These Service Terms set out the service-specific terms and conditions applicable to the service (Service) to be provided by the Company to the Customer under the signed Order Form to which these Service Terms are attached (Order Form), and form part of this Agreement (as defined in the MSA or General Terms and Conditions, as applicable) for the Service.
Unless otherwise defined below, words and expressions in these Service Terms have the same meaning as set out in the MSA or General Terms and Conditions (as applicable) and the SLA, as appropriate.
The Order Form will specify which service and which options will apply.
These Service Terms are strictly limited to provision of the Service, and shall not apply in respect of any other service(s) that may be provided by the Company to the Customer under this Agreement.
In these Service Terms, in addition to the terms defined within these Service Terms unless the context otherwise indicates the following words have the following meanings:
Acceptance Criteria for the Service means where a bit rate error test returns a result of less than 0.05% for a 24 hour period;
Additional Charges means:
(a) items such as internal wiring, dedicated trunking, internal trunking, wayleave dues, customer premises equipment charges and/or any applicable charges imposed by the building management office, data center; and
(b) other additional charges (if any) set out on the Order Form;
The Company Network means the Network of the Company and its Affiliates;
Emergency Maintenance means maintenance that is not Scheduled Maintenance;
ITU means the International Telecommunication Union;
ITU-T Recommendations means the industry recommendations made from time to time by the ITU’s telecommunication standardisation sector;
Ready for Service Date or RFS Date means the date when the Company notifies the Customer that the Service has been installed and is ready for testing;
Scheduled Maintenance means maintenance that is performed by the Company during its standard maintenance window;
Service Renewal Term means subject to clause 4.4, successive periods of one (1) month; and
Service Initial Term means the initial term of the Service as specified in the Order Form or, if not so specified on the Order Form, then subject to clause 4.4, an initial term of twelve (12) months.
2 Service Description and Overview
2.1 The Service provides cross-border and cross-regional customers with fully transparent POP-to-POP, POP-to-end, or end-to-end international private leased circuit services using the Company Network and Third Party Providers’ worldwide transmission Network (as the case may be).
2.2 The Company has based its service parameters for the Service on those independent standards defined by the ITU-T Recommendations.
2.3 The Order Form sets out relevant Service type(s) including circuit usage, types of circuit, relevant interfaces and bandwidth.
3 Service Performance and Location
3.1 The Company will provide the Service to the Customer in accordance with this Agreement.
3.2 The Order Form will include details of (inter alia) the Company’s or the Customer’s locations (or third party locations where the Customer has a presence) at which the Service is to be provided (Sites).
3.3 Once the Service has been installed, the Customer is responsible for the costs of relocation of the Service.
4 Service Commencement and Term
4.1 Each Service will commence on the Start Billing Date and, subject to earlier termination in accordance with this Agreement, will continue for the Service Initial Term.
4.2.1 a party gives notice to terminate the Service no less than thirty (30) days before the expiry of the Service Initial Term; or
4.2.2 the parties agree a Service Extension Term in accordance with paragraph 4.3,
the Service Initial Term will automatically renew for successive Service Renewal Terms until a party gives notice to terminate the Service no less than thirty (30) days prior to the expiry of any Service Renewal Term.
4.3 The parties may at any time prior to expiry of the Service Initial Term agree in writing to extend the Service Initial Term for a further period of not less than twelve (12) months (Service Extension Term). Unless a party gives notice to terminate the Service no less than thirty (30) days before the expiry of the Service Extension Term, the Service Extension Term will automatically renew for successive Service Renewal Terms until a party gives notice to terminate the Service no less than thirty (30) days prior to the expiry of any Service Renewal Term.
4.4 Provided always that if the Company has sub-contracted the provision of all or part of the Service to any Affiliate of the Company or to a Third Party Provider, the Service Initial Term, notice required for termination or extension of the Service shall be negotiated and agreed upon by the parties and clauses 4.2 and 4.3 shall not automatically apply to the relevant Order Form.
5 Installation acceptance testing
5.1 The Customer will have three (3) calendar days following the Ready for Service Date to conduct tests to determine whether the Service complies with the Acceptance Criteria (Acceptance Testing Period).
5.2.1 no written notice is received from the Customer on expiry of the Acceptance Testing Period; or
5.2.2 if the Customer notifies the Company that the Service complies with the Acceptance Criteria,
then the Customer will be deemed to have accepted the Service and, subject to clause 5.3, the start billing date will be the Ready for Service Date (Start Billing Date).
5.3 If the Customer notifies the Company during the Acceptance Testing Period that the Service does not comply with the Acceptance Criteria:
5.3.1 the Company will promptly take such reasonable action as is necessary to correct any such non-compliance in the Services;
5.3.2 the Company will notify the Customer of a new Ready for Service Date; and
5.3.3 paragraphs 5.1 and 5.2 will apply in respect of that new Ready for Service Date.
6.1 Subject to additional charges, the Company or its Affiliates or Third Party Providers may be required to provide a network terminating unit or data terminating unit (collectively as “Equipment”) at the Premises.
6.2 The Equipment shall at all times remain the sole and exclusive property of the Company or its Affiliates or Third Party Providers (as the case may be) and the Customer shall have no interest or right in it except for quiet possession and the right to use the equipment in accordance with this Agreement.
6.3 If Equipment is removed or damaged by the Customer, other than as a result of reasonable wear and tear, the Company will invoice the Customer for the value of the Equipment immediately preceding such damage.
7 Service charges variation
7.1 The Company has the right to increase the Recurring Charges and/or Additional Charges by ten percent (10%) at the commencement of the initial Service Renewal Term immediately following expiry of the Service Initial Term and/or the Service Extension Term provided that the Company notifies the Customer of such adjustment not less than thirty (30) days before expiry of the Service Initial Term or the Service Extension Term (as the case may be).
8 Termination Fee
8.1 The Termination Fee for the Service is an amount equal to one hundred percent (100%) of the charges for the Service(s) payable for the unexpired remainder of the then current Service Initial Term, Service Extension Term or Service Renewal Term (as the case may be).
8.2 The parties agree that the Termination Fee has been calculated as, and is, a genuine pre-estimate of the loss likely to be suffered by the Company.
9 Customer's Obligations
9.1 The Customer must:
9.1.1 provide the Company with all reasonable co-operation in relation to the installation of the Service at the Customer's cost, including:
(A) accurate completion of an Order Form containing detailed demarcation information and other onsite contact listings, and completion of the necessary technical questionnaires provided by the Company; and
(B) all reasonable preparation of the Sites and such other relevant Customer or third party premises for the supply of the Service and otherwise to comply with the Company’s installation specifications for the Service;
9.1.2 at all reasonable times permit full and free access to the Sites and to such other relevant premises and equipment as the Company and the Companys Personnel reasonably require to install, test, operate, maintain and otherwise perform the Service, including arranging access to any of the rights-of-way, conduits and equipment space necessary for the Company to provide the Service to the Sites;
9.1.3 provide all necessary assistance to enable location and rectification of any Service Level Failure (as defined in the SLA) regardless of whether that fault is the responsibility of the Company or another person;
9.1.4 co-operate with the Company and provide the Company with any information that is reasonably requested in the performance of the Service, and ensure that such information is accurate in all material respects; and
9.1.5 take any steps reasonably necessary to ensure the safety of the Company 's personnel when attending the Sites and any other Customer or third party premises.
9.2 Other than as set forth in paragraph 9.1, the Customer will, if applicable, provide the necessary equipment, protective apparatus, space, conduits, ventilation, air conditioning and electrical power required to operate and maintain the facilities used to provide Service to the Sites without charge or cost to the Company in accordance with the Company’s specifications. The space, conduits and power will be made available to the Company, its Affiliates and/or Third Party Providers (as the case may be) on a timely and reasonable basis. The Customer will be responsible for maintaining the equipment space and associated facilities, conduits and rights-of-way as safe places to work, which are insured against fire, theft, vandalism and other casualty. The Customer shall carry out adjustments, modifications, alterations, repairs or replacements at its own expense to any equipment when so required by the Company. The Customer will also be responsible for ensuring that the use of the equipment space and associated facilities, conduits and rights-of way comply with all applicable laws, governmental rules and regulations as well as any provisions of this Agreement, provisions of any other agreement between the parties, and any reasonable rules that the Company imposes uniformly in good faith on all users of the Company facilities and services provided that in no case shall such rules materially adversely affect the Customer’s access to or enjoyment of the Service provided in accordance with Agreement.
10 Maintenance Management
10.1 The Company shall use its reasonable endeavours to notify the Customer’s nominated representative of any plan to undertake maintenance which may affect the Service by:
10.1.1 not less than five (5) Business Days’ notice in advance of Scheduled Maintenance; and
10.1.2 notice to the extent it is reasonably practicable to do so in advance of Emergency Maintenance.
10.2 Within one (1) Business Day of receipt of the Company’s notice of Scheduled Maintenance, the Customer may contact the CTNOC to object to the proposed timing of the Scheduled Maintenance and in such situation the Company may (but is not obliged) to use its reasonable endeavours to reschedule such Scheduled Maintenance to a mutually agreeable time.