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Colocation Terms and Conditions

Terms and Conditions for the provision of Colocation Services

Redstation operates colocation data centres in which customers colocate computer equipment in a secure environment. These Terms and Conditions set out the terms under which Redstation will provide colocation and related Services to the Customer following acceptance of an Order by Redstation.

1. Interpretation

1.1 Meaning of words:

1.1.1 "Agreement" means these Terms and Conditions and an Order;

1.1.2 "Account Number" means the unique reference number specified in an Order assigned to each Customer;

1.1.3 "Change Control Procedure" means the procedure set out in clause 7;

1.1.4 "Colocation Space" means the physical Rack space provided on an "as is" basis that the Customer Equipment occupies in the Data Centre;

1.1.5 "Colocation Space Rental Fee" means the fee specified in the Order (as amended from time to time in accordance with clause 6.7) for the Customer Equipment to be located in the Colocation Space;

1.1.6 "Commencement Date" means the commencement date specified in the Order;

1.1.7 "Confidential Information" means all personal data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how and contractors of a party whether such information is designated as being confidential or which ought to be considered confidentia;

1.1.8 "Connectivity" means connection at specified data transfer rates measured in Mbps or Gbps between the Customer Equipment and the internet that allows for the transmission of Data;

1.1.9 "Connectivity Fee" means the fee specified in the Order (as amended from time to time in accordance with clause 6.7) for connecting the Customer to the internet;

1.1.10 "Contract Number" means the unique reference number specified in an Order that identifies each Customer Agreement;

1.1.11 "Customer" means the person specified as such in an Order;

1.1.12 "Customer Equipment" means the Customer's servers, including all components, hardware and software, including third party software;

1.1.13 "Data" means all data existing now or in the future that can be stored on, transmitted to, through, or from the Customer Equipment;

1.1.14 "Data Centre" means the colocation data centre at the address specified in the Order in which the Customer Equipment will be located in the Colocation Space;

1.1.15 "Fee" means the sum of the Connectivity Fee and the Colocation Space Rental Fee and any other payments as set out in the Order;

1.1.16 "Force Majeure Event" means in relation to either party, any circumstances arising from any acts, omissions or happenings beyond the reasonable control of that party (including without limitation, fire, flood, or any natural disaster, war, strike, lock out or other form of industrial or political action);

1.1.17 "Gbps" means Gigabits per second which is a measure of the Connectivity speed specific to the Customer and specified in the Order;

1.1.18 "Half Rack" means a secure locked half cabinet;

1.1.19 "Initial Period" means 3 months from the Commencement Date;

1.1.20 "Intellectual Property Rights" means intellectual property rights anywhere in the world arising whether registered or unregistered, including copyright, know-how, confidential information, trade secrets, business name and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights and database rights;

1.1.21 "Kbps" means kilobits per second which is a measure of the Connectivity speed specific to the Customer and specified in the Order;

1.1.22 "Mbps" means megabits per second which is a measure of the Connectivity speed specific to the Customer and specified in the Order;

1.1.23 "Order" means an order provided by Redstation to the Customer setting out the Fee and Services to be provided by Redstation subject to the Terms and Conditions;

1.1.24 "Planned Outage" means a temporary Connectivity interruption where the date, time and duration has been notified to the Customer;

1.1.25 "Power" means a measurement in Amps used by the Customer Equipment;

1.1.26 "Power Cycle" means to remove and then replace the power lead to the Customer Equipment to enable the Customer Equipment to restart;

1.1.27 "Rack" means a secure locked cabinet;

1.1.28 "Redstation" means Redstation Limited;

1.1.29 "Redstation Equipment" means any premises or equipment owned or operated by Redstation and used in provision of the Services;

1.1.30 "RIPE" means the Réseaux IP Européens who manage all IP allocation in Europe;

1.1.31 "Services" means the provision of the Colocation Space and Connectivity and other related colocation services generically described in Schedule 1 and more specifically described in the Order;

1.1.32 "Service Failure Ticket" means notification to Redstation that the Services provided to the Customer may not be working as described in Schedule 1;

1.1.33 "Service Levels" means the service levels specified in the Service Level Guarantee;

1.1.34 "Service Level Guarantee" means that detailed in Schedule 1;

1.1.35 "Term" means the period commencing on the Commencement Date and terminating in accordance with clause 10;

1.1.36 "Terms and Conditions" means these terms and conditions and Schedule 1 (excluding the Order);

1.1.37 "U" means the unit of measure for space within a Rack which is occupied by the Customer Equipment and is approximately 44mm high;

1.1.38 "Unscheduled or Emergency Maintenance" means all repairs, upgrades, maintenance or tests involving the Data Centre or Redstation Equipment which are not scheduled or about which the Customer has not received prior notification;

1.1.39 "UPS" means Uninterruptible Power Supply system that provides continuous and clean power to the Customer Equipment;

1.1.40 "Working Day" means a day (other than Saturday, Sunday or holiday scheduled by law) on which banks are generally open for business in the City of London;

1.1.41 "Working Hours" means between 09:00 and 17:00 on any Working Day;

2. Services

2.1 In consideration of the Customer agreeing to pay the Fee Redstation will provide the Services from the Commencement Date during the Term.

2.2 Redstation will provide the Services:

2.2.1 in accordance with the Service Levels; and

2.2.2 with reasonable skill and care.

3. Order

3.1 These Terms and Conditions shall apply to any Services provided by Redstation to the Customer following execution of an Order.

3.2 The Order process is as follows:

3.2.1 Redstation will provide the Customer with an written Order;

3.2.2 The customer will arrange for an authorised signatory to sign the Order to confirm that the Order is complete and accurately reflects the Customer's requirements;

3.2.3 The Customer will return the signed Order to Redstation;

3.2.4 Return of the Order shall be deemed to be an offer issued by the Customer to Redstation for Redstation to provide the Services specified in the Order;

3.2.5 An Order shall not be deemed to have been accepted by Redstation until Redstation has countersigned the Order and sent a fully executed copy to the Customer;

3.3 If there is any conflict between the services specified in Schedule 1 and the services specified in the Order then the services in the Order shall take precedence;

4. Redstation Obligations

4.1 Redstation will.

4.1.1 grant the Customer the right to operate Customer Equipment in the Colocation Space.

4.1.2 provide the Customer with 3 months' notice if Redstation requires the Customer Equipment to be moved within the Data Centre or moved to another Redstation data centre.

4.1.3 except in the case of Unscheduled or Emergency Maintenance where notice may be shorter, provide 5 Working Days notice to the Customer of any maintenance that is carried out on the network and use its reasonable endeavours to minimise disruption by carrying out planned maintenance between midnight and 06:00;

4.1.4 monitor Customer usage of Power;

4.1.5 where Customer usage of Power exceeds that specified in the Order, Redstation will:

4.2 Redstation warrants:

4.2.1 That is has full power and authority to enter into and perform an Order.

5. Customer Obligations

5.1 The Customer will in relation to:

5.1.1 use of the Services:

5.1.2 Customer Equipment and installation:

5.1.3 access and security:

5.1.4 expiry or termination:;

5.1.5 other matters:

5.2 The Customer represents and warrants:

5.2.1 that is has the full power and authority to enter into an Order;

5.2.2 that the Customer will not use the Services or transmit Data for any unlawful purpose, including without limitation fraud, invasion of privacy, obscenity, defamation or interrupt or interfere with other network users.

5.3 The Customer acknowledges and agrees that:

5.3.1 it shall not instruct a third party to deliver any equipment to the Data Centre unless:

5.3.2 Customer Equipment shall be installed in a Colocation Space by the Customer within 5 Working Days of delivery at the Data Centre.

5.3.3 In the event any Customer Equipment remains uninstalled after 5 Working Days, Redstation shall be entitled to charge the Customer storage costs of £100 per day until the Customer Equipment is installed in a Colocation Space and/or on the giving of 24 hours written notice to the Customer, dispose of the Customer Equipment without any liability to the Customer.

5.3.4 Redstation may inspect any equipment that is delivered to the Data Centre prior to installation.

6. Payment Terms

6.1 The Customer will pay the Fee to Redstation within 28 Days from date of the invoice unless otherwise agreed in writing.

6.2 Redstation shall submit invoices to the Customer not more than 28 Working Days prior to the period of delivery for the Services unless notice of termination has been received pursuant to clause 10.1 or 10.2.

6.3 Redstation shall submit invoices to the Customer for a period of no longer than 3 months unless specified in the Order.

6.4 The Customer will pay the Fee without deduction by way of set-off, counterclaim, discount whatsoever.

6.5 All Fees are exclusive of VAT unless expressly stated to include VAT in the Order.

6.6 If any amount payable under an Agreement by the Customer is not paid in accordance with clause 6.1 Redstation reserves the right (without prejudice to its other rights or remedies) to charge interest on the outstanding sum from the due date for payment to the date of actual payment (both dates inclusive) at a rate of 4% above the Bank of England base rate.

6.7 Redstation may increase the charges that make up the Fee at any time by providing the Customer with 3 months' prior written notice.

6.8 Redstation will not increase the charges that make up the Fee during the Initial Period.

6.9 The Customer grants Redstation a lien over the Customer Equipment to secure all sums due, owing or incurred to Redstation under this Agreement and such lien shall continue and Redstation shall be entitled to possession of all the Customer Equipment (and the Customer shall not be entitled to access or remove the Customer Equipment from the Building) until Redstation has received all such sums in cleared funds.

7. Change Control

7.1 Any request to change the scope of the Services will be processed in accordance with the following Change Control Procedure:

7.1.1 Where the Customer requests a change in the existing Services or additional services it will submit a written request to Redstation setting out the change or additional services required;

7.1.2 If Redstation accepts the request, Redstation will provide a written order specifying the change to the existing Services or additional services and the associated charges;

7.1.3 The change to existing Services or additional services will replace and supersede the Services being provided immediately before signature of the change order issued by Redstation in accordance with clause 7.1.2. The change order will only be binding if signed by both parties.

8. Intellectual Property Rights

8.1 All Intellectual Property rights in Redstation Equipment will remain vested in Redstation.

8.2 All Intellectual Property Rights in the Customer Equipment will remain vested in the Customer.

8.3 Redstation grants to the Customer a non-exclusive, non-transferable royalty free licence to use Redstation Equipment to the extent necessary to utilise the Services.

8.4 The Customer grants to Redstation a non-exclusive, non-transferable royalty free licence to use the Customer Equipment to the extent necessary to provide the Services.

8.5 The licences granted above will automatically terminate on termination or expiry of an Agreement.

9. Suspension of the Service

9.1 Redstation will be entitled to block the Customer's access to the Service in any of the following circumstances:

9.1.1 Unscheduled or Emergency Maintenance;

9.1.2 required to do so in order to comply with any law, regulation, court order or request of a government body;

9.1.3 Planned Outage;

9.1.4 the Customer fails to comply with clause 5.1.2(j);

9.1.5 failure to pay the Fee in accordance with clause 6.1.

9.2 Redstation will not be liable to provide the Services where non-performance arises out of or in connection with:

9.2.1 a fault of the Customer Equipment;

9.2.2 any act or omission of the Customer or a third party which causes damage to any Redstation Equipment.

9.3 If suspension of the Services arises out of, or in connection with, an act or omission of the Customer, then the Customer will pay to Redstation all reasonable costs incurred by Redstation in reconnecting the Services.

10. Term and Termination

10.1 The Services will commence on the Commencement Date and will (subject to earlier termination pursuant to clause 10.2) continue unless either party serves notice to terminate by giving 3 months' written notice to the other party, such notice to expire no earlier than the end of the Initial Period.

10.2 Either party may terminate an Agreement immediately at any time by written notice to the other party if:

10.2.1 that other party commits any material breach of its obligations under an Agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or

10.2.2 that other party:

10.3 The Agreement may be terminated at any time by mutual written agreement between the parties and signed by both parties.

10.4 On expiry or termination of an Agreement, all provisions of an Agreement will cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue will continue in full force and effect.

10.5 The Customer will pay the Fee accrued up to and including the date of expiry or termination.

11. Confidentiality

11.1 During the term of an Agreement and after termination of an Agreement the parties:-

11.1.1 will not use Confidential Information for any purpose other than the performance of its obligations under an Agreement;

11.1.2 will not disclose Confidential Information to any person except with the prior written consent of the other party or in accordance with Clause 11.2 below; and

11.1.3 will make every effort to prevent the use and disclosure of Confidential Information.

11.2 During the term of an Agreement the parties may disclose Confidential Information to any of its directors, officers, employees, representatives or sub-contractors (a "Recipient") to the extent that disclosure is reasonably necessary for the purposes of an Agreement.

11.3 The disclosing party will ensure that a Recipient is made aware of and complies with that party's obligations of confidentiality under an Agreement as if the Recipient was a party to an Agreement.

11.4 Clauses 11.1, 11.2 and 11.3 do not apply to Confidential Information which:-

11.4.1 is at the Commencement Date, or at the time of its use or disclosure is, publicly known other than as a consequence of a party's breach of an Agreement;

11.4.2 can be shown by a party to the other party to have been known by the other party before disclosure; or

11.4.3 to the extent the disclosure is required by law or in response to any order of a court or other judicial tribunal having jurisdiction over the party which is seeking to make disclosure.

12. Limitation of Liability

12.1 Except as expressly stated in these Terms and Conditions, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, non supply or delay in supplying the Services are excluded to the extent permitted by law.

12.2 Subject to the provisions in clause 12.4 below, Redstation will not be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, arising out of, or in connection with, the supply, non supply or delay in supplying the Services or in connection with an Agreement:

12.2.1 loss or damage incurred by the Customer as a result of third party claims;

12.2.2 loss of actual or anticipated profits;

12.2.3 loss of business opportunity;

12.2.4 loss of anticipated savings;

12.2.5 loss of goodwill;

12.2.6 injury to reputation; or

12.2.7 any indirect, special or consequential loss or damage howsoever caused even if Redstation was advised of the possibility of them in advance.

12.3 Subject to clause 12.4, the entire liability of Redstation to the Customer arising out of or in connection with the Services or otherwise in connection with an Agreement whether in contract, tort (including negligence or breach of statutory duty) or otherwise, is limited to the Fee in the aggregate per annum.

12.4 Nothing in an Agreement will operate to exclude or restrict Redstation's liability for:

12.4.1 death or personal injury resulting from negligence as defined in the Unfair Contract Terms Act 1977; or

12.4.2 fraud or other matter if and to the extent that, under English law, liability for it cannot be excluded, restricted or limited as against the Customer in the context of an Agreement.

13. Insurance

13.1 The Customer shall keep in force with a reputable insurance company appropriate insurances to cover potential losses or liability under an Agreement, including but not limited to cover for all Customer Equipment, Employers' Liability Insurance and Public Liability Insurance.

13.2 Redstation shall keep in force with a reputable insurance company appropriate insurances to cover for potential losses relating to the Data Centre and Redstation Equipment and will maintain Public Liability insurance.

14. Force Majeure

14.1 Neither party will be in breach of any obligation under an Agreement if it is unable to perform that obligation in whole or in part by reason of a Force Majeure Event.

14.2 If either party seeks to rely on this clause 14, it will immediately give notice to the other with full particulars of the act or matter claimed as a Force Majeure Event. The parties so affected will take all reasonable steps to mitigate the failure to perform and to keep the other party informed of the steps being taken to mitigate the affects of the Force Majeure Event.

14.3 If an inability to perform an obligation by reason of an event of Force Majeure lasts for more than 3 months, either party may, following consultation with the other, give notice to the other party to terminate an Agreement with immediate effect.

15. Assignment

15.1 The Customer undertakes throughout the term not to assign, charge or otherwise deal with an Agreement in any way without the consent of Redstation. In the case of an intended assignment by the Customer such consent will not be unreasonably withheld. The proposed assignee will agree directly with Redstation to be bound by the terms of an Agreement.

15.2 Redstation may assign, charge, transfer or otherwise deal in any or all of its rights and obligations under an Agreement and the Customer consents to all such dealings.

16. Notices

16.1 Notices or other communications under an Agreement will only be effective if they are in writing. Facsimiles are permitted but unless expressly stated in an Agreement or otherwise agreed in writing all notices and other communications will not be effective if sent by electronic mail.

16.2 Notices or other communications to either party under an Agreement will, if given by post, be effective 3 days after posting and, if given by facsimile be effective when received in completely legible form.

16.3 Notices and other communications under an Agreement will be sent to the intended recipient as set out in the Order:

16.4 Either party may change its address details by giving notice to the other party of the change.

16.5 Any notice or other communication which the parties receive outside Working Hours will be deemed to be received at the beginning of the next period of Working Hours.

16.6 All notices and other communications under an Agreement will be in the English language.

17. Miscellaneous

17.1 An Agreement is not made for the benefit of, nor will any of its provisions be enforceable by, any person other than the parties to an Agreement and their respective successors and permitted assignees.

17.2 These Terms and Conditions may be varied by Redstation at any time. The current version of the Terms and Conditions will be made available to the Customer at any time.

17.3 No variation to the Order shall be valid and binding unless it is in writing and signed by both parties.

17.4 Nothing in an Agreement will be deemed to constitute a partnership between the parties.

17.5 If any term or provision in an Agreement will in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part will to that extent be deemed not to form part of an Agreement and the enforceability of the remainder of an Agreement will not be affected.

17.6 No delay or failure by either party to exercise any of its powers, rights or remedies under an Agreement will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver, to be effective, must be in writing and signed by an authorised person of each party.

17.7 An Agreement may be signed by the parties on separate copies but will not be effective until each party has signed at least one copy of an Agreement. Each signed copy of an Agreement will be an original copy of an Agreement but all the signed copies of an Agreement together should amount to one and the same Agreement.

17.8 An Agreement contains the whole agreement between the parties in respect of the Services and supersedes any prior written or oral agreement between the parties relating to the Services and the parties confirm that they have not entered into an Agreement on the basis of any representations that are not expressly incorporated and written in an Agreement.

18. Governing Law and Jurisdiction

An Agreement will be governed by and interpreted in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

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