ZHERO LIMITED TERMS AND CONDITIONS
Any additional charge which Zhero is entitled to make to the Client in relation to any of the matters specified in Paragraph 8.
The annual charge specified in the Service Level Agreement which shall in each year of the Term be automatically adjusted by an amount that is equivalent to any increase in the Consumer Price Index in the preceding twelve-month period.
Any amendment to the Service Level Agreement requested by the Client and signed in accordance with the provisions of Paragraph 2.1.
The person authorised to sign the Service Level Agreement on behalf of the Client.
The commencement date is specified in the Service Level Agreement or as provided in Paragraph 7.1.
The Initial Period or any Subsequent Period as appropriate.
Any individual or partnership or firm or company to whom Zhero provides Services or provides Equipment including without limitation any Authorised Signatory but excluding any Third Party Provider.
In relation to any Client the site or sites at which Zhero is to provide Services including any site whose details are set out in any relevant Service Level Agreement.
Any equipment software or services listed in the Service Level Agreement as amended from time to time.
Any solution to any software or hardware problem made available to the Client by Zhero.
An asset that is the sole property of Zhero leased over a fixed term to the Client.
The process of notifying the Client of an abnormal event, process or action identified.
The initial period as specified in the Service Level Agreement commencing on the Commencement Date.
A company that manufactures products.
Any on-line services made available to the Client by Zhero.
A paragraph of these Terms and Conditions.
Any product made available to the Client by Zhero.
The rate card of Zhero from time to time specifying the rate for the various services provided by Zhero a copy of which will be provided to the Client on request.
Rate Card Rate
The rate specified in the Rate Card for the services of any particular type.
Resolution Target Time
The resolution target time (if any) specified in the Service Level Agreement.
The services specified in the Service Level Agreement including the supply of any items of Equipment as part of such services.
The service hours specified in Paragraph 4.
Service Level Agreement
The principal contractual agreement (which may variously be referred to as a service level agreement or service agreement or invoice or otherwise) between Zhero and the Client as the same may be amended from time to time by any SLA Invoice.
The Service Requirements set out in the Schedule to the Service Level Agreement.
Any invoice issued by Zhero in relation to the Service Level Agreement.
In relation to any request for service made by the Client the email communication from Zhero to the Client logging the Client’s request for service and allocating to it a ticket number.
A sub-processor is a third-party data processor engaged by Zhero who has or potentially will have access to or process Protected Data.
One or more successive periods of twelve full calendar months by which the Initial Period may be extended.
A company, also referred to as a vendor, offering products for sale.
The Initial Period and any Subsequent Period.
Any third party which is required to be engaged by Zhero in order to enable Zhero to provide any unscheduled support services as referred to in paragraph 4.4.
A company, also referred to as a supplier, offering products for sale.
Zhero Limited of 1 Bouton Place, Waterloo Terrace, London, N1 1TR.
Zhero Direct Services
Any services rendered directly by Zhero to the Client. This includes Managed Services and Zhero Cloud Services.
2. CONDITIONS OF SERVICE
2.1 These Terms and Conditions are incorporated in full in the Service Level Agreement and govern the supply by Zhero to the Client of all goods services and materials.
2.2 The Service Level Agreement constitutes the entire understanding between the Client and Zhero and supersedes all prior written or oral agreements understandings communications or practices between the Client and Zhero insofar as they relate to the Services and shall prevail over any conflicting provisions contained in any purchase order or similar document generated by the Client.
2.3 The request by the Client for Zhero to provide Services to the Client and/or the payment by the Client or by any person on behalf of the Client of any invoice submitted by Zhero shall constitute the irrevocable acceptance of these Terms and Conditions.
2.4 Any amendments additions or deletions to the Service Level Agreement must be expressly set out in writing and must be signed by an authorised signatory of both Zhero and the Client.
2.5 These Terms and Conditions may be amended from time to time by Zhero subject to Zhero notifying the Client that they have been amended. The acceptance by the Client of Services provided by Zhero to the Client following the date of notification shall constitute acceptance by the Client of any relevant amendment.
3. EQUIPMENT COVERED
3.1 All items of Equipment supplied by Zhero shall be delivered to such address as may be notified to Zhero by or on behalf of the Client and shall irrevocably be deemed to have been delivered to the Client upon receipt by Zhero of signed proof of delivery.
3.2 For the purposes of Paragraph 3.1 a server or workstation includes its original Microsoft Windows Operating System and any original Microsoft Office Product owned by the Client.
3.3 Any software or Equipment of the Client additional to those items of Equipment referred to in paragraph 3.1 whether installed before or after the date the Service Level Agreement comes into effect does not fall within the scope of the Service Level Agreement but may be added to the Service Level Agreement by an Authorised Amendment at the request of the Client.
3.4 Where more than one item of Equipment is covered by the Service Level Agreement, the Service Level Agreement will be construed severally and distinctly in respect of each such item of Equipment. Any failure in respect of any one item of Equipment shall not prejudice or affect the rights and liabilities of the parties in respect of each other item of Equipment.
4. SERVICE HOURS AND PRIORITY MATRIX
4.1 Unless otherwise stated within the Service Level Agreement the following normal service hours are applicable.
(a) Zhero normal service hours are unlimited (remote / onsite support) from 8:00am to 6:00pm (Greenwich Mean Time or British Summer Time as appropriate) Monday to Friday excluding public holidays.
(b) Zhero standby support services operate from 6:00pm to 8:00am which is limited to remote only support.
4.2 24/7 support standby services are operational over weekends, public holidays as well as UK banking holidays.
4.3 All onsite assistance will be scheduled and coordinated from the Zhero service desk which will notify the Client of the estimated time of arrival of Zhero personnel for onsite assistance.
4.4 Zhero will not be required to meet third-party operational hours which fall outside the operating hours of Zhero.
4.5 Zhero Service Level Agreements are designed to be realistic and achievable and measured by priority measured in accordance with Zhero’s priority matrix which provides a Resolution Target Time in relation to separate categories of problems.
5. SERVICES AND SERVICE LEVEL COMMITMENTS
5.1 Zhero undertakes to provide the Client the Services with due care and skill in a timely and efficient manner to the best of its skill and abilities in accordance with good industry practice.
5.2 Zhero will provide a Call Centre Number that will route Clients’ calls to a priority queue to one of its Support Call Centres. All Calls will either be answered within five minutes or will provide an opportunity for the Client to leave a message.
5.3 Clients may request corrective maintenance service calls to Zhero in the event any item of Equipment Covered fails and requires repair.
5.4 A request for service will be considered accepted once Zhero has logged the request onto its system and has issued a Service Ticket in relation to that request to the Client.
5.5 The Resolution Target Time shall be calculated from the time the Service Ticket is sent to the Client.
5.6 Zhero undertakes that it will take all reasonable steps to resolve any problems experienced by the Client within the requisite Resolution Target Time. There can be no guarantee that any problem will be resolved within the Resolution Target Time and Zhero shall not have any liability should it be unable to do so. Best endeavours are applied to the resolution of all reported problems.
5.7 Zhero’s obligations to provide Services to the Client under the Service Level Agreement shall not extend to those matters listed in Schedule 1 of these Terms and Conditions.
5.8 In order to be eligible to receive Services from Zhero the Client shall at all times comply with the Client’s obligations which are set out in the Schedule of Client’s Responsibilities in the Service Level Agreement. Zhero shall have no liability to provide Services to the Client unless the Client has complied fully with all such provisions.
5.9 The Microsoft Terms and Conditions are incorporated in full in the Service Level Agreement and govern the supply of all Services and materials by Zhero and Client on the basis set out in Schedule 2 of these Terms and Conditions.
5.10 The conditions which are applicable to standard support services cloud back-up services aloud email security services anti-virus management services disaster recovery and connectivity and co-location services are set out in Schedule 3 of these Terms and Conditions.
6. QUALITY ASSURANCE COMMITMENT
6.1 Zhero commits to provide its Clients with services to the highest possible quality standards through its highly experienced and committed Client service team who strive to provide all Clients with the highest level of service.
6.2 If the Client feels for good reason that any part of the Services provided by Zhero falls short of its quality standard, the Client undertakes that the Client shall give notice in writing to Zhero which notice shall contain full particulars of any alleged shortcoming. Zhero shall on receipt of any such notice immediately take such steps as it considers necessary to investigate all relevant circumstances.
6.3 If Zhero concludes that its Services have not met its quality standard, Zhero shall repay to the Client by means of a credit note in relation to such amount as Zhero considers appropriate in all the circumstances. The acceptance by the Client of any such credit note (which shall be deemed to have been accepted if not returned within three days of the credit note being sent) shall constitute full and final settlement of any potential claim of the Client against Zhero.
6.4 If the Client fails to give notice in writing to Zhero identifying any alleged defect in the Services provided by Zhero to the Client within 30 days from the date of the provision of the allegedly defective Services, the Client shall be deemed to have waived the Client’s right to obtain a credit note or to be entitled to any other remedy in relation to any such alleged defect.
7. TERM OF THE SERVICE LEVEL AGREEMENT
7.1 The Commencement Date shall start from the date of completion of 50% of Services as specified in the Service Level Agreement. Pro-rata invoicing applicable.
7.2 The Term of the Service Level Agreement begins on the Commencement Date and will continue for the duration of the Initial Period following which it shall be automatically extended by a Subsequent Period which shall also be automatically extended unless the Client serves notice of termination in accordance with the provisions of Paragraph 10.
7.3 If more than 50% of the Client’s IT infrastructure (calculated either by reference to the value of the services provided by Zhero to the Client or the equipment comprised in the IT infrastructure) changes on any single date or shall have changed in the six calendar months preceding that date Zhero shall have the right to require the Client to enter into an up-dated Service Level Agreement in order to provide both parties with an up-to-date reference point. The Initial Period and all Subsequent Periods shall then be calculated by reference to the date on which the Client executed the up-dated Service Level Agreement.
7.4 Where the Services include the provision by Zhero of consumption- based products such as Microsoft Cloud Service Provided or any other third-party subscription services the Client shall be entitled to remove such services from the scope of the Service Level Agreement by giving Zhero one calendar month notice in writing.
7.5 The provisions of this Paragraph 7 and the provisions of Paragraph 10 shall apply to any Service Level Agreement other than any one-off agreement for the supply of specific items of Equipment or Services in circumstances where Zhero assumes no responsibility for on-going maintenance.
7.6 The Client may only remove a maximum of 5 % of the total managed assets at a time per calendar month that falls under the current Service Level Agreement i.e. 100 managed workstations – the Client can only remove a maximum of 5 workstations per calendar month. Please note that same applies for Zhero Direct Services.
7.7 For clients with “Workstation Procurement & Rebuild Cover” please note that this service is limited to new purchased workstation setups only and limited to a maximum of 3 workstations order/installation.
8. ADDITIONAL CHARGES
8.1 Zhero shall be entitled to charge the Client Additional Charges at the rate specified in the Zhero Rate Card or the rate specified in the Service Level Agreement as appropriate in respect of the matters set out in this Paragraph.
- any service requested but not covered by the Service Level Agreement;
- any onsite service requested outside Service Hours;
- any consumables requested by the Client;
- upgrades or new installation and new technologies of any third-party software not covered under the Service Level Agreement;
- any installation of new workstations;
- increased time or re-visits due to failure of the Client to give adequate access to Equipment covered by the Service Level Agreement
- user error, spyware, and any software installed without authorization from Zhero;
- any work that requires project management and coordination;
- any system consultancy and re-design;
- any end-user training;
- GPS PDA Mobile phones other mobile device user home workstation/networks support; and
- any service on any home operating system.
8.2 In any case where the cost of supplying maintenance service or fitting of parts exceeds the current replacement value of the equipment or software the Client will be offered replacement equipment or software at the rate specified in the Zhero Rate Card or the rate specified in the Service Level Agreement as appropriate.
8.3 Invoices in relation to Additional Charges must be paid in full within thirty days of the invoice date.
9. PAYMENT TERMS
9.1 If the Client fails to make payment of any invoice within thirty days Zhero reserves the right to:
(a) suspend the provision of any and / or all of the Services; and / or
(b) withhold new orders
until payment is made in full of all sums due and owing.
9.2 If the Client fails to make payment of any invoice within sixty days in addition to the rights reserved to Zhero under paragraph 9.1 Zhero shall have the right to:
(a) charge interest at a rate of 2% above the base rate of HSBC Bank plc for each calendar month or part thereof that sums are outstanding;
(b) charge a once off administration fee of £50.00 for each invoice that is overdue by more than sixty days:
(c) seek payment of all sums owed from any Authorised Signatory who shall be liable to pay all sums due within 14 days on receipt of written demand from Zhero.
9.3 The Client will be rated on a scoring system based on the timely payment of invoices due. Should the Client repeatedly find itself in breach of payment terms as set out above, the payment of one-off deposits in such amount as Zhero shall consider necessary will be required prior to the supply of any hardware or Services by Zhero.
10. TERMINATION BY THE CLIENT
10.1 The Client shall have the right to terminate the Service Level Agreement by giving notice in writing to Zhero not less than 90 days before the expiry of the Current Period.
10.2 If the Client fails to give notice in writing in accordance with this Paragraph, the Client may elect to terminate this Agreement in accordance with the early termination provisions of Paragraph 12.
11. TERMINATION BY ZHERO
Zhero may serve written notice on the Client terminating the Service Level Agreement if:
11.1 the Client fails to pay any amount due under the Service Level Agreement in full within 5 business days of its due date and such failure is not remedied within 5 business days of receipt of written notice;
11.2 the Client is in breach of any other material term of the Service Level Agreement which is incapable of remedy or if capable of remedy is not remedied within 14 business days of receipt of written notice;
11.3 the Client transfers disposes of or threatens to transfer or dispose of any part of its assets which is likely in the reasonable opinion of Zhero to prevent or materially to inhibit the performance by the Client of its obligations under the Service Level Agreement;
11.4 the Client is declared or becomes insolvent; or
11.5 the Client convenes a meeting of its creditors or proposes or makes any arrangement or composition with or any assignment for the benefit of its creditors or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Client or if an encumbrancer takes possession of or a trustee receiver administrator administrative receiver liquidator or similar officer is appointed in respect of all or any part of its business or assets or any distress execution or other legal process is levied threatened enforced upon or sued out against any of such assets.
12. EARLY TERMINATION BY THE CLIENT
12.1 The Client acknowledges that the pricing in the Service Level Agreement has been calculated on the basis that the Service Level Agreement continues until such time as the Client is entitled to terminate the Term and acknowledges that Zhero has made commitments to both its Staff and other suppliers on the basis of the Client’s commitment to pay the Annual Charge until the end of the Term.
12.2 If the Client wishes to terminate the Service Level Agreement before the contractual expiry date the Client may do so by making payment to Zhero of 90% of the total Annual Charges payable until the expiry of the Current Period (or if such payment is made less than 90 days before the end of the Current Period 90% of the total Annual Charges payable until the expiry of the next Subsequent Period) and the amount of any other Annual Charges and Additional Charges (if any) which were outstanding as at such date.
13. PROPERTY OF ZHERO
13.1 All rights and title to any Equipment delivered by Zhero to the Client under the Service Level Agreement will be reserved to Zhero until Zhero shall have received payment from the Client of all sums payable pursuant to the Service Level Agreement including any sums payable otherwise than in relation to the supply of the Equipment. Zhero shall have a contractual and possessory lien over all data held by Zhero which Zhero shall be entitled to retain until Zhero shall have received payment in full of all sums due and owing to Zhero under the Service Level Agreement.
13.2 Until it has received payment in full of all sums due Zhero may repossess any goods or materials supplied by it to the Client and for this purpose the Client grants an irrevocable right and license to Zhero or its authorised representative to enter upon all or any of the Client’s premises with or without vehicles during Service Hours. This right will continue notwithstanding the termination of the Service Level Agreement and without prejudice to any accrued rights of Zhero.
13.3 Until such time as payment in full is made to Zhero as aforesaid the Client will hold and store all goods and materials made available to it by Zhero in a fiduciary capacity as bailee for Zhero and in such a place and manner that such goods and materials are clearly and readily identifiable as Zhero property.
14.1 Nothing in the Service Level Agreement shall be construed as limiting the liability of either party for personal injury or death resulting from the negligence of a party or its employees.
14.2 Zhero shall not have any liability to the Client in relation to any loss or damage suffered by the Client as a result of the failure of the Client to perform or observe the Service Requirements or in relation to the matters set out in Schedule 1.
14.3 Notwithstanding any other provision of the Service Level Agreement neither party shall be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of customers, loss of data, or interference with business, or for the cost of purchasing replacement services, or for any indirect incidental special consequential exemplary or punitive damages whether or not caused by the acts or omissions or negligence of its employees or agents and regardless of whether such party has been informed of the possibility of the likelihood of such damages.
14.4 Zhero’s sole liability for damages arising out of the furnishing or the failure to furnish Services (including but not limited to mistakes omissions interruptions delays errors or other defects) is limited to the amount of actual damage which the Client is capable of proving has been caused to the Client up to a maximum amount which is equivalent the total of Annual Charges payable under this Service Level Agreement in relation to the Service which gave rise to the loss.
14.5 Except for warranties expressly made in the Service Level Agreement Zhero makes no warranties or representations express or implied either in fact or by operation of law, statutory or otherwise, including warranties of satisfactory quality and fitness for a particular purpose.
14.6 Neither party shall be liable for any failure or delay in carrying out its obligations under this Service Level Agreement due to causes beyond such party’s reasonable control including but not limited to Acts of God, fire, flood or other catastrophes, any law order regulation, direction action or request of any governmental entity or agency or any civil or military authority, national emergencies, insurrections, riots, strikes, lock-outs, work, stoppages or other labour difficulties.
14.7 Products sold by Zhero may carry their own warranties. Zhero will pass through to the Client any and all such warranties to the fullest extent. Exercise of such warranty shall be directly between the Manufacturer and the Client. Zhero does not accept any liability for the failure of the Manufacturer to carry out their warranty. Zhero will however act on behalf of the Client to assist wherever possible with any claims and/or disputes.
14.8 Should any discrepancy arise pertaining to the product, Zhero will endeavour to rectify this with the supplier and assist the Client wherever possible, however cannot be held liable for such discrepancies.
15. DATA PROTECTION AND DATA SECURITY
To the extent that Zhero processes any Personal Data provided by the Client in relation to this document, the Client will be the Data Controller and Zhero will be the Data Processor (as those terms are defined in the General Data Protection Regulation (GDPR) (EU) 2016/679) and Zhero will:
15.1 process the Personal Data strictly in accordance with the Client’s reasonable written instructions from time to time;
15.2 take adequate security measures to avoid accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure or access, and against all other unlawful processing of Personal Data; and
15.3 not store or transfer any Client controlled personal data outside the European Economic Area without the Client’s prior written consent.
15.4 from time to time, engage with Sub-Processors to perform various functions as part of its Services offering to its Client.
15.5 when required, inform the Data Controller of any relevant incident.
15.6 when required, inform the ICO of any relevant incident.
16.1 Any notice or other document required to be given under this Agreement or any communication between the parties with respect to any of the provisions of this Agreement shall be in writing and be deemed duly given if signed by or on behalf of the party giving notice and if left at or sent by pre-paid registered or recorded delivery post or email to the address of the addressee as set out at the head of the Agreement or as notified between the parties for the purpose of this Clause.
16.2 Any such notice or other communication shall be deemed to be given to and received by the addressee:
(a) at the time the same is left at the address of or handed to a representative of the party to be served;
(b) by post on the day not being a Sunday or public holiday two days following the date of posting;
(c) in the case of an email or facsimile transmission or other means of telecommunication on the next following day.
16.3 In proving the giving of a notice it should be sufficient to prove that the notice was properly addressed (and posted if sent by post) or left at the relevant address as the case may be or despatched by email to the email address specified in the Service Level Agreement or such other addresses as shall be notified by the parties.
17. HARDWARE RENTAL
17.1 Assets are leased for the full 36-month term and may not be removed from agreement.
17.2 Upon expiration of the term, the agreement will be replaced by 90 days rolling agreement.
17.3 Subsequent assets will require a new agreement to be signed.
17.4 Subsequent assets will have their own term and agreement and may not be merged with any other agreement.
17.5 Client insurance required for accidental damage and/or loss.
17.6 Zhero requires the client to produce proof of insurance before accepting delivery of any leased asset.
17.7 In case of loss, the replacement asset claimed from the Client insurance will become the sole property of Zhero, thus replacing the relevant leased asset.
17.8 Zhero will have the sole right to supply the asset of similar spec and value as indicated in point 17.7.
17.9 The asset will remain the property of Zhero for the full term and is to be returned upon renewal/expiration of agreement.
17.10 On renewal, the Client will be entitled to a new asset as specified in the new agreement.
17.11 On renewal, migration from current asset to new asset will be completed free of charge.
17.12 The asset should be returned in a 100% working order at end of term. Fair wear and tear allowed.
17.13 Client is subject to credit vetting
17.14 All Hardware Rentals are subject to a signed Service Level Agreement.
17.15 Should the client decide to terminate the agreement prior to the renewal date as specified in the term, the client will be held liable for full payment for the remainder of the term.
18.1 The invalidity of any individual provision of these Conditions shall not affect the validity of the remaining provisions.
18.2 Any failure by Zhero to insist on a strict performance of any provision of the Service Level Agreement shall not be deemed to be a waiver of Zhero rights and remedies in any subsequent default by the Client in the performance or compliance with any of these Terms and Conditions. No person other than the Client shall have any right to enforce any provisions contained in the Service Level Agreement or these Terms and Conditions against Zhero.
18.3 Zhero reserves the right to assign the benefit or burden of the Service Level Agreement.
18.4 If the Client is a company which is a subsidiary of a holding company (within the meaning of Section 1159 of the Companies Act 2006) Zhero shall have the right to require the holding company to assume responsibility for the payment of any Services or Equipment provided by Zhero to the subsidiary in the event the subsidiary fails to do so.
18.5 Zhero reserves the right to refer any dispute under the Service Level Agreement to mediation by a mediator or to arbitration by an independent arbitrator in accordance with the Arbitration Act 1996. The Client expressly waives the right (if any) of the Client to make any claim against any of Zhero’s directors or employees or servants or agents save in the event of fraud on the part of any director or employee of Zhero.
18.6 The Service Level Agreement and these Terms and Conditions shall be governed and construed in accordance with the laws of England and Wales whose courts shall be courts of competent jurisdiction.
Limits to Service.
- Equipment not detailed on the Service Level Agreement (listed under Description of Services) or included as Equipment Covered.
- Services requested outside the agreed Service Hours.
- Services for equipment with no real accepted faults (including but not limited to user error, software viruses, spyware, and any software installed without authorization from Zhero, telecommunication line interference, fluctuations in electrical supply or other defects in the operating environment are not covered by the Service Level Agreement).
- Equipment failure or defect resulting directly or indirectly (as determined in Zhero sole discretion) from improper use or care of the Equipment (including but not limited to operation outside normal specifications improper use of a power supply damage due to vandalism explosion flood or fire).
- Service due to Client’s wrongful act negligence or failure to comply with this Service Level Agreement.
- Service for general Equipment overhauls reconditioning or relocations.
- Loss or damage caused by any third-party activity including without limitation any cyber-attack or deliberate denial of service or other malicious third-party activity.
- Backup of data over agreed limits.
- Large data backups that do not complete in scheduled times.
- Backup and restore of data to and from tape media.
- Backup of databases systems on brick levels.
- Any Outlook data files (PST) on local workstations or network.
- Any damage or losses caused by using Cloud Email Security.
- Any emails missing by using Cloud Email Security.
- Any damage to any managed data storage equipment not connected to an Uninterrupted Power Supply.
- Support and backup of data on mobile phones or mobile devices.
- Support on unlicensed or illegal software.
- Any system or software bugs.
- Any actions of any third party or user with administrative access that is not employed by Zhero.
- Data safety/protection without Secure Sockets Layer (SSL).
- Damage caused by virus via any access method into network.
- Cloud Backup’s failure on low quality internet solutions.
Microsoft Terms and Conditions.
- TERM OF MICROSOFT CONTRACT
The terms and conditions in this Schedule apply to any Microsoft product supplied by Zhero to the Client and shall automatically incorporated into any Service Level Agreement or other agreement relating to the supply to the Client of such Microsoft Product. The commencement date starts once the Client provides the purchase order for the initial month of ongoing monthly or annual subscriptions. Zhero shall then provision the Client’s subscription, onto their partner portal. For the right to use other Microsoft services annually, the Client has a range of annual payment options.
2. MICROSOFT RIGHTS
All rights in relation to Microsoft product granted are non-exclusive and non-transferable and apply as long as neither Client nor any of its Affiliates is in material breach of the Service Level Agreement. Further Microsoft rights and terms for both Zhero and Client can be found on the Microsoft Cloud Service Provider partnership Website.
Client controls access by End Users, and is responsible for their use of the Product in accordance with this agreement. For example, Client will ensure End Users comply with the Acceptable Use Policy.
Client is solely responsible for the content of all Client Data. Client will secure and maintain all rights in Client Data necessary for Microsoft to provide the Online Services to Client without violating the rights of any third party or otherwise obligating Microsoft to Client or to any third party. Microsoft does not and will not assume any obligations with respect to Client Data or to Client’s use of the Product other than as expressly set forth in this agreement or as required by applicable law.
3. MICROSOFT ONLINE SERVICES
The Online Services Terms in effect when Client orders or renews a subscription to an Online Service will apply for the applicable subscription term. For Online Services that are billed periodically based on consumption, the Online Services Terms current at the start of each billing period will apply to usage during that period.
Client is responsible for maintaining the confidentiality of any non-public authentication credentials associated with Client’s use of the Online Services. Client must promptly notify Client support about any possible misuse of Client’s accounts or authentication credentials or any security incident related to the Online Services.
4. MICROSOFT ORDERING
Orders will be placed through the Zhero designated reseller partner portal. Client may place orders for its Affiliates under this agreement and grant its Affiliates administrative rights to manage the Subscription but Affiliates may not place orders under this agreement. If Client grants any rights to Affiliates or third parties with respect to Software or Client’s Subscription, such Affiliates or third parties will be bound by this agreement and Client agrees to be jointly liable.
(a) Client’s Subscription will automatically renew unless Client provides Zhero with notice of its intent not to renew prior to the expiration of the Term, in according with Termination terms of the Microsoft Cloud Agreement, whilst adhering to the notice provisions contained in these Terms and Conditions.
(b) For academic Offers, the requirements for educational institutions (including administrative offices or boards of education, public libraries, or public museums) listed at https://academic.microsoft.com/. For government offers, the requirements listed at https://enterprise.microsoft.com/en-us/industries/government/
(c) For nonprofit offers, the requirements listed at https://www.microsoft.com/en-us/nonprofits. Microsoft reserves the right to verify eligibility at any time and suspend the Online Service if the eligibility requirements are not met.
5. MICROSOFT ASSOCIATED TAXES
Zhero is not liable for any of the taxes of the Client that the Client is legally obligated to pay and which are incurred or arise in connection with or related to the transactions contemplated under this agreement, and all such taxes will be the financial responsibility of the party who is obligated by operation of law to pay such tax.
6. MICROSOFT SECURITY, PRIVACY AND DATA PROTECTION
Client acknowledges and agrees that (a) Zhero will be the primary administrator of the Online Services for the Term and will have administrative privileges and access to Client Data, however, Client may request additional administrator privileges from Zhero; (b) Client can, at its sole discretion and at any time during the Term, terminate Zhero administrative privileges; (c) Zhero privacy practices with respect to Client Data or any services provided by Zhero are subject to the terms of Client’s agreement with Zhero and may differ from Microsoft’s privacy practices; and (d) Zhero may collect, use, transfer, disclose, and otherwise process Client Data, including personal data. Client consents to Microsoft providing Reseller with Client Data and information that Client provides to Microsoft for purposes of ordering, provisioning and administering the Online Services Client consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Client may choose to provide personal information to Microsoft on behalf of third parties (including your contacts, resellers, distributors, administrators, and employees) as part of this agreement. Client will obtain all required consents from third parties under applicable privacy and data protection laws before providing personal information to Microsoft. As and to the extent required by law, Client shall notify the individual users of the Online Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Reseller or as required by law, and Client shall obtain the users’ consent to the same.
7. MICROSOFT TERMINATION
The agreement to use Microsoft Product will remain in effect until the expiration or termination of Client’s Service Level Agreement or the giving of notice by the Client pursuant to Paragraph 10 of these Terms and Conditions whichever is earliest.
8. MICROSOFT SUPPORT AND PROFESSIONAL SERVICES
Support of the Microsoft Product shall be in accordance with the Terms and Conditions and may be performed by Zhero or its designee which may be Microsoft or other.
Additional Terms and Conditions
for certain specified services.
- Standard Support Services
- Microsoft Client Operating System and Office Suite
- Microsoft Back office (Server,Domain Controller, Exchange, SQL, SharePoint)
- Apple Operating System and Office Suite for MAC.
- Apple Back Office (Server)
- PDF readers/writers.
- Standard scanner/printer software
- Basic support Adobe design and other design software
- Basic troubleshooting/support contracted hardware assets
- Basic support only on third party applications (CRM, Accounts)
- Basic printer setups, single desk moves
- Basic one user/workstation/desk moves
- Basic PDA, mobile phones and other mobile devices (limited remote setups)
- Managed security devices/firewalls
- Managed switches, routers, SAN’s and NAS devices
- IOS, untangle, certified/renown network anti-virus only
2. Conditions applicable to standard support services
- Our direct-to-engineer/Zhero wait SLA is only for critical support, incidents and maintenance.
- Any network/system configuration changes, additional software installation, basic new user, workstation setup, new basic installation and/or desk move requires at least 3 working days lead time in the case of small projects and/or up to 5-10 working days lead time in the case of larger projects i.e. server software, installations and changes.
- Support and management on workstations/networks on windows domain level is provided only where the operating system supports domain level functionality.
- Home user VPN Virtual Private Network will only be setup for RDP to office workstation and/or terminal server except if workstation is part of the domain and under service agreement and complies with Supplier standards.
- All printers and workstations in production require an Ethernet connection and the Supplier does not support wireless printers, scanners and workstations.
- Non-scan to mail print systems (non-built in scan servers) requires a dedicated workstation. The Supplier will not install scanning software on all workstations on the network.
- Server replication may be subject to specific additional conditions which will be advised.
- Free advice and consultancy applies only on equipment bought from the Supplier.
- The Supplier reserves the right to charge for the installation or uninstallation of any inappropriate software spyware or viruses.
- Cloud Backups will be fully managed only if the server is also under management.
3. Cloud Backup Services
- Unmanaged service is provided “as is” and the service is not monitored. Remote assistance will be charged at standard rate.
- Managed service includes remote assistance and monitoring of the scheduled backups.
- Backup infrastructure architecture requirements:
- Local Backup device with enough capacity to store local copy of backups
- Retention of mailboxes and deleted items on Exchange level
- Implementation of Windows Shadow copies
- Working operating system for data restores and data cannot be accessed directly from cloud platform
4. Cloud Email Security Services
- Fair use policy applies with a limit of 150 GB incoming and 150 GB for a set of 100 mail boxes/email addresses per domain annually.
- Email storing/caching is limited to 48 hours.
- Any remote assistance will be charged at standard rates when the primary mail server is not under support cover.
- Service not to be used for spam, mass marketing and newsletters.
- Fully automated software as a service (SAAS) in Zhero email security ensures that suspicious and harmful incoming emails are blocked and/or sterilised before they reach our clients. Outgoing email undergoes the same process before reaching its destination.
5. Disaster Recovery (DR) Services
- Loan server delivery might vary as data sizes and data transfer speeds fluctuates.
- Loan server delivery in event of DR will be at no additional cost.
- Loan server service free of charge for a period of 10 working days only.
- Loan server only to be used in event of DR and not in the event server failure as result of ignorance by Customer.
- DR Service might be placed on hold for duration of any system migrations, upgrades and/or installations.
6. Anti-Virus Management Services
- Periodic update of all Data files required to detect and delete viruses introduced into the network from Data Drives.
- The Supplier will not be held responsible for potential downtime on Customers’ system because of any form of exploit.
- The Supplier will deploy best practices to minimize the occurrence of any exploit and will continue updates / full system scans.
- The Supplier supports only network Anti-Virus systems and not standalone.
7. Connectivity, Co-location and third-party Services
- External partner specific terms and conditions apply and are available on request.
- Default duration for data centre cabinets, lease line, fibre connections are up to 3 years except where differently stated.
- Supplier/vendor price increases might occur and cost will be relayed to Costumer.
- Major line installs are subject to terms of contract and subject to way leaves, Supplier confirmation and site survey and are exclusive of in-house cabling.
End of Schedule 3.