Co-location agreement
This agreement is for the provision of Co-location Services described in Schedule B to the parties described in Schedule A. The fees for these Services are described in Schedule C.
The Services are bound by Terms and Conditions, an Acceptable Usage Policy and supported by a Service Level Agreement. By accepting this agreement the Client recognises and agrees to act within the terms defined in:
1. Standard Terms and Conditions
2. Acceptable Usage Policy
3. Service Level Agreement
(included with this agreement):
Schedules
Schedule A - Parties and Term of Agreement
| Commencement Date | 10th of March 2003 | ||||||||||||||||
| Contract Renewal Date | 10th of March 2003 | ||||||||||||||||
| Initial Term | 12 months | ||||||||||||||||
| Notices and Communication to: | |||||||||||||||||
| Anchor Systems Pty Ltd |
|
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| Client Pty Ltd |
|
Schedule B - Services to be provided
Premises
The servers will be located in the data centre at:
Unit 9, Graphix Row
South Sydney Corporate Park
160 Bourke Road, Alexandria NSW 2015
Assets - List of Equipment
Description
Description of Services
Description
Physical Security & Reliability
The servers are housed in a data center providing:- UPS power supply
- Onsite diesel backup generator
- Climate controlled air conditioning
- Secure premises
- 24 x 7 alarm monitoring and closed circuit TV
- Multiple redundant connections to the Internet.
The Service Standard is set out in the Service Level Agreement included with this document.
Schedule C - Fees
All prices are quoted in Australian (AUD) dollars and include GST.
Inital/Once off fees
| Setup fee | $ 1.00 |
Recuring fees
| Monthly co-location fee: | $ 1.00/month | |
| 1 GiB Inbound data transfer/month: | $ 0.00/month |
Variable fees
| Excess inbound data transfer (0-5GiB/month) | $ 0.143/MiB | |
| Excess inbound data transfer (5-10GiB/month) | $ 0.132/MiB | |
| Excess inbound data transfer (10-25GiB/month) | $ 0.121/MiB | |
| Excess inbound data transfer (25-50GiB/month) | $ 0.110/MiB | |
| Excess inbound data transfer (50-100GiB/month) | $ 0.099/MiB | |
| Excess inbound data transfer (100GiB+/month) | $ 0.088/MiB |
Executed as Agreement
SIGNED for and on behalf of Anchor Systems PTY LTD ABN: 46 093 848 278 by its duly authorised representative in the presence of:
| ______________________________________ | ______________________________________ |
| Signature of Authorised Representative | Signature of Authorised Representative |
| ______________________________________ | ______________________________________ |
| Name of Authorised Representative | Name of Authorised Representative |
| (please print) | (please print) |
SIGNED for and on behalf of Client Pty Ltd by its duly authorised representative in the presence of:
| ______________________________________ | ______________________________________ |
| Signature of Authorised Representative | Signature of Authorised Representative |
| ______________________________________ | ______________________________________ |
| Name of Authorised Representative | Name of Authorised Representative |
| (please print) | (please print) |
Definition of terms used
In this agreement the listed words shall have the following meanings unless otherwise indicated:
Parties.
For the purposes of this agreement Anchor Systems Pty Ltd will be referred to as 'Anchor'.
The Client shall be dened as: The company or individual so named in Schedule A of this agreement. The Client includes persons to whom the client has authorised access to the Assets for the purposes of conguration, testing or development or those persons authorised / requested to act on behalf of the client.
Primary services.
Network availability, Power, Air conditioning, Security and those explicitly listed in Schedule B of the Co-location Agreement.
Uptime.
The total percentage of hours each month not afected by Downtime. The target Uptime each month is 99.8%.
Downtime.
The total duration each month for which the Primary Services are not operating at a reasonable level. Downtime does not include periods for which the Primary Services are not operating as a result of Scheduled Outages or outages which can reasonably be determined as resulting from the Clients actions.
Scheduled outages.
From time to time upgrades to hardware and or software may be required, such upgrades will be performed outside of business hours. The Client will be notied as far as practicable in advance of such upgrades. Scheduled outages under normal conditions should not exceed 5 hours per year. Under normal conditions the client will be advised via email and or telephone no less than 24 hours in advance of any scheduled outage. Under normal conditions the clients input will be sought to identify the most suitable time for a scheduled outage to take place.
Assets
means your computer equipment and/or software (which is owned, licensed or leased by you) and which is specied in Schedule B.
Business Hours
means the hours of 9am to 5pm on a day that is not a Saturday, Sunday or public holiday.
Premises
means the premises of Anchor referred to in Schedule B.
Commencement Date
means the date specied in Schedule A.
Fee
means the consideration to Anchor for the Services referred to in Schedule B.
Initial Term
means the term referred to in Schedule A.
Premises
means the premises of Anchor referred to in Schedule B.
Service Standard
means the standard of service provided by Anchor under this Agreement as set out in Schedule B.
Services
means those services to be provided by Anchor to the Client referred to in Schedule B.
Term
means the Initial Term and any extension by virtue of clause 4.5 of this Agreement.
Standard Terms and Conditions
These are the standard terms and conditions which apply to Co-location Services provided by Anchor.
This agreement governs the terms of use by the Client of all Services provided by Anchor.
Anchor warrants that
it has authority to enter and to perform its obligations under these Terms and Conditions.
The Client agrees to use the Services according to the following terms and conditions:
Services.
As described in Schedule B of the Co-location Agreement.
Billing.
Accounts are to be paid on a monthly basis in advance unless stated otherwise in writing. Excess usage charges will be billed in arrears and must be paid by the Client.
Variation of Agreement.
Anchor may from time to time vary the terms, charges and conditions outlined in this agreement. The version of this agreement that is published at http://www.anchor.com.au/ should always be taken as the binding and most recent version of these terms and conditions.
Term of Agreement (Term).
Subject to clause (4.6) this agreement will continue for a period of 12-months unless otherwise stated. This agreement will automatically be renewed at the end of the initial Term unless terminated in accordance with this Agreement.
Termination of agreement.
Unless otherwise stated this agreement may be terminated at any time by the Client on the giving of 30 days notice. Unless otherwise stated this agreement may be terminated by Anchor on the giving of 60 days notice.
Compliance with Law.
In using the services provided the Client must abide by all applicable Local, State (New South Wales), Federal and International laws, treaties and regulations and any violation of this provision can result in termination immediately or with 30 days notice depending on the severity of the violation at the absolute discretion of Anchor.
Limitation of Liability.
Anchor does not warrant to the Client that the Client will receive continual and uninterrupted services during the Term of this agreement.
Anchor shall not be liable to the Client for damages resulting from or in relation to any failure or delay of Anchor to provide services under this Agreement if: a) such delays or failures are due to circumstances beyond our control b) Anchor has taken reasonable measures to prevent data loss except if such delay or failure to provide services is found to be a direct result of Anchor's actions, or negligence.
Such a failure or delay shall not constitute a default under this agreement. Anchor's directors, agents or employees will not be liable in any way for any form of loss or damage of any nature whatsoever suered, whether arising directly or indirectly, by the Client or any person related to or dealing with the Client out of, in connection with or reasonably incidental to the provision of the services by Anchor to the Client.
Disclaimer of Warranties.
While Anchor uses all reasonable care in providing the Service, Anchor shall not have any liability whatsoever in respect of any loss or damage resulting from the provision of the Service, errors or omission in information provided in relation to the service. Anchors liability in the event of failure to provide adequate service shall not extend beyond the cost of providing a comparable service.
Indemnity.
Client agrees to defend, indemnify and hold Anchor harmless from and against any and all claims, losses, liabilities and expenses (including reasonable solicitors' fees) related to or arising out of the Services provided by Anchor to Client under this Agreement, including without limitation claims made by third parties (including customers of the Client) related to any false advertising claims, liability claims for products or services sold by Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided here under, or for any content published by Client using the Services, but excluding those directly caused by the negligence of Anchor.
Refusal of Service.
Anchor retains the right to refuse services to the Client. Refusal of service may result if: (a) the Client fails to pay accounts within 14 days of the due date; (b) if the agreement is terminated; or (c) if the Client misuses the services or fails to comply with the Clients obligations under the agreement.
Severability.
Should any part of this Agreement be or become invalid, that part shall be severed from this Agreement and such invalidity shall not aect the validity of the remaining provisions of the Agreement.
Unpaid Accounts.
Accounts may be suspended if they are not paid within 30 days of the invoice date and prior arrangements are not made. Suspension may involve restriction of access to the server for the purposes of making changes and/or disconnection of the server from the Network.
Delivery of Assets
You shall deliver the Assets on or after the Commencement Date as specied in Schedule A.
Delivery shall be aected at the Premises.
Installation of Equipment
You shall install the equipment at the Premises. Anchor shall provide you with reasonable assistance and access to the Premises to enable you to comply with your obligations under this clause. Anchor takes no responsibilities in relation to the installation of your Assets at the Premises.
Access to Premises
Anchor shall grant you reasonable access to the Premises from time to time to maintain and inspect your Assets.
It is a condition of the granting of such access that you rst produce to a Anchor representative on request valid identication.
In the event that access is required outside of Business Hours, Anchor will use reasonable endeavours to have a representative attend the Premises as soon as practicable after receiving notice from you.
You must be accompanied by an employee or authorised representative of Anchor at all times during attendance at the Premises in accordance with this clause.
Anchor's obligations
.
Anchor shall use reasonable endeavours to provide the Services to you in a professional manner and with a view to minimising disruption of your business.
.
Anchor shall use reasonable endeavours to ensure that the Assets are properly secured.
.
Anchor shall use reasonable endeavours to maintain the Service Standard referred to in the Schedule except where Anchor is prevented by achieving such standard by reason of matters beyond its control including, without limitation, defects in the Assets, your own negligence or the acts or omissions of third parties.
.
Anchor has no liability to you in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this Agreement. By entering this Agreement, you acknowledge that you have not relied on any representation made by Anchor, which has not been stated expressly in this Agreement, and, to the extent that Anchor has made any representation, which is not otherwise expressly stated in this Agreement, you have been provided with an opportunity to independently verify the accuracy of that representation.
Your Obligations
.
You shall at all times be responsible for insuring your Assets and must, if requested, by Anchor , provide to it a copy of the current certicate of insurance in respect of the Assets.
.
It is your obligation to maintain and repair the Assets.
.
You must not cause any damage to any items of property or equipment owned by Anchor or any third party in the course of accessing the Premises or otherwise exercising your rights and obligations under this Agreement. Further, you must not interfere with any person at the Premises, whether an employee of Anchor or otherwise.
.
You must inform Anchor of any modication, replacement or other changes to your Assets as set out in the Schedule, which may aect or impact of the Anchor data centre facilities or other clients.
.
You are responsible for obtaining any authorisations or third party consents necessary for the use of your software on any computer system of Anchor or your own computer equipment.
.
You shall be responsible for maintaining all necessary equipment to access the Facilities and your Assets (by modem or otherwise).
.
You must advise Anchor in advance if you require that equipment or software additional to the Assets be hosted by Anchor. In that event, if Anchor agrees, Anchor may amend this Agreement appropriately. The hosting of the additional equipment or software is bound by the terms of this Agreement.
Relocation of Assets
Anchor may upon giving you three (3) months prior written notice, move your Assets within the Premises or to another appropriate location. In that event, Anchor will pay the reasonable expenses of such relocation.
Termination
.
Anchor shall have no further obligation to provide any Services to you upon the termination of this agreement.
.
You acknowledge that it is reasonable in all the circumstances that Anchor retain a lien over your Assets in the event that this Agreement terminates and, on such termination, any moneys remain owing to Anchor under this Agreement. In that event, Anchor may retain the Assets until all moneys owing have been paid.
.
All Assets must be removed by you within seven (7) days of the termination of this Agreement.
Entire Agreement.
The Client acknowledges and agrees that this Agreement is the entire Agreement between the parties and excludes all oral or implied representations and terms unless such terms are agreed between the parties in writing.
Transfer of rights.
Except that Anchor may assign, novate or transfer any rights under this Agreement to a related party without the requirement of notice. Neither party may assign, novate or transfer any rights or obligations without the prior written consent of the other party.
Acceptable Usage Policy
The objective of the Acceptable Usage Policy is to make clear exactly which activities must not be engaged in whilst using services provided by Anchor.
Acceptance of changes.
Anchor may from time to time vary the Acceptable Usage Policy. The version of this agreement that is published at http://www.anchor.com.au/ should always be taken as the binding and most recent version of this policy.
Email Abuse.
The Client must not send Unsolicited commercial email via Anchor's network. The Clients site must not be referenced or linked to in Unsolicited email sent by, or on behalf of the Client. This practice is referred to as spamming and upon receipt of complaints regarding such activities Anchor will act to prevent such further occurrences, & may include account suspension or cancellation. Forging or modifying email headers to hide or mislead your identity will not be accepted.
Unauthorised Access.
Gaining or attempting to gain access without authorisation to computers, networks or accounts owned by Anchor or any external party will not be accepted. Activities related to attempts to gain access to Anchor's computer or equipment, or such equipment owned by other parties will not be accepted. Such activities may include scans or other information gathering activities.
Copyright and Intellectual Property Violations.
Anchor will not monitor or interfere with content published on your equipment unless proper notice is served advising of an infringement of Copyright or Intellectual Property. Users of our services should at all times ensure that all information published and made accessibly to the general public is not in breach of any applicable Copyright or Intellectual Property Claims.
Privacy of Information.
In the normal course of business Anchor will not monitor, intercept or interfere with information stored or passing through our system. Clients should be aware that the Internet is not a secure place and should utilise the tools provided (encryption of data transfer including ssh, scp) to maintain security of the information transferred through our system.
Service Level Agreement
Objectives - This agreement sets out the minimum level of service that Anchor is required to meet and the corresponding penalties for not meeting such levels. Our objective is to provide a continuously operating service that is well beyond the minimum levels specied.
Measurement of Uptime.
If Anchor determines that primary services were unavailable for a period of greater than 5 minutes, and cumulative total of the outages are such that the Uptime is not meet in a given month credit the Clients monthly invoice the prorated charges of one (1) day of the Anchor services fee for each consecutive hour, up to a maximum of 30 days per month.
Support.
All support requests will be handled as soon as possible, target time to action all support requests is within 15 minutes. Telephone and email support is provided Monday to Friday 9am - 8pm. Emergency telephone support is available 24 hours, 7 days.
Conguration changes.
Requests for software upgrades and or installation of new software packages will be processed as soon as possible. Target time to complete such requests is within 2 workings days of receipt unless agreed otherwise.
Monitoring.
All internal infrastructure is continuously monitored to ensure rapid response to any faults, which may occur. Monitoring feedback is provided to Anchor technical support sta via email and paging services 24hours, 7 days.
