Dedicated Servers Specific Terms and Conditions

Rev 1 - 01/09/2008

1 DEFINITIONS
1. These Specific Terms and Conditions are to be read in conjunction with our General Terms and Conditions of Supply. Where applicable, all definitions contained within these Specific Terms and Conditions have the same meaning as those set out in the General Terms and Conditions of Supply. In addition, the following definitions are used in these Specific Terms and Conditions:
2. "Base Configuration" means the configuration of the Operating System, Core Software, the Server and the firewall security settings as determined by Zen Internet.
3. "Company" or "we" means Zen Internet Ltd, having the registered number 3101568 also where the context permits its assigns and any sub-contractor for the Company.
4. "Core Software" means the software applications included as standard as part of the Dedicated Servers as specified in the Customer Order Form.
5. "CPU" means the Central Processing Unit or Processor within the Server that interprets commands and executes programmes and instructions.
6. "Customer" or "You" means the person, firm or company to whom the Servers are provided by the Company pursuant as stated on the Customer Order Form.
7. "Customer Order Form" means the order form for the supply by Zen Internet of the Equipment and/or Dedicated Hosting Services, completed by the Customer.
8. "Customer and End User Configuration Parameters" means the parameters within which Customers and End Users of the Dedicated Servers can configure and administer their Servers via SSH (Secure Shell) and Root Access.
9. "Dedicated Servers" or "Servers" or "Service" means the dedicated servers provided by Zen Internet as described in the Service Schedule and Customer Application.
10. "Demarcation Point" means the point at which the customer dedicated server is physically attached to Zen's network and a point on Zen's Edge network corresponding to a customer connection to the Internet. The network infrastructure between any two demarcations points is controlled and managed by Zen Internet and is subject to our SLA.
11. "Dynamic Content" means Web site content that has been generated by a database on the Server and which is updated automatically when the database is updated.
12. "End User" means an individual authorised by the Customer to access the Dedicated Servers.
13. "Emergency Maintenance" means reactive compulsory maintenance carried out by the Company which the Company anticipates may have an effect on the Service provided to the Customer, with limited notification to the Customer.
14. "Equipment" means the physical hardware components of the Server.
15. "Executable Files" means files that run as computer programs on the Server, or else invoke computer programs by means of a script.
16. "Hardware" or "Hardware Components" means the physical hardware components of the Server used to run the Service comprising Intel-based server chassis, System Board and Power Supply Units (PSUs) to the Server, System Memory, RAID Controller, RAID Disks, CPU, Network Interface Card, Dell Remote Access Card (DRAC) and System Fans.
17. "Maintenance Window" means a period of time out of normal business hours for the Company to undertake Scheduled Maintenance and/or Emergency Maintenance.
18. "Managed Firewall" is considered to be any physical multi-tenanted firewall provided by the Company to the Customer as part of the Service.
19. "Minimum Cancellation Notice Period" means the minimum period of notice that a Customer must provide to terminate a specific Service or this Agreement as set out in Clause 10.
20. "Network Interface Card" means a communications component that allows the Server to communicate with other electronic devices using an Ethernet network.
21. "Normal Business Hours" means between 09:00 hrs and 17:00 hrs on any day except a Saturday, Sunday or public or bank holiday in England and Wales.
22. "Normal Working Day" means the normal working day period operated by the Company which is Monday to Sunday inclusive, but excluding Christmas Day, Boxing Day and New Years Day.
23. "Operating System" means that set of computer programs installed on the Server by the Company controlling the components of the Server and facilitating the operation of the Core Software and other software applications installed by the Customer.
24. "Power Supply Units" or "PSUs" mean the units contained within the Server that supply power to the rest of the Hardware Components allowing the Server to operate.
25. "Premises" means one of Zen Internet's secure data centre suites or such alternative Premises as may be determined in accordance with these Specific Terms and Conditions.
26. "RAID Controller" means a device in the Server that manages the storage components to be configured into logical arrays for the purpose of resiliency and performance gains.
27. "RAID Disks" means redundant array of independent disks on the Server.
28. "Reasonable Endeavours" means an obligation to take all reasonable steps which the Company considers reasonably necessary taking into account all relevant circumstances in order to achieve the required objective.
29. "Remote Access Card" or "Dell Remote Access Card (DRAC)" means the interface card provided by Dell and installed on the Server, providing remote monitoring and management of the hardware.
30. "Root Access" means a special user account on the Server that provides system administration permissions.
31. "Scheduled Maintenance" means outline, preventative maintenance which must be carried out by the Company which the Company anticipates may have an effect on the Service provided to the Customer.
32. "Scripts" means a file consisting of a structured sequence of commands which run on the Server and invoke other computer programs.
33. "Server" means the physical Server including all Hardware and software components that are provided and hosted by the Company at the Premises and leased to the Customer for the provision of the Dedicated Servers.
34. "Server re-install" or "Re-install" means reinstalling the Server with the Operating System and Core Software as per the original setup of the Servers, therefore clearing all data and other software applications installed by the Customer from the Server.
35. "Service Level Agreement" or "SLA" means the service level agreement relating to the Dedicated Servers that describes the service levels to be met by Zen Internet together with the remedies available to the Customer for failure to meet such service levels.
36. "Service Period" means the period of an individual Service provided in accordance with this Agreement as set out in Clause 4.
37. "Service Schedule" means the Schedule to these Specific Terms and Conditions that sets out a description of the Service.
38. "SSH" or "Secure Shell" means the network protocol that will allow Customers to connect to their Server securely over the Internet.
39. "System Board" means the mother board, which is the central part of the Server that contains the CPU, expansion slots and the system's random access memory (RAM).
40. "System Fans" mean the motor-driven fans installed in the Server that circulate air in order to cool the Hardware Components within the Server.
41. "System Memory" means the random access memory (RAM) of the Server.
42. "System Settings" means those settings of the Dedicated Servers that can be configured by the Customer and End Users.
43. "24/7" means twenty four hours, seven days a week, 365 days a year.
2 THE SERVICES
1. 2.1 These Specific Terms and Conditions apply to Dedicated Servers.
3 MANAGEMENT AND SUPPORT
1. 3.1 The Company will ensure that the Customer can contact (by telephone or e-mail) an Engineer at all times (24/7) for major faults affecting Hardware; that is, faults which materially prejudice and interrupt the operation of the Dedicated Servers. For general troubleshooting help, telephone and e-mail based assistance will be available during Normal Business Hours. All such enquiries are subject to the SLA. The management and support provided by the Company will extend to:
  1. a) Supplying and managing all Hardware Components.
  2. b) Supplying all Core Software to be installed on the Server as specified within the Service Schedule.
  3. c) Ensuring that the Base Configuration is setup and available for the Customer.
  4. d) Ensuring the network connectivity appropriate to that specified by the Service Schedule is available at all times.
  5. e) Restarting the Server at the reasonable request of the Customer.
  6. f) Re-installing the Server at the reasonable request of the Customer to the original or an alternative Operating System. Operating Systems are provided by the Company at the level of a current stable release from the Operating System vendor, to include major updates or version changes at the time of installation.
2. 3.2 Management and Support does not include:
  1. a) Maintenance, support or guarantee of any Core Software or software application installed on the Server, including but not limited to downloading, testing and installing any application, software update or security patch.
  2. b) Any matters outside the scope of the Service including without limitation, responsibility for the Customer and End User Configuration Parameters and System Settings, Web site Dynamic Content, Scripts, Executable Files, the addition of SQL accounts and the setup of new Web sites.
3. 3.3 The Company will take no responsibility for any Customer data stored on the Server. In the event of a Server Restore being requested by the Customer or a fault or failure affecting the Hardware or Network, the Company will not be held responsible for any loss or corruption of data resulting from such an occurrence.
4 SERVICE PERIOD
1. 4.1 Unless otherwise terminated or suspended in accordance with this Agreement, the Dedicated Servers shall be provided for a Minimum Service Period of 12 months from the date of activation.
2. 4.2 On expiry of the periods referred to in Clause 4.1 above, the Service will, unless terminated on or before the date of such expiry, automatically renew until terminated pursuant to this Agreement or until a new contract term is agreed between the Company and the Customer.
5 PROVISION OF SERVICE
1. 5.1 The provisioning period (that is the period from receipt and acceptance by the Company of a completed Customer Order Form to commencement of the Service) for the Dedicated Servers is targeted, but is not guaranteed, within five working days. In circumstances where this provisioning period takes longer than five working days, the Company will use Reasonable Endeavours to inform the Customer on a regular basis about progress and the expected date of completion, but will not be liable or responsible to the Customer for any delay beyond the five working day target.
6 SERVICE LEVEL/CREDITS
1. 6.1 The Company shall provide the Dedicated Servers in accordance with these Specific Terms and Conditions and subject to the applicable Service Level Agreement (as specified on the Customer Order Form).
7 CONDITIONS OF USE
1. 7.1 You agree to:
  1. a) provide an authorised technical contact, authorised contact number and password, to keep any records of such details and any other confidential information provided by us in a safe place and to take all necessary steps to ensure the security of such records;
  2. b) without prejudice to the General Terms and Conditions, keep such information private and confidential and ensure, at all times, that it (or they) does (do) not become known to any unauthorised personnel.
2. 7.2 You agree that you will notify us immediately if you become aware of any change in circumstances which may lead you to believe that such information has become known to any unauthorised personnel.
3. 7.3 You agree that we may, from time to time, suspend and/or change your password (at our discretion if we feel that such a step is in the interests of security).
4. 7.4 You agree to only operate Operating System software supplied by Zen Internet for the purposes of operating a Dedicated Server.
5. 7.5 You are responsible for any misuse of the Dedicated Servers, including misuse by your agents or employees or any unauthorized persons. Accordingly, you must implement such security and other procedures and to take steps to ensure that others do not gain access to your account.
6. 7.6 You agree not to break or attempt to break security on any of our network or affiliated networks, or to access an account that does not belong to you. You may not use scripts or programs that interfere with or deny services to other users on any other server, host, network or channel.
7. 7.7 You are entirely responsible for the content of your Dedicated Server. In addition to the restrictions on the use of the Service contained in the General Terms and Conditions of Supply, the Dedicated Servers must not be used:
  1. a) fraudulently or in connection with any criminal offence including, but not limited to, theft, fraud, piracy, drug-trafficking, money laundering and terrorism or unlawful activity;
  2. b) to facilitate or incite terrorism, hatred, violence, sadism, cruelty, racial hatred, prostitution or paedophilia;
  3. c) to send, knowingly receive, upload, download, or use any material that violates current UK law; that is to say materials deemed to be offensive, abusive, indecent, defamatory, obscene, menacing or pornographic, or in breach of copyright, confidence, privacy or any other rights;
  4. d) to provide any links, banners or any information regarding how to obtain access to any material which the Dedicated Servers may not be used for under the General Terms and Conditions of Supply and/or these Specific Terms and Conditions.
8. 7.8 If we become aware that your bandwidth usage is such that you are likely to exceed your specified allocation (in the Service Schedule or Customer Order Form), we will use our reasonable endeavours to notify you of such. If you do exceed your specified bandwidth allocation you will be charged for such excess usage in line with our standard charges as specified in the Service Schedule or Customer Order Form.
9. 7.9 Any fault with the Services, and/or the Equipment, which you detect must be reported to us as soon as possible either:
  1. a) by telephone to Zen Internet's technical support team on 0845 058 9010 during Normal Business Hours (outside Normal Business Hours this will be redirected to a 24/7 faults management team);
  2. b) by e-mail to dedicatedservers@zen.co.uk;
  3. c) to such other telephone number as we may notify to you from time to time for this purpose.
8 OUR RIGHTS
1. 8.1 We may, from time to time, upon not less than one months' written notice to you, elect to provide the Dedicated Servers from Premises other than that previously agreed provided that such Premises afford the same level of service that we provide you. Any cost and expense incurred by us in moving the Service shall be borne by us. Where the Service is moved to another location in accordance with this clause, all references in these Specific Terms and Conditions to Zen's Suite and/or the Premises in which it is situated shall be amended accordingly.
2. 8.2 Where we provide firewall protection in conjunction with the Dedicated Servers, we will not be held responsible for any unauthorised access to your Service, data or content unless caused by our gross negligence.
3. 8.3 Where we are in breach of the Agreement and such breach can be remedied by either re-performance or compliant performance of our obligations within a reasonable time, such re-performance and/or compliant performance shall be your sole remedy in respect of such breach, subject to the SLA.
9 CHARGES
1. 9.1 Except as otherwise provided in the Agreement, all Charges and other sums due from you in respect of the Services and/or Equipment shall be set out in the Customer Order Form and/or the invoice relating to such Services and/or Equipment.
2. 9.2 You shall pay the charges (without any set off or deduction of any kind) on either a monthly, quarterly or annual basis as stated in the Customer Order Form and/or the invoice referred to in Clause 9.1 above.
3. 9.3 All amounts payable by you in accordance with the Agreement shall be exclusive of Value Added Tax ("VAT"), or any other applicable tax or duty, which shall be payable in addition to all such amounts due from you.
4. 9.4 Where the Customer has a 30 day credit account, we will send you a VAT invoice following completion of the provision of the Services. Where you have no credit facility, we will send you a VAT receipt following receipt by us of your payment.
5. 9.5 You agree that you will notify us as soon as possible of any change in your credit/debit card or bank account details. Should you terminate the Services in accordance with this Agreement, it is your responsibility to terminate any standing order with your bank.
10 TERMINATION
1. 10.1 Once the Dedicated Hosting Service has been activated and is available for you to use, you may only end this Agreement by notice equal to the Minimum Cancellation Notice Period which must expire on or after the Minimum Service Period as described in Clause 10.2.
2. 10.2 Unless otherwise stated, the Minimum Cancellation Notice Period is 30 days (to expire on or after the Minimum Service Period).
3. 10.3 We reserve the right to terminate your Agreement in accordance with the General Terms and Conditions of Supply. Upon termination, we will delete all files and content from the Server/Hardware (including but not limited to Web pages, images and database files).
11 NOTICES
1. 11.1 You agree to keep the contact details which you have provided to us up to date. Any notice or other information to be served by us on you in accordance with this Agreement will be validly sent if in writing and sent by either e-mail or first class post to your last known e-mail or postal address. Any notice sent by first class post will be deemed served two days after posting. Any notice sent by e-mail will be deemed served on the day that it is sent.
2. 11.2 Any notice to be served on us must be in writing and sent either by pre-paid first class post to our registered office or by e-mail to retentions@zen.co.uk or to such other address as may be specified by us to you for this purpose from time to time. Any notice sent in accordance with this sub-clause will only be deemed served if and when you have received a written acknowledgement from us.

Dedicated Servers Specific Terms and Conditions

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