ADDITIONAL TERMS FOR HOSTED EXCHANGE SERVICES SCHEDULE 2Z

Transcription

1 ADDITIONAL TERMS FOR HOSTED EXCHANGE SERVICES SCHEDULE 2Z

2 CONTENTS 1 Service Description Definitions Service Terms Scope of Hosted Exchange Services Data centre locations Licensing and Service Provider License Agreements (SPLA) Service Network Requirements Service Desk Hosted Exchange On-Boarding Service Obligations of Service Hours Additional Charges Charges Charges Payable by the Additional Charges Licensed Software Audit Service Levels Service Levels Service Availability Licensed Software Management Limitations to Payment of Service Credits Service Cancellation Incident Reporting and Management The measurement of resolution times: Event and Incident Handling Incident Duration Planned Outages Incident Management Incident Reporting and Management - Obligations of Data Processing... 9 Page 2 of 10

3 1 SERVICE DESCRIPTION s cloud Hosted Exchange Service provides a managed Microsoft Exchange environment and its associated active directory functions, hosted on a dedicated instance of s Virtual Data Centre Platform. 2 DEFINITIONS In this Schedule, capitalised terms shall have the meaning ascribed to them below: Additional Charges means the Charges payable in accordance with this Schedule 2Z; Request Fulfilment means a request from a for information, advice, standard changes or for access to a Service; Request Ticket means a case opened by the for the purposes of Request Fulfilment and investigated by the Service Centre; Endpoints means the software instances or devices that are enabled by the Service to access Hosted Exchange Services; End User means the actual end user of the Service; Event means when any monitored component of the Service is not operating pursuant to its standard functionality, as indicated by alerts on s monitoring systems; "Fixed Rate Charge" means the recurring charges payable by the for the provision of the Service(s) by, as set out in the Purchase Order; Hosted Exchange Services means the hosted Microsoft Exchange 2013, and such other versions of Microsoft Exchange as may support from time to time, Services provided by pursuant to this Schedule 2Z and the statement of work agreed between the Parties; Incident means an unplanned interruption to a Service or deterioration in the normal quality of a Service; Incident Management means the Incident management Service provided by pursuant to this Schedule 2Z to investigate an Event or Incident; Virtual Data Centre Platform, Virtual Data Centre, or VDC consists of the components that support the creation of a virtual data centre environment (that is virtual machines, storage and connectivity) by the. The Virtual Data Centre Platform includes the host switching, network, computing, storage, servers and hypervisors; On-Boarding Service means the Hosted Exchange on-boarding service provided by pursuant to this Schedule 2Z; Order means a Purchase Order or an order created through an website; Response means the period of time beginning when the raises a Ticket and ending when provides an or telephone response to the designated contact; Severity Level shall have the meaning prescribed in clause of this Schedule 2Z; Ticket means an Incident Ticket and/or Request Ticket; and Virtual Machine is a Licensed Software implementation of a physical server or machine managed by the. Any other capitalised terms shall have the meaning set out in Schedule 1. Page 3 of 10

4 3 SERVICE TERMS 3.1 Scope of Hosted Exchange Services Hosted Exchange comprises the following managed services: a) Hosted Exchange Service; b) Hosted Exchange On-Boarding Service; c) Incident Management; d) Request Fulfilment; (each a Service and together the Services ). 3.2 Data centre locations The shall be allowed to select from those data centre locations at which the Virtual Data Centre Platform is available to host the Service. 3.3 Licensing and Service Provider License Agreements (SPLA) has partnered with Microsoft as a service provider under the relevant Microsoft usage based SPLA programs to provide Licensed Software to the end customers. The Service is integrating different service components and unless otherwise specified, the charges for Licensed Software shall be included within the Fixed Rate Charge for the number of End Users set out in the Purchase Order. Increase of the End Users will result in increased charges. Each End User license is a monthly rental of Licensed Software. Within thirty (30) days of the termination of the Service, the shall remove all copies of the Licensed Software from s or the End User s devices or otherwise render the Licensed Software permanently unusable and ensure that all copies of the Licensed Software is returned or destroyed. Where provides licensing under a SPLA, the license granted to the is subject to the terms and conditions of the SPLA, which is provided to the by in Appendix 1 of this document as updated from time to time. The acknowledges that downloading, installing or using the Licensed Software provided with the Service constitutes acceptance of the End User License Agreement in force at that time. Any additional Licensed Software shall be defined in the technical design document agreed with the. 3.4 Service Network Requirements a. The shall ensure that all routers and local switches are configured, in accordance with s recommendation. Unless expressly stated otherwise in the Order, the shall be responsible for establishing and maintaining a LAN, WAN connection, VPN or prioritized internet to the minimum agreed bandwidth according to s recommendation, between the s network and Network. might request such configuration and setup is done if the Service faults could be attributed to the not complying with such recommendations. b. If requested by any third party Licensed Software provider, the shall provide the third party Licensed Software provider with serial number(s) and enable the third party Licensed Software provider to perform an inventory review of the s installed base and review serial numbers and other records (upon reasonable advance notice) to validate entitlement. 3.5 Service Desk shall make available a service desk support for Service Availability and Licensed Software management issues 24 hours a day, 7 days a week, 365 days per year, in the English language. This service desk does not offer Microsoft product or end-user support. Page 4 of 10

5 4 HOSTED EXCHANGE ON-BOARDING SERVICE shall provide the Hosted Exchange On-Boarding Service in order to address a range of development, design, configuration and upgrade requirements subject to any conditions specifically agreed with the 4.1 Obligations of The following provisions shall apply to On-boarding Services: a) the shall sign a Statement of Work ( SOW ) provided by which includes (i) an estimate of how many days are required to complete the specified tasks and (ii) a timetable for completing the specified tasks; b) the shall pay for those On-boarding Services specified in the SOW in accordance with the Purchase Order; c) the timetable set out in the SOW may be amended at any time by written agreement between the Parties provided that if the cancels an appointment with less than forty-eight (48) hours notice, the shall not be entitled to have such appointment rearranged and shall be entitled to payment from the for such cancelled appointment. The accepts that this is a reasonable pre-estimate of s loss and this does not constitute a penalty; and d) upon completion of the On-boarding Services, the shall sign a Service acceptance form, failing which, unless receives written notification stating otherwise from the within two (2) Working Days of such completion, the shall be deemed to have accepted that all work has been carried out satisfactorily in accordance with the SOW If the On-boarding Services require to attend Premises, the shall: a) protect the health and safety of the personnel whilst on the Premises, including, without limitation, ensuring the presence or availability of an appropriate representative during such visits; and b) provide with access to Equipment (including, without limitation, its computers) as requires for the provision of the On-boarding Services and if insufficient access to the Equipment is provided, shall not be obliged to perform the On-boarding Services and may, in s sole discretion, charge the for any costs and expenses reasonably incurred by as a result of trying to provide the Consulting Service. 4.2 Service Hours Subject to clause 4.2.2, On-boarding Services shall be performed during Working Days only For On-boarding Services performed outside of a Working Day (including any part thereof), an Additional Charges shall be applied pursuant to clause Additional Charges If the On-boarding Services require to attend Premises, unless otherwise agreed in the SOW, the shall incur Additional Charges relating to travel, subsistence and accommodation. Page 5 of 10

6 5 CHARGES 5.1 Charges Payable by the Charges for the Service typically comprise of an initial on-boarding Installation Charge, a Fixed Rate Charge and any Additional Charges set out within the Purchase Order Unless otherwise agreed between the Parties in this Agreement, Charges for Services and any other applicable Additional Charges will be invoiced in accordance with the terms specified in Schedule 1 of this Agreement. 5.2 Additional Charges Unless otherwise agreed between the Parties in writing, any Additional Charges will be charged according to the Professional Service Charges In addition to clause above, any additional work agreed outside of a Working Day, will incur Professional Service Charges calculated on an hourly basis. 5.3 Licensed Software Audit will perform audits on Licensed Software used for Service by and if audited usage exceeds that commercially agreed in the Order, reserves the right to increase the Charges to cover audited license usage for remainder of the Term. 6 SERVICE LEVELS shall provide the with Service Credits (where applicable), as set out below, for the failure to meet the Service Levels. Subject to the applicable Service Level, the shall be eligible for a credit when the relevant Service fails to meet stated Service Levels. 6.1 Service Levels Service Levels are defined for the following Service performance measurements: a) Service Availability b) Licensed Software Management 6.2 Service Availability A Service is Available ( Availability has a corresponding meaning) when the Service is accessible by any Endpoint. The Service is Unavailable when all Endpoints, including any Endpoints used by the Contact Centre cannot access the Service or send and receive s. The time for which the Service is Unavailable is measured from when such an issue has been reported and a Ticket ID has been registered with, until has corrected the problem and closed the related Ticket. is responsible for reporting to the when the problem has been corrected. The following equation will be used to calculate Service Availability. References to hours are to the number of hours (rounded to nearest hour) in the applicable Monthly Review Period: (Total hours per month Total hours Unavailable per month) Total hours per month x 100 Page 6 of 10

7 a) shall use reasonable endeavours to ensure that the Services are Available in accordance with the table below: Site configuration* Availability Multiple site 99.99% Single site 99.95% *As specified within the Purchase Order b) Where Service Availability falls below the target stated in the table win 6.2 (a) during any Monthly Review Period, the shall be entitled to Service Credits on the applicable Fixed Rate Charge for the relevant Service as follows: Service Availability below target Service Credits as % of Fixed Rate Charge 0.5% below target 2% 0.5% 1% below target 5% 1% 2% below target 10% 2% 5% below target 30% > 5% below target 50% 6.3 Licensed Software Management shall be responsible for providing Licensed Software updates to the Service hosted in the Virtual Data Centre Platform. Minor updates such as builds or patches will be undertaken at s sole discretion. 6.4 Limitations to Payment of Service Credits a) Exclusions of Service Credits are set out in clause 9.6 of Schedule 1. Furthermore, lack of Availability related to any of the below shall not be measured by the Availability model as set out in Clause 6.2 above: The not following the recommendation for network connectivity; Errors in network connectivity; Actions by a third party and its employees that are outside of s control. For example interruptions in power supply or similar; When raises a Ticket but on investigation by no lack of Availability was found; Chosen delays in trouble shooting or repairs by the ; b) In respect of any Monthly Review Period, the total amount of any Service Credit payable in relation to any Service Level breach shall not exceed 50% of the Fixed Rate Charge for the Services provided in the applicable Monthly Review Period. 7 SERVICE CANCELLATION In addition to the early cancellation provisions in Clause 6 to Schedule 1, if all or part of the Service is cancelled prior to the Ready For Service Date, the shall be liable for any non-refundable third party costs and a percentage of the Service Installation Charge, according to the following table: Number of Working Days before Ready For Service Date 0 to 1 days 100% 2 to 5 days 90% liability as % of Installation Charge Page 7 of 10

8 6 to 10 days 70% 11 or more days 50% 8 INCIDENT REPORTING AND MANAGEMENT 8.1 The measurement of resolution times: a) begins from the time a Ticket is raised; and b) ends when, through an automated system or the Contact Centre, issues notice of the resolution of the Event, Incident or Request Fulfilment Where: a) further information is requested from the by ; or b) the Ticket is forwarded to a third party in order to obtain any further information or clarification relating to the Ticket, the measurement of the resolution time shall be suspended until receives sufficient information to investigate the Ticket For Tickets where support is only provided during a Working Day, the measurement of the resolution time shall be suspended during the time periods outside of a Working Day. 8.2 Event and Incident Handling Any suspected Incidents should be reported to the Contact Centre using the procedures detailed in the Service Handover Document, to be provided on the Ready for Service Date. When reporting an Incident, the must identify their unique reference number and should identify the affected Service and provide details of the Incident. The will have access to all Tickets via My Services (previously known as the Hub). 8.3 Incident Duration All Incidents will be recorded by and will be reconciled against the corresponding Ticket raised by the Contact Centre. 8.4 Planned Outages Planned Outages may be required on the Network and the Virtual Data Centre Platform, including associated hardware and/or Licensed Software for scheduled network maintenance and upgrade activities. Save in the case of emergency, will affect such outages in accordance with the Operation and Maintenance clause in Schedule Incident Management Incident Management helps provide solutions to Tickets. Any amendments to the scope of Incident Management as outlined in this clause 8.5 shall be stated in Annex 1 ( Entitlements) or a Purchase Order Depending on the impact an Event or Incident has on the Service, each Event or Incident is categorized pursuant to clause into one of three severity levels: severity level 1 (Critical), severity level 2 (Major) or severity level 3 (Standard) (each a Severity Level or, together, the Severity Levels ). Page 8 of 10

9 8.5.3 Any Events or Incidents relating to a security incident which requires post-restoration investigation are considered out of scope for the Incident Management Service and will require Professional Services, and be charged accordingly. Priority Description Hours of Operation Response Time Update Frequency Priority 1 Critical When the Service is Unavailable. 24/7 30 minutes Priority 2 Major The performance of the Service is degraded, but it is still Available Only a system or component of the Service is not available and a temporary fix may be available. Business Hours 2 hours 2 hours Priority 3 Standard Where there is not a critical need and no impact to the delivery or use of the Service. 4 hours N/A 8.6 Incident Reporting and Management - Obligations of The should raise Tickets to the Contact Centre by following the procedure detailed in the Service Handover Document which will be provided on the Ready for Service Date. The shall be provided with access to My Services pursuant to Schedule 1 of this Agreement The Contact Centre can be contacted via My Services, phone or . When contacting the Contact Centre, the following information should be provided by : a) name; b) Account Number as detailed in the Service Handover Document; c) Service Identifier (SID) as detailed in the Service Handover Document; d) description of the issue including the Service which has been affected; e) subject to clause 8.6.3, contact name; and f) contact telephone number & In the interest of security, Contact Centre will only accept Request Tickets from nominated individuals within the organisation as detailed in the Service Handover Document. 9 DATA PROCESSING The acknowledges that is reliant on the for direction as to the extent to which is entitled to use and process personal data. Consequently, will not be liable for any claim brought by an individual who is the subject of personal data arising from any action or omission by, to the extent that such action or omission resulted directly from the 's instructions.. Page 9 of 10

10 APPENDIX 1 Services Provider License Agreement (SPLA), End User Agreement requirements Where provides for the use of Microsoft software (and any included documentation) for services within the Virtual Data Centre Platform (the Services) you, as the End User, agree, by such usage, to the following terms and conditions - as required by the Microsoft Corporation: Removing, modifying or obscuring any copyright, trademark or other proprietary rights notices that are contained in or on the Microsoft software is prohibited. Reverse engineering, decompiling, or disassembling the Microsoft software is prohibited, except to the extent that such activity is expressly permitted by applicable law. Microsoft disclaims, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Services. Any technical support provided for the Microsoft software may be by arrangement between (and / or third parties) and the End User Microsoft or its suppliers do not automatically provide support for the Microsoft software. The Microsoft software is protected by copyright and other intellectual property rights laws and international treaties it is not permitted to access, run, install, maintain, distribute or otherwise use or interact with the Microsoft software outside of the Services. Upon request, is required to disclose the name and address of an End User consuming 1000 or more per month, solely in Microsoft software usage; notice of any such disclosures will be provided in advance. The Microsoft software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. It is prohibited to use the Microsoft software in any application or situation where the Microsoft software s failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ( High Risk Use ). Examples of High Risk Use include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of the Microsoft software for administrative purposes, to store configuration data, engineering and / or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. Use of the Microsoft software indemnifies and holds harmless Microsoft from any third-party claim arising out of the use of the Microsoft software in connection with any High Risk Use Page 10 of 10