Supplemental - Cloud Services
Where a Customer purchases Cloud Services from Trustack, these Supplemental Terms shall apply, in addition to those in the Agreement.
Interpretation
These additional definitions apply:
Azure | Microsoft Azure |
Call | communication received by Trustack from the Customer reporting a defect or malfunction. |
Cloud Services | the provision of services delivered on demand, over the internet, including Support Services, as outlined in the Quotation. |
Commencement Date | the date outlined in the Quotation. |
Initial Term | the initial term of the provision of the Cloud Services and Support Services as |
O365 | Office 365. |
Out of Hours Support | any support requested by a Customer for services outside of the Support Hours |
Priority 1 – Critical | the Cloud Services are unavailable and critical business systems are impacted due |
Response Category | either Priority 1 – Critical, Priority 2 – High or Priority 3 – Low in accordance with Schedule 1. |
Support Services | provision of support for the Cloud Services. |
Support Hours | 9.00am – 5.00pm GMT on a Business Day. |
1.1 These Supplemental Terms commence on the Commencement Date and will continue for the Initial Term, after which it
automatically renews and will remain in force until terminated by either party (Term). Either party may terminate by providing at least 60 (sixty) days’ notice to terminate to expire no earlier than the expiry date of the Initial Term, or at least 60 (sixty) days’ thereafter after the Initial Term expires.
1.2 Trustack may suspend all or any aspect of the Cloud Services immediately if the Customer fails to make payment in accordance with these Supplemental Terms, or where a third party disables the Customer’s use of the Cloud Services.
1.3 Where Trustack suspends the Cloud Services in accordance with the provisions of paragraph 1.2, Trustack shall use its reasonable endeavours to reinstate the Cloud Services as soon as is reasonably practical in the circumstances upon Trustack becoming satisfied (acting reasonably) that the grounds for suspension as aforesaid are no longer applicable and subject to the Customer having paid to Trustack a reinstatement fee in respect of the restoration of such Cloud Service(s) in the sum of £350 (or such other amount as may be notified to the customer from time to time) which shall be payable on demand.
2. Provision of the Support Services
2.1 Trustack will provide the Support Services to the Customer in accordance with these Supplemental Terms.
2.2 All Support Services will be performed within the Support Hours. Out of Hours Support can be provided by arrangement and will be charged for at Trustack’s then current UK out of hour’s rates as set out in the Quotation.
3.1 If the Customer requires support, it should log a Call with Trustack using the contact details set out the Quotation or such other contact methods as Trustack may advise during the Term.
3.2 In respect of all Calls, Trustack will use its reasonable endeavours to respond within the response times set out in the Schedule.
3.3 After reviewing a Call from the Customer, Trustack will, acting reasonably, and with the co-operation of the Customer categorise the error to a Response Category.
3.4 The time taken to respond to the Customer is measured starting from the time a Call is received or voicemail is picked up by Trustack.
3.5 Customers with Out of Hours Support agree and acknowledge that Trustack will only respond to Priority 1 – Critical calls, as set out in the Schedule, outside of Support Hours.
4.1Trustack will use its reasonable endeavours to perform the Support Services promptly but no warranty is given in respect of any times for response or performance by Trustack, and time will not be of the essence.
4.2 Provision of the Support Services does not imply any guarantee or representation that Trustack will be able to assist the Customer in achieving any results which are not technically feasible.
4.3 Trustack reserves the right to refuse to provide the Support
Services at any time without refunding any sums paid by the Customer:
4.3.1 if the Customer has failed to pay any of Trustack’s invoices in accordance with the provisions of this Agreement; or
4.3.2 if the Customer has failed to comply with any of its responsibilities under clause 8 of the Agreement;
4.4 Trustack cannot be held responsible for any issues which can be attributed to:
4.4.1 application integration between any third party applications and the Cloud Services;
4.4.2 local network connectivity on the Customer site;
4.4.3 wireless network connectivity;
4.4.4 internet connectivity from the end users to O365 and/or Azure;
4.4.5 firewall configuration which may restrict end user access to O365 and/or Azure;
4.4.6 operating system issues on end user devices which may restrict end user access to O365 and/or Azure; or
4.4.7 any device specific issues.
4.5 Trustack makes no representation or warranty to the Customer regarding the Cloud Services. To the extent permitted by the applicable law, Trustack disclaims any and all warranties of merchantability fitness for a particular purpose, freedom from viruses or other harmful elements, accuracy, reliability, noninfringement and timeliness.
4.6 It is the Customer’s sole responsibility to ensure that its systems are backed up, and that it has access to its own data, as no backup data will be held in O365.
5.1.1 be responsible for the cost of any software licences and upgrades;
5.1.2 comply with any third party terms of service or third party licences notified to it;
5.1.3 cooperate with Trustack’s reasonable investigation of any service outages, service problems and suspected breaches of these Supplemental Terms;
5.1.4 maintain confidentiality of its login names, passwords and other confidential information relating to its access to O365 and/or Azure; and
5.1.5 designate in the Quotation primary and secondary contacts appropriately qualified and trained to an acceptable standard authorised to request the Support Services and inform Trustack accordingly of any changes during the Term. Authorised use of the telephone helpline is limited to these designated contacts only.
6.1 Unless expressly agreed to the contrary in the Quotation, the Customer will be invoiced monthly in advance. All invoices are payable net 30 (thirty) days from receipt. All fees and charges are exclusive of VAT and any similar taxes, which will be applied in accordance with prevailing legislation in force at the tax point date.
6.2 Trustack shall give the Customer 7 (seven) days’ prior written notice of any rises in the charges for the Cloud Services.
Schedule
(O365 and Azure only)
Priority | Incident | Target Response |
Priority 1 – Critical | the Cloud Services are | 2 hours |
Priority 2 – High | Cloud Services Interruption affect one or more of the Customer’s users | 4 hours |
Priority 3 – Low | General education or ‘how to’ query | Next Business Day |
Other third party provider
Priority | Incident | Target Response |
Priority 2 – High | Cloud Services Interruption affect one or more of the Customer’s users | Next Business Day |
Priority 3 – Low | General education or ‘how to’ query | Next Business Day |