Subscription Services Agreement

1. Agreement

This Subscription Services Agreement (the “Agreement”) is between APTRANET LIMITED, trading as Aptranet, company number 14849936, whose registered office is 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom (“Aptranet”, “we”, “us”), and the organisation or person that completes checkout, signs an order, or otherwise agrees to receive the Services (“Customer”, “you”).

The Agreement is formed when you accept it at Stripe Checkout, click to accept it in the Management Console, or sign or otherwise agree to an order form or statement of work. It includes this document, the plan and prices shown at checkout or in the order, the Privacy Policy, and the acceptable-use rules in section 8. The Terms of Service apply to the public Website. If this Agreement and an order conflict, the order controls for that purchase. If this Agreement and the Terms of Service conflict about a paid Service, this Agreement controls.

If you accept on behalf of an organisation, you represent that you have authority to bind it. The Services are offered for business use.

2. The Services

Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Aptranet services you purchase. Those services currently include Cloud CDN, Cloud DNS and the Management Console used to configure them (the “Services”).

We will provide the Services with reasonable skill and care. Unless an order states a separate service level, we do not commit to a specific availability percentage. Status information is published at status.aptranet.com.

We may change features, provided we do not materially reduce the overall functionality of a paid Service during the then-current Term. We will give at least 30 days’ notice before removing a material feature, unless the change is required for security, law, or a supplier change outside our reasonable control.

3. Your account and authorised users

You must keep registration and billing details complete and accurate. You are responsible for all activity under your organisation, including members, API keys and automation. Notify us promptly at support@aptranet.com of any unauthorised use.

You are responsible for your origins, DNS delegation, TLS certificates you supply, access policies, and the legality of content you ask us to deliver or resolve.

4. Customer content and licence

“Customer Content” is the objects, hostnames, DNS records, configuration and other material you or your end users send to the Services. You retain all rights in Customer Content. You grant Aptranet a worldwide licence to host, cache, copy, transmit and display Customer Content solely to provide, secure, meter and support the Services.

To deliver Cloud CDN we must store copies of cacheable objects on edge servers. To deliver Cloud DNS we must publish the records you configure on authoritative servers. Those copies are not a transfer of ownership.

You represent that you have all rights needed to grant this licence and that Customer Content does not infringe law or third-party rights.

5. Restrictions

You must not, and must not allow others to:

• copy, modify, reverse engineer or create derivative works of the Services except as the law allows and after written notice to us;
• resell, rent, or provide the Services to third parties as a service bureau, unless an order expressly allows it;
• remove proprietary notices;
• access the Services to build a competing product; or
• circumvent technical or billing limits.

6. Term, renewal and cancellation

The initial term is the billing cycle you select at checkout or that is stated in the order — monthly or yearly unless otherwise agreed (the “Term”). The Term renews automatically for a further period of the same length unless either party gives at least 30 days’ notice of non-renewal before the end of the then-current Term, or you cancel renewal in the Management Console or Stripe customer portal where that control is offered.

You may stop using the Services at any time. Cancellation takes effect at the end of the paid Term unless we agree otherwise. Fees already paid are not refundable except where this Agreement or the law requires a refund.

7. Fees, usage and taxes

You will pay the fees for the plan you select, plus any usage above the included amounts, at the rates shown at checkout or in the order. Published marketing prices are in euros and exclude VAT and other taxes unless stated. The amount charged is the amount calculated by our payment provider at invoice time, including any processing charge that is built into the displayed price.

Self-serve subscriptions are billed in advance for the plan fee. Usage above the included traffic, requests, zones or queries is metered and charged in arrears on the same subscription. Yearly plans, where offered, are billed for the year in advance and follow the yearly price shown at checkout.

Fees are due in the currency stated, without set-off. Payment is collected automatically by Stripe using the payment method you save, unless an order says otherwise. If a payment fails we may retry it and, after notice, suspend the Services until the invoice is paid. We may charge statutory interest on overdue amounts.

You are responsible for VAT and other taxes. If we are required to collect tax we will add it to the invoice unless you provide a valid exemption. We may change list prices for a renewal Term by giving notice before the renewal. A price change does not alter the current paid Term.

Except as required by law or stated in an order, fees are non-cancellable and non-refundable, and included quantities cannot be decreased during the Term.

8. Acceptable use

You must not use the Services to:

• violate applicable law, including privacy, intellectual-property, computer-misuse, fraud, sanctions or export law;
• distribute malware, or operate a botnet, phishing site, or command-and-control infrastructure;
• launch or amplify denial-of-service attacks, reflection or amplification attacks, or port scanning of third-party systems;
• send unsolicited bulk email, operate an open mail relay, or spoof email headers;
• publish or resolve names for child sexual abuse material, terrorist content that is illegal in the United Kingdom, or other illegal content;
• infringe copyright, trade marks or other third-party rights;
• mine cryptocurrency on the Services;
• interfere with our network, other customers, or the security of the Services; or
• attempt to access systems or data you are not authorised to access.

We may investigate suspected abuse, remove or block Customer Content, sinkhole or withdraw DNS, or suspend the Services, with or without notice, where we reasonably believe this section has been breached or we are required to act by law or a competent authority. We may report illegal activity to law enforcement.

9. Suspension and termination

Either party may terminate this Agreement if the other materially breaches it and does not cure the breach within 30 days of written notice, or immediately if the other becomes insolvent or enters a formal insolvency process.

We may suspend or terminate immediately if you fail to pay an amount that is not reasonably disputed, if you breach section 5 or 8, if continuing the Services would create a serious security, legal or operational risk, or if we are required to do so by law. If we terminate for your breach, unpaid fees for the remainder of the Term become due.

On termination we will stop providing the Services. You remain responsible for migrating your traffic and DNS. We may delete Customer Content and configuration after a reasonable period, except records we must keep for law or billing.

10. Security and privacy

We will maintain administrative, technical and physical safeguards appropriate to the Services we provide. You are responsible for securing your origins, credentials, and the applications you place behind Cloud CDN or Cloud DNS.

Each party will handle personal data as described in the Privacy Policy. For end-user traffic you send through the Services, you are the controller and we are the processor. A data processing addendum is available on request.

11. Intellectual property and feedback

We and our licensors own the Services, documentation, APIs, and all related intellectual property. No rights are granted except the limited licence in this Agreement. You own Customer Content. If you give us feedback, we may use it without restriction or obligation to you.

12. Confidentiality

Each party will protect the other’s confidential information with at least reasonable care and use it only to perform this Agreement. Confidential information includes Customer Content, your configuration, our non-public product and pricing information, and the terms of any non-public order. It does not include information that is public, independently developed, or lawfully received from a third party without duty of confidence.

A party may disclose confidential information if required by law, after giving notice where legally permitted. This section survives for three years after the Agreement ends, and indefinitely for trade secrets.

13. Warranties and disclaimers

Each party warrants that it has the power to enter this Agreement. We warrant that we will provide the Services with reasonable skill and care and that we will not materially reduce the overall functionality of a paid Service during the current Term.

Except for those warranties, and except for any term that cannot be excluded by the laws of England and Wales, the Services are provided “as is” and “as available”. We do not warrant that they will be uninterrupted, error-free, or free of harmful code, or that they will meet every performance target you have in mind. You are responsible for testing configuration before you rely on it in production.

14. Indemnities

We will defend you against a third-party claim that your authorised use of the Services infringes that third party’s intellectual-property rights, and we will pay damages finally awarded, or a settlement we approve. We have no duty to the extent the claim arises from Customer Content, a combination with something we did not supply, a modification we did not make, or use outside this Agreement. If such a claim is made we may obtain the right for you to keep using the Service, modify it, replace it, or terminate the affected Service and refund prepaid unused fees.

You will defend us against third-party claims arising from Customer Content, your origins, your end users, or your breach of sections 4, 5 or 8, and you will pay damages finally awarded or a settlement you approve.

The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defence, except that a settlement that admits fault or imposes obligations on the indemnified party needs its consent, not to be unreasonably withheld.

15. Liability

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited under the laws of England and Wales.

Subject to that, neither party is liable for indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, business, goodwill, data or anticipated savings, even if advised that the loss was possible.

Subject to the same reservation, each party’s total aggregate liability arising out of this Agreement is limited to the fees you paid for the Services in the twelve months before the first event giving rise to the claim. This cap does not apply to your payment obligations, your indemnity for Customer Content, or a breach of section 8.

16. Export and sanctions

You must comply with the export-control and sanctions laws of the United Kingdom and any other law that applies to your use of the Services. You represent that you are not a sanctioned person and are not located in a comprehensively sanctioned country or region. You must not use the Services for a prohibited end use or for the benefit of a sanctioned person.

17. Force majeure

Neither party is liable for delay or failure to perform, other than payment of fees, caused by events beyond its reasonable control, including fire, flood, earthquake, war, terrorism, riot, embargo, labour dispute, utility or communications failure, or a change in law. The affected party must use reasonable efforts to mitigate. This section does not excuse payment.

18. Governing law

This Agreement and any dispute or claim arising out of it (including non-contractual disputes) are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. General

This Agreement is the entire agreement about the Services and replaces earlier discussions on the same subject. Amendments must be in writing, except that we may update this public Agreement as described below. If a provision is invalid, the rest remains in force. A waiver must be in writing. You may not assign this Agreement without our consent, except to an affiliate or in a sale of your business if the assignee is not a competitor and assumes your obligations. We may assign this Agreement to an affiliate or in a sale of our business.

We may update this public Agreement by posting a revised version and changing the “Last updated” date. The revision applies from the next renewal Term, or earlier if required by law or if you agree. For a material change that applies during a current Term we will give notice to the billing or admin email on the account.

Notices to you may be sent to the email on your account. Legal notices to us must be sent to APTRANET LIMITED, 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom, and copied to support@aptranet.com.