SERVICE SCHEDULE & ADDITIONAL TERMS AND CONDITIONS FOR DIRECT WHOLESALE INTERCONNECT VOICE SERVICE The following terms and conditions are additional to those in the prevailing Viatel General Terms and Conditions ( GTC ), and shall apply where, pursuant to an Order, the Customer orders direct wholesale voice services as specified in such Order and as further defined in this Service Schedule (the Direct Voice Interconnect Service ) Additional Definitions In this Service Schedule, the following terms shall have the following meanings, unless the context requires otherwise, and any other capitalised terms which are not defined in this Service Schedule shall have the same meanings as in the GTC: Access means access from the Customer s IP Network to the Viatel IP Exchange in accordance with one of the methods below: 1) via the internet 2) via a Viatel access product 3) via direct connectivity to a Viatel exchange Access Number means any of the telephone numbers as set out in the Order or as subsequently agreed in writing between the Parties. Break In Call means a call that is conveyed via the Viatel IP Exchange to terminate on the Customer IP Network originating from: 1) a Third Party PSTN ; 2) a Mobile Network; 3) an International Destination Network; or 4) a Third Party communication provider IP Network. Break Out Call means a Call from a Customer IP Network that is conveyed via the Viatel IP Exchange to terminate on: 1) the Viatel Voice Network or a Third Party PSTN ; 2) a Mobile Network; 3) an International Destination Network; or 4) a Third Party Communication Provider IP Network Call means a signal, message or communication which can be silent, visual or spoken, excluding text messages. Call Channel means the physical path of a Call on a telecommunications network. Caller Line Identification or CLI means the telephone number of the originating end user (i.e the calling party) or the default number of the Customer. Calling Party means a person who initiates a Call. Change Request is a request sent by the Customer to Viatel for a documented deviation from, or addition to, the Direct Voice Interconnect Service specifications as defined by the Customer in the Order. Data Services means the ADSL, SDSL, Ethernet or DIA data services provided by Viatel and connected to the Customer Site(s). Gateway means transmission software which converts analogue or digital signals and traffic to IP packets and forms part of the Service Equipment. Terms effective 01/10/2015 1
International Destination Network means a network operated in an overseas country. Interoperability Testing means the testing of the Customer Equipment to determine whether the Customer Equipment is compatible. Internet means the global data network comprising interconnected networks using the TCP/IP protocol suite. IP means internet protocol. IP Exchange means the interface between the Customer IP Network and Viatel IP Network which facilitates the Direct Voice Interconnect Service. IP Voice means voice Calls that are transmitted through an IP Network. IP Network means a telecommunications network operated on IP. Mobile Network means a mobile telecommunications network. National Directory Database or NDD means the record of all subscribers of publicly available telephone services, including those with fixed, personal and mobile numbers, who have not refused to be included in that record. PBX means a private branch exchange provided and operated by the Customer and located at the Customer Site. PSTN means a public switched telephone network. Router means the hardware which selects the part of transmission of IP packets. Third Party means any natural person or legal entity other than the Customer and Viatel. Viatel Carrier Voice Rate Card the rate card issued by Viatel from time to time and identified as being applicable to carrier services. Viatel Network Network means the telecommunications infrastructure operated by Viatel to provide telecommunication services. VoIP means voice over internet protocol. VoIP to VoIP Call means a Call which is conveyed from or to the Customer IP Network from or to the IP Network of another customer of the Direct Voice Interconnect Service as an end to end IP Call via the IP Exchange. Weekend means from midnight Friday until midnight Sunday. 1. Service Description 1.1 General 1.1.1 The Direct Voice Interconnect Service conveys Calls from/to the Customer Network to/from: a) Viatel Network; b) Third Party PSTN; c) Mobile Networks; d) International Destination Networks 1.1.2 The Direct Voice Interconnect Service facilitates: a) Break Out Calls b) Break In Calls c) VoIP to VoIP Calls Terms effective 01/10/2015 2
1.2 Direct Voice Interconnect Services 1.2.1 The Direct Voice Interconnect Services shall be provided on an access only basis. As such, Viatel will not provide, install and/or configure Routers, Gateways or other Customer Equipment needed for the provision of this Direct Voice Interconnect Service. Under these circumstances, the following shall apply: a) The Customer shall be responsible for the provision, installation, configuration and maintenance of a Gateway and Router in each case of a make and model approved by Viatel. b) Viatel shall facilitate the use of the Data Services and the IP Network for in-bound and outbound voice calls by the Customer in accordance with this Schedule; and c) Viatel shall not have any responsibility for or liability in relation to the Gateway, Router, PBX or any links between such equipment. d) The Gateway and Router shall be located at the Customer Site and the Customer shall provide at its own cost the power required to operate such equipment and a secure and appropriate environment to host such equipment. 1.3 Access to Emergency Services The Customer agrees to communicate clearly to all of its End Users, the limitations of the Direct Voice Interconnect Service with regard to emergency calls, bring that Viatel does not guarantee the transit of such calls and accepts no liability for same. 2. Charges 2.1 Charges for the Direct Voice Interconnect Service are set out in the Viatel Carrier Voice Rate Card. 2.2 Call Charges shall be calculated by reference to data recorded or logged by Viatel and not by reference to any data recorded or logged by the Customer, nor by reference to any information provided by Viatel to the Customer for information purposes only. 3. Customer s Obligations The Customer shall be responsible for: 3.1 Conducting test and handover procedures within 5 Business Days of the delivery date. 3.2 Maintaining adequate voice communications services at each Customer Site from its existing Third Party telecommunication provider until the date on which the Customer commences use of the Direct Voice Interconnect Service ( Service Commencement Date ) in relation to such Site; 3.3 Notifying Viatel of the number of Call Channels required by the Customer as of the Service Commencement Date and notifying Viatel of any changes required to the number of Call Channels, subject in both cases to the maximum number of Call Channels set out in the Customer Order; 3.5 Maintaining at its own cost and expense such back-up facilities for voice telephony as it considers appropriate. It is recommended that the Customer maintains one voice line rental with another operator for these purposes, in particular in relation to its ability to access the emergency services; 3.6 Appointing a designated individual responsible for the day to day management of all issues relating to the Direct Voice Interconnect Service, including but not limited to error reporting and tracking and billing issues (the Designated Support Contact ) and notifying Viatel of any changes in the Designated Support Contact; and Terms effective 01/10/2015 3
3.7 The Customer shall maintain the confidentiality of, and shall keep secret and protected from access by Third Parties (subject to any provision of the same to the users for which the Customer shall remain wholly responsible), its logins, passwords and other confidential information relating to its use of the Direct Voice Interconnect Service (the Access Information ). The Customer shall be responsible for amending and/or updating its Access Information in the event of loss of or notification to unauthorised third parties of the Access Information. Viatel shall have no liability for any action that it may take in response to the provision of correct Access Information. 4. Viatel s Obligations Viatel shall endeavour to: 4.1 Provide and monitor the Direct Voice Interconnect Service exercising reasonable skill and care to the standard of a competent wholesale telecommunications operator. 4.2 Implement the agreed Call Channel configuration and any other agreed configuration by the Service Commencement Date provided that the Customer accurately completes the Customer Order and promptly and accurately supplies such technical data to Viatel s technical support team upon request. Any subsequent configuration changes required by the Customer should be submitted as a Change Request in accordance with paragraph 5 or through a new Order if the change required results in a change to the Charges for the Direct Voice Interconnect Service. 5. Change Requests 5.1 Each Change Request will be processed by Viatel as follows: 5.1.1 Validation of Change Request: Within 24 hours of receipt of the Change Request, to acknowledge and log that Change Request for Validation; 5.1.3 Implementation of Change Request: Within time frames as agreed with the Customer on a case by case basis depending on the complexity of the Change Request. 5.2 Validation of the Change Request shall mean notifying the Customer that Viatel either: (a) agrees with that Change Request (which is then a successfully validated Change Request); or (b) does not agree with the Change Request and advises the Customer of the potential risks relating to that Change Request of which Viatel is aware (which is then a queried Change Request). 5.3 For any queried Change Request, Viatel shall not proceed with implementation of such Change Request unless: 5.3.1 The Change Request is practicable at the sole discretion of Viatel; and 5.3.2 The Customer, having received Viatel s notification of the potential risks associated with that Change Request, re-confirms in writing to Viatel that Viatel should proceed with implementation, in which case Viatel shall revert to the Customer to agree timescales for implementation (and Viatel shall have no liability to the Customer, any End-User or otherwise in respect of the implementation of that queried Change Request, any related service or the effect of implementation of that queried Change Request on the Direct Voice Interconnect Service or other services provided by Viatel). If there is a queried Change Request, the Customer may engage Viatel to provide consultancy services in relation to that queried Change Request, in which case Viatel and the Customer shall agree the scope of such consultancy and additional charges that may apply on a time and materials basis. 5.3.3 Any Change Requests that need to be implemented at a scheduled time outside the Business Day will need to be agreed beforehand with Viatel and may incur an additional charge. Terms effective 01/10/2015 4
6. Rates and Codes Rates are shown in the Viatel Carrier Voice Rate Card. Viatel reserves the right to increase or decrease its rates and/or change destination codes at any time upon email notice; on seven (7) days. Notice of such changes shall be sent via email to the Designed Support Contact. 7. End Users Customer is responsible for billing and collection from its End Users including all taxes and fees. Customer is responsible for obtaining and maintaining all licenses, approvals and other authorizations necessary for operation. 8. Interconnection The Parties shall connect their respective telecommunications switches via equipment which may be provided by a third party supplier ("Supplier"). Each Party shall be responsible for procuring its interconnection equipment from its chosen Supplier and for all contractual obligations with that Supplier. Each Party will notify the other of the date from which the notifying Party's connectivity will be available. It is the Customer s sole responsibility to safeguard its passwords, equipment and interconnection. Viatel will not be liable for any unauthorized traffic which originates or terminates over the interconnect. 9. Suspension of Services In addition to its entitlement to suspend service as set out in the GTC, Viatel reserves the right to immediately suspend all or any part of the Direct Voice Interconnect Services if: (i) Viatel detects any suspected fraudulent use of the Direct Voice Interconnect Services and/or Artificially Inflated Traffic (defined below), whether directly or indirectly; (ii) Customer's account is inactive (passes no billable calls) for ninety (90) consecutive days; (iii) Viatel requests identifying or other documentation from Customer for legal, administrative or regulatory purposes and Customer fails to provide appropriate documentation (in Viatel's sole discretion) within a reasonable time; (iv) Customer exceeds its Credit Limit (defined below). 10. Credit Limit "Credit Limit" shall be as notified by Viatel to Customer from time to time and is defined as all unpaid amounts invoiced to Customer plus non-invoiced usage. The Direct Voice Interconnect Service may be suspended without notice when the Credit Limit is reached or exceeded unless (a) an interim payment is made prior to the due date; or (b) a credit limit increase has been applied for by Customer and granted by Viatel at its sole discretion prior to the due date. To ensure that the Credit Limit is not exceeded over a weekend or holiday, Customer shall make all interim payments so that cleared funds are in Viatel's account by the immediately preceding Thursday before 5pm Dublin time. 11. Prepayment Customers notified that a prepayment arrangement is required with Viatel shall prepay Viatel for all Direct Voice Interconnect Services via bank transfer. In the event the prepayment amount reaches $/ 0 (as applicable), Direct Voice Interconnect Services may be automatically suspended. In such event, Viatel may (but is not obligated to) reinstitute Direct Voice Interconnect Services to Customer once the prepayment has been replenished. Any suspension or termination shall not relieve Customer of its obligation to pay any amounts due hereunder. A prepayment top-up shall be deemed valid only when Terms effective 01/10/2015 5
such top-up is in Viatel's account as cleared funds. Notwithstanding the foregoing, for weekend usage, Customer shall ensure that the prepayment replenishment is in Viatel's account as cleared funds by the immediately preceding Thursday before 5pm Dublin time. Viatel may in its sole discretion require Customer to increase the prepayment in the event of any increase or anticipated increase in Direct Voice Interconnect Services provided to Customer. 12. Fraudulent Calls and Artificially Inflated Traffic Unless prohibited by applicable law or regulation of the jurisdiction of incorporation of the Customer, Customer shall not dispute any charges or withhold payment on the basis that Fraudulent Calls or Artificially Inflated Traffic comprised a portion of the traffic volume. Customer shall be responsible for all charges associated with any Fraudulent Calls and Artificially Inflated Traffic. It is Customer's sole responsibility to take immediate action to block any Fraudulent Calls and Artificially Inflated Traffic. For purposes of this Agreement, "Fraudulent Calls" shall include, but not be limited to, deliberate exploitation of systemic errors in Viatel's routing system. For purposes of this Agreement, "Artificially Inflated Traffic" means any activity which: (i) has the effect, intended effect or likely effect of preventing Viatel's billing system from capturing any necessary billing information (in relation to the conveyance of a call); (ii) causes incorrect billing by Viatel's billing system, or of an associated party; (iii) any situation where any person or entity is misled into making, receiving or prolonging calls; or(iv) is determined by Viatel, in its sole and absolute discretion, to be bad faith usage of the Direct Voice Interconnect Services. In the event Fraudulent Calls and/or Artificially Inflated Traffic causes Viatel to be charged more by its terminating partners than the rate(s) quoted by Viatel to Customer, then in addition to Viatel's right to seek all remedies available to it at law or in equity, Viatel reserves the right to re-rate all such traffic at the higher termination rate for the destination(s) in question and Customer agrees to pay all such rerated charges. Customer shall indemnify and hold harmless Viatel and affiliates from and against any claim, cost, damage, demand, liability, loss, penalty, proceeding and reasonable attorney's fees imposed upon Viatel by reason of any claims or damages arising out of or related to any fraudulent use of the Services, including but not limited to Fraudulent Calls and Artificially Inflated Traffic; Terms effective 01/10/2015 6