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SERVICE LEVEL AGREEMENT FOR STREAMING HOSTING SERVICES
1. DEFINITIONS
a) These terms and conditions of service shall constitute the whole of the contract
between the Customer (herein after referred to as the Customer) and
Xeinet Media Inc, P.O Box 556, Main Street, Charlestown, Nevis, St Kitts And Nevis, Nevis
Company registration No. C32361 (herein after referred to as Buzdeo
Business).
b) The service, services, product means the electronic transmission of information,
graphics, sound and any other form of information transfer through the Buzdeo Business
servers and lines of telecommunication.
c) All terms and conditions apply to the sale of internet services - internet servers,
hosting of internet servers, space on internet servers, hosting of virtual internet
servers, website, domain names, electronic transfer of information, design, construction
and work involved in the production of such and any other services and products
supplied to the Customer and purchased from Buzdeo Business.
d) No terms, conditions or reservations stipulated by the Customer and no course
of dealing shall annul, vary or add to any of these conditions except in so far
as expressly consented to and agreed to in writing by Buzdeo Business.
2. SERVICE
a) Buzdeo Business accepts the Customer's acknowledgement of these terms and conditions
breach of any of which may result in termination and or suspension of the Customer’s
right to use the service.
b) All services supplied must be paid for in full prior to the provision of any
service unless agreed in writing with Buzdeo Business the price being quoted as the list
price of Buzdeo Business agreed on its behalf at the time of contract or order with the
Customer.
c) All prices quoted verbally or in writing (prices being the Buzdeo Business list price
at exchange of contracts) for provision of service are excluding any local
taxes for the service supplied and are subject to change without notice. Buzdeo Business is not and cannot be aware of tax requirements in foreign jurisdictions
and as such no tax contribution has been made and the user shall be liable for all
and any payment required. This applies to Value Added Tax within the UK and EU and
local state taxes in the US.
d) Alterations in the standard price of service supplied will only be accepted by
Buzdeo Business in writing on a Buzdeo Business authorised order form signed by an agent or
employee of Buzdeo Business.
e) Order which has been accepted by Buzdeo Business and signed by the Customer or his/her
representative may be cancelled by the Customer or his/her representative within
14 working days at any time of signing of order and on terms that the Customer will
indemnify Buzdeo Business in full against any loss, costs (including the cost of goods
ordered for the Customer by Buzdeo Business on behalf of the Customer for the supply
of service ordered), damages, charges and expenses incurred by Buzdeo Business as a result
of cancellation.
f) Buzdeo Business reserves the right to suspend any or all services until such time
as full payment has been made. Non-payment of an overdue account may result in the
suspension of all services indefinitely and loss of credit facilities.
g) All services and goods supplied by Buzdeo Business including domain names which may
be registered in the actual name of a third party remain the property of Buzdeo Business
until full and final payment has been made to Buzdeo Business.
h) Service Level Agreement: Where the Service originates from Buzdeo Business and is
delivered to Customer, the Service will be available for not less than 99.9% of
each calendar month. Availability will be calculated and reported in accordance
with the rules set out below.
i) If in any calendar month Buzdeo Business does not meet this standard of availability,
we will compensate the Customer. The amount of compensation will be determined in
accordance with the rules set out below. Buzdeo Business will provide this compensation
by making further services or discounts available to you up to the amount of compensation
at the applicable rate. This compensation will be the limit of our liability for
the non-availability of the Service.
3. PLANNED OUTAGES
a) All work and Planned Outages will be notified to you
wherever possible on 5 days prior notice unless otherwise agreed. Buzdeo Business
shall wherever possible ensure that there are no more than 2 planned Outages each
month.
4. AVAILABILITY
a) Availability is calculated at the end of each month in accordance with the following
formula:
A = T – D
Where: "A" means the Availability of the Service (expressed as a percentage). "D"
means Downtime in the respective month - (expressed in minutes). "T" means the Total
Number of Service Minutes in the respective month.
5. CALCULATION OF DOWNTIME
a) Downtime is calculated from the time of notification of a fault by either Customer
or Buzdeo Business, and ends when the Service is restored to full working order as determined
and certified by us. However, downtime is to be disregarded to the extent it is
attributable to Customer failing to keep equipment in standard office environment levels of humidity and temperature, or to any other abuse, misuse or modification
of equipment or software by Customer.
6. COMPENSATION CALCULATIONS
a) If availability falls below the guaranteed levels in any particular month then
we shall credit Customer by reference to the following table:
Monthly Network Availability & Reimbursement of Monthly Service Fee
99.00 - 99.99% = 5%
97.00 - 98.99% = 10%
95.00 - 96.99% = 15%
90.00 - 94.99% = 20%
Under 89.99% = 25%
Definitions used:
"Availability" means the availability of Buzdeo Business network demonstrated by means
of either a ping or traceroute program.
"Downtime" means in respect of any month the total time during which the Service
is not available (other than as a result of Planned Outages).
"Outage" means any period where streaming to end users cannot be performed.
"Planned Outage," means any period during which any user cannot process an application
transaction or receieve a data stream utilizing the Service caused by work for
the purpose of maintenance or support.
"Service Minutes" means minutes of connectivity to Buzdeo Business.
7. USE OF SERVICE
a) Under no circumstances will the storage and transmission of pornographic materials
in any form whatsoever be allowed through or on Buzdeo Business’ servers and data transmission
cables. The definition of the term pornographic materials is purely at the discretion
of the Directors of Buzdeo Business and their decision in such matters is full and final.
b) The Customer accepts sole liability for any material including but not restricted
to, data, graphic, photo supplied to Buzdeo Business which is subject to copyright or
is judged to be of an unlawful nature or is judged to be in violation of international law or regulation.
c) The Customer acknowledges that the service may only be used for lawful purposes
any information including but not restricted to, graphic, image, photograph, text
in violation of any international law or regulation including but not restricted
to material which is obscene, indecent, judged to be unlawful in the countries broadcast,
threatening,
damaging (to include transfer of computer virus), copyright, trade secret, is prohibited
whether or not the Customer was aware of the content, material and or the laws pertaining
to the material.
d) The purpose of the services provided to you the Customer by Buzdeo Business is for
the storage and transmission of standard web sites, this means that the space provided
on Buzdeo Business Internet network must not be used as an FTP area for the transmission
of demo software and other high bandwidth applications, these applications are at
the discretion of the Directors of Buzdeo Business and their decision in such matters
is full and final. If such applications are required on a web site then it is suggested
that these are posted on dedicated FTP sites which can be reached by appropriate
links on the web sites stored on Buzdeo Business Internet network.
e) Buzdeo Business reserve the right to limit the transfer of data if such transfer
of data are deemed to cause high traffic demands by way of download of files whether
through the size of file and or the number of users of a particular service. The
Customer acknowledges their obligation to inform Buzdeo Business of the exact nature
of files by size, type, content and understand that a surcharge may be levied for
the additional bandwidth required to accommodate the traffic, the Customer has the
right under these conditions to terminate the service contract and an appropriate
refund will be made which will be a percentage of the initial invoice minus admin
charges.
f) The Customer acknowledges that they shall be solely responsible for any violation
of International law with regard to the remote loading of information of any kind onto the
Buzdeo Business server/computer, to view, download to and or by a third party, Buzdeo Business
will retain the right to suspend and or terminate any remote service which they
deem to be in breach of International law or is of a nature which may be damaging, threatening
or judged to include but not restricted to material which is obscene, indecent,
libellous, subject to copyright whether or not the Customer was aware of the content
or the International laws or regulations.
g) The Customer acknowledges sole liability with regard to any claim by third parties
alleging any infringement of rights of any kind due to transmission of any information
to view by the Customer and shall include any infringement of rights under
International law and or regulation and as such agree to pay to Buzdeo Business any
costs incurred in the defence of any action brought against them by a third party
arising from such claims.
h) Knowledge of the Internet - The Customer agrees to obtain a basic knowledge of
the Internet and its operating principles and procedures.
i) Improper Uses - The Customer will avoid violation of certain generally accepted
guidelines on Internet usage such as restrictions on mass mailings, mass advertisements,
pirating or copying of software, mail bombing or other methods of attempting to
deny service or access to other users, and attempts to violate security.
j) Security - The Customer is required to protect the security of its Internet account
and usage. The Customer's security policies and procedures, their implementation
and their connection to the Internet are the Customer's responsibility. The Customer
will treat its password as private and confidential and will not disclose or share
it with any third parties. Any packet filtering services provided by Buzdeo Business
provide a base level of protection and cannot be considered to render comprehensive
security of any kind. The Customer is responsible for securing its own enterprise
network via its own security policies and procedures.
8. DEFINITION OF Buzdeo Business RESPONSIBILITY
a)
Connection - Buzdeo Business provides the Customer with a connection to the Internet
through its equipment and facilities. Information which passes to or from the Customer
over the Internet passes through equipment and facilities which Buzdeo Business does
not own and has no control over. Buzdeo Business does not provide, exchange or monitor
data or information on the Internet. Thus, it follows that:
Content - Other than "packet filtering" at the Customer's request on a Buzdeo Business
provided router or firewall, which will deny entry to unregistered, addressed packets,
Buzdeo Business does not check, scan or verify content of information and data transmitted
on the Internet. Buzdeo Business does not make judgments with regard to appropriateness of material for transmission, or guarantee the nature, content, truth, accuracy
or reliability of such material.
Buzdeo Business warrants that is will not sell, disclose or assign rights to any
other parties content which is stored on and transmitted from Buzdeo Servers. All
Content transferred by its customers remains the property of its customers and as
such Buzdeo makes no claim over any rights to any content. Buzdeo Business will
only view customer’s video / content where it is absolutely necessary to maintain
service or support its customers.
Although Buzdeo Business agrees to keep all client content/data in Secure, access
controlled Data centres, and operate reasonable secure working practices for
its employees and officers it does not warrant or guarantee absolute security of
data whilst in transmission to or from client or customers sites.
Opinions - Buzdeo Business takes no opinion and expresses no views on the nature or content
of any such information or data.
9. LIMITED LIABILITY
a) Any liability arising from, including but not restricted to damages caused or
allegedly caused by any failure to provide the agreed service, error, omission,
interruption of service and or delay of transmission of service, loss of electronically
stored information due to, theft, fire, destruction, or by means of unauthorised
access to electronic information stored on Buzdeo Business equipment or third party providers
utilised By Buzdeo Business, shall be restricted to a maximum of the amount paid by the
Customer for the service or services provided by Buzdeo Business or agent of Buzdeo Business
minus administration costs.
b) The headings in these conditions are intended for reference only and shall not
effect their construction.
10. PERSONAL DATA
a) You agree that Buzdeo Business may hold Customer names and other relevant information
in a computerised database. You agree that such data may be processed and may, in
certain circumstances, be supplied to and processed by our suppliers, to enable
the provision and maintenance of the Equipment and/or Services.
b) You acknowledge that we may, from time to time, be required under regulations
and/or legislation to co-operate with and/or disclose Customer data to, government
or other bodies and/or authorities.
11. NOTICES
a) You agree to keep the contact details which you have provided to us up to date.
Any notice or other information to be served by us on you in accordance with this
Agreement will be validly sent if in writing and sent by either e-mail or
post to your last known email or postal address. Any notice sent by post will
be deemed served four days after posting. Any notice sent by e-mail
will be deemed served on the day that it is sent.
b) Any notice to be served on us must be in writing and sent either by pre-paid
post to our registered office or to such other address as may be specified by us to you for this purpose from time to time. Any notice sent in accordance with
this sub-clause will only be deemed served if and when you have received a written
acknowledgement from us.
12. GENERAL
a) Breaching of these terms and conditions in any form will allow the Directors
of Buzdeo Business to terminate the contract between you the Customer and Buzdeo Business,
monies outstanding or owed to either parties will be decided by the Directors of
Buzdeo Business and their decision in such matters will be full and final.
b) Use of Buzdeo Business services and goods including domain names constitutes acceptance
of these terms and conditions. All services provided are stipulated on this invoice,
if any additions advertised or inferred by Buzdeo Business or an agent of Buzdeo Business
do not appear in writing on this invoice then Buzdeo Business must be informed in writing
by you the Customer within 14 days.
c) This Agreement represents the entire agreement and understanding between you
and us with regard to the supply of the Equipment and/or Services, to the exclusion
of all prior agreements, arrangements and understandings. The Agreement contains
express promises and obligations on our part. You agree that any other term which
might be implied or incorporated into the Agreement, by statute, at common law or
otherwise, is excluded, to the fullest extent permitted by law.
d) You acknowledge and agree that in entering into the Agreement you have not relied
upon any oral or written representation, statement or understanding (whether negligently
or innocently made) by any of our employees, agents, sub-contractors or representatives
other than as expressly set out in the Agreement.
e) You further acknowledge and agree that you will have no remedy in respect of
any untrue representation innocently or negligently made by us or any of our employees,
agents, sub-contractors or representatives prior to entering into the Agreement
upon which you may claim to have relied in entering into the Agreement whether such
representation was made orally or in writing.
f) The only remedy available to you for a breach by us of the Agreement shall be
for breach of contract under the terms of the Agreement.
g) Nothing in the Agreement shall exclude or limit our liability for fraudulent
misrepresentation.
h) The Agreement shall be governed by and construed in accordance with the laws
of Nevis and you agree to submit to the exclusive jurisdiction of the
Courts of Nevis. In the event that the Agreement is translated into
any other language, the English language version shall prevail.
i) If any provision, clause or sub-clause of the Agreement is held by any competent
authority to be void, voidable, illegal, invalid or otherwise unenforceable, but
would be valid and/or enforceable if any part of such provision, clause or sub-clause
were deleted or modified, then that provision, clause or sub-clause shall apply
with such deletion or modification as may be necessary to make it valid and/or enforceable.
j) If any part of the Agreement or the application of it to any person shall, for
any reason, be adjudged by a competent authority to be invalid, void, voidable,
illegal or unenforceable such judgement shall not affect the remainder of the Agreement
which shall continue in full force and effect.
k) References to the singular include the plural and vice versa. References to one
gender include all other genders and vice versa.
13. CANCELLATION OF SERVICE
a) Cancellation of service must be given in writing 28 days before service is due
for renewal. If cancellation is not received in writing within 28 days of renewal
then the Customer will be liable for the full renewal fee.
14. BANDWIDTH OVERAGES
a) We do not curtail bandwidth used over your plan, any amounts used over and above
the total bandwidth allowed in a plan will be charged at the end of the charging
period on the following basis:
Pro10 ~ Pro500 $3 per Gb
Pro1000 > $2 per Gb
Revision date – 01/01/2007
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