SDC carries out the hosting of physical / virtual server / application (s) for the customer in one or more of SDC’s data centers.
The term “customer solution” refers to the product/service package that the customer wants delivered. This may, for example, include several physical / virtual servers and possibly special applications.
3. Extent of Hosting
SDC shall provide and maintain all the technical equipment required by the customer solution. This may include servers, operating systems, high speed Internet connectivity and secure storage of equipment in a hosting center with power and cooling, security, and protection against fire and theft.
4. Specifications for Hosting
SDC guarantees that the hosting, as a minimum consists of the following:
- Location of all technical equipment in a hosting center with minimum 99% uptime, UPS batteries, backup power generators, locked server cabinets, redundant Internet connectivity and protection against fire and theft. Data center uptime covers the availability of power and an Internet connection, measured over 30 days. Servers and software provided by the customer are not included in this uptime.
- The data centers are physically secured with multiple levels of steel doors with minimum magnetic card and key code required. In addition, the data centers are secured with intrusion alarms, CCTV, and 24/7 on-site security staff. Rack cabinets where the servers are located are locked with a key system only SDC’s hosting technicians have access to.
- Gigabit Internet connection and gigabit backbone shared between all servers in the customer’s solution.
- Servers with redundant hard drives and power supplies, with enough processing power and memory to support the customer’s solution. The servers provided by SDC are guaranteed 99% uptime on all days from 6:00 a.m. to 2:00 a.m. Service window of 2:00 a.m. to 6:00 a.m. is reserved for servicing of technical equipment, upgrading software and backup and more. SDC aims, however, for 99% or higher uptime on servers throughout the day and to make minimal use of the service window. Customer will be notified in timely manner prior to scheduled down time. SDC does not guarantee uptime of applications and other equipment not covered by the customer solution that is supplied by SDC.
- 24/7 support year round with a maximum 3-hour response time from time of failure report. It is SDC’s goal to achieve a response time of less than 1 hour for all cases.
- 24/7 remote monitoring of servers and application availability. When an error is detected notification is made via e-mail and text message to a number of email addresses and phone numbers of the customer’s choosing. SDC is also notified of any errors and if the error relates to SDC equipment or customer solution managed by SDC (hardware, operating system and possible extra applications), SDC will automatically begin troubleshooting in accordance with the above section.
5. Ownership of technical equipment, software and data
SDC owns all network equipment, Internet connection, servers with operating system and any additional supplied applications such as: Web server application and database software. The data center operator owns UPS systems, generators, cooling, fire and theft prevention etc., while SDC has the right to use the facilities. SDC is required to ensure that any agreements with the data center meet the requirements of this agreement so that the customer needs only enter this agreement with SDC. The customer owns and has rights to all data and any software that the customer has stored and installed on the server.
6. Software License management and reporting
When software licenses are part of the products and services delivered, a license reporting agent is required to be installed on all relevant products to ensure correct reporting of license usage to SDC. This agent is installed at no cost to the customer (and/or reseller).
Licenses are reported per user, per computer or per CPU core. While SDC makes every effort to ensure any changes to CPU core and OS licenses are accounted for, customers and resellers often change user counts and usage on their own throughout the quarter. It is the customer’s own responsibility to manage their user count and CPU core allocation, in particular deletion of unused user and computer accounts to ensure security and avoid being billed for these accounts. To assist with this, SDC will send reports detailing the license usages to each customer (and/or reseller) prior to each billing cycle.
The customer acknowledge that on the 1st day of each calendar quarter, SDC will bill the customer based on the reported license usage on this day and any license changes after this day will not apply until 1st day of the following calendar quarter. In case of a license count change, an updated SLA will be issued to the customer after billing is completed.
Both SDC and the customer agrees that all details of internal business affairs, including the agreed upon terms of this agreement shall be treated confidentially and shall remain confidential after termination of this agreement.
8. Limitation of Liability
Each party to the other party is solely responsible for the damages directly attributable to the party’s obligations under this Agreement and only to the extent that liability can be imposed in accordance with Florida law. Neither party is responsible for the other’s loss, lost profits or other indirect losses. Neither party is liable for failure or delay in fulfilling their obligations under this agreement if it is determined that the delay or failure is due to a fact that the party could not foresee and had no opportunity to influence, including for example war, riots, civil unrest, government intervention, blockades, intervention by public authorities, seizure, fire, natural disasters, terrorism, strike, lockout, export or import bans, disruptions of normal communication, epidemics, lack of energy or otherwise causes that lie outside the control of the parties and which is likely to delay or prevent the parties meeting their obligations. Each Party must subscribe for and during the contract maintain statutory and necessary insurance in connection with the execution of its business, including but not limited to liability insurance.
9. The Secure Data Center Guarantee
If unsatisfied, the customer shall be repaid in full payments made since the earliest record of unsatisfactory conditions if SDC fails to achieve satisfactory conditions within 30 days of a formal complaint by the customer to SDC management.
This agreement is subject to Florida law. Any dispute shall be settled by the Seminole County Court.
11. Commencement and Termination
This Agreement shall enter into force on the day both parties have signed the agreement. SDC reserves the right to terminate the agreement for any reason with a minimum of 6 months notice. SDC may terminate the agreement with immediate notice if the customer fails to pay any invoice within 2 weeks for the invoice due date. The customer may terminate the agreement for any reason at any time, effective at the end of the pre-paid period.
12. Special features of the termination of the agreement
Termination of the agreement immediately obligates both parties to a mutual withdrawal and transfer of equipment and software back to the original owner. SDC is obligated to return all data and software provided by the customer in a form that makes it possible for third parties to adapt on other equipment as the customer requires. SDC is however not obligated to assist in a transfer to a third party, but may offer its assistance at the current hourly rate.
13. Payment Terms
On the day the initial setup is complete and the server is brought on-line, the prorated subscription for the current quarter and the following quarter will be invoiced and is due upon receipt. Each quarter is prepaid in advance the first weekday of every calendar quarter. An invoice will be sent out to the customer a minimum of two weeks in advance. Accounts with Credit Card on file for automatic reoccurring payment, will be billed on the first weekday of the calendar quarter. Accounts paying by check are required to mail the check to be received by SDC prior the first weekday of the calendar quarter. Failure to pay will result in suspension of services without prior notice.
14. Limitation of usage
All flat rate products like virtual servers, co-located servers, dedicated servers, PBX servers, firewalls, spam filtering and mail hosting are limited to average business data use and data growth by the customer only. Using unmetered storage for backup purposes, hosting websites with large traffic volume, and other usage that not considered to be normal usage within the scope baseline of the customer at the time of the service start date constitutes abuse or significant usage outside the scope and is a breach of this agreement that will require a mandatory addendum adjusting the service costs to the actual service usage.
15. Limitation of labor
SDC includes all labor required to maintain continuous error free delivery of the products listed in the order confirmation as they were on the service start date. Labor related to modifications, additions, backup, restore, user support and other services outside the scope of the delivered service, will be invoiced at $50 per 30 minutes block, unless these have been included as part of the delivered service on the order confirmation.
16. Limitation of backup and restore
SDC’s add-on backup services include all labor need for backup maintenance and restores. If the customer declines the SDC backup add-on services, it is then customer’s sole responsibility to ensure proper backup and timely restore of the delivered services and to pay for any related cost and labor.
17. Obligation to pass on Terms & Conditions
If the named customer on the signed agreement is not the final end-customer, as when the customer solution is being resold to another party or multiple parties. It is the named customer/reseller’s sole obligation to pass on the SDC Terms & Conditions, or minimum equivalent, to the complete chain of parties and end-customers not named in the signed agreement. As the named customer on the signed agreement, you carry the full responsibility and liability for your obligations to SDC according to the signed agreement, this also include responsibility and liability for any actions performed by any other party that the customer solution is being resold or passed on to.