ADDITIONAL TERMS FOR INTEROUTE CLOUD HOSTED UNIFIED COMMUNICATIONS SCHEDULE 2U

Transcription

1 ADDITIONAL TERMS FOR INTEROUTE CLOUD HOSTED UNIFIED COMMUNICATIONS SCHEDULE 2U

2 CONTENTS 1 Service Description Definitions Service Terms Licensing and Service Provider License Agreements (SPLA) Service Requirements Service Desk CHARGES Additional Charges Licensed Software Audit Service Level Agreement Service Levels Service Availability Licensed Software Management Limitations to Payment of Service Credits Incident Reporting and Management Incident Handling Incident Duration Planned Outages Data Processing... 7 Appendix 1 - Services Provider License Agreement (SPLA), End User Agreement requirements 8

3 1 SERVICE DESCRIPTION Interoute s Cloud Hosted Unified Communication Services (UCaaS) provide voice, video, instant message and presence communication amongst Customer offices and external locations. Hosted on Interoute s Virtual Data Centre Platform these are scalable, flexible, and resilient services with Microsoft certified SIP trunking and video room integration, all supported by Interoute s high capacity, low latency pan-european next generation network. A technical description (the Technical Description ) or a Statement of Work ( SOW ) as appropriate will be associated with each Order for UCaaS Services. The Technical Description or SOW will describe the parties responsibilities in deploying and supporting the Service in further detail. In cases of conflict, the terms of the Technical Description or SOW shall prevail over those in this Schedule 2U. 2 DEFINITIONS Additional Charges means the Charges payable in accordance with this Schedule 2U; Endpoints means the software instances or devices that are enabled by the Service to access UC Services; End User means the actual end user of the Service; Federation means a way to extend all of the communications capabilities of Microsoft Skype for Business using Internet Protocol based networking to other Skype for Business instances; Flat Rate Charge means the monthly Charges per End User and shall include any additional charges as per clause 4; Interoute One means Interoute s SIP Trunking service that provides access to PSTN for outbound calls as well as inbound access to any telephone numbers purchased and provided for users of the Service; Interoute Virtual Data Centre Platform consists of the components that support the creation of a virtual data centre environment (that is virtual machines, storage and connectivity) for the Customer. The Interoute Virtual Data Centre Platform includes the host switching, network, computing, storage, servers and hypervisors; Interoute s Skype for Business -to-video Platform means service that enables Skype for Business clients to connect to Interoute s Video Platform providing access to continuous presence virtual meeting rooms and the ability to meet other Skype for Business users or external non-skype for Business video endpoints in these rooms; Interoute s Video Platform means a cloud hosted platform that provides point-to-point and multi-point video conferencing for communication between both the Endpoints and external locations; Order means a Purchase Order or an order created through an Interoute website; UC Service or UCaaS or Service means Interoute s Cloud Hosted Unified Communication Service; Any other capitalised terms have the meaning set out in Schedule 1. 3 SERVICE TERMS The Service is a resilient (i.e. installed in two instances), dedicated per Customer UCaaS environment hosted on the Interoute Virtual Data Centre Platform including Interoute One and Federation to Interoute s Skype for Business-to-Video Platform. 3.1 Licensing and Service Provider License Agreements (SPLA)

4 Interoute has partnered with Microsoft as a service provider under the relevant Microsoft usage based SPLA programs to provide Licensed Software to the end customers. The Service integrates different service components and unless otherwise specified, the charges for Licensed Software shall be included within the Flat Rate Charge for the number of End Users set out in the Purchase Order. An increase in the number of End Users will result in increased Charges. Each End User license is a monthly rental of Licensed Software. Within thirty (30) days of the termination of the Service, the Customer shall remove all copies of the Licensed Software from Customer s or the End User s devices or otherwise render the Licensed Software permanently unusable and ensure that all copies of the Licensed Software are returned or destroyed. Where Interoute provides licensing under a SPLA, the license granted to the Customer is subject to the terms and conditions of the End User agreement requirements set out in the SPLA, the current version of which is attached as Appendix 1 hereto and to the End User Licence Agreement. The Customer acknowledges that downloading, installing or using the Licensed Software provided with the Service constitutes acceptance of the then current End User agreement requirements set out in the SPLA and the then current End User License Agreement. Any additional Licensed Software shall be defined in the Technical Design or SOW (as applicable). 3.2 Service Requirements a) The Customer shall ensure that all routers and local switches are configured, in accordance with Interoute s recommendation, for UC Service including video communication. Unless expressly stated otherwise in the Order, the Customer shall be responsible for establishing and maintaining a LAN, WAN connection, VPN or prioritized internet to the minimum agreed bandwidth according to Interoute s recommendation set out in the Technical Description or SOW (as applicable), between the Customer s network and Interoute Network. b) If requested by any third party Licensed Software provider, the Customer shall provide the third party Licensed Software provider with serial number(s) and enable the third party Licensed Software provider to perform an inventory review of the Customer s installed base and review serial numbers and other records (upon reasonable advance notice) to validate entitlement. If requested by the Customer, and for an additional Charge, Interoute shall demonstrate the Service to the Customer or alternatively hold training for end-users making them familiar with the Service and its functions as detailed in relevant Order. 3.3 Service Desk Interoute shall make available a service desk support for Service Availability and Licensed Software management issues 24 hours a day, 7 days a week, 365 days per year, in the English language. This service desk does not offer Microsoft or End User support. 4 CHARGES 4.1 Additional Charges Unless otherwise agreed between the Parties in writing, any Additional Charges will be charged according to the Professional Service Charges In addition to clause above, any additional work agreed outside of a Working Day, will incur Professional Service Charges. 4.2 Licensed Software Audit

5 Interoute will perform audits on Licensed Software used for Service by Customer and if audited usage exceeds that commercially agreed in the Order, Interoute reserves the right to increase the Charges for additional usage based on agreed Flat Rate Charges for the remainder of the Term. 5 SERVICE LEVEL AGREEMENT Interoute shall provide the Customer with Service Credits (where applicable), as set out below, for the failure to meet the Service Levels. Subject to the applicable Service Level, the Customer shall be eligible for a credit when the relevant Service fails to meet stated Service Levels. 5.1 Service Levels Service Levels are defined for the following Service performance measurements: a) Service Availability b) Licensed Software Management 5.2 Service Availability A Service is Available ( Availability has a corresponding meaning) when the Service is accessible by any Endpoint. The Service is Unavailable when the Service cannot be accessed by all Endpoints, including any Endpoints used by the Customer Contact Centre. The time for which the Service is Unavailable is measured from when such an issue has been reported and a trouble ticket ID has been registered with Interoute, until Interoute has corrected the problem and closed the related trouble ticket. Interoute is responsible for reporting to the Customer when the problem has been corrected. The following equation will be used to calculate Service Availability. References to minutes are to the number of minutes (rounded to nearest minute) in the applicable Monthly Review Period: (Total minutes per month Total minutes Unavailable per month) Total minutes per month x 100 a) Interoute shall use reasonable endeavours to ensure that the Services are available for 99.99% of the time. b) Where Service Availability falls below 99.99% during any Monthly Review Period, the Customer shall be entitled to Service Credits on the applicable combined Fixed Rate Charge and Flat Rate Charge for the relevant Service as follows: Service Availability during Monthly Review Period Service Credits as % of combined Fixed Rate Charge and Flat Rate Charges <99.99%-99.5% 2% 99.49%-98% 10% 97.99%-95.0% 30% <95% 50% 5.3 Licensed Software Management

6 5.3.1 Minor Updates Interoute shall be responsible for providing minor updates (being widely released and frequent software updates such as builds or patches) to the Licensed Software. The decision as to whether (or when) to implement a minor update will be undertaken entirely at Interoute s sole discretion Major Updates Major Updates typically indicate a major change in functionality in the program with new feature (such as Lync 2010 to Skype for Business 2013). Major Updates may be ordered by the Customer following the general availability of such Major Update. Following receipt of such Order Interoute will implement the Major Update as a second instance hosted in the Interoute Virtual Data Centre Platform within three (3) months of the date of the Order provided that Interoute reserves the right not to implement a Major Update if it becomes aware of any Service affecting issues from such Major Update. The Major Update will be run in parallel to existing service instance for an additional charge equivalent to the Fixed Rate Charge for the existing Service over the term of the update process (being a minimum period of one month). Once the Customer accepts the updated Service instance Interoute will cease the previous Service instance. 5.4 Limitations to Payment of Service Credits a) Exclusions of Service Credits are set out in clause 9.6 of Schedule 1. Furthermore, lack of Availability/Performance related to any of the below shall not be measured by the Availability/Performance model as set out in Clause 5.2 above: - The Customer not following the Interoute recommendation for network connectivity; - Errors in network connectivity; - Actions by a third party and its employees that are outside of Interoute s control. For example interruptions in power supply or similar; - Any default, act, omission or negligence by the Customer arising from the Customer s use of the Microsoft Active Directory database; - Any deletion of activity logs on the Microsoft Active Directory database by the Customer; - When Customer raises a ticket but on investigation by Interoute no lack of Availability was found; - Chosen delays in trouble shooting or repairs by the Customer; - If Customer asks for testing where errors cannot be found. b) In respect of any Monthly Review Period, the total amount of any Service Credit payable in relation to any Service Level breach shall not exceed 50% of the combined Fixed Rate Charge and Flat Rate Charge for the Services provided in the applicable Monthly Review Period. 6 INCIDENT REPORTING AND MANAGEMENT 6.1 Incident Handling Any suspected incidents should be reported to the Customer Contact Centre using the procedures detailed in the Service Handover Document, to be provided on the Ready for Service Date. When reporting an incident, the Customer must identify their unique Customer reference number and should identify the affected Service and provide details of the incident. The Customer will have access to all tickets via My Services.

7 6.2 Incident Duration All incidents will be recorded by Interoute and will be reconciled against the corresponding incident ticket raised by the Customer Contact Centre. The exact incident duration shall be calculated as the elapsed time between the incident being reported to the Customer Contact Centre and the time when the Service is restored. 6.3 Planned Outages Planned Outages may be required on the Interoute Network and the Interoute Virtual Data Centre Platform, including associated hardware and/or Licensed Software for scheduled network maintenance and upgrade activities. Save in the case of emergency, Interoute will affect such outages in accordance with the Operation and Maintenance clause in Schedule 1. 7 DATA PROCESSING The Customer acknowledges that Interoute is reliant on the Customer for direction as to the extent to which Interoute is entitled to use and process personal data. Consequently, Interoute will not be liable for any claim brought by an individual who is the subject of personal data arising from any action or omission by Interoute, to the extent that such action or omission resulted directly from the Customer's instructions.

8 APPENDIX 1 - SERVICES PROVIDER LICENSE AGREEMENT (SPLA), END USER AGREEMENT REQUIREMENTS Where Interoute provides for the use of Microsoft software (and any included documentation) for services within the Virtual Data Centre platform (the Services) you, as the End User, agree, by such usage, to the following terms and conditions - as required by the Microsoft Corporation: Removing, modifying or obscuring any copyright, trademark or other proprietary rights notices that are contained in or on the Microsoft software is prohibited. Reverse engineering, decompiling, or disassembling the Microsoft software is prohibited, except to the extent that such activity is expressly permitted by applicable law. Microsoft disclaims, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Services. Any technical support provided for the Microsoft software may be by arrangement between Interoute (and / or third parties) and the End User Microsoft or its suppliers do not automatically provide support for the Microsoft software. The Microsoft software is protected by copyright and other intellectual property rights laws and international treaties it is not permitted to access, run, install, maintain, distribute or otherwise use or interact with the Microsoft software outside of the Services. Upon request, Interoute is required to disclose the name and address of an End User consuming 1000 or more per month, solely in Microsoft software usage; notice of any such disclosures will be provided in advance. The Microsoft software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. It is prohibited to use the Microsoft software in any application or situation where the Microsoft software s failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ( High Risk Use ). Examples of High Risk Use include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of the Microsoft software for administrative purposes, to store configuration data, engineering and / or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These noncontrolling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. Use of the Microsoft software indemnifies and holds harmless Microsoft from any third-party claim arising out of the use of the Microsoft software in connection with any High Risk Use.