Terms of Service

This Agreement (the “Agreement”) is made by and between WastedGeeks Computing (“WastedGeeks Computing” or “we”), a brand of Wird Solutions SRL and Customer (also referred to as “you”) and is effective as of the date that you confirm your acceptance by clicking the “Complete Order” button on at https://www.wastedgeeks.com (the “Website”). WastedGeeks Computing and Customer are collectively referred to as “Parties” and individually as a “Party”.

1. Provided Services

2. Terms & Dates

This Agreement is effective on the Effective Date and shall continue in effect indefinitely until terminated by a Party. Either Party may terminate the Agreement by notice in writing (including email) to the other Party, provided, however, that notwithstanding any such termination the Agreement shall remain in effect for the remaining term of any existing Order. If WastedGeeks Computing deems it necessary to discontinue offering a particular Service provided under this Agreement during the term of an applicable Order, then WastedGeeks Computing may terminate such Service upon thirty (30) days prior written notice to Customer.

3. Charges, billing and payment

4. Conditions of Service

a. The Offered Services by WastedGeeks Computing are subject to their continued legal availability in any applicable jurisdiction. WastedGeeks Computing may elect not to offer a Service in or to any particular jurisdiction, location or country, or may block a Service to or from any particular jurisdiction, location or country if we determine, in our sole discretion, that the continuation of such Service is not permitted or advisable.

b. WastedGeeks Computing reserves the right to amend this Agreement, including any terms or conditions, policies, or pricing on the website that are incorporated by reference herein, at any time. All such modifications shall be effective upon posting them on the Website. By continuing to use the Service after the posting of such amendments or modifications, you agree to be bound by the amended Agreement.

c. WastedGeeks Computing reserves the right to monitor outgoing SMTP service traffic for security and spam prevention purposes.

5. Networking Configuration Maintenance

WastedGeeks Computing reserves the right to modify its network, system configurations or routing configurations. WastedGeeks Computing may, at its sole discretion and without liability, change or modify the features and functionalities of a Service or modify or replace any hardware or software in the network or in equipment used to deliver any Service provided that this does not have a material adverse effect on the Service.

6. Termination

a. WastedGeeks Computing may terminate this Agreement, any Service, or both, immediately if Customer (a) fails to make payment of any amount due under this Agreement within 3 days of the due date or (b) violates point 10.

b. Either Party may terminate this Agreement, any Service Order, or both, immediately on notice, if the other commits any other material breach of this Agreement and fails to remedy the breach within thirty days after receiving written notice of the breach.

c. WastedGeeks Computing may also, upon sending notice of Customer’s material breach of this Agreement or a Service Order: (a) cease accepting or processing orders for Service and suspend Service without prejudice to its right to terminate this Agreement or the Service; (b) cease providing all electronically and manually generated information and reports; or (c) collect from Customer any charges owed under this Agreement.

d. In the event of termination by WastedGeeks Computing under subsection (a) or (b) above, all future charges that would be payable under any outstanding Service Order shall become immediately due and payable.

e. Customer acknowledges that in the event of termination of this Agreement or any applicable Service Order, WastedGeeks Computing has no obligation to continue to provide Services to Customer. Customer further agrees that it will immediately effect an immediate transition of Services to another provider.

7. Arbitration of Disputes

a. Any dispute arising out of this Agreement that cannot be resolved between the Parties, must be submitted to binding arbitration before a sole arbitrator in accordance with the commercial arbitration rules of the International Chamber of Commerce (“ICC”). The decision of the arbitrator shall be binding on all parties. The arbitration shall be conducted in English in London, England.

b. Either Party may initiate an arbitration. A copy of the request for arbitration shall be provided to the other Party at the time it is filed.

c. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms.

d. The arbitrator will have no authority to award consequential, incidental, punitive, or exemplary damages, and Customer expressly waives any rights to seek any such damages. To the extent such damages may not be so waived, if the arbitrator decides to award such damages, they shall be limited to the total amount of Service charges previously paid by Customer hereunder. The cost of the arbitration, including the fees and expenses of the arbitrator, shall be shared equally by the Parties unless the arbitrator’s award provides otherwise. Unless applicable law provides otherwise, each Party pays its own expenses to participate in the arbitration, including attorneys’ fees and expenses for witnesses and production and presentation of evidence.

e. Each dispute shall be decided on an individual case basis and shall not be consolidated in any action with the disputes or claims of other consumers or customers. Customer agrees that it shall not bring any dispute or claim as a class action or as a private attorney general, and not to act as a class representative or participate as a member of a class of claimants with respect to any dispute or claim relating to this Agreement or the Services. The Parties agree to waive any right to jury trial involving any claims or disputes under this Agreement.

f. If any portion of this dispute resolution section is determined to be unenforceable, then the remainder shall be given full force and effect.

8. Acceptable use policy

You shall, and shall ensure that your End Users, use a Service only for lawful purposes and in a lawful manner, and subject to the express prohibitions set forth in this section. You are expressly prohibited from using any Service in a manner that would or in WastedGeeks Computing’ reasonable judgment may (a) constitute or encourage conduct that is criminal in nature, (b) give rise to civil liability for you or us, (c) violate any applicable laws or regulations (including those related to the intellectual property rights of third parties), (d) enable you to avoid any obligation to pay for the Service, (e) interfere with, disrupt, access without permission or present a risk to a Service or to the network or equipment of WastedGeeks Computing, its customers, its interconnected providers, or other third parties, (f) violate this Agreement or the policies of WastedGeeks Computing, (g) gain unauthorized access to, or otherwise violate the security of WastedGeeks Computing’ (or another party's) network, servers, computers, network control devices, software or data, or other part of a computer system or network, or (h) constitute an abusive or fraudulent use. Specific conduct that is prohibited under this policy includes, but is not limited to, spamming, sending unsolicited commercial email, hacking, dissemination of (i) child pornography or any other activity harmful to minors or (ii) deliberately offensive material, including any message or information that is or may be threatening, libelous, obscene, or harassing. You shall be responsible for any liabilities or obligations arising from your or your End Users’ use of a Service in violation of this section. We shall have the right to block or suspend the Service without notice to you or any liability for us in the event we reasonably determine that (i) you or your End Users are using the Service in a manner that violates or is contrary to this section, or (ii) your network or your server space leased from WastedGeeks Computing are subject to a distributed denial of service (DDOS) attack or other type of attack that interferes with Services provided to other customers. If you or your end users’ actions have caused the WastedGeeks Computing mail servers or IP address ranges to be placed on black hole lists and other mail filtering software systems used by companies on the internet, you will be assessed a 500 EURO administrative charge and fees of 100 EURO per hour for employee time incurred to contact list holders, remove any blocks and protect our mail servers and IP ranges.

9. Warranty and Limitation of Liability

a. Warranty and disclaimer. WastedGeeks Computing warrants that it will perform services with reasonable skill and care and in a workmanlike manner and will use reasonable efforts to restore services in the case of failure. WastedGeeks Computing makes no other warranty or guarantee relating to the services, express or implied, under this agreement or otherwise, and WastedGeeks Computing expressly disclaims all other warranties or conditions relating to the services, express or implied, including, but not limited to any implied warranties or conditions of merchant-ability, satisfactory quality, and/or fitness for a particular purpose. Customer’s sole remedy for failure of a service is the credits set forth in the public service level agreement at www.wastedgeeks.com/sla.php

b. Limitation of liability. In no event shall either party be liable for any indirect, incidental, special, consequential, punitive, reliance, or cover damages, including loss of profits, revenue, data, or use, incurred by either party or any third party, including any damages arising from any negligent act or inadvertent omission, whether in contract, tort or under law, even if that party has been advised of the possibility of such damages. Except for a breach of customer’s payment obligations hereunder, in no event shall either party be liable to the other party for direct damages in an amount in excess of €10,000 or the amount that WastedGeeks Computing charged customer for services in the six months prior to the date when the claims first arose, whichever is less.

c. Exclusion of liability. Regardless of the form of action (whether in contract, warranty, strict liability or tort, including, without limitation, negligence of any kind whether active or passive) WastedGeeks Computing, its subcontractors or agents shall not be liable for any of the following, even if informed of their possibility: (a) third party claims against customer or WastedGeeks Computing for damages arising from a data breach, (b) any delay, loss, damage or service failure attributable to any service, product or actions of any person, including but not limited to delay, loss, damage or service failure attributable to computer viruses, worms, computer sabotage, ‘denial of service’ attacks, dns spoofing attacks and/or other hacking attacks of a similar nature, or (c) interoperability of specific customer applications.

10. Indemnity

You shall indemnify and hold WastedGeeks Computing, our affiliates and subsidiaries, employees, directors, officers and shareholders of the same harmless from and against all claims, losses or damages (including attorney’s fees and costs) in favor of any agency, person, firm or corporation, arising from or relating to (i) any personal injury or property damage in any way resulting from the acts of you, your End Users, employees or agents; (ii) any violation of this section or any claim by a third party that the content, use and/or publication of information and communications transmitted by you or your End Users using the Services (“Content”) infringes upon the rights of such third party, regardless of the form of action, whether in contract, tort, warranty, or strict liability and whether in respect of copyright infringement or any manner of intellectual property claims, defamation claims, claims of publication of obscene, indecent, offensive, racist, unreasonably violent, threatening, intimidating or harassing material; or (viii) your failure to comply with applicable data breach or data protection legislation.

10. Force Majeure

WastedGeeks Computing shall not be held responsible for any delay or failure in performance of a Service or any part of this Agreement to the extent such delay or failure is caused by: fire; flood; earthquake; the elements; lightning; explosion; war; act of terrorism; strike; embargo; labor dispute;; government requirement; civil or military authority; act of god or nature; inability to secure materials or transportation facilities; act or omission of carriers or suppliers (other than the Parties themselves); acts or failures to act of any governmental authority; computer viruses or worms; DDOS attacks, DNS spoofing attacks and/or other hacking attacks; or any other causes beyond its reasonable control.

11. Compliance with Laws

a. Customer represents and warrants that its services and the products, materials, data, and information used by Customer and its End Users in connection with the Services do not, and during the term of this Agreement will not, operate in any manner that violates any applicable EU, national, state, or local law or regulation. Customer will obtain all required licenses and permits, and will comply with any laws and regulations that may be applicable to its use and resale of the Services.

b. Customer is solely responsible for the use, publication and content of information transmitted by it and its End Users via the Services.

c. Customer shall perform its obligations under this Agreement in a commercially reasonable, ethical and professional manner and in accordance with applicable legal requirements, including without limitation, all laws and regulations regarding (i) data privacy, telemarketing, “slamming” or other inappropriate selling activities, and (ii) the export or diversion of goods to certain prohibited countries promulgated by the United States Government.

d. If any foreign, federal, state, or local government, regulatory agency or governmental body, or a court of competent jurisdiction, issues a rule, regulation, law or order (“Regulatory Change”) which has the effect of materially increasing the cost to provide Services hereunder or canceling, changing, or superseding any term or provision of this Agreement, then this Agreement may be modified by WastedGeeks Computing in such a way as is consistent with the form, intent and purpose of this Agreement and is necessary to (a) comply with such Regulatory Change, or (b) to pass on to you any additional charges or fees imposed by such Regulatory Change on WastedGeeks Computing.

e. Customer Data. The computer servers of WastedGeeks Computing are located in Romania, a member of European Union. All Services are provided, and Customer and end user data is stored or processed, in the Romania. Customer agrees that WastedGeeks Computing may process personal data (for example, contact details) provided by Customer in connection with this Agreement (hereinafter, “Customer Data”) for the purpose of this Agreement and/or for purposes connected with the Service and/or business relationship between the Parties, consistent with applicable law and regulation. Customer confirms that it has obtained all necessary consents to such processing from the data subjects concerned.

13. Governing Law

This Agreement shall be governed by the laws of Bucharest, Romania, without regard to its choice of law principles.

14. Notices

a. All notifications, requests, demands and other communications required or permitted under this Agreement (“Notices”) shall be in writing and addressed to the Customer at the email address provided and maintained as part of its contact information and to WastedGeeks Computing at [email protected]astedgeeks.com. It is Customer's responsibility to promptly notify WastedGeeks Computing of any change in its contact information.

b. All Notices sent by email shall be considered received when a confirmation of the delivery is received by the sender.

c. WastedGeeks Computing, a brand of Wird Solutions SRL has the registration address at 204 Mihai BRAVU St. Block 105, 2nd Entry, Apartment 44, Bucharest, Romania.

15. General

a. Assignment/Subcontracting. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other, which may not be unreasonably withheld, conditioned or delayed; except that WastedGeeks Computing may freely (i) subcontract any of its duties or (ii) assign its right to receive payments hereunder or this Agreement or any portion thereof to an affiliated entity.

b. Publicity. Neither Party will publish or use any advertising, sales promotions, press releases or other publicity which uses the name, logo, trademarks or service marks of the other without the prior written approval of the other.

c. Binding Effect. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect, and such provision will be deemed to be amended to the minimum extent necessary to render it enforceable.

d. Survival. Termination of this Agreement shall not affect either Party's accrued rights or obligations under this Agreement as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after this Agreement has ended.

e. Remedies. Except as may otherwise be provided herein, the assertion by a Party of any right or the obtaining of any remedy hereunder shall not preclude such Party from asserting or obtaining any other right or remedy, at law or in equity, hereunder.

f. Entire Agreement. This Agreement and any Orders represent the entire agreement between the Parties with respect to the Services. They supersede all prior agreements and understandings, written or oral. The following order of priority, from highest to lowest, applies to any conflict between the terms relating to a Service: (i) service orders, amendments, or addenda to this Agreement; (ii) this Agreement; and (iii) the Privacy Policy.