Schedule 2U
additional terms for Interoute Cloud Hosted Unified Communications 1. SERVICE DESCRIPTIONInteroute’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. 2. DEFINITIONS
“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 Lync using Internet Protocol based networking to other Lync instances;
“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) by the Customer. The Interoute Virtual Data Centre Platform includes the host switching, network, computing, storage, servers and hypervisors;
”Interoute’s Lync-to-Video Platform” means service that enables Lync clients to connect to Interoute’s Video Platform providing access to continuous presence virtual meeting rooms and the ability to meet other Lync users or external non-Lync 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;
“Virtual Machine” is a Licensed Software implementation of a physical server or machine managed by the Customer.
Any other capitalised terms have the meaning set out in Schedule 1. 3. SERVICE TERMS
The Service is a resilient, dedicated per Customer UCaaS environment hosted on an Interoute Virtual Data Centre Platform including Interoute One and Federation to Interoute’s Lync-to-Video Platform. The Customer shall be allowed to select the data centre location of the Interoute Virtual Data Centre Platform implemented in various locations to host the Service.
3.1. Licensing and Service Provider License Agreements (SPLA)
Schedule 2U
additional terms for Interoute Cloud Hosted Unified Communications a SPLA, the license granted to the Customer is subject to the terms and conditions of the SPLA, which is provided to the Customer by Interoute in Appendix 1 of this document.Any additional Licensed Software shall be defined in the Technical Design. 3.2. Service Network 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, between the Customer’s network and Interoute Network. Interoute might request such configuration and setup is done if the Service faults could be attributed to the Customer not complying with such recommendations.
b. The Customer agrees that the End User License Agreement (appended hereto or otherwise provided to the Customer) shall govern the Customer’s access to and use of the Licensed Software provided with the Service. The Customer acknowledges that downloading, installing or using the Licensed Software provided with the Service constitutes acceptance of the End User License Agreement. c. 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.
d. 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 Product or end-user support.
4. CHARGES
4.1. Licensed Software Audit
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 to cover audited license usage for 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
Schedule 2U
additional terms for Interoute Cloud Hosted Unified Communications5.2 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 Customer Service 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 hours are to the number of hours (rounded to nearest hour) in the applicable Monthly Review Period:
(Total hours per month – Total hours Unavailable per month)
Total hours 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 Monthly Charge for the relevant Service as follows: Service Availability during Monthly Review
Period
Service Credits as % of Monthly Charge
<99.99%-99.5% 2%
99.49%-98% 10%
97.99%-95.0% 30%
<95% 50%
5.3 Licensed Software Management
Interoute shall be responsible for providing Licensed Software updates to the UC Service hosted in the Interoute Virtual Data Centre Platform. Minor updates such as builds or patches will be undertaken at Interoute’s sole discretion.
Schedule 2U
additional terms for Interoute Cloud Hosted Unified Communications5.4 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 Monthly Charge for the Services provided in the applicable Monthly Review Period.
6. SERVICE CANCELLATION
In addition to the early cancellation provisions in Clause 6 to Schedule 1, if all or part of the Service is cancelled prior to the Ready For Service Date, the Customer shall be liable for any non-refundable third party costs and a percentage of the Service Installation Charge, according to the following schedule:
Number of Working Days before Ready For Service Date
Customer liability as % of Installation Charge
0 to 1 days 100%
2 to 5 days 90%
6 to 10 days 70%
11 or more days 50%
7. FAULT REPORTING AND MANAGEMENT 7.1. Fault Handling
Schedule 2U
additional terms for Interoute Cloud Hosted Unified Communications 7.2. Fault DurationAll faults recorded by the Network Management System will be reconciled against the corresponding fault ticket raised by the Customer Service Centre. The exact fault duration shall be calculated as the elapsed time between the fault being reported to the Customer Service Centre and the time when the Service is restored.
7.3. Planned Outages
Schedule 2U
additional terms for Interoute Cloud Hosted Unified Communications APPENDIX 1 - Services Provider License Agreement (SPLA), End User Agreement requirementsWhere 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.
