Annex A: Specific contracting conditions for the Data Center Housing services marketed by Uniway
Last updated July 27, 2022
This “Annex A”, which contains the Specific Contract Conditions for the Housing Services marketed by Uniway Technologies, SL, (hereinafter “Uniway”), will only apply to the CLIENT's Contract, provided that the CLIENT has contracted the Housing Services on the Uniway website, otherwise it will be understood that this annex is inapplicable to the CLIENT's Contract.
Housing Services is a set of Data Center services provided by Uniway within its facilities. This Service consists of the CLIENT leasing a space within Uniway's Data Center for the installation of its servers. This Service includes connection to the electrical grid, access control and air conditioning in the Data Center space, with these expenses being included in the monthly fee charged to the CLIENT.
You can find this Annex A: Specific Contract Conditions for Data Center Housing Services marketed by Uniway, as well as the rest of the documentation that makes up the Contract at the following link:
Annex A: Specific contracting conditions for the Data Center Housing services marketed by Uniway
The CLIENT accepts this Annex A: Specific Contract Conditions for the Data Center Housing Services marketed by Uniway on behalf of the entity it represents (together with its Affiliates, if applicable) through:
1. This acceptance by the CLIENT is understood to be express when he/she checks the acceptance box for “I have read and accept the Terms of Contract” and proceeds to pay for and acquire Uniway Housing Services.
2. The CLIENT tacitly accepts the provisions of “Annex A” by the mere use of Uniway Housing Services.
The provisions of these Specific Contract Conditions are binding on the CLIENT and all entities and persons acting on its behalf, on its own account or in collaboration with the CLIENT, whether they are employees, partners, collaborators, suppliers and any other third party with a similar relationship (hereinafter, "Associates").
The CLIENT must inform all entities and persons acting on its behalf, on its account or in collaboration of the content of these Specific Contract Conditions and will be jointly liable for compliance and non-compliance with these.
By contracting Uniway's Housing Services, the CLIENT declares that he/she has read and understood, comprehends and accepts these Specific Contract Conditions, in order to correctly and appropriately formalize the contracting of services.
Provision of Housing services by Uniway
Services they provide
Uniway, as a Housing Services marketer, provides the CLIENT with these services in exchange for a payment established when contracting the service. The different rates are indicated on the following website:
https://www.uniway.es/en/housing
The CLIENT must be a registered user of the Uniway website in order to contract the Housing Services.
The provision of Housing Services by Uniway includes what is described in the Contract Conditions, this Annex A: Specific Contract Conditions for Data Center Housing Services marketed by Uniway, what is described on the website where the contract is formalized and any addendum expressly signed between the parties. All of this constitutes the Contract.
The scope of the Housing Services provided by Uniway must be understood restrictively, that is, in the sense that the provision of Services will exclusively cover:
- Leasing of space in the Data Center to install your equipment. Supply of electricity to the equipment installed in the Data Center.
- Supply of air conditioning to the leased space in the Data Center to cool the equipment.
- Data Center Access Control.
Uniway reserves the right to suspend the Services to the CUSTOMER if the CUSTOMER fails to comply with any of the obligations stipulated in this Annex A: Specific Conditions for Contracting Data Center Housing Services marketed by Uniway, Contract Conditions, other contract conditions reflected on the Uniway website and addenda to the Contract. The provision of these Services does not imply the sale of any movable or immovable property. Strictly speaking, these are Services provided under the contractual modality of provision of Services.
The CLIENT may use the leased space of the Data Center without any limitations other than those communicated by Uniway. These rules apply to all clients who use the Data Center, in order to maintain suitable security at all times and prevent any possible risk. Likewise, the CLIENT will use the Data Center in good faith and in accordance with the local, national and international laws applicable in each case, in this Annex A: Specific Conditions for Contracting the Data Center Housing Services marketed by Uniway, Conditions for Contracting, conditions of contracting included on the Uniway website and addenda to the Contract.
For all these reasons, the use of the Housing Services for illegal, immoral or public order purposes is prohibited. The consumption of food and drink in the Data Center facilities is prohibited. Uniway reserves the right to terminate the provision of Services when they detect that the CLIENT is using the rented space of the Data Center for such purposes. There is a possibility that local regulations impose some type of additional restriction on the CLIENT. Therefore, it is the exclusive responsibility of the CLIENT to be aware of the current regulations regarding these limitations and to comply with all their obligations.
The Housing Services provided by Uniway grant a series of rights to use the Services described in this Annex A: Specific Conditions for Contracting the Data Center Housing Services marketed by Uniway. These rights cannot be transferred by the CLIENT to a third party without prior express written authorization from Uniway. For all these reasons, Uniway may transfer its own rights to third parties at its will, that is, without the CLIENT being able to object to any cause. In the event of a transfer of the rights granted to the CLIENT as a result of the provision of Services, without prior authorization from Uniway, this transfer will be considered null and void in any case.
The use of the rented space in the Data Center and the installation of equipment is the responsibility of the CLIENT. Uniway assumes the responsibility of carrying out access control to the Data Center, however, Uniway does not assume any responsibility for the work that may be carried out by personnel authorized by the CLIENT in the rented space, and this responsibility is therefore exclusively that of the CLIENT.
Ways to use
The CLIENT undertakes to make appropriate use of the Data Center facilities in good faith. The CLIENT also undertakes to use the Data Center in accordance with the applicable legislation in force, assuming that any violation committed will be the exclusive and unequivocal responsibility of the CLIENT.
Likewise, the CLIENT will bear the costs of installing its machines in the Uniway Data Center.
Modalities of Housing Services
The different types of Housing Services, as well as their rates, can be found at all times on the following website:
Housing Services Guarantee
Uniway, as a Housing Services provider, guarantees the correct provision of the Services, making the best possible effort at all times to guarantee the services that comprise the Housing Services. Uniway also guarantees the availability of the Housing Services in accordance with the following table, which indicates the Service Level Agreement (SLA):
| Service | Time coverage | Description | SLA |
| Availability of Electric Power | 24x7 | Uniway guarantees 100% availability in power supply, through the use of technologies that allow N+4 redundancy: | 99,99% |
| -Electricity supply through two connections from outside. | |||
| -Redundant UPS with sufficient autonomy. | |||
| -Generator to generate our own electrical energy. | |||
| -Quick-Plug that allows us to connect a mobile generator to the Data Center from the building's parking lot. | |||
| Internet Access (Optional) | 24x7 | 99.99% availability through the use of Internet access lines from different providers, redundant through the use of BGP4. Routers, switches and firewalls are redundant. | 99,99% |
| Environmental conditions | 24x7 | N+1 redundant air conditioning systems. Double fire extinguishing system: Early system and extinguishing system. | 99,99% |
| Communication with the Data Center Support Center | 24x7 | Uniway has a Data Center support center at your disposal, with a Support service so that you can contact us. | Immediate |
| Request for Operation Tasks: “Remote Eyes and Hands” (Optional) | 8x5 or 24x7 | You have a number of interventions under coverage in 8x5 or 24x7 operation according to your contract. The tasks that can be carried out in this service are basic operations. | 1 hour |
| Physical access to the Data Center | 24x7 | Contracts authorized by your company can access the Data Center to perform any tasks that are necessary, under the responsibility of the client. | 1 hour |
Obligation of identification of operators by the CLIENT
When contracting Uniway's Housing Services, the CLIENT must complete a form in which he/she identifies (Name, Surname, ID, company name) the authorized personnel who will have access to the equipment installed in the Data Center. He/she is also obliged to:
- Provide at least one day's notice of access to the Data Center by an individual who is not identified in the CLIENT's authorized person file.
- Authorization by the CLIENT for access by a new individual must be carried out exclusively by previously authorized personnel registered in the authorized person file that the CLIENT has subscribed to with Uniway.
- The CLIENT agrees to give as much advance notice as possible of the termination of any authorized user on his/her record. Access to the Data Center by an authorized user who has not been terminated by the CLIENT is the exclusive responsibility of the CLIENT, as well as all actions and events that this may entail.
Loss of right of use
In the event that the CLIENT does not comply with any of the provisions of this Annex A: Specific Conditions for Contracting the Data Center Housing Services marketed by Uniway, Contract Conditions and/or other documentation that make up the Contract, he/she will automatically lose the right to use the contracted space in the Data Center, as well as the other Services that make up the Housing Service. Especially in those cases when the CLIENT owes (2) months of outstanding fees for the Housing Service to Uniway. If the CLIENT does not become current with payments within the period indicated above, he/she will lose the right to use the Housing Services.
The loss of the right of use entails the obligation of the CLIENT to uninstall and remove its equipment from the rented space in the Uniway Data Center. Such uninstallation must be carried out within (1) month after notification of the loss of the right of use due to non-payment sent by Uniway. All uninstallation and removal costs will be borne by the CLIENT.
In the event that the CUSTOMER has not proceeded to uninstall and remove its equipment within the corresponding period, Uniway will send a quote indicating the cost of uninstalling and removing the equipment, as well as its destruction. The quote will then be executed and Uniway will subsequently proceed to legally claim all expenses incurred, outstanding debts, compensation and legal costs from the CUSTOMER.
The loss of the right of use will not give rise to any right to reimbursement for the CUSTOMER. The provisions of this stipulation shall be understood without prejudice to other conditions agreed between the parties regarding contractual termination.
Renewal of service provision
The contractual relationship between the CLIENT and Uniway will be deemed to be renewed provided that the CLIENT has made the payment for the renewal of the Housing Services. If the CLIENT does not wish to renew his contractual relationship, he must notify Uniway within 30 days prior to the end of the term of the Contract.
Obligations upon completion of the Housing Service
At the end of the contractual relationship, the CUSTOMER must remove the machines and tapes installed in the Uniway Data Center within a period of (1) month. The cost of said removal, selection of the person in charge who will carry out the removal and any other operation necessary to leave the Uniway Data Center, will be borne entirely by the CUSTOMER.
In those cases where the CLIENT does not proceed to remove its machines and tapes from the Data Center within (1) month from the end of the Contract, Uniway will send a quote to the CLIENT indicating the cost of uninstalling and removing its equipment. Uniway will then proceed to disconnect the machines, make an inventory of the machines and tapes and subsequently destroy them. All expenses that Uniway has to bear in the disconnection, inventory and destruction of the machines and tapes will be claimed from the CLIENT, and Uniway will also have the right to claim compensation for this.
Economic conditions and payment methods
The CUSTOMER who acquires the Housing Services must make immediate payment at the time of formalizing the acquisition of the Service on the Uniway website. Likewise, the CUSTOMER must respect the recurring monthly or annual payment depending on the contract modality selected on the Uniway website. This payment will be made in accordance with section 1.3. of this Annex A: Specific Contract Conditions for the Data Center Housing Services marketed by Uniway, in accordance with the closing of the Contract Conditions and other documents that make up the Contract.
Uniway reserves the right to update the economic conditions each year in accordance with the increase in the Consumer Price Index (CPI) in the preceding twelve months, always in accordance with the National Institute of Statistics (INE). This price update will be carried out on the date of renewal of the contractual relationship.
Likewise, Uniway reserves the right to update electricity consumption rates on a quarterly basis, all in accordance with electricity market prices.
Confidentiality
Definition of confidential information
“Confidential Information” means non-public information that is competitively or commercially sensitive, proprietary financial information, trade secret information, or information that implicates or carries with it privacy interests. Confidential Information includes any information labeled “Confidential” or “Proprietary,” business plans, strategies, forecasts, financial information analyses, employee information, technological information, trade secrets, products, technical data, specifications, documentation, standards and procedures, methods, contracts, presentations, know-how, product plans, business methods, product functionality, data, customers, markets, competitive analysis, databases, formats, methodologies, applications, developments, inventions, processes, payment, delivery and inspection procedures, designs, drawings, algorithms, formulas or information relating to engineering, marketing or finance and any other information that the recipient should reasonably believe to be confidential under the circumstances.
Confidentiality Exclusions
Confidential Information excludes information that (i) is known to Uniway prior to its receipt; (ii) is known or becomes public through acts not attributable to Uniway; (iii) is disclosed to Uniway by a third party having a legal right to make such disclosure; (iv) is disclosed by Uniway with the prior written consent of the Client; (v) is subsequently developed by Uniway independently of any disclosure made hereunder and without the use of or access to any of the disclosures or access to the CLIENT's Confidential Information; (vi) is required to be disclosed by governmental regulation or court order.
Confidentiality Obligations
Each party acknowledges that certain information it receives from the other party may be the other party's confidential information. Any party receiving confidential information must exercise the same degree of care and protection with respect to the other party's confidential information as it exercises with respect to its own confidential information, but in no event less than reasonable care. The parties may only use confidential information provided to them by the other party only to the extent necessary to fulfill their obligations under this Annex A: Specific Terms of Contract for Data Center Housing Services marketed by Uniway, Terms of Contract, Registration on the Uniway website as a user and the Contract in general.
Uniway, as well as the CLIENT, undertake not to directly or indirectly disclose, copy, distribute, republish or allow a third party to have access to any confidential information of the other party. The party receiving the confidential information may only disclose it to its personnel if said personnel need to know the confidential information so that the recipient can fulfill its obligations under the corresponding contract and said personnel have previously agreed in writing to comply with the confidentiality obligations contained in this Annex A: Specific Contract Conditions for Data Center Housing Services marketed by Uniway.
Termination of contract
At the end of the contractual relationship, the parties will destroy or return (according to the request of the other party) all confidential information of their counterparty that is held by both the CLIENT and Uniway, including information that may be found in backup copies of information. The confidentiality obligations regarding said information will remain in force, even after the end of this collaboration, for a period of two (2) years from the date of return or destruction of the confidential information.
Housing Services Technical Support
The technical support services for the use of the Housing Services marketed by Uniway exclusively include the following Services:
- Monitoring and maintenance of the electrical network that provides energy and air conditioning to the space rented by the CLIENT in the Data Center.
- Carry out comprehensive access control to the Data Center and support this control with 24x7x365 video surveillance.
The CLIENT will be solely responsible for the technical support of the equipment installed in the Data Center, assuming the hiring of competent personnel to provide the maintenance and/or support service, as well as at all times the expenses generated by this concept.
Specific clause for the Housing service for the protection of personal data
The CLIENT knows and accepts that Uniway, in order to provide the Housing Service in accordance with the provisions of the contractual relationship and in accordance with these Terms, will store and/or process the CLIENT's data.
Uniway undertakes to process the CUSTOMER's data, including personal data, in accordance with the conditions set out in the Annex “Personal Data Processing Agreement”.
By accepting the provision of Housing Services, Uniway will send the CLIENT, via the email address provided, the Annex “Agreement for the Processing of Personal Data”. In said Annex, the CLIENT must complete the tables of the type of data that will be processed or stored by Uniway, as well as other issues, all of them in accordance with the provisions of Regulation (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of April 27, 2016 regarding the protection of natural persons with regard to the processing of personal data and the free circulation of these data, and repealing Directive 95/46 / EC (General Data Protection Regulation).
In the event that the CLIENT refuses to sign the Annex “Personal Data Processing Agreement”, the provision of the Housing Service cannot be provided by Uniway, and Uniway will therefore proceed to terminate the contract. This termination will be carried out after notifying the CLIENT by email provided in the contract. If within a period of (7) days the CLIENT has not signed the Annex “Personal Data Processing Agreement”, after notification, the CLIENT assumes full responsibility for any legal non-compliance that this may entail, in particular, it will be responsible for any possible sanctions and costs of advisors and lawyers that it may entail. Likewise, Uniway reserves the right to request compensation for any possible damages that may be caused to its reputation and the products it sells.
Compensation
The CUSTOMER agrees to defend, indemnify and hold harmless Uniway, as well as its affiliates and their respective employees, contractors, agents, officers and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt or expenses (including, but not limited to, attorneys' fees), arising from or related to any claim, demand, action or proceeding by a third party arising from or related to the CUSTOMER's contrary use of the Housing Service. This is the case of non-compliance with this Annex A: Specific Conditions for Contracting the Data Center Housing Services marketed by Uniway, the Contract or for the violation of the current legislation applicable to the use of the Housing Services.
Warranties and limitations of liability specific to the Housing service
The CLIENT is solely responsible for the information provided to Uniway when registering as a user on the Uniway website, as well as when contracting Housing Services on the Uniway website, both during the contracting process and afterwards. All information must be true, lawful and faithful to reality and must not undermine or violate the rights of third parties.
The CLIENT accepts the provision of Housing Services, in accordance with their description in these Terms and Contract, without any guarantee of suitability for the purpose sought by the CLIENT. Uniway only provides the guarantees reflected in stipulation 1.4. “Guarantee of the Services provided” of this Annex A: Specific Conditions for Contracting Data Center Housing Services marketed by Uniway. Only the CLIENT knows the purpose for which it acquires the Housing Services, so Uniway will not have any responsibility for their suitability for the purpose sought by the CLIENT.
If the CUSTOMER makes illegal, unauthorized, negligent or irresponsible use of the information, content, Services or products we offer, the CUSTOMER will be solely responsible for any damages caused to themselves or to third parties as a result.
In no event shall Uniway be liable for any loss of profits, loss of business opportunities, loss of data, interruption of activities or any other type of damage, direct or indirect, arising from the Housing Services. The CLIENT unconditionally waives any rights it may have against Uniway, except for any non-waivable rights that may apply to it.
Contractual integration
The contractual relationship between Uniway and the CLIENT is comprised of Annex A: Specific Contracting Conditions for Data Center Housing Services marketed by Uniway, the Contracting Conditions, legal documentation present on the Uniway website and Proposals that the parties may subscribe to in the form of an Addendum. All of this documentation comprises the Contract that governs the relationship between the CLIENT and Uniway.
The order of precedence of the contractual documentation is as follows: any Proposal in the form of an Addendum signed by the parties shall prevail over the rest of the Contract, followed by Annex A: Specific Contracting Conditions for Data Center Housing Services marketed by Uniway, then the Contracting Conditions and finally the legal documentation on the website. The Contract between the parties excludes any representations, terms, conditions and guarantees previously agreed upon verbally or in writing.
Legislation and applicable jurisdiction
These Specific Terms and Conditions shall be interpreted and governed by Spanish law. In the event of any doubt regarding the interpretation and execution of the provisions of this document, the parties shall attempt to reach a consensual and friendly solution.
Thus, any controversy, difference or claim arising within the scope of these Specific Conditions of Contract or Addendum thereto, including their formation, validity, binding nature, interpretation, execution, non-compliance or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the WIPO Mediation Regulations. The mediation will take place in the city of Madrid capital. The language to be used in the mediation will be Spanish. If no agreement is reached or in the event of non-acceptance of mediation, the parties, freely and expressly waiving any jurisdiction that may apply to them, shall voluntarily submit to the judges and Courts of Madrid capital.
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