Service Schedule 2 MS Lync Terms & Conditions v1.0

Transcription

1 Service Schedule 2 MS Lync Terms & Conditions v1.0 Overriding provisions All quotations are made and all orders are accepted subject to these conditions ( these Schedule Terms ) and our Active Support Contract Framework Terms. In the event of conflict between these Service Schedule Terms and the terms and conditions of your Active Support Order (including printed terms and conditions) these conditions shall prevail. Definitions Active Directory is an LDAP compliant directory service implemented by Microsoft for Windows Domain networks. It is designed to handle a high volume of read and search operations. Its database consists of objects and attributes and is hierarchical, replicated (multi-master) and extensible. These definition of these objects and attributes are stored in the Active Directory Schema. It provides authentication and authorisation mechanisms as well as a framework into which other services can be deployed. Application means the Microsoft Lync software. CPE means Customer Premises Equipment, which is any equipment (including software embedded in or run on such equipment), whether Freedom Equipment, Freedom Provided Equipment or Customer Equipment, which is provided, maintained or managed by Freedom as part of the Service. Federation means the enablement of communications across different organisations in a trusted fashion. Instant Messaging or IM means allowing two or more users to exchange real-time text transmission. Service means the service as set out in this annex and summarised in section 2. SIP means Session Initiation Protocol based on RFC Commencement & Term 1.1 This Service Schedule shall commence on the Order Effective Date and shall continue in force for its Minimum Connection Period (as specified on the Active Support Order form) and thereafter from year to year to completion of the Minimum Term of your Active Support Contract. 2. Service Description 2.1 Freedom shall provide the Customer or the Customer shall purchase Microsoft s enterprise-grade Lync software, Lync is a platform which provides organisations the ability to integrate common methods of communication, that is, to Unify their Communications. These include Instant Messaging (IM), voice over IP (VoIP), audio and video conferencing, application and desktop sharing, voice mail and . It also provides an indication of the status or 'presence' of individuals, thus enabling users a faster, more efficient way of reaching the individuals they need to. (the Application ). 2.2 The Application shall be installed on equipment at the Customer Site(s) and Freedom shall provide support in accordance with the Service Level Agreement, as set out in relevant Active Support Order form. The Customer may choose to enable only the standard features of the Application, which are set out in section 2.3, or it may add additional features to the Application, which are set out in section 2.4 below. 2.3 Standard Service Features - The Application provides the following standard features and functionality: Advanced Presence - allowing Users and IT administrators to define and publish presence states on behalf of themselves and others. Page 1 of 5

2 Voice and video - allowing Users to make PC to PC audio / video calls and high definition (HD) video, reduced call time set up and voice and video quality indicators. Desktop sharing - allowing Users to share their desktops via the Microsoft Lync Client. 2.4 Additional Service Features and Options - Additional features and functionality may be ordered as part of the Service at an additional Charge(s), as follows. Not all features will be available in all locations. External access, which enables Users to access the Service via a PC or laptop that is not on the Customer s corporate network, or via a mobile device. Enterprise Voice, which enables Users to use the Microsoft Lync client as a soft phone to make calls to and receive calls from PSTN numbers and PBX extensions. Integration with Microsoft Exchange Unified Messaging (2007 sp1 or later), which enables the Customer to complement the Freedom Enterprise Lync Enterprise Voice experience by integrating it with its own Microsoft Exchange (2007 sp1 or later) Unified Messaging solution. On-premises audio and video conferencing, which allows Users to host and attend multiparty audio and video conferences on the Customer s corporate network using the Lync client. On-premises web conferencing, which allows Users to host and attend web conferences on the Customer s corporate network and benefit from a range of features including integrated SIP-based audio and video, application sharing and support for media streaming. Conferencing, which allows Users to dial into audio conferences using a standard mobile, desk or home phone. Federation, which can be provided in two ways, both of which require the Customer to purchase public certificates from a Certificate Authority: a) Between companies (enterprise to enterprise) and Microsoft Skype Service. The federated organisation or partner must have deployed either Lync Server 2010 or later, Office Communications Server 2007 (Release 1 and 2) or Live Communications Server Availability of features or functions will be dependent on configuration and client version. Both parties must have Federation configured and have agreed to federate with each other. b) Between the Customer and Public Instant Messaging networks ( PIC ). The PIC Federation option allows the Customer to federate with users on public IM networks (such as MSN, AOL or Yahoo!). The Customer is responsible for purchasing, from Microsoft, any necessary Microsoft licenses for supporting the PIC Federation. Archiving and Monitoring, which enable the Customer to apply Microsoft Lync Archiving and/or Monitoring capabilities to its Service. Archiving archives all IM conversations, while Monitoring provides a solution for archiving call detail records for group conferences and for usage information related to file transfers, audio/video conversations, application sharing, remote assistance, meetings, and conferencing servers in call detail records. Resilience options 3. Solution Design 3.1 Freedom will prepare a technical design specification for the required Service. The Customer shall provide any configuration details requested by Freedom. Any request by the Customer for additional work outside the scope of the original technical design specification will incur additional Charges. Page 2 of 5

3 4. Professional Services 4.1 If necessary, to supplement standard implementation activities, Freedom will provide an agreed number of days of professional services to install, deliver and configure the Service. The Customer will pay for the agreed number of days of professional services stated on the Active Support Order form which will depend on the options the Customer orders and the levels of integration or complexity identified by Freedom. 5. The Customer s Responsibilities 5.1 The Customer is responsible for: a) At its own expense, obtaining and correctly maintaining, in accordance with the manufacturer s instructions, all server, Application and Client Access Licences ( CALs ) needed to access the Service. b) Ensuring, at its own expense that its personal computers ( PCs ), mobile devices, handsets, headsets, webcams or accessories which may be required to access the Service are of sufficient technical specification to meet the requirements for the client application as specified by Microsoft on its website. It is the Customer s responsibility to obtain such devices. c) Ensuring that external Users have the appropriate client(s) installed on their desktop / mobile device(s) to enable the User to access the Service. d) Providing all information reasonably required by Freedom to provide any agreed integration with the Customer s own applications such as the Customer s own anti-virus platform. The Customer is responsible for providing and maintaining any such application(s) and for providing access to it as required by Freedom for the duration of the Service. e) Maintaining a copy of the configuration details in its environment which enable the Lync service to be consumed, including Active Directory and group policies, DNS, certificates, User accounts and passwords, and network services, so that these configurations can be reproduced as agreed with Freedom if any of these components fails. A record of these configurations must be made by the Customer before and after Service installation or as otherwise agreed with Freedom. f) The creation, maintenance and design of all User information and ensuring that it complies with any applicable legislation relevant to the provision of such User information. g) All configuration and management of access to the Service including configuration of its network, firewall, DNS, routers, personal computers and home access arrangements for its Users. For the purposes of configuration and management of access to the Service, the Customer is responsible for ensuring that the use of the Service in combination with network and/or voice services is in accordance with the regulatory capabilities of the relevant network and/or voice service provider. h) Providing a network time protocol (NTP) clock source which Freedom can use for edge server synchronisation. i) Payment of all PSTN, SIP trunking or mobile charges incurred when using the Service. j) Provide remote access to the customer systems as detailed in the Service Level Agreement 5.2 In jurisdictions where an employer is legally required to make such disclosure to its employees, it is the Customer s responsibility to: a) inform its employees and Users that as part of the Service being deployed by Freedom, the usage of any targeted applications by the Customer s employees and/ or Users may be monitored and reported to the Customer by Freedom; and b) ensure that the Customer s employees and Users have consented or will be deemed to have consented to such monitoring and reporting, if such consent is legally required, and c) ensure that labour unions or other internal or external authorities, whose consent or authorisation is required by local law, have consented and/or authorized such monitoring and reporting. Page 3 of 5

4 Freedom shall not be liable for any failure of the Customer to comply with this section 5.2 and the Customer shall indemnify Freedom from and against any claims or actions brought by its employees or Users against Freedom arising out of the delivery of Services by Freedom in accordance with the terms hereof. 5.3 If the Customer wants to use the Enterprise Voice feature, it is responsible for ensuring that its voice service provider provides network CLIs that accurately identify the location of a User, and that its voice service provider puts appropriate measures in place to enable Users to call the emergency services, and correctly identify the caller s location. For the purpose of this section 5.3, the applicable voice service provider shall include provider of PSTN service or PSTN-equivalent VoIP service. The Customer acknowledges that the location feature of Lync may not be used to determine location for the purpose of calling emergency services. 5.4 If the Customer requests and Freedom agrees to, weakening of the Federation security settings implemented by Freedom or to use third party security products, the Customer acknowledges and agrees that such weakening of the security settings in order to connect the Service to public IM networks may increase the risk of a security breach and in such circumstances Freedom accepts no liability for any losses that may arise as a result of any such security breach. 5.6 The Customer is responsible for ensuring that the environment provided by the Customer to accommodate any equipment used to support the Service is suitable. 5.7 The Customer s PSTN service provider, and not Freedom, is responsible for all obligations applicable to the provision of PSTN services. If the Service is used in conjunction with a third party SIP service, then the Customer must provide Freedom with written confirmation that it or its SIP supplier will comply with all regulatory obligations applicable to the provision of PSTN and VOIP services. 6. Service Levels 6.1 The response time for these faults will be guided by the Service Level Agreement specified on the relevant Active Support Order form. 6.2 At your expense we shall provide Services and/or Equipment at our List Price where: a) failure of the Services and/or Equipment is due to the miss operation of, or failure of network providers' equipment (and/or hosted systems and/or electricity supply service and/or electrical surge or fluctuation due to storms or adverse weather conditions) or if any person not authorised by us to do so has tampered with the Services and/or Equipment; b) you require us to carry out any alterations to the Services and/or Equipment or any patch cabling or extension wiring; c) you require us to move the Services and/or Equipment to alternative premises where in our opinion suitable service and reception facilities exist provided the Services and/or Equipment does not thereby pass out of your possession or control ; d) you require us to perform remedial work outside of the contracted hours; e) a fault has been logged and Freedom has responded but no fault exists on the Services and/or Equipment; f) a fault has been logged and Freedom is unable to gain access to your premises during the contracted hours; or, g) we deliver a replacement part and you do not return the replaced part to us within 14 days. Page 4 of 5

5 6.3 Unless specified on the relevant Active Support Order form we are not responsible for implementing software upgrades, enhancements or patches free of charge. 7. Termination Charges 7.1 Either party may terminate the relevant Service specified on an Active Support Order form governed by these Service Schedule Terms at any time by notice in writing if the other party: a) is in material or persistent breach of any of the terms of this Agreement, by giving written notice specifying the breach and (if capable of remedy) requiring it to be remedied within 30 days of the date of the notice ( Notice Period ) and, if not remedied on or before the expiry the Notice Period the relevant Service shall end on the expiry of the Notice Period. If the breach is not remediable, termination will take effect immediately; or b) either party becomes subject to an Insolvency Event. 7.2 You may terminate the relevant Service specified on an Active Support Order governed by these Service Schedule Terms without liability for Termination Charges by giving to us in advance ninety (90) days written notice of termination, to expire at the end of the Minimum Connection Period of the relevant Active Support Order Form or at the end of any following year but not otherwise. 7.3 Termination Charges will be payable where a Service specified on an Active Support Order governed by these Service Schedule Terms is terminated by you without grounds of fault on the part of Freedom before expiry of the Minimum Connection Period. You will be liable to pay Termination Charges as liquidated damages for the amount to cover our investment in providing the Services and/or Equipment which shall be calculated as follows: Annual Charge / 12 X by the number of months remaining in the Minimum Term as at the date of termination You acknowledge that the Termination Charges represent a genuine pre-estimate of the loss suffered by us due to early termination, having regard to the overall commercial deal between the parties, and that the Termination Charges do not represent a penalty. 8. Law & Jurisdiction 8.1 This Agreement is governed by and construed and interpreted in accordance with English Law and we hereby submit to the exclusive Jurisdiction of the English Courts. Page 5 of 5