Disaster Recovery as a Service (DRaaS) Product Terms.

Product Terms

The following Product Terms apply if the relevant Services are included within your Quotation. In the event of a conflict between the Product Terms and the applicable Terms and Conditions, these Product Terms shall prevail, but only to the extent of such conflict. Any capitalised terms used in this document shall have the meanings set out in the applicable Terms and Conditions (save where expressly provided otherwise below) and any additional definitions outlined below shall also apply.

Definitions

Note: DRaaS is a self-service product and is provided on the basis of a specific SLA for DRaaS services only. See SLA schedule.

The following amended definitions shall apply and the Agreement construed accordingly

“DRaaS” means disaster recovery as a service

“DRaaS Invoice” means the invoice(s) which is/are generated and sent to the Customer at the end of each month during the Failover Period.

“Failover” means Where DRaaS is initiated via one of the following options

• notified by the Customer to the Company via the telephone;
• through the Support Portal;
• when the Company is directly notified through the Veeam software triggered by the Customer

“Failover Period” means the time between Failover and the point at which Revocation is initiated

 “Initial Term” means the minimum term stated on the Quotation commencing from the date upon which the Services are made available to the Customer (being when connection details along with the username and password are sent to the Customer).

“Replication” means the process of transferring data from the Customer’s infrastructure to the Company’s infrastructure using the Customer’s Veeam Backup & Replication Software.  Replication jobs run on an automatic schedule at chosen intervals.

“Revocation” means the process of reverting the Failover operation via one of the following methods.

• Undo Failover – can be performed by the Company through the Company’s Veeam Backup & Replication Software or by the Customer through the Support Portal or the Customer’s local Veeam Backup & Replication Software. All changes made on the Company’s virtual machines during the Failover Period will not be replicated back to the Customer’s local infrastructure
• Failback to production – can only be performed by the Customer via the Customer’s local Veeam Backup & Replication Software. All changes made on the Company’s virtual machines during the Failover Period will be replicated back to the Customer’s local infrastructure.

 “SLA” the Service Level Agreement relating to DRaaS a copy of which has been made available to the Customer prior to signature of the Quotation;

Third Party Software

Other than up to date Veeam Backup & Replication, the Company does not warrant that the Company’s technology or the Services will be compatible with any equipment, software or other technology not furnished by the Company.

On Failover, the Customer shall automatically be billed for its use of Microsoft windows licences, such details (including cost) to be provided to the Customer prior to signing the Quotation.  The Customer agrees to and accepts it is bound by the terms of the end user licence agreement with Microsoft, a copy of which is made available on the Company’s website in the product specific terms area.

 All other licensing requirements remain the responsibility of the Customer.

Charges

Clause 6.1 of the Agreement shall be deleted and the following clauses 6.1 to 6.3 inserted into the Agreement and the remaining clauses in Clause 6 shall be consequentially re-numbered accordingly.

6.1 All Charges for the Services shall be detailed on the Quotation or Invoice and, where a Failover has been initiated, charges relating to DRaaS shall be detailed on the DRaaS Invoice.  Charges relating to DRaaS shall be in line with the Company’s eCloud Public billing model.  Set up fees and any monthly fees which are agreed to be paid in advance as stated on the Quotation will be invoiced following signature of the Quotation.  Invoicing of Charges for subsequent months shall commence 30 days after the Services are made available to the Customer (monthly in advance) unless otherwise agreed and stated on the Quotation.  All payments shall be due to the Company on presentation of invoice or as otherwise stated on the Quotation.  Any charges incurred for DraaS when Failover has occurred, shall be payable in arrears by the Customer within 30 days of receipt of the DraaS Invoice.

6.2 The pricing set out in the Quotation is estimated to the extent that the actual cost during the term of the Agreement may vary based upon options selected by the Customer for storage allocation, the number of virtual machines replicated by the Customer to the Company, additional external IPs or external VLANs. Any adjustments to fees following changes agreed by the Customer or self-selected in the Support Portal (as the case may be) will be charged to the Customer on the successive monthly invoice after the changes are made.

6.3 On entering into this Agreement, the Company will provide the Customer with up to eight external IPs, free of charge.  The Customer will be charged for any additional external IPs above eight at the Company’s then prevailing rate.  The Company will not provide the Customer with more than one external IP per virtual machine that the Customer replicates to the Company.

DRaaS SLA

Terms and Meaning

In this Service Level Agreement the following words shall have the following meanings unless the context requires otherwise:-

1. Service Definitions

Provide Support & Maintenance Services for the Customer’s System to ensure that all parts of it continue to function in all material respects in accordance with its Intended Functionality.  The following describes the Support & Maintenance Services and these will apply to the extent purchased by the Customer as part of its solution as detailed on the Company’s Quotation:

2. Third Party Software and Licencing

The Company will provide support for the Veeam software to facilitate the contracted DRaaS service from the Company at the Company end only, unless the Company has provided the Customer with a Veeam rental licence and in which case the Company shall support installation at the Customer end also. The Company will work with the Customer during problem analysis to determine whether or not a technical issue is related to the third-party software. The Company does not support operating systems or in guest applications post Failover as standard with the exception of ensuring network connectivity to virtual machines.

A Customer may choose to purchase additional extended support from the Company to cover best effort support on operating systems and supported guest applications on Failover. The Company does not support applications that do not feature on the Company’s supported applications list from time to time as notified to the Customer or as part of the agreed Intended Functionality. However, the Company will offer reasonable efforts to support the Customer and if the Company engineer is familiar with the software they may, at their discretion, offer help or advice. The Customer is responsible for accepting advice and for any consequences for any unsupported applications.

This Service Level Agreement does not include or apply to and/or guarantee the following:

• issues with or caused by third party software installed by the Customer;
• any Customer code for which the Company shall not be responsible;
• any issues caused by the Customer making changes to the System or to its own software/hardware and/or equipment which is not agreed in writing with the Company and tested for compatibility prior to making such changes;
• issues caused where the software/hardware and/or equipment provided by the Customer does not conform to the design and/or specification requirements agreed in writing with the Company; this shall include the requirement for the Customer to have a Company-provided firewall device as part of the Specification; and
• the availability of any Application Programming Interface (API) written and provided by the Company as part of the Services.

3. Support Hours

In this Service Level Agreement time is categorised into the following periods:-

The Support & Maintenance Services will be provided within the following periods:-

4. Documentation website

The Company will use reasonable endeavours to maintain and make accessible to the Customer, a website containing guidance intended to enable the Customer to resolve problems in use and operation of the System.

5. Helpdesk

Provide a helpdesk (accessible by telephone, email and via the Support Portal) to provide technical support to authorised Customer personnel (as listed in the Support Portal) using, maintaining, updating or amending the System.

The Company will use all reasonable commercial efforts to ensure the helpdesk is staffed at all times (24 hours a day, 365 days a year) by sufficient personnel.  During Emergency Hours, support shall only be required to respond to Critical level severity Support Requirements and the Company will use reasonable efforts to service High Level and Normal Severity level Support Requirements.

1. Helpdesk support includes:-

1. Logging Support Requirements, obtaining any information required by the Company in order to resolve Support Requirements and keeping the Customer updated regarding the status of Support Requirements.
2. Answering queries on the use and operation of the System.
3. Answering queries on the System documentation.
4. Guidance in operation of the System.
5. Assistance in identifying and verifying the causes of suspected Incidents in the System.
6. Advice on working around or correcting identified Incidents in the System.

2. The Helpdesk will:-

1. Use reasonable endeavours to answer all support calls within 3 rings;
2. Answer over 90% telephone requests for support within 20 seconds.

3. Helpdesk Contact Details:-

Additional contact details can be found in the Support Portal or via the Customer’s Account team.

6. Planned Maintenance

Planned Maintenance shall include: on the third Tuesday of every calendar month between 10.00 and 12.00 UK local time (Maintenance Window), the Veeam DRaaS platform will be put in to maintenance mode in order for Microsoft Windows updates to be applied to the Systems; this will last for a maximum period of 2 hours. If the Maintenance Window is required to be longer than this, a maintenance notification will be sent to the Customer.  Replication jobs initiated during the Planned Maintenance will not be successful.  Replication jobs that are started prior to the Planned Maintenance but run over into it, may be forcefully cancelled by the Company, in order for the maintenance updates to be completed.

If the Planned Maintenance starts during a Failover Period, the Failover will not be cancelled. Failover tasks that have completed will not be effected by the Planned Maintenance, but Revocation cannot be initiated until the end of the Planned Maintenance. If the Customer needs to initiate Failover due to a disaster recovery situation during the Planned Maintenance, the Customer should contact the Company who will stop the maintenance at the earliest possible time and initiate Failover on the Customer’s behalf.

7. Service Level Timescales

The Company will use reasonable endeavours to meet the following timescales for a Support Requirement:-

Failover

The RPO on Failover shall be one hour; and

The RTO on Failover shall be one hour

Specifically in relation to Failover, this Service Level Agreement does not include or apply to:

In measuring Response Times:

All Response Times are calculated from Support Requirement Commencement.

All Response Times are only applicable to Support Requirements raised through a phone call from the Customer or a ticket raised by the Customer via the Support Portal and where the Customer has correctly classified the severity level of the Support Requirement.  Resolution agreed only applies to Support Requirements where the root cause falls within the Company’s responsibility. The Resolution agreed is satisfied when the Support Requirement is either resolved or a time frame and plan for full resolution has been communicated to the Customer.

The Customer is expected to provide the Company with accurate and prompt notification of any problem and assist the Company as may reasonably be required to diagnose problems and implement any Resolution Agreed.

8. Availability

The Company shall ensure that Availability of the System in any month is not less than 99.75%

Availability for a month shall be calculated following the end of that month using the formula:-

“Availability” = (OH – D) x 100

             OH

Where:-

OH = Total Operating Hours of the System during the month, where “Operating Hours” are 00.00 am to 23.59 pm each day of that month;

and D = Total Downtime during Operating Hours during the month, where “Downtime” means non-availability of one or more of the primary functions of the System (as set out in the Specifications) but excludes

• any agreed downtime;
• any downtime due to emergency or scheduled maintenance
• any downtime attributable to the Customer or its Customer’s actions or omissions including Customer’s configuration;
• any downtime is due to issues in Customer’s data integrity, system software, the operating system, vendor supplied patches; internet connection and/or application code;
• any downtime is due to application load and/or traffic spikes;
• any downtime attributable to the Customer’s application on Failover or the Customer’s acts or omissions during Failover;
• any downtime caused by network failure or configuration;
• any downtime caused by an application operated by the Customer on its system (in circumstances where there has been failover and the System performed as anticipated);
• capacity management for which the Customer is responsible;
• any downtime that is caused where the Company is instructed to access the Customer’s property;
• Any downtime within the RTO period;
• any downtime attributable to the Customer’s failure to have adequate licencing in place to enable cloud hosting; and
• where the Customer’s System fails to respond to the Company’s monitoring tool.

This only includes downtime of the network, Hardware, virtualization and base operating system components.

For example: –

During one particular month e.g. July there are a total of 744 Operating Hours.

If during that month there is Downtime of 1 hour then Availability shall be calculated as follows:- (744 – 1) x 100 = 99.86559%

Therefore Availability = 99.87%.

Where a proportion of virtual machines comprised within the System are not available but the System is still available, this shall be deemed to be Partial Downtime.

9. Service Credits

If the Company fails to comply with any Service Levels it shall pay to the Customer Service Credits as follows. The Customer’s right to such Service Credits shall be in substitution for and to the exclusion of any other rights arising from the Company’s failure to provide the Services in accordance with the terms of the Agreement.

1. Availability – In respect of any month when the level of Availability (as defined in Paragraph 8 – Availability) is as follows, the Customer shall receive the Service Credits shown:-

Where there has been Partial Downtime (as defined above) Service Credits shall be calculated to reflect the overall percentage of the solution which is not available – so for example, if there are 20 virtual machines and one is not available, one twentieth of the Service Credit shall be paid.

2. Service Levels – In respect of any month when failures to comply with the Service Levels (as defined in Paragraph 7 – Service Level Timescales) for Critical and High severity requests is as follows, the Customer shall receive the Service Credits shown: