Service Level Agreement – Outofbox
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Service level agreement

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Outofbox provides cloud platform and configuration services, including but not limited to smart dedicated servers, graphics processing units, object storage, content delivery network service and continuous data protection back up services to its customers (“Customers”), and such use of the Services by the Customers shall be governed by the online Terms of Service available at link https://www.outofbox.cloud/terms-of-service — or master services agreement (“MSA”) , if any, executed between outofbox and the Customer. Notwithstanding the foregoing, this service level agreement shall be applicable to all Customers irrespective of whether they have executed an MSA or not including those Customers who are availing the Services through a free trial facility. outofbox may modify this SLA at any time by posting a revised version of the same on outofbox website and the amended version of the SLA shall become automatically binding on the Customer if it continues to avail of the Services.

This SLA sets out service levels for the provision of the Services and these shall be read with the Terms of Service. The Customer’s use of Services or its registration with us constitutes agreement to this SLA and makes it legally binding on the Customer.

1. Definitions:

  • 1.1 “Uptime” or “UT” means the aggregate percentage of hours in a calendar month during which the Services are actually available for use by the Customer. UT = 100% – DT (Downtime DT as defined below)
  • 1.2 “Fault” means failure to meet the applicable service level set out in this SLA
  • 1.3 “Service Time” or “ST” means the total hours in the calendar month during which Services are being provided by outofbox to the Customer. E.g. 30×24=720 hours in a 30 day calendar month.
  • 1.4 “Emergency Maintenance” or “EM” shall mean maintenance carried out under a condition or situation which poses danger to the system, equipment, network, facilities required for rendering the Services, danger to life etc. as the case may be and has to be attended immediately. Outofbox shall attempt to notify the Customer about the emergency maintenance in advance, however depending upon the demands of the situation; if outofbox is not able to notify the Customer prior to conducting such Emergency Maintenance, it may do so at the earliest opportunity after the performance of such emergency maintenance.
  • 1.5 “Excused Unavailability” or “EU” means the aggregate number of hours in any month when outofbox may carry out troubleshooting or upgrade to the equipment, with intent to improve the Services, with notification to the Customer. The Emergency Maintenance and Planned Downtime shall be deemed to be a part of Excused Unavailability.
  • 1.6 “Planned Downtime” or “PD” means the aggregate number of hours in any billed month during which downtime is requested by outofbox to carry out checks, configuration changes, preventive maintenance of outofbox infrastructure (a) of which the Customer is notified 48 hours in advance and (b) that is performed during a standard maintenance window from 11 PM to 6 AM IST or (c) performed during a non-standard maintenance window at a time approved by the Customer by a method chosen by outofbox (telephone, e-mail). Nothing herein shall restrict outofbox from conducting Emergency Maintenance on an as needed basis. The Customer may at their discretion ask for Planned downtime to repair the outofbox’s infrastructure made available to the Customer. Examples of activities covered under Planned downtime shall include but is not limited to the following activities:-
    • Security and updates
    • Routine Preventive Maintenance to prevent deterioration of the quality of Services
    • Preventive Maintenance of utilities like AC, UPS, Server Room (where the servers are provided by outofbox).
  • 1.7 “Downtime” shall mean the aggregate percentage of hours in a billed month during which any discrete/individual Service(s) offered by outofbox was not available for use by the Customer. DT = ((PD) + (EM) + Fault- (EU)) X 100))/ (ST). For the purpose of downtime only the impacted service(s) or server instance(s) impacted shall be considered.
  • 1.8 “Exceptions” shall mean either an event or a set of events as are more particularly detailed in Clause 5 hereto, the occurrence and the duration of occurrence of which shall not constitute a Service unavailability for the purposes of this SLA and shall be excluded from Downtime under this SLA.
  • 1.9 “Support Request” shall mean an e-mail sent to hello@outofbox.cloud, detailing Customer complaint to outofbox in relation to unavailability of Services / Reporting of Downtime by the Customer by a method set out under Clause 3 hereunder.
  • 1.10 “Rebates” means Rebates payable in accordance with Clause 4 of this SLA.
  • 1.11 “Force Majeure Event” includes but is not limited to significant failure of a part of the power grid, significant failure of the internet, natural disaster, war, riot, insurrection, epidemic, outbreak of infectious disease(s) which has an impact of frustrating the provision of the Services as per this SLA, pandemic, fire, strikes or other organised labour action, terrorist activity, acts of government authority, acts of God, or other events of a magnitude or type for which precautions are not generally taken in the industry and acts/reasons which are beyond the control of any Party and cannot be predicted by men of ordinary prudence.

2. Uptime:

  • 2.1 If the Uptime during the month under consideration is less than 99.9%, outofbox will provide Rebates to the Customer in the form of an extension in the Services being rendered to the Customer in the manner set out below:-
    • 99.9% or greater No Service Extension
    • 99.9% to 99% Service(s) Extension for 1 day beyond the Service period
    • 99% to 98% Service(s) Extension for 2 day beyond the Service period Preventive Maintenance of utilities like AC, UPS, Server Room (where the servers are provided by outofbox).
    • 98% to 97% Service(s)Extension for 3 day beyond the Service period
    • Less than 97% Service(s) Extension for 3+n days where n is equal to 97-Uptime.
  • Or equivalent credits or discount at the discretion of outofbox in the next billing cycle.
    • In case our finance team inadvertently misses accounting for a De-provisioning Email and has billed you for the de-provisioned services, we shall rectify the error by issuing a credit note or infra credits, on receipt of an email to that effect from you. To enable us to do the same we request you to email us at hello@outofbox.cloud notifying us of the error along with the details of the appropriate De-provisioning Email received from hello@outofbox.cloud detailing the de-provisioning request.
    • In case a De-provisioning Email has NOT been received by you, we would request you to email hello@outofbox.cloud intimating us of your previous de-provisioning request which was NOT processed, along with a screenshot of such previous request. The effective date of de-provisioning is usually the deprovisioning date mentioned in the De-provisioning Email unless the service had a commitment period, in which case, the effective date would be the last date of such commitment period.
    • If you have NOT sent a de-provisioning request, you should send it as soon as possible, so that our team can proceed to issue a De- provisioning Email to you. Till the time the Services are de- provisioned, you remain liable to pay for the same. The finance team will be able to issue credit notes or infra credits only as per the above-mentioned process.
    • The billing period for Services includes the day of provisioning and the day of de-provisioning and all the days in between these two dates. All manually provisioned services including virtual/dedicated compute nodes are billed in advance as per the monthly billing cycle (unless you have specifically requested for a longer billing cycle).
    • If you request us to de-provision any manually provisioned service before the end of its billing cycle, we may, at our discretion, issue equivalent credit note or infra credits or refund the remaining amount charged in advance in full minus any payment gateway transaction charges to the source through which payment was received earlier. Alternatively, if you continue to avail other services that are still in the provisioned state, the remaining amount may be adjusted in the next billing cycle.
  • C. Refund for Software Licenses provided with the Compute Nodes The software licenses billed by us are billed for each calendar month regardless of the period of usage during the month. Once a software license has been used during a calendar month, it is NOT eligible for a refund and you will be charged for the full monthly cost of that license. Refund of software license cost paid for unused future months is however possible, on receipt of an email from you to us at hello@outofbox.cloud requesting the same.
    • D. Refund of Prepaid Infra Credits If you have any unused prepaid infra credits in your Customer Account and you don’t intend to use any further Services, then you can request refund by sending email to hello@outofbox.cloud, provided Customer account is not in “Inactive/ dormant state”.
    • For the purpose of this clause, ‘Inactive/dormant state shall mean a Customer account which, at any point of time, has not consumed any of the Services in the preceding 90 (Ninety) day.
    • No refund shall be due after the expiry of 90 day and we shall have the right to invalidate such credits after following the process mentioned in our TOS

3. Downtime reporting process

  • 3.1 Any Downtime should be reported by the Customer to outofbox by sending an email from its registered email ID on hello@outofbox.cloud within 24 hours of discovering such downtime. The Customer shall be responsible to provide the necessary information and cooperation required by outofbox to enable outofbox to perform root-cause analysis of the service problems.
  • 3.2 Upon receipt of such email, outofbox shall investigate the reported Downtime and shall promptly use best industry standard efforts to rectify the same. Provided that, if the Customer does not comply with the requirements of Clause 3.1, the email shall not be considered to be a valid Downtime report, and such period shall not be counted as part of Downtime for the purposes of this SLA.

4. Eligibility for rebates:

Rebates will only be applied to a Downtime for which outofbox support team has been notified by the Customer in the manner provided in Clause 3 above.

  • 4.1 The Rebates for Downtime set out in this document are calculated on a per incident basis and measured as a percentage of availability over a billed month. For the avoidance of doubt
    • (a)Rebates are not calculated on a cumulative basis, and (b) periods of outage are not aggregated for the purposes of any Rebate calculation.
  • 4.2 The Customer must request Rebates by sending e-mail to outofbox at email ID hello@outofbox.cloud with subject “SLA Rebate Request” giving details of the reported Downtime to which the Rebates relate. The e-mail shall include the following details – the dates, times, and affected region of each Downtime incident that is being claimed; Customer’s request logs that document the errors during such Downtime and corroborate its claimed outage (any confidential or sensitive information in these logs should be removed or redacted in any convenient manner).
  • 4.3 If the Customer fails to make such request with the aforesaid subject within 2 days of the end of the billed month for which such Rebates are due, or receipt of invoice for the said billed month, whichever is later, then the Customer shall be deemed to have waived the Rebates for that downtime; any claims that it may have in relation to such reported downtime, and outofbox will not be liable for any Rebates in lieu thereof.
  • 4.4 Following the calculation of the Rebates, they can be applied to the future invoices to be issued to the Customer. Rebates shall not entitle the Customer to any refund or other payment from outofbox. No payment, in part or in full, to outofbox shall be withheld by the Customer in anticipation of rebates.
  • 4.5 The Customer shall not be entitled to any rebate under this SLA if the customer had failed to remit timely payments for invoices as per the due dates of invoices in previous billing cycle to outofbox, or in case the Customer delays the payment of Invoice raised for the said billed month for which Customer is anticipating rebate or the invoice in consequent billing cycle.
  • 4.6 Where monthly recurring charges are used as the basis for calculating Rebates for Services provided during any period of less than a full calendar month, such Rebates shall be calculated on a pro-rata basis.
  • 4.7 In the event of any dispute between outofbox and the Customer in respect of any Rebates, outofbox and the Customer will work in good faith to resolve such dispute. If any such dispute is not resolved within a period of 15 days, the decision made by outofbox in this regard shall be final and binding.

5. Eligibility for rebates:

5.1 outofbox shall not be responsible for any Downtime to the extent that such Downtime results from any of the following events or a combination of such events:

  • The Services being modified or altered in any way at the Customer’s request;
  • Any interruptions resulting from defects or failures in or use of the Customer’s software or any third party services or any facilities provided, procured or operated by or on behalf of the Customer including but not limited to any 3rd party Open Source Software or Software Licenses provided by outofbox;
  • Incomplete, inaccurate information provided by the Customer to outofbox in relation to the Services or information relevant to procuring/creating an outofbox customer account;
  • The performance of traffic exchange points, including Internet networks or exchanges controlled by any third parties;
  • Any delay or failure in complying with any of the Customer’s obligations under the Terms of Service and/or MSA, as may be applicable;
  • DNS issue outside the direct control of outofbox ;
  • Failure of the Customer links, access circuits, local loop or any network not owned or operated by outofbox ;
  • Time taken during offline backups, either planned or requested by the Customer after advance intimation by outofbox;
  • Damage to or faults in the equipment facilitating access to the Services resulting from (i) accidents, (ii) transportation, (iii) neglect and/or misuse by the Customer or its authorized representatives;
  • Use of any data center services by the Customer for purposes other than in relation to accessing the Services
  • Any act or omission on the part of the Customer including but not limited to failure to notify outofbox on the support e-mail hello@outofbox.cloud for any unexpected Downtime;
  • Events or occurrences that result in “no trouble found” for support request, as confirmed by the Customer;
  • An interruption where the Customer elects not to release a Service for testing and repair and continues to use it on an impaired basis without notifying outofbox of such interruption;
  • Any interruptions, delays or failures of Services under administrative control of the customer caused by any act or omission of Customer or Customer’s employees, agents, or subcontractors, including but not limited to the following:
    • -Inaccurate configuration.
    • -Non-compliant use of any software installed on the server.
    • -Incorrect sizing of resources provisioning
    • -Negligence or other conduct of Customer or its authorized persons, including a failure or malfunction resulting from applications or services provided by Customer or its authorized persons
  • Regulatory events causing any interruption in the Services;
  • Any abuse or fraud or failure to comply with the outofbox “Terms of Service or MSA, as applicable” on the part of the Customer or its end-user (as defined in the MSA, as applicable), for which the Customer shall be liable;
  • Any unavailability, suspension or termination in the Services caused by factors outside of outofbox’s reasonable control, including any Force Majeure Event or internet access related problems beyond the reasonable control of outofbox or beyond the scope of the Services, as the case may be.

6. The period of the reported downtime in respect of an impacted Server/Service shall be deemed to commence from the time the email is sent by the Customer reporting the downtime to outofbox as per the terms of Clause 3 of this SLA. On receipt of such email, outofbox Team shall validate the reported downtime and check its eligibility to be considered as downtime while doing Uptime calculation for the purpose of clause 2.

7. Accordingly, the time period of calculation of any applicable credits for the purpose of computing the Rebate shall begin from the time that outofbox Support is notified by e-mail by the Customer as per the terms of this SLA and shall end on the resolution of the reported outage

8. outofbox does not take responsibility of data integrity and security for Customer (as defined in the Terms of Service or MSA, as applicable) as the Customer has to ensure appropriate security measures such as protection of passwords and security keys.

9. It is the Customer’s responsibility to purchase appropriate data backup and recovery plans and manage them including testing the backups periodically in order to mitigate the risk of loss or accidental deletion of Customer data.

10. Unless otherwise provided in the Terms of Services/ MSA, as applicable, this SLA sets forth the Customer’s sole and exclusive remedies, and outofbox sole and exclusive obligations, for any unavailability, non-performance, or other failure by outofbox to provide the Services.

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