1 PURPOSE OF THIS AGREEMENT
1.1 The purpose of this document is to formalize Service Level terms for Services between the Client and VWS Cloud Hosting.
1.2 We agree to perform the Services, within the agreed timeframes, with due care and skill. For performance of the Services and in accordance with the payment terms in this Agreement, we will receive payment for these Services.
1.3 The Client signifies their acceptance of this Service Level Agreement when they sign up for our Services.
1.4 The terms of this Agreement outline and govern our arrangement for these Services as follows:
2.1 “Client” means the person or business using our Services
2.2 “Confidential Information” means any written or oral information that is provided by the Client to us (in whatever format or medium used, provided directly or indirectly) that is not Excluded Information and that:
(a) is about your affairs, business or identity and is obtained by VWS Cloud Hosting or from someone on my behalf (as a result of your engagement for Services);
(b) information You identify to us or make us aware is considered to be confidential and proprietary;
(c) may include ideas, code, script, indicators or algorithms or similar;
(d) includes our ownership of our intellectual property; or
(e) is personal information for the purposes of the Privacy Act 1993
2.3 “Excluded Information” means information that we can establish:
(a) was already in the public domain when it was given to us;
(b) becomes, after being given to us, part of the public domain, except through disclosure contrary to this agreement;
(c) was already in our possession when it was given to us and had not been acquired in some other way (directly or indirectly) from the Client; or
(d) was lawfully received from another person who had the unrestricted legal right to disclose that information free from any obligation to keep it confidential.
2.4 “Services” means the website hosting, reseller hosting, provision of virtual private servers and any other services we offer on or through the website from time to time.
2.5 “the website” means vwscloud.com
2.6 “we”, “us” means BOR DESIGN Ltd (T/A VWS Cloud Hosting) and includes its directors, employees, contractors and affiliates.
3.1 We agree to provide the Services to the Client in accordance with the terms in this Agreement. We agree to provide these Services in a professional manner and in accordance with generally accepted industry practice and standards. We may perform the Services using our representatives or third parties who have appropriate qualifications and skills to perform the Services as may be required.
3.2 In addition, we represent and warrant that:
(a) in providing the Services we will comply with the law and with industry standards;
(b) the work performed to provide the Services will be done to a high standard in accordance with best practice; and
(c) the Services will be fit for the purpose required by You.
3.3 As part of our quality service commitment to the Client we provide the following:
(a) Availability: 99.9% monthly average of scheduled availability of our Application Web Servers. This means that your ability, via web browser, to retrieve HTTP headers from a hosting server will meet our monthly scheduled availability. We are not responsible for, nor do we monitor availability of individual web sites but only the server availability as a whole;
(b) Uptime Guarantee: In the event there is some disruption to our uptime guarantee, we will provide a reimbursement as follows:
100% to 99.9%- up to 44 minutes of downtime: 0%
99.9% to 98%- 44 minutes to 14hrs 52 mins: 15% of monthly fee
98% to 95%- 14 hrs 53 mins to 37hrs: 30% of monthly fee
95% to 90%- 37 hrs 13 mins to 74 hrs 24 mins: 65% of monthly fee
less than 90%- More than 74hrs 25 mins: 100% of monthly fee
(c) Customer Support: We are available 9am to 5pm business days NZ Time excluding New Zealand public holidays, to provide customer support for technical and other issues.
3.4 We do not warrant that the system or Services will be free from disruption. The Client acknowledges that the Service may be suspended from time to time to enable works to be carried out to maintain and repair the system, update or upgrade in accordance with standard general practices. We will use our best endeavours to minimise the impact on the Client’s business and operation for any suspension or disruption to the systems. From time to time, VWS Cloud Hosting may be required to perform emergency service maintenance without prior notification to the Customer in order to protect the integrity of the server, apply critical updates, or restart services due to configuration failure. These instances are not included in the 99.9% uptime guarantee.
3.5 In addition, we are not responsible for circumstances outside VWS Cloud Hosting’s reasonable control, including but not limited to, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labour disturbance, interruption or delay in telecommunications or third party services, failure of third party software (including but not limited to cPanel, e-commerce software, payment gateways, free scripts or similar), DNS propagation issues, email or website delivery and transmission, outages in the Internet, DNS caching, browser caching or other issues that may hinder Client access to the Service while other persons are still able to access it.
3.6 We will offer technical support available during business hours (9am to 5pm). Any other support is on a best efforts basis and at no time is business technical support availability guaranteed outside normal business hours.
3.7 From time to time or at any point, You may request or require a variation (“Variation”) to the Service or request additional services, in writing with a full description. We will provide a quote and costing estimate for the Variation and if we agree to proceed, the agreed Variation will form part of and be on the same terms as the Services in this Agreement.
3.8 You will be providing Confidential Information which is proprietary to the owner/You to enable VWS Cloud Hosting to provide the Services, which we agree to keep confidential.
3.9 The confidentiality provisions of this agreement remain until the Confidential Information becomes part of the public domain.
4 DELAYS AND DISPUTES
4.1 If at any time any aspect of the Services are not reasonably acceptable to the Client, or we disagree on the quality, substance, or we disagree for any reason on the Services, You will notify us of the reason, specifics and will give VWS Cloud Hosting a reasonable amount of time (“Grace Period”) to respond or rectify the issue. If, after this Grace Period You are not satisfied with the results or we agree to stop the Services, You can request us to stop work, and all payments outstanding for Services become immediately due and payable.
4.2 In the event of any dispute that cannot be resolved between the parties, both the Client and VWS Cloud Hosting agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and each of us agrees to pay our own costs.