Common use of Cloud Services and Managed Services Clause in Contracts

Cloud Services and Managed Services. 3.1. Cloud Services include the provision of hosting, as further specified in an Order, and may include infrastructure as a service, data storage, back-ups, disaster recovery, software as a service, or other cloud services, in accordance with the Service Description. 3.2. Managed Services include the provision of managed services, as further specified in an Order, and may include system or device monitoring, security, direct routing, managed telephony, or other managed services, in accordance with the Service Description. 3.3. Unless otherwise set out in an Order, Supplier will use reasonable endeavours to deliver Cloud Services and/or Managed Services (except for Managed Services delivered during Working Hours) 24 hours per day, 7 days per week, excluding any Scheduled Downtime, where “Scheduled Downtime” means any downtime scheduled to perform system maintenance, backup, upgrade, migration or other functions for the Connectivity Services, any other downtime incurred as a result of a Customer request and unscheduled maintenance performed outside Working Hours, provided that Supplier has used reasonable endeavours to give the Customer notice in advance ("Emergency Maintenance"). 3.4. Supplier may limit or temporarily suspend access to any or all Cloud Services and/or Managed Services for the purpose of Scheduled Downtime or Emergency Maintenance. Where reasonably possible, Supplier will give Customer prior notice of such Scheduled Downtime during off-peak hours and Emergency Maintenance. Where Supplier suspends the Services in connection with this Agreement, such suspension periods for Scheduled Downtime and Emergency Maintenance shall not count towards any calculation of downtime. 3.5. Use of the Cloud Services and/or Managed Services by Customer, Customer’s personnel or any other party authorised hereunder shall at no time exceed the total use rights granted in the Order. Where the Cloud Services and/or Managed Services enable the Customer to exceed the total use rights, Supplier shall invoice the Customer for such overuse in arrears in accordance with Supplier’s then- current rates, which may include an uplift not to exceed twenty-five percent (25%) to reflect the overuse. 3.6. Where Cloud Services and/or Managed Services include the provision of cloud telephony, the applicable provisions of Schedule 3 (Connectivity Services) shall also apply. 3.7. Managed Services may include the provision, for the duration of the Managed Services, of on-premise components and/or the installation of Software on endpoints. 3.8. Notwithstanding anything to the contrary of this Agreement, Supplier may monitor, collect, use and store anonymous and aggregate statistics and/or data regarding use of the Services solely for Supplier and its suppliers’ internal business purposes (including, but not limited to, improving the Services and creating new features) and such anonymised and aggregate data shall not be considered Customer Data. This Schedule details the specific terms and conditions that apply to the provision of Connectivity Services by Supplier to the Customer in addition to the Terms and Conditions.