Backup & Storage Service Terms & Conditions

Transcription

1 Backup & Storage Service Terms & Conditions Issue Date: 19/10/12 Version: 1.4 Page 1 of 11

2 Schedule 2 Backup & Storage Service Terms & Conditions 1. Preamble 1.1. These Backup & Storage Service Terms & Conditions provide the agreed conditions of the Customer utilising the Backup & Storage Service. These Backup & Storage Service Terms & Conditions apply solely to the Backup & Storage Service and are governed by the C4L MSA. Upon a SOF being agreed between the Parties, these Backup & Storage Service Terms & Conditions shall be incorporated into the Agreement. 2. Definitions 2.1. In these Service Terms & Conditions the following terms and phrases shall have the following meanings: Agreement Backup & Storage Backup & Storage AUP Best Industry Practice C4L Colocation Connection Notice Customer Customer Equipment Data Backup Data Storage Excess Usage Excused Outage Fees Force Majeure Event Handover Document Initial Term Page 2 of 11 means the agreed terms and conditions of business between the Customer and C4L as set out in the MSA, C4L Addendum (if applicable), Partner Agreement (if applicable), the SOF, the applicable Service Terms & Conditions for the Service that is provided and defined under the SOF (for example Colocation Service Terms & Conditions ) and all Schedules and Annexes contained therein. means both the Data Backup and the Data Storage Services provided by C4L. means the Acceptable Usage Policy for the Back & Storage Services as defined in Annex B of these Backup & Storage Service Terms & Conditions. means in relation to any undertakings or circumstances, the exercise of all the skill, care and performance that would be expected in those circumstances from a person skilled, trained and experienced in that undertaking. means CONNEXIONS4LONDON LTD whose principle place of business is 7th Floor, County Gates House, 300 Poole Road, Westbourne, Poole, BH12 1AZ, with Registered Number means situating multiple related items, with multiple owners, in a single location. means the formal notice of a Service being ready for Customer use and the beginning of the Service Commencement Date. means the business, partner or person as defined in the SOF. means any equipment used in conjunction with the Service as provided by the Customer. means the act of copying data from one location to another through the use of C4L s ASHAY third party software. means C4L s iscsi protocol based method of storing Customer data. means any usage of Services that exceeds the agreed amount stated within the SOF. means a period of time during the Service Term where C4L is not liable to provide Service Credits in lieu of the Customers inability receive access to or gain use of the Service. means any amount billed to the Customer for the provision of a Service, Support Service or Excess Usage. means any cause beyond a Party s reasonable control affecting the performance of its obligations hereunder including but not limited to fire, flood, explosion, accident, act of terrorism, war or warlike operations, strike, embargo, acts of any governmental authority (including refusal or revocation of any licence or consent), Act of God, outbreak of hostilities, riot, civil disturbance, acts of terrorism, inability to secure materials and industrial disputes (excluding disputes involving the employees of either Party). means the document provided to the Customer upon handover of the active Service to the Customer. means the minimum contracted period of a Service as defined within the SOF as measured from the Service Commencement Date.

3 Master AUP MSA MTL Office Hours Parties Service Service Commencement Date Service Equipment Service Outage Service Term Service Terms & Conditions SLA SOF Subsequent Term Support Portal Support Services Termination Notice Period means the acceptable usage policy as defined within Schedule 4 of the applicable Service Terms and Conditions means the C4L Master Service Agreement. means the Monthly Transfer Limit for the Backup & Storage Services which is 10 x the purchased amount per calendar month. means Monday Friday during the hours of 9am 5:30pm means C4L and the Customer. means the provision of a product or communication/data services as described in the Service Details section of the SOF. means the date from when the beginning of the Initial Term is measured as defined under Term and Termination in the MSA. means any equipment provided to the Customer for the purpose of delivering a Service to the Customer. means a period of time in which an active Service, provided by C4L to the Customer, is unavailable in such a manner as defined in the applicable Service Terms & Conditions. means the Initial Term and any active Subsequent Term in which C4L provides a Service to the Customer. means the terms and conditions that form part of this Agreement that apply solely to the uptake of the applicable Service as defined by the SOF. means Service Level Agreement as defined within Annex A of the applicable Service Terms & Conditions. means the C4L Service Order Form. means the extension of the Service Term by a period as defined in the SOF which shall commence in conjunction with the conclusion of the Initial Term or any other Subsequent Term. means the C4L online web portal that is found at support.c4l.co.uk. means Services that are provide by C4L or its representatives in support to a Service that is being delivered. means the minimum period of time that C4L or the Customer must provide to the other Party prior to the end of the Initial Term or any Subsequent Term in order to conclude the Services at the end of the Service Term, as defined in the applicable Service Terms & Conditions. 3. Service Suspension 3.1. Pursuant of Clauses 8.1 and 8.2 the Customer shall have 7 days to comply with any reasonable request provided by C4L in writing to the Customer. Failure to adhere to this Clause 3.1 shall result in a suspension of Service The Customer shall strictly adhere to both the Master AUP and the Backup & Storage AUP. Failure to adhere to this Clause 3.2 shall result in a suspension of Service. 4. Maintenance 4.1. If the Customer detects any defect or impairment in the operation or performance of the Data Backup or Data Storage Service delivery, it shall notify C4L of the nature of such defect or impairment. C4L shall respond in accordance to the SLA after such notification and shall make the necessary corrections to the Service or Service Equipment in accordance with the SLA If C4L detects any defect or impairment in the operation or performance of the Customer Equipment, it shall notify the Customer of the nature of such defect or impairment. The Customer shall follow C4L s reasonable instructions to amend the defect or impairment. Page 3 of 11

4 4.3. C4L will be entitled to charge the Customer and the Customer will pay a Fee at C4L s then current reasonable charging rates to the extent that the need for any maintenance results from any one or more of the following; a) Misuse or neglect of, or accidental or wilful damage to the Service Equipment or facility where such misuse, neglect or damage occurs as a result of Customer action in inaction; or b) Failure by the Customer to comply with any of the provisions of this Agreement; PROVIDED THAT in the case of any event referred to in Clause 4.3 C4L shall have given the Customer reasonable written notice of its intention to charge the Fee If a Customer prevents or delays the performance of maintenance due to the Customers action or inaction, C4L shall have the right to charge to the Customer all reasonable costs incurred by such delay or prevention C4L may suspend the Service from time to time for necessary technical reasons (including without limitation Service Equipment upgrades or Service degradation mitigation) provided that 3 days notice via the C4L s NOC (noc.c4l.co.uk) is given and the period of suspension does not exceed more than 1 hour C4L may suspend the Service from time to time for necessary technical reasons (including without limitation Service Equipment upgrades or Service degradation mitigation) provided that 5 days notice via the C4L s NOC (noc.c4l.co.uk) is given and the period of suspension, although greater than an hour, does not become unreasonable C4L may suspend the Service with immediate effect and without prior notification in the unlikely event of an emergency. Any emergency maintenance shall only be performed if C4L, acting in good faith and using Best Industry Practise, establishes an immediate danger to any of the following; a) the Customer or it employees, any C4L employee or any third party; or b) Customer Equipment or Service Equipment; or c) a Colocation facility (inclusive of any related facility equipment); or d) a Force Majeure Event 5. Services Outages and Excused Outages 5.1. In relation to the Backup & Storage Services C4L provides a response time SLA only as described under Annex A of these Service Terms & Conditions C4L shall use Best Industry Practise and all reasonable efforts to ensure the Backup & Storage Service are available at all times however it does provide any SLA in relation to Service up time and therefore any Service Outage shall be deemed as an Excused Outage. 6. Termination of Services 6.1. The Termination Notice Period for any Backup & Storage Service is no less than 30 days prior to the end of the Initial Term or any Subsequent Term Should either Party wish to terminate a Backup & Storage Service it must provide written notification of its intent. Such notification must be provided in accordance with Clause 6.1. Page 4 of 11

5 6.3. If neither Party provides notice to the other of its intent to terminate the Backup & Storage Service in accordance with Clause 6.1, it shall be accepted as a tacit response on behalf of both Parties of their intent to extend the Service Term by a minimum of the Subsequent Term Upon notice of termination of the Backup & Storage Service C4L shall issue to the Customer a final invoice for all outstanding amounts. The Customer shall make immediate payment of the invoice. 7. Customer Data and Warranties 7.1. C4L DOES NOT WARRANT THE INTEGRITY OF CUSTOMER DATA. C4L DOES NOT WARRANT THAT CUSTOMER DATA SHALL BE STORED, FREE FROM CORRUPTION, RECEIVED, TRANSFERRED, ACCESSIBLE TO THE CUSTOMER OR INACCESSIBLE BY THIRD PARTIES THE CUSTOMER ACCEPTS FULL RESPONSIBILITY AND LIABILITY IN RELATION TO ITS DATA AND SHALL DEFEND AND HOLD HARMLESS C4L AGAINST ANY ACTIONS ARISING AGAINST C4L AS A RESULT OF THE USE OF THE C4L BACKUP & STORAGE SERVICES. THE CUSTOMER SHALL ENSURE AT ALL TIMES THAT IT HAS ADEQUATE COPIES AND BACKUPS STORED INDEPENDENTLY OF C4L S BACKUP & STORAGE SERVICES C4L DOES NOT MONITOR CUSTOMER DATA MOVEMENT OR THE CONTENT OF SUCH DATA. TO THIS EXTENT C4L IS A MERE CONDUIT AND ALL RESPONSIBILITY IN RELATION TO THE USE OF THE BACKUP & STORAGE SERVICES RESIDES SOLELY WITH THE CUSTOMER (INCLUDING WITHOUT LIMITATION DATA LICENCING, INTEGRITY, CONTENT, DISSEMINATION, FORMAT, BACKUPS SCHEDULES AND TRANSFERS) C4L PROVIDES THE BACKUP & STORAGE SERVICES AS A AS-IS PRODUCT. THE CUSTOMER USES C4L S BACKUP & STORAGE SERVICES AT ITS OWN RISK WITHOUT EXPRESS OR IMPLIED WARRANTY OF CONDITION OF ANY KIND. C4L DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 8. Miscellaneous 8.1. The Customer warrants that it shall ensure that any Customer Equipment connected to the Service Equipment or the C4L network shall comply with all relevant legislation, standards and licence requirements and shall be in good working order and suitable for the purposes for which it will be used in relation to C4L Services. C4L reserves the right to disconnect any Customer Equipment which is not compliant with any legal or regulatory requirements or is liable to cause death or personal injury or to cause damage to or to impair the Service Equipment. The Customer shall indemnify, defend and hold C4L harmless from any liability incurred as a result of its failure to comply with this Clause The Customer warrants and undertakes that it: a) shall not use the Service Equipment except in accordance with such reasonable written instructions as C4L may from time to time give; b) shall not use Service Equipment beyond the capacity that it has been provided under the SOF or supporting documentation The Customer shall ensure that it provides all relevant contact details requested under the Customer Information form C4L shall provide to the Customer a Service Specification form with further detailed information relating to the Service specified in the SOF The Customer shall grant or shall procure the grant to C4L of all licences, waivers or consents necessary to permit C4L to install or setup the Customers Backup & Storage Service which may require access to Customer Equipment. Page 5 of 11

6 8.6. The Customer shall provide to C4L all reasonable information required for C4L to perform its obligations under this Agreement. The Customer shall ensure that any information that is given to C4L is accurate in all material respects The Customer agrees that both the Storage & Backup Services are provided as and intended to be used in conjunction with the Customer s primary Backup & Storage locations. For the avoidance of doubt, the Backup & Storage locations are not intended to be used as primary read/write data management resources. 9. IP Addresses 9.1. C4L may assign to the Customer IP addresses as part of the provision of Services. Any such IP address (to the extent permitted by law) shall revert to C4L after termination of the Customer s Service. The Customer shall cease using such addresses upon termination of the Service and at any time there after C4L may re-assign such addresses to another user or Customer All IP addresses requested by the Customer shall be accompanied with a Ripe IP justification form as provided by C4L from time to time In the event that the Customer wishes to use their own PI space, the Customer shall advise the C4L in writing and C4L shall route accordingly. If the Customer utilises its own PI space, it shall retain ownership of the PI space until such point where it is surrendered by the Customer Should the Customer require an advance routing facility, C4L reserves the right to charge for such facility and advise the customer accordingly. Page 6 of 11

7 Annex A Backup & Storage SLA 1. Overview 1.1. This Service applicable SLA provides details of the C4L s estimated response times and Service Credits in relation to Service Outages. 2. Responses Times 2.1. C4L shall use all reasonable endeavours to respond to Customer tickets raised via the C4L Portal (support.c4l.co.uk), within the SLA set out below; Service Priority Problem Response* Time (Office Hours) Response Time (Outside Office Hours) 1 Service completely inaccessible 1 hour 2 hours Storage 2 Intermittent access problem - Some file or block requests timing out intermittently 4 hours N/A 3 Problem trying to access limited files or blocks 8 hours N/A 4 Reconfiguration request - Change to disk or memory configuration 24 hours N/A Backup 1 2 Unable to restore from backup or backup client agent unable to start backup Backup job reports partial completeness due to server-side error 2 hours N/A 8 hours N/A * A response shall be deemed as an appropriate person with the relevant skills and tools to evaluate the problem and commence the process of taking remedial action In the event that a Customer raises a ticket erroneously C4L reserves the right to charge the Customer in accordance to remote hand charges. 3. Service Outages 3.1. Where reasonably practicable C4L shall endeavour to place a notification of a Service Outage on the C4L NOC website (noc.c4l.co.uk) within 30 minutes of a Service Outage occurring. Page 7 of 11

8 3.2. In the event of a Service Outage C4L shall use all reasonable endeavours to resume Service with the minimum delay. Page 8 of 11

9 Annex B Backup & Storage AUP 1. Excessive Use of Services & Service Equipment 1.1. The Customer shall use Services and Service Equipment within the parameters that the Service or Service Equipment has been provided under the relevant SOF. Should the Customer exceed the parameters of the Service or Service Equipment, as defined in the relevant SOF, the excessive use may have detrimental effects on the Service Equipment, the Service, the facility, or other Customers using the Service. C4L may, acting in good faith, advise the Customer to amend their excessive use of the Service or Service Equipment and the Customer shall strictly adhere to the request within a reasonable period of time C4L provides both the Data Backup and Data Storage Service with a MTL. Should the Customer exceed the MTL, C4L reserve the right to throttle the Customer s transfer amount for the remainder of the month. Page 9 of 11

10 Annex C - Backup & Storage Support Services & Excess Usage Pricing Unless stated to the contrary in the SOF for the Service, Annex C provides the pricing model for Support Services and Excess Usage in relation to the Backup & Storage Service. 1. Additional space can be provided to the Customer subject to availability and quotation by C4L. Page 10 of 11

11 Annex D Backup & Storage Service Support Form 1. Support Portal 1.1. The Customer is provided with a login to C4L s online support system found at support.c4l.co.uk. The login details are provided in the Connection Notice document which is issued with the Handover Document during the installation process The Support Portal allows the Customer to place online support requests and define the severity category based upon the SLA provided in Annex A The Customer will be provided with an automatically generated ticket number which will allow the Customer to track the support ticket through to its resolution. In accordance with the problem priority defined within Annex A, if the Customer deems the support request to be of a priority 1 category Storage, the customer must follow up the support ticket with an immediate call to the NOC quoting the provided ticket number. 2. Escalation of technical support 2.1. In the event that the Customer does not receive a response within the allotted as defined in Annex A, the Customer may escalate a ticket that is in the process of being dealt with by our technical support team; the Customer must follow the escalation procedure as defined in the C4L Handover Document. Page 11 of 11