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Cloud One Service Level Agreement

THE UNDERSIGNED: 

  1. Cloud One Limited, a company formed and existing under the laws of Kenya, with its registered office at Saachi plaza Unit A3, Argwings Kodhek Road, P.O. Box 18814-00500, Nairobi, Kenya  (hereinafter “Cloud One” which expression shall include its affiliates, subsidiaries, successors and permitted assigns), company registration number PVT-5JUEYMA, VAT/TAX Number P051663474Z.

and

​2. Your company, (Individually referred to as “Party” and collectively referred to as “Parties”) 

TAKING INTO CONSIDERATION THAT:

  • Cloud One supplies its clients with communication services, including (without limitation) the allocation of telephone numbers, premium rate services, termination services, SMS services; 
  • Client obtains Services from Cloud One and has requested Cloud One to provide insight in and to provide clear guarantees on the performance level of Cloud One in relation to the Services;
  • Cloud One takes pride in providing its Services with a very high service level and is willing to give the requested guarantees on its Service Availability and TTR performance.

THE PARTIES HAVE THEREFORE AGREED AS FOLLOWS:

Article 1 - Definitions

In this Agreement the following capitalized terms will have the meaning as set forth here under, either in the singular or in the plural form.

Agreement:

The agreement between parties, as laid down in the Master Agreement, the Standard Terms & Conditions (STC), one or more Order Forms and any and all other agreements in relation to the Services, including this Service Level Agreement.

Call Charges:

The amounts owed by Clients depend on the usage of a Service, which may be calculated on the basis of a flat rate or peak/off-peak and/or week/weekend rates.

Force Majeure:

Any situation beyond the control of Cloud One, which is understood to include (without limitation): any measure regarding a regulation of any authority, official body or a body with the delegated authority that limits or entirely prevents the access to the infrastructure, any disruption in the services provided to Cloud One by third parties, disruptions caused by hardware or equipment of the Client or third parties, influences of buildings and structures, influences of weather, disruptions caused by actions, errors and negligence of persons not employed by Cloud One, by non-compliance by the Client or any third party of instruction of Cloud One and/or by the fact that when the customer does not give Cloud One reasonable access to the service equipment.

STC:

The latest edition of the Standard Terms and Conditions of Cloud One.

Master Agreement:

The framework agreement holding the specific terms agreed between Parties for the delivery of multiple Services.

MRC:

Monthly Recurring Cost, meaning the total of regular costs incurred repeatedly (periodically, generally monthly), independent of the usage of a Service.

Off-net Issues:

any issue or problem that requires action in systems or networks operated or owned by third parties.

Order form:

a form to be filled out and signed by the Client to place an Order.

Service Availability:

has the meaning given to it in clause 3

Services:

all telecommunication services provided by Cloud One under the Agreement.

TTR:

Time to repair

Other capitalized terms will have the meaning given to it in the STC.

Article 2 - General principles

  1. Cloud One strives to achieve a very high service level to the best of its abilities.
  2. The service level is expressed in Service Availability and TTR.
  3. The guarantees are given under the proviso that the Services are being used in a manner that is in all aspects fully compliant with the Agreement. In case of any breach by the Client of its obligations under the Agreement or in other cases non-compliant use, no guarantees apply.
  4. In case a Service is unavailable as a result of Force Majeure, no guarantees will apply. In case of a temporal influence of Force Majeure, the guarantee will not apply until the influence is gone. In the event of Force Majeure, Cloud One commits itself to doing everything reasonable within its power to minimize the duration of the situation.
  5. The compensation provided pursuant to this Service Level Agreement will be sole remedy for the damage and costs incurred as a consequence of the event or set of events. Cloud One will in no case be under the obligation to provide further compensation.

Article 3 - Service Availability 

  1. Cloud One guarantees a Service Availability of 99.9%. 
  2. Service Availability is expressed as the percentage of time in which the Service was available during the measurement period. Service Availability is measured per number.
  3. Services are considered to be unavailable in the event of the loss of signal in one or both transmission directions. In all other cases a Service is considered available.
  4. Unavailability as a result of scheduled maintenance, updates or modifications is not taken into account when calculating the unavailability, provided that the (possibility of) unavailability was communicated to the Client upfront. This means that Services are deemed to be fully available during scheduled maintenance, updates or modifications.
  5. The measurement period is one year from the date of activation and every following year on the same date.
  6. In case the Service Availability is less than 99,9%, the Client can claim for compensation in accordance with the following table:


    SERVICE AVAILABILITY

    COMPENSATION

    > 99,9 %

    No compensation

    99,8 % - 99,9 %

    15% of the annual MRC

    99,7 % - 99,8 %

    20% of the annual MRC

    < 99,7 %

    30% of the annual MRC

In no case, the annual compensation per Client will amount to more than KES 100,000.00

Article 4 - Time to Repair

  1. Cloud One guarantees to solve any case of unavailability within 4 hours of notification (TTR of 4 hours).
  2. In case of Off-net issues, the 4 hours guarantee does not apply. In these cases, Cloud One strives for a TTR of 8 hours.
  3. The TTR is definitively measured by the Cloud One Fault Management System (FMS). The system starts when the customer reports a fault in conformity with article 5 and a fault report is opened by Cloud One. The calculation ends when Cloud One has solved the issue and has closed the fault report. Cloud One will alert (or attempt to alert) the Client when the problem has been solved.
  4. If the Service is not repaired within the guaranteed TTR, the Client can claim for compensation in accordance with the following table:

TTR

COMPENSATION FOR PREMIUM RATE OR SHARED COST NUMBERS

COMPENSATION OTHER NUMBERS

≤4

No compensation

No compensation

>4 ≤6

10% of the annual MRC

1% of the average call charges

>6 ≤8

20% of the annual MRC

2% of the average call charges

>8 ≤10

30% of the annual MRC

3% of the average call charges

>10

40% of the annual MRC

4% of the average call charges

In no case, the annual compensation per Client will amount to more than KES 100,000.00

5. The average call charges is the average of the call charges invoiced in the last three months prior to the event.

6. The TTR guarantee only applies in case a Service is unavailable (see clause 3.3). It does not apply to faults relating to reduced provisions of Services or the quality of Services.

Article 5 - Reporting of Faults

Any fault in the Service provided by Cloud One must be reported to Cloud One immediately using the Cloud One number +254 20 790 01 00 (available 24x7x365)


Article 6 Claims for Compensation
  1. Claims for compensation must be filed within 30 days from the end of a measurement period (Service Availability) or from the relevant event (TTR), whatever applies. Claims must be made in writing, citing the reasons, and submitted to the Cloud One Account Manager. Claims filed after 30 days will be time-barred.
  2. In all cases, Cloud One’s data is final and binding for both parties, save fraud or manifest error.

Article 7 Contractual Conflicts

In case of any conflict, ambiguity or inconsistency between the terms and conditions of this Service Level Agreement and the terms set out in other documents in relation to the Agreement, the terms in the Order Forms shall prevail over the Service Level Agreement. The terms in the Service Level Agreement shall always prevail over the Master Agreement and the STC.