Conditions for Converged Private Networks

Conditions for Converged Private Networks
Conditions for Converged Private Networks (“CPN”)
YOUR AGREEMENT WITH US (this “AGREEMENT”) IS MADE UP OF
THE FOLLOWING DOCUMENTS:
(i)
(ii)
(iii)
(iv)
(v)
THESE CONDITIONS FOR CPN;
THE CONDITIONS FOR COMMUNICATION SERVICES;
THE SERVICE AGREEMENT;
THE RELEVANT TARIFF FOR THE SERVICES WE AGREE TO
PROVIDE TO YOU; AND
ANY FURTHER CONDITIONS RELATING TO SPECIFIC
SERVICES.
CPN Service provision
1.1
a)
b)
c)
1.2
1.3
1.4
1.5
1.6
1.7
We reserve the right not to provide the CPN Service to any
site for reasons including, but not limited to:
The distance between a site and our point of presence or
that of our underlying service provider;
If a site survey finds that a site is not suitable for the
provision of the Ethernet or Broadband Service; or
If you do not agree to accept our Conditions for the access
Service chosen.
We will agree on a per site basis a timetable for the
implementation of the CPN Service taking into account the
lead times required for those elements of the service which
we source from third party service providers. We shall be
entitled to revise such timetable, after appropriate liaison
with you, if we encounter delays (including, but not limited
to, complications connected with any site survey) which
could not reasonably have previously been foreseen.
We shall be responsible for the provision of the CPN
Service including configuration of the network, any internet
access and the provision of the firewall where applicable.
We will provide the agreed access services up to the
Service demarcation point, as defined between us.
You shall be solely responsible for the provision of
appropriate technical expertise, knowledge and resources
sufficient to correctly integrate and configure your LAN
systems, applications and interfaces with the CPN Service
(including configuration of all your relevant clients, servers
and networking equipment which interact with the CPN
Service). We do not provide LAN integration as part of the
CPN Service, the CPN Service being delivered by means of
an outward facing port. You shall ensure that your LAN is
capable of integration with the CPN Service (including, but
without limitation, any hardware or software required for
such integration). The CPN Service does not include the
provision of advice on LAN integration, configuration or
specification other than specifying from time to time the
packet methodologies which are compatible with the CPN
Service. Where class of service has been specified you will
select its packet methodology from those available and you
will be responsible to ensure that any packets to be
transmitted shall be marked accordingly.
We will use reasonable efforts to install the CPN Service
(including access services) in accordance with the agreed
timetable and perform the commissioning tests within two
working days thereafter. You acknowledge that all
timeframes are estimates only. We have no liability for any
failure to meet any of the dates included in the agreed
timetable or for any failure to meet any service levels or to
repair a fault within any given timeframe.
Where Centralised Internet Access (“CIA”) has been
ordered a hosted firewall service will be provided by us
Dated 1st October 2015
where ordered by you. We will use all reasonable
endeavours to provide as secure a protection as possible
but you acknowledge that no firewall is completely secure
or proof against all external threats such as viruses,
malware and other unauthorised intrusions. We shall
have no liability for any direct or indirect costs suffered by
you in the event of any penetration of the firewall by any
third party or third party software save in cases of fraud
or negligence on the part of ourselves, our employees or
sub-contractors.
Where you opt to use your own firewall application we
shall have no liability for any malfunction, failure or
inadequacy of such application whether or not it has been
approved by us.
Service cessation and cancellation
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
Page 1 of 3
You may terminate the CPN Service or part thereof or one
or more access services by following the procedure for
termination agreed between us. The CPN Service to a
site may be terminated by you on sixty (60) days’ written
notice to us provided that the Minimum Term has expired.
We may terminate the CPN Service or part thereof on 3
months’ written notice to you provided that such notice
extends the termination date beyond the end of the
Minimum Term.
We may terminate the CPN Service immediately by notice
to you if required to do so by a direction of Ofcom.
If you terminate the CPN Service or part thereof before
the end of the Minimum Term we shall be entitled to
invoice you for (a) our recurring charges for any Ethernet
access service (including but not limited to any associated
charges for internet access and firewall) so terminated
from the effective date of termination for the remainder
of the Minimum Term, and/or (b) with our standard cease
charge for in-term termination for any DSL access service
so terminated.
If you terminate the CPN Service or a part thereof after
the end of the Minimum Term we shall be entitled to
invoice you for our standard cease charge for out-of-term
termination for any DSL access service so terminated.
If you cancel an ordered CPN Service or any part of it,
you agree to reimburse us for any costs incurred in
preparing to deliver the CPN Service in addition to our
standard cancellation charge. We will take all reasonable
steps to mitigate any such costs.
If you cancel a planned installation after 12:00 pm midday
on the business day immediately prior to the installation
date we shall be entitled to charge you with the full
amount which we would otherwise have charged for the
aborted installation or, in the case of planned out of hours
installations, 1.5 times our standard installation charge for
planned installations after 17:30 on business days and
Saturdays and 2 times our standard installation charge for
planned installations on Sundays.
If you request a change to the agreed timetable for
delivery of the CPN Service to a site (and this has been
accepted by us) and subsequently cancel the order any
cancellation charge will be calculated on the revised
timetable date.
Any CPN Service will cease automatically, either in part or
in whole, if the underlying access service or services
Ref: 1.0
Conditions for Converged Private Networks (“CPN”)
is/are ceased. However you will remain liable for any
recurring fixed charges for the remainder of the fixed term
of the affected CPN contract.
5.1
You acknowledge and accept that there may be certain
technical limitations to the access services provided for
the CPN Service.
Changes
Equipment
3.1
6.1
3.2
Changes to the CPN Service will be made according to our
processes and procedures which define a set of standard
allowable changes. Any such changes will be carried out
according to our timescales and, subject to paragraph 3.2
below, charged in accordance with our standard price from
time to time.
Any changes required which do not fall within the standard
allowable changes or any changes which require
consultation between us and any third party will be
assessed on a case by case basis. Such changes will
attract our standard professional service charges as set out
in the CPN price list.
6.2
6.3
Service assurance and problem management
4.1
4.2
4.3
4.4
4.5
Your nominated contacts will be the only point of contact
with us for the notification of faults with the CPN Service
and their resolution.
We and/or the supplier of equipment will provide the
maintenance of any equipment installed on a site as part
of the CPN Service on our side of the Service Demarcation
Point.
You will be responsible for initial fault diagnosis and will
report a fault to us only where you reasonably believe the
fault is not caused by any of your installed equipment or
any malfunction on your side of the Service Demarcation
Point. We shall be entitled to charge you with any costs
which we have incurred in this respect if a visit results in
the fault being traced to any of your installed equipment or
any such malfunction (or if we or our sub-contractor fails
to gain entry to your site). We shall also be entitled to
invoice you for configuring, testing and despatching
replacement routers in the event that no fault is
subsequently found in the original router or its
configuration or where a fault has been incorrectly
diagnosed by you.
You will report any faults using the relevant procedure.
We reserve the right to perform any routine or scheduled
maintenance that may limit or suspend the availability of
the CPN Service and shall provide reasonable prior notice
of any such maintenance. We also reserve the right to
perform any emergency maintenance that may limit or
suspend the availability of the CPN Service and shall use
reasonable endeavours to provide prior notice to you
provided that, where we are unable to provide prior notice,
we shall provide such notice as soon as reasonably
practicable after the commencement of such maintenance.
Any suspension of the availability of the CPN Service
pursuant to this paragraph 4.5 shall not be deemed to be a
breach by us of any of our obligations under these
Conditions. We shall use reasonable endeavours to ensure
that maintenance is carried out with minimum disruption to
you.
6.4
Connection
7.1
7.2
7.3
7.4
Any equipment connected to the CPN Service must be
technically compatible with the CPN Service and
connected and used in compliance with any applicable
instructions, standards or laws. Any such equipment
should not cause any damage to the our network, the
CPN Service, the Equipment, any other customer’s
network or the network of any underlying service
provider.
You shall only connect equipment to the CPN Service by
using the router provided by us.
If you become aware that any equipment connected to
the CPN Service does not comply with the relevant
instructions, standards or laws you should immediately
disconnect the equipment or ensure its immediate
compliance. Failure to disconnect non-compliant
equipment will result in our disconnecting it at your
expense.
We will not be liable for any failure to meet any service
levels or any failure of the CPN Service or any other
obligations if such failure has been found to be caused by
the connection of any equipment other than in compliance
with this paragraph 7.
Access
8.1
CPN Service constraints
Dated 1st October 2015
Equipment provided by us or our sub-contractors for the
delivery of the CPN Service and any access service (“the
Equipment”) remains our property or that of our subcontractors, as the case may be, and you shall not acquire
any property in it. We shall provide the network
terminating equipment and routers.
You shall provide a suitable place, conditions, connection
points and electricity supply for the Equipment according
to our reasonable instructions and carry out any site
preparation work reasonably required by us.
You shall obtain all necessary third party consents
required in relation to building alterations or additions,
access to land or other permissions required to install the
Equipment or, where this is carried out by us or our subcontractor, shall render all reasonable assistance required
by us.
You are responsible for the Equipment and shall be liable
to us for any loss or damage to it save where such loss or
damage is caused by fair wear and tear, is caused by us,
our sub-contractor or anyone authorised to act on their
behalf. You shall take all reasonable steps to prevent any
damage to the Equipment and to prevent anyone (except
anyone acting on our or our sub-contractor’s behalf) from
adding to it, modifying it or interfering with it in any way.
Page 2 of 3
We and/or our sub-contractor will conduct any required
site visits during normal working hours, that is to say
between 08:00 and 17:00 Mondays to Fridays (excluding
UK public and bank holidays). In the event that you
Ref: 1.0
Conditions for Converged Private Networks (“CPN”)
8.2
8.3
8.4
request a site visit outside such hours this will be the
subject of an additional charge. Such charge will not apply
to visits to repair faults.
You will provide access to the site to us and/or our subcontractor for the purposes of site surveys, installation or
otherwise as required for the provision of the CPN Service
and any access services. You shall provide a suitable and
safe working environment for our employees and
authorised sub-contractors at the site. You shall indemnify
us and our sub-contractors for death or personal injury
claims or actions threatened or brought against them
resulting from your breach of this paragraph 8.2, save
where such claim or action results from our negligence or
that of our employees, sub-contractors or agents acting in
the course of their employment or agency.
We agree to observe and ensure that our employees
observe your reasonable security and safety requirements
insofar as these are communicated to us or our
employees.
It is your responsibility to make good or re-decorate any
areas of the site affected by the installation of the CPN
Service or any access services save where any damage is
caused by our negligence in which case the limitation of
liability provisions of the Conditions for Communications
Services shall apply.
Use of service
9.1
9.2
9.3
9.4
If we notify you (or you become aware) that the CPN
Service is being used in breach of our Acceptable Use and
Fair Use Policies the CPN Service will be disconnected if the
breach continues. If you continue to use the CPN Service
in breach of these Policies we will immediately disconnect
the CPN Service.
If you use the CPN Service in breach of our Acceptable Use
and Fair Use Policies we may suspend the CPN Service,
insofar as is reasonable in the circumstances, without
prejudice to our rights of termination. We shall have no
liability for any direct or indirect losses incurred or suffered
by you as a result of such suspension.
You acknowledge that we exercise no control over and
accept no responsibility for the information, services and
content accessible on the CPN Service or the internet. You
assume entire responsibility for your use of the CPN
Service, software and Equipment, whether or not provided
by us.
Where you have ordered CIA through one or more sites
you assume entire responsibility for your use of the CPN
Service, software and Equipment (whether or not provided
by us) and of the internet. You acknowledge and agree
that the internet contains materials which are sexually
explicit and/or may be offensive and is accessible by
persons who may attempt to breach the security of our
network or your security. We have no control over, and
expressly disclaim any liability or responsibility for, such
materials or actions. In such you access the CPN Service
at your own risk.
10.2
10.3
10.4
10.5
proposal document will contain pricing for the CPN only
and any supplementary Services will be detailed in
separate proposals and order forms.
Where, in order initially to set up the CPN Service, we are
required to consult with any third party, we shall be
entitled to raise a charge for such consultation. Any such
charge shall be based on our published standard prices
for professional services at the time.
We shall be entitled to charge you with effect from the
date of completion of the installation of each circuit as
notified by us to you.
We shall be entitled to charge you for the CIA and
firewall, if ordered, from the date when they are first
configured for use.
Your minimum monthly committed spend will be as set
out on the proposal document. Such committed spend
will commence from the date the final site has been
installed.
General
11.1 Your Agreement with us will commence from the date the
CPN Service Agreement is signed, the Minimum Term will
commence from the date the final site on that Service
Agreement has been installed and it is ready to use by
you.
11.2 You shall not use our or our sub-contractors’ name or any
registered or unregistered trade-marks or service marks
of ours or our sub-contractors without our prior written
consent.
11.3 The parties undertake that they will not:
a)
Represent themselves as each other and you will not
represent yourself as our underlying service provider;
b)
Misrepresent their relationship with each other or, in your
case, with our underlying service provider; or
c)
Assert that they have any authority to provide or promote
any products or services on behalf of each other or, in
your case, on behalf of our underlying service provider.
11.4 You also agree not to represent that the CPN Service is a
service provided by any underlying service provider of
ours.
Charges
10.1 The charges for the CPN Service shall be as set out in the
proposal document. Unless otherwise specified the CPN
Dated 1st October 2015
Page 3 of 3
Ref: 1.0
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