HOSTING, INFRASTRUCTURE & MAINTENANCE AGREEMENT

© CITRUS SUITE 2008 – 2026

This agreement sets the terms for deployment, hosting, and maintenance of digital products between Citrus Suite & its Client. Services operate in two models: Provider-Managed (Citrus Suite bills for hosting) or Client-Managed (Client subscribes to hosting). The Client is responsible for content, payments and backups.

Provider: Citrus Suite Ltd Client: The individual or organisation purchasing Services. Effective Date: Test Deployment & Live Site or App Launch

1. Definitions

  • “Provider” means Citrus Suite Ltd, the company supplying technical services.
  • “Client” means the individual or organisation purchasing services from the Provider.
  • “Services” means any work performed by the Provider, including but not limited to:
    • Web application and website hosting;
    • Mobile application backend hosting and API management;
    • Artificial Intelligence (AI) model deployment and engineering;
    • Software system and portal maintenance; and
    • Domain registration and DNS configuration.
  • “Third-Party Services” means services supplied by external providers including, but not limited to, AWS, Google Cloud, Azure, Krystal, 123 Reg, Forge and DigitalOcean.

2. Purpose and Acceptance

This Agreement sets out the terms, responsibilities, and limitations relating to the deployment, hosting, and maintenance of digital products. By accepting a Proposal, paying an Invoice, or issuing a Service Request, the Client agrees to be bound by this Agreement. This Agreement applies in conjunction with our Privacy Policy and General Terms & Conditions.

3. Scope of Services & Deployment Models

The Provider delivers Services under two distinct models. The specific model applies as per the project proposal:

  • Model A (Provider-Managed): Citrus Suite purchases and manages the hosting accounts (e.g., Krystal, 123 Reg, AWS) and re-bills the Client.
  • Model B (Client-Managed): The Client purchases their own infrastructure (e.g., the Client’s own AWS or Google Cloud account), and Citrus Suite deploys code to that environment.

Unless expressly stated in a separate Service Level Agreement (SLA), the Provider does not guarantee uptime, performance, or continuity of third-party systems or infrastructure under either model.

4. Client Responsibilities

The Client agrees to:

  • Provide accurate, up-to-date information for domain registration and hosting set-up;
  • Pay all fees associated with domain purchases, renewals, hosting services, and Provider service fees on time;
  • Maintain secure passwords and access credentials;
  • For Model B: Provide the Provider with sufficient permissions (e.g., SSH, FTP, IAM roles) to deploy and maintain the software; and
  • Notify the Provider promptly of any service issues, suspected security breaches, or required updates.

5. Terms for Provider-Managed Hosting (Model A)

Where Citrus Suite holds the account and bills the Client:

  • Third-Party Providers: The Client acknowledges that services are provided by third parties. The Provider acts solely as an intermediary and is not liable for outages or failures caused by these platforms.
  • Non-Liability for Failed Renewals: The Client acknowledges that services may be renewed using the Provider’s payment methods. If the Provider’s payment method expires, lapses, or is declined, the Provider shall not be liable for any resulting downtime, data loss, or domain loss. The Provider will not reimburse losses associated with failed renewals.
  • Transfer: The Client may request the transfer of management into their own accounts at any time to ensure direct control of renewals.

6. Terms for Client-Managed Infrastructure (Model B)

Where the Client holds the account and Citrus Suite deploys to it:

  • Client Liability: The Client is solely responsible for the payment, renewal, and administration of their own hosting accounts.
  • Exclusion of Liability: Citrus Suite is not liable for any downtime, data loss, or service failure caused by:
    • The Client failing to pay their infrastructure provider (e.g., an unpaid AWS bill);
    • The Client (or their IT team) changing configurations, permissions, or DNS settings without consulting Citrus Suite; or
    • The Client’s infrastructure provider terminating the account.
  • Support: If the Client’s infrastructure fails, any time spent by Citrus Suite diagnosing or restoring the service will be billable at the Provider’s standard daily rate.

7. No Guarantee of Performance

The Provider makes no warranty that:

  • Hosting services will be uninterrupted, error-free, or secure;
  • Mobile app backends, AI models, or portals will remain continuously available; or
  • Any service will meet a specific business or operational goal unless explicitly stated.

Services are provided on an “as is” and “as available” basis.

8. Fees and Payment Terms

  • Invoicing: Services such as domain renewals and hosting are often billed annually in advance. Development work may be billed per milestone or quote.
  • Payment: Invoices must be paid within 30 days of the invoice date.
  • Late Payment: Failure to pay renewal fees by the due date may result in the immediate suspension of Services. The Provider is not responsible for data loss resulting from the Client’s failure to pay on time.

9. Limitation of Liability

To the fullest extent permitted by law:

  • The Provider is not liable for indirect, incidental, special, exemplary, or consequential damages, including loss of business, loss of revenue, loss of data, or reputational damage.
  • The Provider is not liable for downtime, cyberattacks, service failures, or data loss originating from Third-Party Services.
  • The Provider’s total liability for any claim under this Agreement shall be limited to the fees paid by the Client for the Services in the preceding three (3) months.

10. Content Responsibility & Indemnity

  • Content Responsibility: All Content, including site and platform materials, remains the sole responsibility of the Client. Citrus Suite Ltd will not be responsible for the accuracy, legality, or suitability of any Content.
  • Indemnity: The Client agrees to indemnify and hold harmless the Provider against any claims, damages, liabilities, or expenses arising from:
    • The Client’s use or misuse of the Services;
    • Content published, uploaded, or stored by the Client (including any defamatory, illegal, or infringing content);
    • The Client’s failure to comply with legal obligations (including GDPR/Data Protection); and
    • Breaches or service issues.

11. Backups & Data Responsibility

Unless the Provider and Client enter into a formal, paid Backup Agreement:

  • The Client is solely responsible for maintaining local backups of all files, content, and databases; and
  • The Provider accepts no liability for data loss of any kind, whether caused by server failure, human error, or hack.

12. Suspension and Termination

The Provider may suspend or terminate Services if:

  • Fees are unpaid;
  • The Client engages in unlawful or harmful activity;
  • The Client’s use of the Services creates a security risk or operational risk to the Provider or other clients; or
  • Third-party providers suspend or remove the underlying Services.

Exit Assistance: Upon termination, the Provider will provide reasonable assistance in transferring domain or hosting access to the Client or a new provider, subject to the settlement of any outstanding invoices.

13. Force Majeure

The Provider is not liable for failures caused by circumstances outside its reasonable control, including power failure, cyberattacks (DDoS), equipment failure, network outages, industrial disputes, or third-party service failure.

14. Governing Law

This Agreement is governed by the laws of England and Wales. Disputes shall be handled exclusively in the courts of England and Wales.

15. Acceptance

By using the Provider’s Services, the Client confirms they have read, understood, and agree to the terms of this Agreement.

Development Terms