Doc Classification: Company Confidential
UKCloud Order Form and Conditions of Contract
Effective Date
[]
Order Reference
[]
FROM:
Partner
[]
Partner’s Address
[]
Billing
Contact
and Address
“Partner”
Name: [ ]
Address: [ ]
Phone: [ ]
e-mail: [ ]
Principal Contact
Name: [ ]
Address: [ ]
Phone: [ ]
e-mail: [ ]
TO:
Supplier
Address
Account Manager
UKCloud Ltd
“UKCloud”
A8 Cody Technology Park, Ively Road, Farnborough Hampshire, GU14 0LX
Name: [ ]
Address: A8 Cody Technology Park, Ively Road, Farnborough, Hampshire
GU14 0LX
Phone: 01252 303300
e-mail: [ @ukcloud.com]
1. Term
1.1
1.2
Commencement Date
Expiry Date (if applicable)
2. REQUIREMENTS
© UKCloud Ltd, 2016
Document: UKCloud Order Form and Conditions of Contract (UKC-FRM-50) (R/R #62)
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Doc Classification: Company Confidential
Service
2.1
Digital
Marketplace
Service ID
Service Level
Initial Volume
Ancillary Services
[Use this section to describe ancillary services described in the pricing guide associated with the
services set out at (2) above]
2.2
Other Services
[Use this section, which may only be populated with UKCloud’s prior agreement, to describe any
products or services which are not covered in UKCloud’s standard Service Descriptions or Pricing
Guide]
3.
STANDARDS
3.1
Quality Standards
As described in the relevant Service Description
3.2
Technical Standards
As described in the relevant Service Description
4.
PARTNER RESPONSIBILITIES
4.1
Partner’s Responsibilities
[Insert Partner’s Responsibilities]
4.2
Partner’s equipment
[Insert Partner’s Equipment]
5.
PAYMENT
5.1
Payment profile and method of payment
Payment method: BACS
Indicate preferred payment profile by selecting one from:
5.1.1
Monthly in arrears
5.1.2
[other if applicable]
5.2
Invoice format
UKCloud shall issue electronic invoices monthly in arrears. The Partner shall pay UKCloud within
thirty (30) calendar days of receipt of a valid invoice.
© UKCloud Ltd, 2016
Document: UKCloud Order Form and Conditions of Contract (UKC-FRM-50) (R/R #62)
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6.
DISPUTE RESOLUTION
6.1
Level of Representative to whom disputes should be escalated to:
UKCloud: Alex Cable, Director of Sales
6.2
Mediation Provider
Centre for Effective Dispute Resolution.
7.
LIABILITY
7.1 The annual aggregate liability under this Call–Off Agreement of either Party for all defaults shall in
no event exceed the greater of £200,000 or one hundred and twenty five percent (125%) of the
Charges payable by the Partner to UKCloud during the year in which the liability arises.
8. Additional Terms
[indicate whether Annex B – Microsoft Additional Clauses, Annex C – PSN Additional Clauses, Annex
D – N3 Additional Clauses or Annex E- G-Cloud MISO Rebate apply]
9. Special Terms
[Only to be inserted if applicable and with UKCloud’s express prior agreement]
10. SETUP INFORMATION
Project Name (if applicable)
Primary Business Contact (B1)
Name
Office Phone
Position
Mobile Phone
Email
Out of Hours
Phone
Primary Technical Contact (T1)
Name
Office Phone
Position
Mobile Phone
Email
Out of Hours
Phone
Secondary Business Contact (B2)
Name
Office Phone
Position
Mobile Phone
Email
Out of Hours
Phone
© UKCloud Ltd, 2016
Document: UKCloud Order Form and Conditions of Contract (UKC-FRM-50) (R/R #62)
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Secondary Technical Contact (T2)
Name
Office Phone
Position
Mobile Phone
Email
Out of Hours
Phone
Client Specific Instructions
Default normal working hours contact
B1 / B2 / T1 / T2
Default out of hours’ contact
B1 / B2 / T1 / T2
Additional instructions
(e.g. do not call T2 out of hours)
Normal Working Hours
to
Out of Hours Period
to
Public Holiday Arrangements
11. SECURITY INCIDENT REPORTING
UKCloud undertakes to promptly report to its client details of the following incidents (or security
incidents), using the contact details provided by each individual Client in Section 9 of this document.
Each incident notification will include the UKCloud Ticket ID, which needs to be quoted by the Client’s
personnel or representatives when following up on the reported event.
Please note Section 8.2 of the UKCloud System Interconnect Security Policy (UKC-PO-27) requires
that each client remains responsible for the onward communication of any security incident which may
have affected their data or applications to their own respective external bodies (e.g. CERTs, WARPs,
CPNI etc).
11.1 Physical Environment Compromise
UKCloud will promptly report to affected clients details of the following incidents (or security incidents)
which affect one or more of UKCloud’s data centre environments:
 Actual breach of the data centre perimeter or premises perimeter
 Unauthorised access to the environment which holds client data
11.2
UKCloud Management Platform Incidents
UKCloud will promptly report to affected clients details of the following incidents (or security incidents)
which arise within (or affecting the correct operation of) the UKCloud Management Platform (the
“Platform”):



An outage to client solutions caused by the Platform
A DOS or DDOS attack which affects the correct operation of the Platform
An incident or security incident affecting the correct operation of the Platform which has been
identified and notified by UKCloud’s Protective Monitoring Service
11.3
Client Solution Incidents
UKCloud will promptly report to affected clients details of the following incidents (or security incidents)
which actually or potentially affect the security of one or more client solutions:
© UKCloud Ltd, 2016
Document: UKCloud Order Form and Conditions of Contract (UKC-FRM-50) (R/R #62)
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
An incident or security incident affecting the correct operation of the client solution, which has
been identified and notified by UKCloud’s Protective Monitoring Service
11.4
Event Reporting from Clients
In the event that a client suspects that an incident (or security incident) is affecting their solution, they
should immediately inform UKCloud by email to [email protected], providing as much information
as possible. UKCloud will confirm receipt of the client report, issuing a Ticket ID which should be
quoted in all subsequent communications on the subject.
12. UKCLOUD SYSTEM INTERCONNECT SECURITY POLICY (“SISP”)
The Partner confirms that the end user and Partner in receipt of the services set out in this Order
Form has read and agreed to comply with the UKCloud System Interconnect Security Policy (“SISP”)
BY SIGNING AND RETURNING THIS BOTH PARTIES AGREE that this Order Form is governed by
the terms of either the Master Services Agreement or the Channel Partner Agreement (to be deleted
accordingly) between UKCloud and the Partner.
For and on behalf of UKCloud:
Name and Title
Position
Signature
Date
For and on behalf of the Partner:
Name and Title
Position
Signature
Date
© UKCloud Ltd, 2016
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ANNEX B – MICROSOFT ADDITIONAL CLAUSES
1.
2.
3.
The Partner will ensure that any application provider and End User has valid Microsoft
Licensing using the Microsoft Mobility Programme.
Existing Licensing or SQL can be purchased through UKCloud.
Microsoft Operating System licensing may only be provided by UKCloud.
ANNEX C – PSN ADDITIONAL CLAUSES
1. UKCloud shall ensure that the Services are PSN Compliant Services if so specified
by the Partner on the Order Form;
2. UKCloud shall ensure, at its cost and expense, that any PSN Services that it supplies,
pursuant to this Order Form:
o shall have been awarded and retain at all times a PSN Compliance Certificate;
o are, and remain throughout the Call Off Agreement Period, PSN Compliant;
o are delivered in accordance with the applicable Code of Practice.
ANNEX D – N3 ADDITIONAL CLAUSES
1.
To connect to Health & Social Care ICT Network (“N3”) via UKCloud the Partner will be required
to fully adhere to the following requirements:
a)
(b)
To understand that UKCloud will only facilitate connections to the N3 network for those
Partners with which UKCloud has an existing direct contractual relationship, and subject
to all other conditions contained within this Annex D;
To understand that UKCloud will only facilitate connections to the N3 network from
Partner sites which are physically located within England. Connections to locations
within Scotland, Wales, Northern Ireland, the Isle of Man, and Channel Islands or
outside the UK will automatically be rejected;
(c)
To agree that any data made available over the N3 connection cannot be viewed,
processed or stored in any location outside of England. In addition, information shall not
be introduced into the N3 network from any location outside of England, nor shall the
N3 network be used to transmit any information outside of England;
(d)
To submit a completed and signed Information Assurance Governance Statement prior
to the enablement of each service, and at the annual renewal of that service thereafter;
(e)
To understand that failure to continually and fully comply with the Information Assurance
Governance Statement with respect to each NHS consuming organisation will result in
the prompt removal of N3 connectivity from that organisation;
(f)
To submit a valid business justification (including but not limited to physical site
locations, network traffic flows, access requirements, encryption approach) to UKCloud
prior to the initial enablement of each service, and at the annual renewal date of that
service thereafter. Such justification shall only provide access to services/sites which
are essential to the requirements of each specific NHS consuming organisation;
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2.
(g)
To submit a supporting statement from a recognised NHS consuming organisation, that
outlines the sponsorship for the Partner’s connection to the N3 network. This document
should be dated within the last 90 days, and its validity will be checked by UKCloud;
(h)
To immediately notify UKCloud’s Director of Compliance should the business
justification for any individual NHS organisation change in any way or no longer be valid;
(i)
To immediately notify UKCloud’s Director of Compliance if the NHS organisation which
sponsored each N3 connection ceases to be associated with the Partner;
(j)
To immediately notify UKCloud by telephone and email of any actual or suspected
incidents or security breaches which have or could impact upon the full, correct and
secure operation of the N3 network;
(k)
To fully comply with all UKCloud activities (including investigations) which are
associated with a reported incident or security breach;
(l)
To understand that as an aggregator to the N3 service, UKCloud reserves the right to
verify and/or audit the Partner’s submission and supporting evidence, which may be
undertaken remotely or on the Partner’s and/or NHS organisation’s site. The Partner
agrees to fully comply and co-operate with this activity, which will be subject to an
appropriate NDA and undertaken on mutually acceptable dates;
(m)
To promptly act upon renewal notifications received by UKCloud for each connection,
which include the re-submission of the IGT Toolkit, and re-affirmation of both the
individual business need and confirmation from the applicable NHS sponsoring
organisation;
(n)
To understand that failure to satisfactorily complete the re-submission in advance of the
stated deadlines will result in the prompt removal of N3 connectivity from the Partner;
(o)
To agree that any penalties imposed upon UKCloud as a result of misuse of the Health
& Social Care ICT Network under its control which can be attributed to the Partner will
be passed onto the Partner for payment.
UKCloud will:
(a)
Ensure that the Partner delivers N3 connectivity to each NHS organisation strictly in
accordance with the submitted business justification for that NHS organisation. Any
request to vary that business justification shall be treated as a new application;
(b)
Ensure that any information which the Partner transmits or receives across the N3
connection is appropriately encrypted, both at rest (before and after transiting the N3
network) and in flight (whilst transiting the N3 network).
ANNEX E G-CLOUD MISO REBATE
a) Where applicable, UKCloud agrees to rebate the Customer’s G-Cloud MISO charges as
applicable only to the Services being provided under the terms of this Contract.
b) The Partner acknowledges and agree that any claim for a G-Cloud MISO Rebate that
UKCloud reasonably believes to be misleading or fraudulent may lead to suspension of
the Services and/or termination of this Contract.
© UKCloud Ltd, 2016
Document: UKCloud Order Form and Conditions of Contract (UKC-FRM-50) (R/R #62)
Version 6.0
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