Product Terms
Colocation
These Product Terms, including any Service Documentation and/or EULA applicable to the Services or part thereof, together with the MSA forms part of the Agreement. Unless otherwise expressly defined in these Product Terms, capitalized terms used herein shall have the meaning ascribed to them in the elsewhere in the Agreement.
1. Services and Grant of Licence
- Provision of Services: Company shall provide the Services to the Customer in accordance with the terms and conditions of the Agreement, these Product Terms, the applicable Service Documentation and Service Order. Company hereby grants to Customer a licence and permission to install, operate and maintain the Equipment in the Equipment Space in accordance with the terms and conditions of this Agreement. Such license is a limited license of the Equipment Space, which will be provided in accordance with the Agreement, and does not create an ownership interest, property rights, right of easement or tenancy rights of any nature in and to the Company’s real or personal property, including such personal or real property at the Data Center. The Parties intend that Equipment, whether or not physically affixed to the Equipment Space, shall not be considered fixtures of the Data Center. Unless otherwise provided herein, the Equipment shall constitute the Customer’s (or the leaser or owner of the Equipment, if applicable - each an “Equipment Lessor”) personal property, subject to applicable laws. Company reserves all rights not otherwise granted to Customer under the foregoing license in this Section.
- Regulatory Changes. The Customer acknowledges that the provision of Services may be impacted by matters beyond the reasonable control of Company, including matters relating to legislation, regulatory changes, changes in the policy directive of any applicable regulatory authority and/or amendments to the terms and conditions of third-party services necessary for the Services, such as third-party telecommunication and public utility services (“Regulatory Changes”). The Customer agrees that upon written notice to the Customer, Company may amend the provision of Services, including the term of the affected Order as necessary to reasonably address any Regulatory Changes.
- Security. Company shall maintain, at the Building, safety and security controls and procedures to maintain the integrity, safety and security of the Building. The safety and security controls shall include, without limitation, access controls, including pre-clearing with the Customer the Customer’s representative and its third-party service personnel and other controls which ensure the integrity, safety and security of the Data Center, including the Premises.
- Premises Environment
The Customer Equipment shall be installed in the designated Equipment Space within the Premises. Company will provide the following: - connectivity for the Equipment Space and the connection point to the external telecommunications network;
- mechanical cooling with redundancy;
- electrical power in accordance with the Service Order;
- battery back-up designed to bridge power requirements during cutover from primary to backup power, and back again;
- back-up generator with redundancy;
- raised data room flooring;
- a fire suppression system that meets local provincial building codes, and where applicable, enhanced non water based fire suppression and detection; and
- power and air-conditioning monitored on a 7/24/365 basis.
Collectively the “Services Environment”.
2. Fees
Customer shall pay the Company the Fees for Services set forth in the Service Order and in accordance with the terms of the Agreement. Monthly Recurring Charges will be invoiced to the Customer thirty (30) days in advance; the first month’s charges shall be pro-rated by the number of days the Services are provisioned within that first month. Non-recurring Charges, if any shall be invoiced as of the date the Service Order is executed by the Parties.
- Colocation of Customer’s Equipment
- Prior to the Customer commencing any work in or around the Premises relating to preparing the Equipment Space and/or installing the Equipment, the Customer shall, at its cost and expense, prepare and deliver to Company drawings, plans and specifications detailing the technical characteristics of its Equipment, describing in detail any preparatory work necessary for the installation of the Equipment and the timeline for such work (the “Plan”). The Customer shall not commence any work until the Company, in its sole discretion, has approved the Plan in writing.
- Subject to the terms and conditions of the Agreement, including the applicable Data Center Customer User Policy, the Company shall provide Customer’s authorized representatives twenty-four (24) hour access to the Premises and the Equipment Space so that Customer may perform installation, operation and maintenance functions (collectively “Customer Servicing”).
- Customer shall ensure that Customer Servicing is only performed by its authorized representatives with appropriate training, experience, skills and technical knowledge. The Customer shall cause Customer Servicing to be performed in a workmanlike manner and in compliance with the policies and procedures of Company, including Company security and access procedures specified in the applicable Data Center Customer User Policy and any applicable regulatory building codes. The Equipment that is installed in the Equipment Space shall be designed and constructed so as to prevent electromagnetic and radio frequency signal leakage. Customer represents and warrants that all Equipment installed in the Equipment Space adheres to applicable industry safety codes and standards.
- The Customer shall not sublicense, lease, rent, share, resell or allow the use of the Equipment or Equipment Space, in whole or in part, by any third party, including but not limited to, other providers of telecommunications services, without Company prior written consent. Customer shall not interfere with the use of the Data Center or any portion thereof, by Company or other licensees, customers or users of the Data Center. Customer assumes full responsibility for ensuring that its employees, representatives, customers and other third party end-users access and use the Services, Premises and Equipment Space only for lawful purposes and in accordance with the terms and conditions of the Agreement, including the Company’s Acceptable Use Policy.
- The Customer shall relocate the Equipment to another Equipment Space, Premises and/or another Building within thirty (30) days after Company’s written relocation request. Company shall reasonably reimburse the Customer for its actual out-of-pocket expenses directly associated with such relocation.
- Installation Activities
- Company shall have the right to require Customer to immediately stop any Customer Servicing without liability to Company, if Company, in its sole discretion, determines that the Customer Servicing or any part thereof is interfering or may interfere with any operation of the Data Center or the activities and quiet enjoyment thereof by other users.
- Cancellation of Service
- In the event that Customer does not desire to renew the Service Order at the end of its then current Term, the Customer shall provide written notice to Company not less than 60 days prior to the last day of the Term. Such last day of the Term or the effective termination date of an Order as the case may be, shall be referred to herein as the “Termination Date”.
- Customer shall remove its Equipment from the Premises, at the Customer’s sole risk and expense, prior to or on the Termination Date. In the event that the Customer does not remove its Equipment by the Termination Date, then notwithstanding any statutory provisions or legal presumption to the contrary, there shall be no tacit renewal of the applicable Service Order and Company in its sole discretion may elect to (i) by way of written notice to the Customer, permit the Customer to remain in possession of the Equipment Space, in which case, the Term of the applicable Service Order shall be renewed automatically on a month-to-month basis, however, unless otherwise agreed to in writing by the Parties, the Monthly Recurring Charges during the such month-to-month periods shall be increased to an amount equal to one hundred and fifty (150%) percent of the Monthly Recurring Charges of the expired Service Order; or (ii) deem that the Customer has abandoned its Equipment and/or is occupying the Equipment Space against the will of Company, in which case, Company shall be entitled to, at its sole discretion remove, store and/or dispose of the Customer’s Equipment at Customer’s risk and expense, and avail itself to remedies at law for the recovery from the Customer the Company’s costs and expenses associated therewith, including unpaid accrued Fees, if any.
- Customer Responsibilities
Customer hereby agrees: - To keep the Equipment Space and the Equipment in good order, repair and condition throughout the Term, to keep the Equipment Space clean and free of debris and to promptly and completely repair all damage to the Premises caused by Customer or its agents;
- To perform or cause to perform any Customer Servicing in a safe orderly manner consistent with the Equipment manufacturers' specifications, applicable regulatory building codes and applicable industry standards and in such a way as to prevent interference with the operation of the Data Center and the other users' activities and quiet enjoyment thereof;
- Not to bring any Hazardous Substance into the Data Center or onto the parking and loading areas of such Data Center;
- To pay the Fees when due and to provide written notice to Company if such payment is disputed, with such written notice being provided not more than thirty (30) days after the invoice date and to expressly state therein sufficient, accurate particulars to enable Company to reasonably understand and assess the nature of such dispute;
- To surrender the Equipment Space on the Termination Date to Company in a condition that is materially similar to the condition just prior to the Customer’s use of such Equipment Space, save and except for ordinary wear and tear. The Customer shall exercise or cause to be exercised due care in the removal of Equipment so as to prevent any damage to the Data Center, including the Premises and the Equipment Space. At all times, it is the Customer’s responsibility to ensure that such due care is exercised regardless of whether the removal of the Equipment is performed by the Customer, its agents or any Equipment Lessor. At Company’s election, the Customer will repair all damage caused during such removal at Customer’s sole cost and expense, or reimburse Company for its cost and expense associated with the performance of such repair by Company or its agent.
- to obtain all the permits and licenses required by applicable laws to be able to use the Services;
- to use the Services only for lawful purposes and in accordance with this Agreement and the Company policies and guidelines notified to it;
- to use reasonable efforts to prevent unauthorized access to or use of the Services.
- to reasonably cooperate with Company’s investigations of outages, security problems and any suspected breach of this Agreement;
- to acknowledge and comply with the following Equipment and Data Centre conditions:
Equipment Ownership and Maintenance
The Equipment shall belong to Customer or to the Equipment Lessor as the case may be, and shall be installed, located in, and removed from the Data Center at the sole risk of Customer. Customer represents and warrants that it has all necessary rights to use, maintain, and locate the Equipment in the Equipment Space. Company disclaims any liability to any third party who has an ownership, security interest or other similar right in or to the Equipment.
Equipment and Other Deliveries
Customer must be present to receive all deliveries at the Premises unless arrangements are made with Company forty-eight (48) hours in advance of any delivery, which may give rise to additional charges. Customer shall be responsible for ensuring that all deliveries conform to the applicable purchase order. Company will not be responsible in any way for delivered items. Customer shall be responsible for moving all delivered items away from the loading dock or other receiving area at the Data Center or the Premises within twenty-four (24) hours of the delivery. If the delivered items have not been moved by Customer within such time, Company may relocate the delivered items at Customer’s sole risk and expense. Delivered items, including and Equipment may not be stored at the Premises unless it is housed within the Customer’s Equipment Space.
Condition of Equipment Space and Premises
Except as expressly set forth in these Product Terms, Company makes no warranty or representation regarding the Data Center, the Premises and the Equipment Space, including without limitation that the Data Center parking area, delivery area or the Facilities are suitable for the Customer’s intended use thereof. The Customer has reasonably inspected the Equipment Space, the Facilities and the Premises, and accepts the same on an "AS IS" basis. Company agrees to prepare the Equipment Space and/or the Premises for Customer prior to the Commencement Date in accordance with Service Order or as otherwise agreed to by the Parties in writing.
Company may have the need to request emergency maintenance access to the Equipment Space or the Equipment, which may affect the operation or availability of the Services. Company will notify the Customer as soon as reasonably possible of any occurrence that would result in a requirement for emergency access.
Consent to Video Monitoring
Customer acknowledges, agrees and hereby consents under applicable privacy laws that Company may monitor the inside and outside areas of the Data Center by way of closed circuit television or other monitoring devices for safety and security purposes.
Limitations on Use
All Customer employees, agents, contractors or invitees, including any Equipment Lessor having access to the Premises (“Customer Authorized Personnel”) must abide by the Data Center Customer User Policy and must be registered with the Company. Approval by Company does not release Customer from its responsibilities pursuant to this Agreement, nor by approving such Customer Authorized Personnel does Company waive its right to be indemnified by Customer for damages to any part of the Building and Company’s business caused by such Customer Authorized Personnel. Customer must provide Company with particulars, including a current photograph, specimen signature or other identification of each Customer Authorized Personnel, before that Customer Authorized Personnel is given access to the Premises
Company reserves the right at all time during the term of the applicable Service Order to suspend in whole or in part the Services and/or use of the Premises, Equipment Space and Facilities provided hereunder, including, without limitation electrical power, and remove, change or otherwise terminate the operation of Equipment installed thereon without notice, if such actions are necessary to protect the public, Company personnel, agents, Facilities, the Building or the Services from damages or injury of any kind or to conform to any applicable laws, regulations or standards. Where possible, Company will notify Customer promptly of such action and work in cooperation with the Customer to affect reasonable remedies so as to permit the Equipment to resume operation.
Company obligation to provide electrical power for the use of Customer’s Equipment shall conform to the power requirements set forth in the Service Order hereto. During any then current term of the applicable Service Order, electrical power consumed by Customer’s Equipment may be reviewed annually and calculated (as required) in accordance with prevailing market costs and billed to the Customer. In the event that Customer shall either replace or augment any Equipment specified in the applicable Data Center Customer User Policy, Customer shall notify Company in advance and in writing of the electrical consumption proposed for such Equipment.
Customer will not install any Equipment that exceeds 80% of the capacity of any electrical circuit or associated hardware at the Facility. In the event that Customer exceeds 80% capacity of any electrical circuit or associated hardware at the Facility, Company may, at its option, and without notice to Customer if necessary, remedy the overload at Customer expense without liability for damages to the Equipment or interruption of Customer (or Customer clients’) businesses. As soon as practicable thereafter, Company will advise Customer in writing of the work performed or action taken, and Customer will immediately reimburse Company for all expenses reasonably incurred by Company associated with any work or action performed by Company in accordance with this section. Power deployed in an A/B configuration must not exceed 40% of each circuit. In the event power to one circuit is interrupted for any reason, the single, remaining, active circuit must not exceed 80%.
Company shall reserve the right to prohibit the installation of replacement or additional Equipment, which in Company sole judgment would exceed the power consumption capacity of the Premises. Company shall have the right to adjust the power requirements set forth in the Service Order to conform to the replacement or additional Equipment installed in the Premises, and the Fees payable by the Customer shall be adjusted to reflect higher energy consumption. Company may apportion costs incurred to increase the power capacity to the Customer. In the interest of clarification it is agreed that Company shall be under no obligation to increase the power capacity of the Premises in order to accommodate the installation of additional Equipment or replacement Equipment which would exceed the power consumption capacity of the Premises.
The weight of the Equipment installed by Customer shall not exceed the weight parameters (the “Weight Parameters”) listed in the applicable Data Center Customer User Policy hereto. In the event that Customer shall desire to install additional Equipment, or replace the Equipment listed in the applicable Data Center Customer User Policy, Customer shall ensure that said Equipment does not exceed the approved Weight Parameters listed in that Data Center Customer User Policy. Customer shall notify Company in writing in advance of the installation of additional or replacement Equipment, in order that Company may verify that the Weight Parameters of the Equipment does not exceed the load capacity of the Premises or the Equipment Space. Company shall have the sole right to prohibit the installation of additional Equipment or replacement Equipment if Company determines that the installation of Equipment would or would likely exceed the capacity of the Premises or the Equipment Space, taking into account inter alia the installations of Company and other occupants within the Premises.
- Data Center Customer User Policy
The Customer shall, and cause its agents review the Data Center Customer User Policy when attending at the Data Center and to comply with the terms therein. - General Liability
Prior to the Customer commencing any work in or around the Premises relating to preparing the Equipment Space and/or installing the Equipment, the Customer shall, at its cost and expense, prepare and deliver to Company drawings, plans and specifications detailing the technical characteristics of its Equipment, describing in detail any preparatory work necessary for the installation of the Equipment and the timeline for such work (the “Plan”). The Customer shall not commence any work until the Company, in its sole discretion, has approved the Plan in writing. - Damage to the Building
If any damage or destruction by fire or other cause to the Building, whether partial or not, is due to the fault or negligence of Customer or any Customer authorized personnel or Customer’s contractor, without prejudice to the other rights and remedies of Company, and without prejudice to the rights of subrogation of Company insurer:- Customer shall be liable for all costs and damages in connection with such destruction;
- The damages may be repaired by Company at Customer’s expense
- Customer shall forfeit any abatement of Fees provided in this Agreement and Fees shall remain due.
- Customer Insurance
Despite terms to the contrary elsewhere in the Agreement, the Customer shall, during the Term maintain insurance with respect to its interest in the Premises, the Equipment Space, the Equipment, the Improvements made by or on behalf of the Customer thereto, and all operations of the Customer in and from the Premises, coverage that include the following:- “All risks” (including flood and earthquake) for property of every kind owned by Customer or for which Customer is legally liable or installed by or on behalf of Customer and which is located in the adjacent parking areas, or in, on or within the Building, including without limitation, all of Customer’s furniture, moveable equipment and all leasehold Improvements and other Improvements in an amount not less than the full replacement cost thereof. Alternatively, Customer may self-insure for such risks.
- “All risks” Tenant’s insurance in an amount not less than the full replacement cost of the Equipment, including loss of their use. Alternatively, Customer may self-insure for such risks.
- Comprehensive general liability insurance including, but not limited to property damage, public liability, employer’s liability, personal injury liability, contractual liability, non-owned automobile liability and contractor’s protective insurance coverage, all on an occurrence basis with respect to the use, occupancy, activities or things in the adjacent parking areas or in, on or within the Building and with respect to the use and occupancy of any other part of the Building by Customer or any of its employees, agents, contractors or persons for whom Customer is in law responsible, with coverage of not less than five million dollars ($5,000,000.00) or equivalent in local currency for each occurrence involving bodily injury, death, or property damage.
- Business interruption insurance in such amounts as will reimburse Customer for direct and indirect loss of earnings attributable to the perils insured against in this Section and other perils commonly insured by prudent tenants and occupants of like premises. Alternatively, Customer may self-insure for such risks.
- Worker’s Compensation coverage in an amount not less than that prescribed by statutory limits.
- Cyber insurance policy (also referred to as cyber risk insurance or cyber liability insurance coverage) with limits commensurate to the nature of the Customer operations and the exposure to risk arising therefrom.
- Such insurance shall include:
- a severability of interest and cross-liability clauses protecting Company in respect of claims by Customer as Company was separately insured;
- a provision prohibiting the insurer from cancelling or materially altering the coverage without first giving Company at least thirty (30) days prior notice thereof; and
- a waiver of any subrogation rights which Customer’s insurers may have against Company and against those for who Company is in law responsible.
- IP Addresses
DCustomer agrees that it will use any Internet protocol (“IP”) numbers and addresses assigned to it by Company in accordance with all reasonable regulations and policies established by Company, and in accordance with any applicable international standards with respect to the use of IP numbers and addresses. Company will maintain and control ownership of all IP numbers and addresses that it may assign to Customer. The allocation of Customer IP Addresses is determined by a third party IP allocation authority, not Company. Where Company requires, or, if the applicable third party IP allocation authority requires us to, Company may change or remove any and all IP addresses that have been assigned to Customer as part of the Services. To the extent possible, the Customer will be provided with reasonable prior notice of any such change.- Definitions:
“Building” or “Data Center” means the land and the building where the Services are provisioned from and where the Premises is located in, and includes the structures, Improvements, machinery and common areas situated thereon or therein.
“Business Days” means Monday to Friday (excluding statutory holidays) from 08:00 am to 5:00 pm local time to the geography where the Data Center is located.
“Data Center Customer User Policy” means the rules, polices and procedure that is made available to the Customer in writing or posted at the Data Center pertaining to the Customer’s access and use of the Data Center.
"Equipment" means cabinets, racks, electronic equipment, information technology/computing systems, communication devices, cabling (fibre optic, co-axial, copper wire) and other equipment installed, or to be installed, by the Customer (or its agents) in the Equipment Space.
“Equipment Space” means the colocation module space within the Premises (as the term is defined below) assigned by Company from time to time and may be comprised of cabinets and/or racks for the Equipment, as more particularly described in the applicable Service Order.
“Facilities” means any structure, infrastructure and/or equipment operated by Company for the purpose of supporting the Services within the Premises.
“Hazardous Substance” means any substance that is controlled by, regulated, or restricted under the laws of the province in which the Building is situated, including any regulations, guidelines, policy statements and restrictions pertaining to occupational health and safety standards and the safety of the Customer's employees, its contractors and its agents including, but not limited to, any known toxins or carcinogens, polychlorinated biphenyls, friable asbestos, mould contaminants and other substances commonly referred to as pollutants, contaminants or any other hazardous substances.
“Improvements” means any alterations, repairs, works, replacements, changes, additions or improvements including, without limitation, any connection of apparatus to the electrical system (other than a connection to an existing duplex receptacle), to the plumbing lines, to the heating, the air-conditioning or the sprinkler system or any installation of electrical sub-meters.
“Premises” means that part of the Data Center allocated to Customer by Company in connection with Services provided under this Agreement.
“Services” means the telecommunications colocation services provided by Company and its agents to the Customer pursuant to the Service Order and more particularly outlined in the applicable Service Documentation.
- Definitions:
Service Level Agreement
This SLA forms part of the Product Terms for colocations Services. If the Company is unable to meet the standard of performance for the Services set forth in this SLA, subject to the terms and conditions of this SLA and the applicable terms elsewhere in the Agreement, Customer shall be entitled to a service credit applicable to the affected Service. This SLA only applies to Services being provided within the Premises and shall not apply in any situation where such standard of performance is not met due to factors caused by or exacerbated by the Customer (including its representatives or contractors) or conditions beyond the reasonable control of Company, including Force Majeure events. The standard of performance set forth herein does not apply to Scheduled Maintenance or Emergency Maintenance.
- Service Impact
Subject to the terms of this SLA, each incident the Services fail to meet the standard of performance set forth in the tables below shall be defined herein as a “Service Impact.” The following causes that impact the Services shall not constitute a Service Impact:- Installation activities performed by or on behalf of the Customer;
- Scheduled Maintenance or Emergency Maintenance;
- problems caused by work performed by Customer’s agents, employees, contractors or representatives (excluding Company);
- work (for example, additional technical assistance) performed by Company at Customer’s request;
- interruptions in third party networks that prevent network access to Equipment including, but not limited to, denial of service attack, hacker activity, or other malicious event or code targeted against Company or a Company customer (irrespective of DDoS mitigation services provided by Company);
- delayed or lack of response by Customer to disruptions that require Customer’s participation for problem source identification and/or resolution;
- where no trouble has been discovered by the Company;
- acts or omissions of the Customer or Customer’s representatives or end user customers;
- software and/or hardware defects in the Equipment or where the Equipment does not perform according to published technical specification; and
- Customer’s breach of its obligations under the Agreement.
- Service Credits
Upon Customer’s request, for each incident of a Service Impact in any calendar month during the Term, a service credit up-to to a pro-rated amount of Fees for one (1) day of the affected Service shall be applied to the Customer’s account. For clarity, under no circumstances shall the cumulative amount of service credit issued and applied to a Customer’s account for Service Impact during any calendar month exceed the amount of monthly Fees for the affected Service. In the event of multiple Service Impacts during a period of twenty four (24) consecutive hours, the maximum amount of Service Credits issued and applied to the Customer’s account shall not exceed the pro-rated Fees for one (1) day of the affected Service. In the event a Service Impact spans more than one (1) calendar month or is determined that a series of Service Impact incidents arose from a related cause, then the Service Impact shall be defined as one (1) Service Impact condition for the purpose of any service credit the Customer may be entitled to under this SLA. The Customer must request service credits in writing within fifteen (15) days of the last day of the calendar month in which the failure(s) occurred. Upon the Company’s conformation that the standard of performance was not met, the Company shall issue and apply a service credit to the Customer’s account. - Outage Notification
Customer shall notify the Company if the Services does not meet the standard of performance set forth below by opening a trouble ticket with the Company’s customer care department within one (1) day for Power Standard or Client Control Standard and ten (10) days for any Network Standard of any Service Impact incident, following which, the Company shall validate the such Service Impact incident. If the Company determines that there is a Service Impact incident, the Company will record it as a Service Impact incident in its system. - Standard of Performance for the Services
Power Standard
Power Availability
Service Credit
Redundant Power Configuration
100%
One (1) day of pro-rated MRC for the affected Services for each cumulative sixty (60) minutes or fraction thereof, up to 50% of the MRC for such Services.
Non-Redundant Power Configuration
99.99%
One (1) day of pro-rated MRC for the affected Services for each cumulative sixty (60) minutes or fraction thereof, up to 50% of the MRC for such Services.
Network Availability
Service Credits
High Availability Network Configuration
100%
One (1) day of pro-rated MRC for the affected Services for each cumulative sixty (60) minutes or fraction thereof, up to 50% of the MRC for such Services.
Non-High Availability Network Configuration
99.99%
One (1) day of pro-rated MRC for the affected Services for each cumulative sixty (60) minutes or fraction thereof, up to 50% of the MRC for such Services.
- Optional Services
5.1 Professional Services – Professional services offered by the Company to complete specific Customer requested work are subject to additional Fees and require the Parties’ execution of a statement of work (also referred to herein as a ”SOW”). The SOW shall at a minimum state the description of the Services to be performed by the Company thereunder, the Fees and the timeline for the completion of such Services.
5.2 Data Centre Carrier Neutrality – The Company may, in its sole discretion, allow third party network and access services providers to provision connectivity to Customer’s Services hereunder, upon the Customer’s request to the Company and subject to additional Fees, the Company shall provision the cross-connection between Customer Equipment Space and such third party. The Company will not in any way support, guarantee the performance of, be responsible for or make any representations or warranties for such third party connectivity services.
5.3 Remote Hands – Subject to the Customer’s request and availability of Company personnel, the Company may make available personnel who will provide non-technical support and assistance related to the Customer’s Equipment or the Equipment Space (“Remote Hands”) Unless otherwise agreed to in writing by the Parties, Fees for Remote Hands are charged to the Customer on an hourly basis, with a one (1) hour minimum at the Company’s then current hourly rate for Remote Hands. Response times for performance of Remote Hands will be based on commercial reasonable efforts. Remote Hands will only be performed upon request and direction of the Customer. The Company shall not be responsible or liable in any way for consequences arising from such performance.
5.4 Equipment Relocation – If requested by the Customer and approved by the Company in writing, the Customer may relocate its Equipment to another Equipment Space within a the same Data Centre or another Data Centre operated by the Company. The work required to such relocation shall be performed by the Customer and/or its contractor at the Customer risk and expense. The Company shall not be responsible of any network access disruptions that may result from the relocation of the Equipment.
5.5 Network Access – The provisions of network access to the Equipment space (“Connectivity”) shall only be provisioned by the Company for the Customer if Connectivity as a Service is specifically set forth in the applicable Service Order.
Cloud Services
1.1. These Product Terms, including Service Documentation and/or EULA(s) applicable to the Services forms part of the Agreement (as this term is defined in the MSA). Unless otherwise expressly defined in these Product Terms, capitalized terms used herein shall have the meaning ascribed to them in the elsewhere in the Agreement.
1.2. In these Product Terms, the following terms have the following meaning:
“Company DC” means a physical data centre, including the information technology system therein used by the Company to provision the Services hereunder.
“Hosted System” means a combination of technology hardware (e.g.: server(s)), software and networking elements that comprise an information technology system used by the Company to provision the Services. Depending on the Services purchased by the Customer, the Hosted System is the information technology system within the Company DC from which the Services are provision from and may consist of (a) a dedicated information technology system owned by Company and assigned to the Customer for the Customer’s use only; (b) dedicated information system owned by the Customer (collectively the “Customer System”), but used by the Company in provisioning the Services for the Customer only; (c) shared information technology system that Company operate to provision Services for multiple customers (a/k/a multi-tenant cloud and multi-tenant hosting); or (d) a combination of such systems.
“Services” means the provisions of the Company’s services set forth in an applicable Service Order in relations to making available to Users the Hosted System for their use via online access; and the Services to which these Product Terms applies are those that the Company refers to as Managed Private Cloud Services or Virtual Private Cloud Services.
2.1. Company shall provide the Services to the Customer from the Commencement Date for the Initial Term outlined in the Service Order in accordance with the terms and conditions of the Agreement, including these Product Terms, the Service Documentation and the applicable Service Order. The Service Levels set out in the Service Level Agreement below shall apply. Depending on the Services purchased, additional terms set forth in the applicable Service Order may also apply.
2.2. The Customer acknowledges that the provision of Services may be impacted by matters beyond the reasonable control of Company, including matters relating to legislation, regulatory changes, changes in the policy directive of any applicable regulatory authority and/or amendments to the terms and conditions of third-party services necessary for the Services, such as utility providers or third-party vendors such as Microsoft (“Regulatory Changes”). The Customer agrees that upon written notice to the Customer, Company may amend the provision of Services, including the term of the affected Order as necessary to reasonably address any Regulatory Changes.
2.3. From time to time, Company changes, upgrades, or conducts maintenance on the Company DC, including the Hosted System that is used in connection with the Services. To the extent that such changes, upgrade or maintenance impacts the Services or requires the relocation of the Hosted System and/or Customer System within the Company DC or to an alternative Company DC, then Company will give the Customer reasonable advance notice and will endeavour to minimize any impact to the Services.
3. Customer Responsibilities
3.1. The Customer shall and is responsible for employing an appropriate level of risk mitigating measures to protect its business interests, such as implementing security precautions (including data encryption), conducting regular data back-ups in connection with its use of the Services and configuring its systems (including the Services or other services) for diverse geographic server redundancy taking into account the criticality of the Services to the Customer’s operations and the sensitivity of the Customer Data. It is also Customer’s responsibility to purchase any insurance, including Business Interruption Insurance, to adequately protect the Customer’s business in the event of any interruption of, or inability to access the Services. Customer understands that the Services are provided exclusively on the basis of this allocation of responsibility.
3.2. The Customer shall at all material times comply with the laws applicable and the terms of the Agreement, including the Acceptable Use Policy in regard to the Users’ access and use of the Services.
3.3. The Customer is solely responsible for keeping its account permissions, billing, and other account information relative to the Services up to date with Company in accordance with Company’s then current procedure, including through any Company’s customer portal made available to the Customer. Company will only provide administrative or technical support to the Customer representatives listed and updated by the Customer (“Customer Contact”) in relations to the Customer’s account with Company.
3.4. To the extent that the Hosting System for Services also consists of the Customer System, the Customer may from time to time be permitted entry into the Company DC to access the Customer System for purposes of installation, de-installation, maintenance and updating under the following conditions:
- The Customer must open a ticket at least fourty-eight (48) hours prior to its desired entry into the Company DC.
- The Customer and Company’s Network Operations Center (a/k/a NOC) personnel will arrange a schedule for the Customer to enter the Company DC.
- In the event that the Customer requires emergency entry into the Company DC to access the Customer System, the Customer must first contact Company’s support team member who will then notify Company’s On-Call personnel at the Company DC and coordinate with the Customer for such emergency entry.
- The Customer must be escorted by a Company personnel at all times while on Company DC premises for any reason. Unless otherwise set forth in the Order, such escorting shall be provided to the Customer at Company’s then current Remote Hands hourly rate, with a one (1) hour minimum charge per entry.
4. Software
4.1. Users may not copy any software made available to the Customer by Company for use with the Services, including third-party software (collectively “Software”) or continue to use Software after the expiration or termination of such Services. Customer shall not, and cause other User’s not to, (a) remove, modify or obscure any copyright, trademark, or other proprietary rights notices that appear on any Software; (b) reverse engineer, decompile or disassemble any Software; (c) use the Software in a manner that infringes upon any third-party intellectual property rights; or (d) use the Software in violation of any applicable law.
4.2. In addition to the terms of the Agreement and to the extent that the Software includes Software by the Microsoft Corporation (“Microsoft”) and/or Red Hat, Inc. (“Red Hat”), then the following apply EULAs:
- Microsoft – Microsoft Software is governed by as applicable, Microsoft's End User License Terms available at https://Company.com/legal/ and the following available from Microsoft:
(i) Microsoft Terms of Use - https://www.microsoft.com/en-us/legal/terms-of-use
(ii) Microsoft Licensing Use Rights - https://www.microsoft.com/licensing/docs/view/licensing-use-rights?rtc=1
(iii) Microsoft Product Terms - https://www.microsoft.com/licensing/terms/productoffering - Red Hat – Red Hat Software is governed by as applicable: (i) Red Hat’s EULA terms that appear at https://www.redhat.com/licenses/Red_Hat_GPLv2-Based_EULA_20191118.pdf and/or (ii) any use restrictions of the Red Hat Software as indicated on the applicable Service Order, such as a limitation on the number of users, copies and other restrictions, if any.
- VMware – VMware Software is governed by as applicable https://myaccount.datacentres.rogers.com/legal/vmware_universal_eula.pdf
To the extent that the Services include or makes available to the Customer Microsoft Software and/or Red Hat Software, then the Customer acknowledges and agrees to the applicable terms and conditions referenced in this Section.
4.2.1 To the extent permitted by applicable law, all warranties by Microsoft or Red Hat (collectively the “Vendors”) and any liability of the Vendors or their suppliers are disclaimed for any damages, whether direct, indirect, or consequential that which arises from any Users’ use of any of their respective Software. Company (and not the Vendors or their suppliers) will provide technical support for the Software.
4.3. Software is not fault tolerant. The Software is neither designed nor intended for use in a situation where its failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). Users are not permitted to use the Software in, or in connection with, High Risk Use. High Risk Use includes, for example: aircraft or other modes of human mass transportation, nuclear or chemical facilities, and Class III medical devices under the U.S. Food, Drug, and Cosmetic Act. The Customer shall indemnify and hold Company and its third-party licensors harmless against any third-party claim arising out of any User’s breach of this Section.
4.4. To the extent applicable, the Customer is responsible for subscribing to Company’s patching program. Company’s patching program makes Software updates available on an automated basis. Where Customer restricts Company’s access or ability of the Company to install software patches to the Customer System, it is Customer’s responsibility to implement appropriate patching policies and install most recent software patches to secure the Hosted System used for the Services. It is Customer’s responsibility to ensure Software patches have been successfully installed on their Services.
4.5. Except as set forth in the Agreement or as required by applicable law, Company does not warrant the availability, the suitability and performance of the Hosted System. If the Services include the monitoring of critical alerts triggered by a particular Software, Company will only communicate with the Customer Contact regarding such critical alerts. To the extent that the Services permit the Customer to administer the Hosted System configuration settings, the Customer shall be responsible to configure such settings to account for its own and the other User’s operational requirements, including those requirements relating to security, and routine back-ups of Customer Data and Hosted System settings.
4.6. If the Company installs, patches or otherwise manages certain software applications for the Customer (“Customer Software”), then Customer represents and warrants that it has a legal right to use the Customer Software as contemplated hereunder and in connection with the Services. Upon Company’s written request, the Customer shall certify in writing that it complies with the requirements of this Section and will provide evidence reasonably satisfactory to Company of such compliance. If the Customer fails to provide such evidence, Company may either (a) charge the Customer its standard fee for the use of the software in reliance on Company’s licensing agreement with the vendor of the Customer Software until such time as the required evidence is provided; or (b) suspend the Services or terminate the Order. The Customer Software may not be compatible with Company’s standard process for deploying, repairing, or maintaining the Services. In the event of such non-compatibility, the Parties will work together to revolve any impact to the Services; however, if resolution is only reasonably possible by uninstalling the applicable Customer Software as determined by Company, upon reasonable notice to the Customer, the Company may uninstall such Customer Software. Customer agrees that Company will not have any liability to any User for Company’s failure to meet the standard of performance for the Services or other obligation under the Agreement as a result of the Customer use of the Customer Software.
5. Cancellation of Service
If Customer wants to cancel a Service Order or any particular Service, it shall provide written notice to Company not less than 60 days prior to the desired date of cancellation.
6. IP Addresses
Customer agrees that it will use any Internet protocol (“IP”) numbers and addresses assigned to it by Company in accordance with all reasonable regulations and policies established by Company, and in accordance with any applicable international standards with respect to the use of IP numbers and addresses. Company will maintain and control ownership of all IP numbers and addresses that it may assign to Customer. The allocation of Customer IP Addresses is determined by a third-party IP allocation authority, not Company. Where Company requires, or, if the applicable third party IP allocation authority requires us to, Company may change or remove any and all IP addresses that has been assigned to Customer as part of the Services. To the extent possible, the Customer will be provided with reasonable prior notice of any such change.
Service Level Agreement
This SLA forms part of the Product Terms for cloud Services. If the Company is unable to meet the standard of performance for the Services set forth in this SLA, subject to the terms and conditions of this SLA and the applicable terms elsewhere in the Agreement (as this term is defined in the MSA), Customer shall be entitled to a service credit applicable to the affected Service. This SLA shall does not apply in any situation where such standard of performance is not met due to factors caused by or exacerbated by the Customer (including its representatives or contractors) or conditions beyond the reasonable control of Company, including Force Majeure events. The standard of performance set forth herein does not apply to Scheduled Maintenance or Emergency Maintenance.
1. Service Impact
Subject to the terms of this SLA, each incident that a Service fails to meet the standard of performance set forth in the tables below shall be defined herein as a “Service Impact.” The following causes that impact the Services shall not constitute a Service Impact:
- Software application installed by or on behalf of the Customer;
- any work (for example, additional technical assistance) performed by Company at Customer’s request and direction;
- failure of any network or internet infrastructure or technology outside Company’s Network that prevents or limits network access to the Services;
- targeted attacks, including denial of service attack, hacker activity, or other malicious event or code targeted against Company, Company customer or the Customer (irrespective of DDoS mitigation services provided by Company);
- delayed or lack of response by Customer to disruptions that require Customer’s participation for problem source identification and/or resolution;
- where no trouble has been discovered by the Company;
- acts or omissions of the Customer or Customer’s representatives or its other Users; or
- Customer’s breach of its obligations under the Agreement.
Customer must report Service Impact to Company Customer Care in a timely manner using the Company trouble ticketing systems or the contact numbers set out below. Service Impact incident time begins when the Customer reports Service Impact and the Company is able to confirm such Servcie Impact, and ends when Company notifies the Customer that the Service Impact has been resolved and the Service is again operating with the applicable standard of performance.
2. Service Credits
Upon Customer’s request, for each incident of a Service Impact in any calendar month during the Term, a service credit as defined in the table below for the affected Service shall be applied to the Customer’s account. The Customer must request service credits in writing within fifteen (15) days of the last day of the calendar month in which the Service Impact occurred. Upon the Company’s investigation and confirmation that the applicable standard of performance for the Service was not met, the Company shall issue and apply a service credit to the Customer’s account in accordance with the service credit regime set forth below.
3. Outage Notification
Customer shall notify the Company if the Services does not meet the standard of performance set forth below by opening a trouble ticket with the Company’s customer care department within one (1) day for Power Standard or Client Control Standard and ten (10) days for any Network Standard of any Service Impact incident, following which, the Company shall validate the such Service Impact incident. If the Company determines that there is a Service Impact incident, the Company will record it as a Service Impact incident in its system.
4. Standard of Performance for the Services
(a) Managed Private Cloud Services
SERVICE STANDARD |
SERVICE CREDIT |
|
---|---|---|
Availability |
99.99% availability |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each hour of Service Impact, up to a maximum of 50% of MRC for such affected Service. |
Device Repair or Replacement |
Failed component device forming part of the Hosted System will be repaired or replaced within 1 hour of Company’s verification of such failure. |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each further hour of Service Impact over the stated service standard, up to a maximum of 50% of MRC for such affected Service. |
SAN Repair and Replacement |
In the unlikely event of a SAN hardware failure, Company will have a technical specialist and necessary parts on site to begin repairs within 4 hours of Company’s identification of the problem. |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each further hour of delay in commencing work to repair the affected hardware over the stated service standard, up to a maximum of 50% of MRC for such affected Service. |
Network Connectivity |
99.99% uninterrupted transit from Company’s Network to the internet. |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each hour of Service Impact, up to a maximum of 50% of MRC for such affected Service. |
Additional Terms for Managed Private Cloud Services
- The above prescribed service credit shall be prorated for any Service Impact that is less than one (1) hour.
- Service Impact due to (i) any non-standard products requested by the Customer and used by the Company to provision the Services; or (ii) any EOL Product shall not qualify for a service credit.
- The above prescribed time for device repair or replacement excludes time required to rebuild a RAID array or to reload the operating systems and applications.
(b) Virtual Private Cloud (VPC) Services
SERVICE STANDARD |
SERVICE CREDIT |
---|---|
Network: 99.99% uninterrupted transmit from Company’s Network to the internet. Virtual Servers: Individual virtual servers will deliver an availability uptime of 99.5% (during each monthly billing period) as indicated by way of Company’s Network monitoring systems. |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each fifteen (15) minute period of Service Impact, up to a maximum of 50% of MRC for such affected Service. |
5. Claiming Service Credit and Limitations
The following terms apply to all claims for service credit:
- Customer must report a Service Impact to Company by opening a Company trouble ticket, together with supporting details about such Service Impact.
- If the Customer believes that it has not correctly received the service credit, the Customer must submit a ticket within 14 days after receiving the service credit or being denied the service credit.
- Period of Service Impact begins from the time the applicable trouble ticket is received, and the reported Service Impact is validated by Company using its internal monitoring tools.
- Customers may not receive a service credit greater than one (1) day of MRC per Service affected by an incident of Service Impact or a series of Service Impacts; and during any monthly billing period, in no event will the Customer receive service credit during any monthly billing period for any Service that is greater than the MRC for the affected Service. For clarity, Service Impact incident that spans from one (1) day to the next shall qualify for a maximum service credit equal to one pro-rated (1) day of MRC for the affected Service.
- Service Impacts that arises from a related cause shall be defined as one (1) Service Impact incident for the purpose of calculating a service credit the Customer may be entitled to under this SLA.
- Customer must be current and in good standing with its Company account to receive service credit; no service credit will be applied to the Customer account that is past-due or for accounts that are suspended or cancelled prior to an incident of Service Impact. Service Credit will not be applied against any past due balances.
- Upon termination of the Service for which the service credit was applied to, any outstanding or previously accrued service credit will be forfeited. Once the service credit has been applied to the Customer account, such service credit will only be applied against the Fees that accrue for the Service affected by a Service Impact after such application.
- The Service Credit shall be the Customer’s exclusive remedy and Company’s entire liability for any breach of the standard of performance for a Service (i.e.: Service Impact).
Cloud Backup Services
1.1. These Product Terms, including Service Documentation and/or EULA(s) applicable to the Services forms part of the Agreement (as this term is defined in the MSA). Unless otherwise expressly defined in these Product Terms, capitalized terms used herein shall have the meaning ascribed to them in the elsewhere in the Agreement.
1.2. In these Product Terms, the following terms have the following meaning:
“Company Customer Care Team” or “Company Support Team” means technical support group at the Company responsible for handling all support requests from the Customer in connection with the Services.
“Company DC” means a physical data centre, including the information technology system therein used by the Company to provision the Services hereunder.
“Services” means the provisions of the Company’s services set forth in an applicable Service Order relating to the backing-up of the Customer’s data via online network connectivity to one (1) or more of the Company DCs as further described herein. This Service is generally referred to as Cloud Backup Service.
2.1. Company shall provide the Services to the Customer from the Commencement Date for the Initial Term outlined in the Service Order in accordance with the terms and conditions of the Agreement, including these Product Terms, the Service Documentation and the applicable Service Order. The Service Levels set out in the Service Level Agreement below shall apply. Depending on the Services purchased, additional terms set forth in the applicable Service Order may also apply.
2.2. The Customer acknowledges that the provision of Services may be impacted by matters beyond the reasonable control of Company, including matters relating to legislation, regulatory changes, changes in the policy directive of any applicable regulatory authority and/or amendments to the terms and conditions of third-party services necessary for the Services, such as utility providers or third-party vendors such as Microsoft (“Regulatory Changes”). The Customer agrees that upon written notice to the Customer, Company may amend the provision of Services, including the term of the affected Service Order as necessary to reasonably address any Regulatory Changes.
2.3. Cloud Backup. The Services allows Customer to backup and restore its data, including electronic files, folders, databases, virtual machines and other data that the Customer designates (collectively, the “Content”). The Service is not intended to serve as an archival service. The Customer shall maintain original versions of the Content that the Customer backs-up to the Services.
2.4. Storage. The Service initially backs-up the Content fully. From that point on, the Service performs incremental back-ups. Each day an incremental backup is taken. On the day 7 the 6 daily back-ups are rolled into a synthetic weekly fully back-up. At the end of 4 weeks the 4 weekly backups are rolled into a monthly back-up. The backed-up Content is kept for a pre-determined retention period and the Company will begin to restore it to the VCustomer when the Customer logs a Live Answer request with the Company Support Team during the retention period.
2.5. Geodiversity. When purchased by the Customer and expressly set forth in the applicable Service Order, a secondary back-up copy of the Content will be transmitted and stored daily to a secondary Company DC.
2.6. Back-up Retention. Backed-up Content is available in one standardized retention period of 90 days; and at the end of this retention period, such Content “ages out” and is no longer available to the Customer for restoration.
2.7. Supported Applications. The Service is able to back-up data from a wide range of applications. It is the Customer responsibility to enquire with the Company’s representatives and determine if its specific application(s) are supported by the Service, including any limitations thereto, if any.
2.8. Encryption. The Service automatically encrypts the Content during the back-up process and generates a unique encryption key; this key is only available to the Customer and is required to decrypt the Content to its original form.
2.9. Storage. It is the Customer’s responsibility to purchase the appropriate amount of back-up storage for its Content. To the extent that the Customer exceeds the amount of storage allocated to the Services for its backed-up Content, the Customer shall be charged additional Fees for the Overage.
3. Customer Responsibilities
3.1. The Customer shall and is responsible for employing an appropriate level of risk mitigating measures to protect its business interests, such as implementing security precautions (including putting in places process to securely handle encryption keys), ensure the appropriateness of the Content that is made subject to the Services; assess the criticality of the Content and when reasonably determined, purchase Service features such as geodiversity. It is also Customer’s responsibility to purchase any insurance, including business interruption insurance, to adequately protect the Customer’s business in the event of any interruption of, or inability to access the Services. Customer understands that the Services are provided exclusively on the basis of this allocation of responsibility.
3.2. The Customer shall at all material times comply with the laws applicable and the terms of the Agreement, including the Acceptable Use Policy in regard to the Users’ access and use of the Services.
3.3. The Customer is solely responsible for keeping its account permissions, billing, and other account information relative to the Services up to date with Company in accordance with Company’s then current procedure, including through any Company’s customer portal made available to the Customer. Company will only provide administrative or technical support to the Customer representatives listed and updated by the Customer (“Customer Contact”) in relations to the Customer’s account with Company and the Services. The Customer shall establish access and user management controls to limit Users access to the Services, including policies and procedures to control user IDs and passwords for the Services and only assign personnel with legitimate business reasons to access the Services.
Service Level Agreement
This SLA forms part of the Product Terms for cloud Services. If the Company is unable to meet the standard of performance for the Services set forth in this SLA, subject to the terms and conditions of this SLA and the applicable terms elsewhere in the Agreement (as this term is defined in the MSA), Customer shall be entitled to a service credit applicable to the affected Service. This SLA shall does not apply in any situation where such standard of performance is not met due to factors caused by or exacerbated by the Customer (including its representatives or contractors) or conditions beyond the reasonable control of Company, including Force Majeure events. The standard of performance set forth herein does not apply to Scheduled Maintenance or Emergency Maintenance.
1. Service Impact
Subject to the terms of this SLA, each incident that a Service fails to meet the standard of performance set forth in the tables below shall be defined herein as a “Service Impact.” The following causes that impact the Services shall not constitute a Service Impact:
- Software application installed by or on behalf of the Customer;
- any work (for example, additional technical assistance) performed by Company at Customer’s request and direction;
- failure of any network or internet infrastructure or technology outside Company’s Network that prevents or limits network access to the Services;
- targeted attacks, including denial of service attack, hacker activity, or other malicious event or code targeted against Company, Company customer or the Customer (irrespective of DDoS mitigation services provided by Company);
- delayed or lack of response by Customer to disruptions that require Customer’s participation for problem source identification and/or resolution;
- where no trouble has been discovered by the Company;
- acts or omissions of the Customer or Customer’s representatives or its other Users; or
- Customer’s breach of its obligations under the Agreement.
Customer must report Service Impact to Company Customer Care in a timely manner using the Company trouble ticketing systems or the contact numbers set out below. Service Impact incident time begins when the Customer reports Service Impact and the Company is able to confirm such Service Impact, and ends when Company notifies the Customer that the Service Impact has been resolved and the Service is again operating with the applicable standard of performance.
2. Service Credits
Upon Customer’s request, for each incident of a Service Impact in any calendar month during the Term, a service credit as defined in the table below for the affected Service shall be applied to the Customer’s account. The Customer must request service credits in writing with the Company Customer Care Team within fifteen (15) days of the last day of the calendar month in which the Service Impact occurred. Upon the Company’s investigation and confirmation that the applicable standard of performance for the Service was not met, the Company shall issue and apply a service credit to the Customer’s account in accordance with the service credit regime set forth below.
3. Outage Notification
Customer shall notify the Company if the Services does not meet the standard of performance set forth below by opening a trouble ticket with the Company’s customer care department within one (1) day for Service Impact relating to the Recovery Point SLA and five (5) days for any Response Time Standard or Back-up Standard, following which, the Company shall validate the such Service Impact incident. If the Company determines that there is a Service Impact incident, the Company will record it as a Service Impact incident in its system.
4. Standard of Performance for the Services
(a) Back-up Standard
SERVICE STANDARD |
SERVICE CREDIT |
|
---|---|---|
Geodiverse Cloud Back-up Configuration |
100% availability |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each cumulative hour, or fraction thereof, of Service Impact, up to a maximum of 50% of MRC for such affected Service. |
Non- Geodiverse Cloud Back-up Configuration |
99.95% availability |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each cumulative hour, or fraction thereof, of Service Impact over the stated service standard, up to a maximum of 50% of MRC for such affected Service. |
(b) Response Time Standard
|
RESPONSE TIME |
SERVICE CREDIT |
---|---|---|
Telephone call to Company Customer Care Team |
Telephone call answered within 10 minutes |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each fifteen (15) minute period of Service Impact, up to a maximum of 50% of MRC for such affected Service. |
Trouble ticket created |
2 hours |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each cumulative hour, or fraction thereof, of Service Impact over the stated service standard, up to a maximum of 50% of MRC for such affected Service. |
Email sent to Company Customer Care Team |
4 hours |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each cumulative hour, or fraction thereof, of Service Impact over the stated service standard, up to a maximum of 50% of MRC for such affected Service. |
(c) Recovery Point Standard
|
RECOVERY POINT |
SERVICE CREDIT |
---|---|---|
Recovery Point |
At least once per forty-eight (48) hours |
Service credit equal to one (1) day of pro-rated MRC for the affected Service for each cumulative twenty-four (24) hours, or fraction thereof, of Service Impact over the stated service standard, up to a maximum of 50% of MRC for such affected Service. |
5. Claiming Service Credit and Limitations
The following terms apply to all claims for service credit:
- Customer must report a Service Impact to Company by opening a Company trouble ticket, together with supporting details about such Service Impact.
- If the Customer believes that it has not correctly received the service credit, the Customer must submit a ticket within 14 days after receiving the service credit or being denied the service credit.
- Period of Service Impact begins from the time the applicable trouble ticket is received, and the reported Service Impact is validated by Company using its internal monitoring tools.
- Customers may not receive a service credit greater than one (1) day of MRC per Service affected by an incident of Service Impact or a series of Service Impacts; and during any monthly billing period, in no event will the Customer receive service credit during any monthly billing period for any Service that is greater than the MRC for the affected Service. For clarity, Service Impact incident that spans from one (1) day to the next shall qualify for a maximum service credit equal to one pro-rated (1) day of MRC for the affected Service.
- Service Impacts that arises from a related cause shall be defined as one (1) Service Impact incident for the purpose of calculating a service credit the Customer may be entitled to under this SLA.
- Customer must be current and in good standing with its Company account to receive service credit; no service credit will be applied to the Customer account that is past-due or for accounts that are suspended or cancelled prior to an incident of Service Impact. Service Credit will not be applied against any past due balances.
- Upon termination of the Service for which the service credit was applied to, any outstanding or previously accrued service credit will be forfeited. Once the service credit has been applied to the Customer account, such service credit will only be applied against the Fees that accrue for the Service affected by a Service Impact after such application.
- The Service Credit shall be the Customer’s exclusive remedy and Company’s entire liability for any breach of the standard of performance for a Service (i.e.: Service Impact).
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