1 SERVICE AGREEMENT ( SA ) FOR DATA SERVICES This SA covers the provision of data-related services and is to be entered into between the Supplier and the Customer. The Service Contract formed by the accompanying Order Form, the MSA, this SA relating to the Services to be provided hereunder, and any document expressly referred to herein together form the Service Contract relating to the Services. This is a separate agreement from any other Order and related contract entered into by the Supplier and the Customer. 1. CREATION OF A SERVICE CONTRACT 1.1 After the Customer has submitted an Order Form, the Supplier will should it wish to proceed, confirm acceptance of the Customer's request that it is able to supply those Services. The Supplier shall also confirm that it is able to supply and, where applicable, install any related Sold Equipment and/or Rented Equipment and to install the Customer Equipment, by sending the Customer an Order Acceptance. The Order Acceptance, together with the applicable Order Form, the MSA and this SA shall complete the Service Contract. 1.2 Where a preferred Ready for Service Date has not been specified by the Customer, the Supplier shall install and commence the service to the standard lead time associated with the Services, subject to a site survey and availability of resources. The inclusion of a preferred Ready for Service Date by the Customer shall be an indication of preference only and shall not be guaranteed by the Supplier. 1.3 Where there are multiple Services being installed within a Service Contract, the Ready for Service Date for each Service shall be begin where the Supplier has notified the Customer that the specific Service is Ready For Service, notwithstanding that the Customer may not be ready to use the Service. 1.4 A Service Contract may be amended by a formal written agreement signed by both parties, including agreement indicated by way of electronic mail that includes the express consent by an authorised individual from both the Customer and the Supplier. Any such correspondence that adds or modifies Services in connection with an account established by a Service Contract shall be deemed to be an amendment to that Service Contract, notwithstanding the fact that the correspondence does not expressly refer to that Service Contract. 1.5 Where a Service Contract is amended in writing or by electronic mail, the communication will state clearly the Order Number the amended services are relating to. 2. CUSTOMER DATA 2.1 The Customer agrees to manage all the Customer Data, including the updating of Software, during the course of the SA. 2.2 The Supplier agrees to manage the Customer- Premises Equipment during the course of the SA. 3. DELIVERY & INSTALLATION OF THE EQUIPMENT 3.1 The Customer shall deliver to the Facility the Customer Equipment for installation at the Facility during Normal Business Hours in order to facilitate the provision of the Services. 3.2 To enable the Supplier to fulfil its obligations under the Service Contract expeditiously and properly and specifically to deliver, install, inspect, maintain, connect, trace faults, repair faults, renew or dismantle all or any part of the CPE, the Customer shall permit or procure permission for the Supplier and the Partner to have reasonable access during Normal Business Hours to the Customer's Site and the CPE at the Customer s Site and shall provide such reasonable assistance as the Supplier shall request from time to time. 3.3 The Supplier and the Partner will normally carry out installation work at the Customer's Site by appointment with the Customer during Normal Business Hours. At the Customer's request, the Supplier may agree to carry out the installation work outside Normal Business Hours, subject to the Customer paying an installation charge agreed in advance in writing by the Supplier and the Customer. 3.4 Save where the Supplier is required to do so in order to fulfil its obligations under this agreement, by applicable law, by RIPE or any governmental or emergency service organisation or other competent administrative authority or regulatory body of competent jurisdiction, the Supplier shall not alter or withdraw any of the IP Addresses supplied in the provision of the Services which are registered to the Customer in the RIPE Regional Registry database throughout the duration of the SA. 3.5
2 4. CUSTOMER S OBLIGATIONS 4.1 The Customer shall be responsible for ensuring that: Any Customer Data loaded or stored on the Resource is appropriately licensed for the Customer s use and storage on the Resource Any Customer Equipment is electronically and mechanically sound and can be safely connected to 230V power for an unspecified duration with or without interruption and, for this purpose; the Customer shall ensure that the Customer Equipment is tested at least every 12 months during the course of this SA Any Customer Equipment complies with applicable Health and Safety Standards and all relevant Health and Safety legislation At all times the Supplier shall be supplied with an up-to-date, complete and accurate inventory of all of the Customer Equipment. This shall include details of the value of the same and the likely consequence for the Customer in terms of loss of or damage to the Customer s business in the event of damage to, loss of or other unavailability of the same Unless otherwise agreed in writing with the Supplier the Customer shall be solely responsible for its own and any third party software, programs and data, the maintenance of the same and the output thereof and for ensuring that such items are (if applicable) properly licensed, including being licensed for use by the Supplier where necessary The Customer Equipment will not store or have loaded upon it any software that is designed or likely to adversely affect, interfere with or be malicious to any other equipment Any software loaded or stored on the Customer Equipment, and any Customer Data loaded or stored on the Resource, will be self-contained and will not interact with the Internet in any way, with the exception of normal internet operation via the recognised internet protocol as published by the Internet Engineering Task Force (IETF) under RFC 5000 (as amended) All data (including sequences of binary numbers) stored in permanent (including but not limited to hard disk, USB-drive, CD-ROM, DVD) or temporary (RAM) form on the Customer Equipment is of a lawful nature and does not so far as it is aware violate or infringe any Intellectual Property Rights, copyright, patent, statutory or common law or other proprietary rights of others or contain any obscene, immoral or libellous material The Customer Data and any and all data transmitted or received by the Equipment or the Resource do not so far as it is reasonably aware violate or infringe any Intellectual Property Rights, copyright, patent, statutory or common law or other proprietary rights of others or contain any obscene, immoral or libellous material No data or Customer Data received or transmitted by the Equipment or the Resource will adversely affect, interfere with or be malicious to the Customer Equipment or any third party hardware or software connected to the Internet The Customer Equipment and/or the Customer Data will not, at any time, perform operations designed to intercept data not directly addressed to the Customer Equipment and/or the Resource or otherwise breach or disrupt internet communications and shall be operated in accordance with Accepted Standards Where required by the Supplier, it will alter its network or IP address allocation assigned for the Customer s use by the Supplier or other names, code or numbers allocated in connection with the Services other than Domain Names owned by the Customer held in international domain name registers. The Customer confirms that it shall not seek to claim any rights in any IP address allocation or other related names, codes or numbers and that they cannot be transferred to another provider The Customer Equipment shall not exceed the weight limits of the Rackspace, and at no time exceed 250KG per full rack The Customer shall keep any part of the Data Floor allocated for the storage of Customer Equipment in good condition and upon termination of this Service Agreement return it to its original condition, fair wear and tear excepted Where the Supplier agrees to provide Services at premises other than the Facility, the Customer shall:
3 (i) provide or, as necessary, procure the provision of such space, power, and environmental conditions to Accepted Standards free of charge at the premises in question as the Supplier may need, for the safe and reliable storage of the Supplier s equipment; (ii) permit the Supplier, its sub-contractors, employees and agents to access to those premises free of charge at any such times (which will generally be Normal Business Hours) as may be necessary to enable the Supplier to perform the Services At the Supplier s request the Customer shall provide at the Customer's expense, a suitable mains electricity supply with connection where required, to enable the Supplier to supply and install the CPE, Sold Equipment and/or Rented Equipment and the Services It shall comply at all times with all applicable laws and regulations (including the Computer Misuse Act 1990, any applicable governmental or regulatory requirements relating to any internet or other services provided by the Customer, and the Data Protection Act 1998) as shall be in force from time to time It shall not do anything that may be dangerous, a nuisance, an inconvenience or other disturbance to other customers of the Supplier Before using any operating systems or applications (including Supported Software) in conjunction with the Services, that the performance of such operating systems or applications when used together or run in conjunction with the Services is satisfactory to the Customer and for its purposes. 4.2 THE CUSTOMER ACKNOWLEDGES THAT: Unless explicitly detailed in a Service Agreement and in that case only to the extent detailed, the Services do not include the provision by the Supplier of additional space for hosting the Customer Equipment or any replacement equipment or the making of any contingency arrangements to support the Customer in the Event of Force Majeure; and other statistics and shall be reported to the Customer using the Customer Portal. 4.3 The Customer shall indemnify and keep indemnified the Supplier against any and all claims or legal proceedings brought against the Supplier by any third party arising from the use by the Customer of the Services whilst in breach of this Agreement. 4.4 Where the Service includes Service Provider Licensing Agreements ( SPLA ) provided by a Partner, the Supplier must maintain administrative control over any service or operating system purchased under the SPLA. 5. FEES AND PAYMENT 5.1 The Fees payable by the Customer to the Supplier for the Services will be set out in the Order Form. 5.2 Unless otherwise agreed in writing by the Supplier the Supplier shall invoice the Client for the Services quarterly in advance and will set out in the invoice reasonable details of the Services and expenses to which the invoice relates. 5.3 The Supplier shall at its option be entitled to increase the Fees in respect of the cost of power as a result of market or supplier increases provided that any such increase will be limited to the percentage change in the electricity component of the Consumer Price Index plus five per cent (5%). 5.4 Where the Service Contract includes Connectivity Services then initial payment in relation to each Connectivity Service is fully refundable to the Customer should further installation charges, over and above those in the Order Form, become chargeable following an initial site survey for that Connectivity Service. The Customer shall notify the Supplier that they wish to exercise this Clause 5.4 within 5 working days from when the Supplier notifies the Customer of the additional charges otherwise those charges shall be deemed to be accepted Where applicable for the Service, the Customer Equipment is monitored for throughput of data
4 6. CUSTOMER EQUIPMENT 6.1 The Supplier shall have the right from time to time, upon giving not less than 30 days notice to the Customer to require some or all of the Customer Equipment to be relocated to and/or installed in any other part of the Facility provided that the direct costs and expenses of such relocation activity incurred by the Supplier shall be borne by the Supplier. The Supplier shall, so far as possible, consult with the Customer in connection with such relocation and use its reasonable endeavours to ensure that such relocation causes minimal disruption to the operation of the Customer Equipment as reasonably possible. 6.2 Title to the Customer Equipment shall remain with the Customer at all times. 7. ACCESS TO THE CUSTOMER EQUIPMENT 7.1 Where the Services include a Datacentre Service, the Supplier agrees upon arrangement of an appointment, to allow the Customer reasonable access to the Customer Equipment. Such appointments shall be during Normal Business Hours unless these times are extended as set out in an Order Form. 7.2 While at the Facility, the Customer shall adhere to any site access policy issued by the Supplier from time to time. 7.3 Where the Customer Equipment is stored in Rackspace dedicated to the Customer Equipment for this purpose, the Customer shall be entitled to have access to the rack; otherwise access shall be provided by the Supplier delivering the Customer Equipment to a specific inspection room for the agreed purpose. 7.4 The Customer shall not acquire any rights of occupation or any other rights in relation to the Facility other than, where the Service is provided, the right during the Initial or Extended Term, as the case may be, (and subject to termination of the Service Contract in accordance with its terms) for the Customer Equipment to remain in the Data Floor. 8. SERVICE LEVELS 8.1 The Supplier will endeavour to ensure that the Customer will be able to access the Services in line with the relevant SA Schedule. 8.2 The Supplier will give to the Customer at least five days notice of its intention to undertake a Planned Outage, or where the work is required to be done as a result of the requirement of a third party supplier or body, such period of notice as may be reasonable taking into account the notice which the Supplier may have received from such third party. The Supplier will endeavour to undertake the same outside Normal Business Hours. 8.3 Where the Supplier is unable to give 48 hours notice of its intention to undertake an Emergency Outage the Supplier will endeavour to undertake the same outside Normal Business Hours. 8.4 For the purpose of the Availability KPI in the relevant SA Schedule, if the Customer is unable to access the Service for the agreed Target Service Level defined in the relevant SA Schedule in any calendar month as a result of Downtime (as defined below) the Customer shall receive Service Credits, in the form of a credit note, as defined in the SA Schedule for the Service Downtime must be reported by the Customer as soon as reasonably possible at the time of the Downtime to allow the Supplier to reasonably fulfil its obligations under this Service Agreement. However, in the event that the Supplier becomes aware of such Downtime before the Downtime is reported by the Customer the Supplier shall notify the Customer as soon as reasonably possible For the avoidance of doubt, the Supplier shall at all times use its best endeavours to ensure (regardless of the reason for any Downtime) that the disruption caused to the Customer is minimised and that the Services are restored as soon as reasonably practicable. 8.5 For the purpose of all other Target Service Level KPIs the Customer shall receive Service Credits, in the form of a Credit Note, as defined in the relevant Schedule for the Service. 8.6 Any services that the Supplier is not obligated to provide under a Service Contract but that the Supplier may perform for the Customer at the Customers request and without additional charge is provided as is.
5 APPENDIX 1 INTERPRETATION The following additional definitions in this appendix shall apply in the Service Contract. Cloud Service: means an infrastructure as a service including Virtual Private Cloud and Managed Private Cloud where the Supplier provides the Resource to the Customer from the Supplier s Equipment and hosts the Customer Data from the Facility notwithstanding that the Customer will manage the Customer Data; Cloud Backup Service: a service provided from the Supplier s Equipment for the backup and restoration of the Customer s data; Connectivity Service: a Service to provide data transport from the Customer Equipment to the Internet; or between various sites where locations, capacities and delivery technology are defined on the Order Form; Customer Portal: a website installed on the Supplier s server and which monitors the volume of information passing from the Internet through the Customer Equipment accessible through a link on the Supplier s website; Data Floor: the area within the Facility set aside for the location of servers; Datacentre Service: the Datacentre Services whereby the Supplier will house the Customer Equipment and host the same from the Facility; Downtime: a period of time commencing at the time that the Customer is first unable to utilise the Service, by reason of a failure on the part of the Supplier to provide the Service and ending once the Supplier has rectified the failure, but excludes for the avoidance of doubt periods of apparent downtime when the failure would have been avoided if the Customer had elected, as part of the Services, to take advantage of the availability of more than one power or network supply. Emergency Outage: a period of time during which a Service is suspended for purposes on the part of the Supplier of unplanned maintenance work required to be undertaken by the Supplier to prevent the failure or serious degradation of the Service; Maintenance Service: the services relating to the maintenance of Customer Equipment; Managed Private Cloud: a dedicated cloud environment made of storage, computer, networking, and virtualisation, to deliver a platform to a single client; Normal Business Hours: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business; Order Number: the number to be placed on each order form produced by the Supplier to provide specific services to the Customer; Planned Outage: means a period of time during which all or part of a Service is suspended by the Supplier for the purposes of planned maintenance work required to be undertaken by the Supplier to ensure the continuing quality of the Service; Power: means the provision of a reliable mains electricity supply to the Customer Equipment at the Facility; Rackspace: means the space in a 19 side data cabinet for hosting the Customer Equipment; Resource: compute processor or storage; RIPE: the European Internet Registry; Service Demarcation Point or demarc : means the interconnection point between the Service and the Customer Equipment (such as the metered power socket) that is used to deliver Power, or network cable that is used to deliver the Connectivity Service; Virtual Private Cloud: means a multi tenanted cloud environment made of storage, compute, networking, and virtualisation, that delivers a platform to multiple clients.
6 Specification of Services SCHEDULE 1 SERVICE DESCRIPTION FOR CONNECTIVITY SERVICES Description Reference Notes Fibre Service A Fibre service delivered by a local tail provider (such as Openreach, BT Wholesale, Virgin Media, etc) delivered on a specific bearer size with an agreed data rate. Copper Service B Non-ADSL copper service such as EFM DSL Service C Standard copper based ADSL service Datahop/Multihop Service D Ethernet services delivered within or between the datacentre including WAN connections and internet ports (IP Transit) Hardware Maintenance Service E Third party break/fix maintenance service to replace faulty Equipment Key Performance Indicators Service KPI Definition A, B, C, D Availability Successful transmission of an IP data packet from the on-premise demarcation point to the WAN. A Jitter Measured jitter experienced during transmission of an IP data packet from the on-premise demarcation point to the WAN. A Loss Measured loss experienced during transmission of an IP data packet from the on-premise demarcation point to the WAN. A Fix To provide support in resolution of an Error caused by or under the responsibility of the Supplier and where included in the Availability KPI E Response Time taken to repair/replace managed equipment once identified as failed A, B, C, D, E Delivery To deliver a fully functional service in the agreed time frame in a form that can be accepted by the Customer.
7 Target Service Levels Service KPI SLA Target (Measured on a monthly basis) A Availability Standard 99.9% B, D Availability Standard Best efforts A, B, D Availability Enhanced 100% exclusive of time taken to technically switch between the primary and secondary connection C Availability Best efforts A Jitter 10ms A Loss 0.1% A Fix 6 hours E Response 4 hour equipment to site A Delivery 85 Business Days from Order Acceptance exclusive of any time that is reasonably beyond the control of the Supplier. B Delivery 65 Business Days from Order Acceptance exclusive of any time that is reasonably beyond the control of the Supplier. C, D Delivery 15 Business Days from Order Acceptance exclusive of any time that is reasonably beyond the control of the Supplier. E Delivery 5 Business Days from Order Acceptance exclusive of any time that is reasonably beyond the control of the Supplier. Applicable SLA Service SLA Definition A, B Enhanced Where the Service is delivered with a secondary connection to act as an automatic backup connection. D Enhanced Where the Enhanced SLA service is included in the Service Contract and detailed as a Service on the Order Form. A, D Standard Any other service configuration.
8 Service Credits KPI Service Level Service Credit Availability < % 5% of monthly rental < % 10% of monthly rental <98.85% 15% of monthly rental Fix >6 hours None, target only Jitter >10ms None, target only Loss >0.1% None, target only Response >4 hours None, target only Delivery 1-7 days past Target Service Level 5% of service installation charge 8-14 days past Target Service Level 15% of service installation charge >14 days past Target Service Level 25% of service installation charge
9 Target Service Levels Key Performance Indicators SCHEDULE 2 SERVICE DESCRIPTION FOR DATACENTRE SERVICES Service KPI Definition Power Availability Availability of electricity from any of the provided power supplies at the demarcation point (underfloor receptacle(s)) Target Service Levels Service KPI Target Power Availability 100% Rackspace, Power Delivery 15 Business Days from Order Acceptance exclusive of any time which is reasonably beyond the control of the Supplier. Service Credits KPI Service Level Service Credit (affected service) Availability < % 5% of monthly rental < % 10% of monthly rental <98.85% 15% of monthly rental
10 Target Service Levels Key Performance Indicators SCHEDULE 3 SERVICE DESCRIPTION FOR CLOUD SERVICES Service KPI Definition Cloud Services Availability Availability of Resource to virtual machines. Cloud Backup Availability Availability of a backup destination to the Customer s backup agents for the purpose of backup and restoration. Target Service Levels Service KPI Target Cloud Services Availability 100% Cloud Services Delivery 10 Business Days from date Order Acceptance exclusive of any time that is reasonably beyond the control of the Supplier. Cloud Backup Availability 100% Cloud Backup Delivery 10 Business Days from date of Order Acceptance exclusive of any time that is reasonably beyond the control of the Supplier. Service Credits KPI Service Level Service Credit (affected service) Availability < % 5% of monthly rental < % 10% of monthly rental <98.85% 15% of monthly rental
11 Support Priority Classification SCHEDULE 4 SUPPORT AND ESCALATION Priority Issue Classification Initial Response P1 - Urgent P2 - High P3 - Medium P4 - Low Total loss of service or security breach Complete failure of all services on a server Operating Environment failure Hardware or CPE failure Primary and backup connectivity failure Supplier Major Service Outage (MSO) Service impaired or degraded Failure of the majority of services on a server Remote access failures Multiple user/domain failures (where an issue affects a large proportion of users/domains on a server) Primary connectivity failure (running on backup) Connectivity speed, loss or other degraded Service Change request or non-urgent task Cosmetic account changes (creation of accounts, etc.) Singleton failures (where an issue is limited to a single domain or user) Customer routing or firewall changes Non-service affecting work and reports monitoring system updates customer failover requests customer information and documentation requests 30 Minutes (log by Telephone & ) 1 hour 4 hours Next business day Support Escalation Stage Action Agent 1 Open Support Ticket Support Tracking System 2 Second Line Support Support Engineer 3 Third Line Support Senior Engineer 4 Escalation Level 1 Head of Product [Datacentre, Connectivity, Cloud] 5 Escalation Level 2 Operations Director
12 SCHEDULE 5 ACCOUNTS RECEIVABLE ESCALATION POLICY This process outlines the general escalation steps undertaken by the Supplier in the management of overdue invoices. Stage 1: Stage 2: Stage 3: Stage 4: A senior member of the Supplier s credit control department will attempt to escalate to a senior member of the Customer s accounts payable team via and/or telephone to secure immediate payment The Supplier s credit control department will formally escalate to the Supplier s Management for attempted escalation to the Customer s escalation point/contract Schedule signatory to secure immediate payment via and/or telephone. The Supplier s Management can authorise the suspension of all Services provided to the Customer to secure immediate payment. The Supplier s Management can authorise legal action, the sale of the Customer Equipment and/or refer the debts to a collection agency.
13 SCHEDULE 6 TERMINATION PROCESS Termination Request Terminating Party s Responsibility Complete Request to Terminate An official notice to termination date (NTD) will be taken from the point the complete form received by Six Degrees Group Termination Process as Contract clause 3 Suitable Invoice? No Annual Service? For quarterly contracts: Normal quarterly in advance contracts (as noted on Contract Schedule) For annual contracts: Circuits and Support, plus other services contracted on annual payment profile Yes Is there an existing invoice which runs until the minimum term and has service end date 90 or more from days from NTD? No Quarterly Contract Closing Invoice Annual Contract Closing Invoice Terminating Party s Responsibility Payment is due immediately on closing invoices No SED Reached? Official Service End Date (SED) set in line with Invoice periods Termination Invoice paid? No Yes For quarterly contracts: Closing invoice will be until the end of the minimum term or 90 days from the NTD whichever is longer For annual contracts: Closing invoice will be until the end of the minimum term or if 90 days from NTD extends the service into a further year then the end of the next year Yes Debt recovery in-line with clause 5.7 Equipment removal anytime before/until SED (if applicable) Terminating Party s Responsibility Service termination on or before SED
14 SCHEDULE 7 Request to Terminate Customer Version (Written notice of termination) Details of Services Service Order Number Company Name Original RFS Date Preferred Termination Date* List Services to Terminate Reason for Termination * The official Service End Date will be calculated from the entire Service Agreement, however if you wish to indicate a preferred termination date which falls later than the official Service End Date then this may be able to be accommodated. Customer Acceptance This document must be signed by an authorised signatory of the Customer, usually a Director or Senior Manager and in all cases someone with the same level of authority as the representative of the contracting organisation who entered the original contract. Full Name Position in Organisation Address Telephone Signature Date of Signature
15 SCHEDULE 8 EXCESS USAGE CHARGES (To apply where the Service Agreement includes Connectivity and Datacentre Services) 1 Where the Connectivity Services are formed from a Committed Data Rate which is lower than the physical limitation on the Service, then excess charges ( Burst ) shall be calculated using the 95 th Percentile Accepted Standard at the end of each calendar month and invoiced to the Customer at the rate defined on the Order Form. If no rate is defined then at 150 plus VAT per megabit per second or part thereof. 2 Where the Connectivity Services are formed from a Monthly Data Transfer then excess charges shall be calculated by upgrading the Connectivity Service to the next appropriate Service and invoicing the Customer. 3 Datacentre Services are delivered with a contracted power capacity and sustained over-usage will either be invoiced to the Customer at a 1.5 times the rate for the Service as detailed on the Order Form where infrastructure will support increased load, or will require an upgrade to the next appropriate hosting product, subject to capacity, planning and availability 4 Where Cloud Services include the agreed ability to use more Resource than is included within the fee for the Service then such over-usage charges will be invoiced to the Customer at 1.5 times the rate for the Service as detailed on the Order Form.