ADDITIONAL TERMS FOR HOSTED IP TELEPHONY SERVICES SCHEDULE 2K(B)

Transcription

1 ADDITIONAL TERMS FOR HOSTED IP TELEPHONY SERVICES SCHEDULE 2K(B)

2 CONTENTS 1. Service Description Definitions Service Terms IP Phones Customer Obligations Access to Emergency Services Numbers Charges Service Level Agreement Service Specific Limitations Liability... 8 Schedule 2K(B) v

3 1. SERVICE DESCRIPTION Interoute shall facilitate HIPT thechnology to provide inbound and outbound voice calls to the Customer in accordance with this Schedule. 2. DEFINITIONS "Access Circuit" means the telecommunications lines, devices and related Software to be provided by or on behalf of Interoute for provision of the Services and used to connect any one Site to the Backbone Network; "Access Information" means the logins, passwords and other confidential information relating to Customer s use of the Services; "Backbone Network" means the overall communications system through and over which the Services will be provided by Interoute under this Agreement but excluding the CPE as specified in clause 3.2 of this Schedule and Access Circuit; "CE Router" means a Customer edge router maintained by Interoute to which an Access Circuit is connected; "Customer Administration Portal" means the portal provided to the Customer to enable the administration of the Service; "Fault" means the condition exists i) when the service is usable by the Customer, but the condition is not critical to overall Customer operations and does not restrict such operations; ii) when the service is partially inoperative, but is still usable by the Customer. "HIPT Provider" means the service provider managing the VoIP switch from where the Service is delivered and the interconnects to the PSTN; "IP Phone(s)" means a telephone handset which allows users to make voice over IP calls; "LAN" means the local area network managed and operated by the Customer and located at the Site; "LAN Technical Specifications" means the technical specifications set out in the Annex to this Schedule 2K(b); "Numbers" means the telephone numbers which, pursuant to the Purchase Order, Interoute provides to the Customer as part of the Service; "Service" means the Hosted IP Telephony services provided by Interoute which facilitate the making of IP voice calls from an IP Phone connected to the LAN over the IP network (including where connected over a Software Client Application), as described in this Schedule 2K(b); "Site" means the premises at which any CPE is to be installed, or to which any Services are to be provided, pursuant to this Agreement as set out in the relevant Purchase Order or as otherwise agreed by the parties; "Soft Client Application" means the software application to be provided as part of the Service which allows users to make voice over IP calls when away from a Site via an alternative device such as a laptop computer or mobile phone. Any other capitalised terms have the meaning set out in the Schedule SERVICE TERMS 3.1 Interoute shall provide the installation services which shall include, but is not limited to provision of user licences on the VoIP switch, provision of new geographic numbers, porting of existing geographic numbers and enabling access to Customer Administration Portal to administer the Service and view call charges. Schedule 2K(B) v

4 3.2 For the purpose of this Schedule 2K(b), the CPE to be provided as part of the Service shall include IP Phones (as set out on the Purchase Order), analogue terminal adaptors and any ancillary equipment (for the avoidance of doubt, the CE Router shall be provided as part of Access Circuit). The CPE shall be located at the Site(s) and the Customer shall provide at its own cost the power required to operate such equipment and a secure and appropriate environment to host such equipment. 3.3 Interoute shall not have any responsibility for, or liability in relation to, the LAN under the Agreement. 3.4 Interoute shall make available via the HIPT Provider directory information relating to the Customer to BT and other service providers for publication in directories and inclusion in directory enquiry services. If the Customer elects for its number to be treated as 'ex-directory', Interoute shall notify BT of its election although the Customer acknowledges that this would not prevent prior disclosures or publications of such directory information. 3.5 Incident Management Interoute shall provide Customer with Access Information to access the Customer Contact Centre and Customer Administration Portal. When reporting a Fault to the Customer Contact Centre, the Customer should provide: a) the Customer reference number provided by Interoute; b) the caller s name, title and telephone number; and c) a brief description of the problem and severity of the problem. For problems making a phone call, this should include the calling number, called number, time of problem and description of problem. 3.6 Service Management Interoute shall provide the following service management functions: i) Point of contact for Service change requests and billing queries; and ii) Provision of monthly call detail records via the Customer Administration Portal. 4. IP PHONES 4.1 The Customer shall only use IP Phones provided by or on behalf of Interoute, or such other IP Phones approved by Interoute in writing as suitable for use with the Service. 4.2 The Customer shall keep such number of spare IP Phones as reasonably requested by Interoute. 5. CUSTOMER OBLIGATIONS 5.1 The Customer shall be responsible for the provision, installation, configuration and maintenance of a LAN in each case of a specification and configuration (including makes and models where appropriate) which shall meet the LAN Technical Specifications. Customer shall provide Interoute with all information reasonably requested by Interoute in reaticon to the LAN. Schedule 2K(B) v

5 5.2 If Interoute so requests, the Customer shall provide Interoute or its nominated third party with access to the Site(s) to inspect the LAN and shall provide all reasonable assistance in relation to such access and inspection. 5.3 The Customer shall ensure that the LAN is suitably configured for the routing of outbound voice traffic and inbound voice traffic. If Interoute considers, acting reasonably, that the LAN does not meet the LAN Technical Specifications and notifies the Customer accordingly, the Customer shall promptly carry out such action, at its own cost, so as to upgrade, modify or replace the LAN so as to meet such specifications and shall notify Interoute when the LAN has been so upgraded, modified or replaced. 5.4 If, notwithstanding the foregoing, Interoute considers the Customer LAN does not meet the LAN Technical Specifications, Interoute shall be entitled to: i) provide the Service notwithstanding the defects with the LAN but the SLA set out below shall not apply and Interoute shall have no liability for any non-performance or functionality issues in any way related to the failure of the LAN to meet the LAN Technical Specifications; or ii) iii) require the Customer to remedy the defects in accordance with section 5.4; or terminate this Agreement in which case the Customer shall reimburse Interoute for any third party costs and expenses incurred by Interoute or to which it is committed at the point of termination in relation to the provision of the Service together with an administrative charge of 10% (exclusive of VAT) thereon. 5.5 The Customer agrees and acknowledges that Interoute does not provide LAN integration as part of the Service, the Service is delivered by means of the Customer facing port(s) on the router provided by Interoute as part of the data services provided by Interoute pursuant to a separate contract. 5.6 The Customer shall ensure that its LAN is capable of integration with the Service (including, without limitation, comprising any hardware, software and/or cabling required for such integration). Customer acknowledges that the Service does not, include the provision of advice on LAN integration, configuration or specification. 5.7 The Customer shall appointing a designated individual to have day to day management of all issues relating to the Services, including error reporting and tracking, SLA and billing issues (the Designated Support Contact ); and 5.8 The Customer shall maintain the confidentiality of, and shall keep secret and protected from access by third parties (subject to any provision of the same to the users for which the Customer shall remain wholly responsible) its Access Information. The Customer shall be responsible for amending and/or updating its Access Information in the event of loss of or notification to unauthorised third parties of the Access Information. Interoute shall have no liability for any action that it may take in response to the provision of correct Access Information. 5.9 The Customer shall ensure that it pro-actively maintains, monitors and secures its network so as to prevent unauthorised or fraudulent use of the Service. Schedule 2K(B) v

6 6. ACCESS TO EMERGENCY SERVICES The Customer acknowledges that: 6.1 the Service will not function in the event of a power failure and that such failure will prevent any calls being made, including those to any emergency services; 6.2 calls to emergency services will only convey the users normal place of work referred to in this Schedule 2k(b) as Site; 6.3 the ability of emergency organisations and emergency call centres to identify the location of a caller from a Customer Site depends (in the event that a caller in unable to convey the information orally) on the accuracy of the address and postcode of the Customer Site provided by the Customer to Interoute and by Interoute to the emergency centre database; and 6.4 the Customer agrees to communicate the information contained within this section 6 clearly to all of its users of the Service and to instruct users not to make calls to emergency services using the Soft Client Application unless they have no alternative. Any user who is using an IP Phone but who is not working at their normal place of work (for example, is working at a different Customer Site) should also be similarly instructed by the Customer. 7. NUMBERS 7.1 As specified in the Purchase Order, Interoute shall either allocate the Numbers to the Customer or facilitate the porting of the Customer s numbers to the HIPT Provider. 7.2 Any Numbers allocated to the Customer may only be used in connection with the Service. The Customer shall comply with all reasonable instructions issued by Interoute in relation to their use. 7.3 The Customer acknowledges that some number ranges may not be supported by Interoute and may not be used in connection with the Service. The Customer's ability to port numbers supported by Interoute is subject to the availability of a porting agreement between the HIPT Provider and previous or current number range holder for the transfer of such numbers. The porting of any Customer numbers to the HIPT Provider is subject to additional Charges as set out in the Purchase Order. 8. CHARGES 8.1 The Installation Charge will be payable by the Customer and will be invoiced upon acceptance of the Purchase Order by Interoute, while invoicing of the Fixed Rate Charge(s) will commence upon RFS Date for the Service. 8.2 Usage Charges The Customer shall be required to pay all Charges arising from any usage or any activity on the Customer s account in relation to the Service, including for the avoidance of doubt, Charges which arise from unauthorised or fraudulent use of the Service on the Customer s account (including by the Customer or any third party.) Interoute shall invoice the Customer for usage Schedule 2K(B) v

7 Charges monthly in arrears. Usage Charges are calculated based upon the rates specified in the relevant Puchase Order. 8.3 Special Payment Terms Interoute may revise the Charges at any time if the HIPT Provider increases its rates but will give 30 calendar days written notice before doing so. Should Interoute be required to revise the Charges in order to comply with any change in applicable law, regulation or code of conduct, Interoute will give as much notice as is reasonable in the circumstances. In both cases, the notice shall include any information which is prescribed by law (including any right to terminate). For the purpose of this Schedule 2K(b), clause 2.3 of Schedule 1 shall not apply. 9. SERVICE LEVEL AGREEMENT Interoute will provide the Customer with Service Credits (where applicable), as set out below, for the failure to meet the Service Levels. 9.1 Service Levels Service Levels are defined for the following Service performance measurements: Service Installation Site Availability 9.2 Service Inistallation Interoute shall use reasonable endeavours to meet the following delivery times, each of which are dependent upon the Customer supplying all requested information in the Purchase Order and are separate from the delivery times for any other data network service: Service: 40 Business Days from Interoute s acceptance of the relevant Purchase Order Provision of new geographic numbers: 20 Business Days from Interoute s acceptance of the relevant Purchase Order, provided that the HIPT Provider has sufficient allocation of numbers for the requested geographic area codes specified in the Order Form. Customer acknowledges that if the HIPT Provider does not have an allocation of numbers, it may take up to 3 calendar months for the HIPT Provider to obtain the requested new geographic numbers from Ofcom Porting of existing geographic numbers: 25 Business Days from submission of number porting form to HIPT Provider, providing the HIPT Provider has a porting agreement with the donor of the existing geographic numbers. Customer acknowledges that its ability to port numbers supported by Interoute is subject to the availability of a porting agreement between HIPT Provider and the donor. If the HIPT Provider does not have a porting agreement with the donor of the existing geographic numbers it may take up to 3 calendar months to put this agreement in place. In the event that such porting agreement is not reached, Interoute will not be able to port the relevant numbers for the Customer. 9.3 Service Availability Schedule 2K(B) v

8 9.3.1 The Service is considered available if the systems are capable of connecting an inbound and outbound call, the Availablity shall be construed according. The target Availability for the HIPT Provider VoIP switch is % (excluding maintenance windows) In the event that there is a condition whereby the Customer is unable to make and receive calls, and characterised by a complete failure of the Service due to a failure of the VoIP switch and not the data network (the Critical Fault ) and the service level falls below Availability target for a continuous period of 60 minutes or more, the Customer may request a Service Credit of 10% of the monthly Charge for the individual Service which is affected for each hour of service that does not meet this Service Level. In no event shall the aggregate monetary amount of Service Credits accrued in respect of any calendar month exceed 50% of the Fixed Rate Charges due for the affected Service in respect of that calendar month (excluding any variable charges). 10. SERVICE SPECIFIC LIMITATIONS In addition to the general service limitations set out in the Agreement, the Customer acknowledges and accepts the following technical limits relating to the Service: 10.1 Resale of the Service by the Customer is not permitted The Customer acknowledges and shall inform all users that use of the Service carries certain security risks to the systems and networks of customers, Interoute and third parties including, but not limited to: misuse; unauthorized access; alterations; theft; destruction; corruption; and attacks (the Occurrences ). The Customer should ensure that it takes security measures including but not limited to use of firewalls, passwords, access restrictions, encryption, policies, and physical access restrictions to protect from Occurrences all VoIP traffic, equipment, software, data and systems located on Customer s premises or otherwise in Customer s control and used in connection with the Service, whether owned by the Customer, Interoute, or Interoute s subcontractors. The Customer is solely responsible for all security measures, even if the Customer use a third party or Interoute to configure and implement them If at any time after the Ready for Service Date the Customer ceases to use the Service or part thereof for a prolonged period of time, Interoute may suspend such service (or part thereof) subject to giving as much prior notice as is reasonable in the circumstances (and in any event no less than two weeks notice) in order to prevent non-use alarms being generated Interoute reserves the right, on providing the Customer with at least 60 calendar days prior written notice, to discontinue any Service for technical or economic reasons. 11. LIABILITY 11.1 The Customer agrees to indeminify Interoute for any additional costs incurred by Interoute because of any delay or failure by the Customer to perform its obligations or responsibilities under this Agreement. Interoute will be entitled to charge for logged Faults that are ultimately diagnosed as being the Customer s responsibility or caused by the Customer breaching any of its obligations or failing to perform its responsibilities, including any repair costs. Schedule 2K(B) v

9 11.2 Subject to clauses 16.5, 16.7, 16.8 and 16.9 of Schedule 1, the Liability of each Party for any claim, loss, expense, or damage under this Schedule 2k shall be limited to the equivalent of the total amount of Charges owed by Customer to Interoute for the Services in the twelve (12) months immediately preceding the cause of action. If the Service(s) have been in service for less than twelve (12) months, then liability shall be limited to the estimated Charges for twelve (12) months of service. The liability set out in this clause 6.1 is subject to a maximum of Euro 25,000 for any one incident or a series of related incidents and to Euro 50,000 for all incidents in any period of twelve (12) months The liability set out in this Schedule 2K(b) represents Interoute s total liability to the Customer in relation to the Services. Interoute offers no further liability to the Customer. Schedule 2K(B) v

10 Annex - LAN Technical Specifications 1. The Customer s LAN must be configured to support the IEE 802.1p standards for traffic prioritisation. The Customer s LAN should support 802.1q trunking p provides Quality of Service suitable for prioritising voice RTP (Real Time Protocol) and voice signalling over other forms of data; 2. The Customer s router must be capable of supporting the RFC (Request For Comments) 2474 Differentiating Services (DiffServ); 3. The network performance criteria of the LAN is: Packet Latency is not more than 50 ms between end-points Packet Jitter if not more than 20 ms Packet Loss of less than 0.2% The speed of the LAN to the Customer s desktop computers should be no more than 100 Mbps. Where: For these purposes, Packet Latency shall be defined as the interval time of a voice packet sent from the originating LAN port to be delivered to the terminating LAN port. For these purposes, Jitter shall be defined as the variation in the time between packets arriving caused by timing drift or route changes. For these purposes, Packet Loss shall be defined as: (Number of IP packets delivered x 100) Number of packets sent for delivery 4. The Customer must ensure that the LAN equipment is capable of supplying inline power to the phones or for ensuring spare power sockets are available for all IP Phone locations; and 5. The Customer s LAN switches must be capable of supporting multiple VLANs. Schedule 2K(B) v