Vokke Managed Infrastructure Hosting Agreement

This agreement is for customers that are not on an Enterprise Service Agreement. If you are on such an agreement and wish to clarify your terms of engagement, please see [email protected].

This Vokke Managed Infrastructure Hosting Agreement (the “Agreement”) contains the terms and conditions that govern your usage of the Service Offering as provided by Vokke Pty. Ltd. (also referred to as “us”, “we” or “Vokke”) and is a legal agreement between Vokke and yourself (also referred to as “you”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms. You agree that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

DEFINITIONS

“Business Day” or “Business Hours” means 9:00 AM to 5:00 PM Monday through Friday including any Daylight-Saving Time (DST), when applicable, and excluding public holidays, all with respect to Melbourne, Australia.

“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.

“Managed Infrastructure Hosting” or “Service” means (i) the provisioning of a Hosted System to you, as well as any support engagement that is expressively provided to you in writing.

“The Offering” is defined as a collection of additional terms of your Managed Infrastructure Hosting.

“Product” refers to any software installed on the Hosted System governed by a Managed Infrastructure Hosting agreement.

“Proposal”  means any legally binding document between Yourself and Vokke which forms a legal contract referencing this document, whereby Vokke is offering Managed Infrastructure Hosting in exchange for payment.

“Proposal Price” means the fee structure issued by Vokke and paid by Yourself, defined as part of the Proposal.

“Confidential Information” means all information disclosed by one party to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) for you, all information transmitted to or from, or stored on, your Hosted System, (ii) for Vokke, unpublished prices and other terms of service, audit and security reports, product development plans, solution diagrams, data centre designs and other proprietary information or technology, and (iii) for both you and us, information that is marked or otherwise conspicuously designated as confidential. Information that is independently developed by one of us, without reference to the other’s Confidential Information, or that becomes available to one of us other than through breach of the Agreement or applicable law, shall not be “Confidential Information” of the other party.

The Offering

Hosting

Unless specified otherwise, Vokke will provision you a Hosted System that emphasizes reliability, resiliency and availability, from one of the following, or a combination thereof:

  1. A dedicated virtualized server, existing either within a local private subnet or on a shared subnet (with similar data containment requirements).
  2. 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.
  3. 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.
  4. An alternative option with benefits roughly comparable or greater than those described above.

Monitoring

Vokke will periodically monitor your Product to ensure that the Product is online and available. Vokke may use 3rd party tools to assist with this process.

SSL/TLS Certificates

Vokke may offer a HTTPS certificate issued by the Let’s Encrypt organisation. It is your responsibility to understand and uphold the Subscriber Agreement issued by the Let’s Encrypt organisation.

Backup Of Static Files

Vokke will attempt to perform daily backups of all static files (excluding databases and caches) related to your Product 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.

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.

Backup Of Databases

Vokke will attempt to perform hourly backups of all MySQL databases used by your Product 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.

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.

Availability

While Vokke does not enforce nor uphold an uptime guarantee, efforts are made to ensure high levels of availability and a Product can generally expect uptime of 99.9% excluding any planned downtime for maintenance.

ACCOUNT OWNERSHIP

Registration Information

When you sign up for any Managed Infrastructure Hosting through Vokke you may be asked, or required, to provide information that assists in Vokke being able to offer the service to you. Such data may include, but is not limited to, your full legal name, company name, contact details, email, and appropriate financial details. When providing such information, you agree that (1) the information you are providing is true, accurate, current and complete; (2) if you are registering on behalf of a company or organisation you are fully authorized to do so. Vokke reserves right to, under our sole discretion, suspend any service offering if we believe any data to be inaccurate, untrue, or otherwise incomplete.

Maintaining Contact

Vokke will deem any phone numbers and email addresses provided by you as a reliable means of contact. If Vokke requires to engage in discussion with you and contact cannot be made over such means within 30 days, Vokke reserves the right to suspend any service offering.

FEES AND BILLING

Fee Structure

It has been agreed upon that Vokke will provide Managed Infrastructure Hosting in accordance with The Offering for the agreed rate as described in your Proposal. This cost has been determined based on usage estimates, security requirements and availability requirements. The cost may be reviewed in the future as these requirements change. All amounts payable by you under this Agreement will be paid to us without any deduction or withholding. We may opt to charge you interest at the rate of 12% per annum, accrued and pro-rated monthly (or the highest rate permitted by law, if less) on all late payments.

How To Pay

Vokke may offer the option to pay monthly or annually. All payments are handled via a direct debit system, with paying either occurring via credit card payment or automatic bank transfer. For annual payments, a manual invoice is available on request. An email will be sent to you with instructions on how this will be set up. Payments will be charged from the day the Managed Infrastructure Hosting is live, regardless of your usage of the Product.

Changes 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 Proposal Price has been chosen based on an estimated utilization of our server resources. If your Product requires significantly more resources than what we estimated, we reserve the right to adjust the Proposal 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 utilization resumes to the prior estimate.

Incremental Charge

If, for whatever reason, a change to the Proposal Price is made, the change will take place on the effective date of the change (whether that be instant, or after a notice period) regardless of whether you are on a 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 outlined in this Agreement if payments remain outstanding for 14 days or longer. By accepting this Agreement you acknowledge that you understand that this may result in your Product 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 and The Offering immediately upon notice to you, if you, the Product or traffic entering or engaging with the Product 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

We may modify this Agreement at any time by posting a revised copy of the new Agreement live or by notifying you by email. We will always give at least 60 days’ notice of any changes to the Agreement. Changes take effect once posted live or emailed to you, which ever is first. By continuing to use the Service and The Offering after the effective date of any changes to this Agreement, you agree to be bound by the changed terms. It is your responsibility to check Vokke’s website regularly for modifications to this Agreement.

INFORMATION SECURITY

Security

Vokke is not a specialist information security firm. As such, Vokke generally recommends that the Hosted System is audited by an information security professional. 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.

Patching

Vokke will make attempts to regularly patch any system flaws as they are discovered. If these flaws require significant financial or time investments, Vokke may charge you accordingly with your written consent. If you do not wish to pay, you must state in writing that you understand the risks of not applying our recommendations.

Privacy

Collection Of Data

Vokke collects information for the purposes of completion of service delivery and maintaining service continuity. You have the right to request information regarding the types of data we hold about you.

Location Of Data

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.

Support

Support Channels

Vokke will never ask for financial details over a support channel.

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.

Service Agreements

Third Party Agreements

Your Product 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 your Product will be reliant on these SLAs. You agree not to hold Vokke responsible for issues or disruption caused by such external services.

Terms and Conditions

Non-Solicitation Of Personnel

During the term of this agreement, and for 12 months after it ends, each party agrees not to knowingly solicit for employment, or to independently contract the services of, any staff member or sub-contractor of the other party who is involved with performing this engagement.

Confidentiality

Both Vokke and you agree to take all reasonable steps to maintain the confidentiality of any private & Confidential Information of the other. Subject to our duty of confidentiality, you agree we may still act for your competitors and other clients, whose interests are or may be opposed to yours.

Termination

Either party may terminate the engagement by providing a written notice. Approval is not required by the other party. In the event of termination, the engagement 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, Vokke may, at our discretion, refund a pro-rated amount for any remaining term not yet consumed.

Severability

The invalidity or unenforceability of any provisions of this agreement shall not affect the validity or enforceability of any other provision of this agreement, which shall remain in full force and effect.

Force Majeure

A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders or any other force majeure event.