Notes on the Main Issues of Cloud Computing Contracts (prepared by the UNCITRAL secretariat, 2019)

Part two. Drafting a contract

Q. Miscellaneous clauses

Parties often group under miscellaneous clauses provisions that do not fall under other parts of the contract. Some of them may contain a standard text appearing in all types of commercial contracts (so called "boilerplate provisions"). Examples include a severability clause allowing the removal of invalid provisions from the contract or a language clause identifying a certain language version of the contract as prevailing in case of conflicts in interpretation of various language versions. Placing contractual clauses among miscellaneous provisions does not diminish their legal significance. Some of them may be tailored by the parties to the specifics of cloud computing services.

Relevant Glossary terms

Cloud computing services: online services characterized by:

  1.       Broad network access, meaning that services can be accessed over the network from any place where the network is available (e.g., through the Internet), using a wide variety of devices, such as mobile phones, tablets and laptops;
  2.       Metered delivery, allowing usage of the resources to be monitored and charged by reference to level of usage (on a pay-as-you-go basis);
  3.       Multi-tenancy, meaning that physical and virtual resources are allocated to multiple users whose data are isolated and inaccessible to one another;
  4.       On-demand self-service, meaning that services are used by the customer as needed, automatically or with minimal interaction with the provider;
  5.       Elasticity and scalability,meaning the capability for rapidly scaling up or down the consumption of servicesaccording to the customer's needs, including large-scale trends in resource usage (e.g., seasonal effects);
  6.       Resource pooling,meaning that physical or virtual resources can be aggregated by the provider in order to serve one or more customers without their control or knowledge over the processes involved;
  7.       A wide range of services from the provision and use of simple connectivity and basic computing services (such as storage, emails and office applications) to the provision and use of the whole range of physical information technology infrastructure (such as servers and data centres) and virtual resources needed for the customer to build its own information technology platforms, or deploy, manage and run customer-created or customer-acquired applications or software. Infrastructure as a service(IaaS), platform as a service (PaaS) or software as a service (SaaS) are types of cloud computing services.