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       Show / Hide Table of Contents          UKCloud Ltd Product-Specific Terms and Conditions Last updated: 7th July 2020

 Multi-Tenanted Services 1. Onboarding

 1.1 Both Parties will complete a profile which details the roles and responsibilities expected of both Parties.

 1.2 A number of videos, help guides, manuals and FAQs are available to help train and instruct customers so that they are up and running quickly and easily. These are available within the Knowledge Centre and apply to the majority of Our standard Services.

 1.3 You will be assigned a Service Delivery Manager (SDM) to provide any assistance required during onboarding of to the Service.

 1.4 By opting into Our "Managed IT Operations" service portfolio You acknowledge and agree that We may need to store and retain non-sensitive personally identifiable information in order to provide the Services to You.

 2. Data Migration

 2.1 In many circumstances, We can help facilitate a bulk migration to the platform using local data import. This is priced on a time-and-materials basis from Our SFIA rate card.

 2.2 We can also help facilitate a bulk migration to the platform using offline data ingest and extraction — please ask Us for details.

 3. Service Management

 3.1 A comprehensive secure online portal will provide the most common service management functionality and address most requirements.

 3.2 The SDM is Your assigned point of contact. The SDM will provide additional assistance with reporting and incident escalation, at all times following Our ISO 20000-certified ITIL-based process framework.

 3.3 For customers that require a managed service outside of Our product catalogue, We have a mature and active partner ecosystem that can provide value-added services such as consultancy and ongoing custom managed services. We will make an introduction on request.

 3.4 Customers that subscribe to Our "Managed IT Operations" portfolio may not raise more than the following number of service requests per customer environment (e.g. vOrg in VMware or Project in OpenStack) within a calendar month

    Number of Endpoints in an environment Number of Service Requests per environment     0-20 30   20-50 60   50+ 90    4. Service Constraints

 4.1 We will adhere to the following in terms of maintenance windows:

  "Planned Maintenance" means any pre-planned disruptive maintenance to any of the infrastructure relating to the service. Planned Maintenance activity may result in periods of degradation or loss of availability depending on the nature of the activity required. In such cases, We shall provide affected customers with at least fourteen (14) days' advance notice of the Planned Maintenance.

  If during Planned Maintenance there is a loss of availability outside the scope described in the planned maintenance notification to the Service, an SLA event will be triggered.   "Emergency Maintenance" means any urgent maintenance required to prevent or mitigate against any event compromising the infrastructure relating to the Service. Whenever possible, We shall: a) provide affected customers with at least six (6) hours' advance notice and b) carry out the emergency maintenance between the hours of 00:00 and 06:00 (UK local time) Monday to Friday or between the hours of Saturday 20:00 to 06:00 (UK local time) on Monday, (including bank holidays) unless there is an identified and demonstrable immediate risk to customer environment(s). Emergency Maintenance may result in periods of degradation or loss of availability depending on the nature of the activity required.

  If during Emergency Maintenance there is a loss of availability to the Service, an SLA event will be triggered. This time will be excluded from the availability calculation but will be included in monthly reporting related to the Service.    5. Technical Requirements

 5.1 You will require appropriate network connectivity such as DDoS-protected internet access or accredited connectivity such as a government secure network to our cloud platforms. Connectivity via the DDoS-protected internet, a government secure network (PSN, Janet, HSCN or MCN RED) or private leased line is available but may incur additional charges if the hosting of CPE routers or cryptographic devices is required.

 5.2 Where they are required, You are responsible for procuring and managing appropriate devices or software to meet the requirement for data security over the various forms of connectivity.

 6. Your Responsibilities

 6.1 You are responsible for:

 (a) The control and management of access and responsibilities for Authorised Users.

 (b) Advanced OS security hardening specific to application requirements.

 (c) Deployment and management of non-core OS components such as IIS, Apache and Active Directory.

 (d) User account creation, administration and assignment of permissions.

 (e) Deployment of patches facilitated by Our patch repository, and sourcing and deployment of all non-core OS and non-critical patches, unless You have subscribed to Our "Patching as a Service" option within Our "Managed IT Operations" service portfolio.

 (f) Timely testing of application and data following any changes to the managed VM.

 (g) Management of AV policies, exclusions and quarantine unless You have subscribed to Our "Anti-virus as a Service" option within our "Managed IT Operations" service portfolio.

 (h) Clean-up of virus infestations beyond the basic remediation steps We undertake as part of delivering Our "Anti-virus as a Service" option within Our "Managed IT Operations" service portfolio.

 (i) Managing the backup policy for VMs including opt-in and restore of backed up VMs.

 (j) System administration tasks.

 (k) Creation of systems documentation.

 (l) Configuration management of OS and application components.

 (m) Disaster recovery and business continuity.

 (n) Security management and protective monitoring of OS and applications.

 (o) Optimisation of VM resources.

 (p) You are also responsible for compiling with the Our Security Operating Procedures (SyOPs) and other information assurance requirements as specified in Our System Interconnect and Security Policy (SISP) and associated accreditation documentation sets.

 (q) You are also responsible for accrediting the OS and application environment.

 7. Exit

 7.1 Prior to termination, of any Call-Off Contract, You are able to transfer data out of the Service (for example using Our API to retrieve data).

 7.2 You are responsible for removing all Content and any co-located hardware by 23:59:59 on the date of termination. If Content is not removed by this time We reserve the right to charge for any Content or co-located hardware not removed, or for retrieving and returning any content, and We may destroy or otherwise securely dispose of any of Your Content in Our possession.

 7.3 We will blank storage media between uses within multi-tenant services but We will not destroy hardware that is not exclusive to Your Service and it is Your responsibility to securely erase any Content residing within the hardware as per 7.2 above. Secure destruction of exclusive hardware will incur additional charges.

 7.4 Unless otherwise stated in the Pricing Guide, there are no termination costs for the Services.

 Private Cloud Services 1. Ordering and invoicing

 1.1 The service can be ordered via the Digital Marketplace and must be supported by a valid purchase order.

 1.2 We will issue invoices as follows:

 (a) At point of order for upfront fees and service options

 (b) Annually in advance for pre-payment fees

 (c) Monthly in arrears for monthly fees

 1.3 Payment is made by direct bank transfer (BACS/CHAPS).

 2. Onboarding

 2.1 Given the nature of this Service, on acceptance of an order, We will work with You to create a detailed design for the Private Cloud platform, using Our supported hardware. This design will formalise the dedicated components required for the solution, such as server and storage hardware, systems management software, network hardware and cables.

 2.2 Lead times for delivery and hand over will depend on the final solution design.

 2.3 The dedicated components will be procured by Us or by You, depending on the package requested. We will also create Your Primary Administrator account and send You a Welcome Pack which includes the URL for Our Portal for access Our Knowledge Centre and service management function.

 2.4 You have the choice of deploying the solution in one or both of Our UK data centres. You can request to be deployed into a specific data centre at the time of the order. Crown Campus is also an available option.

 2.5 Customers will be assigned a Project Manager to facilitate the deployment of the Private Cloud platform.

 2.6 We have a large ecosystem of partners who can deliver additional services, such as support and professional services. We would be pleased to introduce you to the right partner to suit your needs.

 3. Crown Campus Environments

 3.1 If You choose to locate Your hardware solution in a Crown Campus environment, You will be wholly responsible for setting this arrangement up through the Digital Marketplace.

 3.2 We will design Your compute environment and You are responsible for purchasing the required hardware, unless We have agreed to purchase the hardware on Your behalf.

 3.3 We will supply You with the environment specification so that You can procure the hardware, unless We have agreed to purchase the hardware on Your behalf. We will arrange for the build and support the infrastructure for You.

 3.4 We are responsible for providing the connectivity between Your environment within the Crown Campus suite and Our "Meet Me" Room.

 4. Data migration

 4.1 In many circumstances, We can help facilitate a bulk migration to the platform using local data import. This is priced on a time-and-materials basis from the UKCloud SFIA rate card.

 4.2 We can also help facilitate a bulk migration to the platform using offline data ingest and extraction - please ask Us for details.

 5. Service management

 5.1 We will assign a Service Delivery Manager (SDM) to provide You with an assigned point of contact. The SDM will provide additional assistance with reporting and incident escalation, at all times following Our ISO20000-certified ITIL-based process framework.

 5.2 For organisations that require a managed Service, We have a mature and active partner ecosystem that can provide value-added services such as consultancy, training and on-going custom managed services. We will be pleased to make an introduction on request.

 Crown Campus Environments

 5.3 In order to manage the platform for customers with Crown Campus environments, We will require all management tools and root access applicable to the infrastructure to ensure the platform can be monitored and maintained.

 5.4 You will not have access to the management of the platform, which will be managed by Us.

 5.5 A minimum of four of Our named staff must be added to the whitelist to access the Crown Campus, to ensure maintenance and capacity upgrades can be carried out.

 6. Service constraints

 6.1 Our Assured Cloud platform is designed and optimised to operate in specific conditions. We therefore impose the following service constraints:

 (a) Support for specific hardware configuration (such as certain VCE vBlock configurations, certain Cisco + EMC + VMware 'POD' configurations and certain Super Micro + Arista configurations)

 (b) We must be named agents for all support and maintenance contracts

 (c) Data centre access is available to Our staff only - You will not be allowed access to the data centres except in exceptional circumstances

 (d) Private Cloud must include specified top-of-rack/end-of-rack network switches which will be designed, implemented and managed by Us

 (e) Private Cloud must include specific software features to enable Us to provide automation, orchestration and instrumentation

 (f) We do not provide any SLA or warranty related to performance

 6.2 We will adhere to the following in terms of maintenance windows:

  "Planned Maintenance" means any pre-planned disruptive maintenance to any of the infrastructure relating to the service. Planned Maintenance activity may result in periods of degradation or loss of availability depending on the nature of the activity required. In such cases, We shall provide affected customers with at least fourteen (14) days' advance notice of the Planned Maintenance.

  Planned maintenance will be reported as an SLA event but will not be eligible for service credits. If during Planned Maintenance there is a loss of availability outside the scope described in the planned maintenance notification to the service, an SLA event will be triggered and will be eligible for service credits.   "Emergency Maintenance" means any urgent maintenance required to prevent or mitigate against any event compromising the infrastructure relating to the service. Whenever possible, We shall: a) provide affected customers with at least six (6) hours' advance notice and b) carry out the emergency maintenance between the hours of 20:00 and 06:00 (UK local time) Monday to Friday or between the hours of Saturday 00:00 to 06:00 (UK local time) on Monday, (including bank holidays) unless there is an identified and demonstrable immediate risk to customer environment(s). Emergency Maintenance may result in periods of degradation or loss of availability depending on the nature of the activity required.

  Emergency maintenance will be reported as an SLA event, but will not be eligible for service credits.    7. Technical requirements

 7.1 Customers will require appropriate network connectivity such as DDoS-protected internet access or accredited connectivity such as a government secure network to Our platforms. Connectivity via the DDoS-protected internet, a government secure network (PSN, Janet, HSCN, RLI or MCN RED) or private leased line is available but may incur additional charges if the hosting of hardware such as CPE routers is required — see the Pricing Guide for more details. Where they are required, You are responsible for procuring and managing appropriate devices or software to meet the requirement for data security over the various forms of connectivity.

 8. Your responsibilities:

 (a) The control and management of access and responsibilities for Authorised Users including appropriate connectivity, security and accreditation if required. If access is required over government secure networks such as HSCN, Janet, RLI or PSN (including legacy networks), You are responsible for adhering to the relevant Code of Connection (CoCo) and for providing evidence of Your CoCo to Us upon request. We are unable to provide access to secure networks where such evidence has not been provided by You.

 (b) You are responsible for backing up all data relating to this service.

 (c) The management and administration of layers above the IaaS (for example the systems that use the Private Cloud platform).

 (d) As a core benefit of the cloud platform, You are able to self-manage Your environment including provisioning, stopping/starting virtual machines, antivirus and patching which We support with the availability of update repositories for key operating systems.

 (e) You must be aware of the variable nature of the billing based on usage.

 UKCloud Hosted and Crown Campus Hosted

 (f) You are responsible for supplying Us with all network switches and cabling to connect to Your compute environment. You may ask Us to supply these on Your behalf.

 (g) An agreement between the Parties will be made to cover hardware failures and associated removal and/or disposal.

 (h) You are also responsible for:

 i. Arranging the installation of Your own hardware and associated software

 ii. Setting up a service and maintenance contract for Your hardware

 iii. Setting up a software and maintenance agreement for all licensed software

 iv. The cost of software patch licences

 v. Performing capacity planning and activities

 vi. Raising service requests through the portal when You need configurations implemented

 vii. Raising incident tickets if You experience any issues with Your Service

 viii. Giving Us sufficient time to plan the installation of any additional hardware

 9. Exit

 Termination

 9.1 You may terminate the Services by providing Us with not less than 30 days' advance notice in writing.

 At the point of termination, You are responsible for removing all Content by 23:59:59 on the date of termination. If Content is not removed by this time We reserve the right to charge for any Content not removed, or for retrieving and returning Your content, and may destroy or otherwise securely dispose of any Content in Our possession.

 9.2 We will not destroy hardware that is not exclusive to Your Service and it is Your responsibility to securely dispose of any Content residing within that hardware. Secure destruction of exclusive hardware will incur additional Charges. We will not destroy exclusive hardware if there is unresolved dispute(s) at point of termination of Your Service.

 Offboarding

 9.3 All-inclusive package: prior to terminating the contract, You must make the final payment (early exit charge) in order to take ownership of the storage hardware. You must make arrangements to collect the server and storage hardware within 14 days of contract termination and pay any applicable early exit charges.

 9.4 UKCloud Hosted package: as the Private Cloud platform hardware is owned by the You, You must make arrangements to collect the server and storage hardware within 14 days of contract termination and pay any applicable early exit charges.

 9.5 Crown Campus Hosted package: Prior to terminating the contract, You will terminate the connectivity between the Crown Hosting and Our "Meet Me" room and pay any applicable early exit charges.

 9.6 For clarity, when You terminate Your agreement with Us, We ensure all of Your Content data is deleted in accordance with the terms of this Agreement, unless You own the storage hardware.

 VMware Licence Service (VLS)  You can choose to either pay for the VLS upfront or be billed monthly in arrears.

  Both options require a Purchase Order for the full amount at the point that the order is placed with Us.

  If You choose to pay upfront You will be invoiced for the full amount upon Our receipt of the Purchase Order.

  Upfront payments are not refundable.

  You can choose to combine fixed price and consumption based profiles to suit Your requirements.

  VLS is provided on a fixed 24 month term. If the initial VLS purchase is consumed within the term, You are not obliged to make any further purchases.

  Any balance that is outstanding at the end of the 24 month term is not refundable.

  You will need to install a usage meter in order to consume the VLS. We will provide instructions and assistance as is reasonably required by You.

  You must tell Us about quantity and type of licenses You require under VLS and use the licence keys that We will provide.

  Usage to be reported to [email protected] during the first calendar week of each calendar month during the term of the Call-Off Contract.

  You must remove all licences provided under the Call-Off Contract from use at the point of Service termination.

  Upon Service termination You must pay any outstanding charges to Us in accordance with the terms of the Call-Off Contract.

   Multi-Cloud for Microsoft Azure Services [to be used only in conjunction with Our Multi-Cloud for Microsoft Azure Services]

  You agree and accept that the Microsoft Customer Agreement is incorporated into the terms of the Call-Off Contract.

  You agree that Microsoft is an intended third-party beneficiary of this Appendix E and that Microsoft holds the right to enforce this Appendix E, and to verify Your compliance with this Appendix E.

  You agree that when You have accepted the Microsoft Customer Agreement We will report Your name, email address and date of acceptance to Microsoft, in accordance with our obligations to Microsoft.

  The Microsoft Customer Agreement is available here.

   https://www.microsoft.com/licensing/docs/customeragreement

  More information about the Microsoft Customer Agreement is available here  https://docs.microsoft.com/en-us/partner-center/confirm-customer-agreement

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