This is an important document. It sets out the overarching Terms of Service on which BaseHost [ABN 40 087 351 102] (“BaseHost”) provides Services to you, the Customer. You accept these Terms of Service when you purchase a Cloud Service through BaseHost Store and our BaseHost Control Panel. When you have accepted these Terms of Service, they become a legal agreement between you and BaseHost. Please read it carefully. Once you have accepted these Terms of Service, you can always access and review them via the BaseHost Website and its contents are owned and operated by BaseHost (“BaseHost”).
- Control Panel
- Payment of Fees
- Proprietary Rights in Hardware and Software
- Maintenance of Hardware and Network
- Storage; data retention
- Acceptable Use Policy and Use of Services
- Release of Information to Authorised Agencies
- Term and Termination
- Consequences of Termination
- Suspension of Services
- Amendment of these Terms and Conditions
- Governing Law
- General Provisions
1.1 These overarching Terms and Conditions cover all Services offered by BaseHost.com (together or separately referred to as “Services”).
1.2 Services: includes:
(a) internet connectivity services (“Bandwidth”),
(b) use of equipment including the server and other equipment used in internet connectivity services (“Hardware”), and
(c) use of text messaging services to companies, small businesses, and individual business users (“Messaging”), and
(d) licensing of the associated operating system and web server applications (“Software”), all as detailed and for the Fees set out in the Cloud Plan which Customer has selected.
1.3 Service Levels: BaseHost will provide the Services in accordance with the Service Level Agreement applicable to the Plan selected by Customer.
2. Control Panel
2.1 Control Panel: “Control Panel” means a unique, live and interactive website page individualised for the Customer which the Customer may access at the BaseHost Website after supplying its User ID and Password. When accessed, the Control Panel enables Customer to:
(a) Review the status of its account, and pay outstanding invoices;
(b) View the registration status of its domain names and dates for renewal of registration;
(c) view the current status of its Hosting Services and reports of operation of those Services;
(d) perform maintenance and other functions on components of Services, Hardware and Software, including configuring website and email services; and
(e) access Customer support services.
2.2 Password Access: BaseHost will provide Customer with User ID and Password to access the Control Panel for the purposes specified in clause
2.1. Customer is solely responsible for maintaining the secrecy and confidentiality of its User ID and Password assigned to it or its nominated representatives and is and remains liable for any fees or charges incurred by any person accessing the Control Panel by using that User ID and Password.
3.1 Sole Warranties: BaseHost warrants that the Services will be supplied with due care and skill in accordance with the applicable Service Level Agreement and that any material supplied in connection with the Service is reasonably fit for the purposes for which it is supplied.
3.2 Exclusion of All Other Warranties: With the exception of the warranties set out in clause 3.1 and to the full extent permitted by law, all other all express or implied warranties, representations, terms and conditions regarding Services, Hardware and/or Software and their use or regarding the Agreement are hereby expressly excluded.
3.3 Limitation of Liability: BaseHost’s liability for breach of the warranties set out in clause 3.1 is limited at its option to the resupply of Services, or payment of the cost of having the Services supplied again. In no event shall BaseHost be liable for any loss of data, loss of profits, cost of cover, or any other special, incidental, consequential, indirect or punitive damages, however caused and regardless of theory or liability, notwithstanding that BaseHost has been made aware or advised of the possibility of such damages.
4. Payment of Fees
4.1 Payment of Fees: Customer agrees to pay the fees set out in the Online Plan selected by it (which are inclusive of GST), and such other charges and fees as may properly be incurred by it under this Agreement, including without limitation:
(a) Charges for excess Data, Traffic, Bandwidth, Text Messages and/or power usage by Customer; and
(b) Additional license fees charged to BaseHost under software licenses where fees are calculated by reference to usage or number of users or mailboxes.
4.2 Usage Charges: Where applicable, Usage Charges for Bandwidth are measured by the billing data collection devices that measure data traffic at the BaseHost router interface at the edge of the BaseHost network, and are calculated according to the Plan selected by Customer. In the event of a billing dispute, Customer acknowledges and agrees that it will accept these data traffic records as accurate and final records of the data traffic to which they relate.
4.3 Refund of Initial Fees: Customer is solely responsible for selecting the Online Plan appropriate to its requirements. Once a Plan has been ordered, BaseHost will not issue a refund of the initial payment of fees unless:
(a) Customer makes a request for a refund within 72 hours of the initial payment of fees; and
(b) BaseHost has not irrevocably committed itself to expenses associated with the supply of services, including without limitation ordering of domain names and activation of services covered by the Online Plan selected by Customer.
4.4 Invoices: BaseHost will issue and post invoices on the Control Panel in accordance with its billing cycle, as from time to time notified to Customer:
(a) For fixed or recurring charges, in advance;
(b) For variable charges including Usage Charges and excess Usage Charges, in arrears;
(c) Otherwise as notified by BaseHost from time to time.
4.5 Billing Periods: BaseHost will use its best endeavours to bill all charges for the relevant billing period in the invoice relating to that period. Where charges relating to that billing period arise for any reason after the invoice is issued, including without limitation late notification of a Supplier of billing errors, BaseHost may include such charges on a later invoice.
4.6 Payment Authorities: Customer hereby authorises BaseHost to debit all fees under any invoices rendered by it under this Agreement, as the Customer chooses, to its nominated Paypal Account or to Customer’s or Associates nominated credit card or card’s as listed in the BaseHost Control panel and all subsequent auto-renewals will be charged to the credit card which is listed within the BaseHost control panel and as marked default credit card for payment. The Customer acknowledges they can call BaseHost or log into BaseHost control panel to update at anytime, credit card information, default payment method and suspend auto-renewal of a subscription at anytime. BaseHost accepts no liability for a Customer using an associates Credit card for payment within BaseHost control panel marked as default payment, the Customer assumes full liability for payment and authorises BaseHost to use an associates credit card. An additional credit card transaction fee for the following credit cards types apply: – American Express (AMEX) – An additional 1% transaction fee will be applied to cover the merchant transaction fee
4.7 Provisioning of Services: BaseHost will provision services constituting the Plan selected by Customer within the following time frames:
(a) Domain Name services: within 24 hours of receipt of payment, provided however that:
(i) Payment for renewal must be received at least 72 hours before the expiration of the current registration; and
(ii) If Customer has NOT been notified by TPP Wholesale or OpenSRS of registration or renewal of a Domain Name within 72 hours, Customer must promptly notify BaseHost. Failure to notify BaseHost on a timely basis may result in loss of the domain name;
(b) Instant Applications: these applications are normally provisioned on average within 1 hour of receipt of payment, though external factors can sometimes cause delays of an hour or more. Instant Applications are those products and services designated on the Website as “Instant” and include Domain Names, Web Hosting, Email Hosting, Office 365 Services, Cloud Backup, Cloud Servers and SSL Certificates;
(c) All other Applications/services: within 3 business days, depending on the particular services,
4.8 Account Activation: BaseHost will forward details, including User ID and password, for activating services covered by the Online Plan selected by Customer to the contacts specified by Customer when registering so that Customer can activate the account within 24 hours of placing its order, subject to:
(a) Payment for that Plan having been received and cleared in full;
(b) No other accounts of Customer being outstanding;
(c) The domain name nominated by Customer being a valid, currently registered domain name; and
(d) BaseHost being satisfied in its sole discretion that Customer will use the services selected by it in accordance with its Acceptable Use Policy.
4.9 Account Maintenance Fee: where Customer’s authority to BaseHost to debit invoiced fees and charges against a nominated bank Account, debit card or credit card expires or is otherwise terminated, BaseHost may charge, and Customer agrees to pay, an account maintenance fee of $1.50 on each monthly or quarterly invoice rendered by BaseHost to Customer, including, where Customer has multiple services, on each invoice rendered for each of those services.
4.10 Downgrade Fee: where Customer requests a change to the specifications for its Services which results in lower monthly fees, and BaseHost agrees to such request, BaseHost may charge Customer a Downgrade Fee of $25.
4.11 Credit Information: The Customer hereby agrees and consents to BaseHost acquiring a credit report from any credit reporting agency containing personal information (as well as information concerning commercial creditworthiness and activities) for purpose of assessment by BaseHost of an application for credit (whether commercial or private) or for the collection of payments which are overdue. The Customer also agrees and consents to BaseHost reporting information to any credit reporting agency that the Customer is in default of the trading terms of this Agreement or that it has handed over collection of the Customer’s account to a collection agency.
4.12 Transaction Currency: AUD – All transactions are processed in AUD
4.13 Transaction Security: When purchasing from BaseHost your financial details are passed through a secure server using the latest 256-bit SSL (secure sockets layer) encryption technology.256-bit SSL encryption is approximated to take at least one trillion years to break, and is the industry standard. If you have any questions regarding our security policy, please contact our Customer Support Team on 1300 621 888.
4.14 Merchant Charge-backs: The Customer hereby agrees in the event of a Merchant Charge-back that the Customer Account which the Charge-back has occurred will be placed on Credit Hold and no further transactions will be processed until the outstanding amounts are settled. An additional fee of $25.00 per Charge-back will be applicable before Account is removed from Credit Hold. The Customer understands this may result in other services being disabled and not being renewed in event of a customer account being placed on Credit Hold.
4.15 Promotional Periods: From time to time BaseHost runs Promotions or Special offers such as discounts for paying Annually your subscription period. BaseHost reserves the right to change these promotions at any time and without notice. These promotions are generally for New Customers and not for existing Customers on Renewal Subscription periods. BaseHost may elect to run promotions to New and Existing customers as it sees fit.
5. Proprietary Rights in Hardware and Software
Customer shall have no right, title, or interest of any kind whatsoever in the Software, Hardware, documentation, or any copyrights, patents or trademarks, embodied or used in connection therewith, except for the limited license to use the Hardware and Software provided in this Agreement.
6. Maintenance of Hardware and Network
6.1 BaseHost Hardware: BaseHost will maintain and support Hardware in accordance with best industry practice or, where applicable, vendor specifications.
6.2 Scheduled Maintenance: BaseHost will perform all regularly scheduled maintenance to maintain Hardware and the BaseHost network outside Business Hours. BaseHost will give Customers notice by email and will be posted on our Service Status site – http://status.basehost.com at least 48 hours in advance if scheduled maintenance requires interruption to Services for more than 30 minutes.
6.3 Replacement of Hardware: BaseHost may substitute, change or modify the Hardware at any time, but shall not thereby substantially alter the technical parameters of the Services without the prior approval of Customer unless the effect of the substitution, change or modification is to enhance the capacity or specifications of the Hardware.
6.4 Technical Support: BaseHost will provide technical support by enabling Customer access through the Control Panel to correct operational procedures for tools and modules specified in this Agreement and to links to operational resources on the BaseHost Website. Customer acknowledges that technical support is limited to hardware/network failures and utilities provided by BaseHost.
7.1 Operating System and Web Server Software License: During the Term BaseHost grants the Customer a non-transferable, non-exclusive license to use and install the Software specified with the service. BaseHost warrants that it has full right, title and interest in the Software to grant sub-licenses by virtue of a license granted by the vendor of the Software (“Vendor License”) to BaseHost to use and sub-license the Software. BaseHost does not warrant third party Vendor Software in any way whatsoever, but undertakes to pass onto Customer the benefit of all warranties and indemnities relating to use of the Software under the Vendor License.
7.2 Software License Restrictions: Customer agrees that it will not, directly or indirectly (and it will not allow others to):
(a) copy the Software, except as necessary to install on Hardware and for internal, archival purposes. In the event Customer makes authorized copies of the Software, Customer shall reproduce all proprietary notices on such copies;
(b) sell, rent, lease, license, transfer, give possession of, or sub-license the Software to others, other than as permitted in the Vendor License; and/or
(c) write or develop any derivative or other software programs, based, in whole or in part, upon the Software or any Confidential Information.
7.3 Exclusions: Customer acknowledges that breach of clause 7.2 may result in invalidation of warranties relating to Software, including the benefit of third party Vendor warranties.
7.4 Software Provided by Customer: Where Customer provides or uses other software on or in connection with its website, Customer warrants that it has full right title and interest under a valid license to use that software and to grant a valid sub-license to BaseHost to install and run that software during the Term solely in connection with providing Services under this Agreement.
7.5 Termination: in pursuant to clause’s 11, Customer will immediately cease using and destroy any Software which BaseHost has granted a non-transferable, non-exclusive license to use.
8. Storage; data retention
8.1 Storage: At all times, you shall bear full risk of loss and damage to your website and all of your website content. You are entirely responsible for maintaining the confidentiality of your password and account information. You agree you are solely responsible for all acts, omissions and use under and charges incurred with your account or password or in connection with the Site or any of your website content displayed, linked, transmitted through or stored on the Server. You shall be solely responsible for undertaking measures to:
(a) prevent any loss or damage to your website content;
(b) maintain independent archival and backup copies of your website content;
(c) ensure the security, confidentiality and integrity of all your website content transmitted through or stored on BaseHost servers; and
(d) ensure the confidentiality of your password. BaseHost’s servers are not an archive and BaseHost shall have no liability to you or any other person for loss, damage or destruction of any of your content.
8.2 Office365 Email Services: alone is not an archival service. You are solely responsible for maintaining independent back-up copies of your emails. BaseHost expressly disclaims any liability or responsibility for any loss, damage or destruction of your emails, contacts, calendars, notes, distribution lists, or any other content.
8.3 Backup & Restoration: We use best efforts to maintain backups of all BaseHost’s products services, however we cannot guarantee backup restores for individual websites or databases.
8.3.1 Restoration Fees: A fee of $60.00 per 30 minute period will apply for any requested restoration of individual websites, or databases.
9. Acceptable Usage Policy and Use of Services
9.1 Acceptable Usage Policy: Customer agrees and acknowledges that it has read BaseHost’s Acceptable Usage Policy published on the BaseHost Website at: https://basehost.com/acceptable-usage-policy/ and agrees and undertakes that it will at all times observe and comply with that Acceptable Usage Policy, as may be amended from time to time by publishing of amendments on the BaseHost Website.
9.2 Sole Responsibility: Customer acknowledges and agrees that it is solely responsible for all information, material, content or data (“Content”) of any postings, data or transmissions utilising the Services or any other use of the Services by Customer or User.
9.3 Removal of Offending Content: Customer acknowledges that BaseHost has the right to remove Content in accordance with the terms of the Acceptable Use Policy, including without limitation and without notice to Customer any Content deemed by it in its sole opinion to breach or offend its Acceptable Use Policy, or to suspend Services or disconnect or deny access to Services if in its sole opinion it deems Content to breach or offend its Acceptable Use Policies.
9.4 Excessive Use: Customer covenants and agrees that it will at all times observe and comply with and not breach usage limitations, including bandwidth, traffic (inbound, outbound and aggregated), data storage and backup, server resources and mailboxes, applicable to the Plan chosen by the Customer. Customer also agrees and covenants that it will not use the Services in an excessive or unusual way.
9.5 Suspension: Customer acknowledges that BaseHost is entitled to suspend or cancel Services, permanently or temporarily, if Customer breaches clause 11.4, and that if at any time BaseHost does suspend or cancel the Services, the Customer remains liable for any charges incurred:
(a) through excessive or unusual usage; and
(b) where the suspension is temporary, during such suspension.
9.6 Indemnity: Customer agrees to and shall hold harmless and indemnify BaseHost against any loss, expenses, liability, damages or claim made against it by any party whatsoever (including without limitation Customer, a User or any party claiming through Customer) which BaseHost may suffer, directly or indirectly, resulting from or arising out of Customer’s or User’s breach of the Acceptable Usage Policy or the misuse or abuse of the Services in any way whatsoever by Customer or any User.
10. Release of Information to Authorised Agencies
10.1 Monitoring Use of Services. In order to comply with, and subject to, any applicable laws, including without limitation the Telecommunications Act 1997 and the Telecommunications (Interception) Act 1979, BaseHost may at any time:
(a) When required by a warrant issued by a Regulatory Agency or an authorised law enforcement agency or court, intercept or monitor Services, or enable another person authorised by a warrant issued by a Regulatory Agency or an authorised law enforcement agency or court, to intercept or monitor Services, including data hosted on or being transmitted through Services;
(b) Monitor and/or examine use of Services, including email, records and other data in the course of installation, connection or routine maintenance of the Services, but only to the extent permitted by legislation;
(c) Suspend Services; and/or
(d) Release information obtained by any of these actions to any Regulatory Agency.
10.2 Indemnity. Customer agrees to and shall hold harmless and indemnify BaseHost against any loss, expenses, liability, damages or claim made against it by any party whatsoever (including without limitation Customer, a User or any party claiming through Customer or a User) which BaseHost may suffer, directly or indirectly, resulting from or arising out of any actions taken by it pursuant to clause 10.1.
11. Term and Termination
11.1 Term: This Agreement shall be effective for the term (“Term”) of the Plan selected by Customer. Unless Customer gives at least 30 days’ notice of termination within the customer billing control panel – (https://store.basehost.com) prior to the expiration of the Term, this Agreement shall automatically be extended for a further period identical to the period of the initial Term, which further period shall be referred to as “the Term” or “Subsequent Term”, and where appropriate any reference in this Agreement to Term shall be deemed to include a reference to a Subsequent Term.
11.2 Mutual Termination: This Agreement shall be terminated prior to the expiration of the Term in the following circumstances:
(d) either party gives written notice of a material breach of this Agreement, and the breach is not remedied within 30 days after receipt of the notice; or
(e) if either party goes into administration or liquidation either compulsorily or voluntarily (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if either party makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things, and in either event the other Party gives notice that it elects to terminate the Agreement which notice shall be effective immediately.
11.3 Other Termination: BaseHost may terminate this Agreement by giving reasonable notice to the Customer prior to the expiration of the Term set out in the Service if:
(a) a Regulatory Authority directs it to do so; or
(b) a Supplier terminates an agreement to supply services to BaseHost, and as a consequence BaseHost is unable to supply Service(s) to Customer through an alternative Supplier on reasonable commercial terms.
12. Consequences of Termination
12.1 In the event of termination of the Agreement prior to the expiration of the Term by reason of a default by Customer under clause 11.2(a) or by reason of actions by or on behalf of Customer under clause 11.2(b), all amounts which would have become due and payable under the Agreement had it continued in effect until the expiration of the Term shall immediately become due and payable, and Customer shall immediately pay all amounts so becoming due and payable. If Customer has made a payment for services in advance, BaseHost will apply the balance of any such payment remaining (calculated on a pro rata basis) against any amounts due and payable by the Customer, but in no other case shall Customer be entitled to a refund of such payment.
12.2 In the event of termination of the Agreement prior to the expiration of the Term under clause 11.2, and on the expiration of the Term, BaseHost will bill Customer for all services up to date of termination, and Customer will immediately pay that invoice and any other outstanding invoices.
12.3 On the expiration of the Term or on termination of the Agreement pursuant to clause’s 7,11, BaseHost will immediately cancel Services, and Customer will immediately cease using Services and any Software and Hardware provided under this Agreement.
13. Suspension of Services
13.1 Events of Suspension. BaseHost may, in its sole discretion and without derogating from its right to terminate this Agreement pursuant to clause 11, at any time suspend, restrict or disconnect the supply of Services to the Customer and/or any of its customers or Users on the occurrence of any of the following events:
(a) Customer fails to pay any outstanding invoices within 7 days of written demand by BaseHost;
(b) Customer breaches BaseHost’s Acceptable Use Policy and fails to rectify that breach immediately on written demand by BaseHost;
(c) BaseHost is directed by any Regulatory Agency and/or authorised law enforcement agency to do so;
(d) During any technical failure, modification or maintenance of the Service, provided that BaseHost will use its reasonable endeavours to ensure that the Service are resumed as soon as practicable; and/or
(e) BaseHost deems it necessary for purposes of scheduled or unscheduled maintenance.
13.2 Consequences of Suspension. BaseHost will not reconnect or re-activate Services suspended pursuant to clause 13.1(a), (b) and (c) until Customer has paid any re-connection or re-activation fee then in effect for each Service. Customer will remain liable under this Agreement for all payments falling due within the period for suspension of Services, including without limitation for all fees accruing and accrued during the suspension.
13.3 Indemnity. Customer agrees to and shall hold harmless and indemnify BaseHost against any loss, expenses, liability, damages or claim made against it by any party whatsoever (including without limitation Customer, a User or any party claiming through Customer) which BaseHost may suffer, directly or indirectly, resulting from or arising out of any actions taken by it pursuant to clause 13.1.
14. Amendment of these Terms and Conditions
14.1 Amendment of Agreement: This Agreement may be amended or varied as follows:
(a) If this Agreement is automatically extended pursuant to clause 11.1, BaseHost may, during the Subsequent Term or Terms, amend or vary the Fees charged for Services and terms relating to the operation of Services, by posting the amendments or variations on the BaseHost website. Such amendment or variation shall become effective 24 hours after the date of posting, and the Customer shall be deemed to have accepted such amendment if it continues to use the Services after the amendments become effective.
16.1 Subject to clause 16.2, any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting, or within 24 hours if sent by electronic mail to the correct electronic mail address of the addressee.
16.2 Any notice to be served by BaseHost in relation to the variation or amendment of the terms set out in the Plan selected by Customer, including prices for Services and terms relating to the operation of Services, during Subsequent Terms may be served by posting the amendment or variation on the Customer’s Control Panel, and such notice shall be deemed effective 24 hours after the date of posting of the notice.
17. Governing Law
17.1 This Agreement shall be governed by the law in effect in the State of Victoria, and the parties submit to the jurisdiction of the Supreme Court of Victoria.
18. General Provisions
18.1 Assignment: The Customer may not transfer its rights or obligations under this agreement to, or share them with, anyone without prior written consent of BaseHost. BaseHost may transfer its rights or obligations under this agreement to, or share them with, anyone on notice to the Customer.
18.2 Severability: If any provision or portion of this Agreement is held to be unenforceable, it shall be enforced to the maximum extent permissible consistent with the terms hereof, and the remainder of this Agreement shall continue in full force and effect.
18.3 Entire Agreement: This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings between the Parties with respect to the subject.
Acceptable Usage Policy means the policy set out at URL https://basehost.com/acceptable-use-policy/ which defines acceptable and unacceptable use of the Services by the Customer.
Activation means the first order through BaseHost Store or log on by a Customer to the BaseHost Control Panel with the User ID and password supplied by BaseHost which when successfully completed enables the services selected by Customer to be activated.
Associates means a person who is connected with others in a business; director, employee, co-worker, family or friend. BaseHost or BASEHOST means BaseHost. BaseHost Network or BaseHost IP Network means the data communications network (based on TCP/IP and other Internet protocols) between the BaseHost IP routers owned and operated by BaseHost.
BaseHost Control Panel means the website located at the URL, https://store.basehost.com.au/clientarea.php.
BaseHost Store means the website located at the URL, https://store.basehost.com.au. Business Hours means the hours between 8.30 am and 5.30 pm on normal business days in the State of Victoria, Australia.
Customer means the end user of Services to whom BaseHost sell Services, or to whom it’s authorised Resellers resell Services.
Plan or Online Plan means the particular business solution selected online by Customer from the range of solutions offered by BaseHost on the BaseHost website, and specifies each of the components of that solution, including disk space, data traffic volumes, mail box sizes and fees relating to the Plan.
Privacy Law means and includes the Privacy Act (Cth) 1988, the Privacy and Data Protection Act (VIC) 2014, and any other law, statute or code in Australia that regulates the dissemination and use of information about or concerning an individual person or corporation.
Provisioning in relation to services provided under the Plan selected by Customer means BaseHost doing everything necessary to set up and manage those services, and includes configuring and programming its equipment, networks and databases to enable all options selected by Customer.
Regulatory Authority means and includes the Australian Communications and Media Authority, the Australian Competition and Consumer Commission, the Australian Communications Industry Forum Limited, the Telecommunications Industry Ombudsman, the Internet Industry Association, the Asia Pacific Network Information Centre, authorised domain name registrars, and any other competent government or statutory body or authority having jurisdiction over BaseHost.
Service or Services means the service or Services set out in the Plan selected by Customer and any related Hardware, Software and additional services which BaseHost supplies in connection with the Service or Services.
Service Level Agreement means the agreement set out at the URL https://basehost.com/service-level-agreement/ Supplier means any supplier of goods or services (including without limitation interconnection services) used directly or indirectly by BaseHost to supply Services under this Agreement.
Term means the period of the online Plan selected by Customer and Subsequent Term means any further period for which this Agreement is automatically extended pursuant to clause 12.1.
Usage Charges means any charges for services which are measured, calculated or determined by reference to use of the Services by Customer.
User means any person or entity authorised by Customer to access and/or use the Services, and includes any person accessing any Customer website.