These terms of service (the “Terms of Service”) apply to and are a legally binding agreement between DedicatedServers.pk a project of (Cloud Servers Private Limited), a company incorporated under the Laws of Pakistan (“Cloud Servers Private Limited”) and the Customer.
The Terms of Service, the Service Level Agreement (“SLA”) and the Order (defined below), form an agreement (“Agreement”) between Cloud Servers Private Limited and the Customer and relates to Cloud Servers Private Limited’s business being run in the name and style of, Cloud Server private limited which essentially provides cloud computing services (“DedicatedServers.PK”).
This Agreement governs all services provided by Cloud Servers Private Limited to the Customer and is effective from the moment:
- the Customer indicates agreement on the DedicatedServers.PK Website by clicking “I agree” or “Submit”, or
- (ii) the two parties sign a written Agreement in person (whichever comes first).
In these Terms of Service, unless there is something inconsistent to the subject or context, the following words and expressions shall have the meaning respectively assigned to them as follows:
“Affiliate” means an entity that now or in the future, directly or indirectly controls, is controlled by or is under common control with a party to the Agreement.
“Agreement” as defined in the recitals above.
“Control” shall mean the ownership of more than fifty percent (50%) of the
- voting power to elect the directors of the said entity, or
- (ii) Ownership interest in said entity.
“Customer” means the entity or individual so named on the Order including End Users, and Website visitors.
“Customer Data” means any data (including but not limited to any software application) stored by the Customer on the infrastructure provided by DedicatedServers.PK in connection with the Services.
1.6 Cloud Computing
“Cloud computing” means the availability of infrastructure (CPU and Memory, Storage and Network Transfer), platforms and applications. The key features of cloud computing include the possibility of quick provisioning, deployment and scaling up or down of the cloud components. This allows the customers to use IT resources over the Internet instead of physically owning them, thereby creating solutions that are robust, cost effective and accessible through one computer with Internet connectivity.
“Customer Technology” means Customer’s proprietary technology, including without limitation, all text, pictures, sound, video, and log files, Customer’s software (in source and object forms), user interface designs, architecture and documentation (both printed and electronic), know-how, and any related Intellectual Property Rights throughout the world (whether owned by Customer or licensed to Customer from a third party).
1.8 End Users
“End Users” means any person or entity deriving use of the Services through the Customer including but not limited to the Customer, an Affiliate of the Customer or a customer of the Customer.
1.9 Force Majeure Event
“Force Majeure Event” is any event beyond either party’s reasonable control, including, without limitation, acts of war, acts of God, earthquake, hurricanes, flood, fire or other similar casualty, embargo, riot, terrorism, sabotage, strikes, governmental act, insurrections, epidemics, quarantines, inability to procure materials or transportation facilities, failure of power, restrictive governmental laws or regulations, court orders, condemnation, failure of the Internet or other event of a similar nature.
1.10 Governmental Authority
“Governmental Authority” means any federal, national, state, regional, county, city, municipal, local, territorial, or tribal government, whether foreign or domestic, or any department, agency, bureau or other administrative or regulatory body obtaining authority from any of the foregoing, including without limitation, courts, public utilities and communication authorities.
1.11 Intellectual Property Rights
“Intellectual Property Rights” means and includes any and all intellectual property of whatever nature and kind including without limitation patents, registered designs, trademarks and service marks (whether registered or not), rights in the nature of unfair competition rights, copyrights, database rights, design rights, and all similar property rights including those subsisting (in any jurisdiction) in inventions, designs, drawings, performances, computer programs, semi-conductor topographies, confidential information, business names, goodwill and the style and presentation of goods or services and applications and the right to apply for protection of any of the above rights.
1.12 Monthly Recurring Charges
“Monthly Recurring Charges” or “MRC” means the fixed charges payable to Cloud Servers Private Limited by the Customer on a monthly recurring basis for the use of the Services.
“Network” means the telecommunications network, including but not limited to fiber and optical and wired/wireless transmission equipment, which is owned and/or leased and operated and maintained by Cloud Servers Private Limited or its Affiliates.
“Order” means the order submitted by Customer to DedicatedServers.PK via the Website or any other means acceptable to Cloud Servers Private Limited setting out matters relating to DedicatedServers.PK ‟s delivery of Services to the Customer and governed by these Terms of Service.
“Personal Information” means any information that may identify a particular individual.
“Service(s)” means those services provided by Cloud Servers Private Limited – DedicatedServers.PK division to the Customer which allow the Customer to store data and/or use the Software via the infrastructure provided by DedicatedServers.PK as further described in the Order.
1.17 Service Fees
“Service Fees” means charges for the Services (including but not limited to Monthly Recurring Charges and non- recurring charges) as identified in the relevant Order.
1.18 Service Level Agreement
“Service Level Agreement” or “SLA” means the service level provisions describing the service level targets as mentioned in the SLA document.
“Software” means any software application provided by DedicatedServers.PK which the Customer may have license to use in accordance with any Order.
“Technology” means Cloud Servers Private Limited’s proprietary technology, including but not limited to, DedicatedServers.PK Services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, business methods, and graphic images and text made available on the Website, trademarks, logos, domain names and any related Intellectual Property Rights vested in Cloud Servers Private Limited pursuant to the Copyright Ordinance, 1962, and any other applicable laws.
“Website” means the DedicatedServers.PK website available at www.dedicatedservers.pk
- SERVICE CONDITIONS
The Customer may submit an Order(s) which shall constitute an offer to buy the Services. Cloud Servers Private Limited may then accept the offer at its sole discretion at which time both parties will be legally bound to the Agreement. Acceptance may occur by:
- a message received via the Website acknowledging receipt and acceptance of the Order; or
- ii) Delivery of the Services Except as otherwise agreed by the parties, Cloud Servers Private Limited shall not be obligated to accept any Order.
2.2 TERM AND TERMINATION
2.2.1 Termination or Suspension by either Party
The Services shall be provided for a period for one (01) year(s) commencing from the date as mentioned above and may be terminated at any time:
- by the Customer upon a prior written notice to Cloud Servers Private Limited Division or
- (ii) By DedicatedServers.pk upon a ninety (30) days prior written notice to the Customer.
In cases where the Customer’s Services are suspended due to non-payment, Cloud Servers Private Limited maintains the right to terminate the Customer’s Services by providing written notice in the form of a pending invoice to the Customer seven (07) days prior to termination of the Services.
In cases where the Customer violates the Terms of Service or any other policies mentioned on the Website and other DedicatedServers.pk, Cloud Servers Private Limited maintains the right to terminate the Customer’s services by providing written notice to the Customer two (02) days prior to termination.
In cases where the Customer’s account remains inactive for more than thirty (30) days, Cloud Servers Private Limited reserves the right to terminate the account by providing a written notice seven (07) days prior to termination.
2.2.2 Additional Termination or Suspension by Cloud Servers Private Limited
Cloud Servers Private Limited solely shall have the right, upon written notice, to immediately terminate and /or suspend any Order(s), and/or discontinue or suspend the delivery of the affected Services (without liability) in the event that:
- Customer has violated any law, rule, regulation or policy of any government authorities related to the or Customer’s or an End User’s use thereof, or Sections 3 or 4.6 (acceptable use policy and anti-bribery); or
- In the event DedicatedServers.pk division receives any direction, notification or instruction from any Governmental Authority (or any independent Internet content monitoring entity) to suspend or terminate the provision of Services to Customer (through no fault or negligence of DedicatedServers.pk Division).
2.2.3 Cloud Servers Private Limited’s Remedies
In the event Cloud Servers Private Limited terminates an Order because of any reasons set forth in Section 2.2.2, then Customer agrees to pay to Cloud Servers Private Limited the fixed Monthly Recurring Charges and / or any other fixed minimum charges for the remaining of the initial monthly term or the current monthly renewal term.
Cloud Servers Private Limited shall charge the Customer Services Fees as detailed in the Order(s) [Annexure A]. Cloud Servers Private Limited shall be entitled to increase or decrease its Service Fees upon a thirty (30) day prior written notice to Customer.
2.4 Billing and Payment
Unless otherwise agreed between the parties in writing, billing for Services shall be done in either monthly or on such other payment period as is listed in the Customer’s Order, for a package of services listed in the Order.
Cloud Servers Private Limited shall invoice all Service Fees as per the Order of the Customer not later than the 10th day of such period and Customer shall pay the due amount within seven (07) days of date of invoice.
Any amount due but not received by Cloud Servers Private Limited will may cause suspension of service and will remain suspended until customer clear the dues. In such case no SLA will be applicable and Cloud Servers Private Limited will not be responsible for any kind of damages or loss of data may occur.
With reference to Annexure A, Customer may increase (“Upgrade”) its Services package through the DedicatedServers.pk Customer portal, “clients.dedicatedservers.pk” (the “Customer Portal”). Additional charges will go into effect upon Upgrade, and Cloud Servers Private Limited may charge a pro-rated increase in Service Fees for the payment period during which the Upgrade occurs, on a daily basis (or at such times as it chooses).
Services will renew automatically at the end of its period. If the period is one month or less, Customer may cancel the services two (02) days prior to the next billing cycle through the Customer Portal.
If the period exceeds one month, Customer may cancel the services at any time during the first 30 days of a renewed period, and if Cloud Servers Private Limited has already charged Customer for such period, it will refund the fees, pro-rated to deduct the time between the start of the period and cancellation.
The Customer will provide notice of cancellation through the Customer Portal.
2.5 Credit Approval and Deposits:
Cloud Servers Private Limited reserves the right to carry out a credit check of the Customer at any time prior to acceptance of an Order or for the duration of any Order. The Customer hereby authorizes, and shall assist, Cloud Servers Private Limited in obtaining information about the Customer’s commercial activities and financial condition from third parties, including, but not limited to, banks, credit reporting agencies and other businesses that provide like information.
Upon Cloud Servers Private Limited’s request, the Customer will make a deposit, or other security for the payment of charges as specified by DedicatedServers.pk:
- as a condition to DedicatedServers.pk’s acceptance of any Order, or
- In the event Customer fails to comply with the payment terms set forth in Section 2.4 twice in any twelve (12) month period, as a condition to DedicatedServers.pk’s continuation of delivery of any Service.
The deposit will be held by Cloud Servers Private Limited as security for payment of the Service Fees. When Service to Customer is terminated, the amount of the deposit will be credited to Customer’s account and any remaining credit balance will be refunded within thirty (30) days of such termination.
Customer shall be subject to the credit limit (the “Credit Limit”) as may be specified in the Order(s). The Credit Limit may be varied only with the written approval of Cloud Servers Private Limited. Cloud Servers Private Limited shall have the right at any time to increase or decrease the Credit Limit by giving at least three (3) days prior written notice to Customer.
If at any time Cloud Servers Private Limited determines that the sum of:
- Total invoiced amounts which remain unpaid, plus.
- The unbilled but accrued usage of Customer, (the “Accrued Liability”) has exceeded the current Credit Limit,
Cloud Servers Private Limited shall have the right to demand by written notice that Customer make an immediate payment to Cloud Servers Private Limited by electronic transfer (or such other method as agreed by the parties) of such amount required:
- To reduce its aggregate Accrued Liability to less than the Credit Limit, and
- To ensure that the Credit Limit shall not be exceeded prior to the next invoice due date.
Upon such demand, the demanded amount shall become immediately due and payable and Customer shall pay such amount within seventy-two (72) hours of its receipt of such notice. If Customer fails to remit such payment when due, Cloud Servers Private Limited shall have the right without further notice to suspend and/or terminate the Services.
2.6 Taxes and Fees
Customer will be responsible for payment of all applicable VAT, GST, consumption tax, use, excise, access, bypass, franchise, regulatory or other similar taxes, fees, charges or surcharges, whether now or hereafter enacted, however designated, imposed on or based on the provision, sale or use of the Services (hereinafter “Taxes”).
To the extent Customer is or believes it is exempt from payment of certain Taxes, it shall provide to Cloud Servers Private Limited a copy of a valid exemption certificate. Cloud Servers Private Limited will give effect to all valid exemption certificates in the next full billing cycle following receipt of the certificate from Customer, but only to the extent Cloud Servers Private Limited is permitted to do so under applicable laws. Notwithstanding the foregoing, in the event that a Customer exemption certificate is or becomes invalid during the term of any Order, and Cloud Servers Private Limited is assessed or responsible for additional Taxes, penalties or late charges, Customer shall be responsible for such charges in accordance with this Section 2.6.
Cloud Servers Private Limited is exempt from deduction of withholding tax on all its receipts from Customers and a certificate to support such status can be provided upon request. Despite above, if a Customer deducts withholding tax from payment made to Cloud Servers Private Limited, the Customer commits to providing evidence of such deduction to Cloud Servers Private Limited for further claims as advance taxes. If any taxing or Governmental Authority asserts that Cloud Servers Private Limited should have collected certain Taxes from Customer which Cloud Servers Private Limited did not collect, Customer hereby agrees to indemnify Cloud Servers Private Limited for such Taxes and hold Cloud Servers Private Limited harmless on an after-tax basis from and against any Taxes, interest or penalties levied or asserted in connection therewith.
2.7 Disputed Bills
In the event Customer disputes in good faith any portion of DedicatedServers.PK’s invoice, Customer must pay the undisputed portion of the bill and submit a written claim for the disputed amount, documenting the basis of its claim. All claims must be submitted to Cloud Servers Private Limited within fifteen (15) days of receipt of billing for such Services. Customer acknowledges and agrees that it is able to and that it is reasonable to require Customer to dispute bills within that time and Customer therefore waives the right to dispute the charges not disputed within the time frame set forth above.
2.8 Services Provided by Cloud Servers Private Limited Business Partners
If an Order requires the provision of Service to the Customer in a jurisdiction other than a jurisdiction within which Cloud Servers Private Limited is authorized to provide services, such Service may be provided to Customer by an Business Partner of Cloud Servers Private Limited and Cloud Servers Private Limited acts as the agent of that Business Partner for the Services in that jurisdiction.
2.9 Demarcation of Responsibilities
For the avoidance of doubt, Cloud Servers Private Limited is only responsible for providing the management of the server host hardware including storage and a web based portal for overall management of the Service and, if requested by Customer and agreed by Cloud Servers Private Limited, the provision of the Software.
The Customer is responsible for managing and operating the Software including but not limited to patch management, upgrades, antivirus, system security, application programs and data. The Customer is also responsible for managing and configuring its use of the Service (via the Website and other portals provided) including but not limited to, user access administration, security controls and payment information.