During the term of your Backup & Disaster Recovery Provision with AAG IT Services Ltd (“AIS”) it is agreed that authorised representatives of both parties have signed a separate Service Agreement detailing the services provided. The Service Agreement will be subject to and forms part of the Backup & Disaster Recovery standard Terms & Conditions of business, which are detailed below.
For avoidance of doubt the Services shall commence on the date stated in the relevant Service Agreement
Annex 1 aagBUDR General Terms and Conditions
“Account” The Customer’s account with AIS.
“AUP” The Acceptable Use Policy, which can be viewed at: https://aag-it.com/legal
“Customer Data” Data, information and material that the Customer provides, inputs, stores, accesses or transmits.
“Documentation” Documentation made available to the Customer by AIS from time
to time which sets out a description of the Services and the instructions for the Services.
“Fees” The fees payable by the Customer to AIS as indicated in the proposal and contract on a monthly basis, subject to any change in the Customers’ required data storage requirement and to obvious error. Fees are calculated using the per unit price as stated in the proposal.
“Initial Subscription Term” A period of one year from the creation of the relevant account.
“Initial Term” The initial term of this Agreement being 12 months from the Effective Date or longer if denoted in the signed Service Agreement.
“Services” The subscription services provided by AIS to the Customer under this Agreement, as more particularly described in the Documentation.
“Software” The software applications available and provided by AIS as part of the Services.
“User” A customer who uses and accesses a User Environment directly.
“User Environment” An IT (hardware and software) environment created by AIS for a User under the Account.
“User Subscriptions” The User subscriptions purchased by the Customer pursuant to clause
8 which entitle Users to access and use the Services via a User Environment and the Documentation in accordance with this Agreement, if a direct User Environment is required.
Clause 1 - The Services
a) In consideration of the payment of the Fees by the Customer, AIS shall use reasonable efforts to provide the Services to the Customer for the Term in accordance with the terms of this Agreement.
b) The Customer acknowledges that the Service permits the creation of unique User Environments by AIS by reference to pre-defined Hardware and Software. Accordingly, each User Environment is subject to availability and therefore subject to confirmation of availability by AIS and likewise any requested alterations to the User Environment.
c) Each User Environment may be made available to one User only. AIS reserves the right to terminate duplicate users.
d) Each User Environment may be made available for the Initial Subscription Term. Thereafter, it will automatically renew at the end of the Initial Term for a further term of 12 months on a rolling basis (each a “Renewal Period”) unless or until terminated or subsequent Renewal Period. The Initial Term together with any subsequent Renewal Period shall constitute the total Subscription Term for each environment. A User Environment may be modified or terminated by AIS prior to the end of the Initial Term or of any Renewal Period.
e) AIS may amend or modify any User Environment at the request of the customer subject to clause 1b which may result in an increase in the Fees for that User Environment.
f) AIS provides no guarantees or other commitments regarding the timeliness within which the Services shall be provided (time not being of the essence in relation to the provision of the Services and/or the performance of any of the Company’s obligations under the Agreement).
Clause 2 - User Subscriptions
a) The Customer shall not access, store, distribute or transmit any viruses during the course of its or their use of the Services and shall at all times comply with the Acceptable Use Policy and AIS reserves the right to disable the Customer’s access to any material that breaches the provisions of this Clause.
b) The rights provided under this Clause are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Clause 3 - Service Levels
a) AIS shall use reasonable efforts to provide the Services in accordance with the aagBUDR Service Level Agreement. The Customer’s sole and exclusive remedy (if any) shall be the payment of service credits in accordance with the aagBUDR Service Level Agreement. AIS shall provide the Services using reasonable skill and care, however, provides no guarantees that the provision of the Services shall be uninterrupted or fault free nor does it provide any commitment regarding the availability of the Services to the Customer.
b) Notwithstanding anything to the contrary in the Agreement, AIS shall be entitled to make changes to the Services (or any part thereof) which do not have a material adverse effect on the Services and shall where AIS deems it practical to do so, give the Customer written notification of the same.
c) AIS shall use commercially reasonable endeavours to make the Services available in accordance with the SLA, except for, planned maintenance outside 9.00am – 5.00pm; and unscheduled maintenance performed outside 9:00am – 5:00pm provided AIS has used reasonable endeavours to give the Customer at least 6 hours’ notice in advance.
Clause 4 - Customer Data
a) Customer Data is and at all times shall remain the Customer’s exclusive property and shall remain in the Customer’s care, custody and control.
b) Except for account data, the Customer is the sole controller for any personal data included in the content the Customer inputs into the Service and shall be the data controller and appoints AIS as a processor if AIS processes such personal data on the Customer’s behalf.
c) AIS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party or any failure of the Service and so the Customer and Users should have in place their own usual disaster recovery measures (including where relevant, insurance for the loss of such data) to secure their own back-ups of data, which are not the responsibility of AIS.
Clause 5 - Third Party Providers
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third party websites and that it does so solely at its own risk. AIS makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website, or any transactions completed, and any contract entered into by the Customer, with such third party. AIS does not endorse or make any representations about such third-party websites.
Clause 6 – AIS’s Obligations
a) AIS undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
b) The undertaking at Clause 6a shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to AIS’s instructions, or modification or alteration of the Services by any party other than AIS or AIS’s duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, AIS will, at its expense, use all 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 6a. Notwithstanding the foregoing, AIS:
i) Does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
ii) 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 acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
c) This Agreement shall not prevent AIS from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
Clause 7- Customer’s Obligations
a) The Customer shall be responsible for ensuring that any use of the Services complies with all relevant laws, and shall not contravene, and not by any act or omission, cause AIS to contravene any relevant laws.
b) The Customer consents to AIS co-operating with any relevant authorities in connection with any misuse or suspected misuse of the Services and agrees, without prejudice to the generality of the foregoing, that AIS will be entitled to divulge the name and address and account information relating to the Customer to such third parties.
c) The Customer will be deemed to have taken any action that it permits, assists or facilitates any person or entity to take related to the Agreement or use of the Services. The Customer is responsible for Users’ use of the Services. If the Customer becomes aware of any violation of its obligations under the Agreement, it will immediately notify AIS.
d) The Customer shall provide AIS with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required in order to render the Services.
e) The Customer shall observe the terms of the Acceptable Use Policy at all times.
Clause 8 - Charges and Payment
a) The Customer shall pay the Fees to AIS for the User Subscriptions in accordance with clause 8, on the Effective Date for the Fees payable in respect of the Initial Subscription Term and thereafter monthly for the Fees payable in respect of the Initial term and the next Renewal Period
b) All amounts are payable in Sterling
c) All amounts are non-cancellable and non-refundable
d) All amounts payable by the Customer under the Agreement are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT).
e) The Customer shall pay all amounts due under the Agreement on demand in full without any set- off, counterclaim, deduction or withholding except as required by law. AIS may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by AIS to the Customer.
f) Where payment is not made in accordance with the terms of clause 8, without prejudice to any other rights and remedies, AIS may, without liability to the Customer, disable any Customer’s password, account and access to all or part of the Services and AIS shall be under no obligation to provide any or all of the Services while the payment concerned remains unpaid.
g) Where payment is not made by the due date the Customer shall pay interest on any unpaid amounts calculated at 3% above HSBC Bank plc’s base rate for the time being in force calculated on a daily basis.
h) If, at any time while using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, AIS shall charge the Customer, and the Customer shall pay AIS’s then current excess data storage fees.
i) AIS shall be entitled to increase the Fees upon 30 days prior notice. Further fees covering the usage of additional storage shall be invoiced monthly, pro-rata.
Clause 9 - Indemnity
a) Without prejudice to any other rights of AIS, the Customer will indemnify, keep indemnified and hold harmless AIS from and against all costs (including without limitation the cost of enforcement (on a full indemnity basis), liabilities, claims, damages, direct, indirect or consequential loss, expenses and/or judgments which AIS suffers as a consequence of the Customer’s use of the Services and/or Documentation.
b) In no event shall AIS be liable to the Customer to the extent that the alleged infringement is based on, modification of the Services or Documentation other than by AIS, and use in a manner contrary to instructions or after notice of alleged infringement by AIS or any appropriate authority.
c) The foregoing states the Customer’s sole and exclusive rights and remedies, and AIS’s entire obligations and liability, for infringement of any patent, copyright, trade mark or right of confidentiality.
Clause 10 - Limitation of Liability
a) Unless otherwise stated in this Agreement, AIS makes no warranty in respect of the supply of the Services (or any part thereof) and all other warranties which by reason of statute or other direction, regulation or governmental authority may be implied into a contract for the supply of the Services (or any part thereof) are hereby excluded to the fullest extent possible, save for, and to the extent of, those warranties which cannot lawfully be excluded. If the Customer is a consumer, this shall be without prejudice to its statutory rights.
b) Nothing in this Agreement shall limit or exclude AIS’s liability for;
i) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
ii) Fraud or fraudulent misrepresentation;
iii) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
iv) Breach of the terms implied by section 12 of Supply of Goods Act 1979; or
v) Defective products under the Consumer Protection Act 1987
c) Subject to the above clause;
i) AIS shall under no circumstances whatever be liable to the Customer, whether in contract or tort (including negligence) breach of statutory duty, or otherwise, for any loss of use, data, profit, or any indirect or consequential loss arising under or in connection with this Agreement.
ii) AIS’s total liability to the Customer in respect of all other proven direct losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the net amount the Customer paid AIS in the prior (12) months for the Software or Service(s) that caused the damages or are the subject matter of the cause of action
d) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
i) Except as expressly and specifically provided in this Agreement;
ii) The Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. AIS shall have no liability for any damage caused by errors or omissions in any information, instructions provided to AIS by the Customer in connection with the Services, or any actions taken by AIS at the Customer’s direction;
iii) The Services and the Documentation are provided to the Customer on an “as is” basis
e) AIS on behalf of itself and its third-party suppliers makes no and disclaims all warranties, express and implied, about the Software and Services provided hereunder. Third party software is provided on an as is basis and without warranty of any kind.
f) The Customer agrees that any cause of action that it may have against AIS must commence within 18 months after the cause of action arose, otherwise, the Customer’s cause of action is permanently barred.
g) This clause shall survive termination of the Agreement.
Clause 11 - Term and Termination
a) This Agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each an Extension Period) unless;
b) Either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Term or any Extension Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Extension Period, or otherwise terminated in accordance with the provisions of this Agreement.
c) AIS may suspend, revoke or limit the Customer’s use of the Services if AIS determines there is a breach of Customer’s obligations, a security breach, or violation of law. If the cause of the suspension can reasonably be remedied, AIS will provide notice of the actions the Customer must take to reinstate the Services. If the Customer fails to take such actions within a reasonable time, AIS may terminate the Services.
d) Either party shall be entitled to terminate this Agreement with immediate effect by giving notice in writing to the other party if;
i) the other party commits a material breach of the terms of the Agreement and (if such breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
ii) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
iii) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited
liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
iv) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party;
v) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
vi) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
vii) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
viii) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11(c) to clause 11(g) (inclusive); or
ix) the other party suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business.
e) On termination (or expiry) of this Agreement for any reason;
i) all licences granted under this Agreement shall immediately terminate;
ii) each party shall return and make no further use of any equipment, property, Documentation and other items belonging to the other party;
iii) AIS may destroy or otherwise dispose of any of the Customer Data in its possession
iv) Following receipt of all outstanding balances AIS will cooperate fully and use all reasonable endeavours to ensure the seamless transition of services and transfer of Customer Data.
f) Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
Clause 12 – Proprietary Rights
a) The Customer acknowledges and agrees that AIS and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks’ (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
b) The Customer shall not permit any third party to access the Services except as permitted herein or in an order form, or create derivate works based on the Services except as authorised herein, or reverse engineer the Services, or access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services.
Clause 13 - Confidentiality
a) Any and all information emanating from either party is confidential and proprietary and both parties agree that it shall not at any time permit the duplication or disclosure of any such confidential information to any person nor use the same in any way other than in connection with the performance of the Agreement. Each party agrees to hold this confidential/proprietary information only for the purpose expressly permitted under this Agreement and to disclose confidential information only to its employees and contractors as authorised in this Agreement and then only on a need to know basis. Each party agrees to maintain adequate control procedures to protect the confidentiality of the proprietary information as required by this Agreement, these procedures should be at least as great as their own precautions to protect their own confidential information. Neither party shall be obliged to protect information that it can document; a) is or has entered the public domain other than by breach of this Agreement, b) is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the other party, c) is obtained from a third party who is lawfully authorised to disclose such information, d) is required by law, statute or regulation, provided that the party provides the other with notice of that requirement and a reasonable opportunity for it to take action to restrict
or eliminate the required disclosure, e) is developed independently without use of or reference to the confidential information.
b) Upon either party terminating the Agreement, or on notice by the other party to do so, each party agrees to immediately return or (at the requesting party’s option) destroy any confidential information and all materials related to, or in any way associated with, the confidential information, and if requested shall provide a certificate of compliance to the requesting party by the date specified in such notice, such date not being less than 5 working days of the date of such notice.
c) Each party is entitled to injunctive relief and shall fully indemnify the other party and hold it harmless on an after tax basis against all reasonable costs (including reasonable legal costs and/or expenses), expenses, losses, damages and other liability arising out of or otherwise in connection with any unauthorised disclosure or use of the confidential information.
d) This clause 13 shall survive termination of the Contract.
Clause 14 – Anti-Bribery
The Customer will not take or knowingly permit any action to be taken that would cause AIS to be in violation of any applicable anti-bribery or anti-money laundering laws. The Customer’s books and records shall accurately reflect all payments in respect of transactions under the Agreement. AIS will terminate the Agreement in the event of a breach of this clause.
Clause 15 – Assignment and other dealings
a) AIS may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of AIS.
Clause 16 - Notices
a) Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service or commercial courier
b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause; if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second working day after posting; or, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed;
c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Clause 17 – Severance
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal or enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
Clause 18 – Waiver
A waiver of any right or remedy under the Agreement or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Clause 19 - No partnership or agency
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
Clause 20 – Third parties
A person who is not a party to the Agreement shall not have any rights to enforce its terms.
Clause 21 – Variation
a) AIS may change this Agreement (General Terms and Conditions, AUP, and the Service Level Agreement) from time to time. In the event of a material adverse change AIS will give the Customer at least thirty days’ notice before the change is to take effect, save where compliance with any legal or regulatory obligation requires a shorter period of notice or no notice. The Customer’s continued use of the Services following any such changes shall constitute the Customer’s acceptance of such changes.
b) Except as set out within this clause, no variations of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by a Director of AIS.
Clause 22 - Force Majeure
a) Neither party shall have any liability or responsibility for failure to fulfil any obligation under this Agreement so long as, and to the extent to which, the fulfilment of such obligations is delayed, hindered or prevented by circumstances beyond the reasonable control of the party concerned including (but not limited to) strike, lock-out, fire, explosion or any form of government intervention.
b) A party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event; notify the other party of the nature and extent of the event, and use reasonable endeavours to remove any such causes and resume performance under this Agreement as soon as feasible.
Clause 23 – Entire Agreement
This Agreement constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than those set out in this Agreement.
Clause 24 - Law of the Contract
The Agreement shall be governed by the laws of England and the parties agree to submit to the non- exclusive jurisdiction of the English Courts.
Clause 25 - Precedence over any other Terms and Conditions
These Conditions shall have precedence over any conditions of the Customer including any appearing in any order forms, acknowledgements, purchase orders, etc. issued by the Customer.
Annex 2 aagBUDR Service Level Agreement
1.1 This Annex contains a service level agreement (“SLA”) setting out the levels of services to be provided by AIS to the Customer under this Agreement and compensation (as a genuine pre-estimate of loss) for failure to meet those service levels.
1.2 SLA Credits are the Customer’s sole and exclusive remedy for any failure to meet a specified service level.
1.3 This SLA only applies to the Services to the extent they are owned or operated by or on behalf of AIS.
1.4 This SLA does not apply to any third parties.
1.5 In this SLA words, abbreviations and expressions have the meanings given in the Conditions except as set out below:
“Availability” Means all the time in any calendar month for which the
customer is capable of accessing a login prompt and the Services are not subject to any Service Affecting Faults, and “Available” shall be construed accordingly;
“Business Day” Means every day excluding Saturdays and Sunday and bank holidays in the UK;
“Service Affecting Fault” Means an event which causes loss of external connectivity
for the Services; and
“Third Party System” Means a telecommunication system, network, indirect
network carriers, exchange or any other equipment that is neither owned nor operated on behalf of AIS.
1.6 AIS shall not be liable to pay compensation under this SLA where its failure to meet any of its obligations under this SLA is a caused by:
(a) Force Majeure Events;
(b) problems arising from Customer equipment (including hardware, software, applications or Customer content);
(c) a failure of any third-party system;
(d) any act or omission of the Customer or third party acting on its or their behalf;
(e) failure of the Customer to connect to the Services, for example problems with the Customers Internet access;
(f) failure of the customer to optimize, maintain, secure, configure, or troubleshoot the operating system or the software contained within;
(g) Suspension of the Service as provided in the Agreement;
(h) AIS performing system upgrades, enhancements or planned maintenance or unscheduled maintenance as provided in the Agreement or maintenance determined by AIS to be an emergency upon notice provided through the portal.
1.7 The maximum monthly credit available under this SLA is limited to an amount equal to the monthly Fee for the specific Customer.
1.8 Credits or other compensation under this SLA shall only be payable where:
(a) The Customer notified AIS at the time of the event by submitting a ticket in a timely manner,
(b) The Customer has submitted to AIS a claim in writing identifying the circumstances in which The Customer claims that the credit or compensation arose,
(c) AIS has agreed in writing to that claim. AIS will review and verify the claim and AIS’s determination of SLA Credits is final. AIS shall not unreasonably withhold or delay such agreement,
(d) The Customer agrees to continue to make payment in full for Services while a claim is being reviewed or SLA Credit is being determined.
1.9 All credits so payable shall be applied to the Customer’s next monthly bill for Service following AIS’s agreement to the claim. All claims for credits or compensation must be submitted promptly and in any event within 10 Business Days, after the occurrence of the circumstances giving rise to the claim.
1.10 The parties acknowledge that the service credits and compensation set out in this SLA are reasonable pre-estimates of the Customer’s loss and are not penalties.
1.11 AIS reserves the right to amend the SLA from time to time. If the amendment results in a material reduction in the service levels provided or the size or nature of the compensation payments AIS is liable to make, the Customer shall have the right to terminate the Service on 30 days’ notice.
2. Service Levels applicable to set up and installation
2.1 Set up of the account and portal will be completed within 10 working days after the receipt of the Direct Debit mandate. The first invoice for data storage will be on a monthly basis pro-rated from the date of setup. However, the data migration may take longer dependant on the Customers’ internet speed and availability, which will be outside of our control.
3. Service Levels applicable to Service Availability
3.1 AIS guarantees that the Service shall have 99.99% Availability, not including maintenance periods or periods caused by the events described in section 1.6.
3.2 If the Availability falls below 99.99% in any month, AIS will credit the Customer with one days’ free service.
3.3 AIS shall not be obliged to pay compensation in accordance with paragraph 3.2 where Availability falls below 99.99% because of routine or emergency maintenance of the Services pursuant to Paragraph 4.
4. Service Levels applicable to Fault handling on Disaster Recovery as a Service
4.1 The Customer shall report all Service Affecting Faults in the Service to AIS on the AIS ticketing system. The ticket must include Service type, date and times of the issue, error messages received (if any), contact information, and a full description of the loss of Service, including logs if applicable.
4.2 First response shall be within 2 hours (within business hours) on a Back UP and Disaster Recovery Service
4.3 AIS shall raise a trouble ticket and issue a reference number to the Customer and shall repair the Service Affecting Fault within the timescales for repair as set out in Table 1 below. If AIS fails to repair a Service Affecting Fault within the relevant timescale, the Customer may claim the compensation set out in Table 1.
4.4 Timing starts when a trouble ticket is raised and a reference number is issued to the Customer.
4.5 The Customer may obtain updates on the status of tickets by checking the AIS ticketing system and under the ticket number assigned to the matter.
4.6 AIS shall notify the Customer by telephone or e-mail when the Service Affecting Fault has been repaired and the Service has been successfully restored. The trouble ticket will then be closed.
5. Service Levels applicable to Network and Service Equipment Maintenance
5.1 AIS may suspend the Services to carry out planned maintenance or upgrade work on the Services. The parties agree that this planned suspension or diminution of the Service shall not be included in any calculation for compensation under Paragraph 3 above and will not be included as part of any service level calculations.
5.2 Except in the case of an emergency, AIS shall use reasonable endeavours to provide the Customer with notice of any suspension of the Service under Paragraph 5.1. If it fails to provide the appropriate notice, the Customer shall be entitled to a credit of one day’s free Service. The Customer notes and agrees that this Paragraph 5.2 is appropriate notice of the suspension of the Service under the terms of this Agreement.
5.3 AIS shall use reasonable endeavours to ensure that any disruption or interruption to the Services is kept to a minimum. AIS shall use reasonable endeavours not to suspend the Service for planned maintenance or upgrade work more than 12 times in any calendar year.
5.4 Our Back UP only service is dependent on a Customers’ internet connection and quantity of data. A failed Back UP will be noted and, if practicable, re-run during working hours, on confirmation from the Customer. If this is not practicable the Back UP will be allowed to run at its next planned time slot.