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Vokke Managed Infrastructure Solutions Schedule
Below are the terms that make up the Vokke Managed Infrastructure Solutions Schedule. This document was last updated on 12th May 2022 at 09:00 PM Melbourne Time.
- How this Software Solutions Schedule works
- MSA: This is a Solutions Schedule under the MSA between Vokke and the Client identified in a SOW. The provisions of the MSA, including any and all amendments and variations to it as may be agreed on from time to time, will be incorporated into this Solutions Schedule by reference as if written out here in full. All defined terms used in this Solutions Schedule will have the same meaning as that given in the MSA. All terms of the MSA apply to this Solutions Schedule unless explicitly superseded. Where conflict exists between this Solutions Schedule and the remaining documents forming the MSA, the MSA will determine the precedence.
- Definitions
(a) ‘System Element’ includes any services, systems, components, libraries or source code contained, supporting or within the Managed Applications, as specified in the SOW.
(b) ‘Hosted System’ means a combination of hardware, software and networking elements that comprise an information technology system. Unless specified otherwise in writing, the Hosted System offered to you through Vokke may consist of a dedicated system for your use only, or the right to use certain parts of a shared system that Vokke maintains for many customers, or a combination of some dedicated elements and some shared elements.
(c) ‘Managed Applications’ means the software applications and services being provided as a Hosted System, as specified in the SOW.
(d) ‘Client Information’ means the data, information and materials as reasonably required by Vokke to assist in developing the Services.
(e) ‘Infrastructure Incident’ means an incident related to or contained within System Elements, whereby the availability or integrity of the Managed Applications are degraded or unavailable. - The Service
- Hosting
- Unless specified otherwise in a SOW, Vokke will provision you a Hosted System for the Managed Applications that emphasizes reliability, resiliency and availability, from one of the following, or a combination thereof:
- A dedicated virtualized server, existing either within a local private subnet or on a shared subnet (with similar data containment requirements).
- One or more dedicated virtualized servers within one or more data centres, existing either within a local private subnet or on a shared subnet (with similar data containment requirements) with traffic possibly routed via a load balancer. If SSL is present, it may be terminated at the load balancer.
- A Docker container that exists within a cluster in at least one data centre. The container will be managed such that if an outage occurs, automated recovery systems are initiated that attempt to recover the Docker container in an alternative data centre. If high traffic is detected, multiple Docker containers may be created with traffic routed via a load balancer. If SSL is present, it may be terminated at the load balancer.
- An alternative option with benefits roughly comparable or greater than those described above.
- Unless specified otherwise in a SOW, Vokke will provision you a Hosted System for the Managed Applications that emphasizes reliability, resiliency and availability, from one of the following, or a combination thereof:
- Monitoring
- Unless specified otherwise in a SOW, Vokke will ensure that all Managed Applications and, where feasible, System Elements are monitored for availability. Upon detection of an availability issue, Vokke will commence the resolution of the Infrastructure Incident. Vokke may use 3rd party tools to assist with this process.
- Backups
- Unless specified otherwise in a SOW, Vokke will ensure a backup schedule is in place. The frequency of backups depends on the type of content, as outlined below. All backups will be performed and managed by Vokke. Vokke will regularly test backups to ensure that they are taking place and are uncorrupted.You understand that the backup schedule does not guarantee protection against data loss, it only makes it much less likely to occur. Vokke cannot be held responsible for actual data loss.
- Backup Of Static Files: unless specified otherwise in a SOW, Vokke will attempt to perform daily backups of all static files (excluding databases and caches) for the Managed Applications purely for the protection against catastrophic incidents, such as flooding or extreme weather. Backups are not taken with the ability to restore individual files accidentally deleted by you. These files will be stored within Australia when at rest and will be kept for 30 days. This means static files can be restored to within, and at most, the last 30 days. You understand that backups are performed under a best-effort approach and Vokke is not liable for any loss of data due to the inability to restore a backup. Backups may take time to restore.
- Backup Of Databases: unless specified otherwise in a SOW, Vokke will attempt to perform backups every 15 minutes for all MySQL databases used by your Managed Applications purely for the protection against catastrophic incidents, such as flooding or extreme weather. Backups are not taken with the ability to restore individual records or data elements accidentally deleted by you. These backup files will be stored within Australia when at rest and stored for 30 days. This means data can be restored to within, and at most, the last 30 days. You understand that backups are performed under a best-effort approach and Vokke is not liable for any loss of data due to the inability to restore a backup. Backups may take time to restore.
- Unless specified otherwise in a SOW, Vokke will ensure a backup schedule is in place. The frequency of backups depends on the type of content, as outlined below. All backups will be performed and managed by Vokke. Vokke will regularly test backups to ensure that they are taking place and are uncorrupted.You understand that the backup schedule does not guarantee protection against data loss, it only makes it much less likely to occur. Vokke cannot be held responsible for actual data loss.
- Disaster Recovery
- Unless specified otherwise in a SOW, if an Infrastructure Incident occurs that results in temporary data loss, Vokke will restore a backup. Vokke will periodically conduct practice restorations to ensure that the disaster recovery process can be performed as expected.Vokke may grant requests for historic backups or manual backup restorations on a case-by-case basis. If a request for a previous backup is granted, there may be associated costs depending on the quantity of data, age of the backup, and the duration in which the backup is desired to be recovered. These costs will be presented to you for approval before proceeding.
- Availability
- Unless specified otherwise in a SOW, no Service Level Guarantees apply to the Services. Managed Applications can generally expect to be available 99.9% of the time excluding any planned downtime.Your Managed Applications may rely on external services. Each service utilised may have a Service Level Agreement (SLA) that they uphold. This is the amount of time that they promise to be available each year. It is important to note that aspects of the Hosted System will be reliant on these SLAs. You agree not to hold Vokke responsible for issues or disruption caused by such external services. Examples of such services are third-party email providers, SMS providers, etc.
- Vokke will ensure that a corresponding disaster recovery site is available and ready for use if needed as part of a disaster recovery incident response. If Vokke detects an incident that warrants a disaster recovery failover, Vokke will commence such a failover.
- Security
- While we go to great lengths to ensure the security of the Hosted System, Vokke is not responsible for any exploits due to security flaws or the consequences that follow. Explicitly, you agree that Vokke cannot be held responsible for system viruses, the presence of exploitation of security weaknesses, irrespective of whether they were present in software produced, maintained or sold by Vokke, or flaws in the Hosted System itself. Additionally, you agree that Vokke cannot be held responsible for malignant data processes, and cannot guarantee that data submitted or held in storage will be secure from unauthorised access.The Client acknowledges that there is no guarantee of security or privacy on the internet, and Vokke offers no guarantee or provides no warranty (express or implied) that the Managed Applications or Client Information will be secure or private. Vokke accepts no liability for any and all Security Incidents, including any loss or damage suffered by Client arising out of any failure to protect Client’s data, network, systems, software or equipment.
- Patching
- Vokke will at regular intervals perform patches of the underlying operating system. Patch management plans focused on specific applications or software stacks must be managed through a Patch Management Plan in a SOW.
- Hosting
- Support and Issue Resolution
- Vokke uses a combination of manual and automated checks to monitor for incidents. If you wish to report an incident, you must do so by emailing [email protected] or via Vokke’s support desk software.If an Infrastructure Incident occurs, Vokke will access the System Elements and perform remediation activities to rectify the incident. This may involve the provisioning of new resources. If this will increase your fees, approval will be sought before making the change. Otherwise, the Infrastructure Incident will be resolved at no additional cost.Unless specified otherwise in a SOW, Vokke will only resolve Infrastructure incidents during business hours (9AM – 5PM, AEDT/AEST).
- Abuse of Support: Just as our customers are important, so are those who work at Vokke. As such, Vokke maintains a zero-tolerance policy when it comes to abuse of our support systems. Abuse may include, but is not limited to, engaging in abusive, offensive, harmful or threatening behaviour, or engaging in excessive communication. Any breaches will result in immediate termination of any service offering.
- No guarantee of timely performance
- The Client acknowledges that due to the nature of the Services, Vokke cannot guarantee timely performance. Vokke will notify and consult with the Client in the event of any material delays or technical difficulties in performing the Services.
- Choice of technology
- The Client acknowledges and agrees that in order to provide the Hosting System Vokke will in its sole discretion choose the languages, frameworks, tools, technologies, patterns and processes to be used.
- Client information
- The Client must supply the Client Information to Vokke as soon as practicable after the Start Date of the SOW, together with such other information as Vokke reasonably requires in order to perform the Services.
- Vokke is under no obligation to perform the Services unless and until the Client Information is received and is in a suitable state to enable Vokke to provide the Services.
- Client grants to Vokke a limited, royalty-free, non-exclusive licence to upload, display, distribute, reproduce and store Client Information solely for the purpose of allowing Vokke to provide the Services.
- Conditions of use
- The Client must not:
- use the Managed Applications for any unlawful purposes
- perform any penetration test or security scan on the Managed Applications without Vokke’s prior approval. Permission will not be unreasonably withheld.
- probe, monitor, or attempt to access the underlying hardware or System Elements.
- load test the Managed Applications without Vokke’s prior approval. Permission will not be unreasonably withheld.
Failure to comply with these limitations may result in termination of the Services.
- The Client must not:
- Demo, Testing, and User Acceptance Testing environments
- Vokke will often provide access to software on demo, testing, or user acceptance testing environments. These are not designed for production use and are treated ephemerally. The Client must not rely on the availability or integrity of these environments.The Client must not commercialise or generate revenue from the provision of demo, testing, or user acceptance testing sites.
- Privacy
- Collection Of Data: Vokke collects information for the purposes of providing the Services. You have the right to request information regarding the types of data we hold about you.
- Location Of Data: Where feasible, Vokke holds all data within Australia. With regards to transborder data flows and the National Privacy Principles, Vokke declares that some records are stored in cloud servers that may not reside in Australia. By agreeing to these terms, you give consent to the transfer of such records.
- Compliance: Unless specified otherwise, Vokke has not designed the Hosted System to be compliant with any external regulations, such as the GDPR or HIPAA. Vokke therefore accepts no responsibility for the breach of any such regulations.
- Termination for convenience
- In addition to the MSA termination clauses, either party may terminate the Services by providing written notice. Approval is not required by the other party. In the event of termination, the Services will continue until the next billing date. If you are paying monthly, the entire month will be charged, except for the case where termination is initiated by Vokke, whereby the monthly charge will be prorated. If you are paying annually and the termination is not initiated by Vokke, the entire term of the annual commitment must be paid to Vokke before termination takes place. If you are paying annually, and the termination is initiated by Vokke, the annual charge will be prorated.
- Change of Price
- Vokke reserves the right to change fees and prices at any time. Notice of such change will be issued to you at least 30 days in advance of the change being placed into effect. All changes in price will be carried out through the Incremental Charge clause, defined below.
- Fair Usage Of Resources
- The price has been chosen based on an estimated utilisation of our server resources. If the Hosted System requires significantly more resources than what we estimated, we reserve the right to adjust the price without your written consent. All changes in price will be carried out through the Incremental Charge clause, defined below. If the price alteration is significant (10% or more), you will have a choice to cancel or have service availability halted until utilisation resumes to the prior estimate.
- Incremental Charge
- If, for whatever reason, a change to the price is made, the change will take place on the effective date of the change regardless of whether you are on an annual or monthly payment schedule. For monthly changes, the next invoice will reflect the additional charges pro-rated for the current month. If you have paid annually and up front, a new invoice will be issued with the pro-rated difference for the remainder of the payment period of the original term.
- Renewal of Services
- Unless otherwise noted, Vokke will automatically renew the applicable service offering for a renewal period equal in time to the most recent service period.
- Purchasing Of Assets
- If Vokke purchases assets on your behalf, such as dedicated resources, domain names or security certificates, you agree that any associated costs are strictly non-refundable. Additionally, it is your responsibility to maintain accurate details with any 3rd party providers of such assets. Vokke may charge a handling fee equal to 10% of the cost of the asset.
- Failure To Make Payment
- Vokke reserves the right to stop providing the Services if payments remain outstanding for 14 days or longer. By accepting this Agreement you acknowledge that you understand that this may result in your Managed Applications being unavailable to you and others who wish to use or view it.
- Temporary Suspension
- Vokke reserves the right to suspend any or all portions of the Service immediately upon notice to you, if you, the Managed Applications or traffic entering or engaging with the Managed Applications 1) pose a security risk to Vokke or any of our other customers, 2) adversely affect our systems or 3) subject us to any liability. During suspension, you remain responsible for any fees and charges you incur during this period.
- Modifications To This Agreement
- Vokke reserves the right to modify this Solutions Schedule at any time. You will be provided with at least 60 days’ notice prior to changes taking effect. If you are unhappy with the changes, you are entitled to terminate the Services. By continuing to use the Services after the effective date of any changes, you agree to be bound by the changed terms.
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