Managed Cloud Server Specific Terms and Conditions

For orders placed before Friday, 28th October 2011, 16/09/2011 Managed Cloud Server Specific Terms and Conditions are applicable for existing customers for 30 days after this date. View Change Notice.

28/10/2011

1. 1 DEFINITIONS
2. These Specific Terms and Conditions are to be read in conjunction with Zen's General Terms and Conditions of Supply.
3. Unless set out below, 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.
4. In addition, the following definitions are used in this document:
5. "Application" means any software application that is incorporated into the Managed Cloud Server Service by agreement between you and Zen;
6. "Base Configuration" means the configuration of the Server and the firewall security settings as determined by Zen;
7. "Best Efforts" means we will use our reasonable endeavours to provide a service feature but without any guarantee to do so under the SLA;
8. "Customer" means the person or entity set out in the Customer Order Form and/or anyone authorised by them to access the Managed Cloud Server Service;
9. "Customer Order Form" means the order form for the supply by Zen of the Managed Cloud Server Services;
10. "Data Restore" means restoring data from a backup system;
11. "Host Server" means the platform infrastructure and environment which hosts the Managed Cloud Server;
12. "Managed Cloud Server" means a virtual server which is allocated a portion of computing resources from a Host Server and which is managed by Zen pursuant to these Specific Terms and Conditions;
13. "Managed Cloud Server Service" means any element, including but not limited to the Host Server and the Managed Cloud Server(s), that is described within these Specific Terms and Conditions and which ensures the successful availability and operation of the Managed Cloud Server service i.e. firewalls, network and application software;
14. "Minimum Cancellation Notice Period" means 30 days, or such other period agreed between the parties. In either case the notice will not take effect until on or after the Minimum Service Period has ended;
15. "Non-Zen Provided Application" means any Application which you wish to use on the Managed Cloud Server which is not a Zen Provided Application and which is not licensed, installed, supported or maintained by us;
16. "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;
17. "On-Demand" means we will respond to service issues and support queries upon request;
18. "Operating System" means the computer program that controls the components of the Server and facilitates the operation of the Applications in the Managed Cloud Server Service;
19. "P1 Fault" means a fault which renders the Service unavailable or an operational fault with no work around. End to End communications is unavailable or slow response times are significant meaning that the business is impacted. This is a fault which affects 100% of customers business through service and hardware failure and which affects the SLA. It also includes Emergency/Security Change Requests;
20. "Proactive" means we will automatically monitor services using various monitoring systems and tools and will respond to alerts once they become known to us;
21. "Server" means the Managed Cloud Server and the Host Server;
22. "Service Level Agreement" means the service level agreement relating to the Managed Cloud Server Service that describes the service levels to be met by Zen together with the remedies available to the Customer for failure to meet such service levels;
23. "Service Period" means the period of an individual Service provided in accordance with this Agreement;
24. "Zen Provided Application" means any Application provided by Zen as part of the Managed Cloud Server Service, as listed in Annex 1; and
25. "24/7" means twenty four hours a day, seven days a week, 365 days a year (366 in a leap year).
26. 2 THE SERVICES
    1. 2.1 These Specific Terms and Conditions:
       1. 2.1.1 apply to the provision of the Managed Cloud Server Services; and
       2. 2.1.2 are supplemental to Zen's General Terms and Conditions of Supply.
    2. 2.2 Where there is a conflict or inconsistency between the two documents mentioned at clause 2.1, these Specific Terms and Conditions will apply.
27. 3 CUSTOMER ACCESS
    1. 3.1 As standard, you will not receive Admin/Root access to the Server. FTP access will be provided for Web servers and remote SQL access for SQL servers.
    2. 3.2 If you require Admin/Root access to the Server (for instance if you need to install and manage any Non-Zen Provided Applications), then Admin/Root access may be granted to you.
    3. 3.3 Different service and support commitments will apply depending on the level of access you choose.
28. 4 MANAGEMENT AND SUPPORT
    1. 4.1 Subject to the Service Level Agreement, we will use our reasonable endeavours to ensure that you can contact us by telephone or e-mail:
       1. 4.1.1 24/7 for any P1 Faults; and/or
       2. 4.1.2 during Normal Business Hours for all other faults.
    2. 4.2 Zen's responsibilities are as set out below (a summary is set out at Annex 2):
       

       Where customers do not have Root / Admin access:	Where customers do have Root / Admin access:
       a. supplying, maintaining and monitoring the Server;	a. supplying, maintaining and monitoring the Server;
       b. monitoring the performance, capacity and availability of the Host Server;	b. monitoring the performance, capacity and availability of the Host Server;
       c. monitoring the CPU, RAM and storage utilisation of the Managed Cloud Server;	c. monitoring the CPU, RAM and storage utilisation of the Managed Cloud Server;
       d. setting up the Base Configuration of the Server, the Operating System and Zen Provided Applications;	d. setting up the Base Configuration of the Server, the Operating System and Zen Provided applications;
       e. providing Proactive support to service issues;	e. providing On-Demand support to customers support requests;
       f. Proactively maintaining, updating and supporting the Operating System and Zen Provided Applications, following the initial setup of the Managed Cloud Server Service;	f. providing On-Demand maintenance, updates and support for the Operating system and Zen Provided Applications; following the initial setup of the Managed Cloud Server Service;
       g. backing-up Operating System settings, Zen Provided Applications and file data as per the Back-up schedule detailed in Clause12;	g. providing Best Efforts for Backing-up Operating System settings, Zen Provided Applications and file data as per the Back-up schedule detailed in Clause 12;
       h. in the event of a Server fault not being repairable by Zen, we will use our reasonable endeavours to restore the Server to a previous state	h. in the event of a Server fault not being repairable by Zen, we will use our reasonable endeavours to restore the Server to a previous state using the data back-ups.

    3. 4.3 Zen shall not be responsible for:
       1. 4.3.1 maintenance and support of any Non-Zen Provided Application unless Zen has agreed this separately with you;
       2. 4.3.2 recovering any Non-Zen Provided Application(s)and/or associated data in the event of a Server restore unless we have agreed this separately with you; and/or
       3. 4.3.3 any matters outside the scope of the Managed Cloud Server Service including without limitation any data uploaded by you and/or generated by the Server on your behalf.
29. 5 SERVICE PERIOD
    1. 5.1 The Managed Cloud Server Service will be provided for a Minimum Service Period of 12 months from the date of activation (unless it has ended or it has been suspended earlier than this in accordance with another part of this Agreement).
    2. 5.2 At the end of the Minimum Service Period, the Managed Cloud Server Service will automatically continue until notice is given under clause 13.1 or until it is terminated in accordance with another part of this Agreement.
30. 6 PROVISION OF SERVICE
    1. 6.1 The period starting on confirmation of acceptance by us of a completed Customer Order and ending on the commencement of the Managed Cloud Server Service (the "Provisioning Period") for the Managed Cloud Server Service is a minimum of 3 days.
    2. 6.2 The Provisioning Period is not guaranteed and the actual lead time for the Managed Cloud Server Service will be confirmed to you at the point of order. We will use our reasonable endeavours to inform you on a regular basis about progress and the expected date of completion.
31. 7 SERVICE LEVELS
    1. 7.1 The Service Levels associated with the Managed Cloud Server Service are set out in the Service Level Agreement.
32. 8 CONDITIONS OF USE
    1. 8.1 You agree to:
       1. 8.1.1 provide us with an authorised contact name and an authorised contact number; and
       2. 8.1.2 provide us with an authorised contact name and authorised contact number which can be contacted by Zen 24/7 (where this is different to the name and number provided pursuant to clause 8.1.1); and
       3. 8.1.3 you agree to keep this information up to date and to let us know as soon as possible if these details change.
    2. 8.2 You agree to keep the information set out at clause 8.1.1 & 8.1.2, and any other confidential information provided by or to us in a safe place and to take all necessary steps to ensure the security of such information so that it does not become known to any unauthorised person.
    3. 8.3 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 person.
    4. 8.4 You agree that we may, from time to time, suspend and/or change your password at its discretion if Zen reasonably believes that such a step is in the interests of security.
    5. 8.5 You are responsible for any misuse of the Managed Cloud Server Service, even if a colleague or employee has committed the inappropriate activity. You must, therefore, take steps to ensure that others do not gain access to your account.
    6. 8.6 You agree not to break or attempt to break security on any of Zen's networks 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. 8.7 You are entirely responsible for the content of your user data, including but not limited to your Web pages and associated databases.
    8. 8.8 If you exceed your specified bandwidth allocation you will be charged for such excess usage in line with our then current charges for excess usage.
33. 9 FAULT REPORTING
    1. 9.1 Any fault with the Managed Cloud Server Services must be reported to Zen as soon as possible either:
       1. 9.1.1 by telephone or email during Normal Business Hours; or
       2. 9.1.2 by telephone outside of Normal Business Hours for P1 issues only.
34. 10 ZEN'S RIGHTS
    1. 10.1 Where we provide firewall protection in conjunction with the Managed Cloud Server Service, we will not be held responsible for any unauthorised access to your Service, data or content unless this has been caused by our negligence or wilful misconduct.
    2. 10.2 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.
35. 11 APPLICATION SOFTWARE
    1. 11.1 Subject to the remainder of this clause, an installation charge may be payable in respect of any Application you wish us to install as part of the Managed Cloud Server Service.
       1. 11.1.1 for Zen Provided Applications, which are installed as part of a new Server provision, there will be no Application installation charge; and
       2. 11.1.2 for Zen Provided Applications which are installed after the Server has been provisioned, a one off Application installation charge will be payable at our then current standard rate for such service.
    2. 11.2 Subject to clause 4, patching, supporting and updating any Zen Provided Application(s) will be provided free of charge.
    3. 11.3 Unless otherwise agreed between us, we are not responsible for maintaining, supporting or backing-up Non-Zen Provided Applications.
    4. 11.4 You are responsible for obtaining the necessary licenses and any appropriate consent for the inclusion of any Non-Zen Provided Applications which you source and provide into the Managed Cloud Server Service.
36. 12 DATA BACKUP AND DATA RESTORES
    1. 12.1 Zen will take daily data backups of the Managed Cloud Server Operating System, any Zen Provided Applications and file data, and will retain such back-ups for 14 days.
    2. 12.2 Unless otherwise agreed between us, you will be responsible for the back-up of any Non-Zen Provided Applications and any associated data.
    3. 12.3 Where you have Root/Admin access, we cannot provide service guarantees around the effectiveness of the data back-ups. In instances where back-ups fail, we will be alerted and will endeavour to take corrective actions.
    4. 12.4 You understand and acknowledge that we will not be responsible for the integrity of your data or the fact that the data may be corrupt. We shall not be liable for any loss, claim or damage which is caused by a failed backup and/or Data Restore. You are advised to make local back-ups of your data.
    5. 12.5 One Data Restore is available free of charge per Month, thereafter, a charge will be payable for each Data Restore at our standard rate for such service from time to time in force.
37. 13 TERMINATION
    1. 13.1 Once the Managed Cloud Server Service has been activated and is available for you to use, you may end this Agreement by giving notice equal to the Minimum Cancellation Notice Period.
    2. 13.2 Upon termination, we will immediately delete all files and content (including but not limited to Web pages, images and database files).
    3. 13.3 It is your responsibility to make arrangements for the transfer of your data prior to the termination date. We cannot accept any liability for any loss or damage incurred by you as a result of the deletion of such data.

Annex 1 – Application Software

¹ Windows Only

² Linux Only

Annex 2 – Service Features/Commitments based on Customer Access

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