Website Terms & Conditions

This Vodafone Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below). This Agreement takes effect when purchase/use any service from purchase date (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

These Terms of Use, the Vodafone Policies and all other terms and conditions and documents referred to herein govern your use of the Marketplace and are designed to protect you and us. Please take the time to read them carefully.

By accessing and continuing to use the Marketplace, you will be deemed to agree to these Terms of Use and shall be bound by them. If you do not agree to these Terms of Use, then you must stop using or accessing the Marketplace immediately.

Where you are acting as an appointed representative of a partnership, company or other business you confirm that you have the authority to enter into these Terms of Use on behalf of the business you represent and that your business agrees to be bound by these Terms of Use. We reserve the right to verify such authority, for example by requesting a copy of the relevant power of attorney under which you are authorized to act.

Vodafone reserves the right to modify or amend these Terms of Use, the Marketplace or any item listed on the Marketplace from time to time Solely. You should check these Terms of Use periodically to ensure that you are aware of and are complying with the current version. Changes are binding on users of the Marketplace and will take effect immediately from posting of the revised documentation on the Marketplace.

2.1 Apphub Marketplace is a web-based portal that enables businesses to purchase and manage various cloud based software applications provided by third party vendors. It is accessible through Vodafone’s public cloud portal http://cloudportal.vodafone.com.eg (the “Site”).

2.2 The Marketplace allows you to subscribe to a variety of cloud-based applications from Vodafone Egypt and third-party suppliers. As a marketplace, we do not own or offer subscriptions to all of the products which are published on the Marketplace, and certain products may be made available by independent cloud service providers (each a Cloud Service Provider).

3.1 In order to subscribe to Apphub Marketplace applications via the Apphub Marketplace Portal, you must have a personalized password secured account (Vodafone Cloud Account). You can set-up a Vodafone Cloud Account by following the process notified by Vodafone Enterprise Business from time to time or in accordance with the process referred to in the End Customer Agreement. You acknowledge that you will not be able to subscribe to any Apphub Marketplace applications until your Vodafone Cloud Account has been activated and complete and accurate billing details have been uploaded.

3.2 You must have registered Egyptian company to be eligible to register for Apphub Marketplace Portal access.

3.3 Your Vodafone Cloud Account will allow you to manage your subscriptions to Apphub Marketplace applications on Apphub Marketplace Portal and to access a personalised dashboard which allows you to monitor subscriptions to Apphub Marketplace applications and to perform other administrative functions.

3.4 The first time you use the Marketplace, you will be required to complete a registration form, set log-in details and select a secure password. We will ask you to provide a range of information during the registration process, including a valid email address. All information you provide should be accurate and correct at the time of registration. Under no circumstances should you establish a Vodafone Cloud Account using a false name or any other information you know to be false. If your registration is successful you will receive a confirmation email to your registered email account. You will only be entitled to create one Vodafone Cloud Account per registered Vodafone phone number and email address.

3.5 To start using Apphub Marketplace portal, you need to visit the Apphub Marketplace Portal and create an account for your company.

3.6 You will need to nominate and keep current Single Point Of Contact (SPOC) for the Apphub Marketplace portal.

3.7 Your SPOC will be able to:

1. register your Company through the Apphub Marketplace portal;
2. amend the details of your Company, including billing details through the Apphub Marketplace portal;
3. add, delete and assign roles to users, including appointing users as customer administrators through the Apphub Marketplace Portal or such other specific portal made available by the application provider for managing that application;
4. order/subscribe and unsubscribe to Apphub Marketplace applications and services through the Apphub Marketplace portal;
5. assign and unassign Apphub Marketplace applications and services to users through the Apphub Marketplace Portal or, for Microsoft Online Services, through the Microsoft Online Services Administration Centre or Microsoft Online Portal;
6. Your submission of an order does not guarantee that we will supply the applications or services to you. The provision of some applications or services will be subject (amongst other things) to the particular terms of that application or service, your eligibility for that application or service, its availability to you and you meeting any credit requirements.
7. Your order must contain the ordering information specified in the online order form. The information contained in your order must be accurate and complete.
8. Once you have submitted an order, we will send you an email confirming your order and providing a reference number for your order. You must retain a copy of the reference number and must quote the reference number to us if we ask you to do so.

3.8 You need to have an internet connection to access the Apphub Marketplace portal. Any communications that you send using Apphub Marketplace application will be carried over your internet service.

3.9 You acknowledge that the accessibility and functionality of the Apphub Marketplace Portal and the Apphub Marketplace applications may be affected by your internet connection, browser and computer system.

3.10 You may cancel your subscription at any time prior to activation. If you do this we may charge you any reasonable costs we incur in preparing to provide the applications or services to you.

3.11 You acknowledge that in some cases, service management and service configuration must be performed via the application provider's own management portal. As we do not have control over that portal, we will not be responsible for that portal or the interface between the Apphub Marketplace and the portal.

4.1 Use of your Vodafone Cloud Account. You are responsible for all activities that occur in connection with your Vodafone Cloud Account or any Access Details provided in connection with your account, regardless of whether those activities are carried out by you, your employees or any third party. You should take steps to protect the confidentiality of your Access Details and you must notify us immediately if you become aware of any disclosure, loss, theft or unauthorized use of your Access Details.

4.2 Keeping your information up-to-date. It is your responsibility to ensure that the information we hold on record for you is up-to-date.

4.3 You are responsible for the use of the Apphub Marketplace Portal and any Apphub Marketplace application by you or your users.

4.4 You can only use the Apphub Marketplace Portal and any Apphub Marketplace application for your internal business purposes.

4.5 Backing-up your data. It is your responsibility to take appropriate steps to safeguard and back-up your data stored on the Marketplace. We shall have no obligation to back-up any data related to your use of the Apphub Marketplace, any Apphub Marketplace application or your Vodafone Cloud Account unless agreed expressly otherwise in the applicable Cloud Product terms and conditions.

4.6 Compliance with the law. You assume full responsibility for compliance with all Applicable Laws of the country from which you access the Marketplace, including in respect of the subscription and use of any Apphub Marketplace applications made available for subscription through the Marketplace and you will not use them or their contents for any unlawful purpose.

4.7 It is your responsibility to ensure that all usernames and passwords related to your account and/or required to access the Site are kept secure and confidential. You will immediately notify VODAFONE of any unauthorized use of your passwords or any other breach of security and VODAFONE will reset your password.

4.8 It is your responsibility approve the end user license agreement or similar terms and conditions (the “EULA”) of the respective business partners offering certain service on Vodafone’s Site. If you do not approve the EULA, you should refrain from using such services.

4.9 if you are a company or legal entity, empower only the legal representative or legally delegated person of your company to open the account in the name of your company. Failing to do so, we may cancel your account or suspend it until you regularize your situation.

4.10 End user services. If you subscribe to a Vodafone Cloud Product on behalf of a wider group of users, including any Affiliate you agree to comply with, and shall procure that those users and Affiliates comply with our Agreement including these Terms of Use. You acknowledge and agree that you shall be responsible for all acts and omissions of your Affiliates and users as thought they were your own.

4.11 You shall be responsible for identifying and authenticating all Authorised Users. You shall ensure that your Authorised Users are made aware of the obligations in connection with these Terms of Use through training and notification and shall take reasonable steps to ensure that no unauthorised person accesses the Apphub Marketplace Applications. You shall remain responsible for the acts and omissions of the Authorised Users under our Agreement as if they were your own as well as the acts and omissions of any individual who is not authorised to access Apphub Marketplace Applications but who is able to do so due to any failure of you or your employees, including any failure to terminate access in a timely manner.

4.12 You shall and shall procure that you and your Authorised Users shall:

1. keep their Access Details secret and take all reasonable precautions to prevent unauthorised or fraudulent use of them;
2. not disclose, share, or permit their Access Details with any third party, without obtaining your prior consent; and
3. comply with these Terms of Use.
4. decompile or reverse engineer the Apphub Marketplace or take any other action to discover the source code or underlying ideas or algorithm of any components thereof;
5. copy the Apphub Marketplace
6. post, publish or create derivative works based on the Apphub Marketplace, or
7. remove any copyright notice, trade or service marks, brand names and the like from the Apphub Marketplace, related documentation or packaging.

5.1 In using the Apphub Marketplace Portal or any Apphub Marketplace applications, you agree that you shall not:

1. sell, resell, license, sublicense or distribute them for the benefit of anyone other than you or those Authorised Users entitled to use those Apphub Marketplace applications in connection with your subscription; or
2. use any “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Apphub Marketplace; or
3. in any way reproduce or circumvent the navigational structure or presentation of the Apphub Marketplace Portal or any Apphub Marketplace applications to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Apphub Marketplace Portal or any Apphub Marketplace applications; or
4. attempt to gain unauthorised access to any portion or feature of the the Apphub Marketplace portal, any the Apphub Marketplace applications or any other systems or networks connected to them, or to any of the services offered on or through the Apphub Marketplace, including by hacking, password “mining” or any other illegitimate means; or
5. post, upload to, transmit, distribute, store, create or otherwise publish or make available through the Apphub Marketplace Portal or any Apphub Marketplace applications, any content that is unlawful, libellous, defamatory, offensive to any religious or moral groups, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable; or
6. misuse the Apphub Marketplace Portal or any Apphub Marketplace applications, by knowingly introducing viruses, trojans, worms, logic bombs or other material which may be malicious or technologically harmful; or
7. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of or bandwidth connecting to the Apphub Marketplace Portal or any Apphub Marketplace applications; or
8. attempt to attack Apphub Marketplace Portal or any Apphub Marketplace applications, via a denial-of-service attack or a distributed denial-of-service attack; or
9. reverse engineer, reverse assemble, decompile, or otherwise attempt to discover source code or other arithmetical formula or processes in respect of the software underlying the infrastructure and processes associated with the Apphub Marketplace Portal or any Apphub Marketplace applications,
10. attempt to undermine the security or integrity of VODAFONE computing systems, networks and data;
11. use, or misuse, the Site or the Services in any way which may impair the functionality of the Site, or impair the ability of any other user to use the Site;
12. attempt to gain unauthorized access to the computer systems on which the Site or the Services are hosted or to any materials other than those to which you have been given express permission to access;
13. transmit or input into the Site or the Services any files that may damage any other person’s computing devices or software; content that may be offensive; or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use);
14. transmit any unsolicited commercial or bulk e-mail or engage in any activity known or considered to be “spamming” or “Mail Bombing”;
15. modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Site.

5.2 To the fullest extent permitted by the Applicable Laws, we exclude all liability for Content posted, stored or uploaded to the Apphub Marketplace portal, or to any Apphub Marketplace application, by you or any third party, or for any loss or damage suffered as a result. You acknowledge and agree that we have no obligation to screen, edit or monitor any of the Content posted to or distributed through Apphub Marketplace Portal or any Apphub Marketplace application. We may, in our absolute discretion, remove, screen or edit without notice any Content posted or stored on the Apphub Marketplace at any time (including in order to comply with a request from the competent authorities or pursuant to a court order), and you are solely responsible for creating back-up copies of any Content you post on the Apphub Marketplace Portal or in the Apphub Marketplace application, at your sole cost and expense unless the SLA expressly state expressly otherwise.

6.1 Vodafone reserves the right to modify or amend these Terms of Use, the Marketplace or any item listed on the Marketplace from time to time Solely. You should check these Terms of Use periodically to ensure that you are aware of and are complying with the current version. Changes are binding on users of the Marketplace and will take effect immediately from posting of the revised documentation on the Marketplace.

6.2 Where you subscribe to an Apphub Marketplace Application , you grant us the right to share your data with the relevant Apphub Marketplace Application Third Provider to allow them to provide you with the Apphub Marketplace Application . We cannot be responsible for any use of your data made by a Apphub Marketplace Application Third Provider.

6.3 Vodafone will not be responsible for any disputes which arise between you and a Apphub Marketplace Application Third Provider. If you have a complaint about a Apphub Marketplace Application published on, or which you have subscribed to, via the Marketplace you should submit details of your complaint to us at bs.support@vodafone.com. Vodafone Cloud will raise a ticket and refer the complaint to the relevant Cloud Service Provider if necessary. Please note that Vodafone Cloud will be unable to resolve complaints that relate to Independent Cloud Products.

7.1 Apphub Marketplace Application may be offered subject to a trial service plan. Where offered, the trial service plan will be free of charge with the aim of allowing you to try the Apphub Marketplace Application before you take out a fully-paid subscription. The trial service plan may restrict your access to, or the functionality of, the Apphub Marketplace Application for the trial period.

7.2 The trial period shall last for the specified period. If you choose to subscribe to the full

7.3 Apphub Marketplace Application before the expiry of the trial period this will terminate the trial period.

7.4 Apphub Marketplace Application may be subject to additional or separate terms and conditions during the trial period.

7.5 You acknowledge that any data you submit or customization you carry out to an Apphub Marketplace Application during any trial period may be lost unless you purchase a full subscription to that Apphub Marketplace Application prior to the expiry of the trial period or you expressly request a copy of the data that is held for you prior to termination of the trial period. You acknowledge and agree that a fee may be payable for making available a copy of your data or for transferring your data to another cloud service provider.

8.1 You can choose a pricing plan for Apphub Marketplace applications, based on Apphub Marketplace application and number of users under your subscription. These plans are detailed on https://vhub.vodafone.com.eg/

8.2 Apphub Marketplace applications you purchase from us are billed to your Vodafone Bill.

8.3 We will charge you all fees and charges based on the frequency (e.g. monthly, annually or biennially) you selected during the purchase process;

8.4 All of Apphub Marketplace applications on your Apphub Marketplace account will be billed to your Bill from the start of the next billing cycle;

8.5 If after 14 days from the payment due date we have still not received payment from you, we may suspend access to your applications. If, following notice from us that we have suspended your applications, you still do not pay any outstanding amounts, we may cancel your Apphub Marketplace Portal access and Apphub Marketplace applications.

8.6 We do not charge you for access to Apphub Marketplace portal.

8.7 Prices Charges are subject to Sales Tax and applicable governmental fees when applicable.

8.8 You will be charged for your Apphub Marketplace applications as those charges appear at the time of your purchase (these charges will appear in the shopping cart). We may change the charges for Apphub Marketplace applications from time to time. To avoid doubt, if you order additional licences for an Apphub Marketplace application, the charges for the additional licences may not be the same as the existing licences that you have purchased from us.

8.9 You are responsible for ensuring that the payment method you specify when you subscribe to a Apphub Marketplace application remains current. Where payment has not been received when due for any Apphub Marketplace application you subscribe to, you acknowledge that your subscription may be suspended. In the event that your selected payment method is cancelled or deactivated you should contact us as soon as practicable to arrange for an alternative method of payment to ensure continuity of service. We reserve the right to recover any amounts due by you by alternative means. In addition to any other rights we may have under our Agreement, where a payment is past due, we reserve the right to terminate your Vodafone Cloud Account, regardless of the amount that is due.

8.10 Each of the Services will renew automatically. If you select monthly billing, each of your Services will automatically renew on the one month anniversary date of the start or last renewal date of that Service.

8.11 You understand and agree that no refunds or reimbursement, in full or in part, will be paid to you at any time, in case you desire to cancel or discontinue using the Services.

8.12 Unless expressly agreed otherwise with you in writing, the price of all Apphub Marketplace application shall be the price applicable at the date of subscription as may be amended from time to time. All prices listed on the Marketplace for Apphub Matketplace Applications are, to the best of our knowledge, accurate at the time of publishing. However, the Marketplace may contain inadvertent inaccuracies or typographical errors. These will be corrected at our discretion, as they are identified to us including by our Cloud Service Providers. All prices listed on the Marketplace are subject to change at any time without notice.

8.13 When you can cancel your Apphub Marketplace application. You can cancel Apphub Marketplace application subscriptions through the Apphub Marketplace Portal. If you cancel an Apphub Marketplace application part way through a billing cycle, we will continue charging you until the end of the billing cycle.

8.14 If you cancel Apphub Marketplace application (or reduce the number of licenses) before expiry of any minimum term an early termination charge may apply, as set out in the terms for the relevant Apphub Marketplace application.

9.1 All invoices issued by Apphub Marketplace Portal in connection with your use of the Marketplace may be issued through Vodafone Cloud's normal invoicing channels. All charges invoiced to you shall be inclusive of Taxes, unless expressly stated otherwise. You are responsible for payment of all Taxes that may apply to your use of the Apphub Marketplace applications. We reserve the right to charge such Taxes in addition to the fees applicable to the Apphub Marketplace applications you subscribe to.

9.2 You acknowledge that due to a time delay between your subscription to or use of a Apphub Marketplace application and the date of invoicing, there may not be an exact correlation between the information displayed on your dashboard and the information displayed on your Vodafone Cloud invoice at any given point in time. Furthermore, you acknowledge that due to differences in billing process the fees which are due and payable by you in connection with your use of Apphub Marketplace application may be billed well after the date on which the fees were incurred by you. Any delay in invoicing shall not relieve you of your duty to pay the fees due for your consumption of use of Apphub Marketplace application pursuant to these Terms of Use.

10.1 We can make changes to the Apphub Marketplace Portal and your Apphub Marketplace application at any time (although we are not obliged to do so). Our suppliers may also make changes to the Apphub Marketplace Portal and your Apphub Marketplace application on our behalf.

10.2 Changes to your Apphub Marketplace application may include updates, additional functionality, supplements, add-ons, patches or bug-fixes ("Updates"). Updates may be subject to additional terms and conditions which, unless otherwise expressly set out in Our Terms, we will provide to you before the Updates are installed or otherwise applied to your Apphub Marketplace application. Once installed, the Updates will form part of your Apphub Marketplace application.

10.3 You agree that our suppliers may, on our behalf, automatically transmit, install, and otherwise provide Updates to the Service Software for your Apphub Marketplace application without further notice to you or need for your consent.

10.4 You may experience a disruption to your Apphub Marketplace Portal access or your Apphub Marketplace application when changes are made.

10.5 VODAFONE also reserve the right to change the Services nature, pricing, terms, specifications and warranties without notice. In addition, VODAFONE may revise these terms of use at any time by updating the Site. Online sales are intended for, and limited to, personal use and domestic sales only.

10.6 You acknowledge that VODAFONE is subject to regulatory supervision and that the provision of the Services shall always be conditional on regulatory approval and may change or become discontinued at any time in the event of a regulatory requirement to such effect.

10.7 Despite VODAFONE’S efforts to ensure that the information on the Site is accurate, complete and current, however VODAFONE make no warranty or guarantee that the services and/or information on VODAFONE’S Site is error-free, complete, or current. VODAFONE reserve the right to correct errors and/or update the services and content on VODAFONE’S Site at any time without notice.

10.8 Vodafone may be required from time to time to perform regular or emergency maintenance on our Services and its platforms. Your Services may be affected during an emergency or regular outage. Vodafone will aim to provide you with as much notice as possible before an outage

10.9 Apphub Marketplace Portal reserves the right to appoint outsourced service providers to perform certain of its operations carried out in connection with the Marketplace, for example the invoicing process.

12.1 We do not warrant that either the Apphub Marketplace Portal or the Apphub Marketplace application will support all operating systems and browsers. We will notify you from time to time of the operating systems and browsers that the Apphub Marketplace portable or the Apphub Marketplace application will support. Although the Apphub Marketplace Portal and the Apphub Marketplace application may work with other operating systems and browsers, use of unsupported operating systems and browsers may limit the function of the Apphub Marketplace Portal and Apphub Marketplace application and the technical support we can provide you.

The below privacy terms set out below, apply to your Apphub Marketplace applications unless we tell you otherwise.

12.1 We may include additional or different privacy terms that apply to a particular Apphub Marketplace application in the part of these terms that relates to that Apphub Marketplace application.

12.2 By using an Apphub Marketplace application, you consent (and agree to provide the consent of each of your users) to our suppliers contacting you and/or your users directly for any purpose that we reasonably consider is related to providing the Apphub Marketplace application to you (including but not limited to notifying you and/or your users of any updates, outages, migration details or any other issues).

12.3 You agree that the vendor who has published and/or developed the application that you have purchased through the Apphub Marketplace is the controller of your Personal Data and Information while Vodafone will not process nor have access to your Personal Data and Information that you have added or uploaded to the purchased application. Before subscribing to an application on the Apphub Marketplace, you confirm that you have reviewed and accepted the vendor’s relevant terms and conditions as well as the Privacy Policy in addition to ensuring that the vendor follows the necessary applicable laws including data protection laws. You also acknowledge that Vodafone only acts a as a facilitator by providing and setting up the Apphub Marketplace and hence, cannot be held liable towards any obligations regarding your personal data and information

12.4 If you purchase or use an Apphub Marketplace application, we may share with the vendor providing the application your contact information and details about the transaction and your usage.

12.5 If you share Customer Data in public areas of the Apphub Marketplace, through features that permit public sharing of Customer Data, or in shared areas available to others, you agree that anyone with whom you have shared Customer Data may use, save, reproduce, distribute, display, and transmit that Customer Data freely. If you do not want others to have that ability, do not use the Apphub Marketplace to share your Customer Data.

To the extent that Vodafone may act as a processor for your personal data, Vodafone is committed to:

Data processing:

1.6 not access your clients’ personal data without your permission. Where access to your personal data is required, i.e., for support purposes, Vodafone will process your request under your supervision and inaccorance with your instructions.

1.7 limit the collection and use of personal data to the minimum required to provide you the service

1.8 permit only authorized employees to have access to personal information

1.9 maintain control over the confidentiality of your client information

Third Parties processing:

where Vodafone use external vendors to provide the service, Vodafone warrants that such vendors are exposed to only strictly necessary personal data and are committed to the same privacy standards

Information Security

1.10 safeguard your clients’ personal data through implementing industry standard cyber security measures to ensure security and confidentiality of your personal information

Legal compliance

1.11 Use its best endeavors to deal with your personal data in compliance with all Applicable Privacy Laws

13.1 We do not guarantee the security of any Apphub Marketplace application or any information or data you send, receive or store using any Apphub Marketplace application, unless we agree otherwise with you.

13.2 Each Apphub Marketplace application will be subject to its own terms and conditions. Before subscribing to an application on the Apphub Marketplace, you should make sure that you agree to be bound by the relevant terms and conditions, which you will have an opportunity to review and accept before completing the transaction. By proceeding with the transaction, we will consider that you have reviewed and confirmed the said terms and conditions,

13.3 Unless expressly stated otherwise in our Agreement or in the terms and conditions applicable to a particular Apphub Marketplace application, you subscribe to all applications at your own risk. You acknowledge that Vodafone does not guarantee the availability, quality, suitability or legality of the application or that the description of the Apphub Marketplace application is accurate.

14.1 You can request support via the Apphub Marketplace for:

1. billing related queries;
2. sales and general product related queries; and
3. incidents with the Apphub Marketplace Portal or Apphub Marketplace Applications, including ordering, provisioning and operational and technical related queries.

14.2 We will also provide a support desk for the Apphub Marketplace portal which will be available to answer your:

1. billing related queries between 9 am and 5 pm Cairo Time, Sunday to Thursday (excluding public holidays);
2. sales and general product related queries between 9 am and 5 pm Cairo Time, Sunday to Thursday (excluding public holidays);and
3. incidents with the Apphub Marketplace portal or Apphub Supported Applications, including ordering, provisioning and operational and technical related queries 24 hours a day, seven days a week (including public holidays).

14.3 You may contact the Apphub Marketplace Helpdesk on bs.support@vodafone.com, or such other number as we notify you of from time to time.

14.4 The Apphub Marketplace Helpdesk may require information from your SPOC, customer administrator or Support Partner to answer your queries. The Apphub Marketplace Helpdesk may not be able to assist if your SPOC, customer administrator or Support Partner is unavailable or is unable to provide the required information.

14.5 A knowledge base of support information is available at http://www.XXX to answer your basic support questions. Your SPOC, customer administrator or Support Partner should refer to the information in that knowledge base before contacting the Apphub Marketplace Helpdesk. The Apphub Marketplace Helpdesk does not provide premium IT services such as cloud migration; application configuration, setup or training, for this type of support you can refer to the knowledge base or a Support Partner

15.1 VODAFONE is a registered trademark of VODAFONE in Egypt and other countries. VODAFONE’s trademarks are not to be reproduced in any media without the written authorization of VODAFONE, in any way that is likely to cause confusion to the customers, or in any way that could harm or discredits VODAFONE. All other trademarks and trade names used herein (e.g. Vmare© or Microsoft©) are property of their respective owners and are granted the same protections herein.

15.2 All Intellectual Property Rights in all the Services and the Site including, but not limited to, design, structure, layouts, graphical images and underlying source code belongs to VODAFONE and its respective business partners. You acknowledge that any and all domains requested through Vodafone shall become the intellectual property and ownership of Vodafone and that Vodafone is giving the customer the right to use such domain(s) against a published fee. Should customer decided to terminate the service with Vodafone, the subject domain(s) shall be retained or closed by Vodafone.

15.3 Except for the rights expressly granted herein, this Agreement does not transfer from VODAFONE to You any developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely to VODAFONE.

15.4 You agree that You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the Services, software and programs availed to You on the Site.

15.5 Notwithstanding anything to the contrary in this Agreement, you will not attempt to prohibit VODAFONE at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of VODAFONE

15.6 All contents of the Services and on the Site including but not limited all what was mentioned above are an exclusive property of VODAFONE and governed by the Egyptian copyright law and any applicable international conventions.

15.7 VODAFONE grants you a restricted license to access and make personal use of this site provided that you may not to download (other than page caching) or modify it, or any portion of it, except with express written consent of VODAFONE.

15.8 This restricted license does not include any resale or commercial use of the Site or its contents; any collection and use of any presentation, or any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another third party; or any use of data mining, robots, or similar data gathering and extraction tools.

15.9 This site or any portion of the site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial or non-commercial purpose without express written consent of VODAFONE.

15.10 You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of VODAFONE without express written consent.

15.11 Any unauthorized use terminates the permission or license granted by VODAFONE. You are granted a limited, revocable and nonexclusive right to create a hyperlink to the home page of VODAFONE so long as the link does not portray VODAFONE, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any VODAFONE logo or other proprietary graphic or trademark as part of the link without express written permission.

15.12 Any unauthorized use of the Apphub Marketplace, an AppHub Marketplace Application or their contents may result in legal action being taken against you.

15.13 By submitting any Content to the Marketplace by electronic mail, postings on the Marketplace, through our 'contact us' portal or otherwise, you grant us a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to:

1. use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display such Content throughout the world in any media, now known or hereafter devised; and
2. use the name that you submit in connection with such Content. You also grant us the right to pursue at law any person or entity that violates your or our rights in the Content by a breach of these Terms of Use. You acknowledge and agree that all such Content is non-confidential and non-proprietary.

15.14 You agree to do all things and execute all documents required to allow us to take full advantage of the rights granted to us by this clause.

16.1 Vodafone can terminate this Agreement for convenience and without the necessity to provide reasons any reason upon sixty (60) days’ prior notice.

16.2 Vodafone also reserves the right to terminate this contract without notice, if VODAFONE concludes, in its sole discretion, that You (a) have breached, violated, or acted inconsistently with these Terms, including any applicable VODAFONE Policy or any applicable law or regulation; (b) have provided false information as part of your Account Information; (c) have failed to keep your Account Information complete, true, and accurate; (d) fail to respond to any email communication sent to the email address listed in your Account Information; € are engaged in fraudulent or illegal activities or the sale of illegal or harmful services; or (f) are engaged in activities or sales that may damage the rights or reputation of VODAFONE or others (each ¨Termination for Cause¨). Any Termination for Cause by VODAFONE will take effect immediately, and You expressly agree that You will not have any opportunity to cure. If Your VODAFONE ID is terminated for any reason, these Terms and Your access to the Service will also be terminated. Additionally, if You registered a new domain name in conjunction with Your Service, and VODAFONE terminates Your Service due to a Termination for Cause, then VODAFONE reserves the right to remove the domain name from the domain name registry and/or transfer the domain name from You to VODAFONE You acknowledge that where VODAFONE transfers such domain name to VODAFONE under this Section, VODAFONE will hold all rights of the registered domain name holder in respect of that domain name, including the right to sell the domain name to a third party.

16.3 In the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes VODAFONE to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations, and/or orders, VODAFONE may suspend or terminate the Service, or terminate these Terms without liability.

16.4 Upon any termination of the Service, VODAFONE reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order processing information, mailing lists, files, email, and any web pages generated by You or the Service. VODAFONE accepts no liability for such deleted information or content.

16.5 Your obligations if your Apphub Marketplace application is cancelled: If your Apphub Marketplace application is cancelled or terminated for any reason, you must immediately delete all copies of any Service Software in your possession or under your control.

17.1 You agree to indemnify and hold harmless VODAFONE, and its subsidiaries, affiliates, or other partners, officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorney’s fees, made by any third party due to or arising out of Your Content, Your conduct, Your use of the Service, the services that might be offered through Your Service, any alleged violation of these Terms, including any applicable VODAFONE Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your Service. VODAFONE reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, but doing so shall not prejudice Your indemnity obligations.

17.2 Notwithstanding anything herein to the contrary, neither you or VODAFONE shall be liable for any indirect, special or consequential damages or loss of profits arising from any breach of contract, negligence or other liability even if the other Party had been advised or knew (or should have known) of the possibility of such damage

18.1 You warrant and represent that You have acquired the right to access and use the Services and the Site and agreeing to these Terms to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers does not apply to the supply of the Site or these Terms;

18.2 You agree not to use the Service in a manner that can cause stop of the service or block access to it by other subscribers.

18.3 If You are using the Services and the Site on behalf of or for the benefit of any organization/entity then VODAFONE will assume that You have the right to do so according to the bylaws of your organization/entity and the applicable laws. The organization/entity will be liable for your actions including any breach of these Terms;

18.4 Vodafone does not warrant that the use of the Services and the Site will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Site, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Site. Vodafone is not in any way responsible for any such interference that prevents your access or use of the Site.

18.5 It is your sole responsibility to determine if the Site meets the needs of your business.

18.6 The Site is provided on an "as is" and "as available" basis. VODAFONE makes no representations or warranties of any kind, express or implied, as to the operation of the Site or the information, content, materials included on the Site. You expressly agree that your use of the Site is at your sole risk. To the full extent permissible by law, VODAFONE disclaims all warranties, express or implied.

18.7 VODAFONE gives no warranty about the Site. Without limiting the foregoing, VODAFONE does not warrant that the Services or the Site will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law including, without limitation, warranties of merchantability, fitness for purpose, title and non-infringement.

18.8 To the full extent permissible by law, Vodafone disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. VODAFONE does not warrant that the Site, its servers, or e-mail sent from VODAFONE are free of viruses or other harmful components. VODAFONE will not be liable for any damages of any kind arising from the use of the Site, including, but not limited to direct, indirect, incidental.

18.9 The warranty does not apply to defects resulting from improper or inadequate installation use or maintenance; actions or modifications by you or any unauthorized third parties or the Customer or accidental or willful damage.

18.10 Customer agrees that the spelling of the domains requested is correct and customer will hold Vodafone harmless of the erroneous reservation of a domain that was based on spelling error in this document.

18.11 Your Use of the service, the software and any material or downloaded data or otherwise obtained through the use of the service is done at your own discretion and risk, and that you will be solely responsible for any damages to your computer system or loss of data that may result from the download of such material or data.

18.12 The security mechanism incorporated in the software has inherent limitation and you must determine that the software adequately meets its requirements

18.13 No advice or information obtained in any manner, through or from the Services shall create any warranty not expressly stated herein.

18.14 VODAFONE assumes no responsibility for the timelines, deletion, mis-delievery or failure to store any user communications or personalized settings.

18.15 If you utilize blog tool in connection with the services, under certain circumstances VODAFONE may deem it necessary to force upgrade the version of such blog tool. Under no circumstances will VODAFONE assume any liability whatsoever in connection with any such forced upgrade, including but not limited to liability with respect to data loss, data bade corruption,

18.16 VODAFONE shall be entitled to disclose your user identity and details if required or requested by the courts or other law enforcement authorities and/or agencies or in such other circumstances as VODAFONE in its sole discretion considers reasonably necessary or appropriate.

18.17 VODAFONE’S Services is an internet based service and, although VODAFONE will endeavor to maintain the security of information, it cannot guarantee that information You receives or supplies in the use of the Services will be secure at all times.

19.1 Customer (and any natural person or legal persons the Customer uses for the performance of their business obligations with Vodafone, including employees, agents, consultants, contractors and subcontractors) shall :

1. comply with all the general principles, rules and laws combating bribery and corruption included in the Governing law, the UK Bribery Act 2010 and US Foreign Corrupt Practices Act (the “Anti-Bribery Applicable Laws”); even if the Customer may not otherwise be subject to such Anti-Bribery Applicable Laws;
2. not do or omit to do anything likely to cause Vodafone to be in breach of any such Anti-Bribery Applicable Laws
3. not give or receive any bribes, including in relation to any public official;
4. maintain throughout the term of the Agreement an Anti-bribery program (including gifts and hospitality) designed to monitor and ensure compliance with the Anti-Bribery Applicable Laws, an education and to prevent and detect related violations;
5. if requested and at Vodafone's reasonable cost, provide Vodafone reasonable assistance to comply with Anti-Bribery Applicable Laws and perform any actions required by any governmental entity or authoritative body.
6. make sure that all payments received from or made by Vodafone (as the case may be) are effected by wire transfer or other traceable instrument to/from a bank account in the Customer’s name;
7. promptly notify Vodafone of any allegation of fraud, bribery or corrupt or unlawful practices made against the Customer in court, arbitration or administrative proceedings, or any investigation is commenced in respect of same; at any time during the term of this Agreement;
8. declare before starting any business negotiations or transactions with Vodafone - the existence of any directors, officers or direct or indirect substantial equity owners and individuals of the Customer who were previous employees of Vodafone during the year preceding the Effective Date of the Agreement.
9. ensure that any natural or legal person external to the Customer who is performing services in connection with the Agreement does so only on the basis of a written contract which secures from such persons terms equivalent to those imposed on Customer in this Article. The Customer shall be responsible for the observance and performance by such persons of these terms.
10. allow Vodafone or any agent Vodafone assigns, to conduct an audit of records and information held by the Customer or its sub-contractors or any other relevant person to ensure compliance with Anti-Bribery Applicable Laws

19.2 The Customer hereby indemnifies Vodafone and its directors, officers, employees, agents and affiliates against all losses which they have suffered as a result of breach of this Section without prejudice to Vodafone’s right to terminate the Agreement immediately in the event of such breach.

Each Party shall, in the context of the Agreement execution:

21.1 comply with all Economic Sanctions & Export Control Applicable Laws (as defined below) and not knowingly do anything which may cause Vodafone or members of its Group to breach such laws;

21.2 provide such assistance, documentation and information to Vodafone as Vodafone may reasonably request, including but not limited to, end customer information, destination and intended use of goods or services;

21.3 notify the other party in writing as soon as it becomes aware of an actual or potential investigation/breach in relation to the Economic Sanctions & Export Control Applicable Laws or any material change in the status of the Customer or any of its directors, officers or direct or indirect substantial equity owners including but not limited to:

• Change in Sanctions status e.g. the inclusion on a Sanctions list in any applicable jurisdiction
• Change in License or authorization status e.g. a license/authorization loss in respect of Sanctions or Trade Controls;

21.4 Acknowledge Vodafone’s right to suspend services or terminate the Agreement with immediate effect and without liability, if any of the provisions of this Section are breached without prejudice to Vodafone’s right to seek indemnities in the event of such breach.

Economic Sanctions & Export Control Applicable Laws: means law, regulation, binding code of practice, rule, embargoes, restrictive measures, executive orders or requirement enacted or enforced by the governments of the United Kingdom, European Union, United States of America or any relevant government or governmental agency, professional or regulatory authority, each as relevant to (i) Vodafone in the provision/receipt of the services and/or (ii) Customer in the receipt/provision of the services or the carrying out of its business. Such laws specifically include Sanctions and Export controls restrictive measures.

Any failure or delay by VODAFONE to enforce any of the Terms or to exercise any right under the Terms will not be construed as a waiver to any extent of VODAFONE’S rights.

VODAFONE may assign, in whole or in part, its rights and obligations under this Agreement and upon such assignment VODAFONE shall be relieved of any further obligation under this Agreement.

The present Agreement if available shall supersede all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and VODAFONE.

Unless You or VODAFONE has the prior written consent of the other or unless required to do so by law each party will preserve the confidentiality of all confidential information of the other obtained in connection with this Agreement. Neither You nor VODAFONE will, without prior consent of the other, disclose or make any confidential information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.

When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You hereby agree to give legal effect that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of Vodafone), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Vodafone is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, you may cancel the Service(s), but there shall be no liability whatsoever on the part of Vodafone.

27.1 Vodafone is aware that fraudulent communications, especially emails, may be sent to members of the public, purporting to be official correspondence from, or on behalf of, Vodafone using the Vodafone name and/or brand. Frequently, these unsolicited communications claim to offer business opportunities, employment within Vodafone, or indicate that the recipient has won a competition or lottery.

27.2 VODAFONE HAS NOT AUTHORIZED, AND IS NOT RESPONSIBLE FOR, THESE COMMUNICATIONS. VODAFONE ADVISES MEMBERS OF THE PUBLIC TO EXERCISE CAUTION WITH ANY REQUEST TO PROVIDE ANY PERSONAL OR CONFIDENTIAL INFORMATION.

28.1 Vodafone reserve the right to make changes to the Site and to the Terms & Conditions at any time.

28.2 If any provision of these Terms & Conditions or any part of any provision shall be determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason, it shall be void or unenforceable to that extent only and the validity and enforceability of any of the other provisions or the remainder of any such provision shall not be affected by such determination.

The applicable Egyptian laws and regulations shall govern any disputes relating thereto shall be resolved by the competent Egyptian courts.

The applications and services offered on the Apphub Marketplace application are made available by third party application or service providers. If you have an issue with the Apphub Marketplace , services or applications, your rights are only with Vodafone or the service or application providers respectively and not our platform provider.

To the extent permitted by law:

1. our platform provider shall have no liability directly to you or your end users;
2. we provide access to the Apphub Marketplace Portal and we supply the Apphub Marketplace applications on an "as is" basis, without warranties of any kind (including, those that would otherwise be implied by law);
3. we do not warrant that your access to the Apphub Marketplace Portal or your Apphub Marketplace application will be uninterrupted, secure or error free or that they will meet your requirements. There may be times when the Apphub Marketplace Portal or your Apphub Marketplace application is down or disrupted;
4. we will not be liable for any interruptions or disruptions in any way; and
5. except as otherwise specified in Our Customer Terms, we make no representations about the suitability, reliability, availability, timeliness, lack of viruses (or other harmful components), accuracy and/or ownership of the information, software, products, services and related graphics contained within or generated by the Apphub Marketplace Portal or your Apphub Marketplace application.

The Apphub Marketplace may contain links or references to other websites maintained by third parties. Such links are provided solely as a convenience to you and we do not endorse those sites. We are not responsible for the content of any such websites that have links with the AppHub Marketplace, or for the legal consequence of your entering into any contracts with our group companies or third parties and you rely on the information available on those websites at your own risk. To the fullest extent permitted by the Applicable Laws, we exclude liability for all Losses incurred by you as a result. You may not link to the Apphub Marketplace without Vodafone Egypt Cloud's prior written approval. You agree to remove or cancel any such link to the Apphub Marketplace at Vodafone Cloud’s request.

This Vodafone Customer Terms and conditions(this “Agreement”) contains the terms and conditions that govern YOUR access to and use of the cloud hotsing services. This Terms and conditionstakes effect when purchase/use any service from (the “Effective Date”) which is the date of providing the service. YOU represent to us that you are lawfully able to enter into contracts (e.g., YOU are not a minor). If YOU are entering into this Terms and conditionsfor an entity, such as the company you work for, YOU represent to us that YOU have legal authority to bind that entity.

“CUSTOMER”, “YOU”, and “YOUR” refer to the entity that has entered into this Agreement with Vodafone Data SAE “Vodafone”, “we”, and “us”.

These Terms of Use, all Policies and all other terms and conditions and documents referred to herein govern YOUR use of the Cloud Hosting Services and are designed to protect CUSTOMER and Vodafone. Please take the time to read them carefully.

By accessing and continuing to use the Cloud Hosting Services , CUSTOMER will be deemed to agree to these Terms of Use and shall be bound by them. If CUSTOMER do not agree to these Terms of Use, then CUSTOMER must stop using or accessing the Cloud Hosting Services immediately.

Where CUSTOMER are acting as an appointed representative of a partnership, company or other business CUSTOMER confirm that YOU have the authority to enter into these Terms of Use on behalf of the business YOU represent and that YOUR business agrees to be bound by these Terms of Use. We reserve the right to verify such authority, for example by requesting a copy of the relevant power of attorney under which YOU are authorized to act.

Vodafone reserves the right to modify or amend these Terms of Use, the Cloud Hosting Services or any item listed on the Cloud Hosting Services from time to time. CUSTOMER should check these Terms of Use periodically to ensure that YOU are aware of and are complying with the current version. Changes are binding on users of the Cloud Hosting Services and will take effect immediately from posting of the revised documentation on the Cloud Hosting Services.

2.1 In order to subscribe to Cloud Hosting Services via the Cloud Hosting Services Portal, YOU must have a personalized password secured account (Vodafone Cloud Account). CUSTOMER can set-up a Vodafone Cloud Account by following the process notified by Vodafone Enterprise Business from time to time or in accordance with the process referred to in the End Customer Agreement. YOU acknowledge that CUSTOMER will not be able to subscribe to any Cloud Hosting Services until YOUR Vodafone Cloud Account has been activated and complete and accurate billing details have been uploaded.

2.2 CUSTOMER must have registered Egyptian company to be eligible to register for Cloud Hosting Services Portal access.

2.3 YOUR Vodafone Cloud Account will allow you to manage YOUR subscriptions to Cloud Hosting Services on Cloud Hosting Services and to access a personalised dashboard which allows CUSTOMER to monitor subscriptions to Cloud Hosting Services and to perform other administrative functions.

2.4 The first time YOU use the portal, YOU will be required to complete a registration form, set log-in details and select a secure password. We will ask YOU to provide a range of information during the registration process, including a valid email address. All information YOU provide should be accurate and correct at the time of registration. Under no circumstances should YOU establish a Vodafone Cloud Account using a false name or any other information YOU know to be false. If YOUR registration is successful YOU will receive a confirmation email to YOUR registered email account. YOU will only be entitled to create one Vodafone Cloud Account per registered Vodafone phone number and email address.

2.5 To start using Cloud Hosting Services, YOU need to visit the Cloud Hosting Services Portal and create an account for YOUR company.

2.6 YOU will need to nominate and keep current Single Point Of Contact (SPOC) for the Cloud Hosting Services

2.7 YOUR SPOC will be able to:

1. register YOUR Company through the Cloud Hosting Services portal
2. amend the details of YOUR Company, including billing details through the Cloud Hosting Services portal;
3. add, delete and assign roles to users, including appointing users as customer administrators through the Cloud Hosting Services Portal or such other specific portal made available by the application provider for managing that application;
4. order/subscribe and unsubscribe to Cloud Hosting Services and services through the Cloud Hosting Services portal;
5. assign and unassign Cloud Hosting Services and services to users through the Cloud Hosting Services Portal or, for Microsoft Online Services, through the Microsoft Online Services Administration Centre or Microsoft Online Portal;
6. YOUR submission of an order does not guarantee that we will supply the applications or services to YOU. The provision of some applications or services will be subject (amongst other things) to the particular terms of that application or service, YOUR eligibility for that application or service, its availability to YOU and YOU meeting any credit requirements.
7. YOUR order must contain the ordering information specified in the online order form. The information contained in YOUR order must be accurate and complete.
8. Once YOU have submitted an order, we will send YOU an email confirming YOUR order and providing a reference number for YOUR order. YOU must retain a copy of the reference number and must quote the reference number to us if we ask YOU to do so.

2.8 YOU need to have an internet connection to access the Cloud Hosting Services portal. Any communications that YOU send using Cloud Hosting Services will be carried over YOUR internet service.

2.9 YOU acknowledge that the accessibility and functionality of the Cloud Hosting Services Portal and the Cloud Hosting Services may be affected by YOUR internet connection, browser and computer system.

2.10 YOU may cancel YOUR subscription at any time prior to activation. If YOU do this we may charge YOU any reasonable costs we incur in preparing to provide the applications or services to YOU.

2.11 YOU acknowledge that in some cases, service management and service configuration must be performed via the application provider's own management portal. As we do not have control over that portal, we will not be responsible for that portal or the interface between the Cloud Hosting Services and the portal.

3.1 When using the Services, CUSTOMER shall:

1. Use the Cloud Portals and the services provided for CUSTOMER ’s own lawful and internal business purposes.
2. Ensure that all usernames and passwords related to his account and/or required to access the cloud portals are kept secure and confidential.
3. immediately notify Vodafone of any unauthorized use of you ’s passwords or any other breach of security and Vodafone will reset you ’s password.
4. Ensure that It is a legal entity, and the signatory person on this Terms and conditionsis empowered/authorized to open the account in the name of CUSTOMER .
5. We do not warrant that either the Cloud Hosting Services will support all operating systems and browsers. We will notify YOU from time to time of the operating systems and browsers that the Cloud Hosting Services & will support. use of unsupported operating systems and browsers may limit the function of the Cloud Hosting Services Portal and Cloud Hosting Services and the technical support we can provide YOU.

3.2 YOU agree that he will not use the Services to:

1. Use, or misuse, the cloud portals or the services provided in any way which may impair the functionality of the cloud portal, or impair the ability of any other user to use the cloud portal.
2. attempt to gain unauthorized access to the computer systems on which the cloud portal or the services provided are hosted or to any materials other than those to which CUSTOMER have been given express permission to access.
3. transmit or input into the cloud portal or the services provided any files that may damage any other person’s computing devices or software; content that may be offensive; or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which YOU do not have the right to use).
4. modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the cloud portal.

4.1 General

1. Cloud Hosting Services YOU purchase from us are billed to YOUR Vodafone Bill.
2. We will charge YOU all fees and charges based on the frequency (monthly or quarterly) YOU selected during the purchase process;
3. All of Cloud Hosting Services billed to YOUR Bill from the start of the next billing cycle;
4. We do not charge YOU for access to Cloud Hosting Services portal.
5. Prices Charges are subject to Sales Tax and applicable governmental fees when applicable.
6. YOU will be charged for YOUR Cloud Hosting Services as those charges appear at the time of YOUR purchase (these charges will appear in the shopping cart). We may change the charges for Cloud Hosting Services from time to time. To avoid doubt, if YOU order additional licences for an Cloud Hosting Services, the charges for the additional licences may not be the same as the existing licences that YOU have purchased from us.
7. YOU are responsible for ensuring that the payment method YOU specify when YOU subscribe to a Cloud Hosting Services remains current. Where payment has not been received when due for any Cloud Hosting Services YOU subscribe to, YOU acknowledge that YOUR subscription may be suspended. In the event that YOUR selected payment method is cancelled or deactivated YOU should contact us as soon as practicable to arrange for an alternative method of payment to ensure continuity of service. We reserve the right to recover any amounts due by YOU by alternative means. In addition to any other rights we may have under our Agreement, where a payment is past due, we reserve the right to terminate YOUR Vodafone Cloud Account, regardless of the amount that is due.
8. Each of the Services will renew automatically. If YOU select monthly billing, each of YOUR Services will automatically renew on the one month anniversary date of the start or last renewal date of that Service.
9. YOU understand and agree that no refunds or reimbursement, in full or in part, will be paid to YOU at any time, in case YOU desire to cancel or discontinue using the Services.
10. Unless expressly agreed otherwise with YOU in writing, the price of all Cloud Hosting Services shall be the price applicable at the date of subscription as may be amended from time to time. All prices listed on the Cloud Hosting Services are, to the best of our knowledge, accurate at the time of publishing.
11. YOU can cancel Cloud Hosting Services & Marketplace application subscriptions through the Cloud Hosting Services & Marketplace Portal. If YOU cancel Cloud Hosting Services part way through a billing cycle, we will continue charging YOU until the end of the billing cycle.
12. If YOU cancel Cloud Hosting Services (or reduce the number of licenses) before expiry of any minimum term an early termination charge willy apply, as set out in the terms for the relevant Cloud Hosting Services & Marketplace application.

4.2 Prices

1. All prices are in Egyptian Pounds,

4.3 Payment Terms

1. Payments are Monthly Basis.
2. Payments should be received within 30 days from the invoice date.
3. In case of delay from above mentioned payment terms, a penalty of 10% from invoice value per week will be enforced from due amount and collected with the next issued bill.
4. In case of any modifications in scope of work, additional cost will be applied based on new scope.

4.4 Exit Terms

1. Without prejudice to the amount paid monthly, in the event that CUSTOMER exercises its rights for termination after the PO awarding and prior the contract expiry date, YOU shall pay to the Service Provider a one-time settlement fee, which will be calculated as a lump sum equal to the balance of the number of months remaining til the following March bill under the order (unless there is a contract signed stating otherwise).

5.1 The Cloud Hosting services will be ready based on the plan and the services scope offerd with the technical proposal and confirmed by YOU .

5.2 YOU will perform a timely approval of the service within two Business days after agreed testing completion, in case Vodafone did not receive any comments within these two business days, service will consider approved and accepted by YOU and invoicing and payment phase.

5.3 Every project phase / service has its own acceptance (in case it has many milestones/phases of delivery)

5.4 Any delay in the acceptance will delay the whole project schedule.

5.5 Vodafone will not be held responsible for Delay caused due to causes beyond its reasonable control (each a Force Majeure), including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, strikes, or fuel crises.

5.6 If the assumptions included in the technical offer are changed then this will reflect a change in the price and project delivery to be sent later after identifying these changes.

Default Acceptance Criteria

The below default acceptance criteria will be used unless another criteria agreed or defined in the proposal or with CUSTOMER.

5.7 The Cloud Hosting Services:

1. The service will be considered accepted once YOU can access the desired/provided service through an external network than Vodafone.
2. The service will be considered accepted after YOU representative is being able to Access/Login to his tenant using the cloud portal and confirm that the requested the resources/specs (as per the tender document sizing) is being delivered using it’s dashboard. in terms of vCPU, Memory and Storage resource Pool and Customer will be able to operate and work on them as per their own design/requirements
3. The service will be considered accepted after a virtual resource creation (test VM) in CUSTOMER tenant and being able to access the internet/other VPN network using Vodafone team.

5.8 The Security Services:

1. Firewalls: the firewall services will be considered ready and accepted after deployment and install the initial configurations of each device (IPs, and interfaces, DNS,.) and accessible by YOUR representative
2. WAF: the WAF will be considered ready and accepted after deployment and install the initial configurations of each device (interfaces, and allow mode enable) and accessible by YOUR representative
3. Load Balancer: the LB will be considered ready and accepted after deployment and install the initial configurations of each device (interfaces) and accessible by YOUR representative .

5.9 The Backup Service:

1. The service will be considered accepted after the solution is being accessible by YOUR representative and the backup policy requested configured.

6.1 The term of this Terms and conditions shall begin on service request date and will continue in effect until YOU terminate it

6.2 In the event that a party (the "defaulting party"):

1. commits a material breach of this Agreement, and has not remedied same within 60 days after receipt of a notice from the other Party specifying the nature of the breach and requesting that it be remedied, or
2. fails to pay any amount on the date it falls due, or
3. becomes bankrupt or is insolvent or a receiver or liquidator (including provisional liquidator) is appointed over all or part of its undertaking, or enters into any scheme of arrangement or compromise for the benefit of its creditors or negotiations therefor, or declares a moratorium on the payment of its debts or becomes unable to meet its financial obligations
4. CUSTOMER have failed to keep you ’s Account Information complete, true, and accurate.
5. CUSTOMER fails to respond to any email communication sent to the email address listed in CUSTOMER’s Account Information
6. Then the other party may, without prejudice to the exercise of any other rights or remedies which may be available to it, terminate this Terms and conditionsby giving the defaulting party written notice to that effect.

6.3 Vodafone reserves the right to terminate this Terms and conditionswithout notice, if it concludes, in its sole discretion, that CUSTOMER (a) have provided false information as part of YOUR Account Information;; (b) is engaged in fraudulent or illegal activities or the sale of illegal or harmful services; or (c) is engaged in activities or sales that may damage the rights or reputation of Vodafone or others (each “Termination for Cause”). Any Termination for Cause by Vodafone will take effect immediately, and YOU expressly agree that he will not have any opportunity to cure. If YOUR Vodafone service ID is terminated for any reason, these Terms and the CUSTOMER’S access to the Services will also be terminated and vodafone will be responsible for deleting the VMs of the running enviroment. Additionally, if YOU registered a new domain name in conjunction with the Services, and Vodafone terminates the Services due to a Termination for Cause, then Vodafone reserves the right to remove the domain name from the domain name registry.

6.4 In the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes Vodafone to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations, and/or orders, Vodafone may suspend or terminate the Service, or terminate these Terms without liability, by giving YOU a suitable grace period, only if applicable

6.5 Upon any termination of the Services or expiry of this Agreement, upon reasonable notice served to YOU , Vodafone reserves the right to permanently delete from its servers any and all information and content contained in YOUR account or Services. In this case Vodafone shall have no liability for such deleted information or any loss of non-personal data or content.

6.6 In case of CUSTOMER officially communicating his well to terminate this contract, so CUSTOMER will be subjective to pay the whole amount of the service fees till end of the contract duration (in case contract signed between parties)

6.7 Termination for Conflict of Interest. CUSTOMER shall have the right to terminate this contract without penalty or further obligation if any entity or person significantly involved in initiating, negotiating, securing, drafting, creating or implementing the contract on behalf of Vodafone for Merger, Acquisition and/or sell of the company to another company which might conflict with CUSTOMER ’s business interests. Termination shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time, the service provider shall notify CUSTOMER with any potential conflict of interest related to this Terms and conditionsimplementation or continuity according to this provision as soon as it take place.

7.1 Cloud Hosting Services may be offered subject to a trial service plan. Where offered, the trial service plan will be free of charge with the aim of allowing CUSTOMER to try the Cloud Hosting Services before CUSTOMER take out a fully-paid subscription. The trial service plan may restrict YOUR access to, or the functionality of, the Cloud Hosting Services for the trial period.

7.2 The trial period shall last for the specified period. If YOU choose to subscribe to the full

7.3 Before the expiry of the trial period this will terminate the trial period.

7.4 Cloud Hosting Services may be subject to additional or separate terms and conditions during the trial period.

7.5 YOU acknowledge that any data YOU submit or customization YOU carry out to an Cloud Hosting Services during any trial period may be lost unless YOU purchase a full subscription to that Cloud Hosting Services prior to the expiry of the trial period or YOU expressly request a copy of the data that is held for CUSTOMER prior to termination of the trial period. YOU acknowledge and agree that a fee may be payable for making available a copy of YOUR data or for transferring YOUR data to another cloud service provider.

8.1 Vodafone is a registered trademark of Vodafone in Egypt and other countries. Vodafone 's trademarks are not to be reproduced in any media without the written authorization of Vodafone, in any way that is likely to cause confusion to CUSTOMER, or in any way that could harm or discredits Vodafone. All other trademarks and trade names used to provide the Services (e.g. VMWare© or Microsoft©) are property of their respective owners and are granted the same protections herein.

8.2 All Intellectual Property Rights in all the Services and the Site including, but not limited to, design, structure, graphical images and underlying source code belongs to Vodafone and its respective business partners. CUSTOMER acknowledges that any and all domains requested through Vodafone shall become the intellectual property and ownership of Vodafone and that Vodafone is giving CUSTOMER the right to use such domain(s) against a published fee. CUSTOMER decided to terminate the service with Vodafone, the subject domain(s) shall be closed by Vodafone. However, the Content of the information and non-personal data stored by CUSTOMER on the Site shall remain the exclusive ownership of CUSTOMER.

8.3 Except for the rights expressly granted herein, this Terms and conditionsdoes not transfer from Vodafone to the CUSTOMER any developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely to Vodafone and its business partners.

8.4 YOU agree that he will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the Services, software and programs availed to YOU on the Site.

8.5 Notwithstanding anything to the contrary in this Agreement, The CUSTOMER will not attempt to prohibit Vodafone at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Vodafone

8.6 All contents of the Services and on the servcies portals including but not limited all what was mentioned above are an exclusive property of Vodafone and governed by the Egyptian copyright law and any applicable international conventions.

8.7 This Terms and conditionsdoes not grant either party any license or any other intellectual property rights in the other party’s confidential information and does not impose any obligation of any kind on either party to make or enter into any additional contract or transaction. Disclosing confidential information to the receiving party shall not be construed as granting any right or license either express or implied, to the receiving party under any trademark, patent, know-how, invention, copyright, mask-work protection right or any other intellectual property right, now or hereafter owned, controlled or disclosed by the disclosing party.

1. The CUSTOMER warrant and represent that the CUSTOMER have acquired the right to access and use the Services and the Site and agreeing to these Terms to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers does not apply to the supply of the Site or these Terms;

2. If The CUSTOMER are using the Services and the Site on behalf of or for the benefit of any organization/entity then VODAFONE will assume that The CUSTOMER have the right to do so according to the bylaws of CUSTOMER’s organization/entity and the applicable laws. The organization/entity will be liable for CUSTOMER’s actions including any breach of these Terms;

3. It is the CUSTOMER sole responsibility to determine if the Site meets the needs of the CUSTOMER business.

4. To the full extent permissible by law, Vodafone disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. VODAFONE does not warrant that The VM’s (managed by YOUR team) are free of viruses or other harmful components. VODAFONE will not be liable for any damages of any kind arising from the use of VM’s, including, but not limited to direct, indirect incidents.

5. The warranty does not apply to defects resulting from improper or inadequate installation use or maintenance; actions or modifications by the CUSTOMER or any unauthorized third parties or the CUSTOMER or accidental or willful damage.

6. CUSTOMER agrees that the spelling of the domains requested is correct and CUSTOMER will hold Vodafone harmless of the erroneous reservation of a domain that was based on spelling error in this document.

7. The CUSTOMER Use of the Service, the software and any material or downloaded data or otherwise obtained through the use of the service is done at CUSTOMER own discretion and risk, and that the CUSTOMER will be solely responsible for any damages to CUSTOMER ’s own computer system or loss of data that may result from the download of such material or data.

8. No advice or information obtained in any manner, through or from the Services shall create any warranty not expressly stated herein.

9. VODAFONE assumes no responsibility for the timelines, deletion, mis-delievery or failure to store any user communications or personalized settings.

10. VODAFONE shall be entitled to disclose CUSTOMER ’s user identity and details if required or requested by the courts or other law enforcement authorities and/or agencies or in such other circumstances as VODAFONE in its sole discretion considers reasonably necessary or appropriate.

1. YOU agree to indemnify and hold harmless Vodafone, and its subsidiaries, affiliates, or other partners, officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorney’s fees, made by any third party due to or arising out of CUSTOMER ’s Content, CUSTOMER ’s conduct, CUSTOMER ’s use of the Service, the services that might be offered through CUSTOMER ’s Service, any alleged violation of these Terms, including any applicable VODAFONE Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to CUSTOMER ’s use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with CUSTOMER ’s Service. VODAFONE reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by CUSTOMER , but doing so shall not prejudice CUSTOMER ’s indemnity obligations. Vodafone agree to indemnify and hold harmless CUSTOMER and its subsidiaries, affiliates, or other partners, officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorney’s fees, made by any third party due to or arising out the implementation of this Agreement. CUSTOMER shall keep the right to claim for compensation of any damages occurred thereof.

2. In no event shall the maximum liability of any party under this Terms and conditionsexceed the total amounts that have been actually paid by CUSTOMER under this Agreement, in the last 12 months.

3. Notwithstanding anything herein to the contrary, neither CUSTOMER nor VODAFONE shall be liable for any indirect, special or consequential damages or loss of profits arising from any breach of contract, negligence or other liability even if the other Party had been advised or knew (or should have known) of the possibility of such damages.

4. In the event of any violations, misuse and/or attacks and it’s consequenses that occur due to YOUR use of the service(s) in scope, Vodafone reserves the right, at YOUR expense, to assume the exclusive defense and control of any matter including but not limited to the suspension of the service(s) provided to CUSTOMER and imposing the necessary liabilities and penalties for Vodafone and affected parties.

Each Party (and any natural person or legal persons a party uses for the performance of their business obligations with the other party, including employees, agents, consultants, contractors and subcontractors) shall :

a. comply with applicable general principles, rules and laws combating bribery and corruption included in the Governing law, the UK Bribery Act 2010,US Foreign Corrupt Practices Act, and the Egyptian Law (the “Anti-Bribery Applicable Laws”);

b. not do or omit to do anything likely to cause the other party to be in breach of any such Anti-Bribery Applicable Laws

c. not give or receive any bribes, including in relation to any public official;

d. maintain throughout the term of the Terms and conditionsan Anti-bribery program (including gifts and hospitality) designed to monitor and ensure compliance with the Anti-Bribery Applicable Laws, an education and to prevent and detect related violations;

e. if requested and at a party's reasonable cost, provide such party reasonable assistance to comply with Anti-Bribery Applicable Laws and perform any actions required by any governmental entity or authoritative body.

f. make sure that all payments received from or made by a Party (as the case may be) are effected by wire transfer or other traceable instrument to/from a bank account in the other party’s name;

g. promptly notify the other party of any allegation of fraud, bribery or corrupt or unlawful practices made against the CUSTOMER in court, arbitration or administrative proceedings, or any investigation is commenced in respect of same; at any time during the term of this Agreement;

h. declare before starting any business negotiations or transactions with the Other party - the existence of any directors, officers or direct or indirect substantial equity owners and individuals of the CUSTOMER who were previous employees of Vodafone during the year preceding the Effective Date of the Agreement.

i. ensure that any natural or legal person external to a Party who is performing services in connection with the Terms and conditionsdoes so only on the basis of a written contract which secures from such persons terms equivalent to those imposed on the party in this Article. Each Party shall be responsible for the observance and performance by such persons of these terms.

j. allow the Other Party or any agent the Other Party assigns, to conduct an audit of records and information held by a party or its sub-contractors or any other relevant person to ensure compliance with Anti-Bribery Applicable Laws subject to signature of agreements CoI declaration, confidentiality and data privacy.

Subject to court order, each party hereby indemnifies the other party and its directors, officers, employees, agents and affiliates against all losses which they have suffered as a result of breach of this Section without prejudice to each party’s right to terminate the Terms and conditionsimmediately in the event of such breach.

The CUSTOMER shall:

a. comply with all Economic Sanctions & Export Control Applicable Laws (as defined below) and not knowingly do anything which may cause Vodafone or members of its Group to breach such laws;

b. provide such assistance, documentation and information to Vodafone as Vodafone may reasonably request, including but not limited to, end customer information, destination and intended use of goods or services;

c. notify Vodafone in writing as soon as it becomes aware of an actual or potential investigation/breach in relation to the Economic Sanctions & Export Control Applicable Laws or any material change in the status of the CUSTOMER or any of its directors, officers or direct or indirect substantial equity owners including but not limited to:

· Change in Sanctions status e.g. the inclusion on a Sanctions list in any applicable jurisdiction

· Change in License or authorization status e.g. a license/authorization loss in respect of Sanctions or Trade Controls;

d. Acknowledge Vodafone’s right to seek indemnities if any of the provisions of this T&Cs are breached without prejudice to Vodafone’s right to suspend services or terminate an T&Cs or Transaction with immediate effect and without liability on Vodafone.

Economic Sanctions & Export Control Applicable Laws: means law, regulation, binding code of practice, rule, embargoes, restrictive measures, executive orders or requirement enacted or enforced by the governments of the United Kingdom, European Union, United States of America or any relevant government or governmental agency, professional or regulatory authority, each as relevant to (i) Vodafone in the provision/receipt of the services and/or (ii) Entity in the receipt/provision of the services or the carrying out of its business. Such laws specifically include Sanctions and Export controls restrictive measures.

• Despite Vodafone’s efforts to ensure that the information on the Site is accurate, complete and current, however Vodafone make no warranty or guarantee that the services and/or information on Vodafone’S portal or services is error-free, complete, or current. Vodafone reserve the right to correct errors and/or update the services and content on Vodafone’S Site at any time and notify CUSTOMER in case this will affect the service delivered in the scope perior to the action 2 weeks.

• Vodafone may be required from time to time to perform regular or emergency maintenance on the Services and its platforms. In this case, the Services may be affected during an emergency or regular outage. Vodafone will aim to provide CUSTOMER with 2 weeks notice before an outage as further described in the attached annexes.

• Outages and incidents listed below will be considered by Vodafone and CUSTOMER as down time and it’s calculated withing the agreed SLA

• Outages or incidents due to scheduled maintenance will be considered as down times and it’s calculated withing the agreed SLA

o Outages or incidents that falls within YOUR applications, and/or H/W are out of support Terms and conditionsscope. Duration of such incidents will not be considered as down times.

o Outages or incidents due to local country practices, any national laws, customs, or regulations are out of support Terms and conditionsscope. Duration of such incidents will not be considered as down times.

o Outages or incidents due to causes beyond Vodafone control and causes due to incidents of Force Majeure are out of support Terms and conditionsscope. Duration of such incidents will not be considered as down times.

o Outages or incidents due to unavailability of CUSTOMER personnel in order to determine and/or isolate the problem are out of support Terms and conditionsscope. Duration of such incidents will not be considered as down times.

o Delay or failure caused by YOUR applications or equipment. Duration of such delay will not be considered as down times.

o Delay due unavailability of CUSTOMER personnel in order to determine and/or isolate the problem: Duration of such incidents will not be considered as down times.

o Delay or failure caused by any reason related to any solution layer/component out of the service provided by Vodafone.

• After any incidents or outage Vodafone teams will send an initial incident report (IIR) max 72 hours after the incident . some of the incidents are complex so the IR will not contains the root cause, in such cases Vodafone teams may need to reproduce the incident in alignment with CUSTOMER in a maintainance window, in this complex case will take up to 30 working days to provide root cause analysis document (RCA).

1. Vodafone reserve the right to make changes to the Site and to the Terms & Conditions at any time upon prior written Terms and conditions between both parties.

2. If any provision of these Terms & Conditions or any part of any provision shall be determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason, it shall be void or unenforceable to that extent only and the validity and enforceability of any of the other provisions or the remainder of any such provision shall not be affected by such determination.

Name & Logo Usage

Neither party will use for publicity, promotion or otherwise, any logo, name, trade name, service mark or trademark of the other party or its Affiliates, without the other party’s prior, written, express consent. Owning party may withhold such consent in it’s absolute discretion. With regard to the use of a party’s name, all requests for approval pursuant to this must be submitted at least fifteen (15) business days prior to the date on which a response is needed.

Transactions Independence

Subject to the terms of this Terms and conditionsand any applicable work order and budget shall be managed by such party, acting independently and its individual capacity, the relationship between Vodafone & CUSTOMER is independent and nethier party shall have the right to bind or obligate the other party in any manner, other than as is expressly set forth in this agreement, given the several transactions that the parties have for business purposes, the parties hereby agrees on the transaction independence according to each transaction terms and conditions.

Governing Law and Dispute Resolutio

This Agreement and any Service related to, shall be governed and construed in accordance with the laws of the Arab Republic of Egypt. Any controversy or claim arising out of or relating to this Agreement which cannot be settled amicable between the Parties within a three months period from the date of the dispute, shall be finally settled by the competent Egyptian courts.

Cloud Hosting Services & Scope

Vodafone will provide set of Cloud Hosting Services as listed below:

Infrastructure as a Service

Virtual Machines, and Vitual Private Cloud (VPC)

• Virtual Machine: Virtual Machines powered by VMware Technologies in a T-shirt sizes along with pre-built Templates which are designed to meet YOUR business needs.

• Virtual Private Cloud is YOUR datacenter which can be built in clicks on Vodafone cloud, it’s a fully customizable pool of compute resources, provided with an advanced security and operations features , including the operating system licenses.

Business contonuuty: Suite of services that allows CUSTOMER to safely protect YOUR workload from downtimes and operations issues, by backing them up or replicate them in a remote cloud or datacenter

• Disaster Recovery: Deploy replication, failover, and recovery processes throughour DR services that is integrated with common virtualization (VMware, Hyper-V) technologies and Cloud Providers (Azure, and AWS)

• Backup: A one-click backup solution that simplifies data recovery, supports virtual machines, Applications, Databases, and Block-level backups, and easily managed from an easy to use and integrated management portal.

Security Services: Secure YOUR cloud workload and Build YOUR multi-layered security controls in the cloud from our security portfolio which includes Next-Gen Firewalls, Cloud Web applications Firewalls, Cloud VPN, Cloud Anti-Virus, and Anti-DDoS.

• Cloud firewall providing CUSTOMER with a virtually dedicated firewall services, and deliver some of the Next-Gen Features like IDPS, Web Filtering, Load Balancing, reverse proxy, it can integrates with YOUR preferred firewall vendors, service should be requested by customer and design should be agreed by both parties.

• A full-featured, cloud-delivered “IaaS” application security service powered by some of the world-class vendors, Deployed and configured based on YOUR needs and workload types, service should be requested by customer and design should be agreed by both parties.

Services Scope

• Delivering the proposed Cloud Virtual Servers to CUSTOMER and allow the default access to it using Vodafone Cloud Management Portal http://cloudportal.vodafone.com.eg/portal/

• Installation of a pre-approved list of Operating Systems that comply with Vodafone Security Policies.

• Portal access and self-service for ordering, and service management.

• Provide 24/7 monitoring on the virtual machines.

• No access is allowed to the hosting DB from the internet.

• When delivering Security services:

o Installing the Security components (Virtual FW/WAF).

o Only providing the initial provisioning of the firewall, and WAF virtual appliances unless it will be a physical appliance wchih will follow a manual path of selling.

• When delivering business continuity services , it’s a manual confighration for the service as per YOUR requirements and will be managed by the cloud technical portal (which will be visible after CUSTOMER purchase YOUR services)

Out of Services Scope

• Anything else not included in the in-scope section and other than server, storage and hypervisor will be out of Vodafone scope like but not limited to all kind of software, applications, Database and any system or appliances, etc.

• Support, Administration or Customization for Operating Systems, Software and 3rd Party Application

• Licensed or open-source software not purchased through Vodafone Cloud

• failover, restore, and Application monitoring of YOUR VM’s

• Data Backup is out of Vodafone scope. Backup policy will be done on Image-Level

• Migration services, Data, virtual machines, software applications, solutions, or configurations.

• Any type of Data shipment inside Vodafone Cloud.

• Upload any customized Virtual Appliance inside Vodafone Cloud environment

• Last Mile connectivity from customer site

• Providing technical training.

• Data upload, consistency and modifications

• All required software licenses, media required to be installed on provided environment except that provide in scope of work section.

• Disaster Recovery is out of Vodafone scope in case of catastrophic events or force majuer.

• Geographical Distribution is out of Vodafone scope and will not be provided.

• Operating system license and support is out of Vodafone scope unless purchased as a part of YOUR order from Vodafone cloud portal.

• Any items that are not explicitly listed in the “In Scope” section are out of scope for this engagement.

• In the Security services: Unless stated in a dedicted contract the management service for the security services will not be provided

o Any Software & firmware upgrade

o Patch management.

o Changes in FW policies

o Vendor Engagement

o Penetration test of the DC & Perimeter firewalls.

o Configuration backup & restore and monitoring on the DC & Perimeter firewalls.

o Performance measurements & resources utilization

o Third-party tools integration (Configuration or development work on third-party systems or solutions)

o Products trainings

Without the prior written consent of the disclosing Party, no receiving Party shall, in any manner whatsoever, disclose or communicate to any third party which is not a party in this contract, or a regulatory authority, any Information (as defined below) or use any Information for any purpose except for the purpose for which such Information was supplied or except as legally required by any governmental or judicial entity.

Such prior consent shall not be required where such disclosure shall be required by law or the shareholders of the Parties. For the purposes of this Article, the term "Information" shall mean any and all proprietary information including, but not limited to, information concerning the business and business operations of any Party or a subsidiary thereof, and the terms and conditions of this Terms and conditionsand the implementation thereof, which information is generated by any Party hereto or a subsidiary thereof and received either directly or indirectly by the other Party, but shall exclude customer data and information which:

• is or becomes publicly known or available to the public through no wrongful act of the receiving Party, from and after the date it becomes publicly known or available;

• is received without restrictions from a third party without breach of any obligation of non-disclosure; and is independently developed by the receiving party

Each Party shall indemnify and hold the other Party harmless from any direct loss, liability, and expense suffered by such other Party as a result of the unauthorized disclosure, communication, or use of Information by itself, its officers, directors, staff or external advisors. The obligations contained in this Article shall survive for 3 years after the termination or expiry of this Agreement.

Vodafone does not have any technical abilities to access the data stored by CUSTOMER on the Virtual machines or any other appliances provided by Vodafone, including no access through the migrations and accordingly, cannot be held liable against any losses or damages to YOUR stored data including personal data. Vodafone hereby also confirms that in case it needs to access any of the services/system provided and the stored Non-Personal data for technical purposes, the following takes place:

• A prior notice must be provided to CUSTOMER to request such access

• This access shall be done under the supervision, management and control of CUSTOMER information security team.

Upon this access, Vodafone shall follow the relevant instructions provided by CUSTOMER at the time.

We transfer YOUR business contact details that we access for the purpose of providing CUSTOMER with Cloud Hosting Services if Vodafone is acquired by or merged with another company. In this event, Vodafone will notify CUSTOMER before information about CUSTOMER is transferred and becomes subject to a different privacy policy.

For more information regarding how we deal with YOUR Business Contact Details, please refer to our Privacy Policy which is located under the following link:

https://web.vodafone.com.eg/en/privacy-policy-of-vodafone-egypt

Responsibilities & Liabilities

In the IaaS,  Vodafone responsibilities will be as the following model covering the standard IaaS control stack from (Datacenter Facilty, Network, Storage, Servers or physical computing resources, and Hypervisors or cloud technologies management) while CUSTOMER will be responsible of YOUR Virtual machine, Operating System, virtual network, any application or data will be installed/migrated/uploaded inside YOUR VM’s.   Vodafone doesn’t have any kind of access on YOUR data inside the VM’s or cloud environment.
In the Security Services,  Vodafone will be responsible of installing the firewall and WAF with the basic configuration then the customer will change the administrator passwords, Vodafone will not be able to access the appliance after this.
In the Business Continuity Services,  Vodafone will be responsible  on building/configuring the DR gateway from Vodafone side with no access on the replicated data as it’s already encrypted tunnel, in the Backup we create policy for the first time for CUSTOMER and we can’t access the stored data and will not restored except by CUSTOMER.

Vodafone provide clear communication and accountability for service management. Service across fuctions requires coordination. Vodafone’s service management structure provides a contact for each service with defined roles and responsibilities.

Cloud Support Services

Our centralised help desk is at the Cloud Support Team in Cairo. The Cloud Support Team is central to our approach to Service Management. This is where Vodafone Services is monitored, controlled & trouble tickets are logged, YOUR incidents are tracked and managed to a resolved state.

We have implemented a comprehensive set of integrated tools and supporting processes to enable the Cloud Support Team to monitor and manage the offered services. Our management systems allow for analysis of trouble tickets and service data for trend and root cause analysis.

Cloud Support Team strives to identify incidents and troubles early while promptly alert both CUSTOMER and Service Management team. Open Trouble Tickets are tracked and resolved against that backdrop of agreed Service Level thresholds.

All incidents are logged and routed to the applicable resolver group. All incidents are tracked in terms of owner, assignee, and estimated time of completion and per defined severity, acknowledgements, journals and root cause.

To ensure improvement, closed Trouble Tickets are reviewed for the period to date. From the moment, a call is received or a trouble ticket logged, we actively seek to identify trends and its potential underlying meaning to our client base.

If CUSTOMER calls into the Cloud Support Team, they are then able to allocate YOUR request to a specialist engineer via the interactive voice response (IVR) system. Via the voice prompts, YOU are able to log a request with the Cloud Support Team, escalate a request or listen to any relevant outages.

Service Availability

Vodafone Cloud Platforms which supports the services will be available to CUSTOMER and for [99.8%] during the year. The system Availability measurement includes Scheduled downtime which occurs when the Service will not be available to allow for the necessary maintenance (CUSTOMER will be notified 72 hours prior to the scheduled downtime).

If at any time, Vodafone Cloud Platform is disabled outside of the normally scheduled downtime, Vodafone will provide CUSTOMER with a root cause analysis of the unplanned system outage.

Definitions

Definition	Description
Response Time	The period from when YOU submit YOUR support request (or the time Vodafone Cloud becomes aware of a problem) to when a Vodafone Cloud Support Engineer contacts you and starts working on YOUR support request (excluding automated responses) Company must notify the appropriate internal and external resources to resolve the problem. Company must notify or reply to CUSTOMER with respect to the issue.
Down Time	Downtime: is the total accumulated minutes that are part of Maximum Available Minutes.
Business Hours	8:00 AM to 4:00 PM Cairo Local Time, Sunday through Thursday excluding official holidays.

Service Level Terms and conditions(SLA) and Escallation Procedures

The following escalation procedures will set-up performance expectations that Company will follow in order to provide CUSTOMER with superior service.

The structure of these procedures is modeled on the 4-tiers priority system and will ensure that the issue is escalated to the appropriate departments for immediate resolution

Severity	Description
Emergency (Priority 1)	A major incident with the highest severity that causes the Service to be completely unavailable.  critical problem, entire system impacted or unrecoverable data loss. No workaround exists.
Critical (Priority 2)	YOUR  business is significantly impacted. Important functions of YOUR application are unavailable. critical problem, major functionality impacted. No workaround exists.
Standard (Priority 3)	A standard or priority 3 issues may cause some functional aspect of an application to be operational, but, restricts production.  serious problem that affects system functionality. A workaround exists but it shall be agreed if satisfactory.
Low (Priority 4)	An Issue that results in a minimal business impact and does not significantly impact operations.

Handling CUSTOMER issues will be done according to the priorities and time windows defined in the support package CUSTOMER purchased & explained in the table below:

Default Support plan Standard and any other plan sould be followed upon pre-aggremenet between Vodafone and CUSTOMER

Issue Priority	Standard	Professional	Premium	Elite
Critical	<8 hours	<4 hours	<2 hour	<60 Minutes
	(business hours)	(business hours)	(24x7x365)	(24x7x365)
Medium	<16 hours	<8 hours	<4 hours	<2 hours
	(business hours)	(business hours)	(24x7x365)	(24x7x365)
Low	<32 hours	<16 hours	<8 hours	<12 hours
	(business hours)	(business hours)	(24x7x365)	(24x7x365)

18.5 Support Channels

1. Phone:
   1. Queue # 5080 from Vodafone Lines or
   2. Mobile number : 01020001111 from none Vodafone lines
2. Email Channel:
   1. BusinessSolutions.SupportTeam@Vodafone.com
   2. We.Support@Vodafone.com
3. Online Resources:
   1. Access to portal user documentation, and FAQs for each service for ease of use

Cloud Hosting Services Escalation Matrix

	Name/Title	Email	Phone	Working Hours
First level Escalation	First line support team	BusinessSolutions.SupportTeam@Vodafone.com & We.Support@Vodafone.com	Queue # 5080 from Vodafone Lines Or +201020001111 from none Vodafone lines	Based on YOUR support plan
Second level Escalation (If no response within 2 hrs)	BUSINESS SOLUTIONS Support Manager  Name :  Amr Mansour	Amr.amin-mansour@Vodafone.com		Based on YOUR support plan
Third level Escalation (If no response within 4 hrs)	BUSINESS SOLUTIONS SENIOR MANAGER Name : Heba Kamal	Heba.Kamal@Vodafone.com	+201001002626	Based on YOUR support plan

These Terms and Conditions “T&Cs” contain the terms and conditions that govern your access to and use of the service offerings (as defined in the Colocation Services & Scope). These Terms and Conditions take effect when you purchase/use our colocation service from (the “Effective Date”) which is the date of providing the service. you represent to usthat you are lawfully able to enter into contracts(e.g., you are not a minor). If you are entering into this Terms and conditions for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

“Customer”, “you”, and “your ” refer to the entity that has entered into this Agreement with Vodafone Data SAE “Vodafone”, “we”, and “us”.

These Terms of Use, all Policies and all other terms and conditions and documents referred to herein govern your use of the Colocation Services and are designed to protect you and us. Please take the time to read them carefully.

By accessing and continuing to use the Colocation Services, you will be deemed to agree to these Terms of Use and shall be bound by them. If you do not agree to these Terms of Use, then you must stop using or accessing the Colocation Services immediately and Vodafone will have the right to stop providing the Colocation Services.

Where you are acting as an appointed representative of a partnership, company or other business you confirm that you have the authority to enter into these Terms of Use on behalf of the business you represent and that your business agrees to be bound by these Terms of Use. We reserve the right to verify such authority, for example by requesting a copy of the relevant power of attorney under which you are authorized to act.

Vodafone Egypt reserves the right to modify or amend these Terms of Use, the Colocation Services or any item listed on the Colocation Services from time to time. you should check these Terms of Use periodically to ensure that you are aware of and are complying with the current version.

2.1 In order to subscribe to Colocation Services via the Vodafone Cloud Services Portal, you must have a personalized password secured account (Vodafone Cloud Account). you can set-up a Vodafone Cloud Account by following the process notified by Vodafone Enterprise Business from time to time. you acknowledge that you will not be able to subscribe to any Colocation Services until your Vodafone Cloud Account has been activated and complete and accurate billing details have been uploaded.

2.2 you must have registered Egyptian company to be eligible to register for Cloud Services Portal access.

2.3 your Vodafone Cloud Account will allow you to manage your subscriptions to Colocation Services.

2.4 The first time you use the portal, you will be required to complete a registration form, set log-in details and select a secure password. We will ask you to provide a range of information during the registration process, including a valid business email address. All information you provide should be accurate and correct at the time of registration. Under no circumstances should you establish a Vodafone Cloud Account using a false name or any other information you know to be false. If your registration is successful you will receive a confirmation email to your registered email account. you will only be entitled to create one Vodafone Cloud Account per registered Vodafone phone number and email address.

2.5 To start using Colocation Services, you need to visit the Colocation Services Portal and create an account for your company.

2.6 you will need to nominate and keep current Single Point Of Contact (SPOC) for the Colocation Services

2.7 your SPOC will be able to:

1. register your Company through the Cloud Services portal;
2. amend the details of your Company, including billing details through the Cloud Services portal;
3. add, delete and assign roles to users, including appointing users as your administrators through the Cloud Services Portal
4. order/subscribe and unsubscribe to Colocation Services and services through the Cloud Services portal;
5. your order must contain the ordering information specified in the online order form. The information contained in your order must be accurate and complete.
6. Once you have submitted an order, we will send you an email confirming your order and providing a reference number for your order. you must retain a copy of the reference number and must quote the reference number to us if we ask you to do so.

2.8 you need to have an internet connection to access the Cloud Services portal. Any communications that you send using Colocation Services will be carried over your internet service.

2.9 you acknowledge that the accessibility and functionality of the Cloud Services Portal and the Colocation Services may be affected by your internet connection, browser and computer system.

2.10 you may cancel your subscription at any time prior to activation. If you do this we may charge you any reasonable costs we incur in preparing to provide the services to you.

3.1 General

1. Colocation Services you purchase from us are billed to your Vodafone Bill
2. We will charge you all fees and charges based on the frequency (monthly or quarterly) you selected during the purchase process;
3. All of Colocation Services billed to your Bill from the start of the next billing cycle;
4. We do not charge you for access to Colocation Services portal.
5. Prices Charges are subject to Sales Tax and applicable governmental fees when applicable.
6. you will be charged for your Colocation Services as those charges appear at the time of your purchase (these charges will appear in the shopping cart). We may change the charges for Colocation Services from time to time. To avoid doubt, if you order additional licenses for an Colocation Services, the charges for the additional licenses may not be the same as the existing licenses that you have purchased from us.
7. you are responsible for ensuring that the payment method you specify when you subscribe to a Colocation Services remains current. Where payment has not been received when due for any Colocation Services you subscribe to, you acknowledge that your subscription may be suspended. In the event that your selected payment method is cancelled or deactivated you should contact us as soon as practicable to arrange for an alternative method of payment to ensure continuity of service. We reserve the right to recover any amounts due by you by alternative means. In addition to any other rights we may have under our T&Cs, where a payment is past due, we reserve the right to terminate your Vodafone Cloud Account, regardless of the amount that is due
8. Each of the Services will renew automatically. If you select monthly billing, each of your Services will automatically renew on the one month anniversary date of the start or last renewal date of that Service.
9. you understand and agree that no refunds or reimbursement, in full or in part, will be paid to you at any time, in case you desire to cancel or discontinue using the Services.
10. Unless expressly agreed otherwise with you in writing, the price of all Colocation Services shall be the price applicable at the date of subscription as may be amended from time to time. All prices listed on the Colocation Services are, to the best of our knowledge, accurate at the time of publishing.
11. you can cancel Colocation Services & Marketplace application subscriptions through the Colocation Services & Marketplace Portal. If you cancel Colocation Services part way through a billing cycle, we will continue charging you until the end of the billing cycle.
12. If you cancel Colocation Services (or reduce the number of licenses) before expiry of any minimum term an early termination charge will apply, as set out in the terms for the relevant Colocation Services & Marketplace application.

3.2 Prices

• All prices are in Egyptian Pounds,

3.3 Payment Terms

• Payments are Monthly Basis.
• Payments should be received within 30 days from the invoice date.
• In case of delay from above mentioned payment terms, a penalty of 10% from invoice value per week will be enforced from due amount and collected with the next issued bill.
• In case of any modifications in scope of work, additional cost will be applied based on new scope.

3.4 Exit Terms

• Without prejudice to the amount paid monthly, in the event that you will exercises its rights for termination after the PO awarding and prior the T&Cs expiry date, you shall pay to Vodafone a one-time settlement fee, which will be calculated as a lump sum equal to the balance of the number of months remaining til the following bill under the order (unless there is a contract signed stating otherwise).

4.1 The Colocation Hosting services will be ready based on the plan and the services scope offerd with the technical proposal and confirmed by you .

4.2 You will perform a timely approval of the service within two Business days after agreed testing completion, in case Vodafone did not receive any comments within these two business days, service will consider approved and accepted by You and invoicing and payment phase.

4.3 Every project phase / service has its own acceptance (in case it has many milestones/phases of delivery)

4.4 Any delay in the acceptance will delay the whole project schedule.

4.5 Vodafone will not be held responsible for Delay caused due to causes beyond its reasonable control (each a Force Majeure), including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, strikes, or fuel crises.

4.6 If the assumptions included in the technical offer are changed then this will reflect a change in the price and project delivery to be sent later after identifying these changes.

Default Acceptance Criteria

The below default acceptance criteria will be used unless another criteria agreed or defined in the proposal or with You.

4.7 Power requirements are prepared and delivered to be used by your technical team

4.8 Connectivity requirements dedicated for you as per your requirements in the proposal

4.9 you equipped your racks into the assigned location inside the colocation site offered in the proposal

5.1 The term of this Terms and conditions shall begin on service request date and will continue in effect until YOU terminate it

5.2 In the event that a party (the "defaulting party"):

1. commits a material breach of these Terms and Conditions, and has not remedied same within 60 days after receipt of a notice from the other Party specifying the nature of the breach and requesting that it be remedied, or
2. fails to pay any amount on the date it falls due, or
3. becomes bankrupt or is insolvent or a receiver or liquidator (including provisional liquidator) is appointed over all or part of its undertaking, or enters into any scheme of arrangement or compromise for the benefit of its creditors or negotiations therefor, or declares a moratorium on the payment of its debts or becomes unable to meet its financial obligations.
4. You have failed to keep your Account Information complete, true, and accurate.
5. You have failed to respond to any email communication sent to the email address listed in your Account Information
6. Then the other party may, without prejudice to the exercise of any other rights or remedies which may be available to it, terminate this T&Cs by giving the defaulting party written notice to that effect.

5.3 Vodafone reserves the right to terminate this T&Cs and Service without notice, if it concludes, in its sole discretion, that you have provided false information as part of your Account Information;; (b) is engaged in fraudulent or illegal activities or the sale of illegal or harmful services; or (c) is engaged in activities or sales that may damage the rights or reputation of Vodafone or others (each “Termination for Cause”). Any Termination for Cause by Vodafone will take effect immediately, and you expressly agree that he will not have any opportunity to cure. If your Vodafone service ID is terminated for any reason, these T&Cs and your access to the Services will also be terminated and Vodafone will be responsible for deleting the VMs of the running environment. Additionally, if you registered a new domain name in conjunction with the Services, and Vodafone terminates the Services due to a Termination for Cause, then Vodafone reserves the right to remove the domain name from the domain name registry.

5.4 In the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes Vodafone to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations, and/or orders, Vodafone may suspend or terminate the Service, or terminate these Terms without liability, by giving you a suitable grace period, only if applicable.

5.5 Upon any termination of the Services or expiry of this T&Cs and Service, upon reasonable notice served to you , Vodafone reserves the right to permanently delete from its servers any and all information and content contained in you account or Services. In this case Vodafone shall have no liability for such deleted information or any loss of non-personal data or content.

5.6 In case of you officially communicating his well to terminate these T&Cs, so you will be subjective to pay the whole amount of the service fees till end of the contract duration (in case contract signed between parties)

5.7 Vodafone is a registered trademark of Vodafone in Egypt and other countries. Vodafone 's trademarks are not to be reproduced in any media without the written authorization of Vodafone, in any way that is likely to cause confusion to you, or in any way that could harm or discredits Vodafone. All other trademarks and trade names used to provide the Services (e.g. VMWare© or Microsoft©) are property of their respective owners and are granted the same protections herein.

5.8 All Intellectual Property Rights in all the Services and the Site including, but not limited to, design, structure, graphical images and underlying source code belongs to Vodafone and its respective business partners. you acknowledge that any and all domains requested through Vodafone shall become the intellectual property and ownership of Vodafone and that Vodafone is giving you the right to use such domain(s) against a published fee. If you decided to terminate the service with Vodafone, the subject domain(s) shall be closed by Vodafone. However, the Content of the information and non-personal data stored by you on the Site shall remain the exclusive ownership of you.

5.9 Except for the rights expressly granted herein, these Terms and Conditions do not transfer from Vodafone to you any developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely to Vodafone and its business partners.

5.10 Notwithstanding anything to the contrary in these Terms and Conditions, you will not attempt to prohibit Vodafone at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for you of Vodafone

5.11 All contents of the Services and on the services portals including but not limited all what was mentioned above are an exclusive property of Vodafone and governed by the Egyptian copyright law and any applicable international conventions.

5.12 This T&Cs does not grant either party any license or any other intellectual property rights in the other party’s confidential information and does not impose any obligation of any kind on either party to make or enter into any additional contract or transaction. Disclosing confidential information to the receiving party shall not be construed as granting any right or license either express or implied, to the receiving party under any trademark, patent, know-how, invention, copyright, mask-work protection right or any other intellectual property right, now or hereafter owned, controlled or disclosed by the disclosing party.

6.1 Vodafone is a registered trademark of Vodafone in Egypt and other countries. Vodafone 's trademarks are not to be reproduced in any media without the written authorization of Vodafone, in any way that is likely to cause confusion to you, or in any way that could harm or discredits Vodafone. All other trademarks and trade names used to provide the Services (e.g. VMWare© or Microsoft©) are property of their respective owners and are granted the same protections herein.

6.2 All Intellectual Property Rights in all the Services and the Site including, but not limited to, design, structure, graphical images and underlying source code belongs to Vodafone and its respective business partners. you acknowledge that any and all domains requested through Vodafone shall become the intellectual property and ownership of Vodafone and that Vodafone is giving you the right to use such domain(s) against a published fee. If you decided to terminate the service with Vodafone, the subject domain(s) shall be closed by Vodafone. However, the Content of the information and non-personal data stored by you on the Site shall remain the exclusive ownership of you..

6.4 Except for the rights expressly granted herein, these Terms and Conditions do not transfer from Vodafone to you any developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely to Vodafone and its business partners.

6.5 Notwithstanding anything to the contrary in these Terms and Conditions, you will not attempt to prohibit Vodafone at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for you of Vodafone

6.6 All contents of the Services and on the services portals including but not limited all what was mentioned above are an exclusive property of Vodafone and governed by the Egyptian copyright law and any applicable international conventions.

6.7 This T&Cs does not grant either party any license or any other intellectual property rights in the other party’s confidential information and does not impose any obligation of any kind on either party to make or enter into any additional contract or transaction. Disclosing confidential information to the receiving party shall not be construed as granting any right or license either express or implied, to the receiving party under any trademark, patent, know-how, invention, copyright, mask-work protection right or any other intellectual property right, now or hereafter owned, controlled or disclosed by the disclosing party.

7.1 you warrant and represent that you have acquired the right to access and use the Services and the Site and agreeing to these Terms to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers does not apply to the supply of the Site or these Terms;

7.2 If you are using the Services and the Site on behalf of or for the benefit of any organization/entity then Vodafone will assume that you have the right to do so according to the bylaws of your organization/entity and the applicable laws. The organization/entity will be liable for your actions including any breach of these Terms;

7.3 It is your sole responsibility to determine if the service meets the needs of your business.

7.4 The warranty does not apply to defects resulting from improper or inadequate installation use or maintenance; actions or modifications by you or any unauthorized third parties or you or accidental or willful damage.

7.5 you agree that the spelling of the domains requested is correct and you will hold Vodafone harmless of the erroneous reservation of a domain that was based on spelling error in this document.

7.6 No advice or information obtained in any manner, through or from the Services shall create any warranty not expressly stated herein.

7.7 Vodafone assumes no responsibility for the timelines, deletion, mis-delivery or failure to store any user communications or personalized settings.

7.8 Vodafone shall be entitled to disclose your user identity and details if required or requested by the courts or other law enforcement authorities and/or agencies or in such other circumstances as Vodafone in its sole discretion considers reasonably necessary or appropriate.

8.1 you agree to indemnify and hold harmless Vodafone, and its subsidiaries, affiliates, or other partners, officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorney’s fees, made by any third party due to or arising out of your Content, your conduct, your use of the Service, the services that might be offered through your Service, any alleged violation of these Terms, including any applicable Vodafone Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with your Service. Vodafone reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not prejudice your indemnity obligations. you agree to indemnify and hold harmless Vodafone and its subsidiaries, affiliates, or other partners, officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorney’s fees, made by any third party due to or arising out the implementation of this T&Cs. you shall keep the right to claim for compensation of any damages occurred thereof.

8.2 In no event shall the maximum liability of any party under this T&Cs exceed the total amounts that have been actually paid by you under this T&Cs, in the last 12 months.

8.3 Notwithstanding anything herein to the contrary, neither you nor Vodafone shall be liable for any indirect, special or consequential damages or loss of profits arising from any breach of contract, negligence or other liability even if the other Party had been advised or knew (or should have known) of the possibility of such damages.

Each party shall, and shall procure that its directors, officers, employees, agents, contractors, subsidiaries, affiliates and subcontractors shall in relation to the services to be provided under this T&Cs:/

1. act in accordance with ABC Laws (UK Bribery Act 2010, US Foreign Corrupt Practices Act 1977 and Egyptian penal code) and this clause;
2. not do or omit to do anything likely to cause the other party to be in breach of any ABC Laws;
3. not give, promise, offer, receive or request any improper financial or other advantage directly or indirectly, including (but not limited to) in relation to any Public Official;
4. maintain proportionate and effective anti-bribery compliance measures (including for gifts and hospitality), designed to ensure compliance with ABC Laws including the monitoring of compliance and detection of violations; and
5. provide reasonable assistance to the other party in any investigation or review conducted by it in relation to bribery and corruption

Either Party (the” Defaulting Party”) shall indemnify the other Party against all losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by the other Party, which it may suffer as a result of a breach of this T&Cs by the Defaulting Party.

10.1 You shall:

1. comply with all Economic Sanctions & Export Control Applicable Laws (as defined below) and not knowingly do anything which may cause Vodafone or members of its Group to breach such laws;
2. provide such assistance, documentation and information to Vodafone as Vodafone may reasonably request, including but not limited to, your information, destination and intended use of goods or services;
3. notify Vodafone in writing as soon as it becomes aware of an actual or potential investigation/breach in relation to the Economic Sanctions & Export Control Applicable Laws or any material change in your status or any of its directors, officers or direct or indirect substantial equity owners including but not limited to:
   • · Change in Sanctions status e.g. the inclusion on a Sanctions list in any applicable jurisdiction
   • · Change in License or authorization status e.g. a license/authorization loss in respect of Sanctions or Trade Controls;
4. Acknowledge Vodafone’s right to seek indemnities if any of the provisions of this T&Cs are breached without prejudice to Vodafone’s right to suspend services or terminate an T&Cs or Transaction with immediate effect and without liability on Vodafone.

10.2 Economic Sanctions & Export Control Applicable Laws: means law, regulation, binding code of practice, rule, embargoes, restrictive measures, executive orders or requirement enacted or enforced by the governments of the United Kingdom, European Union, United States of America or any relevant government or governmental agency, professional or regulatory authority, each as relevant to

1. Vodafone in the provision/receipt of the services and/or
2. Entity in the receipt/provision of the services or the carrying out of its business. Such laws specifically include Sanctions and Export controls restrictive measures.

11.1 Despite Vodafone’s efforts to ensure that the information on the Cloud Portal is accurate, complete and current, however Vodafone makes no warranty or guarantee that the services and/or information on Vodafone’s portal or services is error-free, complete, or current. Vodafone reserve the right to correct errors and/or update the services and content on Vodafone’s Site at any time and notify you in case this will affect the service delivered in the scope prior to the action 2 weeks.

11.2 Vodafone may be required from time to time to perform regular or emergency maintenance on the Services and the Cloud Portal. In this case, the Services may be affected during an emergency or regular outage. Vodafone will aim to provide you with 2 weeks notice before an outage as further described in the attached annexes.

11.3 Outages and incidents listed below will be considered by Vodafone and you as down time and it’s calculated within the agreed SLA

11.4 Outages or incidents due to scheduled maintenance will be considered as down times and it’s calculated withing the agreed SLA

1. Outages or incidents that falls within your applications, and/or H/W Operating system are out of this T&Cs scope. Duration of such incidents will not be considered as down times.
2. Outages or incidents due to local country practices, any national laws, customs, or regulations are out of this T&Cs scope. Duration of such incidents will not be considered as down times.
3. Outages or incidents due to causes beyond Vodafone control and causes due to incidents of Force Majeure are out of this T&Cs scope. Duration of such incidents will not be considered as down times.
4. Outages or incidents due to unavailability of your personnel in order to determine and/or isolate the problem are out of this T&Cs scope. Duration of such incidents will not be considered as down times.
5. Delay or failure caused by your applications or equipment. Duration of such delay will not be considered as down times.
6. Delay due unavailability of your personnel in order to determine and/or isolate the problem: Duration of such incidents will not be considered as down times.
7. Delay or failure caused by any reason related to any solution layer/component out of the service provided by Vodafone.
8. Any cyber security or fraud events results in service outage caused by you and it’s consequences is not Vodafone Egypt responsibility.

11.5 After any incidents or outage Vodafone teams will send an initial incident report (IIR) max 72 hours after the incident . some of the incidents are complex so the IR will not contains the root cause, in such cases Vodafone teams may need to reproduce the incident in alignment with you in a maintainance window, in this complex case will take up to 30 working days to provide root cause analysis document (RCA).

12.1 Vodafone reserve the right to make changes to the Cloud Portal and to the Terms & Conditions at any time upon prior written agreement between both parties.

12.2 If any provision of these Terms & Conditions or any part of any provision shall be determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason, it shall be void or unenforceable to that extent only and the validity and enforceability of any of the other provisions or the remainder of any such provision shall not be affected by such determination.

Neither party will use for publicity, promotion or otherwise, any logo, name, trade name, service mark or trademark of the other party or its Affiliates, without the other party’s prior, written, express consent. Owning party may withhold such consent in it’s absolute discretion. With regard to the use of a party’s name, all requests for approval pursuant to this must be submitted at least fifteen (15) business days prior to the date on which a response is needed.

Subject to the terms of these Terms and Conditions and any applicable work order and budget shall be managed by such party, acting independently and its individual capacity, the relationship between Vodafone & you is independent and nethier party shall have the right to bind or obligate the other party in any manner, other than as is expressly set forth in this T&Cs, given the several transactions that the parties have for business purposes, the parties hereby agrees on the transaction independence according to each transaction’s terms and conditions.

15.1 Vodafone proposes Colocation Solution that aims to deliver your expressed technical and business requirements backed by proven best practice design methodologies followed by many businesses around the globe. Vodafone Colocation facilities following tier 3 guidelines.

15.2 your existing and future requirements can be met with Vodafone’s colocation capabilities, offering a highly scalable that will provide seamless connectivity to your different business units.

15.3 By moving to a single provider and a centrally managed solution, you will be able to enjoy a consistent, secure and reliable service, use the most advanced network technologies available on the market and reach visibility over your communications cost.

15.4 Business Contunity is very important for running the business smoothly so Disaster Recovery solution will be provided on the same level and quality of the production data center but it will be physical hosted on different data center and dedicated B.W will be used for the connectivity between production and disaster recovery DR.

15.5 Colocation Key Features:

1. 10+ year track record on colocation and hosting services in data centers
2. Delivered in premier, carrier-neutral data centers across the globe
3. Purchase full Cabinet, multiple cabinets, or cage space
4. 24x7 monitoring of power, cooling, security by Vodafone teams
5. Add-on services include remote hands, equipment receiving & storage
6. Onsite Parts Depot with immediate access to servers, firewalls, routers, switches, load balancers, storage appliances, data cabling, PDUs, and accessories.
7. There is 24x7 site security staffing and 24x7 site monitoring including continual monitoring of internal and external premises.
8. here are controlled and alarmed entry points and doors with proximity card access
9. The loading/unloading and storage areas are located inside our facility and are not accessible by the general public.
10. Access to secure areas/areas where confidential or restricted information is processed (including in conversation) or stored is restricted to authorized persons.
11. Access to secure areas requires authentication and authorized
12. Third party support personnel only have access to secure areas when required and this access is specifically requested, authorized and monitored (they must be accompanied with one of the employees). There is a log book inside the Data Center to record all access by external visitors, vendors, and support personnel.
13. UPS installed to cater the facility
14. Safety from electrical hazards
15. Vodafone HVAC system (n+1)
16. There is monitoring of temperature and humidity controlled environment that conforming to Server, Disk, Tape and peripheral Equipment specifications.
17. There is building management system (BMS) connected to most of the building facilities, and managing 27 systems in one portal to proactively monitor and/or control the data center interface systems.
18. There is a maintenance team for all the facilities 24/7. They perform scheduled and proactive maintenance for all the facilities.
19. The network operations team (NOC) provides daily inspections (visual and audible) and review of monitoring reports and logs of the data center

15.6 Colocation Sites/Locations

1. 6th of October – Vodafone Square – Vodafone Horizon Center
2. New Cairo – Vodafone Building, New Cairo
3. 10th of Ramadan – Vodafone Technology Center

15.7 Service Use:

1. In order to access the colocation facility to perform any kind of activities you should follow the datacenter access policy.
2. Any Activity needed to be performed inside your racks should be done by your authorized personnel which should be approved to perform such action.
3. Any equipment needed to be installed/removed inside the colocation facility should be communicated with Vodafone with it’s details and Serial number to be confirmed by Vodafone datacenter team to be added to your installed equipment inventory.

15.8 Vodafone Scope:

1. Vodafone will be responsible of preparing the power requirements requested by you
2. Vodafone will make ready the space needed for your needed number of racks available
3. Vodafone will prepare the connectivity needed by you (Internet or MPLS VPN)

15.9 Out of Scope:

1. Vodafone will not perform any kind of activities on behalf of you
2. Vodafone will not be responsible of any kind of maintainance inside the your racks or equipment
3. Based on the fact that Vodafone does not have any accessibility to your content or personal data, we will not be responsible for the security of the beforementioned data and content.
4. Vodafone will not be responsible of any kind of damage (on a software or physical level) caused by a cyber attack (ex: malware that renders Hard drives unusable)

16.1 Vodafone Responsibilities

1. Vodafone will monitor the power infrastructure for uptime and availability.
2. Vodafone will monitor the temperature and humidity in each data center
3. Vodafone will manage, operate, and maintain the data center based on accepted industry best practices.
4. Vodafone will provide, in writing, any special rules or regulations for the data center facility where Colocation services are delivered. you will also receive a Data Center Handbook with general information about data center access, features, and Access policy.
5. Vodafone will perform facility updates, including maintenance & security updates, per the manufacturers recommendations and industry best practices. Updates will occur during declared maintenance windows, with advance notification for you.

16.2 Your Responsibilities

1. Your is responsible for installing, configuring, and maintaining all equipment and applications inside the Cabinet or Cage. Server- Central can offer installation and configuration assistance for an additional fee.
2. You are responsible for any cyber attacks that may happen as a result of software vulnerability
3. You must arrange equipment in the Colocation facility in a hot/cold aisle configuration, as designated by Vodafone . You are prohibited from installing any equipment that exhausts hot air into the cold aisle of any data center facility, as doing so may affect the temperature in the Cabinet or Cage, or that of an adjacent your space, or violate the SLA. Special cabinet or equipment vent- ing configurations must be pre-approved by Vodafone .
4. You shall not exceed, or install equipment in a manner which could cause you to exceed, the Rated Capacity of any power circuit in the Colocation Space, or the Power Cap assigned to the Colocation Space.
5. You are prohibited from installing power distribution equipment in a daisy-chain configuration.
6. You are prohibited from powering any of the following equipment from a power circuit in the Colocation Space without Server- Central’s prior written consent: power tools, vacuum cleaners, DC power conversion equipment, and battery backup systems.
7. You are required to notify Vodafone of all shipments through the Vodafone Customer Portal or by opening a Support Tick- et, in accordance with the rules and regulations of each data center facility.
8. You are responsible for obtaining any desired insurance on any shipment into or out of a data center facility.
9. You are not permitted to move any Cross-Connect from its initial point of demarcation. All connections to your equipment must be made using patch cables to the front of the patch panel in your Colocation Space.
10. You are not permitted to run any cabling on or in Vodafone or data center facility cable runways, ladders, trays, or other cable management systems, without Vodafone ’s prior written consent.
11. You will work with Vodafone to verify the Colocation Service is delivering the expected services to your owned equipment attached to Vodafone ’s power or networking infrastructure.
12. You will designate and maintain a Technical Customer Contact who can be made available to Vodafone for troubleshooting or questions.

17.1 Without the prior written consent of the disclosing Party, no receiving Party shall, in any manner whatsoever, disclose or communicate to any third party which is not a party in this T&Cs, or a regulatory authority, any Information (as defined below) or use any Information for any purpose except for the purpose for which such Information was supplied or except as legally required by any governmental or judicial entity.

17.2 Such prior consent shall not be required where such disclosure shall be required by law or the shareholders of the Parties. For the purposes of this Article, the term "Information" shall mean any and all proprietary information including, but not limited to, information concerning the business and business operations of any Party or a subsidiary thereof, and the terms and conditions of this T&Cs and the implementation thereof, which information is generated by any Party hereto or a subsidiary thereof and received either directly or indirectly by the other Party, but shall exclude your data and information which:

1. is or becomes publicly known or available to the public through no wrongful act of the receiving Party, from and after the date it becomes publicly known or available;
2. is received without restrictions from a third party without breach of any obligation of non-disclosure; and is independently developed by the receiving party

17.3 Each Party shall indemnify and hold the other Party harmless from any direct loss, liability, and expense suffered by such other Party as a result of the unauthorized disclosure, communication, or use of Information by itself, its officers, directors, staff or external advisors. The obligations contained in this Article shall survive for 3 years after the termination or expiry of this T&Cs.

17.4 Incase your have requested data that may contain Vodafone Egypt data should, NDA should be signed to protect this data from any disclosure.

18.1 Vodafone does not have any technical abilities to access the data stored by you inside your racks or any other appliances provided by Vodafone, including no access through the migrations and accordingly, cannot be held liable against any losses or damages to your stored data including personal data. Vodafone hereby also confirms that in case it needs to access any of the services/system provided and the stored Non-Personal Data for technical purposes, the following takes place:

1. A prior notice must be provided to you to request such access
2. This access shall be done under the supervision, management and control of your information security team.
3. Upon this access, Vodafone shall follow the relevant instructions provided by you at the time.

18.2 We transfer your business contact details that we access for the purpose of providing you with Colocation Services if Vodafone is acquired by or merged with another company. In this event, Vodafone will notify you before information about you is transferred and becomes subject to a different privacy policy.

For more information regarding how we deal with your Business Contact Details, please refer to our Privacy Policy which is located under the following link:

https://web.Vodafone.com.eg/en/privacy-policy-of-Vodafone-egypt

Vodafone provide clear communication and accountability for service management. Service across functions requires coordination. Vodafone’s service management structure provides a contact for each service with defined roles and responsibilities.

19.1 Colocation Support Services

Our centralised help desk is at the Colocation Support Team in Cairo. The Colocation Support Team is central to our approach to Service Management. This is where Vodafone Services is monitored, controlled & trouble tickets are logged, your incidents are tracked and managed to a resolved state.

We have implemented a comprehensive set of integrated tools and supporting processes to enable the Colocation Support Team to monitor and manage the offered services. Our management systems allow for analysis of trouble tickets and service data for trend and root cause analysis.

Colocation Support Team strives to identify incidents and troubles early while promptly alert both you and Service Management team. Open Trouble Tickets are tracked and resolved against that backdrop of agreed Service Level thresholds.

All incidents are logged and routed to the applicable resolver group. All incidents are tracked in terms of owner, assignee, and estimated time of completion and per defined severity, acknowledgements, journals and root cause.

To ensure improvement, closed Trouble Tickets are reviewed for the period to date. From the moment, a call is received or a trouble ticket logged, we actively seek to identify trends and its potential underlying meaning to our client base.

If you will call into the Colocation Support Team, they are then able to allocate your request to a specialist engineer via the interactive voice response (IVR) system. Via the voice prompts, you are able to log a request with the Colocation Support Team, escalate a request or listen to any relevant outages.

19.2 Service Availability

Vodafone Colocation Platforms which supports the services will be available to you and for [99.8%] during the year.The system Availability measurement includes Scheduled downtime which occurs when the Service will not be available to allow for the necessary maintenance (you will be notified 72 hours prior to the scheduled downtime) If at any time, Vodafone Colocation Platform is disabled outside of the normally scheduled downtime, Vodafone will provide you with a root cause analysis of the unplanned system outage.

19.3 Definitions

Definition	Description
Response Time	The period from when you submit your support request (or the time Vodafone Colocation becomes aware of a problem) to when a Vodafone Colocation Support Engineer contacts you and starts working on your support request (excluding automated responses) • Company must notify the appropriate internal and external resources to resolve the problem. • Company must notify or reply to you with respect to the issue
Down Time	Downtime: is the total accumulated minutes that are part of Maximum Available Minutes.
Business Hours	8:00 AM to 4:00 PM Cairo Local Time, Sunday through Thursday excluding official holidays.

19.4 Service Level Agreement (SLA) and Escalation Procedures

The following escalation procedures will set-up performance expectations that Company will follow in order to provide you with superior service.

The structure of these procedures is modeled on the 4-tiers priority system and will ensure that the issue is escalated to the appropriate departments for immediate resolution

Severity	Description
Emergency (Priority 1)	A major incident with the highest severity that causes the Service to be completely unavailable.  critical problem, entire system impacted or unrecoverable data loss. No workaround exists.
Critical (Priority 2)	YOUR  business is significantly impacted. Important functions of YOUR application are unavailable. critical problem, major functionality impacted. No workaround exists.
Standard (Priority 3)	A standard or priority 3 issues may cause some functional aspect of an application to be operational, but, restricts production.  serious problem that affects system functionality. A workaround exists but it shall be agreed if satisfactory.
Low (Priority 4)	An Issue that results in a minimal business impact and does not significantly impact operations.

Handling your issues will be done according to the priorities and time windows defined in the support package you purchased & explained in the table below: Default Support plan Standard and any other plan should be followed upon pre-agreement between Vodafone and you

Issue Priority	Standard	Professional	Premium	Elite
Critical	<8 hours	<4 hours	<2 hour	<60 Minutes
	(business hours)	(business hours)	(24x7x365)	(24x7x365)
Medium	<16 hours	<8 hours	<4 hours	<2 hours
	(business hours)	(business hours)	(24x7x365)	(24x7x365)
Low	<32 hours	<16 hours	<8 hours	<12 hours
	(business hours)	(business hours)	(24x7x365)	(24x7x365)

19.5 Support Channels

1. Phone:
   1. Queue # 5080 from Vodafone Lines or
   2. Mobile number : 01020001111 from none Vodafone lines
2. Email Channel:
   1. BusinessSolutions.SupportTeam@Vodafone.com
   2. We.Support@Vodafone.com
3. Online Resources:
   1. Access to portal user documentation, and FAQs for each service for ease of use

19.6 Colocation Services Escalation Matrix

	Name/Title	Email	Phone	Working Hours
First level Escalation	First line support team	BusinessSolutions.SupportTeam@Vodafone.com & We.Support@Vodafone.com	Queue # 5080 from Vodafone Lines Or +201020001111 from none Vodafone lines	Based on YOUR support plan
Second level Escalation (If no response within 2 hrs)	BUSINESS SOLUTIONS Support Manager  Name :  Amr Mansour	Amr.amin-mansour@Vodafone.com		Based on YOUR support plan
Third level Escalation (If no response within 4 hrs)	BUSINESS SOLUTIONS SENIOR MANAGER Name : Heba Kamal	Heba.Kamal@Vodafone.com	+201001002626	Based on YOUR support plan