Terms of Use

This Master Services Agreement (hereafter the “Agreement” or “MSA”) is entered into by and between as of ______________ (the “Effective Date”):

• Customer, a company incorporated under the laws of Country, with its registered office in City, hereafter referred to as “Customer”, for the purpose of this contract duly represented by <Full Name>, <Position>;

and

• SCloudX Networks, Inc., a corporation incorporated under the laws of Colorado with its business address in Denver (CO), United States of America, hereafter referred to as “SCloudX”

hereafter individually and collectively referred to respectively as “Party” and “Parties”.

1. DEFINITIONS

In these Conditions the following terms and phrases shall have the following meanings:

Affiliate: With respect to any Party, any legal entity controlling, controlled by or under the same control as such Party; where control (including, with correlative meanings, the terms “controlled by” and controlling) means the possession of the power to direct the management and policies of such person, whether through ownership interests, by contract or otherwise;

MSA: Master Services Agreement concluded between SCloudX and the Customer for the delivery of (a) Service(s);

Customer: The Party contracting with SCloudX as identified in the MSA;

Customer’s CPE: Customer’s Customer Premises Equipment. Any equipment other than SCloudX CPE that is used / provided by the Customer;

End Customer: The Customer’s customer

Confirmed Delivery Date:  Estimated date on which SCloudX plans to make the relevant Service available to Customer;

SCloudX: The SCloudX legal entity as identified in the Agreement;

SCloudX’s CPE: SCloudX Customer Premises Equipment. Any equipment as part of a Service provided and installed by or on behalf of SCloudX;

NRC: Non-Recurring Charges;

MRC: Monthly Recurring Charges;

Initial Term: Minimum contract period for the Service to be provided is twelve (12) months unless defined otherwise in the SOF;

Parties: Parties shall collectively refer to SCloudX and the Customer;

Renewal Term: Contract period following the Initial Term for which a Service is renewed as defined in the SOF

RFS: Ready For Service. Status of a Service Order when it is ready to be used by the Customer, and when the billing starts;

Service: The services provided by or on behalf of SCloudX to the Customer under SOF;

Service Term: Individually and collectively the Initial Term and Renewal Terms, if any;

SOF: Service Order Form. Standard form (electronic or paper) for the ordering of Services;

Supplier: A supplier of network services used by SCloudX in order to deliver a Service.

2. GENERAL

2.1  Entire Agreement. Following annexes are attached to this Agreement and form an integral and inseparable part of this Agreement:

Annex A: Service Order Form(s);

2.2 Order of Precedence. In the event of any inconsistency between the main body of this Agreement and its annexes, the order of precedence shall be:

i. Annex A: Service Order Form;

ii. This main body of the Master Service Agreement;

Should any contradiction appear between the provisions of different documents, it is expressly agreed that those defined in the highest ranked document will prevail.

2.3 Applicability. The terms and conditions in this MSA shall apply to all offers, legal relationships and agreements under which SCloudX provides Services of whatever nature to the Customer. If any provision of the terms and conditions in this MSA is null and void or annulled, the other provisions of the terms and conditions in this MSA shall remain in full force.

2.4 No Exclusive Relationship. The execution of this MSA does not imply the establishment of an exclusive relationship between SCloudX and Customer.

2.5 Authorized Representatives. No variation, amendment, modification and addition to or cancellation of any provision of the terms and conditions in this MSA or SOF shall be effective unless agreed upon in writing by a duly authorized representative of Customer and SCloudX.

2.6 Ordering by Affiliates. Under this Agreement, Customer’s Affiliates are allowed to order directly with SCloudX. The Customer’s ordering and related billing entities (“Bill To Parties”) are provided below:

3. Service, Service Delivery

3.1 Service Term.  The services provisioned will have an initial term of twelve (12) months unless and otherwise specified in SOF, thereafter Service Term will be auto-renewed for successive periods of twelve (12) months as long as Services are being provided by SCloudX to Customer.

3.2 Providing Quality Services. SCloudX will (a) provide Services with due care and the skill of a competent provider of international telecommunications services, (b) ensure that the goods supplied as part of the Services are reasonable fit for the purpose for which they are supplied and (c) endeavor to provide, but not guarantee, the provision of continuous fault free services.

3.3 Delivery Date of the Service. SCloudX shall use all reasonable endeavors to ensure that the RFS date falls on or prior to the Confirmed Delivery Date.

3.4 Late Delivery. If the RFS date is delayed due to reasons attributable to the Customer, SCloudX in addition to what is stipulated in Clause 3.9, reserves the right to start billing for the service on the Confirmed Delivery Date.

3.5 Problem in the Customer Network. If SCloudX is requested by Customer to address a problem with a Service, which proves to be caused by a problem in the Customer’s network, equipment connected directly or indirectly to the SCloudX’s CPE or Customer’s Personnel, SCloudX reserves the right to charge all reasonable expenses incurred by SCloudX in resolving the reported problem.

3.6 Demarcation. Unless otherwise expressly agreed in writing between SCloudX and Customer, SCloudX shall not be responsible for assessing Customer’s space, facilities, computer and transmission capacity needs and the uses to be obtained there from or for the interoperability of the Services with equipment of Customer’s or the End Customer, or Customer’s services. Customer is solely responsible for the choices made with respect thereto. ScloudX will be responsible to deliver the services to the customer premises minimum point of entry. Customer will be responsible for internal wiring from ScloudX delivery point in customer premises.

3.7 Safeguarding Network Integrity. In order to safeguard the integrity of the network or provisioning of the Service(s), SCloudX may take measures and give instructions to the Customer that SCloudX considers necessary in order to prevent or correct deficiencies in the network or the Service and the Customer hereby agrees to immediately follow all such instructions or to allow SCloudX, or its sub-contractors access to any location to prevent or correct deficiencies as aforesaid.

3.8 Local Environmental Conditions and Power Standards. It is the Customers responsibility to prepare and maintain the local environmental conditions and power standards in line with industry standards, both in preparation for the delivery of the service and for the duration of the service. As part of this responsibility the Customer needs to provide power (sockets) to SCloudX at the End Customer premises when and where required.

3.9 Returning SCloudX’s CPE at end of Service Term. Following the end of the Service term, the Customer and / or End Customer will cooperate with SCloudX and / or its Suppliers to have any SCloudX CPE, which has been placed at the Customer’s and / or End Customer’s premises, collected and returned promptly. If the SCloudX CPE is either not returned or returned in damaged condition then ScloudX will charge one time hardware cost within fifteen (15) days of disconnection

3.10 Additional Charges. An additional charge may be added to the Non-Recurring Charges (“NRC”) if installation is delayed, postponed or fails due to a responsibility of the Customer, including but not limited to; no access to the premises, incorrect/missing internal cabling and/or power facilities and wrong environmental conditions.  If delay attributable to customer is more than fifteen (15) days then ScloudX will start billing the services from RFS Date.

3.11 Regulatory Compliance. The Customer is responsible for ensuring that the End-Customer complies with all local regulatory provisions.

3.12 Feasibility. Availability of a service can only be guaranteed after the ordering of that service and a feasibility check has been completed. A positive check available prior to ordering does not guarantee that the service with the ordered speed can be provisioned. SCloudX will notify the Customer in such cases and endeavor to provide an alternative if possible.

4. TAXES, GOVERMENTAL CHARGES

4.1 Applicable Taxes. Applicable Taxes means all taxes, levies, fees, imposts, duties, charges, surcharges, assessments or withholdings of any kind or nature levied or imposed upon Customer, arising from or relating to the provision by SCloudX of the Services to Customer (including, without limitation, sales, excise taxes, VAT, GST, universal service fees, any other FCC or state PUC fees, and any state or local utility or telecommunications taxes), together with any penalties, fines or interest (resulting from Customer’s failure to pay Applicable Taxes hereunder after being invoiced for such).

4.2 Service Charges. Service Charges mentioned in Quotes and SOFs, do not include Applicable Taxes, as applicable shall be extra, in connection with the provisioning of such Service.

4.3 Exemption Evidence. If Customer believes itself to be exempt from payment of or liability for any Applicable Taxes, and does not want to get invoiced for these Applicable Taxes, it must provide SCloudX with the relevant Certificate(s) demonstrating its eligibility for exemption.

4.4 Survival. Customer’s obligation to pay Applicable Taxes, if applicable, under this Clause 4 will survive the expiration or early termination of the Service Order Form (SOF) / MSA.

4.5 Change in Fees due to Regulatory Changes. SCloudX shall be entitled to vary the Fees at any time if there is a regulatory change which results in an increase in the costs to SCloudX or any other SCloudX Affiliate providing the Services to the Customer.

5. PAYMENT

5.1 Invoice. The invoice will have the applicable taxes on NRC and MRC charges. The Invoices are due monthly in advance. All invoices must be paid in US Dollars unless stated otherwise.

5.2 Applied Exchange Rates. Unless agreed otherwise, the actual NRC and MRC invoiced to the Customer are derived from the local in-country currency, multiplied by the local currency exchange rates (“Local Exchange Rate”) as provided by Open Exchange Rates (www.openexchangerates.org), on the date of invoice

5.3 Billing Principles. The following billing principles shall apply for Services unless otherwise expressly provided for in the Agreement:

i. Non-Recurring Charges shall be invoiced by SCloudX on the RFS date;

ii. Recurring charges shall be invoiced monthly in advance; and

iii. Usage-based charges and charges based on times and material rates shall be invoiced monthly in arrears.

5.4 Payment Term. All charges are payable within thirty (30) days of the invoice date without any set-off or deduction. SCloudX reserves the right to charge:

i. interest of three percent (3%) per month on all invoiced amounts which remain unpaid after such thirty (30) calendar days period, and

ii. all reasonable collection costs including but not limited to reasonable legal expenses.

5.5 Credit Allowances. All Service credit allowances payable to Customer shall be credited on the invoices within three (3) months following the request for such Service credit by Customer only if customer has raised the credit request within fifteen (15) days of event.

5.6 Disputes. Customer shall notify any dispute to SCloudX in writing, within fifteen (15) days of the invoice date. In case Customer withholds payment of undisputed amount then SCloudX shall be entitled to suspend the Services for which payment is withheld by Customer. SCloudX will resume such suspended services only after Customer releases the withheld payments. Customer shall continue to be liable for payment of Services during such Suspension period.

6. Duration, termination

6.1 Duration of the MSA. This Agreement is concluded for an Initial term of three (3) years, and will thereafter be renewed for successive periods of one (1) year as long as Services are being provided by SCloudX to Customer.

6.2 Terminating the MSA. This MSA may be terminated, subject to providing written notice of such termination to the other Party at least six (6) months prior to the termination date. All active services will continue to be governed under the terms of this MSA and Customer’s payment obligations will not be affected by the termination for as long as the services remain active.

6.3 Terminating Services. Unless agreed otherwise in the SOF, the Service may be terminated, subject to providing written notice of such termination to the other Party at least 90 (ninety) days prior to the termination date, such termination to be effective at the end of the Initial Term or at the end of a Renewal Term. If Customer terminates any part of the Services prior to the end of the then current term (Initial Term or Renewal Term), or SCloudX terminates this Agreement for Customer’s uncured material breach then Customer shall be liable for all accrued but unpaid charges incurred or credits received through the date of termination associated with the Services and any early termination fees being the Fees for the remainder of the full Initial Term or Renewal Term.

6.4 Material Breach. A Party shall be entitled to terminate a Service if the other Party materially breaches the obligations of the Agreement or SOF and fails to remedy such material breach within thirty (30) calendar days after receipt of written notice specifying the material breach and requiring it to be remedied. However,  SCloudX will have ninety (90) days of cure period to address any service related material breach provided customer sends written notice within fifteen (15) days of event. Customer will be responsible for any charges and obligation arising from termination.

6.5 Dissolve MSA and Discontinue Services. SCloudX shall be authorized, without serving notice of default and without recourse to the court, to dissolve the MSA with immediate effect and to discontinue the Service(s) if:

i. Customer has been declared bankrupt or has petitioned for bankruptcy;

ii. Customer and/or its Affiliates fail to pay any Outstanding Amount owed to SCloudX and/or any of its Affiliates (with reference to Clause 5.6) within fifteen (15) days after receipt of written notice requesting the same;

6.6 Suspending Services. SCloudX shall be entitled forthwith and without prior notice to suspend the provision of part or all of the Services and (where applicable) to disconnect, switch off, block access to and/or remove SCloudX’s CPE, including its data and / or cables, in the following occasions:

i. if and in so far as SCloudX is requested to do so by a governmental or regulatory authority, is required to do so to comply with a change in statutory or regulatory requirements (or enforcement thereof) or is required to do so pursuant to an order of a court;

ii. if the quality or availability of Service(s) provided by SCloudX to other customers is, or is threatened to be, adversely affected by the conduct of Customer or its Personnel or by its equipment or cables.

iii. if the safety of persons or property is (or is threatened to be) adversely affected by the conduct of Customer or its Personnel

iv. in case of an emergency.

Customer shall be obliged to pay all Fees payable throughout the period of suspension as referred to this Clause.

6.7 Lifting the Suspension. The suspension referred to in Clause 6.7 shall be lifted within five (5) business day after the grounds giving rise to the suspension have ceased to exist. SCloudX shall then be entitled to claim, and Customer shall pay upon demand, any reconnection charges incurred by SCloudX when lifting the suspension and resuming the provision of the Service(s).

7. Warranties, LIMITATION OF LIABILITY, INDEMNIFICATION

7.1 Warranties. SCloudX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SCloudX makes no warranty that the Services will meet the Customer’s requirements, nor that the Service(s) will be uninterrupted, timely, secure, or error free. No advice, information, or expectation, whether oral or written, obtained by Customer through use of the Service shall create any warranty not expressly made herein.

7.2 Limitations of Liability. Subject to Clause 7.3 and with the sole exception of intentional misconduct, a Party shall under no circumstances be held liable for any indirect loss, damage or expense, including, without limitation, loss of profits, revenues, goodwill, management time or anticipated savings or any other form of indirect or consequential damages resulting from such Party’s failure to perform its contractual obligations and/or arising from any negligent conduct in connection with such performance and/or arising from or in connection with any unavailability, delay, interruption, disruption or degradation in or of the Services, nor for any loss, destruction or degradation of information. SCloudX, IT’s directors and employees shall under no circumstances be held liable for any action and/or omission of its Suppliers.

7.3 Intentional misconduct and gross negligence. With the sole exception of intentional misconduct and gross negligence and without prejudice to any limitation of liability contained elsewhere in this MSA or in any other contractual documents:

i. SCloudX annual aggregate liability to Customer for failure to perform its contractual obligations and/or arising from or in connection with any unavailability, delayed delivery, interruption, disruption or degradation of the Services, shall in all circumstances be limited to an amount equal to the sums paid by Customer to SCloudX for the affected service(s) during one (1) month period; and

ii. Customer’s aggregate liability to SCloudX arising from any such breach or failure and/or arising from any negligent conduct or otherwise, resulting in damages to physical property, is limited to the signed Total Contract Value (“TCV”).

7.4 Indemnification. Customer agrees to defend, indemnify and hold SCloudX, and its Personnel harmless from any and all liabilities, costs and expenses, including reasonable legal expenses, resulting from or relating in any way to third-party claim, demand, action or proceeding that arises out of this Agreement including but  not limited to in relation to:

i. The use of the Services or the placement or transmission of any materials on the Internet by Customer or End Customer or End User;

ii. The acts or omissions of Customer or End Customer or End User, in connection with the installation, maintenance, presence, use, modification or removal of equipment, or software;

iii. Any claims by third parties howsoever arising out of services that will be provided by Customer to such third parties using the Services, or out of any false or misleading representations made by Customer with respect to the Services of Customer’s relationship with SCloudX;

iv. Claims for infringement of any third party proprietary right, including copyright, patent, trade secret and trademark rights, arising from the use of any services, equipment and software not provided by SCloudX or of the improper use of services, equipment or software provided by SCloudX;

v. Compliance with any laws or regulations relating to data privacy, international communication and exportation of technical data arising out or in relation to utilization of the Services;

vi. any omission or non-compliance of Customer with any permit or exemption that may be required for the operation of the Services by the Customer; or

vii. any non-compliance of Customer’s CPE with applicable telecommunication industry standards.

7.5 Indemnification procedure. The indemnity in Clause 7.4 is contingent upon: (i) SCloudX promptly notifying the Customer in writing of any action or other proceeding which may give rise to a claim for indemnification hereunder; unless such failure to promptly notify does not materially prejudice the claim; (ii) the Customer being allowed to control the defence and settlement of such claim; and (iii) SCloudX reasonably cooperating with the Customer (at the Customer’s expense) in providing information relevant to the defence or settlement of a claim. SCloudX shall have the right, at its option to participate in the defence of any action or proceeding through counsel of its own choosing.

7.6 Reporting. Any alleged failure by SCloudX to perform its contractual obligations and any damage arising from or in connection with any unavailability, delay, interruption, disruption, degradation of the Services or negligent conduct of SCloudX shall be reported in writing to SCloudX within fifteen (15) calendar days of the event. SCloudX shall not be liable for any such failure or damage that is not reported by Customer within this period.

8. force majeure

8.1 Force Majeure Events. SCloudX shall not be held liable for failure to perform any of its obligations (with the exception of the obligation to make payments) under this MSA if such failure is caused by or arises as a result of an event of force majeure including, but not limited to, the following examples (provided these examples were not caused or made possible due to the negligence of such Party): fire, flood, strike, cable or fibre cuts, lightning, prolonged general power outages, acts of God, changes of the regulatory environment, acts of governmental or military authorities, pandemic, civil unrest, terrorism and war.

8.2 Notification. SCloudX shall as soon as reasonably possible, notify the Customer about the occurrence of such event and the estimated extent and duration of its inability to perform its obligations under the Agreement.

8.3 Minimizing Effects. In the event of the occurrence of a force majeure event, SCloudX shall use all reasonable endeavors to minimize the effects of the force majeure event.

9. Confidentiality, Publications

9.1 Confidentiality. Each of the Parties warrants that all of the information received by the other Party, which is marked as confidential or reasonably can be assumed to be confidential (including but not limiting to SCloudX charges, price books, quotes and names of SCloudX suppliers), in nature shall remain secret for the entire duration of any Agreement and for a period of three (3) years thereafter, unless a legal obligation mandates disclosure of that information. The Party receiving the confidential information shall a) only use it for the purpose for which it has been provided; b) restrict disclosure of the confidential information solely to those employees of such Party and its Affiliates, officers, directors, representatives, agents, employees, contractors or consultants, with a ‘need to know”, and not disclose it to any other person or entity without the prior written consent of the disclosing party; c) advise all receiving party officers, directors, representatives, agents, employees, contractors or consultants with access to the confidential information of their obligations to protect the confidential information provided hereunder and the receiving party shall be liable for breaches of the Agreement by such persons.  Information shall in any event be considered confidential if it is designated by either of the Parties as such.

9.2 Non Applicability of Confidentiality. The obligation of secrecy referred to in Clause 9.1 shall not apply to information which:

i. is already in the possession of, or which is previously known to, the receiving Party at the time of its receipt from the disclosing Party, other than by breach of the present obligation of secrecy;

ii. is in or comes into the public domain other than by breach of the present obligation of secrecy;

iii. is obtained from a third party who is permitted to disclose such information, or has been generated by the receiving Party without any use of the confidential information received from the disclosing Party;

iv. is required by law, regulation or judicial order or the rules of a relevant stock exchange to be disclosed; or

v. is provided to the respective (legal) advisors, auditors or financiers of the Parties provided they are under the obligation to treat such information as confidential.

9.3 Publications. SCloudX may publicize the existence of the relationship between the Parties for the purpose of its marketing activities. Subject to the foregoing, neither Party shall make any press announcements concerning this Agreement or publicize this Agreement in any way without the prior written consent of the other Party.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Non-exclusive, Non-transferable License. Subject to the restrictions and terms set out in this MSA, SCloudX grants to Customer a non-exclusive, non-transferable license to use the software, equipment or other materials provided under or in connection with the Agreement on an ‘as is’ basis for internal purposes only and in so far as is necessary to utilize the Service(s) provided there under .

10.2 Property Rights. All intellectual or industrial property rights to any software, equipment or other materials, including documentation, provided to Customer under or in connection with the Agreement, shall solely be held by SCloudX or its suppliers and/or licensors.

10.3 Infringement of Other Parties Rights. SCloudX shall use all reasonable endeavors to ensure that the use by Customer of the software, equipment or other materials provided by SCloudX in connection with the Service(s) shall not infringe any third party’s property rights or intellectual property rights.

10.4 Infringement. If it is established by a court of law that Customer infringes any intellectual property right belonging to a third party as a consequence of an act or an omission of SCloudX, SCloudX shall take such measures as to ensure that the infringement is remedied and that Customer’s use of Service(s) is not affected or, if this, at the sole discretion of SCloudX, is not reasonably possible, terminate the Service(s).

11. Governing Law, Jurisdiction, dispute resolution

11.1 Governing Law. All Agreements between SCloudX and the Customer shall be governed by the laws of the Colorado, USA

11.2 Dispute Resolution. Any dispute concerning the implementation or interpretation of an Agreement that cannot be settled amicably between the Parties shall be finally settled by 1 (one) arbitrator appointed in accordance with the Arbitration Rules of the International Chamber of Commerce. The place of arbitration shall be in Denver, Colorado, United States, and the arbitration shall be conducted in the English language. This does not exclude the possibility for either Party to seek preliminary relief or the collection of any payment due to it and outstanding under any agreement from a competent court of law. In order to resolve the disputes expeditiously and make it cost effective, the parties shall conduct the arbitration online.

12. GENERAL TERMS

12.1 Entire Agreement. This Agreement, including any accepted Service Order(s) executed hereunder, constitutes the entire and final agreement and understanding between the Parties with respect to the Service and supersedes all prior agreements relating to the Service, which are of no further force or effect.

12.2 Amendment. This Agreement, and any Service Order, may only be modified or supplemented by an instrument in writing executed by a duly authorized representative of each Party. Each party will communicate to the other Party list of its representatives authorized to sign under this Agreement and such list can be amended from time to time at the discretion of each party.

12.3 SCloudX End Customer’s agent. It may be necessary in certain jurisdictions, e.g. for regulatory or licensing, or tax reasons, for the End Customer to obtain the Service, or part of the Service, directly from a third party service provider pursuant to a separate agreement. Where SCloudX manages such agreement on behalf of the End Customer, it will only do so as an agent of the End Customer and will not assume any liability under such agreement.

12.4 Survival. The provisions of this Agreement that by their nature are meant to survive the expiration or termination of this Agreement shall survive the expiration or termination, cancellation or expiration of this Agreement.

12.5 Relationship of the Parties. The relationship between the Parties shall not be that of partners, agents, or joint ventures for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including, without limitation, for federal income tax purposes.

12.6 No Waiver. No failure by either Party to enforce any right(s) hereunder shall constitute a waiver of such right(s).

12.7 Third Party Beneficiaries. This Agreement shall be binding upon, inure solely to the benefit of and be enforceable by each Party hereto and their respective successors and assigns hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any third party right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.8 Assignment.  Neither Party may assign this Agreement in whole or in part without the prior written consent of the other Party; provided however, that either Party may assign this Agreement in the event of a merger or sale of all or substantially all of its assets.

12.9 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.

In witness whereof SCloudX and the Customer have executed this Contract by authorized representatives of the Parties in twofold.

Annexure A

Terms and Conditions

This customer service order is subject to the SCLOUDX general terms and conditions (GTC) for data services. This service order and the GTC together constitute a single agreement. This service order shall not be modified or amended except in writing signed by the respective authorized representatives. In the event of any conflict between this service order and the GTC, this service order shall control the agreement.

1. ScloudX Networks will install the service in the Customer will be responsible for the extension of the demarcation to the Customer Telco Room / Suite.

2. All Internet orders will include a /30 IP block unless otherwise agreed in writing. Any additional IP addresses required may have an additional charge.

3. ScloudX Networks will provide customer with advance notice of any applicable construction charges After order placement and subsequent site Customer shall have the option to terminate service to that location without incurring termination charges in writing within 7 days of notice of such cost.

4. This Agreement shall have a contract term as specified in the order form beginning on the date that the Service is activated for Customer (the “Start Date”), until terminated in accordance with the remaining terms of this Following the initial Term, this Agreement will automatically renew on each anniversary of the Start Date, for successive 30days terms (in each case, a “Renewal Term”), unless and until terminated in accordance with the remaining terms of this Agreement.

5. The service disconnection notice period will be

6. ScloudX networks will provide 48hours window for service acceptance once service is handed over by ScloudX Billing will commence after the acceptance window unless until customer comes across any service issue which ScloudX network needs to fix.

7. The one time install fee is due at service acceptance and Monthly fee is charged on a monthly base in advance and payment is due within 30days after receipt of the The Service Provider is entitled to stop the Service if the Customer falls behind more than two months with invoice payments. All the banking charges are for the expenses and responsibility of the payer. The Parties agree that the payment is in USD.

8. Any billing disputes must be submitted to Supplier within thirty (30) days of receipt of the first invoice. Else the supplier has no obligation to entertain it.

9. This Service Order is valid for 30 calendar days from the date of All offers are subject to survey and contract. prices are based on the technical configuration described within the Service Order, and changes to your requirements may result in the need to agree a revised price with you.

10. Prices exclude local taxes and VAT/GST.

Fees and Surcharges

Below is a listing of fees and surcharges which may appear on your SCloudX invoice, as applicable.