IPnett and UNINETT - Call Off Number: 1

Transcription

1 IPnett and UNINETT - Call Off Number: 1 THIS AGREEMENT is made the 3:th day of November 2015 (the Call Off Commencement Date ) by and between UNINETT/The Norwegian Research Council, an authority within the Ministry of Education and Research, organised and existing under the laws of Norway with registered number and having its registered office at Abels gate 5, 7030 Trondheim, Norway (the Customer ); and IPnett, a corporation organised and existing under the laws of Sweden with registered number and having its registered office at Dalvägen 8, Solna (the Provider ), in each case a Party and collectively the Parties. BACKGROUND: NORDUnet A/S and IPnett AS entered into a Framework Agreement as of 19 May 2014 (the Framework Agreement ) permitting and governing the provision by the Provider of certain Services to the Customer. The Provider and NORDUnet have initiated the PoC Cloud Project under a separate Call Off under the Framework Agreement. The Provider and the Customer agree for the provision of Sevices as further specified in Appendices hereto. NOW IT IS HEREBY AGREED as follows: 1. Definitions, Structure and Interpretation 1.1 All of the terms of the Framework Agreement shall be incorporated into and form part of this Call Off, excluding the following provisions: Clauses 3.1 to 3.8 (inclusive) (Call Offs); Clause 21.7 (NORDUnet Framework Liability Limit); Clause 21.8 (Framework Provider Liability Limit); Clause 30.2 (Framework Notices Address) and Schedule 2 (Template Call Off), And except that in respect of this Call Off the following defined terms contained in such incorporated clauses shall have the following changed meanings: Agreement Call Off Commencement Date means this Call Off; means this Call Off; means the Commencement Date of this Call Off, i.e. signing date of this Call Off; 1 of 9

2 Customer Customer Representative End Date Parties and Party PoC Cloud Project Provider Provider Representative Service Provider Service Recipient Term "User" means the Customer under this Call Off; means the Customer Representative set out below in this Call Off; means the End Date of this Call Off; means the Parties or a Party to this Call Off; means the proof of concept project under Call Off number 1: Pilot Project Services, signed by the NORDUnet on July 7, 2014 and by the Provider on July 21, 2014, for the purposes of developing a technical production environment at Provider for the service types BaaS, IaaS, STaaS and AaaS. means the Provider under this Call Off; means the Provider Representative set out below in this Call Off; means the Provider under this Call Off; means the Customer under this Call Off; and means the Term of this Call Off. means any organizational unit or legal entity that is physically connected to the Norwegian University Computer Network (UNINETT) and have signed a contract with UNINETT regarding this service. 1.2 This Call Off comprises these Sections and the Appendices listed in the table below. Appendix Title 1 BaaS Services 2 Project Plan 3 Service Charges 4 Additional Terms and Mandatory Rules of Local Law 5 Testing Criteria to be included in Project Plan) 6 Acceptance Procedure (As regulated by the framework agreement) 1.3 If there is any inconsistency between any of the Sections and the Appendices, the order of priority for the purpose of construction shall be as follows: Sections of this Call Off; Appendices of this Call Off; and Terms incorporated from the Framework Agreement. 1.4 Capitalised words and expressions used in this Call Off shall have the meanings ascribed to them in this Call Off and, unless expressly indicated otherwise in this Call Off, the meanings ascribed to such 2 of 9

3 words and expressions in this Call Off shall supersede the meanings given to those words or expressions where such words and expressions are also defined in the Framework Agreement. 1.5 Capitalised words and expressions which are not defined in this Call Off shall have the meanings ascribed to them in the Framework Agreement. 1.6 All references to deletion, amendment or variation of provisions in the Framework Agreement which are set out in this Call Off are references to such deletion, amendment or variation for the purposes of this Call Off only. 2. Term This Call Off shall commence on the Commencement Date and continue for five (5) years ( Initial term ) and thereafter automatically be extended for successive terms of twelve (12) months at the time, unless terminated by either party in writing at least six (6) months prior to the expiration of the Initial term or any successive terms (collectively the Term ). 3. Relationship of this Call Off to the Framework Agreement The parties acknowledge that, when signed by both Parties, this Call Off will contractually commit the Provider to supply the Services described in this Call Off in accordance with its terms. The customer shall make any and all necessary preparations to be able to receive the Services further specified in Appendices hereto. 4. Description and scope of the Services The Services to be provided by the Provider under this Call Off are listed in Appendix 1 ( BaaS Services ). 5. Project Plan See Appendix 2 hereto. 6. Incoterms Not applicable. 7. Charges The Charges and any additional payment terms for the Services are specified in Appendix 3. The currency for the Charges payable under this Call Off shall be Norwegian Kronor (NOK) and first years spot rate (ratio between NOK and Euro) shall be 9,20 (Norges bank monthly average rate for August 2015). 8. Additional Terms 9. BCDR The additional terms agreed by the Parties to apply to this Call Off and any other changes to the terms incorporated from the Framework Agreement required to comply with mandatory rules of local law are specified in Appendix 4. As regards the Provider s obligation to produce a BCDR Plan in accordance with clause 9 of Framework Agreement, see Appendix 4 hereof. 3 of 9

4 10. Entire Agreement In relation to its subject-matter, this Call Off (together with the Framework Agreement) is the entire agreement between the Parties and governs their relationship to the exclusion (to the extent permitted by law) of any other terms and conditions, including those upon which any quotation or tender response has been given to the Customer. 11. Notices The Parties' respective representatives for the receipt of notices are, until changed by notice given in accordance with this Call Off, as follows: Provider: IPnett Address: Dalvägen 8, Solna, Sweden Attention: Fredric Wallsten the Customer: UNINETT Address: Abels gate 5, 7030 Trondheim, Norway 12. Rebate Attention: Petter Kongshaug The IPnett TCO Rebate Structure Trigger Levels in Schedule 1 c) of the Framework Agreement is for the BaaS hereunder amended and extended by the BaaS Discount Model in Appendix 3 hereto. New products and services that become available during the contract period may be included in the call off. The price for such products and services shall be jointly agreed by Parties and in accordance with existing products and services. 13. Governing Law and Jurisdiction 13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Norway The Parties irrevocably agree that any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in Norway pursuant to the Act No. 25 of 14 May 2004 relating to Arbitration (the Arbitration Act). The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Oslo. 4 of 9

5 Appendix 1: BaaS Services The BaaS Services are generally described below. The Parties acknowledge that the descriptions of the BaaS Services may need to be updated from time to time and the Parties undertake to keep updated service description available to the Parties, Customers and Users. Service Description UNINETT BaaS - cloud based backup UNINETT cloud-based backup service is based on IBM Tivoli Storage Manager (TSM) and Cristie's Bare Machine Recovery for TSM (TBMR). The service is delivered from secure data centers with high availability. Current data center is physically located in Sweden and is directly connected to NORDUnet. The service is flexible: the User can control which data to be backed up, how backups should be encrypted and how long they will be saved. Major focus of the service is to give the User control over both their data and their costs. TSM uses a technique called Incremental Forever, which means that the files are only backed up when they have changed. This means that the amount of stored backups becomes the optimal minimum, which is the main reason why the storage requirements and therefore the cost is as low as possible. De-duplication, where only unique data is stored i.e. each part of a file that is found in multiple files, are stored only once - can also be used, which further reduces storage needs. It is not unusual that the combination of Incremental Forever and de-duplication means that the total storage requirement during the backup period is less than the logical protected source dataset. For security reasons, de-duplication in TSM is not compatible with client encryption since information could leak. 5 of 9

6 Appendix 2: Project Plan The delivery of services shall entail the following steps: Establishing the Services Week 45, 2015 The agreed upon location and infrastructure is Stockholm, Sweden connected to Sunet with redundant connections. For avoidance of doubt, Feide integration and portal skinning will be available at the latest Week 8, of 9

7 Appendix 3: Service Charges Charges The Monthly Charge for the BaaS shall consist of the price parameters in Table 1 below. Month means calendar month. Table 1 Price BaaS Fixed monthly fee Used storage fee NOK/Month (per User) 0,924 NOK/GB/Month The Monthly Charge is calculated with X corresponding to actual GB used in storage each Month in Service as follows: Montly Charge Monthly fee User s Used storage fee X Example 50 TB storage and one (1) User: Montly Charge , The Provider reports storage used per User for each Month. All charges are excl. VAT. Professional Services, if ordered hereunder in accordance with the terms and conditions of the Framework Agreement, will be charged separately. BaaS Discount Model The discounts in Table 2 will apply based on monthly consumption of volume (GB). Starting price will be at threshold 1 and will apply up to 5000 GB/Month. For every volume threshold passed a new used storage fee will apply to the total volume that Month according to discount model in Table 2. Table 2 Discount model Threshold GB Used/Month Discount on original Used Storage fee* Price on used storage fee in Service ,0% 0,924 kr ,0% 0,832 kr ,0% 0,785 kr ,0% 0,739 kr ,0% 0,693 kr ,0% 0,647 kr ,0% 0,601 kr ,0% 0,554 kr * The original Used Storage fee was 4,62 SEK/GB/Month. 7 of 9

8 Appendix 4: Additional Terms and Mandatory Rules of Local Law Service Level Definition Uptime levels: The following service levels have been agreed to by the parties: 99,9 % Measurement and penalties If uptime for any item drops below the specified threshold, a penalty will be applied in the form of a credit or the customer. This means the following month s fee payable by the client will be reduced on a sliding scale. In the case of upfront payment, the specified penalty amount will be reimbursed in the following month. 99,80-99,89 % 5 % 99,60-99,79 % 10 % 99,40-99,59 % 15 % 99,20-99,39 % 20 % 99,00-99,19 % 25 % 00,00-98,99 % 30 % 8 of 9

9 For and behalf of UNINETT For and on behalf of IPnett Signature:... Signature:... Name: Petter Kongshaug Name:... Title:... Title:... Date:... Date:... 9 of 9