SERVICE LEVEL ADDENDUM TO NEXGEN CLOUD LIMITED TERMS & CONDITIONS  

1.1 (Incorporation by reference) This Addendum is incorporated by reference into and forms an integral part of, and shall be construed in accordance with, and shall be governed by the terms of, the NexGen Cloud Limited Terms and Conditions, as amended from time to time (“T&Cs”).

1.2 (Defined terms) Capitalised terms not otherwise defined herein have the same meaning given to such term in the T&Cs:

“Downtime" means, with respect to each relevant Service, the period during which such Service(s) is/are unavailable to you as the customer due to service disruptions, measured in minutes at the end of, and in respect of, the monthly billing cycle, excluding any Scheduled Maintenance Periods;

“Interference or Errors” Any service disruptions resulting from actions or omissions by you as the customer, your employees, agents, or any third parties authorised by you, including without limitation, improper use of, or interference or modifications made to, the Service(s) by you or any other third-parties, any fault in your equipment or any other incident occurring on your side of the service delivery point;

“Scheduled Maintenance” means each planned interruption to the Services for system maintenance, upgrades, or enhancements, provided we have given you reasonable prior notice;

“Services” means, each of the Services, we offer from time to time, as set out in the appendix here to, being one or more of which you have purchased in the Platform in accordance with the T&Cs; 

“Total Time” means, measured in minutes, the period covering the monthly billing cycle from the point at which each relevant Service commences (as indicated in the Platform); and

"Uptime" means the percentage of time during which the Services are operational and accessible to you as the customer.

2.1 (Uptime Level) NexGen Cloud Limited agrees to maintain a minimum uptime of 100.0% with respect to the Services.

2.2 (Calculation of Uptime): Uptime will be calculated monthly by us in our sole discretion by reference to our available monitoring data, using the following formula: 
Uptime (%) = (Total Time – Downtime) / Total Time * 100

2.3 (Exclusions from Uptime) The following events shall be excluded from the calculation of Uptime and shall not be considered as Downtime:
(a) Scheduled Maintenance; 
(b) Force Majeure Events, whether or not resulting in emergency maintenance; and
(c) Interference or Errors.

 

(a) If you wish to make a rebate claim under this addendum, you must within 5 calendar days of the end of relevant monthly billing cycle, email us at [email protected] including any relevant information in support of your claim.
(b) We shall promptly review the circumstances and respond to you with our decision. 
(c) Once a claim is approved, we shall promptly rebate you by way of a credit to your Account on a pro-rata basis any amount of fees paid within any relevant billing cycle and relating to any relevant Service(s) to the extent such Service(s) is/are determined to have fallen below its/their Uptime Level percentage, as the case may be. 
(d) With respect to any Service and any monthly billing cycle, the maximum amount of any rebate credit under this Addendum shall be the amount paid for such Service(s), as applicable.
(e) Claims shall not be permitted under this Addendum to the extent:
(i) you fail to promptly report any known incident to us or fail to provide us with sufficiently detailed information in connection with any incident the subject of a claim; and/or    
(ii) you have improperly configured the Services, including, without limitation, failing to employ appropriate and industry standard physical, administrative, and technical safeguards (including the use of firewalls, encryption, and other tools) to protect against breach, disclosure, or unauthorised access of your data or Output processed by you in connection with your use of the Services, including without limitation any safeguards required by applicable data security and/or data privacy laws.

 

In addition to the provisions of the T&Cs, you terminate this Agreement without penalty or further obligation, upon providing written to us if we do not achieve the minimum uptime requirement for three consecutive months.

Time shall not be of the essence with respect to the performance of the Services.

 

 As at the date of the T&Cs, we provide the following Services which are subject to this Service Level Addendum: