Service Level agreement
Uptime Guarantee and Service Level Agreement (SLA)
By registering and utilizing our services you agree to the following terms and conditions outlined in this document which is effective as of the date you purchase services from ITUS DataBank. This Agreement sets forth the terms and conditions of your use of ITUS DataBank's Dedicated Server and Virtual Server services (collectively, the "Services") and represents the entire agreement between you and ITUS DataBank relating to the Services. By purchasing the Services, You acknowledge and agree that you have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies that ITUS DataBank Corp. may establish and post on its website from time to time.
1 - The Service
1.1 ITUS DataBank Corp. reserve the right to decline services and goods to the customer.
1.2 ITUS DataBank Corp. reserves the right to perform notified maintenance on all services provided to The Client and wherever possible will provide advanced notice of such maintenance.
1.3 The customer must ensure they provide ITUS DataBank Corp. with a valid name, address, telephone and email contact address. The customer must inform ITUS DataBank Corp. of any change in their contact details within three days of any changes.
1.4 The Customer must ensure his usage of the service provided by ITUS DataBank Corp. is within the guidelines set out in the ITUS DataBank Corp. Acceptable Usage Policy or AUP.
1.5 Unless otherwise stated the service ITUS DataBank Corp. provides is unmanaged, although the Company will attempt to provide support for any 3rd party software and programs, no guarantee is made on the level of support ITUS DataBank Corp. provides for any 3rd party software.
1.6 Any problems caused by The Customer to service, (which include, but are not limited to, deletion of necessary operating system files, accidental or intentional infection by a virus/Trojan) may result in extra charges to The Client.
1.7 ITUS DataBank Corp. shall have the right upon prior written notice to relocate the Customer Equipment. In the event of an emergency, ITUS DataBank Corp. may relocate the Customer Equipment within such time as may be reasonable and without prior written notice as the circumstances reasonably warrant.
2 - Payment and Termination
2.1 The Customer shall pay the charges for the services set out when signing up for the services on the order form.
2.2 The customer is entering a thirty day monthly rolling contract unless specified in an additional service agreement between ITUS DataBank Corp. and the customer.
2.3 The customer shall provide no less than three days cancellation notice before their billing anniversary date. The customer will provide this notification via email to email@example.com or by recorded post to ITUS DataBank Corp. registered office address or by means of a cancellation support ticket through the customers control panel account at https://itusdatabank.com/clientarea.php.
2.4 ITUS DataBank Corp. shall be entitled 30 days before and at any time after the expiry of the service term to increase service charges for a service upon thirty (30) days written notice to the customer.
2.5 ITUS DataBank Corp. shall invoice the customer fourteen days before their service renewal date unless specified in an alternative agreement.
2.6 ITUS DataBank Corp. requires all invoices to be paid within fourteen days of creation unless another agreement is in place between ITUS DataBank Corp. and the customer. 2.7 ITUS DataBank Corp. reserves the right to suspend and/or disconnect any services for a customer with invoices that have not been paid by their due date.
2.8 ITUS DataBank Corp. reserves the right to prohibit the customer access to their equipment or data if the customer has overdue invoices.
2.9 Interest shall accrue on overdue invoices from the due date until payment (whether before or after judgment) at the rate of 1.5% per month. Interest shall accrue not withstanding termination of this agreement or any service for whatever reason.
2.10 All sums due to ITUS DataBank Corp. are exclusive of value added tax and any other applicable sales tax or duty which shall be invoiced and payable at the then prevailing rate.
2.11 The customer hereby acknowledges and agrees that its obligations to pay all amounts and charges due hereunder, and the rights of ITUS DataBank Corp. to such payments shall be absolute, unconditional and irrevocable and shall not be affected by any circumstances of any character, including, without limitation, any set-off, abatement, counterclaim, suspension, recoupment, reductions, rescission, defense or other right or claim that customer may have against ITUS DataBank Corp. .
2.12 Upon cancellation of service ITUS DataBank Corp. will not be able to provide the customer with any refund for services which have been provisioned to the customer.
2.13 The customer shall submit any billing disputes to ITUS DataBank Corp. no later than three days of an invoice due date.
2.14 Customers will be notified by email when they reach 80% of their monthly data transfer allowance. ITUS DataBank cannot guarantee delivery of this email and the customer should check their bandwidth usage via the graphs and tables provided in their control panel account with ITUS DataBank Corp.
2.15 Customers that exceed their monthly data transfer limit are automatically charged at a rate of $0.09/Gb of data transfer.
3 - Service Suspension
3.1 ITUS DataBank Corp. may, at its sole discretion and without prejudice to any right which it might have to terminate this agreement or a service, elect to suspend forthwith provision of any service until further notice in the event that:
(a) ITUS DataBank Corp. is entitled to terminate this agreement or such service; or
(b) ITUS DataBank Corp. is obliged to comply with an order, instruction or request of government, an emergency service organization or other competent administrative authority which affects its ability to provide the service.
3.2 ITUS DataBank Corp. may from time to time suspend a service in accordance with any applicable SLA to carry out any necessary maintenance work to the network or the service equipment.
3.3 In the event the suspension is implemented as a consequence of the breach, fault, act or omission of the customer, the customer shall pay ITUS DataBank Corp. all reasonable costs and expenses incurred by the implementation of such suspension and/or recommencement of the provision of the service and ITUS DataBank Corp. may recover any other losses suffered as a result of such breach, fault, act or omission.
3.4 ITUS DataBank Corp. shall not be liable for any loss, damage or inconvenience suffered by the customer as a result of any suspension pursuant to clause 3.1 save where the circumstances set out in clause 3.1 are solely attributable to the negligence of ITUS DataBank Corp.
3.5 Any communications between ITUS DataBank Corp. and the client are strictly confidential any disclosure of telephone calls, quotations, support tickets or email communication between the parties to media organizations, other businesses, discussion forums or any other third parties is strictly prohibited and may result in immediate service suspension.
4 - Indemnity
4.1 The Client agrees to fully indemnify and keep ITUS DataBank Corp, its subsidiaries, affiliates, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by it or them and arising from any of the following:
(i) The clients breach of the contract and/or this agreement or its negligence or other act, omission or default;
(ii) The operation or break down of any equipment or software owned or used by the client but not the hardware and/or software;
(iii) The clients use or misuse of the services;
(iv) The client infringing (whether innocently or knowingly) third party rights (including without limit IPRs).
5 - Disclaimer
5.1 The client acknowledges that the allocation of risk in the contract reflects the price paid for the services, hardware and software and that it is not within the control of ITUS DataBank Corp. how or for what purposes they are used. If any exclusion or limit of liability in the contract is held to be invalid and ITUS DataBank Corp. becomes liable for loss or damage that may lawfully be limited then such liability shall be limited to the amount paid by the client for the services.
5.2 ITUS DataBank Corp. shall have no liability to the client for any loss arising from any material, data or instructions supplied whether digitally or otherwise by the client or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the client or on its behalf. No action, claim or demand arising out of or in connection with the contract or this agreement may be brought by the client against ITUS DataBank Corp. more than one year after the cause of action has occurred.
5.3 ITUS DataBank Corp. is not responsible for any delay, malfunction, nonperformance and/or other degradation of performance of any of the services, hardware or software caused by or resulting from any alteration, modification and/or amendments due to changes and specifications requested or implemented by the client whether or not beyond those already supplied.
5.4 Neither ITUS DataBank Corp. nor anyone else who has been involved in the creation, production or supply of the services, hardware or software shall be liable to the client or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with this agreement, the contract or the services, hardware or software for any:
(i) economic loss of any kind whatsoever, or
(ii) loss of profit, data, business contracts, revenues or anticipated savings, or
(iii) damage to the Client's reputation or goodwill, or (iv) loss resulting from any claim made by any third party, or
(v) special, indirect or consequential loss or damage of any nature whatsoever, and the client shall indemnify ITUS DataBank Corp. from and against any claim which may be made against ITUS DataBank Corp. in respect thereof. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for consequential or incidental damages and therefore the above may not apply to the client.
6 - Uptime Guarantee and Service Level Agreement (SLA)
"Uptime" refers to the amount of time the Services are available, as measured solely and only by ITUS DataBank Corp. internal monitoring systems. "Downtime" refers to the amount of time the Services are unavailable, as measured solely and only by ITUS DataBank Corp. internal monitoring systems.
6.1 ITUS DataBank Corp. guarantees that its networking and connectivity services will be available 100% of the time. In the event such level of service is not provided, ITUS DataBank Corp. will credit the customer's account in an amount as determined in the chart below, reflecting credit percentages of the monthly fees paid by the for the services, but not payments made for any of the following products and services: domain name registration, software licenses, IP address charges, set up fees, shipping and handling, SSL certificate fees, labor charges, and other services which are unrelated to uptime.
100% will result in a credit of 0%
99.1% to 99.9% will result in a credit of 5%
98% to 99% will result in a credit of 10%
95% to 97.9% will result in a credit of 25%
90% to 94.9% will result in a credit of 50%
89% or below will result in a credit of 100%
6.2 The customer must request a credit by emailing firstname.lastname@example.org. The email must include the dates and times of the downtime and the name and IP address of the server or servers which experienced the downtime. The request must be received by ITUS DataBank Corp. within ten (10) business days after the incident of downtime. If the unavailability is confirmed by ITUS DataBank Corp, credit will be applied to the customer's account within thirty (30) days of receipt of the customer's credit request.
6.3 The total amount credited to the customer in a particular month under this agreement shall not exceed the total amount of fees paid by the customer for such month for the affected services. Credits are exclusive of any applicable taxes charged to the customer or collected by ITUS DataBank Corp.
6.4 The provisions of the agreement pertaining to Force Majeure are unaffected by these terms referring to uptime guarantee. Moreover, downtime caused by any of the following shall not result in any obligation by ITUS DataBank Corp. to provide credit to you:
1. Emergency maintenance.
2. Scheduled maintenance.
3. System upgrades.
4. Domain name system (DNS) problems outside of ITUS DataBank Corp. control.
5. Issues with FTP, POP, IMAP, or SMTP customer access.
6. Acts or omissions by you or any of your employees or agents, resulting in downtime.
7. Any negligence, willful misconduct, or use of the services in breach of ITUS DataBank Corp. Acceptable Use Policy.
8. Problems with users' web browsers, DNS, or other caching that might make it appear the services are unavailable even though others can still access the ITUS DataBank Corp. servers.
7 - Hardware Replacement Guarantee
ITUS DataBank Corp. strives to maintain the integrity of the hardware used to provide its services, and any downtime caused by hardware failure shall be credited pursuant to this agreement. ITUS DataBank Corp. maintains a stock of all essential hardware necessary to provide the services. ITUS DataBank Corp. shall replace any and all substantially malfunctioning hardware within 1 hour of ITUS DataBank Corp. becoming aware of such substantial malfunction. The amount of time for replacement of hardware shall be measured from the moment that ITUS DataBank Corp. determines that the hardware must be replaced, and does not include time spent diagnosing the problem, researching other solutions, investigating the cause of the failure or time spent installing software, restoring backups or other, similar situations. In the event that ITUS DataBank Corp. fails to meet this hardware replacement guarantee, ITUS DataBank Corp. will issue, to you, account credits in the amount of 10% of the base monthly server rent for each hour after the first hour of the monthly service fee for the server in question to a maximum of 50% of the cost of the server itself (excluding any management, upgrades or additional services associated with the server in question.) To receive a credit, you must make a request by sending an email message to email@example.com. Each request in connection with this Agreement must include the dates and times of the hardware replacement situation, the name and IP address of the server or servers which experienced delayed replacement. The request must be received by ITUS DataBank Corp. within ten (10) business days after the incident. Upon confirmation by ITUS DataBank Corp, credit will be applied to your ITUS DataBank Corp. account within thirty (30) days of receipt of your credit request.