EASYNET CHANNEL PARTNERS LIMITED PARTNER MASTER SERVICES AGREEMENT CO-LOCATION SERVICES PRODUCT TERMS

Transcription

1 EASYNET CHANNEL PARTNERS LIMITED PARTNER MASTER SERVICES AGREEMENT CO-LOCATION SERVICES PRODUCT TERMS Registered Office at: St James House Oldbury Bracknell RG12 8TH Company No: BMI MSA v1.0 Page 1 of 22

2 The following terms and conditions are additional to those in the General Terms and Conditions (Schedule A) (GTC / GTC s) and shall apply where, pursuant to a End User Order, the End User Orders Co-location and other services (for the purposes of this Product Terms, the Service ). For the purposes of this Product Terms: (a) Colocation Sites shall mean those sites set out at Appendix A; (b) Colocation Suite shall mean that part of the Colocation Site available for use by Easynet and its Partners; (c) Data Sheet shall mean the site specific service specification provided by Easynet to the Partner ; (d) Rack shall mean the rack space (as specified in the End User Order) provided by Easynet to the Partner as part of the Service; (e) Easynet Physical Access Policy shall mean Easynet s policy for physical access to the Co-location Centres from time to time as the same, in current format, is set out in Appendix B; (f) Network shall mean the Co-location Centre network from time to time between the Easynet facing port of the Easynet Access Layer Switches and the Easynet Internet backbone, to the extent owned and operated by Easynet provided however that Network shall not include any Tail Circuits or local access circuits or any equipment outside of Easynet's control; and (g) User shall mean all persons or entities using or having access to the Service through the Partner or the Partner s network. SECTION A CO-LOCATION SERVICES 1. Licence The Partner will be granted a non-exclusive licence to use the Rack within a Co-location Centre in accordance with the specification set out in the End User Order for the purposes of placement of servers, data storage equipment, security and/or firewall intrusion equipment, network and internet access equipment (the Licence ). Such equipment may be interconnected to the communications services offered by Easynet or, with the prior approval of Easynet in writing, cross-connected to the facilities of other communications carriers (subject to agreement of such other carriers) subject to the agreement of any Charges in relation to such cross connection. For the avoidance of doubt, cross connection charges are not included within the Charges set out in the End User Order and shall be payable in addition. The installation and/or use of antenna devices in the Co-location Centre is expressly prohibited unless otherwise agreed in writing between Easynet and the Partner. The Partner shall not obtain any real property interest in the Co-location Facility. The Partner further acknowledges and agrees that the Licence granted by Easynet is for the sole benefit of the Partner and that the Service shall be used by the Partner solely in the provision of services to its Users. 2. Co-location Centre Services Easynet shall perform such general janitorial services, environmental systems maintenance, power plant maintenance and other actions as are reasonably required to maintain the Colocation Centre in good condition and suitable for the purposes contemplated by section 1. Easynet reserves the right to perform any routine or emergency maintenance that may limit or suspend the availability of the Co-location Service. Easynet shall provide reasonable prior notice of any such maintenance. Any suspension in the availability of the Service pursuant to this section 2 shall not be deemed to be a violation by Easynet of any of its obligations under this Agreement. Except as expressly stated herein or in the End User Order, the Co-location Centre shall be delivered and accepted as is by the Partner, and the Partner acknowledges that no representation has been made by Easynet as to the fitness of the Co-location Centre for the Partner's intended purpose. BMI MSA v1.0 Page 2 of 22

3 3. Use of the Co-location Centre (a) (b) (c) (d) (e) (f) Subject to section 3(b) below, Easynet shall have the right to terminate or suspend (including by means of disconnection or the removal of the Partner s equipment) the Partner's use of the Co-location Centre forthwith upon notice to the Partner in the event that: (i) the Partner makes any material alterations to the Co-location Centre without first obtaining the written consent of Easynet; (ii) the Partner allows personnel or contractors to enter the Co-location Centre who have not been approved in writing by Easynet in advance; (iii) the Partner breaches the terms of the Licence granted to it by Easynet as set out in section 1 above and/or any other reasonable rules, regulations, access requirements or security measures imposed by Easynet from time to time in relation to the Co-location Centre (including those set out within the Easynet Physical Access Policy); or (iv) the Partner s use of the Co-location Centre and/or its equipment located within the same adversely affects the Network, systems or equipment of Easynet, a Easynet Group Company or those of Easynet s other Partners (or those of a Easynet Group Company). The Partner shall reimburse Easynet with all Easynet s costs incurred in so doing. With respect to section 3(a)(i), (ii) and (iii), provided that the offending event does not interfere with, and/or has no potential to interfere with, Easynet, its Group companies, other Easynet Partners (or those of a member of the Easynet Group of companies) use of the Co-location Centre, Easynet shall provide the Partner with 10 Business Days written notice of the offending event prior to terminating or suspending the Partner's rights to use the Co-location Centre. Any such suspension shall be without prejudice to Easynet s right to terminate for the same event. The Co-location Centre may be subject to the terms and conditions of Easynet s underlying lease and the Partner shall comply with all such requirements as Easynet may notify to the Partner from time to time. In all circumstances, the Partner shall maintain the Co-location Centre in an orderly and safe condition, and shall return the Co-location Centre to Easynet at the conclusion of the Service Term in the same condition (reasonable wear and tear excepted) as on the Service Commencement Date. The Partner shall only be entitled to install equipment which has been approved by Easynet in writing (please refer to Appendix C) and shall ensure that such equipment meets all applicable laws, regulations and standards. The Partner shall not interfere with Easynet s use, the Easynet Group of companies use or Easynet s Partners use (or a Partner of another member of the Easynet Group of companies) of the Co-location Centre. Easynet shall not be required to install, monitor or maintain any of the Partner s equipment unless otherwise expressly set out in a End User Order. The Partner shall be obliged to remove all of its equipment within thirty (30) days of the end of the Service Term or otherwise upon termination of the End User Order in accordance with this Agreement. If the Partner fails to remove the Partner Equipment in accordance with this paragraph (f), then Easynet shall have the right to disconnect, remove and store the Partner Equipment. Easynet shall charge the Partner 500 for removal of the Partner Equipment and 250 per month for storage of the Partner Equipment. BMI MSA v1.0 Page 3 of 22

4 (g) Easynet has a general and particular lien over any and all Partner Equipment installed at the Colocation Site for all money due and owning by the Partner (the Unpaid Charges ). If any unpaid charges exist at any time, Easynet shall have the right to exercise its lien over Partner Equipment by delivery of written notice thereof to Partner. If Partner does not pay all Unpaid Charges within five (5) Business Days after the Partners receipt of written notice, then Easynet shall have the right to sell the Partner Equipment and apply any proceeds of sale towards the satisfaction of the Unpaid Charges and any other costs and expenses incurred by Easynet. 4. Change in Location or Configuration (a) (b) Easynet reserves the right at its own expense to make modifications or changes to the location or configuration of the Co-location Centre, and/or to make changes to the location of the Partner s Rack(s) notwithstanding that the Partner may have been provided with a caged area at any time, provided, however that Easynet shall not arbitrarily or discriminatorily require such changes. Easynet and the Partner shall work in good faith to minimise any disruption in the Partner's services that may be caused by such changes in location or configuration of the Co-location Centre. Easynet shall give the Partner as much notice as is reasonably practicable and shall use reasonable endeavours to minimise the disruption to the Partner s use of such Centre. If Easynet exercises its rights under paragraph 4 (a) above, Easynet may request and the Partner shall: (i) (ii) (iii) (iv) (v) (vi) (vii) 5. Insurance (a) Provide personnel on the Colocation Site to take Tape Back Ups; Shut down applications in a controlled manner as per the manufacturer guidelines; Switch off Equipment; Power up Equipment upon completion of the works. If the Rack is being moved, additionally to: Unplug the Equipment from the power sockets; Unplug the DIA connectivity; Plug in the Equipment and DIA connectivity upon completion of the move. Throughout the Service Term, the Partner shall procure and maintain and shall require its contractors to obtain the following minimum insurance coverage (a copy of the certificates or other proof of policy to be provided to Easynet upon its request): (i) (ii) public liability insurance in an amount not less than 1,000,000 per occurrence for personal injury and property damage; and all risk property insurance covering all of the Partner's property and equipment located in the Co-location Centre. 6. Co-location Service Description (a) The minimum configuration of all Colocation Sites is set out in Table 6.1 below. Please refer to the relevant Data Sheet for the specific Colocation Site for more detailed information. BMI MSA v1.0 Page 4 of 22

5 AC Power Power circuit Power protection TABLE 6.1 Alternating Circuit (AC) 230V with 16 amp breakers. Single or dual power circuit (as specified on the End User Order) Un-interruptible Power Supply (UPS) and diesel generator protected Air conditioning Temperature at 21 degrees C ± 3 degrees C and humidity at 50% ± 10%, with a cooling load per rack of 2.5kw Fire suppression Very Early Smoke Detection Apparatus (VESDA) early warning system with redundant gas based fire suppression system Rack dimensions 600 mm W x 900 mm D x 2000 mm H (or 42U) (b) Power (i) (ii) (iii) (iv) (v) (vi) (vii) Each Colocation Site has different maximum power capacities into the Colocation Suite(s). This figure is determined by the maximum UPS power output taking into consideration safety margins and redundancy so that the Colocation Suite can still operate in single Module mode. The sizes of the UPS units are designed in consideration of the power input of the incoming mains (National grid) and the power capacity of the generator(s). The Contracted Power (as set out in Table 6.2 below) is the maximum power included as standard (irrespective of KWH) which the Partner must not exceed. This is the total power drawn across all the power circuits. Easynet will periodically manually measure the power draw from each of the power circuits within the Rack to determine if the Partner is using more than than the Contracted Power. The power circuit breakers are set at a higher level than the Contracted Power to counter power pikes when Equipment is first powered up. If a power drawn on a circuit ever exceeded the breaker ampere level, the breaker would strip resulting in a power outage to the sockets on that power strip. The Partner shall be obliged to calculate the power to be drawn before installation of the Equipment and shall not add new Equipment to the Rack if it exceeds the Contracted Power. Easynet shall have no liability to the Partner in the event of any breach by the Partner of this paragraph. If the Partner exceeds the Contracted Power, Easynet may request the Partner to: Remove Equipment from the Rack(s) to reduce the power drawn, particularly applicable if the Partner s Rack has caused a hot spot (please refer to Section 3 (a)). take additional Rack(s) to distribute the Equipment and power drawn. pay power over use charges Easynet reserves the right to install an power metering equipment ( PME ) which allows Easynet to measure the kilowatt hours ( KWH ) of power used. Easynet will provide the Partner at least 4 week notice of its intention to install the PME. BMI MSA v1.0 Page 5 of 22

6 (viii) When PME is installed, Easynet has the right to charge per KWH at the price notified by Easynet to the Partner on the End User Order or otherwise in writing. (ix) The Partner shall not exceed the Maximum Power Over-use (as set out in Table 6.2 below) as a total on all power circuits unless previously agreed in writing with the Partner. (x) If the Maximum Overuse has been exceeded the Partner will be expected to: Remove the Partner Equipment from the Racks to reduce the power drawn, this is particularly applicable if the Partner s Rack has caused a hot spot (please refer to Section 3 (a)). Take additional Racks to distribute the Equipment and power drawn. TABLE 6.2 Power Allocations Egham Bracknell Telehouse North Global Switch 2 Reading Slough Contracted Power per Rack Maximum Power Overuse per Rack Contracted Power per half Rack Contracted Power per U 8 AMPS 12 AMPS 4 AMPS 0.5 AMPS 8 AMPS 12 AMPS 4 AMPS 0.5 AMPS 6 AMPS 9 AMPS 3 AMPS 0.5 AMPS 10 AMPS 10 AMPS 5 AMPS 0.5 AMPS 16 AMPS 20 AMPS 8 AMPS 0.75 AMPS 16 AMPS 16 AMPS N/A N/A (xi) The Contracted Power and number of power sockets available to the Partner shall be determined by the number of Racks (or part thereof) purchased by the Partner (please refer to Table 6.3 below). TABLE 6.3 Socket Allocations 1U Half Rack Full Rack Egham, Bracknell, THN, GS2 1 socket on 1 Power Feed 12 IEC socket across 2 Power feeds 24 IEC sockets across 2 Power feeds Reading 1 socket on 1 Power Feed 20 IEC socket across 2 Power 40 IEC sockets across 2 Power BMI MSA v1.0 Page 6 of 22

7 feeds feeds Slough N/A N/A 40 IEC sockets across 2 Power feeds (xii) Each Power circuit into a Rack is connected using separate cabling into a power distribution unit (PDU). All Racks are supplied with two (2) power circuits referred to as A and B feeds. This arrangement allows Partners to have redundancy from the power sockets through to the UPS. The Partner is strongly recommended to connect the Partner Equipment into both A & B feeds if they have duplicated power supplies. Therefore, if either the A or B feed has a fault in the PDU, cabling, commondo sockets or power sockets the Partner Equipment will still have power. (xiii) It is recommended the power draw is balanced across the A & B feeds; this may be controlled by understanding if the rack equipment has a power balance feature. (xiv) If the Partner Equipment is duplicated (Primary / Secondary) and there is only one (1) available power supply in the Equipment, it is recommended that one is plugged into A feed, the other into B feed. (xv) Easynet may have to conduct maintenance on the Colocation Centre infrastructure and therefore if Partners do not follow the recommendations above, an outage may occur. Security & Access Policy Access to Colocation Centre (i) (c) Partners shall be obliged to follow the applicable policy on gaining access to relevant Colocation Site as is further defined in Appendix B. Physical Security (i) (ii) All Colocation Sites have 24 * 7 security guards provided by Easynet or a third party. Each Colocation Site is protected using Access card swipes, any Access cards handed out, if lost, will be cancelled and Partner charged for any replacement. (iii) There is video surveillance in parts of the Colocation Sites covering as a minimum the access doors. (iv) If a Partner suspects a Rack has been interfered with causing an outage, Easynet can provide access logs and video surveillance at the date and time requested. (v) CCTV images are kept for 30 days. (vi) All Racks have either a key or combination lock. Easynet will have a 2 nd key in case of loss or if the combination is forgotten. The Partner can set the combination of the lock and this should be conveyed to Easynet so access can be made for RH or Tape handling duties. BMI MSA v1.0 Page 7 of 22

8 (d) (vii) Partners electing to take less than full racks acknowledge that other Partners of Easynet will be performing installs and maintenance in the rack which will reduce the security level of their equipment (i) Cages (ii) 7. Fees and Charges For Partners with a requirement for high levels of privacy, Easynet can, at the Partner s expense, construct a secure private caged facility within the Colocation area, in accordance with the agreed Partner specifications and requirements. Private caged design and final price will be undertaken by Easynet on an individual Partner basis. Minimum term requirements will apply to all private cages. Charges shall be as set out in the relevant End User Order or otherwise identified in these Product Terms. Easynet shall have the right to increase the Charges annually on the anniversary of the date of signature of the relevant End User Order. 8. Remote Hands Assistance (a) Remote Hands, for these purposes, shall be defined as Easynet-provided routine maintenance and standard problem resolution all to be provided under the specific verbal or written direction of the Partner. Remote Hands shall only include local equipment checking, system resets, local connectivity testing and power recycles. The provision of any Remote Hands services is subject to agreement by Easynet that the nature of the requested services is suitable to be dealt with by way of Remote Hands. To the extent that it is not suitable, the services may, at the option of the Partner, fall to be dealt with by way of technical assistance in accordance with section 14. (i) Easynet may refuse to carry out Remote Hands requests covering: software or hardware configuration changes to the equipment in the Rack initial installation of the cabling or power sockets for the Rack Equipment Opening up any equipment cases to determine any hardware faults. (b) (c) Charges for Remote Hands Assistance shall be calculated in accordance with Easynet s standard rates in force at the time and billed monthly in arrears. All charges are exclusive of VAT which shall be charged at the then prevailing rate. In the event of a request for Remote Hands, the Access desk will check if Remote Hands is permitted in respect of the identified Rack. If Remote Hands is permitted, a ticket will be raised capturing the following information: Service ID Date Number of hours Remote Hands is required BMI MSA v1.0 Page 8 of 22

9 Easynet shall have the right to with draw Remote Hands assistance if the request exceeds 4 hours. Additionally, if the Remote Hands exceeds the time originally requested then Easynet shall modify the ticket to reflect the correct amount of time. (d) (e) Easynet will provide the Remote Hands services (if any) in accordance with the reasonable instructions of the Partner. For the avoidance of doubt, in providing the Remote Hands services, Easynet is acting as the remote hands of the Partner only not as a provider of engineering or other specialist services. The Partner specifically acknowledges that Easynet personnel carrying out the Remote Hands services may have no technical knowledge of, or have received no training in relation to, the specific equipment of the Partner and Easynet does not warrant that it has any technical capability whatsoever in relation to such equipment. Easynet defines response time as the time it takes to have a local engineer available at the Rack. Remote Hands Availability & Response Times Egham Bracknell Telehouse North Business Hours 2 Hours 4 Hours Not Supported Outside Business Hours Not Supported Not Supported Not Supported Global Switch 2 2 Hours 2 Hours Reading 4 Hours Not Supported Slough (Partner Service Down) 2 Hours 2 Hours Slough (Installation e.g. install server, in-cage patches) 24 Hours 24 Hours All responses are timed from receipt of the Partner s request. Easynet will maintain a log of all Remote Hands activities. 9. Tape Handling (a) Tape Back-up Handling technicians are available to perform tape back-up duties which include: (i) Triggered by reminder schedule agreed with Partner BMI MSA v1.0 Page 9 of 22

10 (b) (c) (d) (ii) (iii) (iv) (v) Locate and open rack Remove tape and replace with blank tape (available in the rack or other location agreed) All tapes are stored in a fireproof safe Partner shall be responsible for providing labels for the tapes as required Easynet will agree with the Partner on the time the tape swap is performed (schedule), this is not supported outside the hours 9:00 17:30 Easynet does not support the shipping of tapes to other locations; it is the responsibility of the Partner to collect the tapes for off-site storage Charges for Tape Handling shall be calculated in accordance with Easynet s standard rates in force at the relevant time and billed monthly in arrears. All Charges are exclusive of VAT which shall be charged at the then prevailing rate. Tape Handling Business Hours Outside Business Hours Egham Supported Not Supported Bracknell Supported Supported Telehouse North Not Supported Not Supported Global Switch 2 Not Supported Not Supported Reading Supported Not Supported Slough Not Supported Not Supported BMI MSA v1.0 Page 10 of 22

11 SECTION B INTERNET AND RELATED SERVICES Easynet shall provide to the Partner Dedicated Internet Access at the bandwidth and interface as set out in the End User Order (the DIA Service ) If the Partner has ordered an MPLS Access service, this shall be set out on a separate End User Order and the Product Terms for MPLS as identified on the relevant End User Order shall apply. 10. Domain Names (a) (b) (c) 11. DIA Service (a) If specified in the End User Order, Easynet will use commercially reasonable endeavours to secure domain names and assign internet address space (subject to reasonable availability) for the benefit of the Partner during the term of the Agreement. Easynet will route those addresses on the Network. The Partner shall be solely responsible for any fees relating to such internet addresses, complying with any legal, technical, administrative, billing or other requirements imposed by the relevant domain name registration authority and modifying such domain names if the Partner changes service providers. The Partner acknowledges that: (i) neither the Partner nor its Users shall have the right to route those internet addresses; and (ii) upon termination of the Service or the Agreement, the Partner s and its Users access and use of such internet addresses and space shall terminate. If the Partner is transferring a domain name from a different service provider, it shall be the Partner s responsibility to contact that service provider to transfer the domain name to Easynet. For UK domains, Easynet s IPS TAG is NETCOMUK. Easynet makes no representations concerning, and does not guarantee that, the Partner s or its Users domain name(s) or internet addresses do not infringe upon any trademarks, trade names, service marks or other proprietary rights owned by a third party. Easynet shall have no liability for the failure of the Partner or any of its Users to receive the internet address requested or for any infringement by the Partner s or its Users domain names of the proprietary rights of third parties. The Partner acknowledges that Easynet exercises no control and accepts no responsibility for the information, services and content accessible on the Network or the internet. Easynet shall use commercially reasonable endeavours to: (i) monitor its Network, including its interconnection to other networks; and (ii) maintain its Network in an operational state in order to provide DIA Service in accordance with the DIA SLA set out below. The Partner assumes total responsibility for the Partner s use and its Users use of the Service, software and Equipment, whether or not provided by Easynet, and the internet. The Partner acknowledges and agrees that the internet contains materials that are sexually explicit or may be offensive and is accessible by persons who may attempt to breach the security of Easynet s and/or the Partner s network. Easynet has no control over, and expressly disclaims any liability or responsibility for, such materials or actions. The Partner and its Users access the DIA Service at their own risk. Except as specifically provided in the DIA SLA section below, Easynet expressly disclaims any representation or warranty that the DIA Service or the software or Equipment provided by Easynet will be error free, secure or uninterrupted. No advice or information given by Easynet shall create a warranty other than as expressly recorded in this Agreement. BMI MSA v1.0 Page 11 of 22

12 (b) (c) (d) (e) (f) Easynet reserves the right to terminate the DIA Service if it determines, acting reasonably, that the Partner or any of its Users is actually or allegedly engaged in activities that are illegal, fraudulent or wrongful or which may be harmful to Easynet in any way. The Partner acknowledges that it is responsible for implementing any desired security mechanisms such as firewall and/or intrusion detection equipment as network security is not provided by Easynet, the DIA Service and/or the Service generally. The DIA Service shall be delivered by means of a Patch Cabling with an RJ45 connector interface (the Patch Cabling ), such connector to form the Demarcation Point. The Partner acknowledges and agrees that Easynet shall not be responsible for any: (i) faults on the Partner's side of the Demarcation Point; (ii) delays in the provision of the DIA Service and in fixing any faults in the DIA Service, where such delays arise out of or relate to faults, acts, omissions or outages on the Partner's side of the Demarcation Point; or (iii) faults on the Easynet's and/or the Partner's network and/or equipment arising out of or relating to the Partner s actions or omissions or those of its employees, agents and/or sub-contractors. The Partner acknowledges that the DIA Service is a wires only service and that no Equipment relating to the DIA Service is included within the Agreement. Unless the End User Order specifies that the DIA Service includes a Failover Port, the Partner agrees and acknowledges that the DIA Service is delivered by means of a single connection up to an including the Easynet facing port on the Easynet Access Layer Switch and that accordingly, the Patch Cabling and the Easynet Access Layer Switch represent a single point of failure. Easynet Access Layer Switch shall mean the Easynet switch into which the Patch Cabling, if any, is connected. 12. DIA Service Maintenance Easynet reserves the right to perform any routine or emergency maintenance that may limit or suspend the availability of the DIA Service. Easynet shall provide reasonable prior notice of any such scheduled maintenance. Any suspension in the availability of the DIA Service pursuant to this section 8 shall not be deemed to be a violation by Easynet of any of its obligations under this Agreement. 13. Fees and Charges The Charges specified in the End User Order for the internet bandwidth element of the DIA Service do not include access and/or access-related charges (including, without limitation, inside wiring charges, construction charges, distance and termination charges, interconnection charges or other charges assessed by the local exchange carrier or competitive access provider), all of which shall be for the cost of the Partner. The Partner is solely responsible for coordination of all local access and charges and costs associated with such access. BMI MSA v1.0 Page 12 of 22

13 SECTION C - GENERAL 14. Indemnification The Partner agrees to defend, indemnify and hold harmless Easynet, its Group companies and agents from any claims, liabilities, losses, damages and expenses, including reasonable legal fees, arising out of or relating to: (a) any breach of the Agreement by the Partner or its Users; and/or (b) claims for infringement of any third party right arising from the use of any services, equipment or software not provided by Easynet. 15. General - SLAs (a) Response Time - Easynet s goal is to respond to the Partner within 30 minutes or less after receiving notification from the Partner that the Service (or DIA Service as the case may be) is unavailable. Easynet will contact the Partner pursuant to an agreed upon method, provided that the Partner provides Easynet with a valid pager number, fax number or address. The Partner is solely responsible for providing accurate and up-to-date contact information for the Partner s designated point of contact. DIA Service Level Availability ( DIA SLA ) Subject to the terms and conditions of this section 12, Easynet shall provide the Partner with the following DIA SLA in relation to the DIA Service. (b) Network Availability Network Availability shall be determined using the formula below: Service Cover Time Total Unavailability x 100 Service Cover Time Where: "Service Cover Time" shall mean the total number of minutes comprised in a calendar month; and "Total Unavailability" means the total time in minutes (rounded up or down to the nearest minute) in any calendar month during which Service is unavailable due to a fault on the Network. Easynet's goal is to maintain 100% Service availability. (c) If the Network availability falls below 99.97% in any one calendar month, the Partner may claim a credit (up to a limit of 1,000 per month) based on the monthly recurring charge for the Service (excluding any variable charges), such credit to be calculated as a percentage as follows: Total Unavailability over calendar month in question (in minutes) Less than 15 0% Over 15 up to and including 240 5% Over 240 up to and including % Over % Credit % of recurring Charge for the month in question BMI MSA v1.0 Page 13 of 22

14 (d) (e) The credits set out in this section 12 are based on the cumulative elapsed time of Network unavailability during a calendar month. Network unavailability shall begin to be measured upon the earlier of: (a) the Partner reporting a malfunction in the Service to Easynet that is verified by Easynet; or (b) Easynet detecting a malfunction in the Service, where, in either case, the malfunction is solely due to a failure of the Easynet Network. The Total Unavailability period ends when the Service is fully operational; meaning its agreed service level is re-established and is capable of access by the Partner. AC Power Service Level Availability ( AC SLA ) Easynet s goal is to maintain AC power supply at the above stated rates 100% of the time. If the average power supply in any one calendar month falls below 100% availability, a service credit may be available to the Partner in accordance with the table set out below: Total aggregated power supply unavailability in calendar month (in minutes) per Service Less than and including 30 0 Over 30 up to and including % Over 60 up to and including 90 5% Over 90 7% Credit (percentage of monthly recurring Charge for the affected Rack (calculated on a pro rata basis to the extent the End User Order comprises more than one Rack) (f) Credits, Procedure and Limitations - The provisions of the SLAs ( SLA for these purposes meaning either (or both, as the case may be) of the AC SLA and/or the DIA SLA), including the applicability of credits contemplated above, are subject to the following conditions and limitations: (i) (ii) The aggregate monetary amount of credits per month is limited to the monthly recurring Charge for the Service (excluding any variable or usage-based charges). No credits will be given for failures to meet any part of an SLA that: are caused by any act, omission or default of the Partner (including, in particular, a breach of the Partner s obligations in relation to the CPE set out in the GTC s and/or in relation to any Goods supplied by Easynet and used as part of the Service) or of any third party or which occur during any period of time within any cure period of a notice served by Easynet under the termination provisions within the GTC s or of any termination notice served under this Agreement or during any period of suspension in accordance with this Agreement; are due to a failure of power, equipment and/or applications provided by the Partner or third parties, including any provider of a Tail Circuit to Easynet for, by or on behalf of the Partner (in the case of a failure in relation to the Tail Circuit, Easynet shall coordinate with such provider to cure the failure as quickly as possible); BMI MSA v1.0 Page 14 of 22

15 occur due to an event that falls within the force majeure provisions of the GTC s; and/or are due to scheduled maintenance and repair. BMI MSA v1.0 Page 15 of 22

16 APPENDIX A CO-LOCATION CENTRE DETAILS Bracknell Data Centre Egham Data Centre Easynet Enterprise Services Limited Easynet Enterprise Services Limited St James House Inbucon House Oldbury Wick Road Bracknell Egham Berkshire Surrey RG12 8TH TW20 0HR Telehouse North Data Centre Easynet Enterprise Services Limited 5th Floor Telehouse North Coriander Avenue London E14 GS2 Easynet Enterprise Services Limited 11th Floor Suite K3 Global Switch 2 3 Nutmeg Lane, London E14 2AX Reading Easynet Enterprise Services Limited Southern Technology Centre, Hall B 1, Transcentral Bennett Road Reading Berkshire RG2 0QX Slough Easynet Enterprise Services Limited 8 Buckingham Avenue Slough Trading Estate Slough Berkshire SL1 4AX BMI MSA v1.0 Page 16 of 22

17 APPENDIX B EASYNET PHYSICAL ACCESS POLICY This Access policy is applicable for both Unescorted and Escorted Access requests This access policy contains all the information you need to maximise the benefits of Easynet s colocation Centres to you. Our aim is to provide you with optimum levels of service and security while providing you with easy access to your equipment at all relevant times. As you will see, Easynet s security and access procedures are easy to setup and follow allowing you to enter our Co-location Centres with a minimum of inconvenience at any time. The rules and processes set out in this policy document are Easynet s standard rules and processes: your contract may contain different rules and processes so it is important that you familiarise yourself with both documents. Security Access Form The first step to setting up physical access to our Co-location Centres is to complete the Security Access Form (called Colocation access authorized requestor list ) which will be provided to you upon request. This form will be ed to the initial primary contact within your organisation. This person is designated as the Primary Contact for start up purposes but can be changed at any time. The Primary Contact is responsible for completing the Security Access Form which advises us of the names those further individuals whom you wish to have access to your equipment within our Colocation Centres. The Security Access Form also sets out the access levels for each individual to whom you have permitted access. There are two levels of contact you can set up Primary Contact and Standard Contact. The main difference between the two levels is that the Primary Contact can add and remove names from the access list for your organisation using the Security Access Form. Standard contacts are used primarily for organising access for themselves or third-parties into your co-location area. There is no limit to the number of authorised personnel although for security purposes, we would recommend that you limit this to no more than five. For each contact, we require the following information: Name Address Contact Telephone Number(s) Contact Level (Primary or Standard) Security Phrase We ask that you remember to keep your Primary and Standard Contact lists up to date. Obviously, should you wish to have someone removed from the contact list, you should notify us as soon as possible. It is your responsibility to make sure your contact list is up to date at all times. Arranging Access Once you have completed and returned your Security Access Form, all listed contacts are free to request access for themselves or third-parties into your co-located equipment. Access is granted through ing our Access Desk using colo@mdnx.com. This is a 24/7 monitored BMI MSA v1.0 Page 17 of 22

18 service. Within this you must provide this information: Clearly states Company Name Name of Co-location Site and Address to visit Names of those requiring access Date & time of arrival The Easynet Access Desk can be contacted on 24/7 on for direct communication but only in extreme circumstances will access to any of our co-location centres be granted without an request in accordance with the process set out in this policy. Access for Third Parties Access for third parties to access your equipment is implemented in the same manner as above. Easynet would like to point out that any third-party individual(s) working on-site are representatives of your organisation and should act accordingly. Access is granted to such third parties subject to your Primary Contact providing the following information: Access request (Unescorted or Escorted) Names of those requiring access Date & time of arrival Site Address to be accessed Brief outline of purpose of access Whether equipment is being installed or removed from site If Escorted Access, the length of time for the visit Access Authorisation Confirmation Once an access request has been authorised, you will receive confirmation by of that authorisation together with our ticket reference. This reference number will be used as part of the on-site verification process. When the requested individual(s) arrive on site for access, they must have both the ticket reference allocated by our Access Desk and personal photographic identification such as a passport or driving licence. A temporary access card will then be issued for that day only. For Global Switch 2 and Telehouse North, a ticket reference will not be given in the confirmation . Access Schedule The Easynet Access Desk will endeavour to meet your requests for access at the times you require. For emergency maintenance, the Access Desk will endeavour to grant immediate access to your equipment. Non emergency work i.e. any work that you wish to carry out on your equipment which is not business critical should be arranged with at least 24 hours notice. To access Global Switch 2, at least 48 hours notice is required. Requesting Remote Hands assistance In addition to requesting physical access to your equipment, the Easynet Access Desk can also be contacted to arrange for remote hands assistance on your equipment by one of our on-site BMI MSA v1.0 Page 18 of 22

19 engineers for various tasks such as power cycles. Such assistance will be chargeable and rates are available upon request. Deliveries to Egham and Bracknell All requests for equipment to be delivered to one of our Co-location Centres should be made by ing our Access Desk on At least 24 hours notice in writing should be given. All deliveries must be clearly marked with your company name and shown c/o Easynet at the address of the Co-location Centre at which the equipment is being installed. Bracknell Data Centre Easynet Enterprise Services Limited Attn. Data Centre Logistics St James House Oldbury Bracknell Berkshire RG12 8TH Egham Data Centre Easynet Enterprise Services Limited Attn. Data Centre Logistics Inbucon House Wick Road Egham Surrey TW20 0HR Please note we are unable to accept deliveries that are either unscheduled or incorrectly addressed. In addition, due to limited storage space, deliveries will be held on site for a maximum of 14 days at which point it will be shipped back to you at your cost. Deliveries to Slough Please lable all boxes clearly so delivery is not refused, you will be sent a confirmation with a Goods in reference number which you will need to produce to collect the equipment out of the stores. Please note that for deliveries over 250kg per single item, Equinix will require a Method Statement and Risk Assessment from the delivery company prior to the delivery being accepted. GS2 Data Centre Attention: Partner contact name (should be a name on the access approved list). Easynet Enterprise Services Limited 8 Buckingham Avenue Slough Trading Estate Slough Berkshire SL1 4AX Deliveries to Global Switch 2 All requests for equipment to be delivered to one of our Co-location Centres should be made by BMI MSA v1.0 Page 19 of 22

20 ing our Access Desk on At least 72 hours notice in writing should be given for GS2. If the package is large, an exact date and time is needed for the delivery so the Goods lift is pre-booked to access the 11 th floor Suite. GS2 Data Centre Easynet Enterprise Services Limited 11 th Floor Suite K3 Global Switch 2 3 Nutmeg Lane, London E14 2AX NO DELIVERIES WILL BE ACCEPTED BY GS2, THE PARTNER MUST PERSONALLY MEET THE DELIVERY Co-location Centre Rules and Regulations All visitors to a Co-location Centre must comply with the following obligations: Not to create or cause to be created works that create smoke, steam or dust without first obtaining the written consent of Easynet; Not to interfere or permit the interference with or remove any fire fighting, fire alarm, fire extinguishing or fire detection apparatus or systems; Not to obstruct or permit the obstruction of fire exits or the means of working of any fire equipment; Not to interfere or permit the interference with or the removal of any building system controls or settings; Not to act in such a way as might invalidate the fire certificate for the Co-location Centres; Not to interfere with, alter or dismantle, take or permit any action to be taken (other than as may have been expressly agreed with Easynet) which might affect the operation of the electrical system, power supply, cooling supply at the Co-location Centres; Not to install, impose nor permit to be installed or imposed on any part of the floors, walls, ceilings any load or weight greater then that for which the same was constructed or designed; Not to keep nor permit to be kept any material or liquid (or other substance which could have an adverse environmental impact) of a dangerous, corrosive, combustible, explosive, radioactive, volatile or offensive nature which might damage the Co-location Centres or any part thereof. Not to bring onto the Co-location Centres any propane, other gas heater of other heating appliance or anything which uses gas or other explosive materials as its fuel for operation; To use all equipment, services and Co-location Centres in accordance with their instructions, operating guidelines and/or any reasonable instructions issued by Easynet from time to time in relation to the same; Not by any act or default to cause or permit to be caused the Services, power supply or BMI MSA v1.0 Page 20 of 22

21 electrical supply or other utilities provided to the Co-location Centres, or part or parts or the whole of a system for the same serving or within the Co-location Centres to be overloaded or subjected to use in excess of that for which the same were designed or which may restrict the level of supply of such services to a part or parts and/or the whole system or other parts of the Co-location Centres provided that any loading restrictions have been notified to you in writing by Easynet; If any visitor shall receive any notices from a competent authority relating to the Co-location Centres (whether in whole or in part), it shall forward such notices to Easynet as soon as is reasonably possible; Not to do anything or permit to be done anything which would remove support from or endanger any part of the Co-location Centres; To ensure, when exiting the Co-location Centres, that all doors are shut, lights switched off and window blinds closed; To leave the Co-location Centres immediately upon hearing the fire suppression klaxon (continuous air horn); To report any observed abnormal conditions to Easynet; Not to remove any signage or other documentation of Easynet or its Partners from the Colocation Centres; Not to use mobile phones in the Co-location Centres; and Not to prop open any of the security doors within the Colocation Site. BMI MSA v1.0 Page 21 of 22

22 APPENDIX C APPROVED PARTNER CO-LOCATION EQUIPMENT Servers Data storage equipment Security and/or firewall intrusion equipment Network and internet access equipment Tape back up equipment Monitors and keyboards BMI MSA v1.0 Page 22 of 22