Terms of Service — Managed VPS

1. Nature of the Managed VPS Service

A Managed VPS is a virtualised private server hosted on our UK infrastructure. Unlike shared hosting, a Managed VPS provides dedicated virtualised resources (CPU, RAM, and storage) allocated solely to your account. The "managed" component means we take responsibility for the underlying operating system layer, security patching, and server-level management as defined in Section 3. Resources and specifications are as listed on our website at the time of purchase and may be upgraded at any time.

2. Eligibility and Account Registration

To use the Service you must:

• Be at least 18 years of age and have the legal capacity to enter into binding contracts
• Provide accurate, current, and complete account and billing information
• Not be located in, or acting on behalf of any entity located in, a country subject to UK government trade sanctions
• Agree to these Terms, our Privacy Policy, and our Acceptable Use Policy

Corporate customers may be required to provide company registration details. We reserve the right to verify your identity and to decline or suspend service where we cannot do so satisfactorily.

3. What Is Included in Management

3.1 Services We Provide (Managed Layer)

Our managed service covers the following at the operating system and infrastructure level:

• Initial server provisioning, OS installation, and baseline security hardening
• Ongoing operating system security patch management and kernel updates
• Server-level firewall configuration and maintenance
• 24/7 proactive server monitoring with automated alerting for resource usage, uptime, and hardware health
• Daily automated backups of the full server with a minimum 14-day retention window (see Section 7)
• Hardware maintenance and replacement where a fault is attributable to our infrastructure
• Control panel installation and maintenance where a control panel is included in your plan
• Basic DNS configuration and management at the server level
• Network uptime monitoring and incident response
• 24/7 technical support for server-level issues via ticket and email

3.2 Services Not Included

The following are outside the scope of our managed service and remain your responsibility unless otherwise agreed in writing:

• Application-level support, including but not limited to WordPress, Magento, Laravel, custom PHP, Python, or Node.js applications
• Database administration, query optimisation, or troubleshooting of application database errors
• Debugging or fixing issues caused by software or scripts installed by you or your developers
• Website migration from third-party providers (available as a chargeable add-on service on request)
• Email server administration beyond initial setup where included in your plan
• Code review, development, or modification of any kind
• Third-party software licences unless explicitly included in your plan
• Remediation of issues caused by actions taken by you or any party using your root or administrative access

Where you request support for tasks outside the managed scope, we may at our discretion provide assistance on a time-and-materials basis at our standard consultancy rate, which will be quoted in advance.

4. Root Access and Customer Responsibilities

4.1 Root Access

Where root or administrative access is provided as part of your plan, you acknowledge that:

• Use of root access is at your own risk and you accept full responsibility for any changes made
• Actions taken via root access that cause system instability, data loss, or security compromise are not covered under the managed service and remediation may be chargeable
• You must not use root access to disable, bypass, or interfere with our monitoring agents, security tools, or backup systems
• We reserve the right to suspend root access temporarily where we believe it is being used in a way that compromises the security or stability of the server or our network

4.2 Your General Responsibilities

• Maintaining the security and confidentiality of all access credentials, including SSH keys, control panel passwords, and any API keys
• Ensuring that all software you install complies with applicable licences and these Terms
• Keeping us informed of any significant changes to your server configuration that may affect our ability to manage it
• Notifying us immediately at [email protected] if you suspect any unauthorised access to your server
• Ensuring that your use of the Service complies with all applicable laws, regulations, and our Acceptable Use Policy

5. Acceptable Use

5.1 Permitted Use

The Service may be used for lawful business and personal purposes including web hosting, application hosting, database hosting, development environments, and other legitimate server workloads consistent with the resources included in your plan.

5.2 Prohibited Activities

The following are strictly prohibited and will result in immediate suspension or termination of the Service without refund:

• Hosting, distributing, or facilitating access to illegal content under UK law or the laws of any applicable jurisdiction
• Hosting child sexual abuse material (CSAM) or any content that sexually exploits minors — this will be reported to the NCA and IWF without prior notice
• Distributing malware, ransomware, spyware, trojans, or any malicious software
• Conducting or facilitating denial-of-service (DoS or DDoS) attacks against any target
• Operating open mail relays, sending spam, or conducting unsolicited bulk email campaigns
• Running cryptocurrency mining operations without our prior written consent
• Hosting phishing websites, fraudulent pages, or content designed to impersonate other organisations
• Port scanning, network probing, or attempting to gain unauthorised access to third-party systems
• Reselling server resources to third parties without our prior written authorisation
• Hosting or operating Tor exit nodes or open proxies without our prior written consent
• Storing or transmitting stolen personal data or data obtained through unlawful means
• Using the Service in a way that causes degradation to our network or other customers

5.3 Resource Usage

Unlike shared hosting, Managed VPS resources are dedicated to your account. You may use your allocated CPU, RAM, and storage without restriction, subject to the prohibited activities above. Where sustained usage consistently exceeds your plan allocation, we will contact you to discuss an upgrade rather than throttle your service without notice.

6. Service Level Agreement

We target the following service levels for our Managed VPS infrastructure:

• Network uptime: 99.95% measured monthly, excluding scheduled maintenance
• Hardware fault response: within 2 hours of identification during business hours, 4 hours outside business hours
• Critical security patch deployment: within 24 hours of patch availability where the vulnerability is actively exploited
• Support ticket initial response: within 4 hours for standard issues, within 1 hour for critical server-down incidents

These targets exclude downtime caused by: scheduled maintenance (communicated with at least 24 hours' notice where possible); emergency maintenance required to protect our infrastructure; circumstances beyond our reasonable control including upstream network failures, DDoS attacks targeting our infrastructure, or acts of government; or issues caused by customer actions or software.

Service credits for downtime below the guaranteed network uptime threshold may be requested by contacting [email protected] within 14 days of the incident. Credits are applied to future invoices and are not payable in cash. The maximum credit per incident is one month's service fee.

7. Backups and Data Recovery

We perform daily automated backups of Managed VPS servers with a minimum 14-day retention window. However:

• Backups are provided as a courtesy service and are not guaranteed to be complete, current, or error-free at all times
• Restoration from our backups may be requested via a support ticket; a restoration fee may apply for customer-error scenarios
• You are solely responsible for maintaining your own independent backups of all critical data, applications, and databases
• We are not liable for any data loss, corruption, or unavailability, whether or not a backup exists
• Where data loss results from a hardware fault attributable to our infrastructure, we will restore from the most recent available backup at no charge

We strongly recommend implementing application-level backup solutions in addition to our server-level backups.

8. Payment, Billing, and Refund Policy

8.1 Billing

All Managed VPS fees are invoiced in advance at the beginning of each billing cycle (monthly or annually, as selected at purchase). Prices are as listed on our website at the time of order, exclusive of VAT. Applicable UK VAT will be added at checkout where required.

8.2 Late Payment Fees

Any invoice not paid by its due date will be subject to a late payment fee of 15% of the total outstanding invoice amount, applied automatically on the 8th day following the due date. We reserve the right to recover reasonable debt collection costs in addition to the late payment fee where an account remains unpaid after 30 days.

8.3 Failed Payments and Suspension

If a payment fails, we will notify you by email. Accounts with overdue balances of more than 7 days may have their Service suspended. Accounts suspended for non-payment for more than 30 days may be terminated and server data permanently deleted. We are not liable for any data loss resulting from suspension or termination due to non-payment.

8.4 Price Changes

We reserve the right to change our pricing with at least 30 days' prior written notice. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.

8.5 Refund Policy

Managed VPS services are provisioned on demand and incur immediate infrastructure costs. As such, fees are non-refundable except where: the Service cannot be provisioned due to our error, in which case a full refund will be issued; or a new account requests cancellation within 48 hours of initial provisioning and has not made significant use of the server, at our sole discretion. No refunds are given for accounts suspended or terminated due to Terms or AUP violations.

8.6 Auto-Renewal

Services renew automatically at the end of each billing cycle. You may cancel auto-renewal at any time via your account portal. Cancellation takes effect at the end of the current billing period; no partial refunds are given for unused time.

9. Intellectual Property

9.1 Our Intellectual Property

All software, systems, management tools, monitoring agents, and documentation forming part of the Service are owned by or licensed to Layer 9 Solutions Ltd. Nothing in this Agreement grants you any right, title, or interest in our proprietary systems or tools. You may not copy, reverse-engineer, or create derivative works from any component of our management infrastructure.

9.2 Your Content and Data

You retain all ownership of data, applications, and content hosted on your Managed VPS. By using the Service you grant us a limited licence to access your server solely to the extent necessary to provide the managed services described in Section 3. We will not access your server data for any purpose other than delivering the Service, except where required by law.

9.3 Third-Party Software

Where your plan includes a control panel or other third-party software, your use of such software is subject to the applicable third-party licence terms. We are not responsible for the availability, functionality, or changes to third-party software components.

10. Privacy and Data Protection

We process your personal data in accordance with our Privacy Policy and Data Processing Agreement (DPA), both incorporated by reference into this Agreement. Where you host personal data of your own customers or end users on your Managed VPS, you are the data controller and we act as a data processor on your behalf; the terms of our DPA govern that relationship. You are responsible for ensuring that your use of the Service complies with all applicable data protection laws, including UK GDPR and the Data Protection Act 2018.

11. Security Obligations

In addition to our managed security measures, you agree to:

• Use strong, unique passwords for all server access credentials and rotate them regularly
• Not share SSH keys, control panel credentials, or other access details with unauthorised parties
• Promptly apply any security recommendations we provide relating to software you have installed
• Notify us immediately at [email protected] if you become aware of any security incident, breach, or compromise affecting your server
• Not disable, remove, or interfere with our monitoring agents or security tools installed on your server

Where a security incident on your server poses a risk to our infrastructure or other customers, we reserve the right to isolate or suspend your server immediately and without prior notice. We will notify you as soon as practicable after taking such action.

12. Termination

12.1 Termination by You

You may cancel your Managed VPS at any time via your account portal or by contacting [email protected]. Cancellation takes effect at the end of the current billing period. You are responsible for backing up all data prior to the cancellation date.

12.2 Termination by Us

We may suspend or terminate your Service immediately and without refund if you breach any provision of this Agreement or our Acceptable Use Policy; we receive a valid legal order requiring us to do so; your server is used in connection with any illegal activity; you fail to pay outstanding amounts within 30 days; or continued provision poses a risk to our infrastructure or other customers.

12.3 Data Following Termination

Upon termination for any reason, your server and all associated data will be retained for 14 days after the termination date, during which you may request an export or backup. After this period, all data will be permanently deleted and cannot be recovered. We are not responsible for any data loss resulting from termination.

13. Limitation of Liability

To the fullest extent permitted by applicable law:

• We exclude all liability for indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business, or loss of goodwill
• Our total aggregate liability to you under or in connection with this Agreement shall not exceed the total fees paid by you to us in the 3 months immediately preceding the event giving rise to the claim
• We do not exclude liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under English law

You acknowledge that the pricing of our Services reflects the allocation of risk set out in this clause and that we would not be able to offer the Services at current pricing levels without these limitations.

14. Indemnification

You agree to indemnify, defend, and hold harmless Layer 9 Solutions Ltd, its directors, employees, agents, and subcontractors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: your use of the Service; content or applications hosted on your Managed VPS; your breach of this Agreement or any applicable law or regulation; or any claim brought by a third party arising from your use of the Service.

15. Force Majeure

We shall not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, power failures, internet or telecommunications outages caused by third-party providers, or cyberattacks directed at our infrastructure. We will notify you as soon as reasonably practicable of any such event and will use reasonable endeavours to resume performance as soon as possible.

16. Changes to This Agreement

We may update these Terms at any time. We will provide at least 14 days' notice of material changes via email to the address registered on your account and/or by posting notice on our website. Your continued use of the Service after the effective date of any change constitutes acceptance of the revised Terms. If you do not agree to the changes, you may cancel your Service before the effective date without penalty.

17. Entire Agreement and Severability

This Agreement, together with our Privacy Policy, Data Processing Agreement, Acceptable Use Policy, and any other incorporated policies, constitutes the entire agreement between you and Layer 9 Solutions Ltd in relation to the Managed VPS Service. If any provision is found to be invalid or unenforceable, it shall be severed and the remaining provisions shall continue in full force and effect. No waiver by us of any breach shall constitute a waiver of any subsequent breach.

18. Governing Law and Dispute Resolution

This Agreement is governed by and shall be construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising under or in connection with this Agreement.

19. Contact

Layer 9 Solutions Ltd
Company No. 14857666
124 City Road, London, England, EC1V 2NX
Email: [email protected]
Support: [email protected]
Security: [email protected]