This Agreement is effective upon the date signed on the service order agreement, shall remain in force for a period of one year, and be reviewed annually to address any necessary adjustments or modifications. Should adjustments or modifications be required that increase the monthly fees paid for the services rendered under this Agreement, these increases will not exceed 30% of the value of the existing monthly unit price fees due under this Agreement. The Service Agreement automatically renews for a subsequent one year term beginning on the day immediately following the end of the Initial Term, unless either party gives the other ninety (90) days prior written notice of its intent not to renew this Agreement.
We acknowledge and understand that this agreement will terminate forthwith if we are adjudged bankrupt or as the case may be, put into receivership or liquidation or if in the opinion of Message Labs Africa we have used the services in whole or in part for the distribution, dissemination or promotion of offensive, obscene or pornographic material or any illegal or criminal activity including incitement to violence, hatred or unrest, “spam” mail or the like.
(a) The Customer may terminate this Agreement at any time upon giving ninety (90) days’ notice in writing to Message Labs Africa Limited, such notice not to expire before the end of the Initial Term and any Additional Term. If the Customer wishes to terminate the Agreement prior to the expiry of the Initial Term or any Additional Term then:
(1) Message Labs Africa Limited shall be entitled to invoice the Customer in relation to the charges which would have been payable by the Customer for the balance of the Initial Period or any additional Term; and the Customer shall be liable to pay Message Labs Africa Limited:
(2) Message Labs Africa Limited shall be entitled to claim the above amounts from the Customer as a debt and Message Labs Africa Limited records will be conclusive proof of the amount due from the Customer.
(b) The Customer may terminate this Agreement at any time by giving written notice immediately effective upon issue to Message Labs Africa if: Message Labs Africa commits a breach of any of its obligations under this Agreement and such breach is not rectified within sixty (60) days from receipt of a written notice giving particulars of the breach or if;
(1) Message Labs Africa Limited becomes bankrupt, or makes any arrangement with a creditor to go into liquidation or becomes subject to an administration order or a receiver is appointed over its assets.
Fees will be as per the service order agreement and will become due and payable on the first day of the initial term or any other subsequent renew terms. Services will be suspended if payment is not received within 7 days following date due.
It is understood that any Government, County or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement.
Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.
Support will be provided to the Client by Service Provider through remote means 24/7/365 days including public holidays. All services qualify under these conditions.
Service Provider will respond to Client’s Trouble Tickets under the provisions of Appendix A. Trouble Tickets must be opened by Client’s designated Contact Person, by email to our Help Desk, or by phone if email is unavailable. Each call will be assigned a Trouble Ticket number for tracking. Our escalation process is detailed in Appendix A.
In no event shall Service Provider be held liable for indirect, special, incidental or consequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs.
Message Labs Africa primary commitment is to provide outstanding service to all customers. To support this commitment, Message Labs Africa observes the following schedule of remedies for any failure to meet the express guarantees in this Service Level Agreement.
The Company guarantees at least 99.5% Email Service Availability.
Email service Availability is Defined as the ability to send and receive mail, calculated on a monthly basis. The Company will not monitor availability of individual mail accounts or mailboxes but only monitors the server availability as a whole. The outgoing email protocol used on the mail server (SMTP) is a “store-and-forward” type of Protocol that does not guarantee immediate delivery of email messages. If the mail server’s first email delivery attempt fails, it will re-attempt delivery according to a predefined schedule. If the message fails to be sent for 24 to 72 hours, the messages will be returned to the sender.
Pepea Disaster Recovery service ensures that in the event of a major operational disruption, measures are in place not only to minimize the impact of such events but also to facilitate the recovery and continuation of operations within agreed timeframes. The service is a simple and more secure way of backing up all of your critical systems in order to deliver timely and efficient system recovery, rapid file restoration and disaster recovery measures. The company guarantees 99.5% service uptime.
The Company guarantees at least 99.5% cloud backup service Availability. Cloud backup service Availability is defined as the ability of the client software to connect and synchronize data with our backup servers as long as client PC has internet connection.
Service rendered under this Agreement does not include:
(1) Guaranteed connection to our services without internet connection.
(2) Failure due to Natural disaster, building modifications, power failures or other adverse environmental conditions or factors.
(3) Maintenance of client hardware or software packages.
Service Provider and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services, and will protect against unauthorized use.
MESSAGE LABS AFRICA shall not be liable to client’s failure to performs its obligation under these terms because of matters beyond MESSAGE LABS AFRICA’S reasonable control, including but not limited to exceptional: severe weather, fire, war, terrorism, civil disorder, industrial disputes ( whether or not involving MESSAGE LABS AFRICA ‘S EMPLOYEES) or acts or instructions of local or central government or other competent authorities or events beyond the reasonable control of MESSAGE LABS AFRICA’S and its suppliers.
The construction, validity and performance of this agreement shall be governed in all respects by the laws of Kenya.
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