Test Agreement Test Description: FTTC Customer Trial

Transcription

1 Test Agreement Test Description: FTTC Customer Trial This Agreement is a Standard Form of Access Agreement for the purposes of Part XIC of the Competition and Consumer Act 2010 (Cth) where one is required for NBN Co to supply a Test Product.

2 Test Agreement Test Description: FTTC Customer Trial Version Description Effective Date Copyright 1.0 Issued on [xx] October 2017 Execution Date This document is subject to copyright and must not be used except as permitted below or under the Copyright Act 1968 (Cth). You must not reproduce or publish this document in whole or in part for commercial gain without the prior written consent of nbn. You may reproduce and publish this document in whole or in part for educational or non-commercial purposes as approved by nbn in writing. Copyright 2017 nbn Limited. All rights reserved. Not for general distribution. Disclaimer This document is provided for information purposes only. The recipient must not use this document other than with the consent of nbn and must make their own inquiries as to the currency, accuracy and completeness of this document and the information contained in it. The contents of this document should not be relied upon as representing nbn s final position on the subject matter of this document, except where stated otherwise. Any requirements of nbn or views expressed by nbn in this document may change as a consequence of nbn finalising formal technical specifications, or legislative and regulatory developments. Environment nbn asks that you consider the environment before printing this document. 2

3 Contents Parties 4 Background 4 1. Interpretation and Definitions Interpretation Definitions 5 2. Participation in the Trial 7 3. FTTC Trial Product 8 4. nbn s Obligations Documentation Supply of FTTC Trial Product Installation Performance Issues Charges 9 5. Test Participant s Obligations General obligations FTTC Trial Installation Consents Consent to replacement of existing services with FTTC Trial Products Trial End Users Trial Premises Ordering Trial End User Equipment Trial Contact Feedback Other Obligations FTTC Trial Product performance Term, termination and withdrawal Test activities Supply of the FTTC Trial Product Cancellations by Test Participant Obligations regarding termination of supply Trial Premises 13 3

4 Test Agreement Test Description: nbn TM FTTC Customer Trial Parties nbn Co Limited (ABN ) of Level 11, 100 Arthur Street, North Sydney NSW 2060 (nbn); [Insert full legal name of Test Participant] (ABN [insert ABN]) of [insert registered address of Test Participant] (Test Participant) Background A. nbn and Test Participant have entered into the Standard Test Terms. B. This Test Description, together with the Standard Test Terms, forms the Agreement for the FTTC Customer Trial. C. The purpose of the FTTC Customer Trial is for nbn and Test Participant to test nbn s delivery of the FTTC Trial Product to Trial Premises through the use of fibre to the curb network technology, which will assist nbn to develop a FTTC Commercial Product. D. The FTTC Customer Trial will involve the provision of active feedback by the Test Participant and Trial End Users to nbn about the performance of the FTTC Trial Product, including any unintended effects from the supply of the FTTC Trial Product. E. nbn intends to perform Test activities relating to the FTTC Trial Product in respect of a limited number of locations, unless varied by nbn or terminated early by nbn in accordance with this Agreement. F. nbn may continue offering the FTTC Trial Product for supply after the Test activities are completed in accordance with this Agreement. 1. Interpretation and Definitions 1.1 Interpretation Any capitalised term used but not defined in this Agreement or a Supporting Document has the meaning given to that term in the Dictionary of the WBA and, as the context requires: a reference in the Dictionary of the WBA to: (iv) (v) "End User will be read as a reference to the Trial End User ; "End User Equipment" will be read as a reference to "Trial End User Equipment" "NBN Co" will be read as a reference to "nbn"; "NBN Co Network" will be read to include a reference to the "FTTC Trial Network"; "Premises" will be read as a reference to a "Trial Premises" 4

5 (vi) (vii) (viii) "Product" will be read as a reference to the "FTTC Trial Product"; "Product Technical Specification for the NBN Co Ethernet Bitstream Service" will be read as a reference to the "Product Technical Specification for the FTTC Trial Product; and "Product Description for the NBN Co Ethernet Bitstream Service" will be read as a reference to the " Product Description for the FTTC Trial Product"; and in this Agreement or a Supporting Document, the term: (iv) (v) "nbn Ethernet" has the meaning given to the term "NBN Co Ethernet Bitstream Service" in the Dictionary of the WBA; "nbn Equipment" has the meaning given to the term "NBN Co Equipment" in the Dictionary of the WBA; "nbn Copper Network" has the meaning given to the term "NBN Co Copper Network" in the Dictionary of the WBA; "nbn Network" has the meaning given to the term "NBN Co Network" in the Dictionary of the WBA; and "nbn Network Boundaries" has the meaning given to the term "NBN Co Network Boundaries" in the Dictionary of the WBA. 1.2 Definitions In this Test Description and in each Supporting Document: Contracted Trial End User means a Trial End User acquiring the Customer Product or Downstream Customer Product under a contract with Test Participant, a Downstream Service Provider or another Contracted Trial End User (as the case may be). Downstream Service Provider means any Carrier, Carriage Service Provider or Content Service Provider acquiring a wholesale Customer Product or wholesale Downstream Product. Downstream Service Provider Equipment means any equipment that is used by any Downstream Service Provider in connection with the nbn TM Network or any Customer Product or Downstream Product. Eligible Premises List has the meaning given in clause 15. FTTC BRT Product means nbn's ethernet bitstream service supplied by means of a test version of the FTTC Network for the purposes of nbn s business readiness programme. FTTC Commercial Product means nbn's ethernet bitstream service supplied by means of the FTTC Network. FTTC Customer Trial means the supply by nbn to Test Participant of the FTTC Trial Product on a trial basis for the term determined in accordance with this Agreement together with the performance of the obligations set out in this Agreement in relation to such supply. FTTC Network means the fibre to the curb network, comprising fibre and copper or aluminium lines (excluding coaxial cable) between the nbn Network Boundaries, that is owned or controlled by, or operated by or on behalf of nbn (or any Related Body Corporate of nbn) including the nbn DPU and nbn Copper Pairs but not including any Common MDU Site Equipment, Pre-existing Carrier Side MDFs or Customer Side MDFs. FTTC Trial Ancillary Documents means: the Product Description for the FTTC Trial Product; and the Product Technical Specification for the FTTC Trial Product. 5

6 FTTC Trial Installation Activity means each of the following activities: for the purposes of the FTTC Customer Trial, disconnecting and discontinuing the supply of: any Voiceband Service supplied to the Trial Premises; or any product or service supplied to the Trial Premises (including a Non-Voiceband Service) using a Line forming part of the Other Copper Network or nbn Copper Network; (d) (e) performing any activities reasonably incidental to the activities described in paragraph above; and use and disclosure of the personal information of the Trial End User for any of the above purposes. FTTC Trial Installation Consent means consent for an FTTC Trial Installer to carry out any relevant FTTC Trial Installation Activities. FTTC Trial Installer means nbn, the Test Participant or their respective Personnel. FTTC Trial Network means the fibre to the curb network, comprising fibre and copper or aluminium lines (excluding coaxial cable) between the nbn Network Boundaries, that is owned or controlled by, or operated by or on behalf of nbn (or any Related Body Corporate of nbn) including the nbn DPU and nbn Copper Pairs but not including any Common MDU Site Equipment, Pre-existing Carrier Side MDFs or Customer Side MDFs for the purposes of the FTTC Customer Trial. FTTC Trial Product has the meaning set out in clause 3 and is described in further detail in the FTTC Trial Ancillary Documents. nbn Copper Pair means, in respect of a Trial Premises, a copper or aluminium Line which, once all necessary Jumpering has been completed, connects the nbn DPU to: where the Trial Premises is not at an MDU Site: the Passive NTD if present; or the Telecommunications Outlet if no Passive NTD is present, and includes the Copper Connecting Cable; or where the Trial Premises is at an MDU Site, the Customer Side MDF, and includes the Jumper Cable. nbn DPU means a piece of network equipment used by nbn for the purposes of supplying the FTTC Trial Product that: utilises the nbn Copper Network to supply that service; is dedicated to the supply of FTTC Trial Product to those Trial Premises served by that nbn DPU or the relevant nbn DPUs (as applicable); and is dependent on power supplied from the Trial Premises and then through the nbn Copper Network. nbn RPU means the device that is: (d) supplied by nbn; located in the Trial Premises; connects to the Telecommunications Outlet and Trial End User Equipment; and is used to power the nbn DPU via the Lead-in Cable. 6

7 Product Description for the FTTC Trial Product means the product description supplied by nbn to Test Participant for the purpose of the FTTC Customer Trial. Product Technical Specification for the FTTC Trial Product means the product technical specification supplied by nbn to Test Participant for the purpose of the FTTC Customer Trial. Supporting Document has the meaning given in clause 4.1. Test AVC means the AVC product component described in the FTTC Trial Ancillary Documents. Test CVC means the CVC product component described in the FTTC Trial Ancillary Documents. Test Description means this document, which is issued by nbn under the Standard Test Terms. Test Description Expiry Date means 15 December Test UNI means the UNI product component described in the FTTC Trial Ancillary Documents. Trial Contact means each person appointed by nbn and Test Participant as: their single central contact point regarding the FTTC Customer Trial; and any additional people appointed as contact points in relation to specific matters regarding the FTTC Customer Trial (such as operational or technical issues). Trial End User means a person who is the ultimate recipient or user of a FTTC Trial Product. Trial End User Equipment means any equipment used by a Trial End User in connection with the FTTC Trial Network, including residential gateways, routers, personal computers and any other equipment as may be described in the FTTC Trial Ancillary Documents. Trial Product Handbook means the interactions handbook supplied by nbn to Test Participant for the purpose of the FTTC Customer Trial. Trial Premises means a Premises to which nbn agrees to supply the FTTC Trial Product in accordance with this Agreement. VDSL2 Equipment means any Customer Equipment, Downstream Service Provider Equipment or End User Equipment that receives VDSL2 services or operates on a VDSL2 system and is used in respect of an FTTC Trial Product. 2. Participation in the Trial To participate in the FTTC Customer Trial, and before nbn supplies the FTTC Trial Product to the Test Participant, the Test Participant must, by 1 September 2017 or a later date at the discretion of nbn: (iv) (v) be a Carrier or Carriage Service Provider that has an existing fixed line service to at least one premises on the Eligible Premises List; be a party to a WBA; have completed the on-boarding activities for the Sandpit, Facilities Access Service and nbn Ethernet under the WBA; have provided an executed Access Seeker Undertaking in connection with the Facilities Access Service; have entered into the Standard Test Terms; 7

8 (vi) (vii) have undertaken on-boarding and certification activities (including workshops) and provided an acknowledgement regarding existing third party wholesale telecommunications services arrangements, as nbn prescribes for the FTTC Trial Product; and have an existing NNI associated with the CSA in which the Trial Premises is located, supplied to Test Participant under the WBA. If a Test Participant ceases to comply with the conditions in clause 2 at any time during the FTTC Customer Trial, nbn may immediately terminate the Test Participant s participation in the FTTC Customer Trial. 3. FTTC Trial Product The FTTC Trial Product is an Ethernet-based, Layer 2 virtual connection on the FTTC Trial Network that carries traffic between: a Test UNI at the Trial Premises; and the NNI associated with the CSA in which the Trial Premises is located, and for the purposes of enabling the Test Participant to test the supply of a Carriage Service or Content Service to Trial End Users at Trial Premises. The FTTC Trial Product comprises at least the following four product components: NNI; Test CVC; Test AVC; and (iv) Test UNI. 4. nbn s Obligations 4.1 Documentation Before the start of the FTTC Customer Trial, nbn will provide to the Test Participant: the FTTC Trial Ancillary Documents; a Trial Product Handbook; and a Test Plan for the conduct of the FTTC Customer Trial, (each a Supporting Document). (d) nbn may amend or replace any Supporting Document throughout the FTTC Customer Trial, including to reflect learnings from the performance of the FTTC Customer Trial. nbn will use reasonable endeavours to provide Test Participant as much notice as practicable of such amendment or replacement. A capitalised term used but not defined in a Supporting Document has the meaning given to that term in this Test Description. nbn may, without limiting clause 14.1, amend or replace this Test Description by giving 5 Business Days' notice to Customer. 8

9 4.2 Supply of FTTC Trial Product Subject to this Agreement nbn will supply: Test CVCs, Test AVCs and Test UNIs to Test Participant under this Agreement; and Facilities Access Service and NNIs under this Agreement, on the same terms as they are supplied under the WBA except as set out in Clause 3 and clause 13, for use by Test Participant with Test CVCs, Test AVCs and Test UNIs. 4.3 Installation nbn (or its Personnel) will install or deliver the nbn TM RPU corresponding to the relevant Trial Premises to facilitate the supply of the FTTC Trial Product. 4.4 Performance Issues nbn and Test Participant will assist and collaborate in the investigation and resolution of any fault or performance issues with the FTTC Trial Product to the extent described in the Trial Product Handbook. 4.5 Charges nbn will not charge Test Participant for: the product components described in clause 4.2 or any activity described in clause 4.4; and any product components described in clause 4.2 in addition to any associated charge under the WBA where that product component is being supplied under the WBA. nbn will not provide rebates for pro-rated NNI use or for new NNIs used by Test Participant in the FTTC Customer Trial. Test Participant must pay, under the WBA, the charges for the NNI used by the Test Participant in the FTTC Customer Trial. nbn will not provide a rebate to the Test Participant for the delivery or installation or other related activities involving the nbn RPU. 5. Test Participant s Obligations 5.1 General obligations Test Participant will acquire and use product components supplied pursuant to clause 4.2 to supply FTTC Trial Products to Trial End Users at Trial Premises in accordance with this Agreement. Throughout the FTTC Customer Trial, Test Participant will (in accordance with the Trial Product Handbook and Test Plan where applicable) meet the obligations set out in this clause FTTC Trial Installation Consents Prior to ordering FTTC Trial Product in respect of an nbn Copper Pair used to serve a Trial Premises, the Test Participant must ensure that an FTTC Trial Installation Consent has been obtained from the Contracted Trial End User on behalf of all Authorised Account Holders in respect of each affected existing Voiceband Service and Non-Voiceband Service being supplied over that nbn Copper Pair. Test Participant is not required to obtain such FTTC Trial Installation Consent where there is no affected existing Voiceband Service or Non-Voiceband Service being supplied over that nbn Copper Pair. Test Participant must notify nbn immediately if any FTTC Trial Installation Consent is withdrawn at any time. 9

10 Test Participant must, on request by nbn, provide a copy of any FTTC Trial Installation Consent to nbn. 5.3 Consent to replacement of existing services with FTTC Trial Products Where Test Participant orders FTTC Trial Product in respect of an nbn Copper Pair used to serve a Trial Premises, and Test Participant is the supplier of any affected existing Voiceband Service or Non- Voiceband Service over that nbn Copper Pair: Test Participant irrevocably consents to an FTTC Trial Installer carrying out any FTTC Trial Installation Activity in respect of that service; and must inform nbn if there is a priority assistance service provided on the same Line over which the FTTC Trial Product is to be supplied. Test Participant must obtain all valid consents and approvals from each Downstream Service Provider or End User as may be required to comply with clause Trial End Users The Test Participant will use its reasonable endeavours to procure the participation of Trial End Users in the FTTC Customer Trial, in the numbers, locations and for the periods set out in the Test Plan. It is recommended Trial End Users with safety critical services, Priority Assistance or vulnerable customers do not participate in this trial. 7. Trial Premises The Test Participant will provide, or procure access for nbn to Trial Premises in accordance with clause 7 of the Standard Test Terms. 8. Ordering The Test Participant will order Test AVCs and Test UNIs in the quantities and with the features set out in the Test Plan. 9. Trial End User Equipment The Test Participant will supply to Trial End Users the Trial End User Equipment needed to support the FTTC Trial Product, including as described in the FTTC Trial Ancillary Documents. 10. Trial Contact At nbn s request, the Test Participant must make relevant Trial Contacts available for the purpose of co-ordination of, and to process issues (if any) arising from, the FTTC Customer Trial. nbn and Test Participant will provide telephone and contact details of their Trial Contacts to each other on commencement of the FTTC Customer Trial, and maintain and provide updates to these contact details for the duration of the Test Description. 10

11 11. Feedback The Test Participant must provide information and feedback to nbn regarding the FTTC Trial Product and FTTC Customer Trial processes by: providing information directly to nbn as requested by nbn; assisting nbn to directly obtain feedback regarding the FTTC Trial Product and FTTC Customer Trial processes from Trial End Users when requested by nbn; providing nbn a reasonable opportunity to comment on any proposed communications from Test Participant to Trial End Users or third parties regarding the FTTC Customer Trial; and (d) immediately notifying nbn if Test Participant becomes aware of any actual or likely unexpected or unintended impact of the FTTC Customer Trial, including to any person not actively participating in the FTTC Customer Trial. 12. Other Obligations Test Participant agrees that: clause 11.6 of the Standard Test Terms applies in relation to customers of the Test Participant whether or not they are Trial End Users receiving a Downstream Product to which the FTTC Trial Product is an input; and the Eligible Premises List is: (A) (B) (C) Confidential Information of nbn for the purposes of clause 9 of the Standard Test Terms that must be keep confidential and not disclosed to any person or third party without the prior written consent of nbn; subject to change by nbn and may not necessarily be an accurate representation of the footprint of the FTTC Customer Trial area at the time provided; and provided by nbn for the purpose of identifying candidate Trial Premises in accordance with clause 15 and must not be used for any other purpose, including for the avoidance of doubt, to market products to end users who are not existing End Users of the Test Participant as at 1 September Please note that the FTTC Trial Product will only be activated to Trial Premises with existing lead-ins containing an nbn Copper Pair that may be used to supply the FTTC Trial Product. If at the time of installation, it is deemed by nbn (in its discretion) that: the nbn Copper Pair is not available; or the information on the Eligible Premises List is inaccurate, nbn reserves the right to not proceed with the install or supply of the FTTC Trial Product at the Trial Premises. 13. FTTC Trial Product performance Test Participant acknowledges that the FTTC Trial Network has been designed to supply the FTTC Trial Product. nbn cannot and does not guarantee supply or performance of the FTTC Trial Product. 11

12 Test Participant acknowledges and agrees that no service level, rebate or compensation is available or applicable to any aspect or component of the supply of the FTTC Trial Product (including with respect to product components supplied under the same terms as under the WBA, in which case the supply of the product component will, to the extent it is used for the purposes of the FTTC Customer Trial, be exempt from any service levels, rebates, compensation or other amounts, and from any obligations on nbn to take any action for any failure to achieve any service level that may otherwise apply). Notwithstanding clause 2(e) of the Standard Test Terms, the Test Participant is permitted to supply a standard telephone service for the purposes of the TCPSS Act using the FTTC Trial Product. If the Test Participant does supply a standard telephone service using the FTTC Trial Product: no CSG Compensation is payable by nbn under or in connection with this Agreement; Test Participant waives any right which it may have to recover any amount from nbn pursuant to section 118A of the TCPSS Act in connection with any FTTC Trial Product or its supply (or non-supply); and Test Participant must not use the FTTC Trial Product as an input for a Downstream Product that is a Priority Service. 14. Term, termination and withdrawal 14.1 Test activities Subject to the remainder of this clause 14, the FTTC Customer Trial Test activities will: begin on or around 13 September 2017; and cease on the Test Description Expiry Date. (d) nbn may, by giving Test Participant 5 Business Days notice, amend either or both of the dates on which Test activities begin and cease and may amend the Test Description Expiry Date. nbn may terminate Test activities before the date on which Test activities are scheduled to cease in accordance with the Standard Test Terms. This Test Description will expire on the Test Description Expiry Date. All Tests and Test activities under this Test Description terminate on the Test Description Expiry Date, unless cancelled or terminated earlier in accordance with this Test Description Supply of the FTTC Trial Product Subject to clause 14.1(d), nbn may begin to supply the FTTC Trial Product before it begins Test activities and may continue to supply the FTTC Trial Product after it ceases performing Test activities. nbn may terminate the supply of the FTTC Trial Product at a particular Trial Premises by issuing a Cancellation Notice in accordance with the Standard Test Terms Cancellations by Test Participant Subject to clauses 14.3 and 14.3, Test Participant may cancel the supply of the FTTC Trial Product to a particular Trial Premises by giving nbn at least 5 Business Days notice. If Test Participant cancels the supply of the FTTC Trial Product to a Trial Premises under clause 14.3, Test Participant will: inform nbn of the reason for the cancellation; and 12

13 assist nbn to ensure the cancellation does not affect the parties overall performance of the Test Plan (including by using reasonable endeavours to procure the participation of substitute Trial End Users if requested by nbn). If the Test Participant intends to cancel supply of the FTTC Trial Product in respect of a Trial Premises because its supply is resulting in an adverse impact on Test Participant s network or services: Test Participant will immediately notify nbn; nbn will take reasonable steps to investigate and attempt to resolve the issue; and Test Participant will provide nbn with all reasonably requested assistance in its investigation and resolution activities, and if the issue is not resolved within 5 Business Days after nbn receives the Test Participant s notice, nbn will promptly terminate the supply of the FTTC Trial Product in respect of the Trial Premises at the written request of the Test Participant Obligations regarding termination of supply The Test Participant acknowledges and agrees that there will not be either a FTTC BRT Product or an FTTC Commercial Product available for supply at Trial Premises prior to the termination of supply of FTTC Trial Products at Trial Premises. Test Participant must notify each Trial End User that there may be an extended period after termination of supply of FTTC Trial Product before any products are available for supply over the nbn network at the Trial Premises. nbn is not obliged to supply the Test CVCs, Test AVCs or Test UNIs after termination of this Test Description or cancellation of the FTTC Customer Trial in accordance with this clause Trial Premises nbn will provide Test Participant with a list of eligible Trial Premises (Eligible Premises List). Once the FTTC Trial Product is activated, all other fixed copper line services on that same nbn Copper Pair at the Trial Premises will cease to function. The Test Participant must ensure it obtains the prior written consent of any Trial End User: to receiving the FTTC Trial Product at the Trial Premises for the purposes of the FTTC Customer Trial; and to the short-term cessation of any existing fixed copper line services to receive the FTTC Trial Product on that same nbn Copper Pair at the Trial Premises for the purposes of the FTTC Customer Trial. (d) (e) If the Trial End User does not have another fixed line service at the Trial Premises (whether on another copper pair or otherwise), the FTTC Trial Product would then become the primary fixed line form of communication at the Trial Premises. The Test Participant must only target a person for participation in the FTTC Customer Trial as a Trial End User if: the person is an existing customer of the Test Participant as at 1 September 2017; the Test Participant supplies fixed line public switched telephone network services or fixed line broadband services to the person as at 1 September 2017; the person s premises is on the Eligible Premises List; and 13

14 (iv) the Trial End User is not already participating in the FTTC Customer Trial through an Other nbn Customer. (f) No churn or transfer between nbn customers in relation to the FTTC Trial Products will be permitted. 14

15 Execution Executed as an agreement Signed for nbn Limited by its authorised representatives: Signature of authorised representative Signature of authorised representative Name of authorised representative Name of authorised representative Date of signature Date of signature Signed for [insert full legal name of Test Participant] by its authorised representatives: Signature of authorised representative Signature of authorised representative Name of authorised representative Name of authorised representative Date of signature Date of signature 15