Homepage > Service Level Agreement
Direct Clan Hosting Ltd
- And -
(Client Name)
COLOCATION AND BANDWIDTH MASTER SERVICE AGREEMENT
(19/03/09)
VERSION 1.8
AN AGREEMENT 19/03/09
BETWEEN:
1) whose office is at
And
2) Direct Clan Hosting Ltd whose office is at Hill Top House, 302 Ringinglow Road, Sheffield, S117PX
THE PARTIES AGREE AS FOLLOWS:
1. This Master Services Agreement comprises:
(a) This signature page;
(b) The Direct Clan Hosting Ltd General Terms and Conditions
(c) Any accepted Service Order; and
(d) The Direct Clan Hosting Ltd Service Level Agreement(s) (“SLA”) below.
2. Subject to the terms of this Master Service Agreement, Direct Clan Hosting Ltd agrees to provide and the
Customer agrees to purchase certain communications and/or data services (“Service(s)”) which are described
more particularly on any accepted Service Order.
3. In the event of conflict between the documents comprising this Master Services Agreement, precedence shall
be given to the parts in the following order: (i) this signature page; (ii) the accepted Service Order; (iii) the
Special Conditions; (iv) the SLA.
4. This Master Services Agreement may be entered into by the parties on any number of separate counterparts
Each of which when so executed and delivered to the other party shall be an original.
5. Remote Hands and Chargeable Support Policy.
6. Any amendments, additions or deletions to this Master Services Agreement must be clearly stated in the
A Director of Direct Clan Hosting Ltd signs section “Special Conditions” on Schedule 2 before this document
London Ltd. Any amendments pertaining to any Customer Service Order must be marked in the section labelled
“Special Conditions” before the order is accepted by Direct Clan Hosting Ltd. Any amendments that are not
Within these defined areas will NOT be considered accepted and the existing term will stand in its entirety.
IN WITNESS the parties have signed this Agreement on the date referred to above.
SIGNED by Joshua Nailor
…………………………………………………….
For and on behalf of
Direct Clan Hosting Ltd
SIGNED by
…………………………………………………….
For and on behalf of
SCHEDULE 1
TERMS AND CONDITIONS OF BUSINESS
General Terms and Conditions
1. Definitions
1.1 In these Conditions the following terms and phrases shall have the following meanings:
“AUP” means Acceptable Use Policy as specified in the Schedule 3 document.
“Agreement” shall mean the Master Services Agreement concluded between Direct Clan Hosting Ltd of which these Conditions form
Part.
“Excess Usage Charges” shall mean excess traffic usage in any particular month that exceeds the Committed Data Rate.
“Charges” shall mean together the Connection Charge and/or Service Charge payable by the Customer to Direct Clan Hosting Ltd
For a Service as set out in the applicable Service Order and revised from time to time in accordance with Clause 3.
“Colocation” shall mean to house equipment in Direct Clan Hosting Ltd space, be it privately owned premises or rented space.
“Committed Data Rates” (CDR) shall mean the minimum data rate committed by the customer and set forth in the customer order
(Expressed in Megabits per second).
“Confidential Information” shall mean all information (in whatever format) designated as such by either Party or any information which
Relates to the business, affairs, customers, products, developments, trade secrets, know-how and personnel of either Party and which
may reasonably be regarded as the confidential information of the disclosing Party.
“Connection Charge” shall mean the connection charge (together with any applicable tie cable charge) set out in a Service Order.
“Connection Notice” shall mean a written notice from Direct Clan Hosting Ltd that the Service ordered has been installed by
Direct Clan Hosting Ltd pursuant tot the Customer Service Order, and has been tested and is functioning properly.
“Customer Equipment” shall mean equipment, systems, cabling and facilities provided by the Customer and connected to the Service
Equipment or the Network to obtain the Service
“Customer Site” shall mean any premises owned, leased or licensed by the Customer and specified in a Service Order at which the
Service is to be provided
“Excused Outage” Any outage, unavailability, delay or other degradation of service related to, associated with or caused by: scheduled
Maintenance events, customer actions or inactions, over 70% utilization of any bearer circuit. Customer provided power or equipment,
Any third party excluding any third parties directly involved in the operation and maintenance of the DCH network but including limitation.
Customer’s end users, third party network providers, traffic exchange points controlled by third parties, fibre cuts by third parties or any
Power, equipment or services provided by third parties, or an event of force majeure.
“Force Majeure Event” shall mean any cause beyond a Party’s reasonable control affecting the performance of its obligations
Hereunder including but not limited to fire, flood, explosion, accident, war, strike, embargo, acts of any governmental authority (including
Refusal or revocation of any licence or consent), Act of God, outbreak of hostilities, riot, civil disturbance, acts of terrorism, inability to
Secure materials, industrial disputes (excluding disputes involving the employees of either Party) and acts or omissions of other providers
Of telecommunications services.
“Network” shall mean the telecommunication system over which Direct Clan Hosting Ltd provides the applicable Services.
“Services” shall mean the communication or data services more particularly described on the Service Order
“Service Charge” shall mean the recurring charge for use of the Service as set out in the applicable Service Order
“Service Commencement Date” means the date set out in the applicable Service Order.
“Service Equipment” shall mean any equipment, or cabling provided by Direct Clan Hosting Ltd to the Customer and installed at the
Customer Site in order to enable the Customer to connect to the Network and use the Service. Service Equipment shall not include the
Network or any equipment, which is the subject of a separate supply contract between Direct Clan Hosting Ltd and the Customer.
“Service Order” shall mean a request for Services to be provided under the terms of this Agreement.
“Service Term” shall mean in relation to any particular Service (unless otherwise stated in the applicable Service Order) thirty six (36)
Months from the Service Commencement Date.
“SLA” shall mean Service Level Agreement.
“Direct Clan Hosting Ltd Affiliate” shall mean any company of which Direct Clan Hosting Ltd is a Subsidiary, any Subsidiary
That company and any Subsidiary of Direct Clan Hosting Ltd, the term “Subsidiary” having the meaning ascribed thereto in Section
736 and 736A of the Companies Act 1985.
1.2 The headings of clauses and paragraphs in this Agreement are for ease of reference only and shall not be taken into account in the
Construction or interpretation of the clauses to which they refer.
1.3 In this Agreement, words importing the singular include the plural; words importing any gender include every gender and words
Importing persons include bodies corporate and unincorporated and in each case vice versa.
1.4 References to a particular Clause are to be construed as references to clauses of, these Conditions or this Agreement as the case
May be.
1.5 References to any statute, statutory provision or other enactment include a reference to that statute, provision or enactment as from
Time to time amended, extended or re-enacted.
1.6 The words “include” or “including” are to be construed without limiting the generality of any preceding words.
2. Service Provision
2.1 The Customer may from time to time deliver Service Orders to Direct Clan Hosting Ltd. Any Service Order shall be in the form as
Below or as specified from time to time by Direct Clan Hosting Ltd and notified to the Customer or such other form as the Customer
May deliver to Direct Clan Hosting Ltd and Direct Clan Hosting Ltd may in its discretion accept.
2.2 Each Service Order shall be binding on both parties only after it is accepted and signed by Direct Clan Hosting Ltd, such
Acceptance to include the carrying out to Direct Clan Hosting Ltd’s satisfaction of appropriate credit checks against the Customer.
Except as otherwise agreed by the parties, the Customer shall not be obliged to submit, nor shall Direct Clan Hosting Ltd be obliged
To accept, any Service Order.
2.3 Upon receipt by Direct Clan Hosting Ltd of the Direct Debit mandate signed by customer, Direct Clan Hosting Ltd shall not
Require any security deposit. Should the customer fail to sign and return a Direct Debit mandate then a security deposit shall be required
By Direct Clan Hosting Ltd. Direct Clan Hosting Ltd shall refund any balance of the deposit to the Customer where it ceases to
Provide the relevant Service provided the Customer has paid any outstanding Charges.
2.4 Direct Clan Hosting Ltd shall provide and maintain each Service during the Service Term in accordance with any applicable SLA.
2.5 Direct Clan Hosting Ltd may for operational reasons change the technical specification of a Service, provided that any change
Does not materially affect the performance of the Service and Direct Clan Hosting Ltd provides the Customer with details of such
Changes prior to their implementation.
3. Payment
3.1 The Customer shall pay the Charges for the Services set out in the Service Orders. The connection charge shall be paid prior to
Provision of service and subsequent invoices paid by Direct Debit.
3.2 It is a condition of the Service Agreement that a Direct Debit instruction is completed and returned to Direct Clan Hosting Ltd upon
Signature of the Service Agreement.
3.3 Should Direct Clan Hosting Ltd be unable to create a Direct Debit for the Customer due to geographic banking restrictions, it will
Become the sole responsibility of the Customer to pay any bank charges that may occur from international transfers.
3.4 Unless otherwise stated in a Service Order, the Charges for a Service shall not be increased during the initial 12 months of the
Service Term unless the charges from Direct Clan Hosting Ltd suppliers of the data centre collocation facilities increase the charges
At any time. The customer shall be forwarded 30 days written notice of any increase.
3.5 Direct Clan Hosting Ltd shall be entitled 30 days before and at any time after the expiry of the Service Term to increase Service
Charges for a Service upon thirty (30) days written notice to the Customer.
3.6 Connection Charges for a Service shall accrue on the date of acceptance of a Service Order pursuant to Clause 2.2 and may be
Invoiced on or at any time thereafter.
3.7 Service Charges for a Service shall accrue from the Service Commencement Date and shall be invoiced quarterly in advance unless
Otherwise stated in the Service Order. Service provided for part of a month will be charged on a pro-rata basis. Unless the customer
Delivers written notice to Direct Clan Hosting Ltd within three working days of customers receipt of the connection notice that Service
Is not installed in accordance with the Customer Service Order and functioning properly, billing will commence from applicable Service
Commencement Date as specified in section 7.2, regardless of whether Customer has procured services from other suppliers needed to
Operate the Service regardless of whether Customer is otherwise prepared to accept delivery of Service.
3.8 All invoices shall be paid within 30 days of the date thereof or on the earlier payment date as stated on the invoice.
3.9 All invoices for excess bandwidth usage shall be paid within 30 days of the date thereof.
3.10 Interest shall accrue on overdue invoices from the due date until payment (whether before or after judgment) at the rate of 4% over
Base per annum. Interest shall accrue not withstanding termination of this Agreement or any Service for whatever reason.
3.11 All sums due to Direct Clan Hosting Ltd are exclusive of value added tax and any other applicable sales tax or duty, which shall
Be invoiced and payable at the then prevailing rate.
3.12 In the event that the Customer fails to make payment of any invoices in accordance with Clause 3.7 and 3.8, Connexions 4 London
Ltd shall be entitled in addition to any other right of remedy which it might have under this Agreement or otherwise at law to set off any
Sums owing to it from the Customer against any deposit provided to it in accordance with Clause 2.3.
3.13 Excess bandwidth usage shall be calculated on 95th Percentile, 5 minute average model and shall be due 30 days after the end of
The month for which the excess usage was calculated upon. The bandwidth is charged in per Mbps unless stated otherwise and is
Rounded up to the nearest Mbps.
3.14 The Customer hereby acknowledges and agrees that it’s obligations to pay all amounts and charges due hereunder, and the rights
Of Direct Clan Hosting Ltd to such payments shall be absolute, unconditional and irrevocable and shall not be affected by any
Circumstances of any character, including, without limitation, any set-off, abatement, counterclaim, suspension, recoupment, reductions,
Rescission, defence or other right or claim that Customer may have against Direct Clan Hosting Ltd.
3.15 In the event that a customer account becomes overdue for payment, Direct Clan Hosting Ltd shall serve a seven (7) day period
Disconnection notice. Direct Clan Hosting Ltd reserves the right to lock your account and equipment should payment not be received
By Direct Clan Hosting Ltd.
3.16 Direct Clan Hosting Ltd reserves the right to suspend the connection(s) should payment for invoices become more than fourteen
(14) Days overdue. A reconnection and administration fee will be applied in accordance with Clause 4.6 at the rate of £195 per
Reinstatement/connection.
3.17 Direct Clan Hosting Ltd understands and will exercise its statutory right to claim interest and compensation for debt recovery
Costs under the late payment legislation if we are not paid according to agreed credit terms.
3.18 If a Customer reasonably disputes any portion of an invoice, the Customer must pay the undisputed portion of the invoice and
Submit a written claim for the disputed amount within 14 days of receipt of the customer.
If the Customer disputes any portion of an invoice based upon usage of the Services, Direct Clan Hosting Ltd’s records of such usage
Shall be presumed to be accurate unless proved otherwise by an independent expert.
The Customer waives the right to dispute any charges not disputed within 14 days of the invoice date. If the dispute is resolved against
The Customer, the Customer shall pay such amounts plus interest at the rate set forth in Clause 3.9.
4. Service Suspension
4.1 Direct Clan Hosting Ltd may, at its sole discretion and without prejudice to any right, which it might have to terminate this
Agreement or a Service, elect to suspend forthwith provision of any Service until further notice in the event that:
(a) Direct Clan Hosting Ltd is entitled to terminate this Agreement or such Service; or
(b) Direct Clan Hosting Ltd is obliged to comply with an order, instruction or request of government, an emergency service
Organisation or other competent administrative authority, which affects its ability to provide the Service
4.2 Direct Clan Hosting Ltd may from time to time suspend a Service in accordance with any applicable SLA found in this Master
Service Agreement to carry out any necessary maintenance work to the Network or the Service Equipment.
4.3 In the event the suspension is implemented as a consequence of the breach, fault, act or omission of the Customer, the Customer
Shall pay Direct Clan Hosting Ltd all reasonable costs and expenses incurred by the implementation of such suspension and/or
Recommencement of the provision of the Service and Direct Clan Hosting Ltd may recover any other losses suffered as a result of
Such breach, fault, act or omission.
4.4 Direct Clan Hosting Ltd shall not be liable for any loss, damage or inconvenience suffered by the Customer as a result of any
Suspension pursuant to Clause 4.1 save where the circumstances set out in Clause 4.1 is solely attributable to the negligence of
Direct Clan Hosting Ltd.
4.5 Direct Clan Hosting Ltd reserves the right to suspend the account in accordance with Clause 3.12.
4.6 Where a disconnection of Services has occurred as a result of a Clients non-payment under section 3.6, 3.12 or 3.13, a £195
Reinstatement/reconnection fee will apply to reactivate the Services, in addition to full payment of the balance due on the account.
Reactivation of the Services will only be performed during Working Hours.
5. Warranties
5.1 In performing its obligations under this Agreement, Direct Clan Hosting Ltd shall at all times exercise the reasonable skill and care
Of a competent telecommunications operator.
5.2 There are no warranties, representations or agreements, expressed or implied either by operation of law, statutory or otherwise,
Except those expressly set forth herein and any such implied warranties are expressly excluded.
6. Liability
6.1 Subject to Clause 6.4 but notwithstanding anything else in this Agreement, the Customer’s sole and exclusive remedy and
Direct Clan Hosting Ltd’s sole liability for unavailability, delay in provision or unsatisfactory performance of a Service shall be payment
Of any compensation or service credits set out in the applicable SLA.
6.2 Subject to Clauses 6.1 and 6.4, Direct Clan Hosting Ltd’s total aggregate liability to the Customer in respect of all causes of action
Arising under or in connection with this Agreement in each calendar year shall be limited to a sum equal to the Charges payable by the
Customer to Direct Clan Hosting Ltd in that calendar year or £10,000 if higher.
6.3 Subject to 6.1, 6.4 and 6.5 but notwithstanding anything else in this Agreement, neither Party shall in any event be liable to the other
In contract, tort (including negligence or breach of statutory duty) or otherwise for harm to business, lost revenues, loss of anticipated
Savings or loss of profits or for any other indirect or consequential losses.
6.4 Nothing in this Agreement shall serve to limit either Party’s liability in respect of death or personal injury caused by or arising from
That Party’s negligence, or for fraud.
6.5 Nothing in this Agreement shall serve to limit the Customer’s liability to indemnify Direct Clan Hosting Ltd under Clause 8.6, 8.7 or
9.2.
6.6 Should any limitation or provision contained in this Clause 6 be held invalid under any applicable statute or rule of law it shall to that
Extent be deemed omitted.
6.7 Direct Clan Hosting Ltd shall in no circumstances (whether before or after termination of this Agreement) be liable to the
Customer for any loss of or corruption to data or programs held or used by or on behalf of the Customer and the Customer shall at all
Times keep adequate backup copies of the data and programs held or used by or on behalf of the Customer.
6.8 Upon the hardware fault of a product supplied to the Client, Direct Clan Hosting Ltd shall endeavour to replace or repair the
Hardware within reasonable time period. Direct Clan Hosting Ltd shall reinstall the system to the latest backup of the client, or if non
Existent shall reinstall to its original configuration.
6.9 The Customer shall be solely responsible for establishing and maintaining user-access security and network access.
6.10 Under no circumstances will Direct Clan Hosting Ltd be held liable for the corruption of data or system from Virus, Hackers or
Cause generated from any unauthorised users or security breach. All costs related to the securing of servers shall be borne by the client.
Repairing or reinstallation of any software due to this is charged at £100/hr.
6.11 Notwithstanding anything to the contrary, Customer waives and releases any and all claims and rights of recovery against
Direct Clan Hosting Ltd and its Representatives for liability or damages covered by Customer’s insurance policies, as stated in 8.12.
Customer’s waiver shall not be limited by the amount of Customer’s insurance and shall include the deductible. Further, all claims and
Rights of recovery by subrogation shall be waived against Direct Clan Hosting Ltd and its Representatives.
6.12 Direct Clan Hosting Ltd has public liability insurance to the value of £2,000,000.00. Further details can provided upon request.
7. Terms and Termination
7.1 Term
The Customer recognises Direct Clan Hosting Ltd pricing takes into account many factors including but not limited to: other carrier
Commitments, initial costs, advance replacement equipment levels, spare parts stock, technical staffing, administrative staffing and
Insurance arrangements. Strict adherence to Term Commitments and notice periods are therefore of the essence.
The initial term of each Customer Service Order (measured from the actual Service Commencement Date) shall be thirty six (36)
Months (“Term Commitment”) and the Customer agree to pay for the Services for such a period of time. After expiry of the initial Term
Commitment, the Term Commitment shall be extended by one year and subsequently each year on each anniversary of the
Commencement date, until terminated by either Direct Clan Hosting Ltd or the Customer upon written notice to be delivered not less
Than ninety (90) days prior to the end of the initial Term Commitment or the end of any subsequent Term Commitment.
7.2 Service Commencement
Upon installation and testing of the Service ordered in any Customer Service Order, Direct Clan Hosting Ltd will deliver to Customer a
Connection Notice. Upon receipt of such Connection Notice the customer shall have a period of three Working Days to test the Service
And confirm that the Service has been installed and functioning properly.
The Service Commencement Date shall be the first to occur of the following:
The date upon which Customer acknowledges in writing that the Service has been installed and is functioning properly as set forth
Above; or
The date of the Connection Notice, unless the Customer notifies Direct Clan Hosting Ltd that the Service is not functioning
Properly within three Working Days; or
The date Customer begins actually using the Service.
If any Customer Order for Colocation Space is altered (including, without limitation, any changes in the configuration or build-out of the
Colocation Space) at Customer’s request after Direct Clan Hosting Ltd’s acceptance of a Customer Order and such alteration results
In a delay of delivery of such Colocation Space to Customer, billing for such Colocation Space shall commence no later than the original
Service Delivery Date.
7.3 Cancellation prior to Service Commencement Date
The Customer may cancel a Customer Service Order after Direct Clan Hosting Ltd’s Acceptance of an order and prior to the Service
Commencement Date upon written notice to Direct Clan Hosting Ltd.
In such an event, or if delivery of Service is terminated by Direct Clan Hosting Ltd prior to deliver of a Connection Notice due to failure
Of the Customer to comply with this Master Services Agreement, then the Customer shall pay to Direct Clan Hosting Ltd a
Cancellation charge in an amount equal to:
(a) In the case of Colocation Space, the costs incurred by Direct Clan Hosting Ltd in returning the Colocation Space to a
Condition suitable for use by third parties; plus
(b) Any third party cancellation charges related to the installation or cancellation of Service; plus
(c) All non-recurring charges detailed in the Customer service Order (including and non-recurring charges that were waived by
Direct Clan Hosting Ltd at the time of the Customer Service Order) for the cancelled Service; plus
(d) 50% of the total recurring charges for the cancelled Service, which would have been received until the expiry of the Term
Commitment had the Customer Service Order not been cancelled; plus
(e) Interest at a rate of 1% per month (or if disputed the maximum rate allowable in law) or part thereof on the total of all sums
Recoverable from the effective date of termination until payment.
The Customer’s right to cancel any Service under this Section 7.2 shall automatically expire upon Direct Clan Hosting Ltd’s
Delivery to Customer of a Connection Notice for such Service.
7.4 Cancellation after Service Commencement Date
The Customer may cancel Service after the Customer Commencement Date for a particular Service and prior to the end of the Term
Commitment by delivery of written notice to Direct Clan Hosting Ltd of not less those ninety (90) days before such cancellation is to be
Effective.
In such event, or if Direct Clan Hosting Ltd cancels all or any portion of any Customer Service Order due to breach of any term or
Condition by the Customer (including those occurrences listed in section 7.5.2 below) then Customer shall pay cancellation charges in
An amount equal to:
(a) In the case of Colocation Space, the costs incurred by Direct Clan Hosting Ltd in returning the Colocation Space to a
Condition suitable for use by third parties; plus
(b) Any third party cancellation charges related to the installation and/or termination of the Service; and the non-recurring charges
(Including any non-recurring charges that were waived by Direct Clan Hosting Ltd at the time of the Customer Service Order) for
The cancelled Service; plus
(c) 100% of the remaining charges which would have been incurred by the Customer from the effective date of cancellation to the
End of the Term Commitment less a discount of 10% for each whole year remaining; plus
(d) Interest at a rate of 1% per month (or if disputed the maximum rate allowable by law) or part thereof on the total of all sums
Recoverable from the effective date of termination until payment.
7.5 Cancellation for Default
7.5.1 Cancellation by the Customer
(a) If installation of Service is delayed for more than thirty (30) Working Days beyond the Service Delivery Date for reason
Other than an Excused Outage, the Customer may cancel the affected Service upon written notice delivered at any time prior
To Direct Clan Hosting Ltd’s delivery of the Connection Notice for the affected Service.
(b) If Direct Clan Hosting Ltd materially breaches or fails to perform any material provision of the Customer Service Order
(Other than as provided in 7.5.1(a) above) and Direct Clan Hosting Ltd has not cured such breach within thirty (30) days
After the delivery of written notice by the Customer to Direct Clan Hosting Ltd then the Customer may cancel the Customer
Service Order upon prior written notice delivered at any time while such breach continues. In such event, the Customer will
Not be liable for any cancellation charges but the Customer will pay for any Services actually provided.
(c) Any bankruptcy, insolvency, receivership or winding up proceeding is commenced respecting the Customer.
7.5.2 Cancellation by Direct Clan Hosting Ltd
Direct Clan Hosting Ltd may, upon written notice to the Customer, terminate a Customer Service Order or cancel the Customer
Service Order and discontinue Service without liability if:
(a) The Customer fails to pay any past due balance for Service (other than amounts reasonably disputed under Section
3.1.7) Within 7 Working Days after written notice from Direct Clan Hosting Ltd;
(b) The Customer fails to cure its breach (other than subsections (a), (b), (d) and (e) of this Section 7.5.2) of any provision of
The Customer Service Order or any Customer Service Order within thirty (30) days after delivery of written notice to the
Customer by Direct Clan Hosting Ltd;
(c) The Customer violates any law, rule, regulation or policy of any government authority related to the Services.
(d) The Customer makes a material misrepresentation in any submission of information in a Customer Service Order or the
Customer Service Order or any other information submitted to Direct Clan Hosting Ltd.
(e) The Customer engages in conduct that in Direct Clan Hosting Ltd’s reasonable opinion causes or is likely to cause
Damage to Direct Clan Hosting Ltd’s network, Facilities or third parties using such network or Facilities; the Customer
Engages in any fraudulent use of Service; or
(f) Any bankruptcy, insolvency, receivership or winding up proceeding is commenced respecting the Customer;
Notwithstanding the foregoing, Direct Clan Hosting Ltd may cease providing Services if Direct Clan Hosting Ltd receives
An order of any court or other government authority having jurisdiction, which prevents Direct Clan Hosting Ltd from
Furnishing Services.
7.6 Removal of Equipment
Within ten (10) days following the effective cancellation/termination of the Term Commitment for any Colocation Space, the Customer
Shall remove the entire Customer’s equipment from the Colocation Space. If the Customer fails to remove the Customer’s equipment
Within such ten (10) day period, Direct Clan Hosting Ltd may, at the Customer’s sole cost and expense, disconnect, remove and store
Or dispose of the Customer’s equipment without prior notice. The Customer agrees to pay all costs and expenses associated with
Direct Clan Hosting Ltd’s disconnection, removal and disposal and storage of Customer equipment, and all other charges due and
Owing by the Customer to Direct Clan Hosting Ltd under this Service Agreement prior to Direct Clan Hosting Ltd returning any
Customer equipment still in Direct Clan Hosting Ltd’s possession. Direct Clan Hosting Ltd shall not be liable for any loss or damage
Incurred by the Customer arising out of Direct Clan Hosting Ltd’s disconnection, removal, storage or disposal of the Customer’s
Equipment.
8. Customer Obligations
8.1 The Customer shall grant or shall procure the grant to Direct Clan Hosting Ltd of all licences, waivers or consents necessary to
Permit Direct Clan Hosting Ltd to install, keep and maintain the Service Equipment at the DCH Customer Site.
8.2 The Customer shall grant or shall procure the grant to Direct Clan Hosting Ltd of such rights of access to each Connexions 4
London Ltd Customer Site and shall provide to Direct Clan Hosting Ltd such facilities and information as Direct Clan Hosting Ltd
May reasonably require enabling it to perform its obligations under this Agreement.
8.3 The Customer shall notify Direct Clan Hosting Ltd of any existing technical or other facilities including, but not limited to water and
Gas, which could be damaged during the installation of the Service Equipment at the Customer Site and Direct Clan Hosting Ltd shall
Have no liability in respect of any damage or loss arising out of the Customer’s failure to comply with its obligations under this Clause
8.3.
8.4 The Customer shall at its own expense comply with Direct Clan Hosting Ltd’s reasonable instructions in relation to the
Modification of the Customer Equipment to enable the Customer to receive a Service.
8.5 The Customer shall be liable for any and all damage to the Service Equipment or the Network, which is caused by:
(a) The act or omission of the Customer or the Customer’s breach of the terms of this Agreement; or
(b) Malfunction or failure of any equipment or facility owned or operated by the Customer or its agents, employees or suppliers,
Including but not limited to, the Customer Equipment.
8.6 The Customer shall identify, monitor, remove and dispose of any hazardous materials prior to any work being performed by
Direct Clan Hosting Ltd at a Customer Site, and the Customer shall indemnify, defend and hold Direct Clan Hosting Ltd harmless
From any liability incurred as a result of its failure to comply with this Clause 8.6.
8.7 The Customer warrants that it shall ensure that any Customer Equipment connected to the Network and Service Equipment shall
Comply with all relevant legislation, standards and licence requirements. Direct Clan Hosting Ltd reserves the right to disconnect any
Customer Equipment which is not compliant with any legal or regulatory requirements or is liable to cause death or personal injury or to
Cause damage to or to impair the Network or Service Equipment. The Customer shall indemnify, defend and hold Connexions 4 London
Ltd harmless from any liability incurred as a result of its failure to comply with this Clause 8.7.
8.8 The Customer warrants and undertakes:
(a) That it shall house the Service Equipment in accordance with Direct Clan Hosting Ltd’s reasonable instructions as may be
Given from time to time;
(b) That it shall not move, modify, relocate or in any way interfere with the Service Equipment or the Network;
(c) That it shall not cause the Service Equipment to be repaired serviced or otherwise attended to except by an authorised
Representative of Direct Clan Hosting Ltd;
(d) That it shall not remove, tamper with or obliterate any words or labels on the Service Equipment;
(e) That it shall not create or allow any charges, liens, pledges or other encumbrances whatsoever to be placed on the Service
Equipment. Title to the Service Equipment shall at all times belong and remain with Direct Clan Hosting Ltd or the relevant
Direct Clan Hosting Ltd Affiliate;
(f) That it shall not use the Service Equipment except in accordance with such reasonable written instructions as Connexions 4
London Ltd may from time to time give;
(g) That, upon termination of a Service, it shall allow Direct Clan Hosting Ltd access to the Direct Clan Hosting Ltd Customer
Site to remove the Service Equipment. Should any construction or alteration to the Direct Clan Hosting Ltd Customer Site have?
occurred to facilitate provision of the Service, Direct Clan Hosting Ltd shall not be obliged to restore the Connexions 4 London
Ltd Customer Site to the same physical state as prior to Service delivery.
8.9 The Customer shall advise Direct Clan Hosting Ltd in writing of all health and safety at work rules and regulations, of all
Dangerous objects and substances, and any other reasonable security requirements applicable at the Customer Site and Connexions 4
London Ltd shall use all reasonable efforts to observe, and to ensure that its employees and authorised representatives observe, such
Regulations while at the Customer Site, provided that Direct Clan Hosting Ltd shall not be liable hereunder if as a result of conforming
With such regulations Direct Clan Hosting Ltd is in breach of its obligations under this Agreement.
8.10 Nothing in these Conditions shall preclude the Customer from providing capacity or other services derived from the Services to
Third parties without obtaining Direct Clan Hosting Ltd’s consent, provided that any use of such Services shall be subject to the
Provisions of this Agreement. The Customer shall at all times remain solely liable for the obligations ascribed to under this Agreement
And Customer agrees to indemnify, defend and hold Direct Clan Hosting Ltd harmless against and assumes all liability for all actions,
Demands, damages or claims of any nature arising out of or resulting from a contractual or other relationship between the Customer and
Any such third parties as it relates to this Agreement or the use of the Services.
8.11 To abide by the AUP. Direct Clan Hosting Ltd will notify the Client of any significant changes to its AUP and afford the Client a
Reasonable time to comply with any changed provisions.
8.12 Customer shall maintain, during the term of this Agreement, the following insurance coverage’s: 1) Comprehensive General
Liability Insurance, 2) All-risk insurance, including earthquake, fire and flood, insuring the full replacement cost of Customer Equipment,
And 3) all applicable Worker’s Compensation and Employer’s Liability insurance.
8.13 If the customer does not abide by the AUP, Direct Clan Hosting Ltd reserves the right to charge admin fees and all associated
Costs to rectify the situation. A £50 admin fee will be charged if items are left outside of the customers paid for colocation space, plus
Additional engineer time to move the equipment into storage if required.
9. Maintenance
9.1 If the Customer detects any defect or impairment in the operation or performance of the Ethernet Services and/or applicable
Connection, it shall notify Direct Clan Hosting Ltd of the nature of such defect or impairment. Direct Clan Hosting Ltd shall respond
Promptly after such notification and shall make the necessary corrections in accordance to the Service Level Agreement.
9.2 If Direct Clan Hosting detects any defect or impairment in the operation or performance of the Equipment, it shall notify the
Customer of the nature of such ad defect or impairment. The Customer shall after such notification comply with its obligations under
Clause 8 and shall make the necessary corrections as instructed by Direct Clan Hosting Ltd.
9.3 Subject to Clause 9.6 below, Charges for maintenance are included in the product charges.
9.4 Direct Clan Hosting Ltd will be entitled to charge the Customer and the Customer will pay a Service Fee at Connexions 4 London
Ltd’s then current reasonable charging rates to the extent that the need for any maintenance results from any one or more of the
Following
9.4.1 Misuse or neglect of or accidental or wilful damage to the Equipment where such misuse, neglect or damage occurs beyond
The point of interconnect in the Sites; or
9.4.2 Failure by the customer to comply with any of the provisions of this Agreement; or
9.4.3 Fault in, or other problem associated with the Customer’s System other than the Connection(s) PROVIDED
THAT in the case of any event referred to in Clause 9.6 Direct Clan Hosting Ltd shall have given the Customer reasonable
Written notice of its intention to charge such Service Fee.
9.5 From 1st January 2007 (until otherwise notified by service of written notice to the Customer) Direct Clan Hosting Ltd’s current
Service Fee is calculated on the following basis:
9.5.1 £500.00 plus VAT for each callout which shall include, a period time of four (4) hours duration, which period shall include one
Engineer’s travel time to the fault address premises identified by the Customer; and
9.5.2 thereafter each additional man-hour on the same callout shall be charged at £80.00 plus VAT, for a minimum of one (1) hour
Or part thereof.
9.6 In the event that the Customer prevents or delays the performance of maintenance services as described in this Agreement,
Direct Clan Hosting Ltd shall have the right to charge to the Customer all-reasonable costs incurred by such delay or prevention.
9.7 Remote Hands and Chargeable Support consists of on-site, maintenance and support consistent with Direct Clan Hosting Ltd’s
Then current Remote Hands and Chargeable Support Service Policy as detailed within this current document and amended by
Direct Clan Hosting Ltd from time to time and which is available to Customer upon request. The Customer may order and pay for
Direct Clan Hosting Ltd to perform Remote Hands or Chargeable Support services on customer’s equipment within the Colocation
Space, which shall be performed at Customer’s request and in accordance with the Customer’s verbal or written directions.
9.8 In the event that Direct Clan Hosting Ltd assigns to the Customer an IP address as part of the provision of Services, such IP
Address shall (upon Direct Clan Hosting Ltd’s request and to the extent permitted by law) revert to Direct Clan Hosting Ltd after
Termination of the Customer Service Order for any reason whatsoever, whereupon the Customer shall cease using such address. At any
Time after such termination, Direct Clan Hosting Ltd may re-assign such address to another user.
10. Contents of Communications
10.1 The Customer shall only use the Services for lawful purposes and is responsible for all communications and use of the Services.
The Customer shall not at any time use (or authorise or suffer any other party to use) the Services:
(a) To receive or transmit material which is in violation of any law or regulation (including the rights of a third party and Internet
Etiquette of which the Customer is aware);
(b) To, or attempt to, intercept any messages passing over the Network;
(c) Knowingly to transmit any messages over the Network (including any viruses) which cause or are likely to cause detriment or
Harm, to computer systems, networks or otherwise, owned, used or licensed by Direct Clan Hosting Ltd or other Internet users;
(d) To, or attempt to, transact unsolicited commercial e-mail (“UCE”), including hosting or suffering the hosting of sites or
Information that is advertised by UCE from a third party network or supplier; or
(e) For any other illegal or immoral purpose.
10.2 The Customer shall indemnify Direct Clan Hosting Ltd in respect of all claims and liabilities incurred as a result of a breach by
The Customer of Clause 9.1 (including claims by governmental entities seeking to impose penal sanctions).
11. Severability
If any provision of this Agreement is held by a court or any governmental agency or authority to be invalid, void or unenforceable, the
Remainder of the Agreement shall to the extent possible remain legal, valid and enforceable.
12. Variation
This Agreement may be amended only in writing signed by both parties, save that Direct Clan Hosting Ltd may amend this
Agreement with immediate effect, in order to comply with any law or a ruling or a decision of any regulatory body or any SLA if, and on
The terms, stated therein.
13. Force Majeure
Notwithstanding anything herein to the contrary, neither Party shall be liable for any delay or failure in performance of any of its
Obligations under this Agreement (other than payment obligations set out in Clause 3) to the extent that such delay or failure is
Attributable to a Force Majeure Event, and the Service Term of any Service rendered unavailable by the Force Majeure Event shall be
Extended by the time that the Service is rendered unavailable.
14. No Partnership
Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute or be deemed to constitute
Between the Parties a partnership, association, joint venture, or other cooperative entity.
15. Confidentiality
15.1 Subject to Clause 15.2, each Party shall:
(a) Only use Confidential Information for the purposes of this Agreement; and
(b) Only disclose Confidential Information to a third party with the prior written consent of the other Party; and
(c) Ensure that any third party to whom Confidential Information is disclosed executes a confidentiality undertaking in the terms of
This Clause 15.
15.2 The provisions of Clause 15.1 shall not apply to any Confidential Information which:
(a) Is or comes into the public domain other than by breach of this Clause 15;
(b) Is or has been independently generated by the recipient Party;
(c) Is properly disclosed pursuant to a statutory obligation, the order of a court of competent jurisdiction or that of a competent
Regulatory body.
16. Assignment
16.1 Subject to Clauses 8.10 and 16.2, neither Party may assign any of its rights under this Agreement without the written consent of
The other (which consent shall not be unreasonably withheld or unduly delayed)
16.2 Direct Clan Hosting Ltd may assign any and all of its rights and obligations hereunder on written notice to the Customer to any
Direct Clan Hosting Ltd Affiliate or any other person or entity that purchasing all or substantially all of the assets or business of
Direct Clan Hosting Ltd.
17. No Waiver
Failure by either Party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right
Nor to operator so as to bar the exercise of enforcement of any such or other right on any later occasion.
18. Notices
All notices under this Agreement shall be in writing and shall be delivered by hand or by prepaid recorded or registered post or
Electronic transmission (immediately confirmed by post) to the other party’s address as set out on the signature page of this Agreement
Or the other party in writing may notify as. Such notices shall be deemed to have been served immediately if delivered by hand
Or 48 hours after such posting or such transmission.
19. Entire Agreement
This Agreement and any documents referred to herein express the entire understanding of the Parties relating to its subject matter
And supersedes all previous written or oral agreements, understandings, or representations (unless fraudulently made) insofar as they
Relate to its subject matter.
20. Governing Law
English law shall govern this Agreement and the Parties shall submit to the exclusive jurisdiction of the English courts.
21. Relocation
21.1 Direct Clan Hosting Ltd shall have the right upon prior written notice to relocate the Customer Equipment. In the event of an
Emergency, Direct Clan Hosting Ltd may relocate the Customer Equipment within such time as may be reasonable and with prior
Written notice as the circumstances reasonably warrant and Direct Clan Hosting Ltd shall work in cooperation with the customer. The
Site of relocation shall be comparable to the initial Licensed Space. All reasonable costs of relocating the Customer Equipment and of
Improving the new area to which the Customer Equipment is being relocated shall be borne by Direct Clan Hosting Ltd. Upon any
Such relocation, the right granted by this Agreement shall be deemed to apply to such portion of the Facility in which the Customer
Direct Clan Hosting Ltd then locates equipment.
21.2 Subject to 21.1, Direct Clan Hosting Ltd reserves the right at its own expense to change the location or configuration of the
Licensed Space provided however that Direct Clan Hosting Ltd shall not arbitrarily or discriminatorily require such changes.
Direct Clan Hosting Ltd and Customer shall work in good faith to minimize any disruption in Customer’s services that may be caused
By such changes in location or configuration of the Licensed Space.
22. Network Service Level Guarantee for Bandwidth
22.1 Standard Service Level Guarantee
The Company warrants that its supply of access to the Internet shall be available at a level not less than 99.95% per month - the
“Standard Service Level Guarantee”. The SLA shall only apply to the bandwidth Services. The SLA shall not include credits for
Colocation or any other Services.
22.2 Notification of Outage and Service Interruption Events - as part of an additional Service Level Agreement:
(a) An outage or service interruption event is defined when the second ping test fails or when the Customer notifies the Company,
Which will be carried out in the first instance by use of the online form and then as per the escalation procedure put in place by
Mutual agreement.
(b) The Company shall notify the Customer via the service status page of an outage or service interruption event within 30 minutes
Of such an outage being officially recorded
22.3 In the event of suspension of Service due to a technical fault in the network or act of God, the Company will use all possible
Endeavours to resume service with minimum delay but will not be responsible for consequential loss suffered by the Customer.
22.4 The Company may suspend the Service from time to time for necessary technical reasons and network upgrades without
invalidating its Service Level Guarantee set out above provided that 1 days notice via the Company’s network status page, email or
Phone call has been given to the Customer and the period of suspension is not more than one hour.
22.5 If the event reported as per the escalation procedure is confirmed by the Company, then the Customer will receive service credit as
Calculated by the following formula:
The Availability of the service shall be calculated at the end of each month in accordance with the following formula:
A = (X - Y) I (X - planned outages) X 100
Where:
“A” the Availability of the service (expressed as a percentage).
“Y” Minutes of downtime in 1 calendar month
“X” Total minutes in 1 calendar month based on 1 minute past midnight on the 1st to midnight on the last day of
The month.
Calculation of Downtime
Downtime is calculated from the time of the network service fault was logged by the supplier, and ends when the service is restored to
Full working order. These times will be logged and notified via e-mail.
Compensation Calculations
In the event that availability falls below the guaranteed level of 99.95% in any particular month, then Direct Clan Hosting Ltd shall
Credit the Customer using the following guide:
Availability
%
Reimbursement rate
(% Of monthly bandwidth charge)
Maximum outage period
(Hours)
Above 99.70 5 2.23 hours
99.00—99.69 10 7.44
95.00—98.99 15 37.2
90.00—94.99 20 74.4
85.00—89.99 25 111.6
80.00—84.99 30 148.8
Below 79.99 40 Exceeds 150 hours
“Availability” means the availability of a Server or Web Site as demonstrated by means of a trace route program.
Should the Customer account be overdue at any point during an outage or service interruption, all compensation due to the Customer?
As per the SLA shall be waived.
23. Law and Arbitration
23.1 These Conditions and all Agreements are subject to the laws of England.
These Conditions incorporate the provisions for arbitration if any are available under any Code of Practice issued by the Network
Operator under the provision of its licence. Any dispute, which may arise between the parties concerning this Agreement, shall be
Determined either in accordance with such arbitration procedure, if any, or by the High Court of Justice in England and the parties
Hereby submit to the exclusive jurisdiction of that court for such purpose.
24. Additional Works
24.1 Remote Hands
Remote Hands service involves a technician, on-site at a gateway, in contact with the customer, performing simple equipment “fixes”.
Direct Clan Hosting Ltd shall in no event be responsible for the repair, configuration or tuning of equipment, or for installation of
Customer’s equipment (although Direct Clan Hosting Ltd will provide reasonable assistance to Customer in such installation at
Direct Clan Hosting Ltd Customer's request).
The technician must be able to resolve the issues without any specialised equipment and Customer technical contact must be available
Remotely during Technicians attendance. The activities typically require 30 minutes or less to complete. Remote hands are offered 24X7
And technicians will endeavour to respond within One Hour of the request during normal Working Hours.
Key Product Features
(a) Adding, removing, or verifying a demarcation
(b) Label Equipment and cable connections
(c) Plug in a console port for remote management by customer
(d) Power cycling and soft booting
(e) Escorted access service
(f) Toggling a switch/pushing a button
(g) Installing, replacing, or removing equipment modules using standard industry tools (work activities include only those that
Are not warranty affecting and do not require vendor/product specific training)
(h) Swap, connect, reconnect cabling within the Colocation space
(i) Relaying status of LEDs
(j) Provide visual verification to assist during troubleshoot
(k) Putting up a loop when needed for remote testing
(l) Scheduled Support & Installation
Procedures
Customer must order through Customer Support Ticket System and follow up with a phone call if response is required out of
Normal Working Hours. The Customer is to provide outline of requirement and Technical contact details. Technical contact must be
Available to remotely assist Technician once on-site.
Costs
Standard - £95.00
Normal Working Hours includes 30 minutes on-site time In Attendance
Extended - £150.00
Outside Normal Working Hours includes 30 minutes on-site time In Attendance
Additional Hour(s) £ 95.00 / £150.00
Once ordered, this Service may not be cancelled. If Customer technical contact is unavailable once technician is on-site (within
SLA) then the call will be closed and an alert sent to this effect. Customer will be charged for applicable cost. If Customer still
Requires Remote Hands a new request will need to be submitted.
Incident Packs
Incident Packs are available as part of a Service Order and are charged periodically for a number of incidents to be used within a
Twelve-month period. Any incident taking longer than 30mins will incur an additional charge per hour as detailed above.
24.2 Chargeable Support
Chargeable Support is requests for support that involves support of a more in-depth or regular nature. Chargeable support will often
Require advance planning and possibly require specialized personnel. A technical interview will be necessary in which an evaluation of
The time, expertise and equipment required may be carried out.
Chargeable Support may only be requested during Normal Working Hours but the service is available 24X7. The technicians will work
Within the timeframe agreed in advance with the Customer.
Key Product Features
(a) Provide on-site Technical Assistance for numerous tasks possibly requiring product-trained skills
(b) Assist in remote circuit activation, troubleshooting or diagnostics
(c) Installing, replacing, or removing/de-installing equipment and modules e.g. cards, hard drives, disk drives (work
Activities include only those that are not warranty affecting)
(d) Changes to existing collocation space
(e) Installation of intra-suite, or intra-cabinet cabling, (includes terminating to customer equipment)
(f) Installation of equipment and related telecom infrastructure, (i.e. patch panels, jacks, etc.)
(g) Swapping of equipment
(h) Return material authorization (RMA) and shipping of replaced equipment (with customer provided labels & packing
Materials)
(i) Tape swaps/Hard drive Back-up
(j) Customer equipment inventory
Procedures
Customer must order through Customer Support Ticket System. The Customer is to provide outline of requirements and Technical
Contact details. Technical interview must take place before Appointment may be made. Costs may vary dependant on Level of
Expertise required.
Costs
Standard (Normal Working Hours - 1 day = 8 hours)
Each Hour £95.00
Each ½ Day £350.00
Each Day £650.00
Extended Hours (Outside Normal Working Hours 1 day = 8 hours)
Each Hour £150.00
Each ½ Day £500.00
Each Day £850.00
Once ordered this Service may not be cancelled. If any order cannot be completed on the due date because Customers’ equipment
Is not on site or for any reason outside of the control of Direct Clan Hosting Ltd, then the Customer will be charged for the time
Used to date. If the order cannot be completed within 7 days (or mutually agreed date in writing) then Customer will be
Charged for the complete order and the Support Ticket closed.
For all activities involving a shipping carrier or courier service the customer is responsible for coordinating material pickup and
Delivery to and from the facility.
SCHEDULE 2
CUSTOMER PROVIDED HARDWARE COLOCATION SERVICES ORDER
This Schedule 2 supersedes any previous Schedule 2 relating to this agreement and Direct Clan Hosting
Ltd reference
Service Commencement Date Reference Cabinet Location
Company Name Company Registration No. Sales Executive
Customer Contact Billing Contact Technical Contact
Customer Email Billing Email (if different) Technical Email
Customer Telephone Billing Telephone (if different) Technical Telephone
Customer Fax Billing Fax (if different) Technical Fax
Customer Address Billing Address (if different) Installation Address
Postcode Postcode Postcode
SERVICE CHARGES
Service Description Setup Charge Recurring Charge £0.00
Colocation - £ Per Unit
Bandwidth - £ Per Mbit
Total Setup - £0.00
Excluding VAT
Total Recurring (Monthly)
Excluding VAT
£
Connection Charge
Including VAT
£
Bandwidth is based on usage and subject to increase. Bandwidth increases above 1Mbps/month may be subject to new contract and a
Minimum 12-month period. Bandwidth is calculated and charged monthly on the 95th percentile method.
Setup Charges are payable with Order. All Prices are exclusive of VAT
SPECIAL CONDITIONS
# The initial term commitment is for 12 months. All other terms and conditions apply.
# Billing is paid monthly in advance via direct debit
# CDR can be increased at anytime within the term of the agreement, subject to a signed Sales Order.
# Excess power shall be charged at per Amp
# Excess bandwidth shall be charged at per Mbps
Customers Authority
We apply for the goods/services indicated above and hereby accept the Direct Clan Hosting Ltd
Conditions, a copy of which we have read.
We acknowledge that payments for services are due in advance and will ensure that our account department is advised accordingly.
COMPANY:
Signature: ………………………………………
Date: ………………………………………
Name: ………………………………………
Position: ………………………………………
Signed on behalf of company detailed above
Please return two copies, one of which will be signed on behalf of Direct Clan Hosting Ltd and returned as
Confirmation of acceptance of the order.
COMPANY: Direct Clan Hosting Ltd
Signature: ………………………………………
Date: ………………………………………
Name: ………………………………………
Position: ………………………………………
Signed on behalf of company detailed above
Thank you for choosing Direct Clan Hosting Ltd for your Internet business solutions.
