General Condition

General Conditions

These General Conditions shall apply to all Quotes, Orders, the Services, the Services Specification, the Support and Service Level Schedule, the SANICON Services Policies, the Internet Services Master Agreement (if concluded), and any other agreements and/or legal relationships between SANICON Services and Customer resulting therefrom or in connection therewith. SANICON Services expressly rejects the applicability of Customer’s general conditions, unless SANICON Services has expressly accepted the applicability of Customer’s general conditions in writing. Any amendments to the General Conditions are only legally binding between parties, if both Parties have expressly agreed to such amendments in writing.


1.DEFINITIONS

In these General Conditions, the Internet Services Master Agreement (if concluded), the Services Specification, the Support and Service Level Schedule, the Order(s) and the SANICON Services Policies, the following words and expressions have the following meanings:


Agreement means the Internet Services Master Agreement (if concluded) and/or each Order, including the SANICON Services Policies, the Services Specification, the Support and Service Level Schedule and all other schedules thereto, pursuant to which SANICON Services shall provide certain (internet) services to Customer, which Services are indicated on the Order Form(s) or the Order Confirmation


Bandwidth means the amount of data that is be carried from one point to another in a second, expressed in bits per second (bps).


Basic Power means the limit that has been set for Customer’s use of electricity, on the basis of the Services Specification, as specified in the Order Form or Order Confirmation, measured in amperes


Business Day means Mondays to Fridays, with the exception of official public holidays in INDIA


Business Hours means the period between 09.00 hours and 18.00 hours on a Business Day.


Change Order Form means the document, in standard SANICON Servies layout, used by SANICON Services to respond to a change request, as referred to in Clause 5.

Colocated Equipment means Equipment owned by Customer that is from time to time installed by Customer at a Data Center pursuant to the Agreement.

Colocation Service means a non-exclusive right to install and retain the Colocated Equipment in the Housing Space, granted by SANICON Services to Customer with effect from the RFS Date for the duration of the Term.

Confidential Information means all information not publicly known used in or otherwise relating to the Agreement, the business or affairs of a Party or an Affiliate of such Party and disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by the Disclosing Party to the Receiving Party whether before or after the Effective Date.

Control means the possession of power, directly or indirectly, to direct or cause the direction of the management and policies of an entity, whether through ownership of voting rights, by contract or otherwise

Customer means any natural person or legal entity that gives an assignment to SANICON Services with respect to the provision of services by SANICON Services.

Data Center means a data center out of which or within which SANICON Services provides Services.

Data Center means a data center out of which or within which SANICON Services provides Services.

Intellectual Property Rights means any patent, copyright, trademark, trade name, service mark, moral right, database right, trade secret, knowhow and any and all other intellectual property right whether registered or not or capable of registration and whether subsisting in the country of SANICON Services principal place of business or any other part of the world together with any and all goodwill relating thereto.

Interconnection Point means a port on SANICON Service's switch and/or router and/or firewall and/or load balancer located in the Data Center, at which point the responsibility of the data stream transport is transferred from SANICON Services to Customer.

Internet Services Master Agreement means an agreement so entitled, signed and executed by SANICON Services and Customer (if any).

SANICON Services in relation to Service(s) and/or Equipment provided to customer it means a firm, incorporated under the laws of the INDIA, with its registeration in NAGPUR, MAHARASHTRA, INDIA.

Data Center means a data center out of which or within which SANICON Services provides Services.

SANICON Services Policies means the policies and guidelines applied from time to time by SANICON Services in its relationship with Customer.

Maintenance means maintenance, repairs, modifications or upgrades performed by SANICON Services from time to time on the Network.

Maintenance Window means the timeframe in which SANICON Services schedules the performance of Maintenance. Unless specifically agreed otherwise in writing by the Parties, the Maintenance Window is every day, between the hours of 20:00 until 08:00 CE(S)T, whereby SANICON Services will preferably schedule Maintenance during the weekend between the hours of 01:00 until 06:00 CE(S)T.

Network means the telecommunications network, which is comprised of all infrastructure Equipment (i.e Equipment that supports the flow and processing of information, including storage, servers and networking components) owned or leased by SANICON Services within each active SANICON Services POP or SANICON Services’s Affiliates POP, all SANICON Services wiring within each active SANICON Services POP or SANICON Services’s Affiliate’s POP, power supplies owned or controlled by SANICON Services in each POP, and all telecommunications circuits owned or leased by SANICON Services between active SANICON Services POPs and active POPs of SANICON Services’s Affiliates. For the avoidance of doubt: the Network does not include Equipment owned, leased, or controlled by Customer, telecommunications circuits or networks (including, without limitation, local access loops) between a SANICON Services POP and a Customer location or between Customer locations, interconnections between Customer’s network and the Network, or any networks, network equipment, or telecommunications circuits not owned or controlled by SANICON Services.

Order means the agreement that comes into existence: (i) upon the written acceptance by Customer of a Quote; or (ii) in the manner specified in Clauses 4.5, 4.6, 4.7 and 4.9.

Order Confirmation means a communication from SANICON Services to Customer, made via email, through the Customer Portal or otherwise, to notify Customer that Customer’s Web Order has been accepted by SANICON Services. The Order Confirmation shall set out the Services and/or Equipment Customer purchased or leased from SANICON Services and the relevant details.

Order Form means the document, in standard SANICON Services layout, in which SANICON Services has itemised which Services and/or Equipment will be sold or given into use or lease by SANICON Services to Customer, including the prices, RFS Date, etc.

Parties means SANICON Services and Customer, each a “Party”.

POP means a ‘point of presence’, i.e. an access point to the Internet.

Purchase Order means the document in which Customer has itemised which Services and/or Equipment it intends to purchase or lease from SANICON Services.

Quote means any offer, quote, proposal and/or tender-bid made by SANICON Services.


3.SCOPE OF SERVICES

3.1 In general, the Agreement will consist of the following documents, whereby in the event of any inconsistency or conflict between or among provisions of the following documents, the contents of the document first listed shall have precedence and shall prevail over the documents listed later, in descending order:

3.2 The Services, as well as the Service Levels, purchased or leased by Customer from SANICON Services are itemized in the Order Form/Order Confirmation. The Order Form/Order Confirmation shall also specify any Equipment leased by Customer from SANICON Services and any Equipment purchased by Customer from SANICON Services.

Data Traffic means the sum of data that is transmitted to and from Customer’s infrastructure, measured in Bytes.

Dedicated Equipment means Equipment leased from time to time by Customer from SANICON Services pursuant to the Agreement.

Delivery Date means the date on which SANICON Services shall deliver the Equipment that is sold by SANICON Services to Customer, as specified in the Order Form or Order Confirmation

Disclosing Party means the Party that discloses Confidential Information to the Receiving Party, as referred to in Clause 24

Effective Date means (i) the date on which the Agreement becomes effective and the Term commences, as specified in the Internet Services Master Agreement (if concluded); and (ii) the date on which an Order becomes effective and the Term commences, as specified in Order Form or Order Confirmation

Electricity Supply means the supply of electricity, which supplies will be charged by SANICON Services to Customer, measured in kWh.

Emergency means any situation which poses an immediate risk to: (i) a person or persons; (ii) the Data Center; (iii) the provision of one or more of the Services; (iv) the Equipment; and/or (v) the provision of services by SANICON Services to other customers.

End User means any client of Customer or other user of Customer’s services, as well as any other person or (legal) entity who obtains access to Services via Customer

Equipment means any equipment, including but not limited to: computer hardware, telecommunications hardware, Interconnection Points, accessories, attachments, alterations of and spare parts for that equipment.

Facility Agreement means any lease, license and/or other agreement executed by and between SANICON Services and a third party, further to which SANICON Services is entitled to use a Data Center and to grant Customer a license to use the Housing Space within the Data Center

Force Majeure means any event outside the reasonable control of a Party affecting its ability to perform any of its obligations (other than payment) under the Agreement, including: acts of God; acts of terrorists; acts of war; outbreak of hostilities; sabotage; civil disorder; riots; acts or demands of any (local) government or government agency; strikes or other labour unrest; fires; floods; earthquakes; storms; lightning, any interruption in the supply of electrical energy to the Data Center; restrictions related to an outbreak of disease (such as avian influenza viruses or the H1N1 flu); epidemics; shortage of materials; unavailability or delay in delivery not resulting from the responsible Party's failure to timely place orders therefore; equipment failures; lack of or delay in transportation; failure of a third party to grant a required right-ofway permit, assessment or other required authorization; acts or omissions of vendors or suppliers; changes in law or government policy; and other unforeseeable circumstances, provided however that Force Majeure shall not include any labour problems or strikes relating to the workforce of Customer or its suppliers or subcontractors

General Conditions means these terms and conditions, including the preamble preceding clause 1.

HICP means the Harmonised Index of Consumer Prices for member states of the European Union who have adopted the Euro.

Housing Space means the racks, footprints, cages, cabinets, suites and/or other areas, designated as such by SANICON Services within the Data Center or in such other places which SANICON Services may from time to time designate and specify in the Services Specification or the Order Form/Order Confirmation

Initial Term means the Term for which the Order is initially entered into, as specified in the Order Form/Order Confirmation.

Quote Sheet means the document, in standard SANICON Services lay out, in which SANICON Services specifies a Quote. A Quote Sheet shall be deemed an Order Form upon (written) acceptance of such Quote Sheet by Customer.

Receiving Party means the Party that receives – or is granted access to – Confidential Information by the Disclosing Party, as referred to in Clause 24.

RFS Date means the ready for service date, i.e. the date as of which SANICON Services enables Customer to use the Services for the first time, as specified in the Order Form/Order Confirmation, or in the case of a Colocation Services, the date as of which Customer is entitled to install the Colocated Equipment at the Data Center, as specified in the Order Form/Order Confirmation.

Service Charges means the charges, fees, costs and expenses payable under the Agreement by Customer to SANICON Services for the provision of Services and the same arising out of Customer’s use of the Services, including recurring and non-recurring charges, set out in the Services Specification and the Order.

Service Credits means a credit, calculated in accordance with the Support and Service Level Schedule, applied to Customer’s account, and to be used as credit against future invoices.

Service Disruption an interruption or degradation in the provision of one or more Services by SANICON Services to Customer; provided that such interruption or degradation is not the result of an Excluded Event (as defined in the Support and Service Level Schedule).

Service Levels means the performance metrics with respect to the Services, as set forth in the Order and the Support and Service Level Schedule.

Services means the services to be provided by SANICON Services to Customer, as agreed and specified in an Order Form/Order Confirmation.

Services Specification means the document in which SANICON Services has set out and specified the services offered by SANICON Services, as well as the manner in which the services should be used, which document may be amended from time to time.

Support and Service Level Schedule means the document in which SANICON Services has specified the available Service Levels, which document may be amended from time to time.

Term means the period for which the Agreement and/or an Order has been entered into, starting on the Effective Date.

Test means a trial or test performed on the Network in order to verify and ensure the proper performance thereof.

Web Order means the Order that comes into existence upon SANICON Services’s acceptance of a Purchase Order that has been submitted by Customer to SANICON Services by completing the online purchase process on SANICON Services’s website or the Customer Portal.
The Order Confirmation for the Web Order shall set out the Services and/or Equipment Customer purchased or leased from SANICON Services and the relevant details.



2.DOCUMENT STRUCTURE

2.1 In general, the Agreement will consist of the following documents, whereby in the event of any inconsistency or conflict between or among provisions of the following documents, the contents of the document first listed shall have precedence and shall prevail over the documents listed later, in descending order:

  • a) The Internet Services Master Agreement (if entered into);
  • b) The Change Order Form (only in relation to the relevant Order Form);
  • c) The Order Form/the Order Confirmation;
  • d) The Services Specification;
  • e) The Support and Service Level Schedule;
  • f) The General Conditions; and
  • g) The SANICON Services Policies.

2.2  If SANICON Services has accepted the applicability of Customer’s general conditions in writing, and there is a conflict or inconsistency between any of the provisions of these General Conditions and one or more of the provisions of Customer’s general conditions, the provisions of these General Conditions shall prevail.


2.3  SANICON Services is entitled to amend the General Conditions, the Services Specification, the Support and Service Level Schedule and the SANICON Services Policies. Such amendment also applies to existing Orders for Services, unless SANICON Services states otherwise. The amendments come into effect thirty (30) days after the announcement or on a later date stated in the announcement. The announcement may be made through the Customer Portal and/or the API. If Customer does not wish to accept an amendment that relates to an existing Order, it can terminate the Agreement in relation to that existing Order with effect from the date on which the amendment comes into force. The written cancellation must have been received by SANICON Services within fourteen (14) days after SANICON Services’s announcement of the amendments. No such termination rights shall exist if: (a) the amendment is solely for the benefit of the Customer; (b) Customer is offered the option to refuse the amendment; (c) the amendments are required by law; or (d) the amendment does not adversely affect Customer’s use of the Services.


4.QUOTES AND ORDER PROCEDURE

4.1 All Quotes are free of commitment and subject to contract, even when a period for acceptance is mentioned in the Quote. In case no period for acceptance is mentioned, Quotes cease to apply after thirty (30) days from the date of the relevant Quote.

4.2 SANICON Services shall not be bound by variations or amendments or changes to a Quote that occur in the acceptance by Customer of such Quote. Nor shall SANICON Services be bound by a partial acceptance of a (composite) Quote.

4.3 In the event that Customer wishes to purchase or lease Services or Equipment from SANICON Services, Customer shall either (i) place a Purchase Order with SANICON Services to that effect; or (ii) request SANICON Services to provide a Quote.

4.4 Any Purchase Order made by Customer shall be submitted (i) in writing, by facsimile or by email; or (ii) by completing the online purchase process on SANICON Services’s website (www.SANICON Services.com); (iii) by means of or through the Customer Portal; or (iv) through the API.

4.5 SANICON Services shall review a Purchase Order within a reasonable time after receipt thereof. If SANICON Services is willing and able to provide the requested Service(s) and/or Equipment to Customer, SANICON Services shall confirm such to Customer in writing, by email or by facsimile, by sending a signed Order Form to Customer or (in case of a Web Order or API Order) by sending an Order Confirmation.

4.6 Unless SANICON Services has made any material alterations to Customer’s Purchase Order, in the acceptance of such Purchase Order and drawing up the Order Form, Customer shall be bound by SANICON Services’s acceptance of the Purchase Order as confirmed and specified in the Order Form/Order Confirmation.

4.7 In the event that SANICON Services has made any material alterations to Customer’s Purchase Order, in the acceptance of such Purchase Order and drawing up the Order Form, the Order Form shall be subject to Customer’s approval and acceptance. If Customer approves the Order Form, (an authorised representative of) Customer shall sign the Order Form for acceptance and provide a copy thereof to SANICON Services

4.8 If a Service and/or Equipment is mistakenly listed at an incorrect price on SANICON Services’s website and/or the Portal and/or the API, SANICON Services reserves the right to refuse the Web/API Order, or in case SANICON Services has accepted the Web/API Order by sending an Order Confirmation, SANICON Services shall be entitled to terminate the Web/API Order by giving written notice to Customer, taking into account a seven (7) day notice period.

4.9 The SANICON Services Portal shall contain activation options for some Services, including Services that are offered on a pay-as-you-go basis, i.e. Services that are charged to Customer based on Customer’s actual usage of the Service, measured per day/minute/hour or other appropriate unitized measure. After the activation by Customer, Customer may use such Services without entering into any subsequent Web Order, Order Form or API Order. Customer may deactivate the Service at any time in the Portal, unless the Portal has indicated that the Service has an Initial Term, in which case clause 20 shall apply.

5.CHANGE ORDER PROCEDURE

5.1 During the Term of an Order, Customer may submit a change request. Customer should submit its change request in writing, by facsimile or by email to SANICON Services for the attention of the Sales Department. Every change request is subject to acceptance and approval by SANICON Services, which may be granted or withheld at SANICON Services’s sole discretion

5.2 Any acceptance and approval of a change request shall only be valid if confirmed in writing by an authorised representative of SANICON Services. As a general rule, any such confirmation will be made by means of a Change Order Form.

5.3 SANICON Services shall be entitled to set conditions to its acceptance and approval of the change request, e.g. adjustment of the Service Charges, payment by Customer of a charge for administrative activities and/or payment by Customer of any other non-recurring charges in relation to effecting the change. Such conditions, adjustment and charges will be specified in the Change Order Form.


6.DELIVERY OF EQUIPMENT AND SERVICES