1.0 AXO, with its registration name: AXO Technologies Sdn. Bhd. (thereinafter refer as “Provider”) shall provide the stated company (“Customer”) with Cloud Resources and related services at chosen datacenter location(s), as described in this Cloud Subscription Service or quotation.
2.0 Before Provider can provide the Cloud Resources, Customer must provide an acceptable Purchase Order, or other approved confirmation method. Contracts and Purchase orders and parts thereof may be cancelled only with Customer written notice and Provider acceptance of such cancellation. The Provider reserve the right to charge the Customer with the amount of any losses or expenses directly or indirectly resulting from such cancellation. Where the Provider do not accept such cancellation the Provider reserve the right to recover the total amount of Purchase Order from the Customer and charge the Customer with additional losses both direct and indirect resulting from such cancellation.
3.0 Provider will provide the Cloud Resources to Customer at the locations listed in the Subscription Forms and Customer will have the right to use the Cloud Resources for the term indicted in subscription period, if Customer complies with this terms and conditions . Software provided by Provider as part of the Systems shall be subject to the terms of the software license agreement accompanying it (if any).
4.0 Provider will provide the Metering Tools and methodology, where applicable, to perform the usage measurement and billing for the Subscription. If a Metering Tools failure occurs and continues for up to seven (7) days, the day immediately preceding the failure is used as the measurement for that period. In the event of failure, the billable amount (until the Metering Tool failure is resolved) will be equal to the last Used Resources. Provider reserves the right to inspect, audit, and test the Metering Tools and all usage data and/or Systems, for the purpose of validating proper usage data each calendar quarter with three (3) business days advance notice, or immediately, in the event of any suspected Customer manipulation, upon an apparent Metering Tools failure, or any discrepancy in usage data.
5.0 Provider may on one (1) month notice in writing to customer, suspend or terminate the service for default in payment of undisputed sums, if the Customer has failed to rectify such breach within 14 days of receiving a written notice. Customer shall upon any suspension of the service by Provider, or termination of subscriptions by Provider, for any cause, immediately settle all undisputed amounts owing or incurred by Customer, up to the date of termination or suspension. In the event of reactivation of suspended Service, Provider reserves the right to impose a reactivation fee up to 10% of the monthly subscription charges.
6.0 The Change Management Process will be implemented as illustrated in the following figure. Change Management Process will be activated upon request from Customer to add/change Cloud Location, increase Cloud Resources, increase Subscription Period or any other approved written request. Either Provider or Customer may initiate a change, in writing. The change will be evaluated, and any impact will be identified. The price, scope, and schedule impact (if any) will be analyzed and documented. The change impact will then be processed for Customer authorization or closure. The change request form will include a description of the change, reason for the change, and initiator of the change; as well as impact to scope, price, quality, schedule, resources, and risks. All changes must be mutually agreed by the parties in writing. Once approved, changes to the initial project will be implemented as described.
7.0 Provider guarantees that the Service will be available for the Customer’s use (“Service Availability”) as calculated within the billing period of a related annual subscription period (Subscription Period x 12 months), where the Service Availability (SA) is calculated using this formula:
SA% = {1 – ((X – M)/Y)} x 100
Outages Exclusion:
9.0 All rates stated are calculated based on agreed rate card for Cloud Resources and Buffer Resources over the full Subscription Period, as specified in Subscriptions. Invoice is based on a number of factors; some of which can impact each other if occurring simultaneously. The basic pricing factor is the Used Resources. Provider will invoice Customer monthly in arrears for the subscription and services. Invoicing for the initial Cloud Resources will begin upon Cloud Resources provisioning by Provider/Customer or 31st day from last signature date in this FORM, whichever occurs first.
10.0 Shall Customer’s request for early termination is approved (with two (2) months advanced notice), Customer will be responsible to pay Early Termination Fees as set forth below:
The Cloud Resources at the time of the termination x price Cloud Rate Card per month x the number of months remaining of Subscription Period x 1.05.
11.0 Upon expiry of the Subscription period, the Customer shall obligate to stop using any Cloud Resources and remove data from the System(s). A maximum grace period of one (1) week from the expiry date will be allowed for data removal. The failure of stopping usage Cloud Resources within one (1) week after the expiry date shall cause the Subscription will be auto-renewable for another one (1) month and its following months until the Customer inform in writing.
12.0 Ownership of the System which include the Metering Tools provided will be under the Provider and its affiliated companies. Unless explicitly expressed so in the FORM, the ownership right remains to be with Provider during and after the Subscription period. Customer shall be Data Controller of its data at all times. Customer is responsible for managing its data and any access to its data. Provider does not monitor what data Customer enters into, stores or processes on the Systems.
13.0 In no event will either party be liable for any indirect, special, or consequential costs or damages of any kind, or for any downtime costs; lost revenues or profits; or loss or damage to data whether or not that party was aware or should have been aware of the possibility of such costs, expenses, or damages.
14.0 Each party will comply with laws, regulations, and treaties that apply to the exercise of its rights and performance of its obligations and, for Customer, receipt and use of the Services. Customer must comply with applicable privacy and export control laws and regulations. Imports, exports, and other transfers of data or software stored, used or processed using the Services or Systems are Customer’s sole responsibility and Customer will obtain any authorizations that may be required. Customer bears sole responsibility for all use of the Systems and Services, including (i) acts and omissions of Customer and all users, (ii) Customer’s compliance and its users’ compliance with applicable laws, regulations, treaties, and standards.
