Standard contract between cloud computing service provider and user organization

Chapter 1. General Provisions

Article 1 (Purpose)  This Agreement regarding the use of cloud computing services and supplementary services provided by KONC Co., Ltd. (hereinafter referred to as "Supplier") and ____________ (Hereinafter referred to as the "User Organization"), specifies the rights, liabilities, and other necessary terms and conditions.

Article 2 (Definitions) The definitions of terms used in this contract are as follows.

1. "Cloud computing" refers to an information processing system that enables flexible use of information and communication resources, such as direct or shared IT devices, information and communication equipment and software, to be used through the information and communication network according to the users' needs or demand changes in accordance with Article 2 Section 1 of the "Act on Development of Cloud Computing and Protection of Users."

2. "Cloud computing service" refers to a service that provides information and communication resources to other people commercially by using cloud computing in accordance with Article 2 Section 3 of the “Law Concerning Development and Protection of Users of Cloud Computing”.

3. "Supplier" means a provider that provides cloud computing services and additional services.

4. "User organization" means a corporation or individual business operator who has entered into a contract with a supplier to use cloud computing services and supplementary services.

5. "End-user" means the person who uses the services provided by the user organization through the cloud computing service.

6. "User information" means the information (information according to Article 3 Section 1 of the 「National Informatization Framework Act」, personal information and credit information in the case of an individual), which is information owned or managed by the user organization.

7. "Service level agreement" means an agreement that a supplier has agreed to provide a predefined level of service through agreement with the user organization.

Article 3 (Specification of Contract) ① The supplier shall publish the contents of this agreement on the cloud computing service (hereinafter referred to as the "service") homepage (wise4edu.com) so that the service user can find out the contents of this contract, or be notified it in a way that can be easily confirmed by the service user.

② The supplier shall provide appropriate procedures for the user organization to inquire and be responded to the contents of this contract.

Article 4 (Interpretation of Contract) As for the matters not specified in this contract and the interpretation of the contract, the "Law on Development and User Protection of Cloud Computing", "Personal Information Protection Act", "Law on Use and Protection of Credit Information", "Act on Consumer Protection in Electronic Commerce etc.", "Act on Promotion of Information Network Usage and Information Protection, etc." and related laws and regulations will be applied.

Chapter 2. Conclusion of Use Contract

Article 5 (Application for Use and Method) ① A person applying for the use of the Services (hereinafter referred to as the "Applicant") may prepare an application provided by the service provider's homepage or apply for the use of the service in accordance with procedures set by the supplier.

② The applicant shall provide the essential information necessary for the provision of the service, and the supplier shall guide the applicant to confirm the use and scope of the information necessary for the application of the service.

③ When applying for the application under the item 1, the applicant shall indicate his or her real name (in the case of a corporation, actual business name, the same shall apply hereinafter) and actual information. If the applicant steals the name of another person or writes false information, he / she can not assert the rights set forth in this contract, and the supplier may cancel or terminate the contract for this reason.

④ When a minor submits an application for use, he / she must obtain the consent of the legal representative, and the specific agreement procedure may be in accordance with the method provided by the supplier.

Article 6 (Approval and Limitation of Application) ① This contract shall be established when the applicant applies for use to the supplier and the notification of the acceptance of the supplier reaches the applicant.

② The supplier may not approve the application for use under any of the following cases:

1. In case of application for use in violation of Article 5 (Application and the Method) Section 3

2. If the applicant has not paid the fee

3. If the applicant has violated an important issue of the contract with the supplier

4. If a minor is unable to confirm the consent of the legal representative

5. Paying for service charges by unauthorized use or stolen credit card, wire / wireless telephone, bank account of others.

6. Application for use for the purpose of illegal act prohibited by 「Information Communication Network Promotion and Information Protection Act」, 「Copyright Act」, 「Personal Information Protection Act」 and other related laws

7. If the Applicant has previously lost the entitlement of the User Organization under this Agreement

8. In addition, if it is deemed that it is considerably inappropriate to give consent for reasons falling under items 1 to 7

③ The supplier may suspend the consent until the cause is resolved in any of the following cases.

1. If there is no availability in the supplier's facility or there is a technical obstacle

2. If there is a disruption in the payment method

3. In the case where it is difficult to accept the application for the reasons similar to the first or second item

④ When the items listed at the time of application for use are changed, the service provider shall inform the user organization without delay.

Chapter 3. Obligations of Contracting Party

Article 7 (Obligation of Suppliers) ① Suppliers are required to comply with relevant laws and regulations such as the "Law for the Development of Cloud Computing and Users" and have standards for information protection established by Ministry of Science, ICP and Future Planning of Korea so that user organization can use the services smoothly. Suppliers shall continue to provide services above the level specified in the Service Level Agreement.

② The supplier shall be able to carry out regular operation and inspection in order to provide stable service and notify the operation in advance.

③ The supplier shall promptly repair and restore the normal service if it is difficult due to the disability, and in case of delay of doing it,  the reason and schedule shall be notified to the user organization.

④ The supplier must provide an appropriate level of security service, and is obliged to prevent leakage of personal information or infringement of rights from third parties.

⑤ The supplier should take measures to ensure that the user organization is able to easily check the usage status and payment details of the service.

Article 8 (Obligation of User Organization) ① The user organization shall not violate relevant laws and regulations such as the Copyright Act in the course of using the service, and shall not engage in acts contrary to customs or other social order.

② The user organization shall pay the fee until the date set forth in this contract, and shall inform the supplier promptly when the information necessary for the transaction such as contact, payment method, etc. is changed.

③ The user organization is responsible for the management of service access information such as user ID and password, and the user organization is responsible for the use of the end user and the use of the user information due to the breach of the user organization’s careful obligation.

④ The user organization shall confirm the matters notified from the supplier in relation to the provisions of this contract, usage guide and service, and observe the agreements such as the service level agreement.

Chapter 4. Use of Services

Article 9 (Provision and Modification of Service) ① The supplier shall provide services to the user organization pursuant to this contract, and the content and level of implementation shall be subject to the service level agreement separately established.

② The supplier and the user organization shall consult each other when they wish to change the content of the service or its level of implementation. However, if the content of the service or its level of implementation is disadvantageous to the user organization and the content is important, the supplier should obtain the consent from the user organization.

③ The supplier and the user organization should provide the name and contact information of the department and the person in charge to handle the mutual inquiry or request.

Article 10 (Service Charge) ① Service Charge consists of basic service and supplementary services (____________________won or USD per year). The details of the fee, such as the type of fee, unit price, billing method, discount rate, etc., should be listed in the attached sheet or posted on the service homepage.

② The service charge shall be based on the annual fee, and when the service is terminated, the service charge shall be calculated on the basis of the number of used dates.

③ Additional service charges due to one-time or temporary service expansion should be summed up and charged to user organization by the supplier at the agreed time, and the user organization shall pay it if there is no objection.

④ Reduction or discount of service fees may be determined by the supplier and the user organization, and if the service provider suspends the service without notice or causes a disruption in service, the user organization may claim compensation for the reduction of the service fee or the damage caused by the interruption.

Article 11 (Claim and Payment of Charge) ① The supplier should send the payment request to the user organization at least 10 working days prior to the payment date for the designated annual fees.

② The user organization should pay the charged fee until the date stated in the payment request if there is no objection to the contents of the payment claim. However, if the user organization fails to use the service for the reason that the user organization is not responsible, the user organization is not obliged to pay the service fee during that period.

③ If the user organization is dissatisfied with the requested fee, the user organization may apply for the objection within 5 working days from the date of receipt of the request, and the supplier should notify the user organization the result within 5 working days from the date of receipt of the objection.

Article 12 (Settlement and Return of Charges)  ① The supplier should return the service fees or settle the service charge for the next year when an overpayment was made, and if the user organization delays the payment of the service fees, the service provider can charge one fifth of the penalty calculated from the deadline. But this shall not apply to the case that payment request has not been reached for the reason that the user organization is not responsible.  

② If the user organization can not achieve the purpose of the service use contract due to a serious error of service, the user organization may claim the service provider for the return of the service fee even if the service fee has already been paid.

Article 13 (Suspension of Service) ① The supplier may suspend the use of the service if it falls under any of the following cases, and shall resume providing the service without delay after the cause is resolved.

1. In the case that the user organization does not pay the fee within 14 days after receiving the request of the payment of the outstanding balance and the late fee.

2. When the user organization arbitrarily provides services to a third party

3. If the user organization causes serious problems in system operation or network security

4. In case of violating other related laws or obstructing the business of supplier

② The supplier shall notify the user organization up to 30 days before stopping the service under Paragraph 1 and give the opportunity of appeal. Provided, however, that this shall not apply when it can not be notified by the reasonable reason of the user organization.

③ When the supplier suspends the service pursuant to each case of Section 1, if there is no special reason, the user organization should pay the fee during that period.

Article 14 (Suspension of Service) ① The user organization may request suspension of the service during a period not exceeding two 10 days per year in special circumstances.

② The supplier may charge the service fee for the period (days)  in which the service is suspended within the range of 50% of the monthly usage charge immediately before the service interruption period.

Article 15 (Interruption of Service Provision) ① The supplier may suspend the provision of service in any of the following cases, and shall resume service provision without delay after the cause is resolved.

1. Inability to provide services inevitably due to reasons such as upgrading of system for improvement of service, expansion / repairment / inspection of equipment, maintenance, and other necessary tasks related to management and operation of facilities

2. When it is needed to cope with unexpected unstable service such as electronic intrusion or communication accident such as hacking

3. If normal service can not be provided due to natural disaster, power outage, service facility failure, etc.

② In case 1 of paragraph 1, the supplier shall notify the user organization 30 days before stopping the service. However, in cases 2 and 3, the service may be discontinued without prior notice, but after the interruption, the supplier should notify the user organization without delay.

③ The notice referred to in paragraph 2 shall include the period of interruption, and if the supplier exceeds the period, the amount for the excess period shall be deducted from the service fee or the rate set by the service level agreement.

④ If the user organization is not responsible for the occurrence of the reasons set forth in each case of Paragraph 1, the user organization shall be free from the obligation to pay the fees during the suspension period.

Chapter 5. Restriction and Termination of Service

Article 16 (Restrictions on Use of Services) Supplier shall restrict the use of services if user organization and its end users,  by the act of electronic infringement, cause damages to data, server shutdown, or by violating the provisions of this agreement, any other situation which may lead to a serious problem of the service.

Article 17 (Cancellation and Termination of User Organization) ① If there is any reason falling under any of the following cases, the user organization may terminate this contract within three months from the date the service was first provided or within 30 days from the date it was known or available to be known.

1. If the services agreed to in this Agreement are not provided

2. If the service provided is different or markedly different from the display, advertisement, etc.

3. If the service is not available due to a defect in the service or if it is significantly difficult

② The user organization may terminate the contract if it falls under any of the following cases:

1. If the supplier fails to fulfill the contractual obligations due to bankruptcy or other reasons during the provision of the service, or if the fulfillment of the obligations becomes significantly difficult

2. If the supplier does not fulfill the service according to the contents of the agreed service contract

3. If there is an important reason for not maintaining the contractual relationship

③ If the user organization intends to terminate the contract pursuant to Paragraph 2, it shall notify the supplier of the reason for cancellation 30 days before and give the opportunity of appeal. However, when it can not be notified due to the responsible reason of the supplier, the duty for advance notice and the opportunity to file an objection will be exempted.

Article 18 (Cancellation and Termination of Supplier) ① The supplier may terminate the contract in any of the following cases:

1. If the user organization is unable to achieve the purpose of the contract even after the supplier has started the service

2. If, before the provision of the service after the conclusion of the contract, the user organization is unable to fulfill the obligations under the contract due to bankruptcy or other reasons, or if the fulfillment of the obligations becomes significantly difficult

② The supplier may terminate the contract in any of the following cases:

1. In the case where a user organization violates the obligation of the user organization as set forth in Article 8 (Obligations of the User organization) and falls under any of the following cases

  1. In the case where the user organization delays payment of the service fee more than two times based on the annual fee after the use of the service is suspended
  2. If the user organization disposes of the contractual rights and obligations to a third party without the consent of the supplier

2. In case the restricted user organization fails to resolve the issue for a considerable period of time in accordance with Article 16 (Restrictions on Use of the Service)

3. Termination of the service upon termination of the business.

③ When the supplier intends to terminate the contract pursuant to Paragraph 2, the user organization should be notified of the reason 30 days before and shall be given an opportunity for appeal. However, when it can not be notified due to the responsible reason of the user organization, the duty for advance notice and opportunity of objection will be exempted.

④ The supplier may cancel the contract without prior notice if the user organization intentionally or by mistake caused damages to the supplier, and the supplier should notify the user organization without delay after termination.

⑤ The termination of contracts under Paragraph 2, 3 and 4 shall not affect the claim of compensation by the user organization.

⑥ When the supplier terminates the contract, the supplier shall notify the user organization in writing, e-mail or in a similar manner to the following matters.

   1. Reason for cancellation

   2. Termination date

   3. Refund

Chapter 6. Protection of User Information

Article 19 (Protection and Management of User Information) The supplier shall protect the user information as stipulated by the relevant laws and regulations. Regarding the protection and use of user information, relevant laws and regulations, user information processing policy and personal information processing policy, which are separately notified are applied.

Article 20 (Processing of User Information) ① When a contract is terminated due to revocation or canceling, the provider shall return the user information to the user organization, and if the return is in fact impossible, the user information should be destroyed.

② The supplier shall completely destroy the information of the user organization in a way that can not be recovered.

③ When the user organization wants to transfer its user information to another company, the supplier should cooperate with the transfer work.

Chapter 7. Damages, etc.

Article 21 (Compensation for Damages) ① If a supplier incurs damage due to intentional or negligent service or provides services that are less than the quality and performance specified in the service level agreement, damages shall be compensated.

② When the service becomes unavailable under this contract, the user organization may charge the supplier with the amount of damages as prescribed in the following items.

1. If the service becomes unavailable for less than 144 hours, 1.5 times the rate calculated on a daily basis

2. If the service becomes unavailable for more than 144 hours, the larger amount out of 2 times the monthly charge or the paid fee of 3 months before the claim for damages,

③ Notwithstanding the provisions of Paragraph 2, the claim for damages of the user organization shall not affect the compensation for the special damages caused by the unavailability of the service.

④ If the user organization causes damages to the supplier by intent or negligence, the damages shall be compensated.

Article 22 (Indemnity) ① The supplier shall not be liable for damages caused by any of the following reasons.

1. If service interruption is inevitable due to the reason of each case of Article 15 (Suspension of Service) Paragraph 1, and notified in advance according to the procedure set forth in Paragraph 2 of the same Article, and there is no intention or negligence to the supplier

2. Emergency situations such as natural disasters, war, civil war, riots, technical defects that can not be resolved at the present level of technology, and other cases where service can not be provided due to force majeure

3. In the case of interruption, obstacle and termination of service due to the intention or negligence of the user organization

4. If there is no intention or negligence to the supplier when the telecommunication service provider ceases to provide the telecommunication service or if the provider fails to provide it normally,

5. Additional problems arise due to the computer environment of the user organization or the network environment without intention or negligence of the supplier

6. If there is no intention or negligence to the supplier against damages incurred by the user due to the computer error of the user organization or user’s incorrect personal information and e-mail address

② The supplier shall not be liable for the contents of the information, data or facts posted or transmitted by the service provider or the third party in the service or the service homepage, unless there is intent or negligence.

③ Suppliers shall not be liable for damages caused by disputes arising out of the intellectual property rights infringement between the user organizations or between the user organization and the third party unless there is intent or negligence.

④ The supplier shall not be liable for any damages caused by the use of the services caused by between the user organizations or between the user organization and the third party.

1. If the supplier does not violate the provisions of the "Law for the Development and User Protection of Cloud Computing"

2. If the supplier proves that there is no intention or negligence

3. In the event that other user organization or a third party infringes the user organization’s right, and the supplier does not have the authority and ability to control the infringing activity

4. If other user organization or the third party violates the rights of the user organization, even if the supplier has the authority and ability to control the infringement, the supplier does not obtain direct financial benefit from the infringement

5. In the event that other user organization or the third party violates the rights of the user organization and the supplier suspends the infringement immediately after supplier becomes aware of the circumstances

Article 23 (Notification to User Organization) ① The supplier shall inform the user organization by phone or mobile phone, sending text messages or mail (including e-mail) or posting a notice on a service access screen when any of the following occurs.

1. Infringement

2. Leakage of User Information

3. Service interruption

4. Termination of service

5. Other matters that have a significant effect on the use of the services of the user organization

② The supplier shall notify the user organization without delay if any reason falling under any of the items in Paragraph 1 occurs. Exceptions shall be made in the following cases.

1. If the notice was made 30 days prior to the service interruption

2. If the change or termination of service was conducted 30 days in advance.

3. If the abolition or termination of the business was reinforced 30 days in advance

③ The supplier shall notify the user organization of the following matters without delay when the reasons for the items 1 to 3 of Paragraph 1 occur. However, in cases where it is difficult to immediately know the cause of the second item, the remaining matters should be notified first, and if the cause of occurrence is confirmed, it should be notified to the user without delay.

1. What happened

2. Cause of occurrence

3. Provision of preventive measures against spreading damage by suppliers

4. How to Prevent or Spread Damage to User organization

5. Responsible Department and Contact

Article 24 (Restrictions on Transfer, etc.) The supplier and the user organization may not transfer or provide all or part of the rights and obligations under this contract to a third party without the prior consent of the other party.

Article 25 (Competent Court) ① If a lawsuit is filed due to a dispute between the supplier and the user organization, the court designated by the Civil Procedure Act shall be the court of competent jurisdiction.

② If either party is a foreign operator, the court of the Republic of Korea shall have jurisdiction over the international jurisdiction.

Article 26 (Governing Law) The laws of the Republic of Korea shall apply in relation to the establishment, validity, interpretation and implementation of this Agreement.