TERMS AND CONDITIONS OF THE SERVER SERVICES OF EKTACO AS
These general terms and conditions constitute a part of the contract for services providing the general principles and procedures for the communication between the Contracting Entity and the Contractor as well as the general terms for carrying out activities between the parties if the contract for services includes the provision of server services.
1. GENERAL DEFINITIONS
Contract is a contract for services concluded between the Contracting Entity and the Contractor with all its Annexes and taking into account all amendments and supplements of the Contract formalised in compliance with the Contract and/or the Annexes of the Contract, on the basis of which the service is provided.
2. OBJECT:
2.1. The object of general terms is the provision of server services to the Contracting Entity in the Hosting environment on the Servers of the Contracting Entity and/or its contractual partner.
3. DEFINITONS
3.1. Contracting Entity is the consumer of the server service.
3.2. Contractor is the provider or distributor of the server service.
3.3. Server – Resource and accompanying hardware and software in the possession of the Contractor, implemented for the provision of the server service to the Contracting Entity, limited by one or many physical servers and divided among the Contractor’s other clients; accessible with authorisation codes.
3.4. Hosting environment – Telia Class A server room.
3.5. Critical problem – Incident or problem paralysing the Contracting Entity’s services or applications in servers or server services of high commercial significance.
3.6 Non-critical problem – problems not hindering business activities, e.g. problems with administration in server services and other server-related problems that do not directly interfere with work.
4. RESPONSE TIMES AND SERVICES
4.1 Response time during the Contractor’s working hours (workdays and Mon to Fri 9:00 – 17:00):
4.1.1 Response time, Critical problem: Service’s consecutive downtime must not exceed 4 (four) hours.
4.1.2 Response time, Non-critical problem: Readiness of the Contractor to begin work via remote administration to solve the Incidents and Problems present in the Contracting Entity’s servers no later than within 8 (eight) hours. Time spent on eliminating the problem must not exceed 24 (twenty-four) hours.
4.2. Server administration includes:
- 8/5 helpdesk (9:00 – 17:00)
- Monitoring of servers and Internet access;
- Monitoring of the servers’ system log files;
- Inspection of the functioning of the server’s (cloud backup service) Backup – monitoring of logs;
- Installation of error correction packages for the servers’ operation systems;
- Inspection of the proper functioning of the server’s antivirus software;
- Identification of the server’s hardware and software failures and if necessary, organisation of repairs or solving of problems.
4.3. Contractor provides the server services if the Contracting Entity has performed its duties and there are no outstanding invoices.
4.4. Monitoring of servers and Internet access includes:
- Monitoring of networks connection(s) (PING);
- Monitoring of the processor’s load (processor’s load over 80%, critical level);
- Monitoring of memory usage (memory usage over 80%, critical level);
- Monitoring of available space on hard disk, monitoring of the database located on the server.
5. PRICE
5.1. The price of server services stipulated in the Contract and its Annexes is laid down in the Contract concluded between the Contracting Entity and the Contractor.
6. RIGHTS AND OBLIGATIONS OF THE CONTRACTING ENTITY
6.1. The Contracting Entity has a right to use the server service only for storing the CompuCash/CompuAccess database. Upon hosting several CompuCash/CompuAccess databases it shall be agreed separately and a respective price shall be determined.
6.2. The Contracting Entity is responsible for the contents of the Server allocated to him and is under obligation not to disclose materials on the Server or provide services which are not in compliance with the legislation or good practices or violate the rights of third parties.
6.3. The Contracting Entity has a right to request the delivery of a backup copy on a medium chosen by the Contracting Entity; this is a priced activity and its price shall be determined pursuant to the Contractor’s pricelist, taking into account the size of the database and the time spent.
6.4. The Contracting Entity is obliged to guarantee the terms and conditions necessary for the performance of the Contractor’s contractual obligations, incl. access to serviced software.
6.5. The Contracting Entity shall not use on the Server any software, scripts, programs or other applications that may disturb or damage the Server’s purposeful activities and undertakes to eliminate these no later than two (2) hours after the Contracting Entity has issued the respective notice.
6.6. The Contracting Entity shall not use on the Server any programs or applications enabling the distribution of bulk email (junk email), threatening, disparaging or misleading emails and shall not send such emails himself. The Server must not be used for activities that constitute as attacks on third persons (incl. port scanning, requests burdening computer networks and/or their equipment, etc).
6.7. The Contracting Entity undertakes to pay for the invoices issued pursuant to the Contract in a timely manner.
7. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR
7.1. To ensure the provision of stable server service, the Contractor shall regularly carry out Server maintenance. The Contractor shall inform the Contracting Entity at least five (5) calendar days in advance of regular maintenance and repair activities which may interfere with the everyday use of servers. In urgent cases the Contractor may carry out maintenance and change configuration settings without giving prior notice to the Contracting Entity whereas service downtime caused by activities determined in this Clause must not exceed the time period determined in Clause 4.
7.2 The Contractor shall make backup copies of the Servers of the Contracting Entity once every 24 hours and shall store the copies of the last 7 days. The Contractor shall ensure the creation of a comprehensive backup copy of the Servers that function properly at the time the copy is made, as well as the restoration of Servers with the help of said copy.
7.3. The Contractor has a right to issue mandatory precepts to the Contracting Entity for the termination of illegal activities related to the use of server service or activities violating the terms and conditions of the Contract, incl. for the elimination from the Server of illegal materials or materials not in compliance with good practices; the Contractor has a right to eliminate such materials himself. As the possessor of certain technical information, the Contractor has a right to decide whether the Client’s activity burdens, disturbs or damages the Server and if necessary, to stop the provision of service to the Contracting Entity, justifying his decisions in writing.
7.4 The Contractor has a right to immediately stop the provision of service to the Contracting Entity if
7.4.1. The software, scripts or other applications used by the Contracting Entity have caused Server failures, generated overload or interfere in any other way with the Contractor’s provision of services;
7.4.2. Internet attacks have been directed against the Server(s) of the Contracting Entity (incl. denial of service attacks, i.e. DoS and DdoS attacks);
7.4.3. The Contracting Entity fails to abide by the Contractor’s precept referred to in Clause 7.3.
8. LIABILITY OF PARTIES
8.1. The Contractor shall not be liable for the damage caused by:
8.1.1. Failures caused by the software used on the Server by the Contracting Entity;
8.1.2. The Contracting Entity’s activity or inactivity upon Server administration, incl. the content of materials stored in the Server or disclosed by the Contracting Entity or emails sent during the use of the server service from the accounts of the Contracting Entity or accounts owned by him;
8.1.3. Possible interruptions, Internet attacks (incl. denial of service attacks, i.e. DoS and DdoS attacks) due to the load of the Server and/or failures caused by third persons;
8.1.4. Spreading of viruses on Servers;
8.1.5. Failures arising from the Hosting environment.
8.2. The Contracting Entity shall compensate for damage arising from damaging the Server by the software or application used by him or from illegal impediments to the activity of the Contractor if the Contractor has given prior notice to the Contracting Entity of such activity. If the Contracting Entity’s actions upon damaging the Server are deliberate, he shall be responsible irrespective of the notice given by the Contractor.
9. PAYMENT PROCEDURE
9.1. The Contracting Entity shall pay the Contractor on the basis of issued invoices once a month or pursuant to the interval laid down in the Contract concluded between the Contracting Entity and the Contractor;
9.2. Payment shall be a non-cash settlement and shall be transferred to the Contractor’s bank account by the deadline specified on the invoice.
9.3. The Contractor has a right to stop the provision of services if the Contracting Entity has an outstanding invoice exceeding the payment deadline by more than 30 days. The provision of services shall resume once the invoice has been settled.
10. CONFIDENTIALITY
10.1. The Contractor shall not disclose to third parties any information regarding the Contracting Entity’s financial situation, management system, economic activities, data stored in the database and other information of confidential nature.
10.2. The Contracting Entity shall inform the Contractor of all work activities related to basic software in the Contracting Entity’s information system that are commissioned from third parties if said activities are carried out on the server.
10.3. The Contracting Entity shall not conclude without the Contractor’s prior written consent any contracts and agreements with the Contractor’s employees for the purchase of services or know-how that constitute as the object of the Contract during the validity of Contract and 6 months after the termination of Contract.
11. VALIDITY OF CONTRACT AND TERMS AND CONDITIONS FOR ITS TERMINATION/AMENDMENT
11.1. The Contract and its general terms and conditions shall enter into force upon signature and shall be valid till the date laid down in the Contract or its Annexes.
11.2. If the Contract has been entered into for an unspecified term, the Parties have a right to terminate/amend the Contract, notifying the other Party of this intention at least 2 months in advance.
11.3. The Parties have the right to terminate the Contract unilaterally if the Parties have not adhered to the terms and conditions of the Contract but not earlier than 21 days after receiving the respective written notice.
11.4. If the Contract is terminated, the Contractor shall deliver the final status of the data stored on the server no later than 7 workdays after the termination of the hosting service. The delivery shall take place on a medium chosen by the Contracting Entity.
12. FORCE MAJEURE
12.1. Failure to perform contractual obligations or unsatisfactory performance of said obligations does not constitute as a violation of Contract if it is caused by Force Majeure or insoluble problems.
12.2. Force Majeure are circumstances not dependent on the Parties that impede or make it impossible to perform contractual obligations and which cannot be influenced by the Parties and pursuant to the principle of reasonableness the Parties cannot be expected to consider said circumstances upon signing the contract or the generation of a non-contractual obligation, or overcome the impeding aspect or its consequences.
12.3. Insoluble problems are failures arising from standard software or hardware or both simultaneously, which impede the proper performance of contractual obligations.
12.4. Clause 12.1 of the Contract shall not exempt the Parties from making efforts to eliminate the effect of Force Majeure and from the performance of contractual obligations if its effect is over.
13. OTHER TERMS AND CONDITIONS
13.1. The Contractor has a right to review the service price once a year and amend it as necessary. The Contracting Entity shall be notified of the change in price 2 months in advance.
13.2. The Contractor has a right to change to the general terms and conditions.
13.3. If any provision of the Contract or the general terms and conditions is not in compliance with the laws of the Republic of Estonia or other legislation, it shall not have any influence on the validity of the rest of the provisions.
14. DATA PROCESSING
14.1. Contractor collect and use Client`s and Client`s customers data independetly for Contract execution purposes only.
14.2. By signing contract, Client give acceptance to collect and use Client data and Client customers data. Client confirm the right to give customers data to Contractor for services and Contract execution.