we provide 30 days' notice otherwise.

4.5 Late Payment: If payment is not received by the due date, we reserve the right to:

• Suspend access to your Services without notice;
• Charge late payment fees of 5% of the outstanding amount or £25, whichever is greater;
• Terminate the Agreement and delete all associated data after 14 days of non-payment.

4.6 Taxes: All Fees are exclusive of applicable taxes, duties, and levies (including VAT). You are responsible for paying all applicable taxes associated with your purchase.

4.7 Currency: All prices are quoted in British Pounds Sterling (GBP) unless otherwise stated.

4.8 Setup Fees: Certain Services may require one-time setup fees, which will be clearly indicated during the ordering process and are non-refundable.

5.1 Refund Eligibility: To be eligible for a refund under our money-back guarantee, you must:

• Request a refund within 30 days of your initial purchase;
• Be a first-time customer of UKNode;
• Not have violated these Terms and Conditions;
• Request the refund in writing via email to support@uknode.co.uk.

5.2 Non-Refundable Items: The following are non-refundable under all circumstances:

• Domain name registrations and renewals;
• SSL certificates;
• Setup fees;
• VPS and dedicated server services;
• Services purchased at a discounted or promotional rate;
• Any third-party services or licenses.

5.3 Cancellation Process: You may cancel your Services at any time by logging into your Control Panel or by contacting our support team. Cancellations take effect at the end of your current billing period.

5.4 Pro-Rata Refunds: We do not offer pro-rata refunds for early cancellation after the 30-day money-back guarantee period has expired.

5.5 Processing Time: Approved refunds will be processed within 10 business days and returned to the original payment method.

5.6 Account Termination: Upon cancellation and final payment, your account and all associated data will be permanently deleted in accordance with our data retention policy.

6.1 The Customer must:

• Comply with all applicable laws, regulations, and industry standards;
• Not use the Services for any unlawful, fraudulent, or malicious purpose;
• Not upload, store, transmit, or distribute any Prohibited Content;
• Maintain the security and confidentiality of account credentials;
• Promptly notify UKNode of any security breaches or unauthorized access;
• Ensure all contact information remains accurate and up-to-date;
• Take responsibility for all activity that occurs under their account;
• Implement appropriate security measures for their applications and websites;
• Maintain regular backups of all Customer Data;
• Respond promptly to communications from UKNode regarding technical or billing matters.

6.2 Account Security: You are solely responsible for maintaining the security of your account passwords, SSH keys, API keys, and other authentication credentials. UKNode will not be liable for any loss or damage arising from your failure to maintain adequate security.

6.3 Compliance with Laws: You must ensure that your use of the Services complies with all applicable laws including but not limited to data protection laws (GDPR, UK Data Protection Act), copyright laws, and anti-spam legislation.

6.4 Third-Party Software: If you install third-party software or scripts on your hosting account, you are responsible for keeping such software updated and secure. We may require you to update or remove software that poses a security risk.

7.1 This Acceptable Use Policy governs your use of UKNode's Services. Violation of this policy may result in immediate suspension or termination of Services without refund.

7.2 Resource Usage & Fair Use

7.2.1 Shared Hosting Fair Use: Shared hosting accounts are subject to fair use policies. You must not use excessive server resources that negatively impact other customers. This includes but is not limited to:

• CPU usage exceeding 25% for more than 90 seconds;
• Memory usage exceeding allocated limits;
• Excessive disk I/O operations;
• Running resource-intensive scripts or applications not suitable for shared hosting;
• Storage of backups or non-website related files.

7.2.2 Bandwidth Usage: While we offer "unlimited" bandwidth on certain packages, this is subject to fair use. Bandwidth must be used for normal website operations only, not for file storage or download services.

7.2.3 Inode Limits: Shared hosting accounts are limited to 250,000 inodes (files and directories). Accounts exceeding this limit may be suspended until the number is reduced.

7.2.4 We reserve the right to throttle or suspend Services that are using excessive resources and impacting server performance.

8.1 The following limitations apply to our Services to ensure fair usage and system security:

8.2 Bandwidth & Storage Limitations

8.2.1 Bandwidth: "Unlimited" bandwidth offerings are subject to fair use as defined in our Acceptable Use Policy. Bandwidth must be used for legitimate website traffic only.

8.2.2 Storage: Storage must be used exclusively for website-related files. Use of storage for backup archives, personal file storage, or media libraries unrelated to your website is prohibited.

8.2.3 Database Limitations: Shared hosting accounts are limited in the number and size of databases as specified in the service package. Database sizes should not exceed reasonable limits for normal website operations.

8.3 Technical Limitations

8.3.1 Concurrent Connections: Services may limit the number of concurrent connections to prevent resource exhaustion.

8.3.2 Script Execution Time: PHP and other scripts may have execution time limits to prevent server overload.

8.3.3 Cron Jobs: Scheduled tasks are limited in frequency and execution time as specified in your service package.

8.3.4 Network Ports: Only standard web ports (80, 443) are open by default on shared hosting. Additional ports may be available on VPS and dedicated servers.

10.1 Backup Provision: UKNode may provide automated backup services as part of certain service packages. The frequency, retention period, and scope of backups vary by service package and are detailed in your service specifications.

10.2 Backup Limitations: Our backup services have the following limitations:

• Backups are provided on a best-effort basis with no guarantee of completeness or accuracy;
• Restoration of backup data is not guaranteed and may not always be possible;
• Backups may not include all files, databases, emails, or configurations;
• We reserve the right to delete or overwrite old backups according to our retention policies;
• Large accounts may experience longer backup and restoration times.

10.3 Customer Responsibility: You must maintain your own independent backups of all critical data. UKNode will not be liable for any data loss, regardless of whether backup services were included in your package.

10.4 Restoration Requests: Backup restoration requests may be subject to service fees and must be requested through our support system. We will use reasonable efforts to restore data but cannot guarantee successful restoration.

10.5 Backup Storage: Backup files stored on our servers count toward your storage quota and must comply with our Acceptable Use Policy.

11.1 Uptime Guarantee: UKNode guarantees 99.9% uptime for our hosting services, measured on a monthly basis. This SLA does not apply to:

• Scheduled maintenance (with at least 24 hours notice);
• Emergency maintenance required for security or stability;
• Downtime caused by factors outside our reasonable control (DDoS attacks, network provider issues, etc.);
• Issues caused by Customer's actions or violations of this Agreement;
• Third-party services or software not provided by UKNode;
• Suspension or termination of Services due to breach of Terms.

11.2 Service Credits: If we fail to meet the 99.9% uptime guarantee in any calendar month, you may be eligible for a service credit:

• Uptime between 99.0% - 99.9%: 5% service credit;
• Uptime between 95.0% - 98.9%: 10% service credit;
• Uptime below 95.0%: 25% service credit.

11.3 Credit Claims: Service credit claims must be submitted within 7 days of the end of the month in which the downtime occurred. Claims must include supporting evidence such as monitoring logs. Credits will be applied to your account for future use and are not redeemable for cash.

11.4 Maximum Liability: Service credits are your sole and exclusive remedy for any failure to meet the SLA. The maximum aggregate service credits in any 12-month period shall not exceed 100% of the monthly fees paid for the affected Service.

12.1 Support Channels: UKNode provides technical support through the following channels:

• Email support: support@uknode.co.uk
• Support ticket system via Customer Control Panel
• Live chat (during Business Hours)
• Knowledge base and documentation on our Website

12.2 Support Hours: Standard support is available during Business Hours (09:00-17:00, Monday-Friday, excluding UK bank holidays). Emergency support for critical service outages is available 24/7 for VPS and dedicated server customers.

12.3 Support Scope: Our technical support covers:

• Issues related to our hosting infrastructure and control panels;
• Server configuration assistance for VPS and dedicated servers;
• Basic troubleshooting of common hosting issues;
• Billing and account management inquiries.

12.4 Support Exclusions: Our support does not include:

• Custom coding or script development;
• Third-party application support (WordPress plugins, custom scripts, etc.);
• Website design or content creation;
• Training on using third-party software;
• Issues caused by Customer's code or configuration errors.

12.5 Response Times: We aim to respond to support tickets within the following timeframes:

• Critical issues (service completely down): 1 hour
• High priority issues: 4 hours
• Normal priority: 24 hours
• Low priority: 48 hours

Response times are goals, not guarantees, and may vary based on support volume and issue complexity.

12.6 Managed Services: Advanced support and managed services are available as add-on packages for an additional fee.

13.1 Data Processing: In providing the Services, UKNode acts as a data processor for Customer Data. You act as the data controller and are responsible for ensuring that your use of our Services complies with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

13.2 Privacy Policy: Our collection and use of personal data is governed by our Privacy Policy, available on our Website. By using our Services, you consent to such processing and warrant that all data provided by you is accurate.

13.3 Data Security: We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, or destruction. However, no security system is impenetrable, and we cannot guarantee absolute security.

13.4 Data Location: Customer Data is primarily stored in data centers located in the United Kingdom and European Union. By using our Services, you consent to the storage and processing of data in these locations.

13.5 Data Breaches: In the event of a data breach affecting Customer Data, we will notify you without undue delay in accordance with applicable law and will cooperate with you in investigating and remediating the breach.

13.6 Data Subject Rights: You are responsible for responding to data subject access requests and other rights requests from individuals regarding their personal data. We will provide reasonable assistance upon request and may charge for extensive assistance.

13.7 Data Processing Agreement: Upon request, we will enter into a separate Data Processing Agreement with customers who require one for compliance with GDPR or other data protection regulations.

14.1 UKNode Intellectual Property: All intellectual property rights in our Website, Services, software, systems, and documentation are owned by or licensed to UKNode. You are granted a limited, non-exclusive, non-transferable license to use the Services in accordance with these Terms.

14.2 Customer Data Ownership: You retain all intellectual property rights in Customer Data. By using our Services, you grant us a limited license to host, store, and process Customer Data solely for the purpose of providing the Services to you.

14.3 Restrictions: You must not:

• Copy, modify, or create derivative works of our software or systems;
• Reverse engineer, decompile, or disassemble any software provided as part of the Services;
• Remove or modify any proprietary notices or labels;
• Use our Services to develop competing services;
• Resell or redistribute our Services without authorization.

14.4 Trademarks: "UKNode" and related logos are trademarks of UKNode Ltd. You may not use our trademarks without prior written permission.

14.5 Copyright Infringement: We respect intellectual property rights. If you believe content hosted on our Services infringes your copyright, please contact us with details including evidence of ownership and location of infringing content.

14.6 DMCA Compliance: We comply with the Digital Millennium Copyright Act and will respond appropriately to valid notices of copyright infringement.

15.1 Service Warranty: We warrant that we will provide the Services with reasonable skill and care and substantially in accordance with the service descriptions on our Website.

15.2 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

15.3 No Warranties: To the maximum extent permitted by law, we disclaim all implied warranties including but not limited to:

• Warranties of merchantability and fitness for a particular purpose;
• Warranties that the Services will be uninterrupted, error-free, or secure;
• Warranties that defects will be corrected;
• Warranties regarding the accuracy, reliability, or completeness of content or data.

15.4 Third-Party Services: We do not warrant or make any representations regarding third-party services, software, or content accessed through our Services.

15.5 Customer Warranties: You warrant that:

• You have the legal right and authority to enter into this Agreement;
• You own or have licenses for all Customer Data;
• Customer Data does not infringe any third-party rights;
• Your use of Services complies with all applicable laws.

16.1 Maximum Liability: Subject to clause 16.2, UKNode's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by you in the 12 months immediately preceding the event giving rise to the claim.

16.2 Excluded Losses: Neither party shall be liable for any:

• Loss of profits, revenue, or business;
• Loss of anticipated savings;
• Loss of business opportunity, goodwill, or reputation;
• Loss of data or corruption of data (except to the extent caused by our willful misconduct);
• Indirect, consequential, special, or punitive losses or damages;

even if such party has been advised of the possibility of such losses.

16.3 Nothing in this Agreement excludes or limits liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
• Any other liability that cannot be excluded or limited under English law.

16.4 Data Loss: We strongly recommend maintaining independent backups of all Customer Data. We will not be liable for any data loss, corruption, or unavailability except where caused by our gross negligence or willful misconduct.

16.5 Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by events beyond its reasonable control (see Clause 21).

16.6 Reasonable Precautions: You acknowledge that you have taken reasonable precautions including maintaining appropriate backups and that you have not relied on the Services as your sole storage or backup solution.

17.1 Customer Indemnity: You agree to indemnify, defend, and hold harmless UKNode, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services;
• Your violation of these Terms and Conditions;
• Your violation of any rights of another party, including intellectual property rights;
• Your violation of any applicable laws or regulations;
• Customer Data or content that you host, store, transmit, or distribute through the Services;
• Any claim that Customer Data infringes any third-party rights.

17.2 Defense of Claims: We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

17.3 Notice of Claims: You must promptly notify us of any claims for which you seek indemnification and provide reasonable cooperation in the defense of such claims.

17.4 UKNode Indemnity: We will indemnify you against claims that the Services, when used in accordance with these Terms, infringe any third-party intellectual property rights, provided that:

• You notify us promptly in writing of any such claim;
• You give us sole control of the defense and settlement of the claim;
• You provide reasonable cooperation in the defense.

This indemnity does not apply to claims arising from your modifications to our Services or your use of Services in combination with third-party services.

18.1 Grounds for Suspension

We reserve the right to suspend your access to the Services immediately and without prior notice if:

• You breach any material term of this Agreement, including the Acceptable Use Policy;
• Your account is overdue for payment by more than 7 days;
• We reasonably believe your account has been compromised or is being used for illegal activities;
• Your use of Services is causing harm to our infrastructure or other customers;
• We receive a valid legal order or notice requiring suspension;
• Your account is subject to a DDoS attack or security threat;
• We detect malware, viruses, or malicious code on your account;
• You are hosting Prohibited Content;
• Emergency maintenance or security updates are required.

18.2 Suspension Process

18.2.1 Notice: Where reasonably possible, we will provide advance notice of suspension. However, in cases of emergency, security threats, or ongoing violations, we may suspend Services immediately without notice.

18.2.2 Investigation Period: During suspension, we will investigate the cause and work with you to resolve the issue. Suspension periods will be reasonable based on the nature and severity of the issue.

18.2.3 Reinstatement: Services will be reinstated once the issue is resolved to our reasonable satisfaction. This may require:

• Payment of all outstanding fees and any reinstatement charges;
• Removal of Prohibited Content or malicious code;
• Confirmation of compliance with these Terms;
• Implementation of additional security measures;
• Provision of requested documentation or verification.

18.2.4 Data Access During Suspension: During suspension, you may not be able to access your data. We will make reasonable efforts to provide data access for backup purposes where feasible and safe to do so.

18.2.5 Extended Suspension: If an issue remains unresolved for more than 30 days after suspension, we reserve the right to terminate the Agreement and delete all associated data in accordance with Clause 19.

18.2.6 No Refunds: You remain liable for all Fees during suspension periods. Suspensions due to your breach of this Agreement do not entitle you to refunds or service credits.

19.1 Termination by Customer: You may terminate this Agreement at any time by:

• Cancelling your Services through the Control Panel; or
• Providing written notice to support@uknode.co.uk.

Cancellation will take effect at the end of your current billing period. No refunds will be provided for the unused portion of prepaid services (except as provided in Clause 5).

19.2 Termination by UKNode: We may terminate this Agreement immediately by written notice if:

• You commit a material breach of these Terms and fail to remedy it within 14 days of written notice;
• You repeatedly breach these Terms;
• Your account has been suspended for more than 30 days;
• We reasonably believe continued provision of Services would violate applicable law;
• You become insolvent, bankrupt, or enter into liquidation or administration;
• You fail to pay undisputed fees within 30 days of the due date.

19.3 Termination for Convenience: We may terminate this Agreement for convenience by providing 90 days' written notice. In such cases, we will provide a pro-rata refund for any prepaid fees covering the period after termination.

19.4 Effect of Termination: Upon termination:

• All rights granted under this Agreement immediately cease;
• You must immediately cease using the Services;
• You must pay all outstanding fees and charges;
• We will delete all Customer Data in accordance with Clause 20;
• Clauses that by their nature should survive termination will continue (including Clauses 14, 16, 17, 20, and 23).

19.5 No Liability for Termination: Except as expressly provided in these Terms, neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms.

20.1 Grace Period: Upon termination or non-renewal of Services, we will retain your data for a grace period of up to 14 days. During this period, you may request data retrieval, subject to payment of all outstanding fees and any applicable data retrieval charges.

20.2 Data Deletion: After the grace period expires, we will permanently delete all Customer Data from our systems, including:

• Website files and databases;
• Email accounts and messages;
• Backups (if applicable);
• Configuration settings;
• Account information (subject to legal retention requirements).

20.3 Data Retrieval Services: If you wish to retrieve your data after termination, you must:

• Request data retrieval before the end of the grace period;
• Pay all outstanding fees and charges;
• Pay any applicable data retrieval fees (if the request is made during suspension or after cancellation).

20.4 Legal Retention: We may retain certain data for longer periods where required by law, for accounting purposes, or to resolve disputes. Such retained data will be held in accordance with our Privacy Policy.

20.5 No Recovery After Deletion: Once Customer Data has been deleted from our systems, it cannot be recovered. We will not be liable for any loss of data following termination.

20.6 Secure Deletion: We employ secure deletion practices to ensure that deleted data cannot be recovered. However, data may persist in backups or archives for a limited time before being permanently purged.

21.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by events, circumstances, or causes beyond its reasonable control ("Force Majeure Event"), including but not limited to:

• Acts of God, natural disasters, floods, earthquakes, storms, or severe weather;
• War, terrorism, civil unrest, or riot;
• Strikes, labor disputes, or industrial action;
• Government actions, laws, regulations, or orders;
• Pandemics, epidemics, or public health emergencies;
• Fire, explosion, or accident;
• Failure of public infrastructure, utilities, or telecommunications;
• Cyber attacks, DDoS attacks, or other malicious activities not caused by our negligence;
• Failures of third-party data centers, network providers, or other service providers;
• Any other events beyond the reasonable control of the affected party.

21.2 Notice: The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event, its likely duration, and its effect on the party's ability to perform its obligations.

21.3 Mitigation: The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably possible.

21.4 Extended Force Majeure: If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement by giving written notice to the other party. Upon such termination, we will provide a pro-rata refund for any prepaid fees covering the period after termination.

21.5 Payment Obligations: Your obligation to pay fees is not excused by Force Majeure Events affecting you, except where such events prevent access to payment systems through no fault of your own, in which case payment shall be made as soon as reasonably practicable.

22.1 Informal Resolution: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party describing the dispute.

22.2 Escalation: If the parties cannot resolve the dispute through informal negotiations within 30 days, either party may escalate the matter by providing written notice requesting executive-level discussions between senior representatives of each party.

22.3 Mediation: If the dispute remains unresolved after 60 days from the initial notice, the parties may agree to submit the dispute to mediation before a mutually agreed mediator. The costs of mediation shall be shared equally between the parties.

22.4 Court Proceedings: If the dispute is not resolved through the above procedures, either party may commence court proceedings in accordance with Clause 23.3.

22.5 Continued Performance: During any dispute resolution process, both parties shall continue to perform their respective obligations under this Agreement to the extent reasonably possible, except for disputed payment obligations which may be held pending resolution.

22.6 Urgent Relief: Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction where necessary to protect its rights or prevent irreparable harm.

23.1 Entire Agreement: This Agreement, together with the Order Form and any documents expressly referred to herein, constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements between them, whether in writing or oral, relating to its subject matter.

23.2 Amendments: We reserve the right to modify these Terms and Conditions at any time. We will provide notice of material changes by:

• Posting the updated Terms on our Website;
• Sending email notification to your registered email address;
• Displaying a notice in the Control Panel.

Material changes will take effect 30 days after notice. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms. If you do not agree to the changes, you may terminate the Agreement in accordance with Clause 19.

23.3 Governing Law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

23.4 Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed from this Agreement. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

23.5 Waiver: No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. Any waiver must be in writing and signed by an authorized representative of the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

23.6 Assignment: You may not assign, transfer, or sublicense this Agreement or any of your rights or obligations hereunder without our prior written consent. We may assign this Agreement to any affiliate or successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this clause shall be void.

23.7 Third-Party Rights: This Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

23.8 Relationship of Parties: Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other or to contract in the name of or create any liability against the other.

23.9 Notices: All notices under this Agreement shall be in writing and sent to:

• For UKNode: support@uknode.co.uk or UKNode Ltd, 124 City Road, London, EC1V 2NX, United Kingdom;
• For Customer: The email address provided in your account or the address provided in your Order Form.

Notices shall be deemed given: (a) upon receipt if delivered by hand or email during Business Hours; (b) on the next Business Day if sent by email outside Business Hours; or (c) three Business Days after posting if sent by prepaid first-class post.

23.10 Headings: The headings in these Terms and Conditions are for convenience only and shall not affect the interpretation of this Agreement.

23.11 Language: This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English version shall prevail to the extent of any inconsistency.

23.12 Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

23.13 Survival: Clauses that by their nature should survive termination of this Agreement shall survive, including but not limited to Clauses 14 (Intellectual Property Rights), 16 (Limitation of Liability), 17 (Indemnification), 20 (Data Retention), and 23 (General Provisions).

23.14 Interpretation: In this Agreement, unless the context otherwise requires:

• References to clauses are to clauses of this Agreement;
• Words in the singular include the plural and vice versa;
• References to persons include bodies corporate and unincorporated associations;
• "Including" and similar words shall mean "including without limitation";
• References to writing include email and other electronic communications.

23.15 Further Assurance: Each party shall execute and do all such further acts and things as may be reasonably required to give effect to the provisions of this Agreement.