TERMS OF SERVICE

FOR
CUSTOMER AGREEMENT FOR INTERNET DATA CENTRE SERVICES
AND SERVER CO-LOCATION FACILITIES

By placing your signature in the Customer Agreement for Data Centre Services (“Customer Agreement”), You agree to be bound by these Terms of Service provisioned by Dialog Broadband Networks (Private) Limited (bearing company registration no. PV 261, hereinafter referred to as “DBN”). You agree that DBN shall not be responsible or liable for any breaches of third-party agreements by any actions or operations done by You. These Terms of Service includes, and incorporates by this reference, the policies and guidelines referenced below. DBN reserves the right to change or revise these Terms of Service at any time by posting any changes or a revised Terms of Service on this Website/link without prior notice to You. The changed or revised Terms of Service will be effective immediately after it is posted on this Website/link. DBN encourages You to review these Terms of Service whenever You visit the Website/link to make sure that you understand the Terms of Service governing the Agreement. These Terms of Service do not alter in any way the terms or conditions of any other written agreement You may have with DBN for any other service/program. If You do not agree to these Terms of Service (including any referenced policies or guidelines), please immediately terminate Your provisioning of the services. These Terms of Service form an integral part of, and are incorporated into, the Customer Agreement.

For the purpose of clarity; “You/Your/Customer” shall collectively mean the Customer.

1. DEFINITIONS

“Agreement”	shall mean the Customer Agreement between DBN and the Customer comprising of these Terms of Service, Schedules, Annexures, Input Forms and any other documents expressly incorporated into this Agreement;
“Allocated Area”	shall mean the portion of the IDC made available by DBN to the Customer for the placement of the Customer Equipment and use of IDC services;
“Authorized Representative”	shall mean Your employees and representatives who are permitted by DBN as per Clause 2 of Annex 4 hereto;
“Confidential Information”	shall include all information relating to Parties including but not limited to information, knowledge or data of an intellectual, technical, scientific, financial, cost, pricing, commercial or marketing nature which is not in the public domain and in which Parties have businesses, proprietary or ownership interest or have a legal duty to protect, whether or not received from a third party in whatever form including but not limited to technical data/know- how, drawings, photographs, specifications, standards, manuals, reports, formulae, algorithms, processes, information lists, trade secrets, computer programs, computer software, computer data bases, computer development, processes, engineering techniques, strategies, customers (including any personal information and/or other non-public personal information about such customers and any list, description or other grouping of customers that is derived using any such personal information or non-public information), internal procedures, employees, business opportunity which are of confidential nature and which may be furnished by either Party during the period of this Agreement;
“Customer Equipment”	shall mean DBN permitted Customer owned equipment located at the Allocated Area;
“DBN Equipment”	shall mean DBN owned equipment located at the IDC;
“Effective Date”	shall mean the commencement date of this Agreement referred to in Schedule 1 of the Customer Agreement for Data Centre Services;
“Equipment”	shall mean DBN Equipment and Customer Equipment;
“Facilities”	shall mean services provided by DBN to the Customer at the IDC including the facilities set out in Annex 3 hereto;
“IDC”	shall mean the internet data center of DBN;
“IDC Representative”	shall mean designated personnel of DBN at the IDC;
“IDC Services”	shall mean the services obtained by the Customer as set out in Schedule 1 of the Customer Agreement for Data Centre Services hereto;
“Initial IDC Term”	shall mean the initial duration referred to in Schedule 1 of the Customer Agreement for Data Centre Services;
“Party”	shall mean DBN or the Customer individually;
“Parties”	shall mean DBN and the Customer collectively;
“Representative”	shall mean Authorized Representatives, Temporary Representatives and/or any other person representing the Customer including third party service providers to the Customer;
“Temporary Representative”	shall mean any representative of the Customer who is not an Authorized Representative

2. SCOPE

DBN to provide the IDC Services at the Facilities at its IDC located at the address(s) referred to in Section A of the Customer Agreement for Data Centre Services to You subject to the terms and conditions hereinafter set out.

3. DURATION

This Agreement shall be valid during the Initial IDC Term commencing from the Effective Date in the Customer Agreement for Data Centre Services and thereafter it shall automatically renew for successive periods of One (01) year until termination as per Clause 11 herein.

4. FACILITIES PROVIDED

• 4.1. The Facilities provided to You hereunder shall be as per Schedule 1 of the Customer Agreement for Data Centre Services.
• 4.2. You shall complete and hand over the list of Customer Equipment as per the format set out in the Customer Agreement for Data Centre Services hereto, to IDC Representatives prior to bringing or installing any Customer Equipment at IDC.
• 4.3. The Parties shall mutually agree and sign off the List of Customer Equipment and DBN Equipment as per the format set out in the Customer Agreement for Data Centre Services.
• 4.4. Any subsequent addition or removal of Customer Equipment by You, shall be subject to the terms and conditions referred to in Annex 3hereto.

5. CHARGES

• 5.1. The charges during the Initial IDC Term for provision of Facilitates by DBN to the Customer shall be as per Schedule 1 of the Customer Agreement for Data Centre Services.
• 5.2. Unless Parties revise and mutually agree for new charges at the expiration of the Initial IDC Term or any time thereafter, the charges referred to in the Customer Agreement for Data Centre Services shall continue to be applicable.
• 5.3. Notwithstanding anything to the contrary herein, You agree and acknowledge that DBN shall be entitled to increase the charges at any time in the event of an increase charges by the third party services providers including but not limited to electricity charges having provided reasonable notice of same to You except for any increase in price due to regulations of the Telecommunications Regulatory Commission of Sri Lanka.
• 5.4. The set-up fee referred to in the Customer Agreement for Data Centre Services hereto shall be a one-time charge only. The charges for the racks shall commence from the reservation of the Allocated Area by DBN or reservation of each rack space (as applicable), whichever is earlier.
• 5.5. You shall be invoiced at the end of each month for the Facilities provided during that month by DBN and You agree to settle all the invoices within Thirty (30) days from the date of receipt of invoice.
• 5.6. In the event at any time any particular invoice is not settled within the said period stipulated in Clause 5.4 herein, DBN shall be entitled to charge interest at the rate of Two per cent (02%) per month of the outstanding amount due and suspend provision of Facilities upon notification to You until such invoice is settled.
• 5.7. In the event of any revision to the electricity charges by the Ceylon Electricity Board (“CEB”) DBN shall notify You of such revision via e-mail. Such revisions shall not be applied on a monthly basis but shall be reflected in the billing cycle of the subsequent quarter.
• 5.8. The same quarterly revision policy shall apply to any changes in electricity prices resulting from variations in the Customer’s electricity consumption. All such adjustments, whether due to CEB revisions or usage fluctuations, shall be applied at the commencement of the next quarter.
• 5.9. Taxes
  • a. Where appropriate and legally required, all taxes applicable under this Agreement and/or on the payments made hereunder shall be borne or paid by the Party charged with the tax unless otherwise specifically agreed hereunto.
  • b. Prices set out in the Input Form for Internet Data Center and Services Terms of Service of the Customer Agreement is exclusive of taxes and levies and any such taxes and levies charged by DBN on the invoice as applicable shall be payable by the Customer. The Customer shall submit a valid proof of VAT registration with the Department of Inland Revenue for the purpose of obtaining a “tax invoice”.
  • c. In the event of any amendment to existing law or introduction of any new tax during the period of this Agreement, the parties hereto shall follow the provisions of such new or amending legislation from its effective date of application.
  • d. Where any payment made under this Agreement is subject to withholding tax (“WHT”), such Party shall make the necessary payments under this Agreement after deducting WHT and shall furnish necessary certificates to the other Party as proof of deduction, subject to submission of a direction by the Party receiving payment to the other. In the event, the WHT credits are denied by the Department of Inland Revenue on account of error, omission, mistake, misstatement and, or lapse compliance with the prevailing law on the part of the Customer, DBN retains the right to reclaim from the Customer such amounts deducted as withholding tax.
  • e. Each Party shall be responsible for obtaining necessary registration, directions and to fulfil their respective tax obligations including the filing and reporting obligations where appropriate and applicable. Neither Party shall suffer any additional tax, duty, levy, penalty on account of the failure or omission of the other Party to obtain such registration, waiver, direction or abide by obligations herein and each of the Parties hereby agree to hold the other indemnified and harmless against any such claims or penalties.

6. OBLIGATIONS OF THE CUSTOMER

• 6.1. Any issues and concerns that You may have regarding any matter or operations hereunder shall be formally informed to IDC Representatives and/or DBN designated personnel and not to any security personnel at the IDC or any other person.
• 6.2. In the event of incurring of any expense by DBN (including but not limited to legal costs) due to Your breach of any term herein, You shall immediately reimburse such sum to DBN on notification of same by DBN.
• 6.3. You agree to follow the terms and conditions in respect of access to the IDC Centre referred to in Annex 2 hereto.
• 6.4. You agree to follow the terms and conditions in respect of Customer Equipment and Allocated Area referred to in Annex 3 hereto.
• 6.5. You agree not to install corrupted files or any other similar software programs that may damage the equipment or property of another.
• 6.6. You agree not to harvest or collect information including email addresses and/or other user credentials of third parties
• 6.7. You agree not to not to create a false identity for the purpose of misleading other parties using IDC infrastructure.
• 6.8. The anti-bribery and anti-corruption clauses, sanctions, information security, network access and data protection clauses published at https://www.dialog.lk/legal are incorporated by reference and form an integral part of this Agreement. You acknowledge review of and agree to comply with these incorporated clauses as updated from time to time.

7. OBLIGATIONS OF DBN

• 7.1. DBN shall provide You all cabling required for installation of Equipment, up to the point of the Customer Equipment/rack (as applicable).
• 7.2. DBN shall make available a helpdesk service to the Customer Twenty-Four (24) hours a day, Three Hundred and Sixty-Five (365) days a year.
• 7.3. When planned maintenance of any Facility (which involves service down time or restricted access to Allocated Area) is to be carried out by DBN, You shall be notified of same at least Forty-Eight (48) hours in advance, except in case of emergency where such notification shall be given as soon as possible.
• 7.4. DBN shall provide adequate physical security to the IDC and shall keep the area allocated to You, locked up at all times.

8. RIGHTS OF DBN

• 8.1. DBN shall be entitled to disallow access to anyone whose details are not provided to DBN as per Annex 2 hereto.
• 8.2. You agree that in the event of breach of terms and conditions referred to in Annex 2 hereto by any Representative of the Customer, DBN shall be entitled to require such personnel to immediately leave the IDC.
• 8.3. In the event DBN has any doubt or concern regarding the authority of any personnel of the Customer seeking access to the IDC, even if such personnel be authorized by You, DBN shall be entitled to verify such authority prior to allowing access to IDC.
• 8.4. DBN shall be entitled to deny access to You at any time in the event of breach of any Clause herein pertaining to access to the IDC by You and/or any of Your Representative and/or Temporary Representatives.
• 8.5. In the event of any emergency resulting from fire, smoke, water leakage, electrical spark or any other such contingency in the Allocated Area, DBN shall be entitled to access the Customer’s Equipment and/or Allocated Area and carry out any act as deemed necessary by DBN at such situation.
• 8.6. In the event of Your non-compliance of terms and conditions referred to in Annex 3, DBN shall be entitled to disallow installation/removal until same is fully complied with.

9. EXCLUSION OF LIABILITY

You agree and acknowledge that;

• 9.1. DBN shall not be responsible for provision of any back up services/facilities to, or for the loss of any data of, the Customer;
• 9.2. DBN shall not be responsible for any services provided by third parties to the Customer Equipment;
• 9.3. DBN shall not be liable whatsoever for any consequence arising from the use of Facilities nor for any failure in Facilities where such failure/service interruption is beyond the control of DBN;
• 9.4. DBN shall not be liable for any losses caused to the Customer in the event the Customer’s internet protocols or public domains are blacklisted by global security vendors;
• 9.5. DBN shall not be liable for any installation or unlawful piracy act using DBN IDC Infrastructure;
• 9.6. DBN shall not be liable for any loss incurred whatsoever by the Customer due to any unlawful hacking using DBN connectivity and IDC infrastructure;
• 9.7. DBN shall not be liable whatsoever for any consequence arising from the use of Services nor for any failure in Services due to any negligence, willful act or omission of the Customer.
• 9.8. in no event shall DBN be liable to the You hereunder for any loss of revenue, business or profits; or for any incidental, indirect, special, exemplary or consequential damages.
• 9.9. To the extent DBN has any liability for direct damages under this Agreement, such liability shall not exceed an amount equal to the monthly fee paid by the Customer to DBN.

10. INDEMNITY

• 10.1. In the event any damage/loss is occasioned to DBN and/or DBN Equipment due to act, omission, negligence, willful act or any other fault of the Customer, its Representatives, Temporary Representatives, employees, agents, visitors, licensees, does contractors or anyone authorized by the Customer, the Customer shall indemnify DBN against such damage/loss.
• 10.2. the event any damage/loss is occasioned within the premises of DBN to any third party and/or their property including their equipment due to act, omission, negligence, willful act or any other fault of the Customer, its Representatives, employees, agents, visitors, licensees, contractors or anyone authorized by the Customer, the Customer shall indemnify such third party against such damage/loss – whether such party be a customer of DBN or otherwise.

11. SUSPENSION AND TERMINATION

A. Suspension

You agree and acknowledge that;

• 11.1. DBN shall be entitled to suspend the provision of Facilities to the Customer;
  • a. if the Customer has failed to settle invoices as per Clause 4 herein;
  • b. DBN has reason to believe that the Customer has caused damage to any DBN Equipment willfully, negligently or due to other fault of the Customer;
  • c. in the event DBN’s operation affecting fulfilment of its obligations herein is required to be discontinued due to Government regulations or operation of any law/regulation;
  • d. in the event of the occurrence of any circumstance beyond its control rendering continued provision of Facilities impossible or impracticable;
  • e. in the event the Customer uses the Facilities for any purpose which is unlawful, illegal or is prohibited by any authority;
  • f. if any unauthorised equipment is connected to the Equipment by the Customer.

B. Termination

• 11.2. Either Party may terminate this Agreement with immediate effect if the other Party breaches any of the terms herein contained and not cured within Thirty (30) days of notice of the said breach by the non-defaulting Party to the defaulting Party (unless otherwise provided for herein), unless such time period allowed for curing of the breach is further extended by mutual agreement.
• 11.3. Either Party may terminate this Agreement with Three (03) months’ prior written notice to the other Party.
• 11.4. This Agreement shall be automatically terminated if either Party ceases to operate for any reason.
• 11.5. DBN shall be entitled to terminate this Agreement with immediate effect in the event DBN’s operations relating to provision of Facilities or other services hereunder is required to be discontinued due to Government regulations or operation of any law/regulation.
• 11.6. DBN may terminate this Agreement in the event of occurrence of any circumstance beyond its control rendering continued provision of Facilities or other services impossible or impracticable.
• 11.7. On the expiry or termination of this Agreement;
  • a. where the Customer shall terminate this Agreement under Clause 11.3 herein and/or DBN terminates this Agreement under Clause 11.4 and/or Clause 11.2 herein due to a breach by the Customer, You agree to immediately pay early termination charges amounting to rental for three months of the unexpired period of the Initial Term or any other charges due to DBN;
  • b. all the outstanding sums shall be paid in full by the Customer to DBN immediately and until all the dues are fully settled by the Customer to DBN, the Customer shall not be entitled to access IDC, Allocated Area and/or Customer Equipment for any purpose;
  • c. subject to Clause 11.7.a and 11.7.b herein, the Customer shall remove all Customer Equipment within Thirty (30) days from expiry/termination of this Agreement. The Customer shall give at least Three (03) working days prior written notice to DBN giving the actual date of removal of Customer Equipment from IDC.
  • d. if the Customer fails to remove the Customer Equipment as per Clause 11.7.b herein, DBN shall be entitled to remove same and will not be liable for their safety whatsoever. Further, DBN shall not be responsible for any loss or damage to the Customer Equipment, data, software or any other tangible or intangible assets stored in / connected to the Customer Equipment;
  • e. upon suspension or termination of this Agreement, all the Customer Equipment shall be disconnected from electricity supply.
• 11.8. Termination of this Agreement shall not prejudice any rights and liabilities of the Parties already accrued at the date of termination.
• 11.9. Exercise of any right of either Party hereunder shall not prejudice its right to terminate this Agreement or to exercise any other right thereunder.

12. NOTICE

• 12.1. All notices, consents, waivers or other communications given hereunder shall be in writing and delivered by courier or registered post or email or sent by facsimile and shall be deemed received as per the times set out in this Clause below. All notices shall be directed to the addresses set out in Section C of the Customer Agreement for Data Centre Services (Details of the Agreement) hereto with a copy to such other person as either Party may from time to time nominate.
• 12.2. Either Party may vary the addresses referred herein in this Clause giving Seven (07) days prior notice in writing in the manner aforesaid to the other Party. All notices or communications under or in connection with this Agreement shall be in English.
• 12.3. Delivery of Notices
  • a. Notices sent by courier or registered post shall be deemed to have been received on the Third (03rd) day from posting.
  • b. Notices given by facsimile shall be deemed to have been received when transmitted provided that the sender shall have received a transmission report indicating that all pages of the notice has been transmitted successfully with the correct facsimile number, provided that if the transmission of such facsimile does not occur within business hours of a working day of the receiving Party, then the notice shall be deemed received on the following working day.

13. CONFIDENTIALITY

• 13.1. Either party obligations with respect to confidentiality of the Confidential Information hereunder shall be governed by the terms and conditions referred to in Annex 4 herein. (Non-Disclosure Terms and Conditions) hereto.
• 13.2. This Clause shall survive the expiry or termination of this Agreement.

14. ASSIGNMENT

Either Party shall not assign all or any part of this Agreement to any other party without prior written approval of the other Party.

15. WAIVER

No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any term or condition of this Agreement and no grant of any extension of time by either Party (whether with or without consideration thereof) shall be deemed to be a waiver of or in any way prejudice any right of either Party under this Agreement against the other Party. No waiver of any term or condition hereof by either Party shall be deemed to be a subsequent waiver of such term/condition or a waiver of any other term or condition.

16. FORCE MAJEURE

• 16.1. No Party hereto shall be deemed to be in default of any provisions hereof for any delay, failure in performance or interruption of services resulting directly or indirectly from an act of nature or military authority, acts of public enemy, civil disturbance, acts of war – whether declared or not, accident, act of Government or imposition of a rule/regulation by the Government, fire, explosion, earthquake, flood or any other natural disaster or any other event beyond the reasonable control of any party (hereinafter referred to as “Force Majeure Events”), provided the party facing such Force Majeure Event shall within Twenty Four (24) hours issue a notice in writing to the other party (a “Force Majeure Notice”) detailing the occurrence of such Force Majeure Event and its anticipated effect upon the performance of the Agreement. As appropriate the Force Majeure Notice shall also state any extension of time that is required by such Party and the details of any alternative method sought by such party to fulfill its contractual obligations under the Agreement and additional cost, if any, involved in such alternate method.
• 16.2. The Party receiving the Force Majeure Notice at its sole discretion, may agree with such extension of time, alternate method or agree to additional cost sought by the party sending such Notice. If such agreement is reached by the Parties, it will amount to a modification or amendment to the Agreement under Clause 18.1 hereof.
• 16.3. If the Force Majeure Event shall prevail for more than Three (03) months, the Party receiving such Force Majeure Notice may immediately after the said Three (03) months’ period, terminate this Agreement by giving the other Party notice in writing, notwithstanding any agreement reached by the Parties under Clause 16.1 above. Neither Party shall be liable to pay the other any damages upon such termination.

17. SEVERABILITY

In the event any provision of this Agreement including those relating to any limitations of liability or limitation on warranties is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

18. ENTIRE AGREEMENT

This Agreement constitutes the complete agreement between the Parties hereto and supersedes all prior or contemporaneous agreements or understandings or representations written or oral concerning the subject matter of this Agreement. This Agreement may not be amended except in writing signed by duly authorized representatives of each Party. No other act, document, usage or custom shall be deemed to amend or modify this Agreement. All headings herein are for the ease of reference only and shall in no way affect the interpretation of any provision herein.

19. APPLICABLE LAW AND SETTLEMENT OF DISPUTES

The Parties shall comply with, and this Agreement shall be governed and construed in accordance with the laws of Sri Lanka. If any dispute or difference whatsoever arises between the parties concerning matters relating to this Agreement or any provision thereof, the Parties herein shall use their best endeavours to resolve the dispute or difference amicably. Failing amicable resolution of such dispute or difference by the parties hereto the dispute or difference shall then be finally resolved by the Courts of Colombo.

20. WARRANTY OF AUTHORITY

The Parties hereto represent and warrant to each other that their authorized signatories are entitled to sign on their behalf and the rights and obligations of each of the Parties hereto shall be legally valid and binding and enforceable on them.

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ANNEX 1

FACILITIES

Other Facilities

1. Co-location space

• Environmentally controlled antistatic raised floor co-location space.

2. Power specifications

• Dual, Redundant UPS clusters with multiple battery strings.
• Redundant automatic transfer switches to transfer from utility to generated power in the event of a power failure.
• Redundant diesel generator with Seventy-Two (72) Hours of on-site fuel and refuel contracts for Twenty-Four (24) hour Three Hundred and Sixty-Five (365) days.
• Servers with dual power supply are recommended. In case of server with single power supply, the Customer shall bring a source transfer switch to support dual power sources.

3. Datacenter Connectivity

• Reachable through IP VPN

4. Co-location Security

• Secure Twenty-Four (24) hour Three Hundred and Sixty-Five (365) days biometric access to all co-location areas.
• Video surveillance for co-location areas with CCTV system.

5. Cooling Specifications

• Temperature and humidity control using precision AC machines.

6. Fire Detection/Suppression

• Ceiling and in-floor based fire detectors.
• Automated fire suppression system

7. Customer Support

• On-site Customer support via Network Operation Center (NOC) is available for Twenty-Four (24) hours Three Hundred and Sixty-Five (365) days

8. Server Monitoring

• Twenty-Four (24) hour Three Hundred and Sixty-Five (365) co-location facilities monitoring (ping monitoring only) by Network Operations IDC (NOC) staff subject to the server network being visible to DBN monitoring system.

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ANNEX 2

ACCESS TO THE IDC

• 1. The Customer shall be entitled to access the Equipment Twenty-Four (24) hours a day seven (07) days a week subject however to all terms and conditions herein pertaining to access to the IDC and any other term to be informed to the Customer in writing by DBN from time to time.
• 2. Authorized Representatives
  • a. On execution of this Agreement, the Customer shall provide DBN with a list of details of all personnel to be categorized as Authorized Representatives of the Customer who are authorized to access the Equipment, and it is expressly agreed that only the Authorized Representatives (i.e. of whose details are provided to DBN) shall be entitled to enter into the IDC and access the Equipment without prior notice to DBN.
  • b. When an Authorized Representatives requires access to the IDC, the Authorized Representatives shall give minimum of Thirty (30) minutes’ notice to DBN prior to accessing the IDC.
• 3. The Customer shall be entitled to amend the list of Authorized Representatives at any time with Seven (07) days advanced written notice to DBN.
• 4. Temporary Representatives
  • a. In the event a Temporary Representative requires access to the IDC, the Customer shall give minimum One (01) workings days advance notice including the name and the national identity card number or passport number of the Temporary Representative, to DBN in writing for DBN to allow such Temporary Representative to have access to the IDC and the Equipment. Any Special requests for immediate access in an emergency, shall be considered after proper justification only.
  • b. A Temporary Representative shall be entitled to access IDC only during the time period and the date specified by the Company.
• 5. Revocation of the Authority by the Customer
  • a. In the event the Customer revokes the authority of any Representative to access the IDC but fails to immediately notify same to DBN in writing, DBN shall not be responsible for whatsoever consequences accruing to the Customer resulting from access or attempted access to the IDC by such personnel. However, the Customer shall be responsible for indemnifying DBN against any loss, damage or other consequence accruing to DBN as a result of access or attempted access by such personnel.
• 6. Allocated Area
  • a. All the Representatives shall access only the Allocated Area to the Customer.
  • b. The Allocated Area shall be kept under lock by DBN at all times and the key to the said lock shall be kept at the security point of the IDC at all times. In the event the Customer requires this key for any reason, same shall be taken only on signing a log book maintained by DBN for movements of the key and on return of the key too, the log book shall be signed
  • c. The Customer shall not store and /or keep the following items in the Allocated Area;
    • Cameras of any type and camera phones
    • place any computer hardware or other equipment other than Customer Equipment
    • store any other combustible materials of any kind in the Licensed Area
• 7. Any visit to the IDC by the Customer shall not be more than Three (03) Representatives of which Representatives shall include at least One (01) Authorized Representative. Any Special requests will be considered after proper justification only.
• 8. All Representatives shall enter the IDC at all times accompanied by a IDC Representative who shall also be entitled to remain with the Customer’s personnel until he/she leaves the IDC
• 9. All Representatives shall enter in the IDC’s log book the time of entry to the IDC along with any other details required by DBN, sign the log book, produce a satisfactory form of identity and obtain a visitors pass which shall be worn visibly at all times of access to and presence in the IDC. They shall also sign the log book on leaving the IDC.
• 10. Any third party requiring access to the IDC to provide any service to the Customer’s Equipment shall fulfill the requirements to be categorized them as Temporary Representatives. DBN shall not accommodate any direct inquiries/requests/notification by such third parties.
• 11. The Representatives agree to adhere to and abide by all security and safety measures established by DBN at the IDC.
• 12. In the event DBN requires any Representative to leave the IDC at any time, such Representative shall so leave without any resistance physically or otherwise. Any concerns or clarifications regarding such request to leave or any request by the Customer to DBN to permit re-entry of the said Representative shall be made only by a designated officer of the Customer.
• 13. Subject to any urgent maintenance and critical work requirements of the Customer, DBN shall be entitled to restrict access to the IDC to any Representative in the event the IDC has been accessed by many other Customers of DBN. Any Special requests for access shall be considered after proper justification only.
• 14. DBN shall be entitled to amend at any time the conditions pertaining to access to the IDC provided advance notice of same is given to the Customer.
• 15. All tools and other items in the possession of the Customer’s authorized personnel shall be subject to scrutiny and security checks as deemed necessary and appropriate by DBN and any item that DBN may restrict at the IDC shall not be taken into the IDC.
• 16. The Customer shall ensure that the Representatives shall keep the Allocated Area clean and neat at all times.
• 17. The Customer shall ensure that the Representatives shall refrain from:
  • a. engaging in any activity that is in violation of the laws or aids or assists any criminal activity while at the IDC and/or using IDC facilities/services and/or in connection with the IDC;
  • b. misuse or abuse any IDC property/equipment or third party equipment;
  • c. make any unauthorized use of or interfere with any property or equipment of any other DBN customer;
  • d. harass any individual, including IDC Representatives and/or DBN customers;
  • e. Use of any photographic, video, film or such other device that produces, reproduces, retains or transmits images within the premises and the Allocated Area.
• 18. The Customer shall not bring any “Prohibited Materials” (as defined below) into the IDC. The Prohibited Materials shall include, but not limited to, the following and any similar items:
  • a. Food, drinks, illegal drugs, Alcohol and other intoxicants
  • b. Hazardous items/material
  • c. Boxes and other packing material
    • Tobacco products
    • Explosives and weapons
    • Electro-magnetic devices, which could unreasonably interfere with computer and telecommunications equipments
    • Radioactive materials
    • Photographic or recording equipment of any kind
    • Any other items deemed inappropriate at the IDC at the sole discretion.
• 19. Boxes and any packing material of any Equipment brought for installation in the IDC shall be removed from the Equipment and kept outside the IDC.

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ANNEX 3

CUSTOMER EQUIPMENT

• 1. The Customer Equipment at the time of execution of this Agreement shall be as per Schedule 1 of the Customer Agreement for Data Centre Services hereto.
• 2. Any additional Customer Equipment, in addition to the Customer Equipment referred to in Annex 1 hereto may be installed as may be mutually agreed and on receipt by DBN of a formal order from the Customer which shall also include an email approval along with the equipment details pursuant to a request made by an Authorized Representative. Such Equipment shall be subject to mutually agreed charges and the terms and conditions herein.
• 3. Any removal of the Customer Equipment shall be duly informed to DBN by completing necessary documents required by DBN.
• 4. The Customer shall give at least Three (03) working days written notice to DBN giving the actual date of bringing in or removal of Customer Equipment to / from IDC.
• 5. All servers installed by the Customer at the IDC shall be rack mountable or shall be installed inside the racks.
• 6. The Customer shall install the Customer Equipment in racks and such racks shall be lockable. In the event they are not lockable, even though DBN shall make all endeavours to ensure the safety of all Equipment contained in the racks, DBN shall not be responsible for their safety.
• 7. The Customer Equipment shall be located only within the Allocated Area and shall be either rack-mounted or rest on DBN provided fixed partitions. None of the Customer Equipment shall be stacked or rest on other equipment.
• 8. All maintenance of the Customer Equipment and their software shall be carried out by the Customer at its own cost, and DBN shall not be responsible whatsoever for maintenance or operation of the Customer Equipment.
• 9. Installation and/or removal of the Customer Equipment shall be done by the Customer at its own cost.
• 10. All procedures and documentation required to be adhered to by the Customer at installation and/or removal of the Customer Equipment shall be fully adhered to by the Customer at every installation/removal. The procedures and necessary documentation shall be provided to the Customer by DBN from time to time as necessary upon request for same by the Customer.
• 11. The Customer shall not use Customer Equipment for any illegal, unlawful or immoral purposes
• 12. The Customer shall not tamper with, alter, move or obliterate any item at the IDC other than the Customer’s own Equipment.
• 13. Any approvals required by the Customer – statutory or otherwise, to operate Customer Equipment hereunder, shall be obtained by the Customer.
• 14. All of Customer Equipment shall be installed, operated, configured and run at all times in compliance with the manufacturer’s specifications, including power outlet, power consumption and clearance requirements and the applicable laws.
• 15. All of the cables and wiring in the Customer’s Allocated Area shall be neatly labeled, wrapped and tied together in accordance to DBN IDC standards. In the Customer fails to do so, DBN shall be entitled to neatly wrap and tie such wires and cables and claim such cost from the Customer.

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ANNEX 4

NON-DISCLOSURE TERMS AND CONDITIONS

• 1. All Confidential Information acquired by either party from the other party shall be and shall remain the exclusive property of the party providing the said Information.
• 2. Either party shall apply security and disclosure standards in relation to the Confidential Information which are the same as the standards that it applies to its own most commercially sensitive information and to limit access to such Confidential Information to authorized employees who have a need to know the Confidential Information in order for the Parties to carry out Services herein and not to disclose such Confidential Information to others [including consultants, advisors and other entities and persons who are not full time, regular employees of the Customer] or authorize anyone else to discuss such Confidential Information with others without the prior written approval of the party providing such Confidential Information. Parties shall obtain express written undertakings from any person to whom Confidential Information is disclosed as stipulated in this Clause, that such persons shall preserve/maintain confidentiality of the Confidential Information notwithstanding termination or expiration of the term of employment, consultancy, advisory services or any other relationship including but not limited to that of authorized agency/distributorship or that as the principal of the party pursuant to which same was received.
• 3. To use such Confidential Information only for the purpose of provision of Services herein and to the fullest extent possible keep all Confidential Information separate from its own information.
• 4. To return promptly to the party owns such Confidential Information, or to destroy any copies of such Confidential Information in written, graphic or other tangible form at the request of the party owns such Confidential Information.
• 5. Notwithstanding the term hereof to treat all Confidential Information as confidential as provided herein.
• 6. Not to take any copies or make any summaries or transcripts of the whole or any part of the Confidential Information save as is strictly necessary for providing Services herein with the prior permission of the party owns such Confidential Information and that all such copies summaries and transcripts shall be deemed to be, and shall be clearly identified as being, Confidential Information.
• 7. Neither disclosure of Confidential Information nor this Agreement shall be construed as a license to make, use or sell the Confidential Information or products derived therefrom.
• 8. The obligations referred herein do not apply to Confidential Information which:
  • a. As shown by reasonably documented proof, was in either party possession prior to receipt thereof from the disclosure; or
  • b. As shown by reasonably documented proof, was received by the either party in good faith from a third party not subject to a confidential obligation to the other party; or
  • c. Now is or later becomes publicly known through no breach of confidential obligation by the other party; or
  • d. Is disclosed pursuant to a requirement imposed by a government agency or is otherwise required to be disclosed by operation of law, except that prior to any disclosure pursuant to this subsection, either party shall notify the other party and shall give the either party an opportunity to participate in objecting to production of the Confidential Information; or
  • e. Was developed by a party without the developing person[s] having access to any of the Confidential Information received from the other party; or
  • f. Is authorized in writing by either party to be released or is designated in writing by that party as no longer being confidential or proprietary.
• 9. Either party shall immediately notify the other party upon becoming aware of any disclosure to or of the possession of the Confidential Information by an unauthorized person.
• 10. Nothing contained in herein shall act to prevent either Party from concurrently or otherwise discussing or planning similar endeavours with any party other than the other Party. Neither Party shall discuss nor disclose in writing or by any other means to any third party, any information knowingly allusive to any Confidential Information.
• 11. It is agreed that a violation of any of the provisions of this Agreement by either party will cause irreparable harm and injury to the other party and that other party shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining the other party from doing or continuing to do any such act and any other violations or anticipatory violations of this Agreement.
• 12. Neither this Agreement nor provision of Confidential Information pursuant to either party shall be construed as an agreement, commitment, promise or representation by the other party to do business with the other or to do anything except as set out specifically in this Agreement.
• 13. Parties shall not make any public announcement or comment in relation to the Confidential Information or the Services herein, without the prior written consent of the other party.