This Annex shall supplement the standard terms and conditions of Connectus Business Solutions Ltd (the “Terms”). In the event of an inconsistency between the Terms and this Annex, this Annex shall prevail.
1.1. In this Annex, the following terms shall have the following meanings:
Circuit: a leased line circuit whether for the provision of Internet Leased Line Services or Point to Point Leased Line Services.
Customer Provided Apparatus: any apparatus at the Sites (not being the Leased Line Services Equipment) provided and used by the Customer and/or an End User in order to use the Leased Line Services.
EFM: Ethernet in the First Mile i.e. using Ethernet protocols up to the Site.
EoFTTC: Ethernet over Fibre to the Cabinet utilising a hybrid of copper and fibre. A phone line is supplied as part of this circuit. EoFTTC is the name TalkTalk apply to this service.
GEA: the name BT Wholesale apply to the EoFTTC product. A phone line needs to be present in order to install this service.
Go Live Date: the date on which the Company notifies the Customer or any End User that the Leased Line Service or part thereof are ready for use or, if earlier, the date on which the Customer or any End User first makes use of the Leased Line Service of part thereof.
Installation Charges: the charges payable for installation of the Leased Line Services Equipment and for the commissioning and configuration of the Leased Line Services, as specified in the Order or as subsequently varied in accordance with the terms of this Contract.
Leased Line Charges: means the charges for the installation and use of Leased Line Services together with any charges for additional services and equipment due by the Customer to the Company in terms of this Contract.
Leased Line Incident: means a failure of the Service to operate in accordance with its published specification.
Leased Line Incident Report: notification of an Incident which is raised the Company or by the Customer.
Leased Line Rental: the rental payable by the Customer to the Company for the provision of Leased Line Services and the Leased Line Services Equipment as specified in the Order or as increased or decreased by the Company in accordance with this Contract.
Leased Line Services Equipment: any apparatus, equipment and cabling provided by the Company at a Site as an essential part of providing Leased Line Services under this Contract.
Leased Line Service Provider: means any third party from whom the Company procures services in order to provide the Leased Line Services under this Contract.
Target Go Live Date: the target date agreed between the Company and the Customer for the commencement of Leased Line Services as set out in an Order or as subsequently revised by the Customer in accordance with this Contract.
Unavailable Time: a period of time when there is a total break in transmission.
1.2. Capitalised terms not otherwise defined herein are as defined in the Terms.
2. The Leased Line Services
2.1. For the duration of this Contract, the Company shall:
2.1.1. exercise the reasonable skill and care of a competent communications provider in providing the Leased Line Services and if required, in determining how best to provide the Leased Line Services to a Site; and
2.1.2. use its reasonable endeavours to provide the Leased Line Services by the Target Go Live Date and in accordance with the service levels set out in this Annex but all dates are estimates and except as set out in the service guarantee provisions, the Company has no liability for failure to meet any date.
2.2. It is technically impracticable to provide an Incident-free Leased Line Service and the Company does not undertake to do so. The Company agrees to repair any Incidents in accordance with the service standards as set out in this Annex.
2.3. Included within the Leased Line Services, the Company shall provide the following:
2.3.1. Internet Leased Line Services – a dedicated, private, fixed capacity Circuit delivered from the Company Network to the Customer Site with internet connectivity. This service may share infrastructure with the Company Network and/or that of a Service Providers. This service is delivered as a fully managed service with a router supplied by the Company, 24/7 remote monitoring and management by the Company Network operations;
2.3.2. Unmanaged Internet Leased Line Services – a dedicated, private, fixed capacity circuit delivered from the Company Network to the Site with internet connectivity. This service may share infrastructure with the Company Network and/or that of a Service Providers. This service is delivered to the Site, but it is the Customer’s responsibly to supply the termination equipment and to monitor; and
2.3.3. Point-to-Point Leased Line Services– a dedicated, private, fixed capacity Circuit delivered point to point between Sites. This service does not share infrastructure with the Company Network and will be delivered as a stand-alone service which will not be monitored by the Company.
2.4. All quotations made by the Company shall be deemed to be made subject to the Contract and survey undertaken by an engineer engaged or employed by the Company’s carrier to confirm that the Leased Line Service can be delivered to the Customer without any Excess Construction Charges (ECC).
2.5. If ECC are applicable in order to provide the Leased Line Services, the Company shall notify the Customer in writing of the ECC and the reasons for them. The Customer shall indicate acceptance of the ECC in writing. 50% of the ECC will be required to be paid prior to the Company confirming acceptance to the carrier. If ECC are not accepted, then the order can be cancelled without penalty.
2.6. If no ECC are identified the order will proceed and the ability to cancel free of charge is no longer available.
2.7. The provision of an Order signed by the Customer or an Order electronically approved by the Customer via the service management toolset shall constitute an offer to acquire the Leased Line Services subject to (i) confirmation that the Leased Line Services can be provided and (ii) where ECC are applicable, acceptance of those charges in terms of paragraph 2.6.
2.8. No Order shall be binding on the Company until that Order has been accepted by the Company Order provisioning team by notice to the Customer.
2.9. Upon acceptance by the Company, the Leased Line Services shall be provided under this Contract.
2.10. A request for the upgrade or downgrade of an existing Leased Line Services shall be considered an amendment of the existing Order under which those Leased Line Services are provided.
3. Use of the Leased Line Services
3.1. The Customer shall use the Leased Line Services strictly in accordance with any reasonable operating instructions issued by the Company from time to time.
3.2. The Customer shall not itself or knowingly permit any End User to use the Company Network or Leased Line Services or to do any of the following:
3.2.1. publish, post, distribute or disseminate defamatory, infringing, obscene, indecent or other unlawful material or information;
3.2.2. threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others; or
3.2.3. engage in illegal or unlawful activities through the Company Network;
3.3. knowingly make available or upload files that contain software or other material, data or information not owned:
3.3.1. by or licensed to the Customer, the End User or Additional User (as appropriate);
3.3.2. knowingly make available or upload files that contain a virus or corrupt data;
3.3.3. falsify the true ownership of software or other material or information contained in a file that the Customer, any End User or Additional User makes available via the Company Network;
3.3.4. “spam” or otherwise deliberately abuse any part the Company Network; or
3.3.5. obtain access, through whatever means, to notified restricted areas of the Company Network.
3.4. If the Customer becomes aware that any End User or Additional User is using the Company Network to perform any of the activities listed in paragraph 3.3 it shall enforce the applicable terms in its agreement with its End User(s) and shall use all best endeavours to stop such End User from doing so. If the Company becomes aware that an End User or any Additional User is performing any of the activities listed in paragraph 3.3, the Company shall bring the breach to the attention of the Customer in writing. If the Company have not received, within one (1) Business Day of dispatch of such a message, a satisfactory response from the Customer detailing the actions that have been taken to stop an End User or Additional User performing in this way, which actions may include restricting the access of the End User or Additional User to the Company Network or disconnecting the End User or Additional User from the Company, then the Company shall have the right to restrict the access of and/or disconnect the End User(s) or Additional User(s) in question, and if necessary, the entire Leased Line Services, from the Company Network. If the Company exercises its rights to disconnect an End User or Additional it will notify the Customer as soon as reasonably practicable in the circumstances.
3.5. Each Party shall provide the other with all reasonably necessary co-operation, information and support to prevent and/or stop any misuse of the Company Network by End Users.
4. Support services
Service desk support
4.1. The Customer shall have access to the Service Desk. The Company shall accept calls for English language telephone support in connection with Orders and Leased Line Incident Incidents during the hours of services specified in paragraph 4.2.
4.2. The Service Desk is available to receive Leased Line Incident Incidents for reporting via its service management toolset client portal 24 hours a day 7 days a week, including Bank and Public Holidays. During business hours all calls and Leased Line Incidents must be reported via the normal support phone number, email or Customer portal as stated on the Company Website prior to raising a Leased Line Incident Report it is expected the Customer has followed the Company’s standard procedures and have collected the appropriate information before contacting the Service Desk.
4.3. The support team will aim to deliver proactive updates via email and/or phone, whichever is deemed to be most suitable.
Scheduled and emergency maintenance
4.4. From time to time the Company may interrupt the Leased Line Services to maintain, update or enhance software Equipment or other aspects of the Leased Line Services and/or to the Company Network (“Maintenance Events”). The Company will, where possible, give the Customer a minimum of 2 Business Days advance notice of such events, and where possible will schedule Maintenance Events so as to cause minimum interruption of the Leased Line Services. For the avoidance of doubt, it may not be possible to give such notice where interruption to the Leased Line Services is necessary to deal with Leased Line Incidents occurring in connection with the Leased Line Services.
4.5. From time to time the Company may interrupt the Leased Line Services to carry out emergency maintenance to the Company Network in order to maintain appropriate levels of service quality and to provide where possible minimum impact to the Leased Line Services.
4.6. The Customer shall give all reasonable assistance to the Company to enable Maintenance Events to commence on the planned date and for them to be completed efficiently.
5. Service Management
5.1. The Company shall supply monitoring and management of Internet Leased Line Services. In the event that any Leased Line Incident is experience by the Customer that has not been identified by the Customer, the Customer must submit an Leased Line Incident Report to the Company support teams by the provided channels of communication.
5.2. For Point to Point Leased Line and Unmanaged Leased Line Services paragraph 5.1 does not apply and the Customer will be responsible for the submission of Incident Reports to the Company.
5.3. All Leased Line Incident Reports submitted by the Customer must provide a complete description of the Leased Line Incident and any information reasonably requested by the Company.
5.4. The support team will require the Customer to conduct first line diagnostics with any of its End Users where appropriate. First line diagnostic steps can be located within the support lounge found within the reseller control panel.
5.5. All Leased Line Incidents must be logged via the Company Customer portal available on the Website.
Incident response timescales
5.6. The Company shall use reasonable endeavours to assign an Incident to an appropriate Company engineer within 30 minutes of the generation submitted to the Company by the Customer in accordance with paragraphs 5.1 to 5.5.
5.7. The Company shall use best endeavours to make an update on an Leased Line Incident available to the Customer via email within the response times specified in paragraph 5.8.
Leased Line Incident classification matrix
5.8. The Leased Line Incident classification matrix set out below outlines the description, and target resolution times associated Leased Line Incident types.
5.11. The service level arrangements clocks stop if the Customer is unable to provide continuous access to a Site. It may be required to stop and start the clock as a result. The clock will also stop if the Company needs further explanations from the Customer to assist with raising a Leased Line Incident. 5.10. The service level arrangement starts once an incident is raised in accordance with this paragraph 5 and the Leased Line Incident has been accepted by the carrier. 5.9. The Customer understands and accepts that it may be necessary to extend the timescales in the Leased Line Incident classification matrix above due to the complexity of the Leased Line Incident or where the Company is dependent on a third party for resolution of the Leased Line Incident. In such circumstances, the Company shall use reasonable endeavours to eliminate or reduce the impact of the Leased Line Incident on the Leased Line Services by provision of a workaround, with permanent correction to follow.
5.12. The Company will provide an escalation process where an Leased Line Incident is understood as a clear request for the support of a higher technical or management level in order to clear the Leased Line Incident. If the Leased Line Incident is considered to be not progressing in a satisfactory manner or if it is foreseen that the targeted time to repair will not be met, either Party may escalate the Leased Line Incident.
6. Service availability
Overall service availability
6.1. The Company aims to provide the Leased Line Services with a target of 100% availability at all times, subject to the this Annex.
6.2. For the purposes of this paragraph 6, overall service availability excludes:
6.2.1. scheduled Maintenance Events as described in paragraph 4.4;
6.2.2. Customer-caused or third party-caused outages or disruptions (except to the extent that such outages or disruptions are caused by those duly authorised third parties sub-contracted by the Company to provide the Leased Line Services); or
6.2.3. outages or disruptions attributable in whole or in part to Force Majeure events.
6.2.4. outages caused by Denial of Service (DoS) attacks.
Exclusions from service availability
6.3. The service levels and service guarantees will not apply if: 6.3.1. the failure by the Company is due to the Customer’s own network or equipment or any other network or equipment outside the Company Network; or
6.3.2. the Customer is in breach of any part of the Contract and the Company suspends the Leased Line Services or any part of it in accordance with the Contract; or
6.3.3. through no fault of its own or because of circumstances beyond its reasonable control, the Company is unable to carry out any necessary work at, or gain access to the Customer’s Site and/or an End User’s Site or the Customer fails to agree an appointment date or work is aborted; or
6.3.4. the Customer and the Company agree a different timescale for performance of the Leased Line Services, but will apply to any new Target Go Live Date agreed, provided that the new date is after any previous Target Go Live Date(s);or
6.3.5. reasonable assistance is required, or information is reasonably requested by the Company or a Service Provider from the Customer, End User or a third party and such assistance or information is not provided; or
6.3.6. through no incident of its own, the Company is unable to obtain any necessary permissions or consents required in connection with the performance of a particular service level; or
6.3.7. the failure is due to a Force Majeure event; or
6.3.8. the failure is due to a scheduled or emergency Leased Line Services outage; or
6.3.9. the failure is due to an inaccurate Order being submitted by the Customer; or
6.3.10. the Leased Line Incident is not reported in accordance with this Annex for Point to Point and Unmanaged Leased Line Services.
6.3.11. if a circuit is deemed to be Dead on Arrival (DOA) and the circuit fails to work, standard service level agreement terms do not apply, the Company will credit, on a per day basis, where Leased Line Services has not been delivered after the original Go Live Date where it is deemed the Company or the carrier is at incident.
The Company Packet Success Service Level Guarantee
6.4. The Company’s packet success goal is based on the successful delivery of packets through the Company IP network.
6.5. Unsuccessful packets are deemed to be those dropped due to transmission errors or router overload.
6.6. The Company’s packet success service level guarantee (“Packet Guarantee“) is successful delivery of packets will meet or exceed 99% between the Company-designated IP backbone paths for Leased Line Services.
6.7. The measurement consists of 50 100-byte pings sent every 15 minutes. A daily average will be calculated using these 96 samples. The daily measurements will be averaged to calculate a monthly average.
The Company Latency Service Level Guarantee
6.8. The Company’s latency service level guarantee (“Latency Guarantee“) is based on an average round-trip transmission between the Company-designated backbone POPs for the Company services. Latency shall be measured by the Company averaging sample measurements taken during a calendar month between such backbone POPs.
6.9. Latency of 50ms or less – The measurement consists of 50 100-byte pings sent every 15 minutes. A daily average will be calculated using these 96 samples. The daily measurements will be averaged to calculate a monthly average.
7. Charges and payment
7.1. This paragraph 7 is further to the provisions of paragraph 6 of this Annex.
7.2. The Company reserves the right to pass on to Customers on a cost-plus basis any charges levied by the Service Provider to which it is exposed as a result of the Customer and/or its End Users’ actions.
7.3. For the avoidance of doubt, the Company shall be entitled to charge Additional Charges in the event that any Leased Line Services or work is requested by the Customer which fall outside the scope of the agreed Leased Line Services or which are to be completed by the Company outside Working Hours. Any Additional Charges shall become due and be invoiced on completion of the additional work.
7.4. The Installation Charges will be invoiced on acceptance of order.
7.5. The Rental Charges will be invoiced quarterly in advance.
7.6. The Call Charges will be invoiced monthly in arrears.
7.7. Payment of invoices will be made in full, no later than:
7.7.1. 14 days from the date of invoice for Call Charges;
7.7.2. 30 days from the date of invoice for quarterly, annual rental and support charges.
7.8. The Company will charge a re-connection fee of £150+VAT to the Customer.
7.9. The Company may change the level of its charges because of either: 7.9.1. any OFCOM direction, determination, order or similar decision; or
7.9.2. any notice issued by the Company’s telecommunications operators correcting an error in the amount or application of a charge or payment under its interconnect agreement with the Company or its Service Providers.
7.10. In the event of any increase of charges pursuant to paragraph 7.9, the Company shall be entitled to impose such increase retrospectively as well as prospectively but only to the extent that any increase impacts upon the basis on which the charges were calculated.
7.11. Where any Go Live Date is delayed at the Customer’s request or by virtue of the Customer’s act, neglect or failure to fulfil its obligations hereunder, the Rental Charge for the first Billing Period and Installation Charges for that Leased Line Services shall be payable no later than the Target Go Live Date for that Leased Line Services unless otherwise agreed in writing between the Parties.
7.12. The Company shall be entitled to increase Rental Charges and other charges payable by the Customer on each anniversary proceeding the initial order date by giving the Customer not less than four (4) weeks’ prior written notice. Any increased charges will be in line with the increase in the retail prices index with effect from 1st January 2021.
8. Leased Line Equipment
8.1. All Leased Line Services Equipment remains the property of the Company at all times.
8.2. The Customer agrees to:
8.2.1. prepare the Site and provide a suitable place, conditions, connection points and electricity for the Leased Line Services Equipment at the Site in accordance with the Company’s reasonable instructions, if any; and
8.2.2. obtain all necessary consents, including for example, consents for any necessary alterations to buildings, permission to cross other people’s land or permission to put the Leased Line Services Equipment on their property.
8.3. The Customer is responsible for the Leased Line Services Equipment and agrees to take reasonable steps to ensure that nobody (other than someone authorised by the Company) adds to, modifies or in any way interferes with it.
8.4. The Customer will be liable to the Company for any loss of or damage to the Leased Line Services Equipment, except where such loss or damage is due to fair wear and tear or is caused by the Company, or anyone acting on the Company’s behalf.
Connection of Customer Provided Apparatus
8.5. Any Customer Provided Apparatus connected to the Leased Line Services must be: 8.5.1. technically compatible with the Leased Line Services and not harm the Company Network, the Leased Line Services or the Leased Line Services Equipment or another party’s network or equipment.
8.5.2. connected and used in line with any relevant instructions or laws; and
8.5.3. connected and used in line with any relevant standards including, in the order of precedence set out below:
a. Any legal requirements imposed upon the parties including requirements arising from General Condition 2 set under section 45 of the Communications Act 2003;
b. any relevant specification notified by Ofcom in implementation of the recommendations of the Network Interoperability Consultative Committee.
c. any recommendations by the European Telecommunications Standards Institute; and
d. any recommendations by the Telecommunications Standards Bureau (formerly the International Telegraph and Telephone Consultative Committee) of the International Telecommunication Union.
8.6. The Customer agrees to connect equipment to the Leased Line Service only by using the network terminating event (“NTE”) provided by the Company with the Leased Line Service.
8.7. The Company will not be liable for failure to meet any service level or other obligations under this Contract if any equipment is found to be connected otherwise than in accordance with this paragraph.
8.8. The Company reserves the right to disconnect any Customer Provided Apparatus if the Customer does not fulfil its obligations under this paragraph 8 or if in the reasonable opinion of the Company Customer Provided Apparatus is liable to cause the death of, or personal injury to any person.
9. Access and Site regulations
9.1. The Customer agrees to take reasonable steps to provide access to the Site and to ensure that the End User provides the Company with access to the End User’s Site including for the purpose of installation and use of the Leased Line Equipment at the Customer’s Site and/or at the End User’s Site.
9.2. The Company agrees to observe the Customer’s and the End User’s reasonable Site safety and security requirements.
9.3. The Customer agrees to provide and agrees to take reasonable steps to ensure that the End User provides a suitable and safe working environment for the Company at the Customer’s Site and/or the End User’s Site.
9.4. The Customer agrees to indemnify the Company against all loss, damages, liabilities, costs and expenses arising or incurred in respect of any actions, claims or legal proceedings which are brought or threatened against the Company if the Customer is in breach of this paragraph 9. The limitation of liability provisions of this Annex and the Contract do not apply to this indemnity.
9.5. It is the responsibility of the Customer or End User to carry out any making good or decorator’s work required but the Company accepts responsibility for any property damage caused the Company’s negligence subject to the limitation of liability provisions of the Contract and this Annex.
10. Term and Termination
10.1. This Contract shall commence on the date hereof and will continue for the Minimum Period, being 3 years from the date hereof.
10.2. At the end of each 12 month period from commencement of the Minimum Period, the Contract shall automatically renew for a further 3 years.
10.3. Pursuant to clause 12.1 of the Terms, on expiry of the Minimum Period, the Customer may terminate this Contract at any point on serving 3 months’ written notice on the Company.
11. Consequences of termination
11.1. Except as provided for in paragraph 10.1, in the event of the termination of the Contract for whatever reason the Customer shall:
11.1.1. cease to use any of the Leased Line Services, and;
11.1.2. permit the Company or any nominated representative of the Company to enter the Sites during any Business Day for the purpose of removing any or all of the Leased Line Services Equipment.
11.2. Where the Company is entitled to terminate the Contract as a result of a default by the Customer provided in this Contract or failure to pay any charges or other amount due in terms of this Contract, the Company shall be entitled to continue to provide the Leased Line Services to any person or entity making use of the Leased Line Services or any facility of the Leased Line Services at the time the Company’s right of termination arises. The Customer shall provide any permission or authorisations required enabling the Company to continue the uninterrupted provision of the Leased Line Services and the Company shall be entitled to contract directly with and receive payment directly from such End Users including any charges due by the Customer to the Company under this Contract.
11.3. In the event of a Customer terminating their Leased Line Services prior to expiry of the Minimum Period, the Customer shall pay all remaining Rental Charges from the date of cancellation to the date the contractual period finishes along with an exit fee equal to 6 months’ rental and other any other fees and or costs Incurred by the Company due to the cancellation
11.4. In the event that the Customer cancels the Order once it has been placed, the Customer agrees to pay any charges levied by the Company’s carriers.
12. Limitation of liability
12.1. Pursuant to paragraph 10.5 of the Contract, the Company’s total aggregate liability under this Contract shall not exceed £100,000.