Schedule 2 of Part B - Cloud Services
Effective as of 31 January 2022
This Schedule applies only to Cloud Members.
1. Provision of Cloud Services
1.1 With effect from the applicable Order Form Effective Date, Contour shall provide to the Member, either directly or through Cloud Provider(s), the hosting services in respect of the Licensed Software as further detailed in the ‘Overview’ and ‘Hosting & Identity’ sections of the Support Handbook (the “Cloud Services“) in respect of the relevant Contour Identity.
1.2 Contour shall provide the Cloud Services with reasonable skill and care and in accordance with the applicable Cloud Service Levels.
1.3 Contour shall measure and make available at the Member’s request its performance against the Cloud Service Levels (including system-wide performance metrics upon request, but not including any information related to any other member of the Platform or other Third Parties), using appropriate measurement and monitoring tools and procedures to measure its performance accurately.
1.4 If Contour fails to provide any part of the Cloud Services in accordance with the Cloud Service Levels (a “Cloud Service Level Default“), Contour shall promptly:
1.4.1 investigate the underlying causes of the Cloud Service Level Default, and the Member shall provide all assistance and co-operation to Contour as reasonably requested from time-to-time;
1.4.2 in the case of a persistent Cloud Service Level Default, at the Member’s written request prepare and deliver to the Member a report identifying the Cloud Service Level Default;
1.4.3 use reasonable endeavours to minimise the impact of the Cloud Service Level Default and prevent it from recurring;
1.4.4 use reasonable endeavours to correct the Cloud Service Level Default and to meet the Cloud Service Levels as soon as reasonably practicable; and
1.4.5 advise the Member, as requested by the Member, of the status of remedial efforts being undertaken.
1.5 Service Credits.
1.5.1 Subject to Clause 1.5.2 of this Schedule 3, Part B, the Member shall be entitled to a service credit (“Service Credit“) in respect of any Cloud Service Level Default for each day that that Cloud Service Level Default persists, with the daily amount of such Service Credit being calculated as the applicable Cloud Services Fee divided by thirty (30).
1.5.2 The Member shall be entitled to Service Credits if:
(a) the Member has notified Contour of the relevant Cloud Service Level Default within fifteen (15) days after the end of the calendar month in which that Cloud Service Level Default occurred in accordance with the ‘Support Policy’ section of the Support Handbook and accurately providing all required information; and
(b) the Member is not in breach of any of the provisions of this Agreement.
1.5.3 Any Service Credits shall be applied against the next available invoice issued to the Member during the Agreement Term following the month during which the relevant Cloud Service Level Default occurred (or at Contour’s reasonable discretion, Contour shall set-off the value of any Service Credits against any outstanding or future Transaction Fees payable by the Member).
1.5.4 Service Credits shall be the Member’s sole and exclusive remedy and Contour’s only liability with respect to any and all Losses directly resulting from any Cloud Service Level Defaults.
1.6 Contour shall not be liable for any Cloud Service Level Default (and shall not be responsible for providing any Service Credits) where that failure was caused by a Relief Event or a Force Majeure Event affecting Contour, Contour’s Affiliates, a Subcontractor (including the Cloud Provider) or the Corda Network.
2. Use of the Cloud Services by the Member
The Member shall: (a) use the Cloud Services in accordance with, and (b) provide all necessary cooperation to Contour, and fulfil all of its obligations, as set out in, the ‘Overview’ and ‘Hosting & Identity’ sections of the Support Handbook.