Disaster Recovery-as-a-Service (DRaaS)

Pacific Controls Cloud Services TERMS & CONDITIONS

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

AGREED TERMS
1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: Your employees, agents and independent contractors who are authorised by you to use the Software as a Service offerings of PCCS
Business Day: any day which is not a Friday, Saturday or public holiday in the UAE.
Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.
Your Data: any and all of the data and/or databases owned or controlled by you, including all data submitted or uploaded to the Service or Software as a Service Systems of PCCS in connection with this Agreement
Effective Date: the date of this agreement.
Initial Subscription Term: the initial term of this agreement shall be one from the Ready for Service day, which includes a one month free trial period
Normal Business Hours: 8.00 am to 5.00 pm UAE time, each Business Day.
Ready for Service (RFS): Date when service is provisioned and when monthly subscription fees become applicable
Renewal Period: the period described in clause 13.1.
Services: Software as a Service subscription services provided by PCCS in connection with this Agreement
Software as a Service (SaaS): the online software applications provided by PCCS and may include Microsoft Technology based Services: Exchange, Lync online, SharePoint, Remote desktop and Customer Relationship Management (CRM)
Subscription: the subscription to PCCS’ SaaS, on a monthly payment basis
Subscription Fees: the subscription fees payable by You to PCCS,
Support Services Policy: PCCS’ policy for providing support in relation to the Services as made available at to You from time to time.
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality), and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Words in the singular shall include the plural and vice versa.

1.6 A reference to one gender shall include a reference to the other genders.

1.7 References to clauses and schedules are to the clauses and schedules of this agreement;

2. CLOUD SERVICE SUBSCRIPTIONS

2.1 Subject to the terms and conditions of this agreement, PCCS hereby grants to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for the Your internal business operations.

2.2 In relation to the Authorised SaaS Users, you undertake that:

(a) the maximum number of Authorised Users that are authorised to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) You will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or associated documentation;
(c) each Authorised User shall keep a secure password for his use of the Services and associated documentation, that such password shall be changed no less frequently than 60 days and that each Authorised User shall keep his password confidential;
(d) You will maintain a written, up to date list of current Authorised Users and provide such list to PCCS within 10 Business Days of PCCS’ written request at any time or times;
(e) You will permit PCCS to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at PCCS expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Your normal conduct of business;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to PCCS’ other rights, the You will promptly disable such passwords and PCCS shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e)reveal that the You have underpaid Subscription Fees to PCCS, You will pay to PCCS an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.

2.3 You will not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) contains software or other material protected by intellectual property laws (or by rights of privacy) unless You owns or controls the rights thereto or have received all necessary consents to do the same
(f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity;
(g) causes damage or injury to any person or property; or
(h) Otherwise not appropriate from the perspective of local UAE Customs, traditions and ethical standards
and PCCS reserves the right, without any liability You, to disable Your access to any material that breaches the provisions of this clause.

2.4 You will not:
(a) except as may be allowed by any applicable law

• and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or associated documentation (as applicable) in any form or media or by any means; or
• attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and associated documentation in order to build a product or service which competes with the Services and/or the documentation; or
(c) use the Services and/or associated documentation to provide services to third parties; or
(d) subject to clause 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or and associated documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or documentation, other than as provided under this clause 2; and

2.5 You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the associated documentation and, in the event of any such unauthorised access or use, promptly notify PCCS.

2.6 The rights provided under this clause 2 are granted to You only, and shall not be considered granted to any of Your subsidiary or holding company.

3. ADDITIONAL SUBSCRIPTIONS

3.1 You may, from time to time during any Subscription Term, purchase User Subscriptions for SaaS in excess of the number earlier purchased PCCS shall grant access to the Services and the associated documentation for such additional requirements in accordance with the terms of this agreement.
3.2 If you wish to purchase additional Services, you may do so by buying additional subscriptions at the prevailing prices of PCCS.

4. SERVICES

4.1 PCCS shall, during the Subscription Term, provide the Services and make available the associated documentation to you and subject to the terms of this agreement.

4.2 PCCS shall use commercially reasonable endeavours to make the Services available 99.5 percent of the time, except for:

(a) Planned maintenance, as notified from time to time
(b) Unscheduled maintenance performed outside Normal Business Hours, provided that PCCS has used reasonable endeavours to give You at least six Normal Business Hours’ notice in advance.

4.3 PCCS will, as part of the Services and at no additional cost, provide You with the PCCS’ standard customer support services during Normal Business Hours in accordance with the PCCS’ Support Services Policy in effect at the time that the Services are provided. PCCS may amend the Support Services Policy in its sole and absolute discretion from time to time. You may purchase enhanced support services separately at PCCS’ then current rates.

5. YOUR DATA

5.1 You will own all rights, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Your Data.

5.2 PCCS shall follow its archiving procedures for Your Data as set out in relevant Back-Up Policy. In the event of any loss or damage to Your Data, Your sole and exclusive remedy shall be for PCCS to use reasonable commercial endeavours to restore the lost or damaged Your Data from the latest back-up of such Data maintained by PCCS in accordance with the archiving procedure described in its Back-Up Policy. PCCS shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party except those third parties sub-contracted by PCCS to perform services related to Your Data maintenance and back-up.

5.3 PCCS shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Your Data, as available on PCCS website which may be amended from time to time by PCCS in its sole discretion.

5.4 If PCCS processes any personal data on your behalf when performing its obligations under this agreement, You agree that you shall be the data controller and PCCS shall be a data processor and in any such case:

(a) You shall ensure that the You are entitled to transfer the relevant personal data to PCCS so that PCCS may lawfully use, process and transfer the personal data in accordance with this agreement on Your behalf;
(b) You will ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) PCCS shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by You from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

6. PCCS’ OBLIGATIONS

6.1 PCCS undertakes that the Services will be performed substantially in accordance with the documentation and with reasonable skill and care.

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to PCCS’ instructions, or modification or alteration of the Services by any party other than PCCS or PCCS’ duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, PCCS will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, PCCS

(a) does not warrant that the Your use of the Services will be uninterrupted or error-free; nor that the Services, documentation and/or the information obtained by You through the Services will meet the Your requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services and documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.3 This agreement shall not prevent PCCS from entering into similar agreements with third parties, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

6.4 PCCS warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

7. YOUR OBLIGATIONS

You will:

(a) provide PCCS with:
• all necessary co-operation in relation to this agreement; and
• all necessary access to such information as may be required by PCCS;
in order to render the Services, including but not limited to Your Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to your activities under this agreement;
(c) carry out all other Your responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Your provision of such assistance as agreed by the parties, PCCS may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and associated documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
(e) obtain and maintain all necessary licences, consents, and permissions necessary for PCCS, your contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that Your network and systems comply with the relevant specifications provided by PCCS from time to time; and
(g) be solely responsible for procuring and maintaining Your network connections and telecommunications links from your systems to PCCS’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Your network connections or telecommunications links or caused by the internet.

8. CHARGES AND PAYMENT

8.1 You will pay the Subscription Fees to PCCS for the User Subscriptions in accordance with this clause.

8.2 You will be billed in accordance with the following schedules:

(a) Set-up fee (if any) will be charged on the date of subscription
(b) First monthly bill shall be issued on the first day of the succeeding month and shall cover:
• Charges for the previous month, pro-rated from the date the trial period is completed (if applicable)
• Advance payment for the Calendar month following the trial
(c) Subsequent invoices shall be issued on the first business day of each calendar month, covering the following:

• Advance Payment for the month based on existing volume
• Adjustment for any difference of previous invoice and actual consumption during the last month - If the previous bill is less than the amount billed based on actual consumption, the difference will be added to the subsequent invoice. If the previous bill is more than the amount billed based on actual consumption, a credit will be given for the difference
• Any set-up fee for additional users and/or Virtual Machines
(d) Your credit card will be charged on the date of completion of trial period (if applicable) and on first of every month subsequently.
(e) By accepting these Terms and Conditions you authorize PCCS to debit or charge your Credit Card account which allows your payment to be forwarded to PCCS.

8.3 If PCCS has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of PCCS:

(a) PCCS may, without liability to You, temporarily suspend Service or part of the Services and PCCS shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on such due amounts at monthly rate of 1.5 percent, or maximum allowed by law, whichever is higher
(c) If PCCS do not receive payment within 7 days of date of temporary Suspension, PCCS reserves the right to terminate this agreement and associated services with immediate effect.

8.4 If, at any time whilst using the Services, You exceed the amount of disk storage space subscribed, PCCS shall charge You, and You will pay, PCCS’ then current excess data storage/processing capacity fees. PCCS’ excess data storage (and processing capacity fees) current as at the Effective Date

8.5 PCCS shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause and/or the excess storage fees payable pursuant to clause 8.4 at the start of each Renewal Period upon 90 days' prior notice to You.

9. PROPRIETARY RIGHTS

9.1 You acknowledge and agree that PCCS and/or Your original licensors own all intellectual property rights in the Services and the associated documentation. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the associated documentation.

9.2 PCCS confirms that it has all the rights in relation to the Services and the associated documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10. CONFIDENTIALITY

10.1 Each party may be given access to Confidential Information from the other party in order to perform Your obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by Your employees or agents in violation of the terms of this agreement.

10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.5 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute PCCS’ Confidential Information.

10.6 PCCS acknowledges that Your Data is the Confidential Information

10.7 This clause 10 shall survive termination of this agreement, however arising.

11. INDEMNITY

11.1 You will defend, indemnify and hold harmless PCCS against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Your use of the Services and/or associated documentation, provided that:

(a) You are given prompt notice of any such claim;
(b) PCCS provides reasonable co-operation to You in the defence and settlement of such claim, at the Your expense; and
(c) You will have the sole authority to defend or settle the claim.

11.2 PCCS shall, subject to clause 11.5, defend You against any claim that the Services or documentation infringes any Intellectual Property Rights as of the Effective Date, and shall indemnify the You for any amounts awarded against You in judgment or settlement of such claims, provided that:

(a) PCCS is given prompt notice of any such claim;
(b) You provide reasonable co-operation to PCCS in the defence and settlement of such claim, at PCCS’ expense; and
(c) PCCS is given sole authority to defend or settle the claim.

11.3 In the defence or settlement of any claim, PCCS may procure the right for the You to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the You without any additional liability or obligation to pay liquidated damages or other additional costs to You.

11.4 In no event shall PCCS, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:

(a) a modification of the Services or associated documentation by anyone other than PCCS; or
(b) Your use of Services or associated documentation in a manner contrary to the instructions given to the You by PCCS; or
(c) Your use of Services or documentation, after notice of the alleged or actual infringement from PCCS, or any appropriate authority.

11.5 The foregoing states the Your sole and exclusive rights and remedies, and PCCS’ (including PCCS’ employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12. LIMITATION OF LIABILITY

12.1 Subject to the provisions of clause 11, this clause sets out the entire financial liability of PCCS (including any liability for the acts or omissions of your employees, agents and sub-contractors) to You in respect of:

(a) any breach of this agreement;
(b) any use made by you of the Services and associated documentation or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

12.2 Except as expressly and specifically provided in this agreement:

(a) You assume sole responsibility for results obtained from the use of the Services and the associated documentation by You, and for conclusions drawn from such use. PCCS shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to PCCS by You in connection with the Services, or any actions taken by PCCS at Your direction;
(b) all warranties, representations, conditions and all other terms of any kind are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the associated documentation are provided to You on an "as is" basis.

12.3 Nothing in this agreement excludes the liability of PCCS:

(a) for death or personal injury caused by PCCS negligence; or
(b) for fraud or fraudulent misrepresentation.

12.4 Subject to clause 12.2 and clause 12.3:

(a) PCCS shall not be liable whether in tort, including for negligence or breach of statutory duty, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) PCCS’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid during the three months immediately preceding the date on which the claim arose.

13. TERM AND TERMINATION

13.1 This agreement shall, unless otherwise terminated as provided in this clause 13,.commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods equivalent to Initial Subscription Term (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 30 days, prior to the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or.
(b) otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

13.2 After Initial Subscription Term, You may terminate this Agreement, by giving a 30 days notice on first of the month, in which case You shall not be entitled to;

a) any refund on fees paid beginning of the month
b) withhold any payments due to PCCS till the date of termination

13.3 If you decide to cancel such service for any reason, you must send an e-mail from the registered e-mail ID within 30 days of your signup date to cancel@cloudservicesme.com and we will reply to your email with a cancellation form which you must fill to complete cancellation. Once we receive the completed form, we will cancel the service within two business days and you will not be charged any additional setup or recurring fees.

13.4 Termination for cause. Notwithstanding the foregoing, PCCS may immediately terminate this Agreement and Your Account upon (a) Your breach of any provision of this Agreement, (b) any action by you that PCCS determines, in its sole judgment, to interfere with the operation or use of the Service or (c) failure to maintain current contact information for your account, d) for non-payment as in terms of Clause 3(b) In the event of immediate termination for cause, Pacific Controls Cloud Services shall be entitled to the entire Service Fee for the month in which such termination occurred and you shall not be entitled to any refund or credit thereof.

13.5 On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
(c) PCCS may destroy or otherwise dispose of any of the You Data in its possession unless PCCS receives, no later than thirty days after the effective date of the termination of this agreement, a written request for the delivery to You of the then most recent back-up of the Your Data. PCCS shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such a written request, provided that the You has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by PCCS in returning or disposing of Your Data; and
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

14. FORCE MAJEURE

PCCS shall have no liability to the You under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, industrial disputes (whether involving the workforce of PCCS or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, , fire, flood, storm or default of PCCSs or sub-contractors, provided that You are notified of such an event and its expected duration.

15. WAIVER

15.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

15.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

16. SEVERANCE

16.1 If any provision (or part of a provision) of this agreement is found by any court to be invalid, unenforceable or illegal, the other provisions shall remain in force.

16.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

17. ENTIRE AGREEMENT

17.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

17.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

18. ASSIGNMENT

18.1 You will not, without the prior written consent of PCCS, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

18.2 PCCS may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

19. NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20. THIRD PARTY RIGHTS

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors

21. NOTICES

Any notice required by this Agreement or given in connection with it, shall be posted on the Pacific Controls Cloud Services website or e-mailed to the User and shall be effective ten (10) business days after it is sent via e-mail or posted on Company website.

22. GOVERNING LAW AND JURISDICTION

22.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of the United Arab Emirates

22.2 The parties irrevocably agree that the courts of United Arab Emirates (UAE) have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

YOU HEREBY RECOGNIZE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THE AGREEMENT'S TERMS AND CONDITIONS.

The Service Level Agreement ("SLA") describes performance and security components regarding the service provided by Pacific Controls Cloud Services This Service Level Agreement (SLA) applies to you ("Customer") if you have ordered any of the hosting services (SaaS (Exchange 2013, SharePoint 2013, Lync 2013, RDS, CRM 2013) & IaaS) from Pacific Controls Cloud Services (The "Services") and your account is active with Pacific Controls Cloud Services.

This SLA is primarily governed by the Pacific Controls Cloud Services End User Agreement and complemented by Pacific Controls Cloud Services Privacy Policy, which are designed to protect the privacy, security and best interests of Pacific Controls Cloud Services customers. We agree to abide by and comply with the terms of the SLA, and require our Customers to do likewise. Pacific Controls Cloud Services shall use its best endeavors to provide continuous service with respect to this SLA which consistently exceeds your expectations. Pacific Controls Cloud Services reserves the right to add, delete or amend the terms of this agreement at any time upon twenty (20) days’ notice to the Customer. Such notice shall be given to the company administrator via e-mail and be reflected in the SLA posted on this website not later than ( 7 ) days upon providing the notice. The following is the summary of the kind of levels of services that Pacific Controls Cloud Services offers its Customers to ensure maximum availability, performance and protection.

Network Access and Security

This section describes how Pacific Controls Cloud Services protects the hosted services against unauthorized network access and the related security measures Pacific Controls Cloud Services takes to protect its Customers in this regard:

• Pacific Controls Cloud Services uses 256-bit encryption SSL via Certificates.
• Pacific Controls Cloud Services uses a redundant architecture and/or enterprise level servers.
• Pacific Controls Cloud Services connects to multiple Internet backbones through fiber links, within a major telecommunications hub.

Customer Responsibilities:

• Customers (or their agents) are responsible for properly maintaining the functional operation of all workstation equipment including connectivity to the Internet
• Prior to complaining any connectivity problems, the Customer shall verify first that they are able to reach sites such as www.google.com or www.yahoo.com and confirm that the connectivity problem is not attributed to the action of the Internet Service Provider (“ISP”). In the event if the connectivity problems still persists then it shall duly notify and report Pacific Controls Cloud Services of such issue
• Customer is responsible for the configuration of their Internet firewall to allow access to the ports which are necessary to be used
• The Customer provide at the least the following, to ensure trouble free hosting by Pacific Controls Cloud Services , including but not limited

• Internet connection with sufficient bandwidth and quality
• An updated and patched workstation client with supported operating system version
• An updated client with supported version (example outlook) to access certain services like email

Data Security

This section describes the significant measures Pacific Controls Cloud Services takes to protect customer information and contains important requirements for customers to follow to further enhance data security:

All customer data is located on secure servers or directories that require access authentication.

• Pacific Controls Cloud Services installs a leading third-party, anti-virus & anti-Spam software on its front-end SMTP servers which are utilized for the exchange service. This software is configured to check all messages coming into and leaving the exchange server (Messages sent between mailboxes on the server are not scanned) for viruses according to the virus-detecting heuristics provided with the software. As a part of the Anti-virus software service, these heuristics are regularly updated. If a virus is detected, the message is quarantined immediately without providing any intimation to either recipient or sender of the message and no notification will be sent in this regard.
• Pacific Controls Cloud Services stores data across Multiple Enterprise class storage appliances with multilayer redundancy and data replication techniques employed to ensure the availability and continuity.
• Multiple copies of email data is maintained to ensure protection against hardware failure
• Pacific Controls Cloud Services is not responsible for data loss resulting from the failure or loss of the data storage

Customer Responsibilities:

The following customer requirements enhance data security:

• Customers must use discretion granting administrator privileges
• Users must not share their login identifier or password
• We recommend that users change their passwords at least every forty five (45) days
• Users must select passwords that are eight (8) characters or longer and should include a combination of upper and lower case with mixed alpha and numeric text
• Pacific Controls Cloud Services advises customers to use up-to-date, local anti-virus software. Pacific Controls Cloud Services is not responsible for infection of end-user devices or lost or corrupted messages due to anti-virus software running on the Exchange server

Service Availability Targets

Coverage – Definitions

As used herein, the term "Service Availability" means percentage of the total number of minutes in any 30 day period within a Gregorian Calendar, wherein access to Pacific Controls Cloud Services data center network, shared hosted applications, fully-managed customer servers and customer's data is available. .

Software as a Service

Pacific Controls Cloud Services will use commercial best efforts to provide customers with 99.9% service availability of the applications hosted. Service Availability is calculated by the number of hours the service is available to customers divided by the total number of hours, and represented in percentage format

Infrastructure as a Service

Pacific Controls Cloud Services will use commercial best efforts to provide customers with 99.7% service availability of the servers which are used in connection with the hosting. Service Availability is calculated by the number of hours the server is available to customers divided by the total number of hours, and represented in percentage format

Exceptions

Pacific Controls Cloud Services will not be responsible for SLA in connection with any failure or deficiency of Service Availability caused by or associated with:

• Circumstances beyond Pacific Controls Cloud Services reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this SLA
• Failure of access circuits to the Pacific Controls Cloud Services Network, unless such failure is caused solely by Pacific Controls Cloud Services
• Scheduled maintenance and emergency maintenance and system upgrades
• DNS (Domain Name System) issues outside the direct control of Pacific Controls Cloud Services
• Customer's acts or omissions (or acts or omissions of others engaged or authorized by customer) including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP, etc), any negligence, willful misconduct, or use of the Services in breach of Pacific Controls Cloud Services Terms and Conditions
• Outages elsewhere on the Internet that hinder access to your account

Scheduled Maintenance

To guarantee optimal performance of the Service, it is necessary for Pacific Controls Cloud Services to perform routine maintenance on the servers. Such maintenance often requires taking servers off-line and is typically performed during off-peak hours. Pacific Controls Cloud Services reserves the right to plan a scheduled outage with twenty-four (24) hours advance notice.

Pacific Controls Cloud Services will use commercial best efforts to schedule these outages at non-peak hours and limit their occurrence to strictly necessary upgrades and required maintenance and this server unavailability will be excluded from the calculations of service availability as above-mentioned.

Scheduled outages communicated via e-mail to the designated administrator of each customer.

It is the responsibility of the administrators to notify all persons within their organizations if such organization is the Customer, of scheduled outages.

Technical Support

This section describes how Pacific Controls Cloud Services maintains high quality customer care to ensure customer satisfaction.

Pacific Controls Cloud Services technical support operates 24/7/365. Pacific Controls Cloud Services provides a variety of ways for Customer to request for help or otherwise make inquiries.

• An online Support module may be used to report and track issues. The online support can be accessed via our web site. We request that all Customers use the Trouble Ticket System as the first method of reporting issues, and requesting support
• 24 x 7 x 365 telephone support

Pacific Controls Cloud Services does not provide support for any third-party web applications, software, scripts, databases, servers or any components developed by the Customer.

Data Retention

Pacific Controls Cloud Services shall retain your data for 90 days, after the termination of account. All data is deleted immediately, from the servers and back-ups, 90 days after termination of account. Customer may request for a back-up of data at cost within 90 days, after termination by paying fee for such back-up. All outstanding dues must be cleared prior to back-up can be provided.

When you sign up for service with Pacific Controls Cloud Services, we collect personal information from the customer including but not limited to, name, e-mail address, billing address, security question (and answer), credit card or other payment information, and a password. Hence, Pacific Controls Cloud Services has created this privacy policy to show our commitment to our customers concerning their online privacy and security. We want to stress that at no point in our relationship with you, will your information ever be sold or shared with any external company, except for circumstances explained in information Sharing.

Confidentiality

• We have put in place access limits on your personal information. Only employees with a need to know will have access to your personal information. No employee of this company will have access to your payment information, and all such information is stored encrypted on our servers
• We use Industry standard SSL encryption to protect our data transmissions, as well as many important transactions you may conduct with us
• We are not responsible if the Customer or its authorized users fail to safeguard their passwords or divulge their passwords to any third party, or uses a simple password which could be compromised easily. Nor are we responsible if a user’s computer is taken over by any third party application or viruses such as Trojan horse program which is targeted to collect information

Cookies

• We reserve the right to place cookies on your computer in order to store relevant data
• At no point will the cookies contain any confidential information
• You may choose to not allow cookies on your machine by disabling cookies

Information Sharing

At no point will we rent, sell or otherwise share your information to any external company. The only exceptions for this are:

• The customer consents to such disclosure of information to any third party
• We have written permission to do so from the customer, or receive electronic permission via email
• If we are required to by law, subpoenas, court order, or other legal process
• If we are acquired or merge with another company, we reserve the right to transfer your information to that new company

Access to Personally Identifiable Information

• If your personally identifiable information changes, or if you no longer desire our service, you may [correct, update, delete or deactivate it] by making the changes within your user control panel. Alternatively, you may inform us of any changes by emailing us at [support@cloudservicesme.com] or by contacting us by telephone at +[800 XaaS (9227)].

Spam and Viruses

• While we employ some of the most advanced spam and virus filters, there can always be risk that spam and viruses may get through our system. At times such as that, it is the user's responsibility to take preventive measures to make sure privacy data is protected and your machine is safe.

Changes in policies

• We reserve the right to modify this Privacy Policy at any time. If we decide to change our Privacy Policy, we will post those changes to this Privacy Policy and any other places we deem appropriate, so that you are aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it.