Supplemental - IaaS and Hosted Exchange
Where a Customer purchases infrastructure as a service (IaaS) or Hosted Exchange (defined below) from Trustack, these Supplemental Terms shall apply, in addition to those in the Agreement.
Interpretation
These additional definitions apply:
Authorised Users | those individuals able to interact with the IaaS Services and/or Hosted Exchange remotely over the internet, or by means of the Customer’s own communication facilities, as notified to Trustack from time to time. |
Commencement Date | as set out in the Quotation. |
Data Centre | the facility used by Trustack from time to time to house the Virtual Hardware which is based in the UK. |
Hosted Exchange | a Trustack hosted mail and calendar exchange server in a Trustack Data Centre for email and calendar services. |
IaaS Services | provision of Virtual Hardware as infrastructure using Trustack’s databases and/or servers in the UK. |
Mailbox | email mailboxes for Authorised Users provided as part of Hosted Exchange. |
Normal Business Hours | 8.30am to 5.00pm |
Subscription Term | the subscription period for the customer’s use of the service set forth in the Quotation. |
Virtual Hardware | the virtual machines at the Data Centre providing back-end functionality, data storage, computing power. |
1.1 These Supplemental Terms commence on the Commencement Date and will continue for the Subscription Term, after which it will automatically renew each calendar month unless and until terminated by either party.
1.2 Either party may terminate these Supplemental Terms, after the Initial Term, by providing not less than 30 (thirty) days written notice.
2. Services
2.1 Subject to paragraph 2.4, Trustack shall, during the Subscription Term, provide the IaaS Services and/or Hosted Exchange and make available to the Customer the IaaS Services and/or Hosted Exchange on and subject to the terms of these Supplemental Terms.
2.2 The technical details of the IaaS Services and/or Hosted Exchange being provided to the Customer are in the Quotation, and the Customer agrees that the Quotation meets its own requirements.
2.3 Trustack shall use commercially reasonable endeavours to make the IaaS Services and/or Hosted Exchange available 24 hours a day, seven days a week, except for:
2.3.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
2.3.2 unscheduled maintenance performed outside Normal Business Hours, provided that Trustack has used reasonable endeavours to give the Customer at least 6 (six) hours’ notice in advance.
2.4 Both Hosted Exchange and the IaaS Services relies on a stable internet connection, and the IaaS Services and Hosted Exchange will not be available without such connection. Trustack shall not be responsible to the Customer whatsoever or howsoever arising under these Supplemental Terms for the Customer’s lack of internet connectivity, leading to lack of access to the IaaS Services or Hosted Exchange.
2.5 The Customer acknowledges that Trustack may change Data Centre, or change the specification of the Virtual Hardware from time to time. Unless the change has a material adverse effect on the Customer, Trustack’s only obligation is to advise the Customer of the change.
3.1 Trustack undertakes that the IaaS Services and Hosted Exchange will be performed with reasonable skill and care.
3.2 The undertaking at clause 3.1 shall not apply to the extent of any non-conformance which is caused by use of the IaaS Services or Hosted Exchange contrary to Trustack’s instructions, or modification or alteration of the IaaS Services or Hosted Exchange by any party other than Trustack or Trustack’s duly authorised contractors or agents. If the IaaS Services or Hosted Exchange do not conform with the foregoing undertaking, Trustack will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 3.1.
3.3.1.1 the Customer’s use of the IaaS Services or Hosted Exchange will be uninterrupted or error-free; or
3.3.1.2 that the IaaS Services, Hosted Exchange and/or the information obtained by the Customer through the IaaS Services or Hosted Exchange will meet the Customer’s requirements; or
3.3.1.3 the IaaS Services or Hosted Exchange will be free from Vulnerabilities or Viruses.
3.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the IaaS Services or Hosted Exchange may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.1 The Customer shall provide Trustack with all necessary co-operation in relation to these Supplemental Terms in order to provide the IaaS Services and/or Hosted Exchange, including but not limited to Customer data, security access information and configuration services. Trustack shall not be liable to the Customer whatsoever or howsoever arising as a result of a misconfiguration by the Customer.
4.2 The Customer shall ensure that its network and systems comply with the relevant specifications provided by Trustack from time to time.
4.3 The Customer shall ensure that only Authorised Users have access to the IaaS Services and/or Hosted Exchange.
4.4 The Customer is, to the extent permitted by law and except as otherwise expressly provided in these Supplemental Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Trustack’s Virtual Hardware, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
4.5 The Customer shall own all right, title and interest in and to all of the Customer data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer data.
4.6 Unless offered as a service to the Customer by Trustack, the Customer shall be solely responsible for:
4.6.1 its own network and communications facilities;
4.6.2 its own internet connection (or internet connections of its employees, agents or contractors);
4.6.3 backing up its own data and ensuring appropriate safeguards are in place to protect its own data;
4.6.4 its own equipment and suitability of such equipment;
4.6.5 its own cyber protection measures;
4.6.6 management of its software licensing with third parties; and
4.6.7 protecting its network, systems and equipment from security vulnerabilities and viruses.
4.7 The Customer shall not, directly or indirectly, and the Customer shall not permit any Authorised User or third party under the Customer’s control to:
4.7.1 reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the IaaS Services and/or Hosted Exchange;
4.7.2 modify, translate, or create derivative works based on any element of the IaaS Services and/or Hosted Exchange;
4.7.3 rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the IaaS Services and/or Hosted Exchange;
4.7.4 use the IaaS Services and/or Hosted Exchange for any third party or otherwise for the benefit of any person or entity other than for the benefit of the Customer, its’ Affiliates and Authorised Users;
4.7.5 publish or disclose to third parties any evaluation of the IaaS Services and/or Hosted Exchange without Trustack’s prior written consent;
4.7.6 use the IaaS Services and/or Hosted Exchange for any purpose other than its intended purpose;
4.7.7 use the IaaS Services and/or Hosted Exchange for any illicit or illegal activities.
4.7.8 interfere with or disrupt the integrity or performance of the IaaS Services and/or Hosted Exchange;
4.7.9 introduce any open source software, or virus or malware (or similar) into the IaaS Services and/or Hosted Exchange; or
4.7.10 attempt to gain unauthorised access the IaaS Services and/or Hosted Exchange or Trustack’s related systems or networks.
5.1 Unless otherwise agreed in writing with Trustack, the Customer will pay for the IaaS Services and Hosted Exchange each calendar month in arrears. If the Customer needs to increase the number of Mailboxes it requires or requires more space on Virtual Hardware, the Customer shall contact Trustack and Trustack shall issue a new Quotation with amended pricing. All price increases shall be applied to the next payment or invoice due to be taken from or paid by the Customer.