DBInsight Pty Ltd ACN 162 895 721.

Date: 19th March, 2014

These are the standard terms and conditions of supply of the DBInsight SQLRDS products and services offered by DBInsight SQLRDS ("the Service" or "We"). These terms apply to you as a user of the Service ("Customer" or "you"). Please read these terms and conditions carefully.

1. SQLRDS Service

1.1 We will assign the Customer a logon name and password which will provide you with access to the DBInsight SQLRDS Client Portal (which is used by you to purchase various features of your Service). If you downgrade your Service to one of a lesser value, you may be charged a downgrade fee.

1.2 We will assign the Customer a logon name and password which will provide you with access to the DBInsight SQLRDS Monitoring Portal (which is used by you to view your SQL Server’s status, system health and performance information).

1.3 For Cloud or Hosted deployments, you create an account with your Cloud provider and then select either a Windows + SQL Server virtual machine instance or a Windows virtual machine instance with a Bring Your Own SQL Server licence. The Customer is responsible for the hosting fees associated with the provisioned servers.

1.4 For SQLRDS Standard, Plus, and Plus24 services, we will archive your data onto backup mechanisms on a regular basis. In the event of equipment failure or data corruption, we will restore from the last known good archive. The Customer must provide backup storage that is not physically shared with the database files. We will not be liable for incomplete, out-of-date, corrupt or otherwise deficient Customer Data recovered from our backups.

1.5 For SQLRDS Standard, Plus, and Plus24 services, the Customer may request a High Availability/Disaster Recovery Add-On option for their SQL Server databases in line with the SQL Server version and edition implemented by the Customer. DBInsight SQLRDS will implement, monitor and manage the HADR option selected by the Customer; and will assist in the failover to the secondary server in the case of primary server failure.

If you choose a high availability add-on option then you will need to provision a secondary SQL Server with the same SQL Server version and edition. Typically the secondary SQL Server will be provisioned in a different availability zone (data centre) but will be within the same virtual private network as the primary SQL Server.

1.6 You should deploy anti-virus software to protect your system program folders and files. The SQL Server folders and backup folders should be excluded from the Antivirus software. You agree that we will not be liable for any loss or damage resulting from the use of virus filters.

1.7 We must perform scheduled maintenance to SQL Servers from time to time. We will attempt to perform all scheduled maintenance at times which will affect the fewest customers. If scheduled maintenance requires the service to be offline for more than 30 minutes we will post details of the scheduled maintenance in the DBInsight SQLRDS Client Portal at least 48 hours in advance of the maintenance. Where we need to perform unscheduled maintenance, we will use reasonable efforts to provide prior notice before interrupting the Services. Where it is not reasonably practicable to provide prior notice of unscheduled maintenance, we will provide notice as soon as possible following the performance of the maintenance.

1.8 In contracting with DBInsight SQLRDS for Services, the Customer obtains no rights to the hardware and other infrastructure and facilities used by DBInsight SQLRDS to deliver the Service.

1.9 DBInsight SQLRDS reserves the right to nominate any resources it sees fit to execute project and support tasks, including sub-contracting other companies to assist with specialist technical skills.

2. Amendment Procedure

Monthly subscription contracts will roll on a monthly basis without notice to you. We will:

  1. send you an invoice on a monthly basis; and
  2. indicate if the invoice has been automatically paid or requires payment; and
  3. provide you the ability to cancel the service.
The Customer or DBInsight may terminate the agreement at any time by giving 30 days written notice. If we do not receive your cancellation advice, we will auto-charge the Service in order to ensure it continues uninterrupted. Your Service will be auto-charged for the same duration at the then current applicable charges published on DBInsight SQLRDS website located at www.sqlrds.com.

2.2 The Customer shall be required to prepay for any portion of the services (if any) that have not been paid for and are to be rendered during the final one month period of the agreement.

2.3 You must ensure that your contact details in DBInsight SQLRDS Client Portal are current at all times. We will use those contact details to notify you of anything which affects the Services and do not take any responsibility for any loss, damages or expenses you incur if we have been unable to contact you because you have not kept your contact details up-to-date.

2.4 We may vary these terms, the price we charge for any Service, or the terms of the operation of the Service, at any time by notice via the DBInsight SQLRDS Client Portal, by email or in writing. The changes will become effective upon publication of the notice. Where we vary the prices for Services, we will give at least 14 days notice of the change by the same means, and the new prices will apply at the end of that period. If you use the Service after that publication, your use will constitute an acceptance of the amended terms.

2.5 These terms constitute the agreement in its entirety and supersede prior agreements.

2.6 We may from time to time run promotions and make special offers of limited time duration ("Promotions"). All Promotions are offered subject to their terms and may be withdrawn or altered at DBInsight’s discretion. The terms of a promotion will override these terms to the extent of any inconsistency.

3. Payment

3.1 You must pay for the Service as notified to you by DBInsight SQLRDS in accordance with DBInsight SQLRDS's published prices for Services from time to time.

3.2 You must pay all Service charges and other amounts incurred by you or any designated users or incurred as a result of any use of your password (whether authorised or not) in accordance with the billing option selected and in advance. Where a billing option does not specify otherwise, all Service charges are payable within 7 days of the date of invoice (whether online or paper invoice).

3.3 You can pay monthly invoices automatically by clicking the PayPal Subscription button during the Complete Order process. Monthly invoices can also be paid via Visa/Mastercard credit card or via the PayPal standard payment method.

3.4 Prices published are exclusive of any government taxes or charges unless otherwise noted.

3.5 In addition you must provide and pay for all government taxes, duties and levies (if any) imposed on either you or us in respect of the Services or any other service or goods supplied.

3.6 You must pay all amounts billed in accordance with your billing option. No credit terms are given to Customers accounts. Upon registration of a credit card account, you give us authorisation to debit your credit card for all charges. Billing period is on a monthly cycle beginning when you register.

3.7 You authorise us to obtain from and give to credit reporting agencies and other credit providers certain information about you so that we may manage your account with us. This information may include personal details such as your name, address, date of birth, company details and address, credit history and creditworthiness, credit standing with us and credit capacity. We reserve the right to refuse your application for, monitor ongoing usage of, or restrict your access to the Services on the basis of our assessment of credit information relating to you. You are entitled to see and correct any credit information we hold about you. You also authorise us to exchange information about you and your account with us to our suppliers, agents and contractors, and use that information for account management and business planning.

3.8 You agree that you will be charged an account keeping fee of AU$3.50 per month. The account keeping fee will not be charged if you elect to make payment by debit credit card or your PayPal account. The account keeping fee will be charged per Customer account identified with a unique user ID. If a customer has multiple accounts with DBInsight SQLRDS, the account keeping fee will be charged on each account for which monthly invoices are issued.

3.9 No refunds will be given for unused portions of payments in advance unless the account has been terminated due to DBInsight SQLRDS's breach of these terms and conditions. If you terminate a rolling monthly subscription before the end of the month, you will be charged for the balance of the month.

4. Customer Warranties and Indemnities

4.1 You warrant that:

  • if you are not the Customer, you have the power and authority to enter into this agreement on behalf of the Customer and will indemnify DBInsight SQLRDS for any breach of this agreement by the Customer; at the time of entering into this agreement you are not relying on any representation made by us which has not been stated expressly in this agreement, or on any descriptions or specifications contained in any other document, including any catalogues or publicity material which we have produced;
  • you will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded by you onto or downloaded by you from the Server does not contain any computer virus and will not in any way, corrupt the data or systems of any person; you will keep secure any passwords used with the Service; and,
  • you hold and will continue to hold the copyright in the Customer Data or that you are licensed and will continue to be licensed to use the Customer Data.

4.2 You are solely responsible for dealing with persons who access the Customer Data, and must not refer complaints or inquiries in relation to such data to DBInsight SQLRDS.

4.3 You indemnify us against all costs, expenses, loss or liability that we may suffer (directly or indirectly) resulting from:

  • your breach of these terms;
  • your use or misuse of the Service;
  • the use or misuse of the Service by any person using your account; and,
  • publication of defamatory, offensive or otherwise unlawful material on any web site forming part of your service.

4.4 If your use of our Services involves storage, processing or transmission of or access to any credit cardholder data, you warrant that the tools, programmes, processes and technologies you use to do so comply with the Payment Card Industry Data Security Standard ("PCI Standard") which is available at https://www.pcisecuritystandards.org. If you breach this warranty, DBInsight SQLRDS may terminate this agreement immediately upon written notice to you (which may be delivered by email to the person identified in DBInsight SQLRDS Client Portal as your authorised contact, or by logged job), and without prejudice to any other rights it may have under this agreement or at law.

5. DBInsight SQLRDS's Warranties and Liabilities

5.1 DBInsight warrants to the Customer that:

  1. DBInsight is authorised to enter into this Agreement and able to perform each of the terms of this Agreement;
  2. DBInsight is suitably qualified to provide the Services;
  3. to the best of its knowledge each of the DBInsight consultants are suitably qualified to provide the Services;
  4. DBInsight holds all licences required or necessary to lawfully provide the Services;
  5. it shall provide the Services:
    1. with due care and skill;
    2. in accordance with the terms of this Agreement; and
    3. in compliance with all applicable laws and regulations;
  6. DBInsight maintains Professional Indemnity insurance and Public Liability insurance.

5.2 We do not warrant that:

  1. the services provided under this agreement will be uninterrupted or error free;
  2. the services will meet your requirements, other than as expressly set out in this agreement; or

5.3 Where the Customer is a Consumer (as that word is defined by the Competition and Consumer Act), we accept liability where: the Service is not supplied with due care and skill; any material supplied in connection with the Service is not reasonably fit for the purpose for which it was supplied; and as we are otherwise required to do so by the Competition and Consumer Act.

5.4 To the extent that the Service is not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited to, at our option, to the resupply of the services again; or payment of the cost of having the services supplied again.

5.5 Except as expressly provided to the contrary in this agreement, we exclude all liability for indirect and consequential loss or damage of any kind, loss or corruption of data, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this agreement and/or its subject matter.

5.6 Other than liability accepted by us in clause 5.3, our total liability for loss or damage of any kind not excluded by clause 5.5, however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this agreement is limited in aggregate to the fees paid by you for the Service in the previous 12 month period.

6. Suspension and Termination of Service

6.1 We may from time to time without notice suspend the Service or disconnect or deny your access to the Service:

  • during any technical failure, modification or maintenance involved in the Service provided that we will use reasonable endeavours to procure the resumption of the Services as soon as reasonably practicable; or
  • if you fail to comply with any provision in this agreement (including failure to pay charges due), or do, or allow to be done, anything which in our opinion may have the effect of jeopardising the operation of the Service, until the breach (if capable of remedy) is remedied.
  • Notwithstanding any suspension of any Service under this clause you shall remain liable for all charges due throughout the period of suspension.

6.2 If your account has been suspended or terminated due to your breach, reactivation of your account will be completely at our discretion. If we agree to reactivate your account, we will require:

  • payment in full of all outstanding amounts; and
  • payment of a reactivation fee.

6.3 DBInsight SQLRDS reserves the right to refuse to supply services to a potential customer who has previously had its account with DBInsight SQLRDS terminated for breach. In this clause, "potential customer" includes:

  • (if the potential customer is a corporation) its Related Entity or Related Party (as those phrases are defined in the Corporations Law); and
  • (if the potential customer is an individual) any corporation in which the potential customer was at the relevant time an officer or shareholder, or a Related Party of
  • a shareholder.

6.4 We may end our agreement with you and cease providing Services for any reason, on 30 days written notice to you.

6.5 You may terminate a Service by raising a Support Ticket in the DBInsight SQLRDS Client Portal. You will continue to be invoiced for all Services that remain in My Services of the DBInsight SQLRDS Client Portal. To close your account with DBInsight SQLRDS, you must provide notice to with DBInsight SQLRDS in accordance with the methods set out below.

  • by logged job in DBInsight SQLRDS Client Portal;
  • by letter or fax on company letterhead (if applicable) and signed by you or an authorised person; or
  • by email to SQLRDS@DBInsight.com.au from a listed DBInsight SQLRDS Client Portal contact, quoting the DBInsight SQLRDS Client Portal secret phrase answer.

The closure notice will take effect on the next billing date following the date of your notice. You will be required to pay charges for Services supplied up to the date on which the closure notice takes effect.

6.6 Neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its terms.

6.7 If your account is closed you must pay all outstanding charges immediately and we may delete all DBInsight SQLRDS Data/Utilities/Software from any storage media.

7. Confidentiality

Each party agrees not to disclose the other party's Confidential Information without its prior written consent.

Confidential Information includes, without limitation:

  1. all intellectual property;
  2. financial information (including pricing) and business information; and
  3. any other information designated in writing as "Confidential."

Confidential Information does not include:

  1. information that has become publicly known through no breach by Customer or DBInsight of these confidentiality obligations;
  2. information that is independently and lawfully developed or obtained without access to Confidential Information, as evidenced in writing;
  3. information required to be disclosed by law.

8. Publicity

The Customer agrees that, if the Customer has (or has had) a paid subscription to the Service, DBInsight SQLRDS may identify the Customer as a customer on the DBInsight SQLRDS’s Site or in the DBInsight’s customer list, blogs, and other public communications.

9. Intellectual Property Ownership

This Agreement does not transfer from the DBInsight to the Customer any DBInsight Technology, and all rights, title and interest in and to DBInsight Technology will remain solely with DBInsight. This Agreement does not transfer from the Customer to DBInsight any Customer Technology, and all rights, title and interest in and to Customer Technology will remain solely with the Customer. DBInsight and the Customer each agree that it will not, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to derive source code or other trade secrets from the other party and/or its third party vendors.

10. IP Ownership Definitions

10.1 Customer Technology "Customer Technology" means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

10.2 DBInsight Technology "DBInsight Technology" means DBInsight's proprietary technology, including DBInsight Services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by DBInsight or licensed to DBInsight from a third party) and also including any derivatives, improvements, enhancements or extensions of DBInsight Technology conceived, reduced to practice, or developed during the term of this Agreement by either party that are not uniquely applicable to Customer or that have general applicability in the art.

11. Alert Management and Support Requests

11.1 Default Alert Processing Configured The default alert processing consists of :-

  1. Alerts are sent to email addresses and/or SMS address (critical alerts only)
  2. 20 Alerts per 10 minutes is set as a limit by default
  3. Alerts are not resent if not acknowledged
  4. Users can acknowledge Alerts, however, some Alerts will clear based on re-polling and the rest of the Alerts will clear after 24 hours.
  5. By default there is only one level of escalation, i.e. alerts are sent to the user or user group assigned to receive the alerts for the host group
  6. Alert escalation can be enabled for the SQLRDS Plus options.

11.2 Critical Alert Definition Critical Alerts in general include :-

  1. Failure of a transactional SQL Server – The primary SQL Server service is down and there is no active SQL Server available to process transactions.
  2. A transactional SQL Server has stalled and no transactions are being processed.
  3. A manual failover to the DR site.
  4. A production database is out of space or inaccessible and is causing user transactions to fails.
  5. A business critical database function has failed.

12. Customer Support Requests

There are two options for the customer to request database support :-

12.1 The customer logs a support request using DBInsight SQLRDS Client Portal ticketing system. The ticketing system will then automatically email the support request to DBInsight’s support DBA.

12.2 Critical support requests can be initiated by calling DBInsight’s general number 1300 914 460. The requester will leave a brief support message with the operator, detailing the contact name and phone number, organisation name and a brief description of the support request. Upon receipt of the support request, the DBInsight operator will submit an email and SMS message to the DBInsight support DBA.

13. SQLRDS Support Service Levels

The table below describes the support service levels for each SQLRDS service option.

Support Service Item

SQLRDS Monitor

SQLRDS Standard

SQLRDS
Plus

SQLRDS Plus24

Support Timeframes

Mon-Fri
8:00am
to
5:30pm

Mon-Fri
8:00am
to
5:30pm

Mon-Fri
8:00am
to
5:30pm

Mon-Sun
24 x 7

Response Time for Critical Alerts

Same Business Day

4 Hours on Same Business Day

2 Hours on Same Business Day

1 Hour
on Same Day

Response Time for Non Critical Alerts

Next Business Day

Next Business Day

Same Business Day

Same Day

14. SQLRDS Service Responsibilities

The table below outlines the responsibilities of DBInsight (Us) and the customer (You) per SQLRDS service level.

SQLRDS Service Item

SQLRDS Monitor

SQLRDS Standard

SQLRDS Plus

SQLRDS Plus24

SQL Server Level optimised configuration

You

Us

Us

Us

Automated Database and Transaction Log Backup

You

Us

Us

Us

Windows/SQL Server patching

You

Us

Us

Us

Extend backup file retention for automated backups

You

Us

Us

Us

Automated Database Maintenance

You

Us

Us

Us

Deploy the Automated in-depth SQL Server monitoring

Us

Us

Us

Us

Deploy SQL Monitoring Web Portal to view alerts and performance data

Us

Us

Us

Us

Configure Automated daily alert report

Us

Us

Us

Us

Configure Automated weekly performance report

Us

Us

Us

Us

Configure SMS and Email SQL Server alerts

Us

Us

Us

Us

Configure High Availability

You

Us

Us

Us

Deploy database components e.g. Table changes, new indexes, stored procedures

You

You

You/Us

You/Us

Create new databases ##

You

You/Us

You/Us

You/Us

Restore databases for recovery

You

Us

Us

Us

Restore databases for development/investigation

You

You

Us

Us

Respond to alerts on backup failure

You

Us

Us

Us

Respond to alerts on database maintenance

You

Us

Us

Us

Respond to alerts on service down

You

Us

Us

Us

Respond to alerts on High Availability failure

You

Us

Us

Us

Respond to alerts on database configuration

You

Us

Us

Us

Respond to alerts on blocking locks

You

Us

Us

Us

Respond to alerts on performance threshold exception

You

Us

Us

Us

Respond to alerts on disk and/or database space exceptions

You

Us

Us

Us

Configure other applications on the server eg IIS

You

You

You

You

Built-in support hours per month &&

No

No

4 hours per month

8 hours per Month

 

At any stage you can contact DBInsight to attend to any of the items specified as "You", however, a charge will apply for the hours consumed.

Discounted 10, 20 and 40 Support hour blocks can be purchased to attend to items specified as "You" or to top up the monthly built-in support hours for SQLRDS Plus/Plus24.

&& SQLRDS Plus/Plus24 have built-in support hours per month that can be consumed to manage the environment, attend to all types of alerts and support requests. Unused built-in support hours are not accumulated/rolled over to the next month.

## DBInsight can create new databases if directed by the customer. This is recommended if you have chosen a high availability add-on