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

Part two. Drafting a contract

H. Suspension of services

The providers' standard terms may contain the right of the provider to suspend services, at its discretion, at any time. "Unforeseeable events" is a common justification for unilateral suspension of services by the provider. Such events are usually defined as broadly encompassing any impediments beyond the provider's control, including failures of subcontractors, sub-providers and other third parties involved in the provision of the cloud computing services to the customer, such as Internet network providers.

The parties may agree that suspension of services may occur only in limited cases identified in the contract (e.g., in case of fundamental breach of the contract by the customer, for example, non-payment). The right of suspension due to unforeseeable events may be conditioned on properly implementing a business continuity and disaster recovery plan. The contract may require that such a plan contains protections against common threats to the provision of the cloud computing services and be submitted for comment and approval by the other party. Those protections may include a geographically separate disaster recovery site with seamless transition and the use of an uninterruptible power supply and backup generators.