EASYNET CHANNEL PARTNERS LIMITED PARTNER MASTER SERVICES AGREEMENT HOSTED IP TELEPHONY SERVICE PRODUCT TERMS Registered Office at: St James House Oldbury Bracknell RG12 8TH Company No: 03676297 BMI MSA 20140901 v1.0 Page 1 of 11
The following terms and conditions apply in addition to those in the General Terms and Conditions (Schedule A) (GTC/GTC s) and shall apply where, pursuant to an accepted End User Order, the Partner orders Hosted IP Telephony Services as further defined and set out in these Product Terms (the Service ). 1. Additional Definitions In this Product Terms, the following words shall have the following meanings and any other capitalised terms which are not defined in this Product Terms shall have the same meanings as in the GTC: Call Channels - The maximum number of contemporaneous in-bound and out-bound voice calls for which the Services are configured to handle; Change Request - A change to the configuration of the Service requested by the Partner which does not require a new Order Form (i.e. is not a new service or a change which affects the Charges); Data Services - The ADSL, SDSL, Leased Line or Ethernet data services provided by Easynet and connected to the Partner Site(s); Designated Support Contact - A designated contact appointed by the Partner pursuant to section 9(g); Equipment (as defined in the GTC) - Shall include, for the avoidance of doubt, the IP Phone(s) and any other hardware or equipment provided by Easynet to the Partner as part of the Services and references within this Product Terms to CPE shall be similarly defined; Hosted IP Telephony Services - The hosted voice over IP services provided by Easynet which facilitate the making of IP voice calls from an IP Phone connected to the LAN over the IP Network (including where connected over the Soft Client Application); IP Network - The Easynet Group of companies IP network over which the Service will be routed from time to time excluding any Tail Circuits or local access circuits; IP Phone(s) - A telephone handset which allows users to make voice over IP calls (being included within the Equipment provided as part of the Service); LAN - The local-area network managed and operated by the Partner and located at the Partner Site; LAN Technical Specifications - Those technical specifications set out in the Annex to this Product Terms; Management Reports - Such reports relating to the Services as are provided by Easynet including details of the Partner's usage of the Services, Charges and SLA performance; Maximum Stable Rate - Means the maximum downstream connection rate the MAXStream Service is expected to achieve and is calculated on a per line basis and is variable during the Service Term; Number(s) - Numbers allocated to Easynet by OFCOM and which, pursuant to the End User Order, Easynet provides to the Partner as part of the Service; Rate Adaptive - Means that the Easynet Equipment and the CPE automatically negotiates the best rate of connection between the serving exchange and CPE based on the settings on the local access circuit and Rate Adaptation shall be similarly defined; Roll-Out Plan - A plan and timetable for the implementation and delivery of the Hosted IP Telephony Services; BMI MSA 20140901 v1.0 Page 2 of 11
Soft Client Application - The software application to be provided as part of the Service which allows users to make voice over IP calls when away from a Partner Site via an alternative device such as a laptop computer; Stabilisation Period - Means a period of up to ten days commencing from the date that the Partner firsts begins using the MAXStream Service following Acceptance, during which time the Maximum Stable Rate will be established; and Sustainable Line Rate - Means 70% of the Maximum Stable Rate. 2. Data Services It is a condition precedent of this Agreement that the Partner shall have entered into an agreement with Easynet for Data Services at the relevant Partner Site(s) and Easynet shall not be obliged to provide the Services unless such an agreement for the Data Services has been completed at (each of) the Partner Site(s) to which it is proposed that the Service be provisioned. The Partner acknowledges and agrees that Easynet shall not support the Service on an ADSL 1:1 MAXStream access circuit ( MAXStream Circuit ) until the Stabilisation Period is complete and the Quality of Service (QoS) configuration has been loaded. The Partner may use the MAXStream Circuit for data applications only during the Stabilisation Period. Upon completion of this Agreement, the Initial Term of the agreement for Data Services shall be deemed to have been extended to run until the end of the Initial Term of this Agreement. This Agreement (and the Service provided hereunder) shall terminate upon the termination of the related agreement for Data Services (howsoever arising). The termination of this Agreement shall not affect the then existing term of the Data Services. 3. Partner Obligations Pre-Installation The Partner shall ensure that the LAN meets the LAN Technical Specifications and the Partner shall provide Easynet with all information reasonably requested by Easynet in relation to the LAN. If Easynet so requests, the Partner shall provide Easynet or its nominated third party with access to the Partner Site(s) to inspect the LAN. The Partner shall provide all reasonable assistance to Easynet and/or its nominated third party in relation to such access and inspection. If Easynet considers, acting reasonably, that the LAN does not meet the LAN Technical Specifications and notifies the Partner accordingly, the Partner shall promptly carry out such action, at its own cost, so as to upgrade, modify or replace the LAN so as to meet such specifications and shall notify Easynet when the LAN has been so upgraded, modified or replaced. The Partner shall ensure that the LAN is suitably configured for the routing of outbound voice traffic and inbound voice traffic. If, notwithstanding the foregoing, Easynet considers the Partner LAN does not meet the LAN Technical Specifications, Easynet shall be entitled to: (i) provide the Hosted IP Telephony Services notwithstanding the defects with the LAN but the SLA set out below shall not apply and Easynet shall have no liability for any BMI MSA 20140901 v1.0 Page 3 of 11
(e) (f) (ii) (iii) non-performance or functionality issues in any way related to the failure of the LAN to meet the LAN Technical Specifications; or require the Partner to remedy the defects in accordance with section 3; or terminate this Agreement in which case the Partner shall reimburse Easynet for any third party costs and expenses incurred by Easynet or to which it is committed at the point of termination in relation to the provision of the Service together with an administrative charge of 10% (exclusive of VAT) thereon. The Partner agrees and acknowledges that Easynet does not provide LAN integration as part of the Service, the Service is delivered by means of the Partner facing port(s) on the router provided by Easynet as part of the Data Services. The Partner shall ensure that its LAN is capable of integration with the Service (including, without limitation, comprising any hardware, software and/or cabling required for such integration). The Service does not, other than as expressly set out in section 3 above and in the LAN Technical Specifications, include the provision of advice on LAN integration, configuration or specification. 4. Hosted IP Telephony Services (e) (f) The Partner shall be responsible for the provision, installation, configuration and maintenance of a LAN in each case of a specification and configuration (including makes and models where appropriate) which at least meets the LAN Technical Specifications. Easynet shall provide the Partner with a list of compatible LAN specifications/configurations. Easynet shall facilitate the IP Network and voice technology to provide inbound and outbound voice calls to the Partner in accordance with this Schedule. The Equipment to be provided as part of the Service (which shall include IP phones (as set out on the End User Order), analogue terminal adaptors and ancillary equipment such as headsets (for the avoidance of doubt, the router shall be provided as part of the Data Services)) shall be located at the Partner Site(s) and the Partner shall provide at its own cost the power required to operate such equipment and a secure and appropriate environment to host such equipment. Easynet shall not have any responsibility for, or liability in relation to, the LAN. Easynet shall make available directory information relating to the Partner to BT and other service providers for publication in directories and inclusion in directory enquiry services. If the Partner elects for its number to be treated as 'ex-directory', Easynet shall notify BT of its election although the Partner acknowledges that this would not prevent prior disclosures or publications of such directory information. Where the Service is being provided using a MAXStream Circuit, Easynet shall support up to seventy percent (70%) of the Maximum Stable Rate in the up and down direction on the QoS enabled MAXStream Circuit (the Sustainable Line Rate ). When the Partner site is installed with IP Phones only, the maximum allowed speed is 600 kb/s providing bandwidth for ten (10) voice channels, each voice channel and associated signalling requires and 58 kb/s of bandwidth. 5. Access To Emergency Services (Calls To 999/112 Etc.) The Partner acknowledges that: the Service will not function in the event of a power failure and that such failure will prevent any calls being made, including those to any emergency services; BMI MSA 20140901 v1.0 Page 4 of 11
Calls to emergency services will only convey the location of the caller when the caller calls from a Partner Site using an IP Phone; the ability of emergency organisations and emergency call centres to identify the location of a caller from a Partner Site depends (in the event that a caller in unable to convey the information orally) on the accuracy of the address and postcode of the Partner Site provided by the Partner to Easynet and by Easynet to the emergency centre database; and calls to emergency services made via the Soft Client Application will not convey the location of the caller. The Partner agrees to communicate the information contained within this section 5 clearly to all of its users of the Service and to instruct users not to make calls to emergency services using the Soft Client Application unless they have no alternative. Any user who is using an IP Phone but who is not working at their normal place of work (for example, is working at a different Partner Site) should also be similarly instructed by the Partner. 6. Numbers As specified in the End User Order, Easynet shall either allocate the Numbers to the Partner or facilitate the porting of the Partner s numbers to Easynet. Any Numbers allocated to the Partner may only be used in connection with the Service. The Partner agrees that the Numbers are allocated to (and held by) Easynet by OFCOM, and shall comply with all reasonable instructions issued by Easynet in relation to their use. The Partner acknowledges that some number ranges may not be supported by Easynet and may not be used in connection with the Service. The Partner's ability to port numbers supported by Easynet is subject to the availability of a porting agreement between Easynet and previous or current number range holder for the transfer of such numbers. The porting of any Partner numbers to Easynet is subject to additional Charges as set out in the End User Order. 7. Charges And Billing The Partner shall be liable for and Easynet may invoice Partner for the Charges in respect of the Service as of the (respective) Service Commencement Date. Notwithstanding the foregoing, the per handset IP phone rental Charges shall become due and payable from delivery of such handsets to the relevant Partner Site. Charges due in respect of calls made via the Services shall be calculated in accordance with the IP voice tariff signed and/or submitted to the Partner as part of this Agreement (the IP Voice Usage Plan ), such charges to be Usage Charges. The Partner shall be liable for all Usage Charges howsoever incurred and acknowledges that Usage Charges are payable for calls by users to other Easynet subscribers. Usage Charges shall be shown on the relevant invoice on an itemised basis. The IP Voice Usage Plan shall be deemed part of this Schedule for the purposes of interpretation of Agreement under the GTC. 8. Partner Obligations The Partner shall be solely responsible for: maintaining adequate voice communications services from its existing service provider at each Partner Site until the Service Commencement Date has been achieved in relation to such site; the provision and maintenance of the LAN system to the LAN Technical Specifications BMI MSA 20140901 v1.0 Page 5 of 11
(e) (f) (g) (h) (including, without limitation, error handling, changing cards and routing configuration); maintaining the security of the LAN system (including, without limitation, maintaining a suitable firewall system) and ensuring that the LAN meets the technical compatibility requirements notified by Easynet from time to time; the integration and configuration of the LAN system with the Service (including, without limitation, the connection of the LAN to the IP Network); the provision of appropriate technical expertise, knowledge and resources (including any required cabling) sufficient to integrate and configure its LAN systems, applications and interfaces with the Service; the Partner being responsible for such integration and configuration; notifying Easynet of the number of Call Channels required by the Partner as of the Service Commencement Date at each Partner Site and notifying Easynet of any changes required to the number of Call Channels in accordance with section 13(f) of this Product Terms, subject in both cases to the maximum number of Call Channels set out in the End User Order; appointing a designated individual to have day to day management of all issues relating to the Services, including error reporting and tracking, SLA and billing issues (the Designated Support Contact ); and the Partner 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 Partner shall remain wholly responsible), its logins, passwords and other confidential information relating to its use of the Services (the Access Information ). The Partner 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. Easynet shall have no liability for any action that it may take in response to the provision of correct Access Information. 9. Easynet Obligations Easynet shall use reasonable endeavours to: implement any agreed configuration required to the Service by the Service Commencement Date provided that the Partner accurately completes and returns the Technical Capture Form sent shortly after completion of the End User Order and promptly supplies any such technical data to Easynet s technical support team upon request (and in any event within 10 days of such request). Any subsequent configuration changes required by the Partner should be submitted as a Change Request (as defined in section 13) in accordance with section 13 or through a new Order Form if the change required results in a change to the Charges for the Service (e.g. increasing bandwidth into a site requires a new order); monitor the provision of the Service; and provide the Partner's Designated Support Contact with user IDs and passwords to access the Easynet voice portal to access the Management Reports and the voicemail application. 10. IP Phones The Partner shall only use IP Phones provided by or on behalf of Easynet, or such other IP Phones approved by Easynet in writing as suitable for use with the Service. The Partner shall keep such number of spare IP Phones as reasonably requested by Easynet. BMI MSA 20140901 v1.0 Page 6 of 11
11. Maintenance Easynet reserves the right to perform any routine or scheduled maintenance which may limit or suspend the availability of the Service and shall use reasonable endeavours to provide prior notice of any such maintenance. Easynet further reserves the right to perform emergency maintenance which may limit or suspend availability of the Service and shall use reasonable endeavours to provide prior notice to the Partner provided that, where Easynet is unable to provide prior notice, it shall provide such notice as soon as reasonably practicable after the commencement of such maintenance. Any suspension of Service availability pursuant to this section shall not be deemed to be a breach by Easynet of any of its obligations under this Agreement. Easynet shall use reasonable endeavours to ensure that maintenance is carried out with minimum disruption to the Partner. 12. Service Levels ( Sla ) Critical Fault This SLA is in addition to the service levels provided in respect of the Data Services pursuant to the Data Services agreement. Subject to the terms and conditions of this section 12, Easynet shall provide the Partner with the SLA in relation to the Service. In providing support for the Service, Easynet will only deal with the Partner s Designated Support Contact and will not provide support directly to users. Service Availability The target availability for the Easynet CS2K is 99.999% (excluding maintenance windows). The service is considered available if the systems are capable of connecting an inbound and outbound call. In the event that there is a Critical fault and our service level falls below this availability figure for a continuous period of 60 minutes or more, the customer may request a service credit of 10% of the monthly licence fee for each affected user or line for each hour of service that does not meet this service level. The rebate is capped at 50% of the monthly service fee. Definition: means the condition that exists when the customer is unable to make and receive calls. Characterized by complete hosted service failure and requires immediate resolution or correction. A critical defect is characterised by either: Total service outage; The service is severely affected such that the customer is unable to make either extension to extension calls or extension to PSTN calls or receive calls. Interruption to service as a result of the following causes will not be included in calculating service availability for the Hosted IP Telephony Service: Outages resulting from customer operating error Power failures and other environmental factors outside of Easynet or its suppliers control Any scheduled down-time i.e. planned outages or customer requested downtime BMI MSA 20140901 v1.0 Page 7 of 11
Failure or faults due to customer s LAN or WAN, cabling or environment Partial failures of the application e.g. a particular problem with single extensions or a problem such that the majority of extensions are able to continue processing calls as normal. A Force Majeure event Service misuse contrary to the terms of this agreement Any fault that is not reported to Easynet Any reported period of non availability where Easynet can find no fault. (e) Service restore time The target service restore time for the Hosted IP telephony service is as follows: Service affecting faults (Critical Fault): 6 Hours (f) Change Requests Each Change Request will be processed as follows: Task Response to Change Request Validation of Change Request Implementation of Change Request Action Within 2 working hours of receipt of the Change Request, to acknowledge receipt Within 1 Business Day from the time Easynet responded to the Partner, to acknowledge and log that Change Request for validation As agreed with the Partner (i) (ii) Validation of the Change Request shall mean notifying the Partner that Easynet either: agrees with that Change Request (which is then a successfully validated Change Request); or does not agree with the Change Request and advising the Partner of the potential risks relating to that Change Request of which Easynet is aware (which is then a queried Change Request ). For any queried Change Request, Easynet shall not proceed with implementation of such Change Request unless: (aa) (bb) The Change Request is practicable in Easynet opinion; and the Partner, after receipt of notice from Easynet of the potential risks associated with that Change Request, affirms in writing to Easynet to implement the Change Request, in which case Easynet shall agree timescales for implementation with the Partner. Easynet shall have no liability to the Partner, any User or otherwise in respect of any implemented queried Change Request, any related Services or the effect of implementation of such queried Change Request on the Services or other services provided by Easynet. In the event of a queried Change Request, the Partner may engage Easynet to provide consultancy services in relation thereto, in which case Easynet and the Partner shall agree the scope of such consultancy, which shall be subject to additional charges determined on a time and materials basis. BMI MSA 20140901 v1.0 Page 8 of 11
(g) (h) (iii) (iv) Response Time Any Change Requests that need to be implemented at a scheduled time (outside of working hours) require prior agreement of Easynet and may incur an additional charge. For the purposes of this Product Terms, a working hour shall mean an hour between 9am and 5pm on a Business Day. Easynet aims to respond to the Partner within 30 minutes from receipt of notification from the Partner that the Services are unavailable. Easynet will contact the Designated Support Contact pursuant to an agreed upon method, provided that the Partner provides Easynet with a valid pager number, fax number and/or e-mail address. The Partner is solely responsible for providing accurate and up to date contact information for the Designated Support Contact. Any changes to the Service which the Partner wishes to implement as a result of any security incident must be processed in accordance with section 12. This contact method shall be used only for SLA issues, all other notifications shall be made in accordance with notice provisions of the GTC. Credits, Procedure and Limitations The provisions of this SLA, including the applicability of Service credits contemplated above, are subject to the following conditions and limitations: (i) (ii) In no event shall the aggregate monetary amount of service credits accrued in respect of any calendar month exceed 50% of the Charges due for the Service in respect of that calendar month (excluding any variable charges); Easynet shall not be liable (by way of service credits or otherwise) for failures to meet any part of this SLA that: (aa) (bb) (cc) (dd) (ee) (ff) (gg) 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 the Agreement or during any period of suspension in accordance with the Agreement; are due to a failure of power or equipment provided by the Partner (including the LAN) or others, including any provider of a Tail Circuit to Easynet for, by or on behalf of the Partner (in which case, Easynet shall use reasonable endeavours to co-ordinate with such provider to cure the failure as quickly as possible); occur during any period in which Easynet is not given access to the Partner Site(s); occur due to an event that falls within the force majeure provisions of the GTC; occur in relation to any home or mobile users; are due to scheduled maintenance and repair carried out in accordance with section 11; are due to implementation of a queried Change Request; BMI MSA 20140901 v1.0 Page 9 of 11
(hh) faults or delays in providing the Service, which have been reported by the Partner, but have not been verified by Easynet or which are not capable of verification. BMI MSA 20140901 v1.0 Page 10 of 11
ANNEX LAN TECHNICAL SPECIFICATIONS The Partner s LAN must be configured to support the IEE 802.1p standards for traffic prioritization. The Partner s LAN should support 802.1q trunking. 802.1p provides Quality of Service suitable for prioritising voice RTP (Real Time Protocol) and voice signalling over other forms of data; The Partner s router must be capable of supporting the RFC (Request For Comments) 2474 Differentiating Services (DiffServ); Where: The network performance criteria of the LAN is: o o Packet Latency of not more than 50 ms between end-points Packet Jitter if not more than 20 ms o Packet Loss of less than 0.2% o The speed of the LAN to the Partner s desktop computers should be no more than 100 mb/s. For these purposes, Packet Latency shall be defined as the interval time of a voice packet sent from the originating LAN port to be delivered to the terminating LAN port. For these purposes, Jitter shall be defined as the variation in the time between packets arriving caused by timing drift or route changes. For these purposes, Packet Loss shall be defined as: 100 - (Number of IP packets delivered x 100) Number of packets sent for delivery The Partner must ensure that the LAN equipment is capable of supplying inline power to the phones or for ensuring spare power sockets are available for all IP Phone locations; and The Partner s LAN switches must be capable of supporting multiple VLANs. BMI MSA 20140901 v1.0 Page 11 of 11