In addition to our SaaS Platform, you can also elect to have us host a managed version of the platform using the same standards and security levels we employ in our main service offering.
Some words used in these Product Terms (Managed Service Level Guarantees) have particular meanings:
Unless otherwise stated in the Hosting Services Agreement, Privacy Central does not guarantee a deployment timeframe but will use reasonable endeavours to deploy the server(s) as described in your Services Description (the "Server(s)") promptly. Privacy Central may, from time to time, agree to provide a guaranteed deployment timeframe (a "Deployment Guarantee") for an additional fee. Where such Deployment Guarantee is agreed, Privacy Central will deploy the Server(s) by the date stated in the Hosting Services Agreement, provided that you promptly provide all information that we reasonably request from you to complete deployment. Servers are deemed deployed as of the time that Privacy Central generates an email message to you that includes the information needed to allow you to transfer information to and from the Server(s). Your sole and exclusive remedy for our failure to meet the
Deployment Guarantee shall be a credit equal to the amount of the fee paid for the Deployment Guarantee service. You are not entitled to a credit if you request or cause the deployment delay. This Deployment Guarantee does not apply to any software, other managed services, or hardware devices other than the Server(s). If you request (orally or in writing) that we deploy your servers by a specific date or on an "expedited" basis for no additional fee, then the Deployment Guarantee shall not apply, and we commit only to using reasonable endeavours to deploy the Server(s) by the date requested.
4.1 Network. Since we utilize Microsoft Azure for our hosted services, SLAs will be passed through for our managed services. We guarantee that our services will be available 100% of the time in a given month, excluding Maintenance. We will credit your account five per cent (5%) of the monthly fee for each thirty (30) minutes of network downtime, up to one hundred per cent (100%) of your monthly fee for the affected server(s).
4.2 Measurement of Time Periods. For the purpose of determining whether a credit is due, time periods will be measured from the time stamp generated by our ticket system, the time an interruption is recorded in our monitoring system, until network availability is restored or the affected device is powered back on, as applicable. You may open a support ticket to document the start time for a support request or other incident, or if you contact us by telephone to request support, we will open a ticket. If you contact us by phone, there may be a delay between the time of the call and the time we open a ticket.
4.3 Limitations on Credits.
6.1 Your first invoice will include: (i) a Setup Fee (if applicable); (ii) a One Time Fee (if applicable); (iii) a monthly recurring fee; and (iv) a Pre Pay Service(s) fee (if applicable). The monthly recurring fee shall be prorated from the Service Commencement Date to the last day of the calendar month (subject to any free time as agreed between you and Privacy Central). We may require you to make a payment ahead of the Service Commencement Date (an "Upfront Payment"). We will offset such Upfront Payment against the initial invoice(s) that we raise against your account. Following Service Commencement Date, the monthly recurring fee shall be billed in advance at the beginning of each calendar month. "Utility Fee”, which refers to those fees that apply to Services priced on usage, such as Virtual Machines, email and apps, bandwidth charges and overages, shall be billed monthly in arrears. If we agree to you prepaying for the whole or any part of the term, such prepay amount is exclusive of all Utility Fees. The term Utility Fees may be used interchangeably with the term “Non-Recurring Fees”.
6.2 If you use Privacy Central’s virtualisation services, your virtual server(s) will be active on the Service Commencement Date. Following the Service Commencement Date you are responsible for managing the active or inactive status of your virtual servers. Privacy Central will invoice you for your virtual service in arrears based on the number of calendar days in each billing period that your virtual servers are set to "active". You will be charged a full day’s rate regardless of whether your virtual servers are set to "active" for a full or partial day.
6.3 Fees are due within five (5) days of invoice date. If you have arranged for payment by credit card or direct debit, Privacy Central may charge your card or account on or after the invoice date.
6.4 If any amount is overdue by more than thirty (30) days, Privacy Central may: 6.4.1 charge interest on overdue amounts at 1.5% per month; 6.4.2 suspend all Services, and services provided pursuant to any unrelated agreement, if you do not pay the overdue amount within four (4) Business Days of our written notice to your billing contact. You agree that if your Services are reinstated after a suspension for non-payment, you will pay a reasonable reinstatement fee.
6.5 In the event Privacy Central brings a legal action to collect due to late payment of valid invoices, you must also pay Privacy Central’s costs of collection, including reasonable legal fees, expenses and court costs.
6.6 If your payment is returned for insufficient funds, we may charge you an administration fee up to the maximum amount permitted by law.
6.7 All payments will be made in the currency in the Services Description at the exchange rate at the date of the invoice.
6.8 Invoices that are not disputed within one (1) year of invoice date are conclusively deemed accurate.
7.1 Increase in Consumer Price Index. If during the initial term or any renewal term there is an increase in the Consumer Price Index as published by the National Office for Statistics over the Consumer Price Index reported for the month in which you signed your Agreement, we may increase your fees by the same percentage as the increase in the Consumer Price Index; provided that we may not increase your fees under this subsection more often than once per twelve (12) months, and we must give you at least thirty (30) days advance written notice of the increase. (Example: if the Consumer Price Index for the month in which you sign the Agreement is one hundred and eighty six (186), and then increases in a subsequent month during the term of the Agreement to one hundred and ninety five (195), we may increase your fees by up to 4.8%).
7.2 Increase after expiry of Term. If following the expiration of the initial term or any renewal term you do not sign a renewal of your Agreement, but continue to use your Services on a rolling three (3) month basis as described in Section 5 (Term) above, then we may increase your fees at any time by any amount, in our sole discretion, on ninety (90) days advance written notice.
7.3 Third Party License Fees. In the event that a third party license provider increases the fee they charge Privacy Central for your use of such license, we will increase your fees by the same percentage amount, provided we notify you in writing at least ninety (90) days before the effective date of the price increase.
You may terminate this Agreement for convenience at any time on ninety (90) days advance written notice.
If after providing notice of termination you would like to request a postponement of your termination date, you must provide at least 30 days’ written notice prior to your scheduled termination date. Any applicable early termination fee shall be adjusted accordingly.
If you terminate this Agreement for convenience or we terminate this Agreement for your breach, in addition to other amounts you may owe, you must pay an early termination fee equal to the total monthly recurring fees for the remaining portion of the then-current term. You will not be charged an early termination fee under this Section in the event you terminate this Agreement as part of an agreement to establish a replacement for the Hosted System in a different Privacy Central service segment, even if the overall fees for the replacement system are less than those for the Hosted System, provided that the replacement system is the functional equivalent of the Hosted System.
If you ask us to implement a configuration element (hardware or software) or hosting service in a manner that is not customary at Privacy Central, or that is in "end of life" or "end of support" status we may designate the element or service as "unsupported", "non-standard", "best efforts", "reasonable endeavours", "one-off", "EOL", "End of
Support", or with like term in the Services Description (referred to in this Section as an "Unsupported Service"). Privacy Central makes no representation or warranty whatsoever regarding Unsupported Service so designated, and you agree that Privacy Central shall not be liable to you for any loss or damage arising from the provision of the Unsupported Service. The Service Level Guarantees shall not apply to the Unsupported Service, or any other aspect of the Hosting Services that is adversely affected by the Unsupported Service. You acknowledge that Unsupported Services may not interoperate with Privacy Central’s other services, such as backup or monitoring.