1. SERVICE DESCRIPTION Interoute s VPN Branch service (hereinafter the Service ) is a Fully Managed IPSec access service allowing connection to the Customer s VPN Branch and/or any IP VPN Sites provided by Interoute under Schedule 2g. The elements required for the Service are as follows: a Telephone Line; a Third Party Internet Connection; a (pre-configured) NTE and CPE for self-activation by Customer. The Customer may choose whether to opt for a provision by Interoute of either: A) the entire package consisting of all the three elements mentioned above ( Option A ); or B) the CPE only (for self-activation by Customer) for use of the Service on an existing (Customer provided) Telephone Line and Internet Connection ( Option B ). 2. DEFINITIONS xdsl means any variant of DSL based access, like ADSL (Asymmetric Digital Subscriber Line), SDSL (Symmetric Digital Subscriber Line) or VDSL (Very High Bit-Rate Digital Subscriber Line). Customer Demarcation Point means the local area network (LAN) interface presented to the Customer on Interoute s managed CPE. Customer Port means the provision of a physical and logical connection into the Interoute IP Network that is dedicated solely for the use of the Customer for exchange of Customer Traffic. Fully Managed means a business model where Interoute provides and manages specific CPE to Customer as required for the operation of the VPN Branch Service. Interoute IP Network means the Interoute owned Pan-European network equipment monitored and managed by the Interoute Network Management Systems for the purpose of transporting Customer IP Traffic. IPSec Access / IPSec means a connection to the Interoute IP Network via the public Internet utilizing Internet Protocol Security (IPSec) technology. Local Area Network or LAN means a computer network that links personal computers and workstations within a limited geographical area, such as a building or several contiguous buildings. Network Termination Equipment or NTE or Modem means the equipment provided on the Customer Premises by Interoute or an authorised third party supplier to terminate the physical Wide Area Network connection. Unlike the CPE, the NTE does not contain intelligence necessary to operate the service and must be connected to a CPE device to serve this function. "Minimum Specifications" means where Option B is chosen by Customer the minimum specifications to be met for the successful delivery and operation of the Service and that, unless otherwise notified by Interoute to Customer, are those indicated in clause 3.3. Telephone line or PSTN line means copper pairs of lines connecting the nearest telephone / xdsl exchange with the Customer Premises NTE. Third Party Internet Connection / Internet Access means connection to the public Internet provided by (either Interoute in case of Option A, or the Customer in case of Option B. Traffic means all IP packets that are transmitted and received at the Customer Port. Wide Area Network or WAN means any telecommunications network, private or public, transmitting data across long-distance areas between different LANs. Other capitalised words have the meanings set out in Schedule 1. 3. SERVICE TERMS The following terms and conditions shall apply when Interoute provides the Service to the Customer, and, save as expressly otherwise provided in the present Schedule 2g(b), shall apply whether the Customer has chosen Option A or Option B. 3.1. Initial Term page 1 of 5
The Service will have an Initial Term equal to that stated on the Purchase Order which commences on the Ready for Service Date. 3.2. Provision and use of the Telephone Line a. The Telephone Line is provided by Interoute through its subcontractors. b. The Telephone Line must be used by Customer only for the purpose of using the Service. Any different use by Customer (including but not limited to voice services and internet access for browsing) is prohibited. c. The Customer shall indemnify and hold harmless Interoute against all actions, losses, costs, damages, awards, expenses, fees (including legal fees incurred and/or awarded against Interoute) proceedings, claims or demands arising out of the use by Customer of the Telephone Line. d. The provisions under letter a) and b) of this clause 3.2 do not apply in case of Option B. e. In case of Option B Customer is solely responsible for all costs associated with the installation and rental of its existing Telephone Line along with all associated call charges (where applicable). 3.3. Minimum Specifications required in case of Option B 3.3.1. The following Minimum Specifications must be met for the successful delivery and operation of the Service. WAN interface IP address can only be assigned using DHCP. The CPE provided by Interoute shall be connected to a device that supports full DHCP capabilities. The CPE will request an IP address, subnet mask and a default gateway to connect to the Internet. WAN interface can have either a. a Public IP address; or b. an RFC1918 NAT-ed IP Address. When RFC1918 IP addresses are used for the WAN interface it is solely customer s responsibility to ensure that the subnet is not reused somewhere else on their network. Interoute provided CPE WAN interface accepts Ethernet presentation only. 3.3.2. Where despite delivery of the Service by Interoute Customer is unable to use the Service due to failure to meet the Minimum Specifications, Interoute shall have the right to invoice the Customer for the Service in accordance with the terms specified in Schedule 1 for the amounts detailed in the Purchase Order or Change Order. 3.3.3. Customer shall be solely liable for any costs or charges related to any services and products purchased for use in connection with the Service that cannot be used due to the said failure to meet the Minimum Specifications, including but not limited to any costs related to Third Party Internet Connection. 3.4. Installation a. The CPE supplied by Interoute shall be installed by way of self-activation by Customer. Interoute shall provide Customer with the relevant self-activation guide. b. Where self-activation is not possible or where Customer expressly requests it, Interoute s representatives or its subcontractors may carry out an onsite intervention for installation of the Service for an additional charge. 3.5. Customer s responsibilities and obligations a. Except where installation is carried out by Interoute under clause 3.4 b), the Customer shall be solely responsible for the timely connection of both the NTE and the CPE and their activation. page 2 of 5
b. In case of Option B Customer is responsible to ensure that the Minimum Specifications are met and that the Internet Access is in place and the relevant NTE connected thereto before proceeding with CPE self-activation (or activation of the CPE by Interoute under clause 3.4 b). c. Prior to self-activation (or installation by Interoute under clause 3.4.b) of the Service at Customer Premise(s) the Customer will ensure that all necessary consents, licences approvals and permissions have been obtained, and that all necessary preparation work has been carried out in accordance with any instructions that Interoute have provided. Such work is at the Customer s sole expense. d. The Customer agrees to provide Interoute, its employees, representatives and authorised agents, with access to the Customer Premise(s) to enable Interoute to carry out its obligations to provide the Service (where applicable). e. The Customer shall furnish reasonable, appropriate environmental conditions for the NTE and CPE (including, without limitation, protection from weather, security, availability of power, including a back-up generator, ventilation, heating, and cooling). f. The Customer hereby agrees with Interoute not to replace the CPE, nor to make any modification, alteration or connection to the same other than by prior agreement in writing with Interoute nor to make any disconnection therefrom otherwise than in accordance with such terms and conditions as Interoute shall from time to time stipulate. g. Ownership of and title to the CPE shall at all times remain with Interoute, unless stated otherwise in the applicable Purchase Order. The Customer shall prevent third parties from asserting any rights in relation to such CPE. h. During the continuance of this Agreement it shall be the Customer s responsibility to insure, and keep insured, CPE with a reputable insurer against loss, theft, damage or destruction howsoever arising (unless such damage or destruction is caused by Interoute or its agents). Such CPE shall at all times be at the Customer s risk. i. A 1.5m cable is supplied to Customer together with the CPE in order to connect the latter to the NTE. The Customer is solely responsible for providing the wiring to connect the CPE to the NTE if the CPE is located more than 1.5 metres away from the NTE. j. The Customer is solely responsible for the internal cabling that is required to connect the Customer LAN to the CPE. 3.6. No warranties page 3 of 5 The Customer acknowledges and agrees that: a. The Service is delivered with no guarantee on the quoted capacity. Customer is aware that speed variations are not necessarily related to line faults. b. The actual bandwidth may be less than the quoted capacity and will vary due to a number of factors including the Customer s Site distance from the xdsl local exchange, type of the local exchange, Customer LAN configuration, condition and length of the Telephone Line, Customer in-site cabling, number of users and type of applications. c. Interoute does not warrant that the Service will be uninterrupted or fault free or that it will meet the Customer s requirements. d. Interoute does not offer any Service Levels on repair time. Repair time may vary depending on the underlying Third Party Internet Access provider. e. In case of Option B only, it shall be the Customer s sole responsibility to directly contact the Third Party Internet Access provider for resolution of any performance issues related to such existing Internet Access. Interoute may charge the Customer for any request of intervention addressed to Interoute instead of the Third Party Internet Access provider. 4. CHARGES
4.1. Charges payable by the customer a. Charges for each Service shall comprise Installation Charge(s) and Monthly Charge(s). Interoute reserves the right to invoice the Installation Charges upon installation of each Service. b. Unless otherwise agreed in the Purchase Order, Charges for the Service and any applicable cancellation charges will be invoiced in accordance with the terms specified in Schedule 1 for the amounts detailed in the Purchase Order or Change Order. c. Any additional provisioning costs including but not limited to those related to Third Party Internet Connection may be invoiced to the Customer on a cost incurred basis. d. In case of Option B: Customer is solely responsible for all provisioning/usage costs including but not limited to Internet Connection. e. The provision under art. 4.1 lett c) does not apply to Option B. 5. SERVICE LEVEL AGREEMENT FOR INSTALLATION a. For each Service Interoute will agree with the Customer a Customer Committed Date based upon supplier availability of NTE (applicable to Option A only) and/or CPE and successful installation of Third Party Internet Connection. Lead-times will be specified by Interoute on a case-by-case basis. b. If only part of a Purchaser Order is delayed, Service Credits will be payable only in respect of the part of the Service that is not delivered by the Customer Committed Date. c. On handover of each Service, Interoute shall deliver to Customer a Service Handover Document together with a self-activation guide. Following receipt of such documents shall have a period of five (5) working days to either accept the Service or to notify Interoute of any material non-compliance of the Service as per the procedure described in clause 4 of Schedule 1. d. In the case of Option B installation and/or handover refer to the delivery of the CPE by Interoute. e. Interoute will provide the Customer with Service Credits (where applicable), as set out below, for the failure to meet the Customer Committed Date: page 4 of 5 Number of full Working Days by which Interoute fails to meet Customer Committed Date for installation of the applicable Service: Service Credits as % of Installation Charge in respect of applicable Service: 1 to 5 days 25% 6 to 10 days 50% 11 to 20 days 75% > 21 days 100% 6. SERVICE OUTAGE NOTIFICATION AND EQUIPMENT REPLACEMENT a. Notwithstanding anything to the contrary foreseen in clause 10.4 of Schedule 1, Interoute shall not be responsible for informing the Customer of any loss or degradation of the service. It shall be the Customer s responsibility to report to Interoute any experienced Service outage. b. Customer may report to Interoute any experienced Service outage through Interoute Hub or to the Interoute Customer Service Centre. A ticket will be opened if required. c. Upon receipt of a Service outage notification by Customer, Interoute shall endeavour to resolve the issue within two (2) business days of ticket opening and provide the Customer with progress updates every twelve (12) hours. Any required equipment replacement and support shall be managed by Interoute directly. d. Where the Service is to be provided in a country where Interoute does not have a legal presence it may be required that the Customer acquire title to the CPE, in which case Interoute will notify the Customer of such requirement [and the Purchase Order will reflect the relevant arrangement] e. In case of Option B it shall be the Customer s responsibility to contact their provider for any performance issues depending on the underlying internet connection.
7. CPE RETURN REQUIREMENTS No later than 15 days after the last day of the Term and any other time Customer is required to return the CPE to Interoute under the terms of this Schedule, Customer will pack the CPE with due care and attention and deliver it to Interoute at any destination reasonably designated by Interoute. All packaging, transportation, in-transit insurance and shipping charges will be borne by Customer. All CPE must be returned to Interoute in the same condition and working order as when delivered to Customer, reasonable wear and tear excepted. Customer will be responsible for and will reimburse Interoute promptly on demand for the cost of returning the CPE to good working condition. Customer returns of the CPE shall constitute Customer s release of any leasehold rights or possessory interest in the CPE. page 5 of 5