Service Schedule – Private Cloud Solutions

1. About this Service Schedule

1.1. This Service Schedule only applies where a Quotation that you and we execute expressly provides for our supply of one or more of the following services to you:

(a) Private Cloud Deployment Services;

(b) Managed Private Cloud Services;

(c) Managed Private Cloud Backup and Disaster Recovery Services; and

(d) Managed Private Cloud Web Hosting Services.

1.2. This Service Schedule must be read in conjunction with our Terms of Service and the other documents that comprise an Agreement.

2. Private Cloud Deployment Services

2.1. If “Private Cloud Deployment Services” is specified in a Quotation, we will provide the following services (Private Cloud Deployment Service Requirements):

(a) we will carry out all work reasonably required in order for us to develop a cloud migration and deployment strategy for the deployment of your cloud infrastructure specified in a Quotation (Your Cloud Infrastructure) (including where specified in a Quotation, by configuring and deploying applicable virtual machines, storage, databases, networking and automation);  

(b) conduct workshops with you as deemed appropriate by us in order for us to develop the cloud migration and deployment strategy; and

(c) deploy Your Cloud Infrastructure into a private cloud environment.

2.2. In the course of our development of the private cloud migration and deployment strategy for the deployment of Your Cloud Infrastructure, we will prepare a plan for the deployment (Deployment Plan). The Deployment Plan shall establish the time frames for deploying Your Cloud Infrastructure and the following information, as applicable:

(a) identification of all critical path milestones and the commencement and completion dates for such critical path milestones; 

(b) a detailed description of all activities to be performed by you and us respectively in connection with the deployment; and

(c) identification of all interdependent activities.

2.3. We will monitor the activities performed by any third-party suppliers set out in the Deployment Plan that are relevant to the deployment by: 

(a) monitoring each third-party’s performance of its implementation activities (to the extent possible); and

(b) promptly notifying you of their failure to perform their duties and obligations with respect to the deployment of Your Cloud Infrastructure if we become aware of any such failure.

2.4. Each party must notify the other party if it becomes aware that it, the other party or any third party have not carried out the tasks assigned under the Deployment Plan.

2.5. Each party will be entitled to an extension of time for completion of any one or more of the stages of the Deployment Plan if one or more of the following events occur:

(a) a Force Majeure Event occurs that results in a delay in the performance or that prevents the performance of any part of the Deployment Plan; or

(b) a delay is caused in whole or in part by the other party or any third-party supplier’s acts or omissions.

2.6. Upon completion of the Private Cloud Deployment Services, we will test Your Cloud Infrastructure deployed under the Deployment Plan in accordance with the testing procedures set out in the Deployment Plan (Acceptance Tests) in order to determine and verify that it has been deployed in accordance with the Private Cloud Deployment Service Requirements. We will submit to you a copy of all test results and you will be deemed to have accepted the Private Cloud Deployment Services and the relevant accounts setup on Your Cloud Infrastructure as part of the Private Cloud Deployment Services upon the successful completion of the Acceptance Tests. You must not use any instance of Your Cloud Infrastructure in a live environment until and unless the Acceptance Tests have been successfully completed.

2.7. If any account on Your Cloud Infrastructure that we have deployed into a production or live environment for you fails to pass the Acceptance Tests in accordance with the Deployment Plan, and we can demonstrate that the reason for the failure or non-compliance with the Deployment Plan is an issue or defect in Your Data or an issue or defect that we do not have express responsibility for in the Deployment Plan, then:

(a) you must promptly (within 7 days or as otherwise set out in the Deployment Plan) correct or procure the correction of the relevant issue or defect and we will re-test the relevant account on Your Cloud Infrastructure that has been deployed for you in accordance with the Deployment Plan; and

(b) if you fail to correct or procure the correction of the relevant issue within the relevant period referred to in paragraph (a), Your Cloud Infrastructure that we have deployed for you shall then automatically be deemed to be accepted and fully compliant with this Agreement, notwithstanding the issue or defect.

2.8. If Your Cloud Infrastructure fails to pass the Acceptance Tests in accordance with the Deployment Plan due to our breach of the Deployment Plan, we will promptly rectify the failure at our sole cost.

2.9. Where we are required to perform data migration in accordance with the Private Cloud Deployment Service Requirements:

(a) we will extract the applicable data from one or more existing databases as specified in the Quotation (Legacy Data);

(b) we will convert the Legacy Data into a format suitable for Your Cloud Infrastructure (Converted Data); and

(c) we will export the Converted Data to Your Cloud Infrastructure.

2.10. We will use reasonable endeavours to ensure that the Converted Data is successfully integrated with and compatible with Your Cloud Infrastructure, as determined by us. We are not liable for any corruption or loss of data caused by you or a Force Majeure Event.

2.11. You represent and warrant that you have the right and authority to engage us to transfer any Legacy Data (whether in the form of Converted Data or otherwise) to Your Cloud Infrastructure and that the transfer will comply with Applicable Law. You must comply with your obligations with respect to data migration as set out in the Deployment Plan (including by ensuring integrity of the data, de-duplication of the data, assisting us with data extraction and providing data translation maps where required by us).

2.12. We are not liable for any failure to carry out Private Cloud Deployment Services where caused by your or your Personnel’s breach of the Deployment Plan or any provision of this clause 2.

3. Managed Private Cloud Services

3.1. If “Managed Private Cloud Services” is specified in a Quotation, we will:

(a) setup, configure and act as the administrator of the cloud platform specified in the relevant Quotation (Cloud Platform), including by setting up your domain name(s) on the tenant, adding, editing, and removing user accounts, resetting account passwords, purchasing licence(s) on your behalf and allocating licences to user accounts; 

(b) monitor uptime of the Cloud Platform; and

(c) provide the training services for the Cloud Platform to your Personnel set out in the Quotation, on the agreed dates and times and at the location/s specified in the Quotation.

3.2. You acknowledge that your right to access and use the Cloud Platform is subject to:

(a) you procuring a subscription and/or licence for your End Users to access and use the Cloud Platform; 

(b) any Vendor agreements or terms and conditions governing a user’s use of the Cloud Platform attached to or referred to in the relevant Quotation (collectively, Cloud Platform Vendor Terms).

3.3. By entering into an Agreement for Managed Private Cloud Services with us, you represent and warrant that you and/or your End Users (as applicable) have read and accept the Cloud Platform Vendor Terms and you agree to pay us for all orders, subscriptions, licences, products and services that we acquire from the Vendor for your and/or your End Users’ use of the Cloud Platform.

3.4. You must indemnify us from and against all and any liability, claims, losses, damages and expenses that may be suffered or incurred by us as a result of your, your End Users’ and your Personnel’s failure to comply with any Cloud Platform Vendor Terms.

4. Managed Private Cloud Backup and Disaster Recovery Services

4.1. If “Managed Private Cloud Backup and Disaster Recovery Services” is specified in a Quotation, we will during the Term supply or procure the supply of one of the following services (as specified in the Quotation):

(a) a service that backs up that part of Your Data (excluding any active or open files) that is specified in the Quotation at the frequency set out in the Quotation (Standard Backup); and/or

(b) a service that backs up that part of Your Data (including any active or open files) that is specified in the Quotation at the frequency set out in the Quotation (Enhanced Backup),

to facilitate the restoration thereof (the Backup Files) in the event that the Backup Files are lost or corrupted (the Managed Private Cloud Backup Services).

4.2. The Managed Private Cloud Backup Services will be configured to backup the Backup Files only in the locations in which they are held at the time that the configuration is carried out by us.

4.3. If you or any other person relocates Backup Files or if the Backup Files become unavailable or inaccessible to our backup service for any reason the Managed Private Cloud Backup Services will not be able to operate in its intended manner, we will not be liable for the failure of the Managed Private Cloud Backup Services to operate as intended and you will still be required to pay us for the Managed Private Cloud Backup Services.

4.4. You must:

(a) maintain your systems and networks so that we are able to access the Backup Files at all times; and

(b) immediately notify us if you relocate any Backup Files or if you become aware that the Managed Private Cloud Backup Services are not backing up the Backup Files as intended.

4.5. The Managed Private Cloud Backup Services will:

(a) only take backups of the Backup Files; 

(b) only backup on an incremental or complete basis; and

(c) delete copies of the Backup Files on a recurring basis,

but only as specified in the Quotation.

4.6. In the event of any data loss or corruption of the Backup Files, we will use our best endeavours to restore the Backup Files from the latest version of the Backup Files that is held by the Managed Private Cloud Backup Services.

4.7. At the conclusion of the Term, we will delete all Backup Files held by the Managed Private Cloud Backup Services.

5. Managed Private Cloud Web Hosting Services

5.1. If “Managed Private Cloud Web Hosting Services” is specified in a Quotation, we will host your website specified in the Quotation (Your Website) in a third party data centre specified in the Quotation or where no data centre is so specified, as determined by us (Our Cloud).

5.2. The Managed Private Cloud Web Hosting Services do not include backup services. If you wish us to backup any of Your Website that we host in Our Cloud, you must enter into a Quotation with us for our provision of Managed Private Cloud Backup Services.

5.3. We will use our best endeavours to make Managed Private Cloud Web Hosting Services Available, as measured over the course of each calendar month during the Term of the Agreement (each such calendar month, a Service Period), at least 99% of the time, excluding the time that the Managed Private Cloud Web Hosting Services are not Available solely as a result of your and/or your End Users’ breach of the Agreement, a scheduled outage or a Force Majeure Event (the Availability Target). “Available” means the Managed Private Cloud Web Hosting Services are available and operable materially in accordance with the Specifications. “Availability” has a corresponding meaning. “Actual Uptime” means the number of minutes in the Service Period that the Managed Private Cloud Web Hosting Services are Available. “Percentage Uptime” = [Actual Uptime + total minutes in Service Period that the Managed Private Cloud Hosting Services are not Available due to scheduled outages or Force Majeure Events or your and/or your End Users’ breach of the Agreement] ÷ total minutes in Service Period x 100.

5.4. Upon suspension of the Managed Private Cloud Web Hosting Services:

(a) we will provide you with access to a copy of Your Website files hosted on Our Cloud for a period of 15 Business Days after which time we will delete all of Your Website on Our Cloud; and

(b) we will provide transition services to assist you with the migration of Your Website files that you downloaded from Our Cloud in your possession or control, to your nominated third party replacement supplier, for an additional fee to be agreed between you and us, or failing such agreement at our standard hourly rates.

6. Definitions and Interpretation

6.1. In this Service Schedule, words in bold font in parentheses have the meanings given to them therein and words starting with a capital letter in this Service Schedule that are not otherwise defined in this Service Schedule have the meanings given to them in the Terms of Service