Terms and Conditions of Reserved Capacity

Reserved Capacity is one of the ways of contracting Azion Products and Services, subject to the terms of the Customer Agreement and related documents. Under this format, the Customer commits to pay a financial amount and will have access to a determined quantity of Products and Services during the Effective Term, according to their Reserved Capacity Service Order (“Service Order”).

1. Calculation of Consumption and Payment

1.1. Consumption will be calculated monthly, and the invoice will be based on the amounts indicated in the current Service Order, subject to the Payment Option chosen by the Customer. Any Overage usage will be charged according to the Overage Unit Price established in the Service Order and, in the absence thereof, according to the current On Demand Price published on the Azion’s website, and the charge may occur at any time after its occurrence.

1.2. The Customer is aware and agrees that the Products and Services will be subject to On Demand Prices, billed monthly, when: (a) using Products and Services that are not included in the Service Order; or (b) after the Effective Term, there is no automatic renewal or subscription of a new Service Order.

1.3. The Monthly Purchase Commitment and the invoice will be calculated pro rata in the first and last month of the Effective Term of the Service Order.

1.4. The volume of Monthly Reserved Capacity not used in any given month, if any, may not be used in subsequent months.

1.5. The Monthly Purchase Commitment may be adjusted annually based on the monetary adjustment indexes indicated in the Customer Agreement, preserving the contracted Monthly Reserved Capacity.

2. Renewal and Termination

2.1. The execution of a Reserved Capacity Service Order terminates and replaces any other Reserved Capacity Service Order that is in effect. This replacement does not exempt the Customer from the payment of any amounts due related to the previously effective Service Order until the Start Date of the new Service Order.

2.2. Each party may terminate the Service Order for cause upon written notification if the other party is in material breach of its contractual obligations, provided the breaching party has 30 (thirty) days from receipt of the notice to cure any material breach that can be cured.

2.3. In the event of cancellation and early termination of the Service Order without cause by the Customer, Azion will be entitled to receive all accrued and outstanding installments, as well as all future amounts, according to the Service Order, until the end of the Effective Term.

3. Other Terms

3.1. In case of non-compliance with any clause of the Customer Agreement, as well as any other contract or term agreed upon between the parties, including the Service Order, the Customer will be subject to the disregard of the Reserved Capacity Discount and retroactive billing, from the Start Date of the Effective Term, of the amounts recalculated at the applicable On Demand Price.

3.2. In case of conflict or divergence between the conditions defined herein and in the Service Order, the provisions of the Service Order shall prevail.

3.3. The details of the Products and Services and Professional Services, as well as the Billing Metrics, are available in the Terms of Service, and the Customer hereby declares acceptance of their content.

4. Definitions

4.1. The following are additions to the Terms and Definitions in the Customer Agreement:

Monthly Reserved Capacity - Monthly quantity available for consumption by the Customer for each Billing Metric indicated in the Service Order.
Overage Unit Price - Unitary amounts incident on consumption exceeding the Monthly Reserved Capacity (Overage).
Monthly On Demand Subtotal - The amount the Customer would pay Azion for the volume indicated in the Monthly Reserved Capacity if they were not eligible for the Reserved Capacity Discount.
Reserved Capacity Discount - Percentage discount on the Monthly On Demand Subtotal that is offered to the Customer during the Term.
Monthly Purchase Commitment - The minimum amount the Customer commits to pay Azion monthly for the Monthly Reserved Capacity.
Total Purchase Commitment - The minimum total amount the Customer commits to pay Azion until the end of the Term.
Start Date - The start date of the Effective Term of the Reserved Capacity Service Order.
Billing Metrics - The metrics for accounting for the use of Products and Services, as defined in the Terms of Service.
Effective Term - The contractual period the Customer chooses for the Service Order.
On Demand Price(s) - The nominal prices attributed to each Azion Product and Service, available at https://www.azion.com/en/pricing/.
Professional Services - The contracted services, in the plans and quantities indicated in the Service Order.
Due Date - Deadline for payment of amounts due under the Service Order, according to the Payment Option.