Terms and Conditions on Virtual Desktop
Version date 20/07/2015
Applications of Conditions
ubiDesktop Ltd ("the Supplier") shall provide the Virtual Desktop Hosting Services to the Customer and the Customer shall pay for the Virtual Desktop Hosting Services in accordance with these Conditions which shall govern the contract between the parties to the exclusion of any other terms or conditions whether proposed by the Customer, implied by law, trade custom, practice or course of dealing or otherwise.
There are a number of different configurations (Plans) of Virtual Desktops as set out online at www.ubidesktop.com. It is the Customer's responsibility to define in the Order the configuration and the operating system that will best suit their needs and expectations.
In the case the Customer chooses an operating system that requires a license, the Supplier, at its discretion, may request a proof of the Rights-To-Use license.
The Customer shall, at its discretion, notify the Supplier that they wish to subscribe to the VIP Service for an additional monthly cost, in addition to the Charges, subject to the Conditions set out in Appendix 1.
The Customer may, at its discretion, subscribe for the Automatic Backup Service, for an additional monthly charge, subject to the Conditions set out in Appendix 3.
The Customer may, at its discretion, adopt the Snapshot service, for an additional monthly cost, subject to the Conditions set out in Appendix 2.
The Customer may, at its discretion, subscribe for a public IPv4 address, localised in accordance with the physical location of the VD, for an additional monthly charge.
The Customer may, at its discretion, subscribe for a Dedicated CPU core for an additional monthly charge. In such case the VD will be pinned to a dedicated physical CPU HT core with no usage limit.
The Customer may, at its discretion, subscribe for Private Networking service for an additional monthly charge. This service enables VDs to talk with other VDs through a dedicated VLAN (Virtual LAN) in the same datacenter.
The Customer may, at its discretion, subiscrbe for Extended Cloud Drive for an additional monthly charge. In such case the available space of the attached Cloud Drive will be increased by 64 GiB.
In consideration for the payment of the Charges by the Customer, the Supplier shall provide the Customer with a Virtual Desktop on the Host Server, equipped with the dedicated resources (hard disk partitions, RAM and processor(s), network drive) specified in the Order.
Upon acceptance of the Order, the Supplier shall e-mail the Customer their access codes required to connect to the VD.
The VD provided by the Supplier has a fixed private IPv4 address behind NAT (network address translation), unless the case specified in 2.6.
Unless the case specified in 2.7, each Virtual Desktop is given “fair-share” CPU usage on the host server (node) and it is allowed to use at most an average of the 25% of the processing power on a six hours period.
When the VD exceeds the allowed CPU usage limit, the Supplier may temporary suspend the VD in order to avoid issues to other clients on the same node. The Supplier has no liability to the Customer for any losses suffered as a result of such suspension.
The Supplier is responsible for the administration of the Infrastructure, and for the administration of the Host Servers on which the Customer's VD is installed, but the Supplier has no responsibility for the administration of their Customer's Virtual Desktops and the Customer is solely responsible for administration of their VDs. The Customer may install software on the VD at their own risk and the Supplier accepts no responsibility for any subsequent malfunction of the VD which results from any such installation by the Customer.
The Supplier reserves the right, with or without notice to the Customer, to limit, filter, suspend or restrict features and protocols (such as IRC or peer to peer file sharing) of the VD to ensure the security of their infrastructure. The Supplier will use reasonable endeavours to inform the Customer of any such limitations or restrictions wherever possible.
The Supplier will guarantee the bandwidth of the VD according to the subscribed Plan, as long as the traffic of the bandwidth does not exceed the Plan set monthly volume. This monthly volume depends by the subscribed Plan and includes only the traffic outside of the ubiDesktop network.
When the monthly traffic volume exceeds the set monthly volume, the bandwidth of the VD will be limited to 10 Mbps until the next monthly renewal date.
The Host Server and the VD shall remain the property of the Supplier at all times. The Customer shall not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the VD except as provided for under these Conditions.
The Customer may upgrade the configuration of its Virtual Desktops by adding accessories or by switching to a higher Plan. Downgrading is not allowed.
When Switching occurs, the Customer is required to perform a full shutdown of the VD. In a few cases the VD may be temporary suspended to allow the migration to another node. The Supplier has no liability to the Customer for any losses suffered as a result of such suspension.
The choice of data centre or of the location of the Host Server is final and cannot be subsequently amended by the Customer.
The Customer is subject to the laws applicable in the country where the equipment is installed and the Customer will not use the VD for any purpose or activity except as permitted by such law. If the Customer breaches any of their obligations under this Condition, the Supplier may at its discretion, suspend the VD Hosting Service until such time as that prohibited activity or use ceases.
With regard to localised IP addresses, the Customer undertakes to not use the VD in any way that breaches the laws applicable in the country for which the IP address is declared. In the event of such use; the Supplier may, at its discretion suspend any localised address associated with the Customer.
Service Level Agreement
The Supplier will use its reasonable endeavours to ensure 99.98% availability of the Virtual Desktop Hosting Service.
Prices, Methods of Payment and Billing
The Charges payable by the Customer for the VD Hosting Service depend on the configuration of VD that the Customer has requested as set out in their Order. The prices for each configuration are as set out on www.ubidesktop.com from time to time. The prices expressed are exclusive of VAT and are payable in Euro, Pounds Sterling or US Dollar.
The Customer shall pay the Supplier the Charges in advance, upon placing the Order, and at the interval(s) specified therein and upon renewal of the VD Hosting Service, by credit or debit card, through our payment processor or by ubiDesktop Account
The Customer may carry out a Change of Base Power during the billing period which results in the Customer Switching to a higher configuration. In such a case, the Customer will be invoiced in accordance with the price applicable to the new configuration as set out on www.ubidesktop.com from time to time. This invoice will include the additional Charges due for the remainder of the billing period in which the Switching occured and will set out the Charges payable by the Customer thereafter from the date the Switching occured until the date of expiry of this contract.
If the Customer's ubiDesktop account is in credit for an amount higher or equal to the amount invoiced for the Switching under Condition 5.3 above, then the amount will automatically be debited from the Customer's ubiDesktop account.
If the ubiDesktop account is not in credit under Condition 5.4 above, the Supplier will debit the Customer by one of the methods of payment registered and associated to their ubiDesktop account.
If the Supplier is not able to debit the amount from the associated method of payment under Condition 5.5 above, the Supplier shall send an e-mail to the Customer requesting that payment for the unpaid invoice be paid immediately. If the Customer does not make this payment, the VD Hosting Service will be suspended by the Supplier until such payment is received.
Obligations of the Supplier
The Supplier shall provide the VD Hosting Services with reasonable care and skill and in accordance with best industry practice.
The Supplier shall provide the Infrastructure necessary for the provision of the VD Hosting Services.
The Supplier shall use its reasonable endeavours to ensure that:
the Host Server is administered and maintained in good working order and in accordance with best industry practice;
any defect, error or malfunction of the Host Server is remedied as soon as is reasonably practicable, and the Customer is informed immediately if such repair or replacement requires the VD Hosting Services to be suspended for any period;
any disruption to the VD Hosting Services which does not result from any breach of this contract by the Customer or any factor outside of the Supplier's control shall be rectified as soon as is reasonably practicable following a request from the Customer;
The Supplier shall use reasonable endeavours to inform the Customer by email as soon as reasonably practicable if due to any maintenance, repair or upgrade requirements the VD Hosting Services are to be suspended, such notice to include information about the likely duration of such suspension.
Liability of the Supplier
The Supplier provides the Customer with access to VD to allow the Customer to store data, materials and other information belonging to the Customer or their customers, and the Customer accepts full responsibility for such data, materials and other information. The Customer is solely responsible for the services and information on their Virtual Desktop, the Content of information transmitted, distributed or collected, their operations and updates, and all files, including address files and the Supplier has no responsibility or liability for the same.
Save for Personal Injury or death caused by the Supplier's negligence, fraud or fraudulent misrepresentation or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 the Supplier shall have no liability to the Customer under the Contract for any losses or liabilities resulting from any act, omission, fault or negligence of the Customer or the Customer's agents, sub-contractors or employees, whatsoever, in particular due to:
breach by the Customer of their obligations under the Contract, including (without limitation) any partial or total destruction of information transmitted or stored following errors attributable directly or indirectly to the Customer and any suspension or termination of access to the VD by reason of any breach by the Customer of their obligations under Condition 8;
malfunction of the VD or any relating losses resulting from any use of the VD by any employee or agent of the Customer or any other person to whom the Customer has provided the confidential password(s) provided to the Customer by the Supplier;
loss of or failure by the Customer to maintain the security of the confidential password(s) provided to the Customer by the Supplier, or any improper use of any such password(s);
failure by the Customer to take all necessary measures to backup their data in case of loss or damage for any reason whatsoever;
use of Content which is made available by the Customer to users;
other negligent act or omission of the Customer, including any failure by the Customer to follow the advice or recommendations of the Supplier, including (without limitation) any improper use of terminals by the Customer or the Customer's customers;
breach, infringement or negligent act or omission of a third party of which the Supplier has no monitoring control;
general deterioration of the application;
access to the VD by a third party without the authority of the Customer or other actual or suspected security breaches in connection with the VD Hosting Services which are outside the control of the Supplier;
act of piracy, viruses, worms, trojan horses or other harmful codes that affect or may affect the VD and/or the provision of the VD Hosting Services;
modification (or attempted modification) of the Infrastructure by the Customer or a third party not authorised by the Supplier;
downtime caused by routine or emergency maintenance, repair or upgrade to the VD Hosting Service which has been reasonably notified to the Customer in accordance with Condition 6.4;
failure of any network operators, and the Customer's service providers, to comply in whole or in part with any obligations relating to the operation of the Internet;
a force majeure act, event, omissions, non-events or incident outside the Supplier's reasonable control including but not limited to acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster.
The Supplier accepts no responsibility for any Content transmitted, distributed, collected or posted on or through the Customer's VD, or for the operation or updating of any files (including address files) containing such Content and, gives no guarantee regarding the security or preservation of such Content.
The Supplier reserves the right to suspend the Customer's access to the VD if the Customer's VD constitutes a danger to the maintenance of the security of the Infrastructure, particularly in cases of piracy of the Customer's VD, where a flaw is detected in the security system.
The Customer warrants that it has the power, authority and capacity necessary to enter into this Contract and to observe and perform their obligations under this Contract, including (without limitation) all necessary technical knowledge required to ensure correct administration of the VD and to back up the data stored on the VD.
The Customer shall read and comply with the documentation made available to the Customer by the Supplier relating to the VD.
The Customer shall take all reasonable care when using the VD, and shall be responsible for:
managing the VD. The Customer may not claim any reimbursement, replacement, or compensation from the Supplier if the VD is lost or damaged following a misconfiguration of the VD by the Customer;
any Content uploaded onto the Virtual Desktop and checking that it functions satisfactorily. the Supplier shall not be responsible for any failure of the Customer to upload the Content correctly, and shall not be responsible for providing support in relation to the control and operation of the Content;
the Customer's equipment, systems or software necessary for the management of the VD.
complying with all applicable laws and regulations concerning the Content, including (without limitation) their obligations under the Electronic Commerce (EC Directive) Regulations 2002 and the Privacy and Electronic Communications (EC Directive) Regulations 2003;
ensuring that the Content, hypertext links and any activity hosted on or conducted via the VD do not infringe any applicable laws, regulations or the rights of any third parties, including (without limitation) material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights such as personality rights, copyrights, patent rights, trademarks and other intellectual property right ("Inappropriate Content");
making regular backups of the Content from time to time.
The Customer shall not use, or attempt to use, the VD, or permit the VD to be used for port scanning, sniffing, spoofing or any similar activities and shall not send unsolicited emails, or spam, from the VD. Proxy services and Cardsharing (CCCam or similar activities) are not permitted on the VD.
The Customer shall use their best endeavours to ensure that all Content on the VD does not contain any viruses and/or other harmful code.
The Customer may not use the VD for the establishment of unlocking services with the purpose of allowing the downloading of files in large quantities onto the file hosting platforms.
The Customer shall arrange and pay for any licence that is required when using third party software on their VD.
The Supplier reserves the right to inspect the Customer's usage of the VD in order to verify compliance with the provisions of this Condition.
Measures for the prevention of spamming from the Supplier's Network
The Supplier shall implement a system of technical measures intended to prevent the dispatch of fraudulent emails and spam from its infrastructure.
Further to 9.1, the Supplier shall monitor outgoing traffic from the VD towards port 25 (SMTP server) on the internet, which shall involve monitoring traffic by means of automatic tools.
The outgoing traffic referred to in Condition 2 shall be monitored by the Supplier with a delay of a few seconds, rather than being filtered or intercepted. These operations shall be conducted by the Supplier in parallel between the Server and the internet.
The Supplier shall not conduct any tagging of e-mails, and shall not modify e- mails sent by the Customer in anyway whatsoever. No information shall be stored by the Supplier during these operations aside from statistical data.
The operation in Condition 2 shall be conducted regularly and in a fully- automated manner by the Supplier and the Customer acknowledges that no human intervention is involved during the monitoring of traffic to port 25 (SMTP port).
In the case of outgoing traffic from the Customer's server, including e-mails, being identified as spam or fraudulent e-mails, the Supplier shall inform the Customer by e-mail and block the VD's SMTP port for a period to be determined at the Supplier's reasonable discretion
The Supplier shall not keep any copy of e-mails sent from the Server's SMTP port, when they are identified as spam.
The Customer may request unblocking of the SMTP port through their management interface.
Any new e-mail identified as spam will entail a new blocking of the SMTP port by the Supplier for a longer period to be determined at the Supplier's reasonable discretion.
On the occurrence of the Supplier blocking the SMTP port for a third time, the Supplier reserves the right to deny any new request for the unblocking of the SMTP port.
Mitigation (protection against DOS and DDOS attacks)
The Supplier shall implement protection against DOS and DDOS-type (Distributed Denial Of Service) hacking attempts provided that these attacks are conducted in a manner reasonably considered to be serious enough by the Supplier to warrant such protection. In implementing such protection, the Supplier shall use reasonable endeavours to ensure that the operation of the Customer's Services is maintained throughout the duration of a DOS or DDOS attack.
The function in clause 10.1 involves monitoring the traffic sent to the Customer's Services from outside the Supplier's network. The traffic identified as illegitimate shall then be rejected by the Supplier prior to reaching the Customer's infrastructure, thus allowing legitimate users to access the applications offered by the Customer in spite of the attack.
The protection measures outlined in clauses 10.1 and 10.2 shall not apply in the case of attacks such as SQL injection, brute-force, abuse of security flaws or in similar-type attacks.
Given the nature of a potential DOS or DDOS attack and their complexity, the Supplier shall implement different levels of traffic protection in order to preserve their infrastructure and the Services.
Mitigation of a DOS or DDOS attack is only activated on detection of the attack by the Supplier's tools and for a minimum period of 48 hours. Until activation of the mitigation, the Services shall bear the attack directly, which may lead to the temporary unavailability of the Services.
Once the attack is identified and mitigation is automatically activated, mitigation shall not be deactivated prior to the end of the 48-hour period.
While mitigation is activated, the Supplier shall not guarantee the accessibility of the Customer's applications but it shall endeavour to limit the impact of a DOS or DDOS attack on the Customer's Services and on the Supplier's infrastructure.
If, in spite of the activation of mitigation, a DOS or DDOS attack is of such a nature as to adversely affect the integrity of the Supplier's infrastructure or the infrastructure of the other customers of the Supplier, the Supplier shall strengthen its protection measures which may lead to the deterioration of the Customer's Services or impact its availability for which the Supplier shall not be liable.
Where part of the traffic generated by a DOS or DDOS attack is not detected by the Supplier's equipment and reaches the Customer's Services, the effectiveness of the mitigation shall also depend on the appropriate configuration of the Customer's Services. In this regard, the Customer must ensure that it has the adequate resources to administer the configuration of the Customer's Services properly.
The Customer shall be solely responsible for ensuring it secures its Services, implementing security tools (firewall, etc.), periodically updating their system, backing up their data and for ensuring the security of their software (scripts, codes etc.).
Term and Termination
The Contract shall commence when the Supplier e-mails the Customer their access codes to connect to the VD in accordance with Condition 2 and, subject to the following provisions of this Condition 11 will terminate automatically on the Expiry Date
Without prejudice to any other rights or remedies which may be available to it, the Supplier shall be entitled without prior notice to the Customer to terminate this contract and suspend the VD Hosting Services with immediate effect without incurring any liability if the Customer fails to pay the Charges by the due date under Condition 5 of these Conditions or if there is any activity on the Host Server by the Customer which is expressly prohibited under the Contract and/or which may reasonably be expected to give rise to civil and/or criminal liability and/or to prejudice the rights of third parties and, for the purpose of Condition 11.5(a) of the General Conditions, any breach of Condition 8 of these Conditions shall be deemed to be a material breach of the Contract.
Either party shall be entitled to terminate this contract for their own convenience at any time by giving 30 days' written notice to the other party.
The Supplier may restrict, limit or suspend the VD Hosting Service if required to do so by any court or competent authority in accordance with applicable law.
The Supplier may delete data, materials, software, Content or any other information on the Customer's VD following termination of the Contract, without incurring any liability towards the Customer.
Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard their own confidential information of a similar nature, being at least a reasonable degree of care.
The obligations set out in this Condition shall not apply to Confidential Information that the receiving party can demonstrate:
is or has become publicly known other than through breach of this condition 12; or
was in the possession of the receiving party prior to disclosure by the other party; or
was received by the receiving party from an independent third party who has full right of disclosure; or
was independently developed by the receiving party; or
was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
The obligations of confidentiality in this condition shall not be affected by the expiry or termination of this agreement and shall remain in full force and effect until such information has become generally known in the public domain other than by a violation of this contract. Each party shall return to the other party all documents and tangible items in their possession and destroy any and all computer files or other electronically stored data or media which contain any part of the Confidential Information received from the other party under this contract upon the written demand of the disclosing party.
In this condition, Personal Data has the meaning given in the Data Protection Act 1998.
The Supplier warrants that, to the extent it processes any Personal Data on behalf of the Customer:
it shall act only on instructions from the Customer; and
it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
For any malfunction of the VD Hosting Service, the Customer can contact the incident team established by the Supplier by management interface or by email (firstname.lastname@example.org).
BY PLACING AN ORDER ONLINE, THE CUSTOMER SIGNIFIES THEIR UNCONDITIONAL ACCEPTANCE OF THESE CONDITIONS. If, after reading these Conditions, the Customer has any questions, they should please contact ubiDesktop Ltd at 35 Ivor Place, Lower Ground, London, NW1 6EA.
The VIP Service provides dedicated technical support, custom configurations, and software consulting for the Virtual Desktop management.
The Customer may contact directly our support team by Instant Messaging (e.g. Skype) in our office hours (Monday - Friday 8:30 - 16:00 GMT) and may request for help o basic software consultancy. Limited online support may be available outside of these hours.
The Customer may enquire for the VIP Services through our Contact form or by sending an email to (email@example.com)
The price of the VIP Service will be established according to the Customer needs and may be adjusted time to time.
The Supplier, if the Customer is eligible for the VIP Service, will make an offer to the Customer. The Customer, at its discretion, may accept or decline the offer by sending a reply by email to the Supplier.
The Supplier, at its discretion, may suspend the VIP Service at any time, in such case the Customer will be refunded in full for all the remaining months (if the Customer has already paid for).
The Snapshot service enables local VD server images to be taken.
The Customer can take the Snapshot through their Management Interface.
The Customer acknowledges that a Snapshot does not amount to a permanent backup of the VD data, but only a local image. As a result, a Snapshot cannot relieve the Customer of the responsibility of backing up their data in accordance with these Conditions under any circumstances.
The service only allows one Snapshot to be stored. As a result, any request for a new Snapshot will result in the immediate deletion of the previous Snapshot that was stored.
The Customer can ask for their VD to be restored based on the last Snapshot stored. In such a case, the current VD data will be deleted, and the data on the VD at the time of the last Snapshot will be restored.
Automatic Backup Service
The Automatic Backup Service provides a full backup of the primary disks (boot disk, data disk, swap disk) of the Virtual Desktop on weekly and monthly bases, for a total of two backup images.
The Supplier makes an automatic backup about every 7 days and every 30 days.
Any new backup will overwrite the previous one, for this reason there will be always a maximum of two restorable backups.
The backup does not cover additional disks like Cloud Drives or HDD drives.
The Customer can ask for their VD to be restored based on the chosen backup image. In such a case, the current VD data will be deleted, and the data on the VD at the time of the chosen backup will be restored.