Schedule 2a for Capital Leases

Transcription

1 1. SERVICE DESCRIPTION The Interoute Managed Bandwidth service comprises protected Circuits and unprotected Circuits carrying communications traffic between fixed points. 2. DEFINITIONS In this Agreement, unless expressly stated otherwise, capitalised terms shall have the meaning ascribed to them below: Additional Terms means this document forming part of the Agreement, which describes the Services to be provided and the relevant service levels. Annual Maintenance Charge means the annual Charge for operating and maintaining the Managed Bandwidth. "Authorisations" means all material and applicable authorisations, leases, licences, easements, rights of way, franchises, approvals, permits, orders, consents and other rights required for Interoute to operate and maintain the Interoute Network and provide Managed Bandwidth to Customer. Circuit means that part of the end-to-end connection between the Customer sites that is carried on Interoute-owned network equipment monitored and managed by Interoute. The Circuit is delineated by Interoute Network Termination Points (On-Net). Circuit Delivery Service Means the work associated with the installation, delivery and handover of the Managed Bandwidth Circuit; Circuit Design Service Means the consultation and network design services required to provide the Managed Bandwidth Circuit; Interoute Network Termination Points means the point at which the Interoute Network terminates on the Customer-facing side of the Interoute distribution frame as detailed in the Purchase Order. "Lease Payments" means the non-recurring Charge payable for the supply of the Managed Bandwidth. Managed Bandwidth / Bandwidth Services Means SDH (Synchronous Digital Hierarchy), DWDM (Dense Wavelength Division Multiplexing) or Ethernet circuits as defined by the International Telecommunication Union or in the case of Ethernet, IEEE standards and as further described in the Purchase Order. Monthly Maintenance Charge means the monthly Charge for operating and maintain the Managed Bandwidth of 1/12 th of the Annual Maintenance Charge. Network Distance means the distance in kilometres between the two Interoute Network Termination Points based on circuit routing used. Protected Circuit means a service configured on ports and across network paths that have sufficient means of switching to either an alternate port or path in order to maintain or restore the service in the event of a service interruption. For the Service to be considered by Interoute to be protected, the Protected Circuit Service Availability Service Level shall apply to a Service identified as Protected in the Purchase Order. Third Party Local Access Connections means any Managed Bandwidth connecting the Circuit to the Interoute Network Termination Point. Unprotected Circuit means a service configured wholly or partly on unprotected ports and/or across an unprotected network path that has no means of switching to either an alternate port or path in order to maintain or restore the service in the event of a Service interruption. The Schedule 2a Additional Terms for Managed Bandwidth Capital Lease - Eng Lang version 1 dated of 6

2 Unprotected Circuit Service Availability Service Level shall apply to a Service identified as Unprotected in the Purchase Order. Terms used in the Agreement which are not defined herein, but which have common meanings when used in the telecommunications industry, shall have such common meanings when used herein. 3. MANAGED BANDWIDTH LEASE PAYMENT DETAILS 3.1. Unless otherwise agreed between the Parties in the Purchase Order, Interoute will invoice the Customer as follows: a. the Lease Payments will be invoiced upon signature of the Purchase Order; b. the Annual Maintenance Charges will be invoiced annually in advance upon the Ready for Service Date and each annual anniversary of the Ready for Service Date thereafter for the remainder of the Term; c. In addition, any costs incurred by Interoute provisioning the Circuit beyond the Interoute Network Termination Points may be invoiced to the Customer on a cost plus basis Unless the Parties have agreed otherwise in the Purchase Order, upon expiry of the Initial Term, the monthly charges applicable for any renewal period shall be the equivalent amount of: a. 3% of the Lease Payment per month, if the Initial Term was longer than 36 months; b. 6% of the Lease Payment per month, if the Initial Term was between 18 and 35 months; or c. 9% of the Lease Payment per month, if the Initial Term was less than 18 months The Lease Payment shall be apportioned by Interoute as follows: a. 10% being the Circuit Design Service; b. 20% being the Circuit Delivery Service; and c. 70% being the utilisation of the circuit ports and virtual channel required for the Managed Bandwidth service for the Term of the contract Circuit Design a. Interoute shall, in performing the Circuit Design Services, prepare the Circuit Design such that it: i. incorporates the requirements stated in writing by the Customer; identifies those parts of the Interoute Network and its technology as at the Ready for Service Date to be utilised in the provision of the Managed Bandwidth provided always that, in so doing, Interoute shall be entitled to vary the routing or technology over which the Managed Bandwidth is provided at any time and at its discretion so long as the Specification continues to apply. b. Interoute is not responsible and shall have no liability for ensuring that the Managed Bandwidth meets the particular purpose of the Managed Bandwidth for the Customer. The Customer confirms and accepts that the Circuit Design set out in this Agreement (or a Purchase Order under this Agreement) provided by the Circuit Design Service is fit for the Customer s purpose. Schedule 2a Additional Terms for Managed Bandwidth Capital Lease - Eng Lang version 1 dated of 6

3 c. Interoute grants to the Customer, a royalty-free licence to copy and make full use of any Customer Design for the purpose of utilisation of the Managed Bandwidth. This licence does not allow the Customer to reproduce the designs contained in the Circuit Design for any circuits that are not procured from Interoute. d. Interoute shall have no liability for use of the Circuit Design for any purpose other than that for which it was prepared and/or provided. 4. SERVICE CREDITS Interoute will provide the Customer with Service Credits, as set out below, for the failure to meet the following targets: Circuit Installation Service Availability Time To Repair ( TTR ) 4.1. Circuit Installation a. Interoute will provide a Customer Committed Date for the installation of Circuits. If Interoute fails to meet the Customer Committed Date, the Customer will be entitled to a Service Credit in accordance with this Clause. b. If only part of an order is delayed, valid credits will be payable only in respect of Circuits that are not delivered by the Customer Committed Date. c. Service Credits will be calculated as follows: Number of full Working Days by which Interoute fails to meet Customer Committed Date for Circuit: 4.2. Service Availability Service Credits as % of Annual Maintenance Charge (O&M) 1 to 5 days 2% 6 to 10 days 5% 11 to 20 days 8% 21 days 12% a. A Circuit is Available ( Availability has a corresponding meaning) when transmission of signals over the Circuit occurs in both directions. The Circuit is Unavailable when signals cannot be transmitted over the Circuit in either or both directions. b. The following equation will be used to calculate Service Availability. References to hours are to the number of hours (rounded to the nearest hour) in the applicable Monthly Review Period: (Total hours Total hours Unavailable) Total hours c. Protected Circuit Service Availability x 100 i. Interoute will use reasonable endeavours to ensure that all Protected Circuits are available for 99.95% of the time. Where Service Availability falls below 99.95% during any Monthly Review Period, the Customer will be entitled to Service Credits on the applicable Monthly Maintenance Charge as follows: Schedule 2a Additional Terms for Managed Bandwidth Capital Lease - Eng Lang version 1 dated of 6

4 Service Availability during Monthly Review Period (Protected Circuits) Service Credits as % of Monthly Maintenance Charge <99.95%-99.80% 5% 99.79%-99.50% 10% 99.49%-99.00% 15% 98.99%-98.0% 20% d. Unprotected Circuit Service Availability <98% 30% i. The monthly target Service Availability (A) for Unprotected Circuits having an Unprotected Network Distance (d) of less than or equal to 1000km, will be 99.5%. For circuits where the Unprotected Network Distance (d) (rounded to the nearest 100km) is greater than 1000km the following equation will derive the monthly target Service Availability : A=100-(d/2000) For example where the Unprotected Network Distance is 2000km the target Service Availability will be 99%. Where Service Availability for Unprotected Circuit falls below the target Service Availability calculated in accordance with paragraph 4.2.(d) during any Monthly Review Period, the Customer will be entitled to service credits on the applicable Circuit s Monthly Maintenance Charge as follows: Service Availability (A) for On-net services during monthly review period. (Unprotected) 4.3. Time to Repair Target Service Credits as % of Monthly Maintenance Charge A% to A - 0.5% 2% <A% - 0.5% and > or = A - 1.5% 5% <A% - 1.5% and > or = A - 3.5% 10% < A - 3.5% 20% a. In the event that a Circuit is not Available, Interoute will use all reasonable endeavours to restore service within the Time to Repair target of four (4) hours on Protected Circuits and eight (8) hours on Unprotected Circuits, provided access is available to the affected Premises. Interoute will provide the Customer with progress updates every two (2) hours, unless otherwise agreed. b. For the avoidance of doubt, Third Party Local Access Connections (since they are not under the direct control and ownership of Interoute) are not deemed part of the Bandwidth service and this Schedule 2a does not provide Time to Repair Level for such connections. However, Interoute shall endeavour to manage the resolution of the fault by the Third Party Local Access Connection provider as soon as reasonably practicable. c. Faults are considered to be repaired in the event of either a full or temporary repair being implemented, thus allowing Availability of Service. d. Where Interoute fails to meet the Time to Repair target, the Customer will be entitled to Service Credits on the applicable pro-rated yearly Monthly Maintenance Charge as follows: Schedule 2a Additional Terms for Managed Bandwidth Capital Lease - Eng Lang version 1 dated of 6

5 Full Working Hours past Time to Repair Target 5. FAULT REPORTING AND MANAGEMENT 5.1. Fault Handling Service Credits as % of Monthly Maintenance Charge 1 2% 2 5% 3 10% 4 15% Any suspected faults should be reported to the Interoute Customer Service Centre using the procedures detailed in the Customer Service Handover Document to be provided on the Ready for Service Date. When reporting a fault, the Customer should identify the affected Circuit and provide details of the fault Fault Duration All faults recorded by the Network Management System will be reconciled against the corresponding fault ticket raised by the Customer Service Centre. The exact fault duration will be calculated as the elapsed time between the fault being reported to the Customer Service Centre and the time when service is restored. 6. ACCESS AND AUTHORISATIONS 6.1. Interoute will use reasonable efforts to obtain all required Authorisations prior to the Ready for Service Date, and to maintain or renew all such Authorisations throughout the Term If any Authorisations are modified or terminated, and the loss of such Authorisations threatens to cause or does cause material financial harm to Interoute, or prevents or materially interferes with Interoute s control, possession and/or use of the Interoute Network or its ability to provide the Managed Bandwidth, then in its sole discretion Interoute shall have the option to: a. provide Customer with a comparable Managed Bandwidth service always provided that no higher cost are incurred; or b. Terminate Customer s Agreement and reimburse Customer a part of the Lease Payments and any charges paid in advance by Customer in respect of the unexpired Term of the Agreement, without any further obligation or liability to Customer in accordance to below sliding scale: i. termination in the first year upon Effective Date refund of 50% of the paid Lease payments and a pro-rata refund of the paid yearly charges; termination in the following years refund of 30% of the paid Lease payments prorated over the remaining term and a pro-rata refund of the paid yearly charges. c. The foregoing provision of paragraph 6.2 will be Interoute s sole and exclusive liability and Customer s sole and exclusive remedy with respect to the modification to or loss of Authorisations. 7. USE OF THE MANAGED BANDWIDTH 7.1. The Customer will use the Managed Bandwidth in full compliance with all applicable laws, rules and regulations. At the Customer s sole cost and expense, the Customer will obtain and maintain in effect during the Term all rights, licences, and governmental or non-governmental Schedule 2a Additional Terms for Managed Bandwidth Capital Lease - Eng Lang version 1 dated of 6

6 approvals and authorisations (other than those required to be maintained by Interoute under this Agreement) necessary for use of the Managed Bandwidth by the Customer Interoute is providing the Managed Bandwidth for the Customer s exclusive use. The Customer may sub-lease the Managed Bandwidth but the Customer shall continue to be liable to Interoute for all of its obligations under this Agreement Interoute may from time to time during the Term, exchange the Managed Bandwidth provided to the Customer with alternative Managed Bandwidth. The terms and conditions of this Agreement, in particular the Service Level Agreement, shall apply for any alternative Managed Bandwidth Service. Schedule 2a Additional Terms for Managed Bandwidth Capital Lease - Eng Lang version 1 dated of 6