Leased Line Service Terms & Conditions

Transcription

1 Leased Line Service Terms & Conditions Issue Date: 19/10/12 Version: 1.6 Page 1 of 20

2 Schedule 2 Leased Line Service Terms & Conditions 1. Preamble 1.1. These Leased Line Service Terms & Conditions provide the agreed conditions of the Customer utilising the Leased Line Service. These Leased Line Service Terms & Conditions apply solely to the Leased Line Service and are governed by the C4L MSA. For the avoidance of doubt these Leased Line Service Terms & Conditions do not govern Wireless Leased Lines. Upon an SOF being agreed between the Parties, these Leased Line Service Terms & Conditions shall be incorporated into the Agreement. 2. Definitions 2.1. In these Service Terms & Conditions the following terms and phrases shall have the following meanings: Agreement means the agreed terms and conditions of business between the Customer and C4L as set out in the MSA, C4L Addendum (if applicable), Partner Agreement (if applicable), the SOF, the applicable Service Terms & Conditions for the Service that is provided and defined under the SOF (for example Colocation Service Terms & Conditions ) and all Schedules and Annexes contained therein. A End means the first of the Termination Site locations for the Leased Line Service. B End means the second of the Termination Site locations for the Leased Line Service. Best Industry means in relation to any undertakings or circumstances, the exercise of all the skill, Practice care and performance that would be expected in those circumstances from a person skilled, trained and experienced in that undertaking. C4L means CONNEXIONS4LONDON LTD whose principle place of business is 7th Floor, County Gates House, 300 Poole Road, Westbourne, Poole, BH12 1AZ, with Registered Number CDR means Committed Data Rate which is the minimum amount of IP Transit that the Customer is committed to during the Initial Term or any Subsequent Term as defined in the SOF. Colocation means the act of situating multiple related items, with multiple owners, in a single location. Connection means the formal notice of a Service being ready for Customer use and the Notice beginning of the Service Commencement Date. Customer means the business, partner or person as defined in the SOF. Customer means any equipment used in conjunction with the Service as provided by the Equipment ETF Excess Transit Excess Survey Fees Excess Usage Excused Outage Fees Force Majeure Event Customer. means Early Termination Fees which are billed to the Customer for the premature termination of Services prior to the end of the Initial Term or any Subsequent Term as further detailed in Clause 7.6 of the MSA. means any IP Transit use above the CDR. means any additional Fees above that which has been quoted by C4L (as advised to C4L by the Provider upon completion of the Site Survey) that the Customer shall incur to proceed with Leased Line order. means any usage of Services that exceeds the agreed amount stated within the SOF. means a period of time during the Service Term where C4L is not liable to provide Service Credits in lieu of the Customer s inability receive access to or gain use of the Service. means any amount billed to the Customer for the provision of a Service, Support Service or Excess Usage. means any cause beyond a Party s reasonable control affecting the performance of its obligations hereunder, including but not limited to fire, flood, explosion, Page 2 of 20

3 Handover Document Initial Term IP Transit Leased Line Leased Line AUP Master AUP MSA Office Hours OCP Parties Provider Service Service Commencement Date Service Credit Service Equipment Service Outage Service Term Service Terms & Conditions Site Survey SLA SOF Subsequent Term Support Portal Support Services Termination Notice Period accident, act of terrorism, war or warlike operations, strike, embargo, acts of any governmental authority (including refusal or revocation of any licence or consent), Act of God, outbreak of hostilities, riot, civil disturbance, acts of terrorism, inability to secure materials and industrial disputes (excluding disputes involving the employees of either Party). means the document provided to the Customer upon handover of the active Service to the Customer. means the minimum contracted period of a Service, as defined within the SOF as measured from the Service Commencement Date. means the act of passing IP traffic from one location to another via a layer 2 or layer 3 connection as measured in Mbps. means a symmetric telecommunication connection between two or more points for the purpose of delivering Connectivity. means the Acceptable Usage Policy for the Leased Line Service as defined in Annex B of these Leased Line Service Terms & Conditions. means the Master Acceptable Usage Policy as defined within Schedule 3 of the MSA. means the C4L Master Service Agreement. means Monday Friday during the hours of 9am 5:30pm means the Order Confirmation Period of 10 days which shall only take effect and commence upon C4L confirming to the Customer a requirement for Excess Survey Fees. means C4L and the Customer. means a third party Service provider (these may include but are not limited to BT, Virgin Media or TALKTALK). means the provision of a product or communication/data Services as described in the Service Details section of the SOF. means the date from when the beginning of the Initial Term is measured, as defined under Term and Termination in the MSA. means a credit applied to the Customer s account in respect of an event of an unexcused failure by C4L to achieve the SLA s, as defined in Annex A of the applicable Service Terms & Conditions. means any equipment provided to the Customer for the purpose of delivering a Service to the Customer. means a period of time in which an active Service, provided by C4L to the Customer, is unavailable in such a manner as defined in the applicable Service Terms & Conditions. means the Initial Term and any active Subsequent Term in which C4L provides a Service to the Customer. means the terms and conditions that form part of this Agreement that apply solely to the uptake of the applicable Service as defined by the SOF. means the act of C4L attending the Termination Site and performing a survey to ensure that the Termination Site is viable for the provision of Wireless Services. means Service Level Agreement as defined within Annex A of the applicable Service Terms & Conditions. means the C4L Service Order Form. means the extension of the Service Term by a period as defined in the SOF which shall commence in conjunction with the conclusion of the Initial Term or any other Subsequent Term. means the C4L online web portal that is found at support.c4l.co.uk. means Services that are provide by C4L or its representatives in support to a Service that is being delivered. means the minimum period of time that C4L or the Customer must provide to the other Party prior to the end of the Initial Term or any active Subsequent Term in order to conclude the Services at the end of the Service Term, as defined in the Page 3 of 20

4 Termination Sites Wayleave Application Wireless applicable Service Terms & Conditions. means the A End and B End Termination Sites for point to point services. means the Provider s wayleave authorisation form as advised to the Customer from time to time. means the act of providing Connectivity over a wireless medium. 3. Service Provision 3.1. Leased Line Service provision is subject to quotation by C4L and Site Survey by the Provider. 4. Service Fees 4.1. Any Excess Usage shall be charged at the Fees stated in Annex C unless stated otherwise in the SOF. All Excess Usage Fees shall be invoiced in arrears on 30 days terms IP transit is measured in 1Mbps increments. Should the Customer exceed the increment by 1 decimal position the Customer shall be charged for the next whole increment of usage. An example of this is 1.1Mbps shall be charged at 2Mbps. If a dispute is raised against an Excess Usage charge, C4L shall provide all relative data to the Customer as to how the Excess Usage charge was established. Such data shall be deemed to be correct unless agreed otherwise by C4L or proven to the contrary by an agreed independent third party with suitable industry knowledge All Support Services shall be charged at the Fees stated in Annex C, unless stated otherwise in the SOF All Fees provided in the SOF relating to Leased Line Service are a quote and are subject to amendment upon completion of the Site Survey as advised to the Customer by C4L. 5. Site Surveys and Excess Survey Fees 5.1. Upon C4L accepting an SOF for a Leased Line Service, C4L shall engage the Provider who will subsequently perform a Site Survey Upon receipt of the Site Survey, C4L shall advise the Customer as to whether the Provider has provided any Excess Survey Fees If, upon completion of the Site Survey, the Provider confirms to C4L that there is no requirement to apply Excess Survey Fees in relation to the Leased Line, the order shall continue to be processed. For the avoidance doubt, if C4L has not advised the Customer of Excess Survey Fees, the Customer may not terminate the Leased Line order without incurring ETF s In the event that C4L confirms a requirement to apply Excess Survey Fees to the Customer s Leased Line order, the Customer will be required to provide written notification of their acceptance of the Excess Survey Fees during the OCP. Until such point where the Customer provides written notification, the Leased Line order shall be suspended for the OCP. Should no confirmation of the Customer s intent to accept the Excess Survey Fees be received within the OCP, C4L shall accept such tacit response as the Customer s intent to cancel the Leased Line order. Should the Customer cancel the Leased Line order during the OCP no ETF s shall be incurred. FOR THE AVOIDANCE OF DOUBT, CANCELLATION OF THE LEASED LINE SERVICE DOES NOT INCLUDE CANCELLATION OF ANY OTHER ITEMS INCLUDED WITHIN THE Page 4 of 20

5 APPLICABLE SOF. Should the Customer wish to proceed with the Leased Line Service after the OCP, the order will be subject to a new quotation and Site Survey. 6. Estimated Delivery Dates 6.1. Leased Line Service delivery dates are subject to that of the Provider. C4L shall use all reasonable efforts to advise the Customer as to any amendments to the estimated delivery date but accepts no liability for any delay or postponement for the provision of Leased Line Services Any estimated delivery dates provided by C4L in relation to the Leased Line Service shall commence upon completion of the Site Survey, where applicable acceptance by the Customer of the Excess Survey Fees and completion of wayleave authorisation. 7. Wayleave 7.1. The Customer hereby irrevocably gives permission to C4L and its employees, agents or contractors with reasonable notice at such times to: a) execute any works on the Termination Site(s) for, or in connection with, the installation, maintenance, adjustment, repair, alteration, moving, replacement, renewal or removal of the Service Equipment; and b) keep and operate the Service Equipment installed on, under or over the Property; and c) enter the Property to inspect any of the Service Equipment kept on, under or over the Property or elsewhere for the purpose of the Leased Line Service delivery C4L agrees with the Customer to cause as little disturbance, damage and inconvenience as reasonably possible when exercising any of its rights under this permission The Customer agrees not to do or allow anything to be done to the Property that may cause damage to, or interfere with, the Service Equipment or prevent reasonable access to it The Customer warrants that: a) it is the current occupier of the Termination Site; and b) that its occupancy of the Termination Site does not expire prior to the end of the Initial Term (and if a SOF is renewed, any Subsequent Term); and c) the Customer shall procure and/or continue, throughout the term of this Agreement, all site related permissions and approvals necessary for C4L to deliver, install and maintain the Equipment for the provision of the Ethernet Services and Connection(s). Page 5 of 20

6 8. Service Suspension 8.1. Pursuant of Clauses 12 and 12.2 the Customer shall have 7 days to comply with any reasonable request provided by C4L in writing to the Customer. Failure to adhere to this Clause 0 shall result in a suspension of Service The Customer shall strictly adhere to both the Master AUP and the Leased Line AUP. Failure to adhere to this Clause 8.2 shall result in a suspension of Service. 9. Maintenance 9.1. If the Customer detects any defect or impairment in the operation or performance of the Leased Line Service delivery, it shall notify C4L of the nature of such defect or impairment. C4L shall respond in accordance to the SLA after such notification and shall make the necessary corrections to the Service or Service Equipment in accordance with the SLA If C4L detects any defect or impairment in the operation or performance of the Customer Equipment, it shall notify the Customer of the nature of such defect or impairment. The Customer shall follow C4L s reasonable instructions to amend the defect or impairment C4L will be entitled to charge the Customer and the Customer will pay Fees at C4L s then current reasonable charging rates to the extent that the need for any maintenance results from any one or more of the following: a) misuse or neglect of, or accidental or wilful damage to the Service Equipment or facility where such misuse, neglect or damage occurs as a result of Customer action in inaction; or b) failure by the Customer to comply with any of the provisions of this Agreement; PROVIDED THAT, in the case of any event referred to in Clause 9.2, C4L shall have given the Customer reasonable written notice of its intention to charge such Fee If a Customer prevents or delays the performance of maintenance due to the Customers action or inaction, C4L shall have the right to charge to the Customer all reasonable costs incurred by such delay or prevention C4L may suspend the Service from time to time for necessary technical reasons and (including without limitation, Service Equipment upgrades or Service degradation mitigation) without invalidating its SLA provided that 3 days notice via the C4L s NOC (noc.c4l.co.uk) is provided and the period of suspension does not exceed more than 1 hour C4L may suspend the Service from time to time for necessary technical reasons and (including without limitation, Service Equipment upgrades or Service degradation mitigation) without invalidating its SLA provided that 5 days notice via the C4L s NOC (noc.c4l.co.uk) is provided and the period of suspension, although potentially greater than 1 hour, does not become unreasonable. Page 6 of 20

7 9.7. C4L may suspend the Service with immediate effect and without prior notification in the unlikely event of an emergency. Any emergency maintenance shall only be performed if C4L, acting in good faith and using Best Industry Practise, establishes an immediate danger to any of the following: a) the Customer or it employees, any C4L employee or any third party; or b) Customer Equipment or Service Equipment; or c) a Colocation facility (inclusive of any related facility equipment); or d) a Force Majeure Event. 10. Service Outages and Excused Outages In the event that C4L is required to suspend a Service for the reasons described under Clause 8 and Clause 10.4, such period shall be deemed as an Excused Outage In the event that C4L is required to suspend the Service for the reasons described under Clauses 9.5, 9.6 or 9.7, such period shall be deemed as an Excused Outage under the proviso that C4L shall endeavour to use all reasonable opportunities to mitigate any downtime that the Customer may experience Should the Customer suffer a failure of Service delivery which is attributable in part or solely due to the actions or inactions of the Customer, the period shall be deemed as an Excused Outage C4L shall not be liable for any Service Outages outside of its reasonable control (including without limitation, fibre cuts, acts or omissions of the Provider, unless specifically included within the Providers SLA to C4L). 11. Termination of Services The Termination Notice Period for any Leased Line Service is no less than 90 days prior to the end of the Initial Term or any Subsequent Term Should either Party wish to terminate a Leased Line Service it must provide written notification of its intent to the other Party. Such notification must be provided in accordance with Clause If neither Party provides notice to the other of its intent to terminate the Leased Line Service in accordance with Clause 11.1, it shall be accepted as a tacit response on behalf of both Parties of their intent to extend the Service Term by a minimum of the Subsequent Term Upon notice of termination of the Leased Line Service, C4L shall issue to the Customer a final invoice for all outstanding amounts. The Customer shall make immediate payment of the invoice. 12. Miscellaneous The Customer warrants that it shall ensure that any Customer Equipment connected to the Service Equipment or the C4L network shall comply with all relevant legislation, standards and licence requirements and shall be in good working order and suitable for the purposes for which it will be used in Page 7 of 20

8 relation to C4L Services. C4L reserves the right to disconnect any Customer Equipment which is not compliant with any legal or regulatory requirements or is liable to cause death or personal injury or to cause damage to or to impair the Service Equipment. The Customer shall indemnify, defend and hold C4L harmless from any liability incurred as a result of its failure to comply with this Clause The Customer warrants and undertakes that it: a) shall house any Service Equipment in accordance with C4L s reasonable instructions as may be given from time to time; b) shall not move, modify, relocate or in any way interfere with the Service Equipment; c) shall not cause the Service Equipment to be repaired, serviced or otherwise attended to except by an authorised representative of C4L; d) shall not remove, tamper with or obliterate any words or labels on the Service Equipment; e) shall not create or allow any charges, liens, pledges or other encumbrances whatsoever to be placed on the Service Equipment. Title to the Service Equipment shall at all times belong and remain with C4L or the relevant C4L Affiliate; f) shall not use the Service Equipment except in accordance with such reasonable written instructions, as C4L may from time to time give; g) shall not dispose of the Service Equipment other than in accordance with C4L s written instructions or authorisation; h) shall not use Service Equipment beyond the capacity that it has been provided under the SOF or supporting documentation The Customer shall ensure that it provides all relevant contact details requested under Annex E The Customer shall grant or shall procure the grant to C4L of all licences, waivers or consents necessary to permit C4L to install or setup the Customer s Leased Line Service which may require access to the Customer Equipment The Customer shall provide to C4L all reasonable information required for C4L to perform its obligations under this Agreement. The Customer shall ensure that any information that is given to C4L is accurate in all material respects. 13. IP Addresses C4L may assign to the Customer IP addresses as part of the provision of Services. Such IP addresses shall (upon C4L s request and to the extent permitted by law) revert to C4L after termination of the Customer s Service, whereupon the Customer shall cease using such addresses. At any time after such termination, C4L may re-assign such addresses to another user or Customer All IP addresses requested by the Customer shall be accompanied with a Ripe IP Justification Form as provided by C4L from time to time In the event that the Customer wishes to use their own PI space, the Customer shall advise the C4L in writing and C4L shall route accordingly. If the Customer utilises its own PI space, it shall retain ownership of the PI space until such point where it is surrendered by the Customer. Page 8 of 20

9 13.4. Should the Customer require an advance routing facility, C4L reserves the right to charge for such facility and advise the customer accordingly. 14. Excess Transit Usage Excess Transit shall be calculated on a 95th Percentile, 5 minute average model. Page 9 of 20

10 Annex A Leased Line SLA 1. Overview 1.1. This Service applicable SLA provides details of C4L s estimated response times and Service Credits in relation to Service Outages. 2. Responses Times 2.1. C4L shall use all reasonable endeavours to respond to Customer tickets raised via the C4L Portal (support.c4l.co.uk) within the SLA set out below: Service Priority Problem Response* Time (Office Hours) Response Time (Outside Office Hours) Leased Lines Complete loss of connectivity - unable to send and/or receive traffic Irregular/high packet loss or increased latency Limited, destination-specific packet loss or Irregular/high latency IP-related configuration change request 30 minutes 2 hours 1 hour N/A 8 hours N/A 24 hours N/A * A response shall be deemed as an appropriate person with the relevant skills and tools to evaluate the problem and commence the process of taking remedial action In the event that a Customer raises a ticket erroneously C4L reserves the right to charge the Customer in accordance to remote hand charges. 3. Service Outages 3.1. Where reasonably practicable, C4L shall endeavour to place a notification of a Service Outage on the C4L NOC website (noc.c4l.co.uk) within 30 minutes of a Service Outage occurring In the event of a Service Outage, C4L shall use all reasonable endeavours to resume Service with the minimum delay In the event of a Service Outage, subject to Clause 10 of these Leased Line Services Terms & Conditions or the terms and conditions of the MSA, the Customer shall be entitled to Service Credits should C4L fail to adhere to the applicable SLA, as outlined within Clause 4 of this Annex A. 4. Leased Line SLA Service Credits 4.1. C4L provides transparent like for like SLA s as provided by the Leased Line Provider to C4L. The following SLA X as Provider are examples of C4L Providers SLA s. Further details can be provided upon request. Page 10 of 20

11 4.2. For the avoidance of doubt, C4L does not provide any further Service Credits in relation to Leased Line Services beyond that which is passed to C4L by the Provider of the Leased Line Service. Page 11 of 20

12 Example SLA - Virgin as Provider Target Service Availability For Virgin Leased Lines, the Provider guarantees the end to end Availability for each Circuit to be at least 99.9% for a service provided with a 3 rd party access circuit and 99.95% for a service provided wholly on the Supplier Network, in each 12 month period following the Customer Execute Date and each anniversary thereof. For the purpose of calculating Availability, Unavailable Time means a period of time when there is a total break in transmission or where the bit error rate in each of ten consecutive seconds is worse than 1 x Where the Availability of the Service falls below the percentages set out above, the Customer shall be entitled to Service Credits in accordance with Tables A and B below. Table A Circuit Availability in each 12 month period, where Circuit is provided using 3 rd party access circuit Service Credits as percentage of one month s Rental applicable to the affected Circuit 99.9% or greater 0% Less than 99.9% to 99.79% 60% Less than 99.79% to 99.5% 90% Less than 99.5% 100% Table B Circuit Availability in each 12 month period, where Circuit is provided wholly using the Supplier Network Service Credits as percentage of one month s Rental applicable to the affected Circuit 99.95% or greater 0% Less than 99.95% to 99.85% 60% Less than 99.85% to 99.5% 90% Less than 99.5% 100% Page 12 of 20

13 Example SLA BT as Provider 1. Repair 1.1. C4L will restore the Service within 6 hours of a fault being reported. If C4L fails to do this, the Customer shall be entitled to the compensation set out in paragraph 1.2 of this SLA BT as Provider Subject to any limitations set out in Clause 6 of this SLA BT as Provider and Clause 10 of these Leased Line Service Terms & Conditions 1.3. Late Repair 1.4. A delayed repair will become eligible for compensation if the reported fault causes total loss of service (i.e. no transmission of signals in one or both directions between the product demarcation points) for more than 5 clock hours after it has been reported to the Provider by C4L ( Qualifying Fault ) allowing in addition C4L s response time in accordance with the SLA The Customer shall be entitled to compensation equal to 15% of one month s relevant individual circuit monthly rental for each Qualifying Fault that has not been restored within 6 clock hours after it has been reported to C4L, and for each full hour in excess of 5 clock hours until the fault is rectified, up to a maximum of 200 hours. For the avoidance of doubt and by way of example, in the event that a Qualifying Fault is rectified once 7 clock hours (but less than 8 clock hours) have elapsed, the compensation payable would be 15% of one month s rental for the Qualifying Fault multiplied by 3 (15% for failing to achieve the 5 clock hours and 15% multiplied by 2 for the 2 elapsed clock hours over the 5 clock hours). 5. Limit On Compensation 5.1 The maximum compensation that a Customer can receive late repair is an amount equal to 200 multiplied by 15% of the relevant individual circuit s monthly rental. 6 What Is Not Covered 6.1 The service levels, service guarantees and any compensation payments will not apply if a) the failure by C4L is due to the Customers own network or equipment or any other network or equipment outside the C4L and Provider s Network; or b) the Customer is in breach of any part of this Contract or in respect of the relevant Service C4L suspends the Service or any part of it in accordance with this Contract; or c) through no fault of its own or because of circumstances beyond its reasonable control, C4L is unable to carry out any necessary work at, or gain access to the Site or the Customer fails to agree an appointment date or work is aborted; or d) the Customer and C4L agree a different timescale in writing (which shall include ) for performance of the relevant Service; or Page 13 of 20

14 e) reasonable assistance is required or information is reasonably requested by C4L within a reasonable timescale from the Customer or from an end user or a third party and such assistance or information is not provided; or f) through no fault of its own, C4L is unable to obtain any necessary permissions or consents required in connection with the performance of a particular service level; or g) the failure is due to a Force Majeure event; or h) the failure is due to a planned or emergency maintenance; or i) the failure is due to an inaccurate SOF being submitted by the Customer; or j) if the fault is not reported via a ticket through the Support Portal. Page 14 of 20

15 Example SLA TALKTALK Business as Provider C4L NOTE: C4L CAN PROVIDE BOTH ETHERNET FIRST MILE ( EFM ) AND WHOLESALE ETHERNET SERVICE TO THE CUSTOMER. ALL TALKTALK LEASED LINES ARE WHOLESALE ETHERNET SERVICE CONNECTIONS. FOR FURTHER INFORMATION RELATING TO EFM PLEASE CONTACT YOUR ACCOUNT MANAGER. 1. Maintenance Window 1.1. Where maintenance will result in degradation or interruption of a Wholesale Ethernet Service the maintenance will be conducted between 00:00 and 06: Wholesale Ethernet Service Management 2.1. Incident Response and Severity Levels a) Where the Customer is provided with a Wholesale Ethernet Service Leased Line C4L shall use its discretion to define the severity level and it is possible during diagnosis that a severity level is changed. Table 1 Severity Level Priority 1 (Total Outage) Fault description For incidents where the issue has existed for five minutes or more before incident logging and is limited to the following:- Total loss of a Wholesale Ethernet Service (which is defined as no transmission of signals in one or both directions); or Priority 2 (Severe Intermittence) Priority 3 (Degradation) Priority 4 (Query) Available throughput <10% of predicted Service Bandwidth; or Latency is > 100ms; or Packet loss is greater than 5% Intermittent connectivity of single spoke Site that has high degree of Wholesale Ethernet Service impact - Where the intermittence can be demonstrated repeatedly within an hour interval Intermittent connectivity of single spoke Site that has low Wholesale Ethernet Service impact - Where the intermittence cannot be demonstrated repeatedly within an hour interval Bandwidth throughput or other material quality of Wholesale Ethernet Service issues End User application performance issues across a particular Wholesale Ethernet Service Incident Resolution Targets a) C4L whilst working with the Provider shall use reasonable endeavours to resolve incidents within the timescales set out in Table 2. Page 15 of 20

16 Table 2 Issue resolution target, measured in Clock Hours Severity Fibre based Wholesale Ethernet Service EFM based Wholesale Ethernet Service Priority Priority Priority Priority b) It may be necessary to extend the timescales in Table 2 due to the complexity of an incident or where the Provider is dependent on a third party of the Provider for resolution of the incident. c) Service Orders that have yet to be completed are not subject to the resolution or response times indicated above. d) For Priority 1 incidents, the Customer agrees that intrusive testing (testing which shall have a detrimental effect on the circuit during the testing period by either C4L, the Provider or their respective contractors) by the Provider can occur without seeking permission. For any other issue where the Provider believes that intrusive testing is required it will seek permission from C4L before doing so and subsequently C4L shall seek the relevant permission from the Customer. C4L NOTE: C4L SHALL ENSURE IT ACTS IN A TIMELY MANNER IN PROCESSING THE CUSTOMERS REQUIREMENTS TO THE PROVIDER AND WHERE POSSIBLE OPEN COMMUNICATIONS DIRECTLY. INFORMATION RELATING TO CLOCK HOURS AND PARKED TIME CAN BE REQUESTED BY THE CUSTOMER UPON COMPLETION OF THE SERVICE OUTAGE. 3. Clock Hours 3.1. Clock hours shall be defined as the difference in hours between the Start Time and Stop Time excluding Parked Time: a) "Start Time" is the initiation (timestamp) of an incident on the Providers incident handling system; b) "Stop Time" is when the status of the incident becomes Resolved; and c) Parked Time will be excluded from the gross elapsed time and, therefore, Clock Hours will reflect the time for which the Provider or its sub-contractors are wholly responsible. 4. Parked Time 4.1. Parked Time is where the progression of the resolution of an incident is outside of the control of C4L. 5. Service Credits Page 16 of 20

17 5.1. Repair a) Service Credits in Table 3 only apply to Priority 1 incidents. Table 3 Priority 1 incident was not resolved within indicated timeframe set out in Table 2. Single Site Incident (Service Credit per incident) For each Clock Hour or part Clock Hour beyond the target repair threshold a Service Credit equal to 15% of one month's rental for the impacted Connection - up to a maximum of 100%. b) The service level set out in Table 2 shall not apply in the following situations and no Service Credits will be due where: i. the Customer requests C4L to test the Wholesale Ethernet Services and no failure in the Wholesale Ethernet Services is detected or reported; ii. iii. iv. the Wholesale Ethernet Services does not demonstrate a Priority 1 type incident; the Wholesale Ethernet Services are modified or altered in any way at the Customer s request not in accordance with the terms of this SLA TALKTALK Business as Provider; any suspension of the Wholesale Ethernet Services has taken place in accordance with the terms of the C4L MSA or Schedule 2 Leased Line Service Terms & Conditions; v. failure of the Customer to operate the relevant Wholesale Ethernet Services in accordance with the terms of the C4L MSA, Schedule 2 Leased Line Service Terms & Conditions or this SLA TALKTALK Business as Provider; vi. the Customer has failed to implement any reasonable instructions issued by C4L in relation to the Wholesale Ethernet Services; 6. Limit On Compensation 6.1. The maximum compensation via Service Credits that a Partner can receive for Priority 1 repair incidents in a month for a single circuit is 100% of the monthly rental for the applicable circuit and an annual total amount not exceeding 50% of the annual rental for the applicable circuit for the period covered by a 12 month cycle; the cycle commencing from the Ready For Service Date of the applicable circuit. Page 17 of 20

18 Annex B Leased Line AUP 1. The Customer shall, within a reasonable amount of time, comply with any reasonable request as requested by the Provider to C4L and in turn to the Customer by C4L. Any such request shall only be issued to the Customer if the request applies to the Customer, its end users use or management of the Leased Line Service. The request shall be of a reasonable nature and reflective of standard practise within the industry of similar Leased Line Services. Further information of the applicable Leased Line Service Provider s AUP can be provided upon request. Page 18 of 20

19 Annex C - Leased Line Support Services & Excess Usage Pricing Unless stated to the contrary in the SOF for the Service, Annex C provides the pricing model for Support Services and Excess Usage in relation to the Leased Line Service. Support Services are subject to availability and confirmation by C4L. Support Service & Excess Usage Support Services Period Fee Excess Transit (per Mb) Per month 19 Remote hands* Per hour 150 Cable run Per annum Subject to quotation by C4L *Charges for remote hands at BIS (Greenwich) are greater than displayed and are therefore subject to quotation by C4L. Page 19 of 20

20 Annex D Leased Line Service Support Form 1. Support Portal 1.1. The Customer is provided with a login to C4L s online support system found at support.c4l.co.uk. The login details are provided in the Connection Notice document which is issued with the Handover Document during the installation process The Support Portal allows the Customer to place support requests directly online and determine the severity category based on the SLA provided in Annex A The Customer will be provided with an automatically generated ticket number which will allow the Customer to track the support ticket through to its resolution. In accordance with the problem priority defined within Annex A, if the Customer deems the support request to be of a priority 1 category, the Customer must follow up the support ticket with an immediate call to the NOC quoting the provided ticket number. 2. Customer Portal 2.1. Using the login details provided in the Connection Notice the Customer may login into the C4L Customer Portal. The Customer Portal allows Customers to review their IP traffic, usage graphs, CDR s and Excess Usage. The Customer Portal can be found at customers.c4l.co.uk. 3. Escalation of technical support 3.1. In the event that the Customer does not receive a response within the allotted as defined in Annex A, the Customer may escalate a ticket that is in the process of being dealt with by C4L technical support team. To do so, the Customer must follow the escalation procedure, as defined in the C4L Handover Document. Page 20 of 20