TERMS AND CONDITIONS OF SALE
1. Introduction
1.1. Definitions
1.1.1. CLIENT: The party that is purchasing the PRODUCT.
1.1.2. CLOUD PRODUCT: The Cloud Server that is being provided by ZERGAW to CLIENT.
1.1.3. Cloud Server (CS): Dedicated cloud hosted server that is hosted in highly secured and state-of-the-art datacenter of ZERGAW.
1.2. Purpose of the contract
1.2.1. The purpose of this CONTRACT is to provide the CLIENT with ZERGAW’s CLOUD PRODUCT that is listed and described in Annex A.
1.2.2. This CONTRACT governs the CLIENT’s use of the CLOUD PRODUCT.
2. Responsibilities of Parties
2.1. Responsibilities of ZERGAW
2.1.1. Setup the CLOUD PRODUCT as per the subscribed package and specification.
2.1.2. Setup and configure CLIENT's access to administer the CLOUD PRODUCT.
2.1.3. Provide basic CLOUD PRODUCT user technical training to the technical expert of the CLIENT.
2.1.4. Maintain the availability of the CLOUD PRODUCT as per the Service Level Agreement (SLA) in Annex B.
2.1.5. Secure the CLOUD PRODUCT as per the shared responsibility model in Annex C.
2.1.6. Provide technical support to the CLIENT for maintaining the availability and reliability, and security of the CLOUD PRODUCT.
2.1.7. ZERGAW is not responsible for licensing of operating system and software installed on the Cloud Server.
2.1.8. ZERGAW is not responsible for installing, configuring and managing application software that run on the Cloud Servers.
2.1.9. ZERGAW is not responsible for configuring and managing firewall and other security parameters inside the Cloud Servers.
2.1.10. ZERGAW is not responsible for installing operating system on the Cloud Server.
2.2. Responsibilities of the CLIENT
2.2.1. The CLIENT shall timely present all required information and contents for successful setup and maintenance of the CLOUD PRODUCT.
2.2.2. The CLIENT is responsible for the CLIENT-side connection to access the CLOUD PRODUCT and remains solely responsible for the availability, reliability, and security of its connection.
2.2.3. Secure the CLOUD PRODUCT as per the shared responsibility model in Annex C.
2.2.4. The CLIENT shall ensure that its use of the CLOUD PRODUCT and the content of its information PRODUCTS comply with all applicable laws, regulations, and policies of Ethiopia.
2.2.5. The CLIENT shall not engage in or encourage any illegal activities, including hacking, denial of PRODUCT attacks, spamming, transmitting or storing any illegal data, attempting to access unauthorized areas of the PRODUCT, or participating in any disruptive action against the CLOUD PRODUCT, as these activities may affect the operational integrity of the CLOUD PRODUCT.
2.2.6. The CLIENT shall not subscribe part or all of the CLOUD PRODUCT to any illegal blacklisting PRODUCTS of facility or any other illegal PRODUCTS provider.
2.2.7. The CLIENT shall not transfer part or all of the CLOUD PRODUCT for other individuals without the prior written permission of ZERGAW.
2.2.8. The CLIENT is liable for any violations of applicable laws in Ethiopia that result as a direct consequence of the use of the CLOUD PRODUCT.
2.3. Liability
2.3.1.1. Force majeure events.
2.3.1.2. The CLIENT's negligence or willful misconduct.
2.3.1.3. The CLIENT's use of the CLOUD PRODUCT in a way that is not in accordance with the terms of this CONTRACT.
2.3.1.4. The CLIENT's failure to implement and maintain appropriate security measures as per the shared responsibility model in Annex C.
2.3.2. The CLIENT agrees to protect and hold ZERGAW harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising in connection with the CLIENT's use of the CLOUD PRODUCT.
3. PRODUCTS
3.1. Service Level Agreement
ZERGAW shall provide the CLIENT with the CLOUD PRODUCT as per agreed and subscribed SLA in Annex B.
3.2. Price and Payment Schedule
3.2.1. The CLIENT shall pay ZERGAW the CLOUD PRODUCT fee as set forth in Annex A of this CONTRACT to initiate the deployment of the CLOUD PRODUCT.
3.2.2. Ongoing Payments
3.2.2.1. The CLIENT shall pay ongoing payments timely before the end of the billing cycle set forth under Annex A of this CONTRACT.
3.2.2.2. ZERGAW shall send to the CLIENT payment reminders and disconnection warnings at and after the end of the billing cycle.
3.2.2.3. ZERGAW disconnects the CLOUD PRODUCT if payment is not settled within one-month time from end of the billing cycle.
3.2.2.4. In case of disconnection, the CLIENT shall settle unpaid payments until the date of disconnection.
3.2.3. ZERGAW may update prices at the beginning of each Renewal Term.
3.3. Intellectual Property
All intellectual property rights in the PRODUCTS, including but not limited to copyrights, patents, trademarks, and trade secrets, shall be owned by ZERGAW. The CLIENT shall not acquire any intellectual property rights in the PRODUCTS by virtue of this CONTRACT.
3.4. Confidentiality
The PARTIES agree to keep all confidential information relating to the PRODUCTS confidential. Confidential information includes any information that is not generally known to the public and that is of a proprietary nature. The PARTIES shall not disclose confidential information to any third party without the prior written consent of the other party.
4. Dispute Resolution
The PARTIES shall resolve any and all disputes and misunderstandings arising out of or in relation to this CONTRACT amicably.
4.1. Notice
All notices and correspondences from one party to the other party shall be in writing in the Amharic or English language and shall be delivered in person or by registered mail.
4.2. Governing Law
This agreement is to implement the specified PRODUCT under Annex A of this CONTRACT and shall be governed by the Ethiopian Civil Code.
4.3. Indemnification
Both the CLIENT and ZERGAW shall indemnify, defend and hold harmless each party, its directors, employees, and agents from any action brought against them by any third party in connection with this CONTRACT and any other concerned laws of the country.
4.4. CONTRACT Termination
The CONTRACT may be terminated only due to one of the following conditions.
4.4.1. Either Party may terminate this CONTRACT by giving the other Party two months written notice.
4.4.2. ZERGAW may terminate the CONTRACT if a PRODUCT payment is not paid within two months after the expiry of the payment term period in Annex A.
4.4.3. ZERGAW terminate the CONTRACT due to any illegal activities through the CLOUD PRODUCT after providing immediate written notice.
4.4.4. In the case of a termination of this CONTRACT, the CLIENT is responsible for copying all relevant information and data within one month after termination notice. ZERGAW will not be liable for any data lost after one month from termination.
4.4.5. In case of termination, the CLIENT shall settle unpaid payments until the date of termination.
Annex B: Service Level Agreement
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Section |
Details |
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1 |
Subscribed PRODUCTS |
● Based On Client Requirement |
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2 |
Deployment Time |
● 8 Working Hours |
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3 |
Throughput |
● 2 Mbps |
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4 |
Availability |
● Uptime: 99.9% Quarterly (Without DR and frequent backup) ● Default backup: weekly |
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● Exclusions: Scheduled maintenance, Forced majeure events |
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5 |
Delay |
● Less than or equal to 100ms
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6 |
Support Response and Resolution Time (Basic Package) |
● We receive support requests 24/7 through call (9892, +251 932 414243), email (support@zergaw.com) and website (zergaw.com) |
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● First level response: Within 12 hours of receiving a support request |
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● Second level response: Within 24 hours of receiving a support request |
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● Third level response: Within 48 hours of receiving a support request |
Annex C: Security Shared Responsibility Model
To achieve success in utilizing ZERGAW's Cloud Infrastructure offerings, establishing a trusted relationship between the customer and ZERGAW is imperative. ZERGAW values transparency as a fundamental element in building customer trust, particularly in the realm of security. We are committed to assisting you in securing your product and safeguarding your customers' data throughout your journey with our infrastructure PRODUCT. You might be thinking, "My product is hosted on ZERGAW's infrastructure, so I'm ready to deploy, correct?" Almost. ZERGAW, as the infrastructure PRODUCT provider, is not the exclusive guardian of the data stored on our PRODUCTs. The protection of your customers' data is a collaborative effort among you and ZERGAW.
The Shared Responsibility Model (SRM) is a framework that clearly defines the responsibilities between a CLOUD PRODUCT infrastructure provider (ZERGAW, in this instance) and the customer (you) concerning the security of the cloud environment. ZERGAW is responsible for safeguarding the infrastructure itself, including physical security and securing the virtualization PRODUCTS provided. On the other hand, you are responsible for securing the assets within your cloud infrastructure. For instance, you are accountable for securing the operating system (OS) installed on your virtual machines and managing access permissions to your instances.
By embracing this shared responsibility, ZERGAW and its customers collaboratively contribute to creating a secure and resilient cloud environment. It is essential to understand and fulfill your role in this partnership to ensure comprehensive protection of your data and uphold the security of the overall cloud ecosystem. The Shared Responsibility Model is described as follows:
1. CLIENTS’s Responsibility:
1.1. Access control: This includes controlling access to the PRODUCT and customer data.
1.2. Data encryption: This includes encrypting customer data at rest and in transit.
1.3. Application security: This includes securing customer applications that use the PRODUCT.
1.4. Incident response: This includes responding to security incidents that affect customer data or applications.
2. ZERGAW’s Responsibility:
2.1. Physical security: This includes protecting the data centers and hardware that support the service.
Infrastructure security: This includes securing the network, operating systems, and other infrastructure components that run the service.