Upon expiration of the initial term, we may offer you the option of renewing the Agreement for one or more additional terms having a fixed number of months. If you do not renew the Agreement for a fixed term, it will automatically renew for successive extended terms of three (3) months each unless and until one of us provides the other with at least ninety (90) days advance written notice of non-renewal. If you add service elements to the Hosted System by a subsequent agreement, we may use the word “coterminous” to describe the initial term of the subsequent agreement for those additional elements. If the term of an agreement is “coterminous,” the initial term of that agreement shall expire on the last day of the initial term of the agreement that initially established the Hosted System.
6.1 Your first invoice will include: (i) a Setup Fee (if applicable); (ii) a One Time Fee (if applicable); (iii) a monthly recurring fee; and (iv) a Pre Pay Service(s) fee (if applicable). The monthly recurring fee shall be prorated from the Service Commencement Date to the last day of the calendar month (subject to any free time as agreed between you and Rackspace). We may require you to make a payment ahead of the Service Commencement Date (an “Upfront Payment”). We will offset such Upfront Payment against the initial invoice(s) that we raise against your account. Following Service Commencement Date, the monthly recurring fee shall be billed in advance at the beginning of each calendar month. “Utility Fee”, which refers to those fees that apply to Services priced on usage, such as Virtual Machines, email and apps, bandwidth charges and overages, shall be billed monthly in arrears. If we agree to you prepaying for the whole or any part of the term, such prepay amount is exclusive of all Utility Fees. The term Utility Fees may be used interchangeably with the term “Non-Recurring Fees”.
6.2 If you use Rackspace’s virtualisation services, your virtual server(s) will be active on the Service Commencement Date. Following the Service Commencement Date you are responsible for managing the active or inactive status of your virtual servers via your MyRackspace portal. Rackspace will invoice you for your virtual service in arrears based on the number of calendar days in each billing period that your virtual servers are set to “active”. You will be charged a full day’s rate regardless of whether your virtual servers are set to “active” for a full or partial day.
6.3 Fees are due within five (5) days of invoice date. If you have arranged for payment by credit card or direct debit, Rackspace may charge your card or account on or after the invoice date.
6.4 If any amount is overdue by more than thirty (30) days, Rackspace may:
6.4.1 charge interest on overdue amounts at 1.5% per month;
6.4.2 suspend all Services, and services provided pursuant to any unrelated agreement, if you do not pay the overdue amount within four (4) Business Days of our written notice to your billing contact. You agree that if your Services are reinstated after a suspension for non-payment, you will pay a reasonable reinstatement fee.
6.5 In the event Rackspace brings a legal action to collect due to late payment of valid invoices, you must also pay Rackspace’s costs of collection, including reasonable legal fees, expenses and court costs.
6.6 If your payment is returned for insufficient funds, we may charge you an administration fee up to the maximum amount permitted by law.
6.7 All payments will be made in the currency in the Services Description at the exchange rate at the date of the invoice.
6.8 Invoices that are not disputed within one (1) year of invoice date are conclusively deemed accurate.
7. FEE INCREASES
7.1 Increase in Consumer Price Index. If during the initial term or any renewal term there is an increase in the Consumer Price Index as published by the National Office for Statistics over the Consumer Price Index reported for the month in which you signed your Agreement, we may increase your fees by the same percentage as the increase in the Consumer Price Index; provided that we may not increase your fees under this subsection more often than once per twelve (12) months, and we must give you at least thirty (30) days advance written notice of the increase. (Example: if the Consumer Price Index for the month in which you sign the Agreement is one hundred and eighty six (186), and then increases in a subsequent month during the term of the Agreement to one hundred and ninety five (195), we may increase your fees by up to 4.8%).
7.2 Increase after expiry of Term. If following the expiration of the initial term or any renewal term you do not sign a renewal of your Agreement, but continue to use your Services on a rolling three (3) month basis as described in Section 5 (Term) above, then we may increase your fees at any time by any amount, in our sole discretion, on ninety (90) days advance written notice.
8. TERMINATION FOR CONVENIENCE
You may terminate this Agreement for convenience at any time on ninety (90) days advance written notice.
9. EARLY TERMINATION FEE
If you terminate this Agreement for convenience or we terminate this Agreement for your breach, in addition to other amounts you may owe, you must pay an early termination fee equal to the total monthly recurring fees for the remaining portion of the then-current term. You will not be charged an early termination fee under this Section in the event you terminate this Agreement as part of an agreement to establish a replacement for the Hosted System in a different Rackspace service segment, even if the overall fees for the replacement system are less than those for the Hosted System, provided that the replacement system is the functional equivalent of the Hosted System.
You may resell the Hosting Services, subject to the provisions of Section 18 of the General Terms and Conditions. If you resell any part of the Hosting Services, you must require your customers to sign a written contract that includes the following:
10.1 An acknowledgement that such customer will abide by Rackspace’s Acceptable Use Policy found at: www.rackspace.co.uk/rackspace-home/legal/aup/ and shall have no rights against Rackspace in connection with the Hosting Services that you are reselling; and
10.2 If you are reselling Hosting Services that include Microsoft software, the Microsoft licence terms posted at http://www.rackspace.co.uk/legal/microsoft-license ; and
10.3 A prohibition against high risk use of the hosting services: “No High Risk Use. You may not use the [hosting services] in any situation where failure or fault of the [hosting services] could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, you may not use, or permit any other person to use, the [hosting services] in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or medical life support devices.” You may use a term other than “hosting services” in this clause, as appropriate to the language in your contract with your customers.
11. MANAGED BACKUP
Rackspace’s managed backup services are designed to facilitate restoration of data to the server or device from which the data originated in the event the primary data is lost or corrupted. The quality of your backup depends on how your data is organised. If you purchase managed backup services, we recommend that you test your managed backup service promptly following the Service Commencement Date, and then periodically, to determine if it is capturing your data properly. If it is not, we will work with you to maximise the accuracy of our managed backup service for your data and/or help you identify other data backup solutions that may work better for you. In the event your primary server or device hardware fails and is replaced, we may not be able to restore your backed up data exactly as it was configured on the failed device. If this risk is not acceptable to you, then we will help you identify other data solutions that are more reliable in this situation. The “retention” period for your backup refers to the amount of time that we will retain the backup in a useable form for restoration to the server or device from which it originated. If you wish to preserve your backup after the time that this server or device is decommissioned, you must make arrangements with us at least seventy-two (72) hours in advance of the scheduled decommissioning of the server or device. Database duplications or “cloning” for purposes other than a restoration of lost or corrupted data as described in this paragraph are not included as part of your managed backup service, but may be arranged as a Supplementary Service for an hourly fee. We may choose to use either tape or disk to collect your data, in our discretion. Provided that we do not impair the security or reliability of your backup service, you agree that we may from time to time test our backup systems, and may use copies of your data as part of these tests. We will treat duplicate data in accordance with the same security standards applicable to your backup service.
12. RACKSPACE DDOS MITIGATION
If you purchase Rackspace DDOS Mitigation, then the Rackspace DDOS Mitigation Addendum at www.rackspace.co.uk/legal/ddos_mitigation as of the date you sign the order or agreement for the Rackspace DDOS Mitigation service is part of the Agreement.
If you purchase the Rackspace SharePoint service, then the SharePoint Addendum at www.rackspace.co.uk/legal/sharepoint as of the date you sign the order or agreement for the SharePoint service are part of this Agreement.
14. MICROSOFT EXCHANGE (DEDICATED)
If you purchase Microsoft Exchange service on a dedicated server, then the addendum at www.rackspace.co.uk/legal/exchange/ as of the date you sign the order or agreement for the service is part of this Agreement.
15. DATA REPLICATION
If you purchase any services that involve data replication at a geographically separate site (such as our DNAS based replication) then the following applies to your use of that Service: the rate by which the data at the primary site can be transferred to the secondary site will vary depending on the amount and type of data, constraints inherent in your Hosted System, and fluctuations in bandwidth availability. Therefore, at any given time, the secondary site may not be completely up to date. In the event of a failover to the secondary site, the data that has not yet completed the transfer from the primary site will be lost. We may provide you with some guidelines on latency times based on our understanding of your data and system constraints, but these guidelines are not guarantees.
If we host a device that you own in our data centre, then the Colocation Addendum at www.rackspace.co.uk/legal/colocation/ as of the date you sign the order or agreement covering the colocation services is part of this Agreement.