Data service schedule

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Definitions:

In this document, unless otherwise stated or the context requires:

(a) All defined and capitalised terms shall have the same meanings stated in Immervox’s Data specific terms and conditions set out in the Schedule to this document (the “Specific Terms”) or The Standard Conditions (as defined in the Specific Terms); and

(b) The terms of this document are subject to the Specific Terms and the Standard Conditions.

(c) Immervox offer a range of products and services within their Data Product Range. Individual Customers may take a unique and bespoke configuration of these services. Consequently, this document by necessity contains a generic overview of the full range of products and services available. Not all the terms and conditions set out in this document will be applicable to all Customers.

(d) The Services to be provided under a Services Agreement will be specified in the Order Form completed by the Customer and accepted by Immervox. Immervox has no obligation to provide any Service set out or described in this document unless they have been specified in the Order Form and accepted by Immervox

1 SERVICE OVERVIEW AND SCOPE

Immervox offers a vast range of business-grade connections, data services that are designed to meet requirements of modern, growing businesses. Speeds from 2Mb to 10 Gb SLA’s with up to 99.9% service up time.

Immervox rise to the challenge that modern businesses have, by offering multiple high speed, reliable and scalable internet connectivity offerings – with speeds from 2Mb up to 10Gb and internet access available via Ethernet, EFM, FTTC and DSL.

In combining services from multiple Tier 1 ISP networks, we deliver a highly resilient Internet service which guarantees the fastest connection available at any location. This multiple network offering enable solutions that offer no single point of failure so if any of the individual routes should go down, traffic can be automatically re-routed, keeping your connection to your business world.

Immervox can also deliver internet breakout for any managed or unmanaged MPLS solution. This enables you to access the managed firewall service, thereby avoiding a single point of failure for their internet, benefiting from economies of scale and enjoying the flexibility of immediate expansion.

The Service may include:

1.1 Contended or Uncontended service?

A dedicated or uncontended connection will provide the full quoted download and upload speeds at all times.

A contended connection will have varying speeds, depending on how many other users are also using the available bandwidth at the cabinet, with the highest available speed decreasing the further from the cabinet you are located.

The price of uncontended services is usually higher as the costs of provision, by definition, are not shared with other users. Uncontended services will also come with a detailed service level agreement that specifies quality of service for reliability and maintenance.

1.2 DSL broadband

DSL broadband provides flexibility, availability with quick installation, due to the service using the same wires as a fixed BT telephone line. DSL broadband is suited to home office, small satellite site and small businesses as the main internet connection.

For larger business, the low cost and high availability of DSL make it ideal as a fail over, PDQ machines, EPOS machine, franking machines or a dedicated CCTV or fire alarm connection. DSL broadband is a contended service and can achieve up to 20 Mbps / 2 Mbps.

Immervox’s DSL Service includes the following:

Plan / Product Download Speed Upload Speed Data Allowance

DSL Broadband 2+ Standard Up to 18mbps Up to 0.8mbps 100GB**

DSL Broadband 2+ Premium Up to 18mbps Up to 0.8mbps 150GB**

DSL Broadband 2+ Standard Unlimited Up to 10mbps Up to 1mbps Unlimited

DSL Broadband 2+ Premium Unlimited Up to 20mbps Up to 1mbps Unlimited

DSL Broadband 2+ Premium Pro Unlimited Up to 20mbps Up to 2 mbps Unlimited

DSL Broadband 2+ Premium Pro Everywhere Unlimited Up to 18mbps Up to 1.8mbps Unlimited

All speeds quoted are subject to Line Rate/maximum speed achievable on your line. This is usually finalised after a 10-day period, from your connection date. A training period of approximately 10 working days applies, whereby your modem/router may need re-booting daily during this period.

All DSL Broadband products include a monthly fair usage data allowance, unless stated otherwise.

All products are provided on a self-install basis.

Where a pre-configured DSL Broadband router is provided by Immervox, the configuration allows for connection to the Internet only and no other functions e.g. NAT, Wireless access.

Where a non-configured (hardware only) router is provided by Immervox, it is your responsibility to configure the router for Internet access and any other functions required.

1.3 FTTC

FTTC (Fibre to the cabinet) is a service that like DSL uses the same copper wires as a BT fixed phone line, but requires an upgrade to the local cabinet for a location to obtain. Speeds of FTTC are vastly improved over DSL broadband, reaching speeds of 76 Mbps / 19 Mbps and like DSL is a contented service. It is estimated that 80% of UK locations can now get FTTC.

Immervox’s DSL FTTC Service includes the following:

Fibre Connectivity Premium 50 (40/2) Up to 38mbps* Up to 1.9mbps* 50GB**

Fibre Connectivity Premium 100 (40/10) Up to 38mbps* Up to 9.5mbps* 100GB**

Fibre Connectivity Pro 100 (80/20) Up to 76mbps* Up to 19mbps* 100GB**

Fibre Connectivity Premium Unlimited (40/10) Up to 38mbps* Up to 9.5mbps* Unlimited

Fibre Connectivity Pro Unlimited (80/20) Up to 76mbps* Up to 19mbps* Unlimited

1.4 Converged Broadband

Immervox’s Converged Broadband includes the following:

Converged 2+

Technology: ADSL2+

G.711 calls: 2 (Max)

G.729 calls: 5 (Max)

Data Usage: 200GB or Unlimited

Upstream: Up to 1.3Mbps

Downstream: Up to 24Mbps 

Voice Prioritised over data?: Yes

Converged FTTC

Technology: FTTC

G.711 calls: 30 (Max)

G.729 calls: 75 (Max)

Data Usage: 200GB or Unlimited 

Upstream: Up to 20Mbps

Downstream: Up to 80Mbps

Voice Prioritised over data: Yes

1.4.1 Converged Broadband Service Limitations and options

1.4.1.1 Converged Broadband Managed

Data Services - Not Supported

Specific internal DHCP pool  - Not Available

Router IP + Start/end of required IP range - Not Available

Segmented network (routed + DHCP/NAT) - Not Available

Router IP + Start/end of required IP range - Not Available

VLAN setup -Not Available 

VLAN - Not Available

VPN setup -Not Available

VPN - Not Available

Multiple VPN setup - Not Available

VPN - Not Available

Remote access - Not Available 

Port configuration - Not Available

Monitoring systems - Not Available 

ICMP response - Not Available

Monitoring - Not Available 

Port configuration - Not Available

Use own firewall - Not Available

Firewall configuration - Not Available

Web filtering - Not Available

DHCP/NAT + port forward - Not Available

Segregate network - Not Available

VLAN + router config (separate subnet for each interface) - Not Available

1.4.1.2 Converged Broadband Unmanaged

The Unmanaged option allows you to manage your own firewall and have access from any source to your Local Area Network on the Converged product. This means that you can now use the Converged product on an unmanaged basis, if you need to use security solutions, web servers, allow VPN access or be able to remote in from dynamic IP addresses.

To do this we have to move away from the standard Managed Converged set up. Normally we manage the service and provide NAT and DHCP on the supplied router. On an unmanaged set up we will allocate a routed IP subnet to the circuit, NAT and DHCP will be turned off on the supplied router and this will have to be managed by a device behind the supplied router (this is commonly known as a “Routed set up”). We will then pass all traffic through to this device and you as the client will manage the firewall.

By doing this it enables more manageability and access on the converged service. This does mean that you have increased responsibility for the LAN set up and you need to ensure that NAT and DHCP is handled correctly. Also, you will be responsible for the security of the circuit as the supplied router will pass all* traffic through to the device behind it.

*3rd party and specific Immervox voice products will still not be allowed on our Converged Services.

The below table highlights what is available with our unmanaged option.

Available With Unmanaged Converged Broadband

VPN setup Available

Multiple VPN setup Available

Monitoring systems Available

Use their own firewall Available

Web filtering Available

Web Server Available

Mail Server Available

Remote access from any/dynamic IPs Available

1.4.1.3 Target SLAs

Round Trip Delay

The target level for Round Trip Delay (sometime known as Round Trip Latency) is 2880 minutes (48 hours) N/A, Target Only

Enhanced: > 1440 minutes (24 hours) 12.5%

Important Note 1: It may be necessary to extend the above timescales due to the complexity of the incident or where Immervox is dependent on a third party for resolution of the incident. In such circumstances, Immervox shall use reasonable endeavours to eliminate or reduce the impact of the incident by provision of a workaround, with permanent correction to follow.

Important Note 2: This SLA does not cover faults which have been associated with physical cable breaks or vandalism within the Copper Local Loop Network. Estimated restoration of service will be communicated to the customer via the Immervox Helpdesk. Approximate restoration of service will be 5- 10 working days.

• In the event that Immervox fails to repair a Fault within the specified Target Repair Time then Service Credits will be payable in accordance with this Clause.

• Repair times for non-Service affecting faults will be agreed on a case-by-case basis. No Service Credits shall be payable for failure to repair non-Service affecting faults within the Target Repair Time.

11.6.5 Incident/Faults – Progress Updates: - Immervox shall provide the Customer with regular progress updates for all incidents reported by the Customer and, in particular, shall provide progress reports for calls of priority 1 no less frequently than once every four (4) hours and those of priority 2 no less frequently than once per day, or as agreed. This progress update target is provided on a best endeavours basis. In the unlikely event of a generalised network outage the notification interval may be extended.

11.6.6 Incident/Faults – Resolution: - An incident is resolved when the service is no longer affected and this may be by means of a temporary work-around until a permanent network solution is available. This is tested against the maximum allowed amount of time for that fault. This determines whether the fault is within or outside the SLA.

11.6.7 Escalation Process - In the event of a priority 1 or priority 2 incident report remaining unresolved for a period in excess of the relevant target incident resolution time specified in Sections 1 to 3 of this Service Schedule, the Customer shall be entitled to escalate the matter as per the Account Management and Escalation Contacts section of the Service Agreement.

11.6.8 Service Credits - Pursuant to any differences detailed in the Access Network and Services Clauses in Sections 1, 2 and 3 of this Service Schedule, Service Credits are applied as follows:

• Failure to meet the targeted Service Availability: If Immervox fails to achieve the Service Availability target at any Site in any calendar month you may claim, by way of Service Credits for the affected service. To claim a service credit the following must be submitted to Immervox:

o The Immervox fault case reference.

o Where Immervox did not provide the CPE, Customer must provide:

 A copy of the attached device running configuration.

 A copy of the attached device SHOW VERSION (or non-Cisco equivalent) output. o A copy of the attached device SHOW INTERFACE (or non-Cisco equivalent) output for the interface facing Immervox during the outage.

 Such logs, traceroute or related output as required to demonstrate the fault as experienced

• Failure to meet Incident/Fault Resolution Targets: If Immervox takes longer than 8 hours from Fault Notice to restore a Fault in accordance with this SLA, you may claim for the following Service Credits for each site affected. For faults that are not remedied within the 8 business hours above the following remedies will be applied to the Customer’s account:

Hours in excess of the applicable Target Resolution Time. Reduction in Recurring Monthly Charges per Site affected for the calendar month in which the Fault occurred.

Up to 1 hour 1.5%

Between 1 hour and 3 hours 2.5%

Between 3 hours and 5 hours 3.5%

Between 5 hours and 10 hours 5%

Over 10 hours For every additional 10 hours, 5% up to the maximum of 50% of 1 month’s recurring of 1 month’s Recurring Monthly Charges

To claim, the following must be submitted to Immervox:

• The Immervox fault case reference.

• The date and time of the first contact with Immervox.

Exclusions

(A) In all cases scheduled maintenance, as notified to the customer 24 hours in advance, and emergency maintenance where notified to the customer 2 hours in advance are both exempt from claims under this SLA. Emergency maintenance carried out with less than 2 hours’ notice may be exempt, should the impact of not carrying out the maintenance cause a breach of the SLA.

(B) Denial of Service attacks against the customer’s service is also exempt from claim under this SLA, where such attack is not the fault of Immervox.

ANNEX 1 – DEFINITIONS AND INTERPRETATIONS

Unless the context otherwise requires or save as specifically defined herein, words and expressions, defined, and the principles of construction set out in the Services Agreement shall have effect as if set out in this Service Schedule.

In addition to the definitions set out in the Service Agreement, the definitions set out below shall apply to this Service Schedule unless the context otherwise requires.

Abortive Visit Charge means the charge specified from time-to-time in Clause 8.4 of this Service Schedule

ADSL means Asymmetric Digital Subscriber Line. ADSL allows for higher downstream bandwidth and lower upstream bandwidth while enabling you to use the same circuit for concurrent telephony.

Bandwidth means the usage measured in Mb/s (Megabits per second) across the Interconnect

Broadband Services means the high speed ‘always on’ network access to the Immervox services provided in accordance with the type of tariff chosen by a Customer and supplied to the Customer’s premises by Immervox.

Cessation Charges means the charges set out in Clause 8

Change means a change to the Service Order requested by either Party and agreed by the Parties pursuant to Clause 4 of this Service Schedule.

Charges means the amounts charged by Immervox for the Services set out in this Service Schedule as may be amended from time-to-time in accordance with the Service Agreement.

Circuit Delivery date means the date the circuit is physically delivered to the Site by Immervox or Immervox’s representative.

CLI means calling line identity

Commencement Date means the latest date of signature by both Parties to this Service Schedule.

Connection means each single connection of a Customer to a DSL Service

Contention means the number of customers sharing the same bandwidth in the underlying ATM network

Customer means the customer of Immervox

Customer Premises Equipment (CPE) means equipment that is to be provided by Immervox or Customer to allow a data connection from the Customer’s network to the Network Terminating Equipment.

Downstream means the transmission of data from Immervox’s partner’s Internet backbone to you.

DSL Services means the Immervox service described in this Service Schedule

Emergency Maintenance means maintenance that Immervox or its partners may from time-to-time be required to perform in an emergency and where Immervox may not be able to give advance notification to the Customer.

Enhanced Care Services means the enhanced service maintenance support provided to the Customer by Immervox on BT or other Supplier’s supplied Customer access lines as described in this Service Schedule

Equipment means any equipment or hardware supplied by Immervox or its suppliers as part of the Services.

Excess Construction Charges means a charge that Immervox may apply for resources (including equipment) required to provide a Service, or an aspect of a Service to a Site that exceeds the level of resources normally required to provide a Service to a Site.

Fault Ticket means the log opened and maintained through to completion by Immervox upon receipt of a communication from the Customer notifying Immervox of an issue (incident/fault) with its Service.

Handover Target Date means the target date by which Immervox will commission the Service and make it available to the Customer.

Immervox Help-desk means the helpdesk made available by Immervox for the Customer to report any faults or to raise any queries as detailed in the Service Level Agreement in the Service Schedule, or as notified to the Customer from time-to-time by Immervox.

Incompatible Services means any service on a Line which is incompatible with the provision of the DSL Service.

Installation Charges means any charges associated with the installation of the Services set out in this schedule.

Interconnect means the interconnect from the Customer’s network to Immervox’s partner’s network that facilitates the delivery of the Service.

Internet Service Minimum Period means a period of thirty six (36) calendar months unless stated otherwise on the Order Form, beginning on the Ready For Service date.

Jitter means the variation or difference in the end-to-end delay between received packets of an IP or packet stream.

Latency means the average round-trip packet transmission time between a customer’s router and the source of internet content.

Line means a connection (installed by Immervox’s partners or a third Party Operator) from the Customer to Immervox’s partner’s network.

Minimum Period means a period of thirty six (36) calendar months or as agreed by both parties for which this Service Schedule will run, beginning on the Commencement Date.

Network Terminating Equipment means any apparatus, software embodied therein, systems, cabling, site documentation and associated facilities provided by or utilised by Immervox’s partner/s at the end of the communication path to the Site to provide a data connection from the Customer Premises Equipment to Immervox’s partner’s network.

Non-Recurring Charges means those charges that are applied to a Customer’s account on an irregular basis (e.g. connection fees, access charges, installations charges, termination charges etc).

Order Form means the form to be completed on each occasion the Customer orders a Service from Immervox.

Order means a request for a connection which is placed by the Customer with Immervox using Immervox’s Order Form.

Packet Loss means when one or more packets of data travelling across a computer network fail to reach their destination

Quarter means each period of three (3) calendar months following the Commencement Date.

Ready For Service Date means the date on which a Connection will be available for use as notified by Immervox to the Customer

Recurring Charges means those charges that are applied to a Customer’s account on a regular basis (e.g. quarterly line rental charges, quarterly access charges, quarterly service charges etc.) as set out in the Order Form.

SDSL means Symmetric Digital Subscriber Line. SDSL allows for medium to high symmetric bandwidths for both downstream and upstream.

Service Bandwidth means the amount of Bandwidth that Immervox allocate on an order.

Service Level Agreement means the service level agreement for the Services as set out in this Service Schedule.

Site means the Customer site(s) to which the Services are to be provided as set out on the Order Form.

Standard Care Service means the service maintenance support provided to the Customer by Immervox on BT or other Supplier’s supplied Customer access lines as described in the SLA contained in this Service Schedule.

TRD means the technical Requirements Document which may need to be completed for the delivery of the Service.

Upstream means the transmission of data from you to Immervox’s partner’s Internet backbone.

Working Hours means 09:00-17:30 Hrs United Kingdom local time, Monday to Friday (excluding bank or public holidays in England).

Wide Area Network (WAN) products

1 Recitals

1.1 This Service Schedule, which contains a description of the ‘Wide Area Network (“WAN”)’ Services, associated Service Levels, and applies to the WAN Services specified on the client’s Order Form,

1.2 In this document, unless otherwise stated or the context requires:

(a) All defined and capitalised terms shall have the same meanings stated in Immervox’s Data specific terms and conditions set out in this document (the “Specific Terms”) or The Standard Conditions (as defined in the Specific Terms); and

(b) The terms of this document are subject to the Specific Terms and the Standard Conditions.

1.3 Immervox offer a range of products and services within their WAN Product Range. Individual Customers may take a unique and bespoke configuration of these services. Consequently, this document by necessity contains a generic overview of the full range of products and services available. Not all the terms and conditions set out in this document will be applicable to all Customers.

1.4 The Services to be provided under a Services Agreement will be specified in the Order Form completed by the Customer and accepted by Immervox. Immervox has no obligation to provide any Service set out or described in this document unless they have been specified in the Order Form and accepted by Immervox.

2 Definitions and Interpretation

2.1 Unless the context otherwise requires or save as specifically defined herein, words and expressions, defined, and the principles of construction set out in the Standard Conditions shall have effect as if set out in this Service Schedule.

2.2 In addition to the definitions set out in the Standard Conditions, the definitions set out below shall apply to this Service Schedule unless the context suggests otherwise.


2.3 The Specific Terms include the Schedules attached to them and references to “Schedule(s)” are references to these Schedules.

3 Description of Service

3.1 Immervox offers two ‘WAN’ service options to Clients which contain a range of elements that Immervox uses to create bespoke network solutions. The options are:

Option 1 – Multi-Protocol Label Switching“MPLS”)

Option 2 – Layer-2

3.2 For the two options above, more detailed service descriptions and associated Service Levels can be found in the relevant sections of this document including the Schedule.

4 Pre-qualification and Ordering of WAN Service(s)

4.1 Order pre-qualification

In order to ensure that you will be able to receive the Services requested, based on options in paragraph 3, by signing the Client Order Form, you agree that the following requirements will be met, along with specific WAN Service elements which are detailed, where appropriate, in the other parts of this Schedule:

(a) That your infrastructure is able to support the Services. This includes, but is not necessarily limited to, checking the following:

(b) That appropriate NTE (Network Terminating Equipment) can be placed on the network to be used at your Site/s.

(c) That Incompatible Services are not present, in particular on PSTN Lines for ADSL (Asymmetrical Digital Subscriber Line) Services.

(d) That you have appropriate network terminating equipment.

4.2 Order Placement

Orders for WAN Services can be requested using the Online Order Form, located at www.immervox.com.

4.3 Client Contact Details

(a) You shall promptly on acceptance of the Order Form provide Immervox with the names and contact details of personnel who shall act as the primary points of contact in connection with this Service Schedule and the Services (“Client Nominated Personnel”).

(b) You shall promptly notify Immervox of any changes to the Client Nominated Personnel.

(c) Immervox shall not be liable for any failure to provide any Services where such failure is due to:

(i) the Client having failed to provide the requisite information or to update such information as required by this paragraph 4.3; or

(ii) Immervox being unable to make contact with the Client’s Nominated Personnel using reasonable efforts.

5 Service Provision

5.1 Immervox sells, and the Client purchases, Services as defined in this Service Schedule.

5.2 Immervox will provide the various elements of the agreed WAN Services in accordance with the appropriate Sections of this Service Schedule.

5.3 If it becomes necessary to modify a Service, then Immervox may, by giving the Client prior reasonable notice, migrate the Client to the modified Service or to a suitable alternative Service. The new Service provided will have the same or improved service levels to those of the Service as originally contracted. If the proposed modified or alternative Service is materially detrimental to the Client, then the Client may cancel the Service without the payment of any early termination charge.

6 Term

6.1 The term of the agreement created pursuant to this Service Schedule (“the Agreement”) shall be twenty-four (24) months from the date hereof or the completion of the Initial Term of the last active order, whichever is the latest. Thereafter the Agreement will continue in force until terminated by either party upon providing at least four (4) calendar months’ prior notice in writing to the other.

6.2 Unless otherwise specified in the Online Order Form the Termination Notice required for each service is 4 calendar months. Upon expiry of the Initial Term of each service, if no Termination Notice is received by Immervox then the Agreement will automatically extend for a further period of twelve (12) months with the exception of wholesale ADSL which is thirty (30) days.

7 Changes to WAN Services

If you wish to request changes made to the WAN Service(s) already agreed under an Order Form, it must be made in writing to Immervox. Acceptance of such a request shall be at the discretion of Immervox.

8 Limitation of Liability

8.1 Without affecting the limitations and exclusions on liability set out elsewhere in the Agreement, Immervox shall not be liable for any matters arising from the loss or unavailability of any Incompatible Services through the provision of the WAN Services, or any other loss or damage arising as a result of the use of or connection to any Incompatible Service.

8.2 Without affecting any of the other terms of the Agreement, Immervox shall not be liable to the Client for any fraudulent or illegal use or any other misuse of the WAN Services.

8.3 In the event that the Client terminates any Access Line over which the WAN Services are provided or enables Incompatible Services which prejudice the ability of Immervox to provide the WAN Services, Immervox shall have the right, at its sole discretion, to suspend or cease the WAN Services and Immervox will have no liability to the Client, or any other party for any such suspension, cease or for unavailability of that or any other WAN Services arising as a result. The Client will be responsible for any additional costs and the time taken for the re-provisioning of any Access Line over which WAN Services are provided and for all costs and expenses incurred by Immervox in the reprovisioning/reconnection of any WAN Services should Immervox agree (in its sole discretion) to reprovision or reconnect such Services.

9 Service Restrictions

9.1 All quotations provided by Immervox for the provision of WAN Services are made subject to survey. Following receipt of an Order Form, Immervox together with any third party suppliers will carry out surveys and network capacity checks/availability in order to validate its estimated charges for the calculation of the Fees and the delivery timescale. Immervox reserves the right to modify or withdraw any quotations and/or delivery timescales previously provided, following completion of such surveys and checks.

9.2 Geographical service variations may apply in some cases. The Client should contact Immervox for more information.

10 Access to the Client’s Site

10.1 To enable Immervox to carry out its obligations under this Service Schedule the Client shall permit or procure permission for, Immervox or anyone acting on Immervox’s behalf (including without limitation any third party suppliers) access to each Client Site and any other premises at all times reasonably requested by Immervox.

10.2 Immervox’s employees and contractors (“Immervox Personnel”) will observe the Client’s reasonable site regulations affecting the applicable Client Site(s) as advised in writing to Immervox reasonably in advance. In the event of any conflict being identified between the Client Site regulations and this Service Schedule, this Service Schedule shall prevail at all times.

10.3 The Client shall ensure that it provides a suitable and safe working environment for Immervox Personnel in relation to work carried out at each Client Site.

10.4 Normally, access to a Client Site will only be required during Business Hours. If Immervox requires access at other times, the Client will permit or procure permission for Immervox Personnel to have access to the relevant Client Sites and will provide such reasonable assistance and information as Immervox may request from time to time. Any request by Immervox to carry out work at other times may be refused by the Client. However, this will prevent Immervox from performing its obligations under this Service Schedule. Any request by the Client for Immervox to carry out work at other times may be refused by Immervox, but if accepted, such work will be charged to the Client at Immervox’s then current rates as detailed in the Miscellaneous Charges Document.

10.5 Where an appointment is agreed for Immervox to work at a Client’s Site, and Immervox Personnel are unable to gain access to the Client Site or carry out the necessary work at the Client Site, Immervox may charge an Abortive Visit Charge, unless it is Immervox’s error. Abortive Visit Charges may also apply if access is made to the Client Site but work is not possible due to the Client Site being a health and safety risk to any Immervox Personnel attending the Client Site, or if the operation or security of any Immervox equipment to be installed at the Client Site may in Immervox’s reasonable opinion be compromised.

10.6 The Client acknowledges that from time-to-time it may be necessary for Immervox or Immervox partner’s suppliers to contact Clients directly in order to carry out its obligations under this Service Schedule and to provide the WAN Services. The Client agrees to give Immervox all information, cooperation and assistance reasonably requested by Immervox in connection with any End-User Site visit including, but not limited to providing End-User contact information to Immervox

11 End-User Equipment

11.1 The Client must, at the Client’s own expense, procure suitable secure accommodation, facilities, assistance and environmental conditions for any Network Terminating Equipment and the Client shall ensure that all necessary power supply, electrical and other fittings are in place and in working order. Failure to carry out and ensure the above shall mean Immervox will not be held responsible for any interruption or failure of the WAN Services caused by any failure by Client to carry out their obligations.

11.2 Various access service options, with or without equipment, are provided by Immervox for the Client depending on the Client’s requirements. These are defined in paragraph 3 of this Service Schedule.

11.3 For all access types Immervox offers two ‘Equipment’ service options to the Client depending on the requirements of the client:

(a) Option 1 – “Wires-Only”, where:

(i) The network-related Customer Premises Equipment (“CPE”) and Routers are not supplied by Immervox and it is the sole responsibility of the Client to source, provide and maintain the CPE and Routers.

(ii) For Customer Premises without Managed Customer Premises Equipment (“MCPE”), the demarcation point is the Wide Area Network (“WAN”) interface of the Network Termination Equipment (“NTE”) or Network Termination Unit (“NTU”) for ADSL Service(s).

(iii) We may deem it necessary that the Service requires an Ethernet Demarcation Device with an optional monitoring line (“EDD”) to allow us and our partners to support the Service effectively. Immervox will supply this device and it will remain the property of Immervox unless otherwise stated on the Order Form. Such device must at all times be connected to this Service for the SLA to be valid. When an EDD is provided the demarcation point is the internal interface on the EDD.

(b) Option 2 – “Wires” and MCPE, where:

(i) The network-related CPE and Routers are supplied and managed by Immervox, such equipment remaining the property of Immervox unless otherwise stated on the Order Form.

(ii) For customer premises with MCPE the demarcation point is the internal interface on the MCPE.

12 Responsibilities of the Parties

12.1 Immervox and its partners shall be responsible for the following aspects of the WAN Services:

(a) Capacity planning and network infrastructure used to deliver the WAN Services.

(b) Providing CPE devices, only where Option 2 (as further described in Schedule 2 to this Service Schedule) has been purchased. These will be pre-configured and will include installation directions (where applicable).

(c) Configuring and providing network ranges in accordance with RIPE and RFC1918 (if applicable).

(d) Traffic prioritisation and bandwidth provision for Immervox products where applicable.

(e) Managing works planned by Immervox’s partners.

(f) Investigating unplanned Service outages. Provided that where any Service outages are caused by an act or omission of the End-User, or any third party other than Immervox’s contractors, Immervox shall be entitled to make an additional charge in respect of any such investigation, and the Client shall pay such additional charges. This shall be calculated in accordance with its standard rates in effect from time to time as described in Immervox’s Miscellaneous Charges Document.

(g) Producing Major Incident Reports (MIR) and Reason for Outage Reports (RFO).

(h) Managing Service queries and requests from Clients.

(i) Advising the Client of updates to Order Forms and Incident tickets.

(j) Provision of a helpdesk for Incident resolution and escalation in accordance with and subject to Clause 17 of this Service Schedule.

12.2 The Client shall be responsible for all other aspects of the WAN Services, including but not limited to:

(a) Verifying via Immervox that certain elements are available to support the WAN Services.

(b) Placing orders via the appropriate method and valid Order Form.

(c) Providing details of the technical elements within the Client’s control including but not limited to IP, network ranges used on the Client’s network, any firewall policies, and justification for any requested public IP addresses.

(d) Ensuring that no Incompatible Services (e.g. BT Products and Services) are provisioned on Client’s line (in particular on ADSL).

(e) Organising testing for site connectivity; this must be completed within one (1) Business Day of Immervox handing service over to the Client. If Immervox does not hear from the Client within this time, the Service will be deemed accepted and invoicing will commence from the In Service Date issued in the handover documentation.

(f) Understanding and agreeing that Immervox does not supply nor support domain names and mail services.

(g) Notifying Immervox of detailed network requirements covering network ports, additional subnets or routing information.

(h) Identifying faults relating to Client Sites and interconnects with assistance from Immervox where appropriate.

(i) Incident Reporting

(j) Notifying Immervox promptly of any changes to Client key contacts.

(k) Notifying Immervox promptly of any Client contact details or address changes.

(l) Notifying Immervox promptly of any changes at a Client Site during installation or in-life that may impact the performance of the WAN Services.

13 Charges and Payment

13.1 Standard Charges – The Client will pay the following Fees in relation to WAN Services, as specified on the relevant Order Form:

(a) An Installation Charge

(b) A Recurring Monthly Charge

(c) Variable charges that may apply from time to time (e.g. for Service upgrades).

(d) Charges for additional care levels or enhanced hardware replacement service levels.

13.2 The charges and payment terms relating to the WAN Services are as set out in the Order Form, this Clause 13 of this Service Schedule. The charges may vary in accordance with the terms of this Service Schedule or otherwise by agreement of the parties.

13.3 WAN Service cancellation charges shall be in accordance with the provisions in Clause 14 of the Specific Terms. Notwithstanding this and pursuant to Clause 15.4 below, where the Client ceases a WAN Service after the In Service Date, the Client shall be liable to pay Immervox Cessation Charges in accordance with Clause 14.1 of the Specific Terms.

13.4 Immervox shall have the right to apply ancillary and additional charges to cover time spent repairing faults where this work is not covered under the terms of the Agreement and for providing or re-arranging Services or equipment. These charges (which, for the avoidance of doubt are “Non-Recurring Charges” and are also known as time- related charges) apply where requests for work to be carried out at a Client Site have been fulfilled as listed with the Miscellaneous Charges Document. These could involve the provision or rearrangement of equipment, wiring, network or services (including, without limitation, work on PSTN and Private Networks). At all times these charges are the responsibility of the Client. Time-related charges will not apply if the Client cancels the appointment, in accordance with Immervox’s cancellation processes in effect from time to time, before an engineer has been assigned to perform the work. Additional charges may be applicable on the day that the works are carried out and these are also the responsibility of the Client.

13.5 Recurring Monthly Charges will be invoiced quarterly in advance. Where an order is provisioned part way through a month, the first invoice will be raised after the In Service Date and invoiced pro-rata to the end of the quarter.

13.6 Non-Recurring Charges will be endeavoured to be invoiced in the subsequent monthly invoice following the date in which the charges have been incurred.

13.7 If the Client instructs Immervox to dispatch an engineer (either an employee or contractor of Immervox or a supplier engineer) to the Client premises to investigate a possible fault with the connection, Immervox reserves the right to charge the Client for any time spent by the engineer in investigating and attempting to remedy the fault should the fault be found to be with the CPE or facilities, or caused by an act or omission of the Client, or any third party other than Immervox’s contractors.

13.8 Immervox shall flow through all charges incurred from its suppliers as a result of an act or omission of the Client. Immervox reserves the right to charge the Client any reasonable fees as may be listed in Immervox’s Miscellaneous Charges Document which includes (but is not limited to) charges for missed engineer appointments, abortive visit charges or time spent by Immervox investigating, identifying or remedying the fault should the fault be found to be caused by an act or omission of the Client, or any third party other than Immervox’s supplier contacts.

14 Cancellation or Suspension of Services

14.1 Either party may cancel a Service at any time after the Initial Term, with four (4) calendar months written notice. The Client may also terminate a Service at any time during the Initial Term with four (4) calendar months written notice, but the Client will be liable to pay any early termination fees, which will be 100% of the remaining rental on contract or as otherwise set out in this Service Schedule.

14.2 Immervox may limit, suspend or cancel all or part of a Service at any time with such notice as is reasonable in the circumstances if:

(a) the supply or use of a Service is, or is to become illegal or unlawful; or

(b) in Immervox’s reasonable opinion, the provision of a service is liable to cause death or personal injury or damage to property.

14.3 Immervox may limit, suspend or cancel all or part of a Service at any time by prior written notice to the Client if:

(a) the Client does not make payment of any undisputed charges on time, and continue to withhold payment seven (7) calendar days after Immervox has issued a written reminder;

(b) the Client consumes the Service in an amount that materially exceeds your credit limit; and,

(c) the Client is not using the service in accordance with material provisions of the Agreement and the Client’s use of a Service interferes with the proper operation of our network and the Client fails to rectify the situation within a reasonable timeframe.

14.4 Where provision of a Service has been suspended under clause 14.3, Immervox may require the Client to pay a re-connection charge if or when Immervox reconnects the Service.

14.5 Immervox may suspend access to any or all Services forthwith in the event that such suspension is:

(a) for the purpose of carrying out scheduled or emergency maintenance, provided such scheduled maintenance and emergency maintenance is carried out in accordance with the Agreement.

(b) to substitute, change, reconfigure, relocate or rearrange Service as agreed with the Client; or

(c) in accordance with an order, instruction or request of any government entity;

14.6 Suspension shall not be a waiver of any right of termination. If Service has been suspended other than for the Client’s breach, Service shall be restored as soon as reasonably possible and the applicable service charges shall be rebated on a pro-rata basis in accordance with the Service Schedule and limited liability as per Clause 8 of the Specific Terms. If the Service has been suspended for any other reason stated within the terms of this Agreement and the Client requests that the Service be restored, Immervox may restore Service after satisfaction of conditions and imposition of charges as Immervox reasonably requires.

14.7 Where the Client cancels an order before the In Service Date, the following fees will apply:

(a) If the Client cancels the Service up to fifteen (15) working days before the RFS date, the Client agrees to pay 75% of the installation fees for the Service as if it had been contracted under the minimum term available, usually twelve (12) months.

(b) If the Client cancels the Service between fourteen (14) and ten (10) working days before the RFS date, the Client agrees to pay 95% of the installation fees for the Service as if it had been contracted under the minimum term available, usually twelve (12) months.

(c) If the Client cancels the Service later than ten (10) working days before the RFS date, the Client agrees to pay 100% of the installation fees for the Service as if it had been contracted under the minimum term available, usually twelve (12) months.

(d) (iv) In addition, if you cancel an FTTC order at any time before the RFS date, you will also be liable for 100% of the underlying WLR3 line service charges for the period of twelve (12) months.

14.8 In the event that a free install is provided, Immervox will calculate the install fee based on a 12 month contract

15 Termination/Cease

15.1 This Service Schedule will become effective on the date specified in the relevant Order Form and shall continue in full force and effect until terminated in accordance with the terms set out in the Agreement.

15.2 Both parties’ obligations under this Service Schedule will continue until this Service Schedule is terminated in accordance with the terms of the Agreement.

15.3 Client may cease a Service in accordance with clause 3.1 of the Standard Conditions.

15.4 In the event of termination of either the Agreement or this Service Schedule or cease of a relevant Service (i) by the Client, other than pursuant to Clauses 5.3 of the Specific Terms or Clauses 8.4 or 9.1 of the Standard Terms; or (ii) by Immervox pursuant to Clause 8 of the Standard Terms, the Client will be liable to pay the Cessation Charges.

15.5 In the event of termination of this Services Schedule and/or the Agreement or cease of a relevant Service by Immervox in accordance with Clause 8 of the Standard Terms the Client shall forfeit any Fees paid in advance.

15.6 The provisions of paragraphs 15.4 and 15.5 will not apply where this Service Schedule is terminated:

(a) By Immervox other than pursuant to Clause 8 of the Standard Terms;

(b) By the Client pursuant to Clause 8.4 of the Standard Terms; or

(c) By the Client pursuant to its right to cease the WAN Service following its demonstration of a materially detrimental modification pursuant to clause 5.3 of the Specific Terms.

15.7 Immervox shall be entitled, upon termination of the Agreement or the cease of all WAN Services (for any reason whatsoever) or expiry of this Service Schedule by giving notice of its intention to re-possess the Equipment, to:

(a) Require the Client (at the Client’s cost and risk) to immediately return the Equipment to such location as Immervox may specify; and/or

(b) Enter any premises, with such transport as Immervox may consider necessary, and repossess any equipment to which Immervox, its agents, contractors or suppliers has title.

15.8 Except as otherwise provided in the Agreement, when the WAN Services end, if applicable, Immervox will either:

(a) Refund any amount in credit on the Client’s account after Immervox has deducted any amount owed to it by the Client: or

(b) Issue a final invoice for the amount owed to Immervox by the Client, which will be payable in accordance with the terms of the Agreement and this Service Schedule.

15.9 Immervox shall take no responsibility for or guarantee that the Client will remain the owner of any CLI or any features of a connection following cease of the WAN Services and/or this Service Schedule.

15.10 Following termination of the Agreement and/or this Service Schedule, or cease of all the Services, Immervox shall be under no obligation to provide the Client with access to any service management tool provided to the Client.

15.11 The Client shall not be permitted to place any additional Order Forms from the date on which a notice of termination of the Agreement or this Service Schedule has been served by either party, unless otherwise agreed by both parties in writing.

16 Exit Procedures

16.1 Subject to paragraph 13.3 below, in the event that either Immervox or the Client gives notice to cease a Service at any time, and the Client wishes to transfer its connections to a third party supplier, Immervox agrees to assist the Client where reasonably possible with the migration of all connections to the Client’s third party supplier. Any assistance provided by Immervox shall be charged for by Immervox and paid for by the Client, on a time and materials basis calculated in accordance with Immervox’s standard rates in effect from time to time.

16.2 Immervox and the Client agree that they will work together to ensure, so far as reasonably possible, that such migrations take place within mutually agreeable timescales and with minimum disruption.

16.3 Notwithstanding any applicable charges to cease the Service pursuant to the Agreement, all migration costs incurred by the Client in connection with the migration of the connections under this paragraph 13 will be the responsibility of the Client. For the avoidance of doubt, the Client shall at all times remain liable for payment of any charges up to and including the date of actual migration of the connections.

17 WAN Service Level Agreement (“SLA”)

17.1 This paragraph 17 contains the details of the Service Levels covering all aspects of the WAN Services unless otherwise specified for specific WAN Network and Service elements.

17.2 Service Characteristics - Immervox Client Services

Immervox shall provide the Client with support in the delivery of the WAN Services through the provision of a helpdesk and escalation management with respect to orders, Incidents and Service maintenance in accordance with Schedule 2 of the Agreement.

17.3 ADSL, Broadband FTTC, FibreExpress (EoFTTC) and EtherExpress (EFM) Performance Guarantee

Immervox does not guarantee local loop quality and therefore cannot guarantee that all lines can support the WAN Services.

17.4 WAN Provisioning

Immervox will provide a WAN provisional Ready For Service date (“RFS Date”) for each bespoke WAN solution provided. These will take account of specific service elements detailed in Sections 1 to 3 of this Service Schedule. Immervox shall use reasonable endeavours to meet the RFS Dates, but they are estimates only, and Immervox shall have no liability for failure to meet the RFS Dates.

17.5 WAN Performance Targets

The following Service performance targets (“Performance Targets”) apply in respect of Immervox’s WAN Services (EXCLUDING ADSL):


Note 1: Latency is defined as the average transmission time between one Customer Edge (“CE”) Router and another CE Router. Latency shall be measured by Immervox’s partner, and is calculated by averaging sample measurements taken during a calendar month between CE Routers.

Note 2: Jitter shall be measured by Immervox’s partner, and is defined as the variation or difference in the end-to-end delay between received packets of an IP or packet stream. Jitter is usually caused by imperfections in hardware or software optimization and varying traffic conditions and loading. Excessive delay variation in packet streams usually results in additional packet loss, which affects quality.

Note 3: Packet Loss occurs when one or more packets of data travelling across a computer network fail to reach their destination. Packet loss is distinguished as one of the three main error types encountered in digital communications; the other two being bit error and spurious packets caused due to noise. Packet loss shall be measured by Immervox’s partner.

(a) The above Performance Targets are for a one-way trip from CE to CE. Performance metrics are only recorded by Immervox’s partner’s network monitoring system for those CE to CE routes between Sites in respect of which the Client and Immervox have agreed that end-to-end performance is to be measured. Performance against the above targets will be reported as the average value for a one-way trip against each reported CE to CE route during a calendar month.

(b) The impact of packet loss on voice quality is dependent on the voice codec used. You shall ensure that you adjust your voice system settings to compensate where low bandwidth circuits are used.

(c) For the avoidance of doubt, any periods during which Scheduled Maintenance or Emergency Maintenance are carried out are excluded from the calculation of the Performance Targets.

17.6 WAN Availability Targets

(a) Core Network and Services Availability Targets

Immervox will aim to provide a monthly average overall core network and Services availability of not less than 100% under normal circumstances for the WAN network elements between Immervox’s partner’s routers connected to the Immervox partner’s network. Such target availability of 100% is for your information only and shall not in any manner represent a commitment by Immervox to meet such availability target, and Immervox shall have no liability (and no obligation to pay Service Credits) for failure to do so.

Immervox shall use reasonable endeavours to:

(i) ensure that Emergency Maintenance does not exceed 3 hours in total in any calendar month;

(ii) ensure that Scheduled Maintenance does not exceed 3 hours in total in any calendar month; and

(iii) provide the Client with not less than 48 hours’ notice of any Scheduled Maintenance.

(b) WAN Service Availability Target per Site

Subject to any differences detailed in the Access Network and Services provisions in Section 3 of this Service Schedule, the Service availability (as defined below) Service Levels per Site depends on the level of resilience deployed, as set out in the table below (“Service Availability Target”).

Table: Availability Service Levels and Service Credits due


(c) Availability shall be measured and calculated using Immervox’s standard processes, tools and methodologies in effect from time to time (as determined by Immervox). For the avoidance of doubt, any fault or series of faults resulting in a period of unavailability or downtime which has a common cause in one twenty-four (24) hour period, shall be deemed to be one Incident.

(d) Downtime or unavailability relating to or caused by any of the exclusions listed in 14.8 will not be treated as a period of unavailability in any WAN Service availability calculation.

17.7 Client Incident Reporting

(a) Incident Reporting

Subsequent to the Client undertaking Checks, the Client shall report Incidents to Immervox by email or telephone supplying the information and details requested by Immervox, including without limitation a complete description of the Incident (“Incident Report”).

Where Immervox did not provide the CPE, you must, at the time of reporting the Incident, provide:

(i) A copy of the attached device running configuration.

(ii) A copy of the attached device (or non-Cisco equivalent) output.

(iii) A copy of the attached device (or non-Cisco equivalent) output for the interface facing Immervox during the outage.

(iv) Such logs, traceroute or related output as are required by Immervox to demonstrate the Incident as experienced.

(b) Immervox Automated Monitoring System

Immervox’s automated monitoring system will not detect every type of Incident. You shall be responsible for reporting any issues to Immervox as soon as possible. Where Immervox detects an Incident, we will investigate and where appropriate we will record this in the Immervox incident management system.

(c) Incident Qualifying Time

(i) All Incidents will be acknowledged within 2 hours provided that the Incident is reported during the applicable Hours of Service (as detailed in Schedule 4 of the Specific Terms).

(ii) For the avoidance of doubt, the period of time against which Service Credits shall be calculated is defined as “Incident Qualifying Time”.

(iii) “Incident Qualifying Time” is calculated as follows:

• “Start Time” is the time that an Incident is initiated on Immervox’s partner’s incident management system and is the beginning of the Incident Qualifying Time.

For the avoidance of doubt, where the Service is Wires-Only, the Client is responsible for reporting all Incidents and the “Start Time” for such Incidents begins when reported by Immervox to its partner and not upon the Client detecting the Incident.

• “Stop Time” is the time at which the status of the Incident becomes “resolved” or “completed” and is the end of the Incident Qualifying Time. The case may be kept open for monitoring purposes after such time.

• Incident Qualifying Time will run during the Hours of Service for the relevant Service or Incident, and shall be suspended outside of those Hours of Service.

• “Parked Time” is time during which Immervox’s partner is unable to progress the resolution of the Incident and for the avoidance of doubt is deducted from the Incident Qualifying Time for reasons including, without limitation where:

(a) Immervox has requested information missing from the Client Incident Report or where the information provided is inaccurate or incomplete.

(b) Immervox is awaiting power up/down of the Client’s equipment.

(c) Immervox is awaiting the Client to provide the availability for a visit appointment.

(d) The Client is unavailable to respond to Immervox.

(e) Where ADSL or Broadband FTTC Standard Care Services apply, Parked Time commences when a visit appointment is agreed with the Client until the visit appointment date/time slot becomes live.

(f) Where ADSL or Broadband FTTC Enhanced Care services apply, and a Client’s Site does not have 24 x 7 access and Immervox requests an engineer visit to the Client’s Site when the Client is available for a visit. Parked Time commences when a visit appointment is agreed with the Client and ends when the visit appointment date/time slot commences.

(g) Access is unavailable at the Client’s Site at an agreed time for a visit. Parked Time commences when the Client Site visit starts until a re-scheduled appointment becomes live.

(d) Target Resolution Times

Any reference to Priority Classifications below shall be read in conjunction with the Incident Case Prioritisation of the Agreement.

Unless otherwise detailed in this Service Schedule, Immervox shall use reasonable endeavours to resolve a Service affecting Incident within the Target Resolution Time from the time such Incident has been recorded at Immervox’s partner’s Network Operation Centre (“Incident Report”).

Table: Target Resolution & Escalation Times


Immervox reserves the right to extend the above timescales where, acting reasonably, it determines that this is appropriate due to the complexity of the Incident, where Immervox’s partner is dependent on a third party for resolution of the Incident or for other reasons beyond Immervox’s reasonable control. Where it does so, (i) no Service Credits shall be payable by Immervox for failure to meet the Target Resolution Time in the above table, and (ii) Immervox shall use reasonable endeavours to eliminate or reduce the impact of the Incident by provision of a workaround, with a permanent correction to follow.

(e) Incident – Progress Updates

Immervox shall use reasonable endeavours to provide the Client with regular progress updates for all Incidents reported by the Client and, in particular, shall use reasonable endeavours to provide progress reports for Priority 1 and Priority 2 Incidents no less frequently than as listed in the table above, or as otherwise agreed in writing by the parties.

(f) Incident/Faults – Resolution

An Incident is resolved when the Service is no longer affected (as determined by Immervox, acting reasonably) and this may be by means of a temporary work-around until a permanent network solution is available.

(g) Escalation Process

In the event of a Priority 1 or Priority 2 Incident Report remaining unresolved for a period in excess of the Target Resolution Time in this Service Schedule, the Client shall be entitled to escalate the matter in accordance with Schedule 2 of the Agreement.

(h) Service Credits

Except as otherwise provided in this Service Schedule, Service Credits are applied as follows:

(i) Failure to meet the Service Availability Target: Where Immervox fails to achieve the Service Availability Target set out in Clause 17.6(b) at any Client Site in any calendar month the Client may claim Service Credits for the affected Service.

To claim a service credit the Client must submit the following to Immervox within 20 days from the date upon which the relevant Incident first occurred:

• The Immervox Incident case reference.

• The date and time of the first contact with Immervox; and

• A request for the applicable service credit.

If the Client fails to submit the above information and service credit request to Immervox within such 20 day period, the Client shall be deemed to have irrevocably waived its right to any service credit that would otherwise have been payable in respect of that Incident.

(ii) Failure to meet Target Resolution Times: Where Immervox fails to resolve a Priority 1 or Priority 2 Incident within the Target Resolution Time, the Client may claim the following Service Credits for each Site affected (as determined by Immervox):


17.8 Exclusions

Immervox shall not be liable to pay Service Credits, where such failure is due to any of the following:

(a) any matter beyond Immervox’s reasonable control (as described in the Agreement).

(b) Scheduled or Emergency Maintenance.

(c) Any service-affecting fault that is not classified by Immervox as a loss of service.

(d) Failure because the Services purchased are Wires-Only and the Client has not provided suitable CPE or configuration to take advantage of a backup circuit that forms part of the Service availability (eg a Backup EFM or ADSL circuit).

(e) Works carried out by anyone other than Immervox or its partner/s.

(f) Where the Service failure resides on the PSTN line owned or provided by anyone other than Immervox’s partner or its suppliers.

(g) Failure by the Client to provide prompt assistance and information including Checks, as requested by Immervox.

(h) Any network incident that is raised by the Client that is subject to inaccurate or incomplete information.

(i) Failure by the Client to respond to an enquiry from Immervox or any third party acting on its behalf which delays, hinders or prevents Immervox from performing its obligations.

(j) Where the service is FTTC, the Client connects any telephony equipment to the PSTN line.

(k) Incidents, delays and failures by Immervox to meet any Service Levels which are caused by denial of service attacks.

(l) Where the fault is proven to be caused by the Client.

(m) Faults which are associated with physical cable breaks or vandalism within the network. Estimated restoration of Service will be communicated to the Client via the Immervox helpdesk.

(n) This commitment excludes problems caused by power disruption at the Client’s premises, the Client’s router and/or associated cabling and/or any other hardware, software, materials or services not provided by Immervox. This commitment does NOT apply to transit customers.

17.9 Aggregate Service Credit Cap

Notwithstanding any other term of the Agreement, in no event shall the Service Credits payable by Immervox in respect of a Service in any month exceed 75% of the Recurring Monthly Charges payable by the Client in respect of that Service in that month. 

SCHEDULE 1 – MPLS (MULTI-PROTOCOL LABEL SWITCHING)

1 Core Network: MPLS Service Description

The MPLS Core network is a mandatory element of the Immervox MPLS Service and is described as follows:

1.1 Multi-Protocol Label Switching (MPLS) is a mechanism in our partner’s telecom network which enables the direction and carrying of data from one network node to the next. MPLS makes it easy to create "virtual links" between distant nodes. It can encapsulate the packets of various network protocols.

1.2 Immervox MPLS is a protocol-agnostic, data-carrying mechanism. In an MPLS network, data packets are assigned labels. Packet-forwarding decisions are made solely on the contents of this label, without the need to examine the packet itself. This allows Immervox to create end-to-end “IP VPN” (Internet Protocol Virtual Private Network) circuits across any type of transport medium, using any protocol. The primary benefits are (a) the elimination of the dependence on a particular Data-link Layer technology, and (b) the elimination of the need for multiple Layer 2 networks to satisfy different types of traffic. MPLS belongs to the family of packet-switched networks

1.3 Immervox MPLS provides the ability for multiple Virtual Private Networks (VPNs) within the core. Any access can connect to a single VPN. Ethernet and Leased Line Services can optionally connect to additional VPNs using logical Layer-2 separation such as VLAN. Bandwidth is assigned per VLAN and cannot be shared over multiple logical connections on a physical access. ADSL, Broadband FTTC and some FibreExpress Services connect to a single VPN only.

1.4 Through multiple classes of service real-time traffic can share the same network with non-real-time traffic enabling the MPLS network to support voice, video communications and other prioritised data.

1.5 client Sites are connected to the core MPLS Service through a range of technologies including Fibre Ethernet, EFM, FTTC and ADSL.


2 MPLS Service Restrictions

Please refer to Clause 9 of this Service Schedule unless otherwise specified in the relevant provisions of the Access and Service Options section detailed below.

3 Responsibilities of the Parties in relation to MPLS

Please refer to Clause 12 of this Service Schedule unless otherwise specified in the relevant provisions of the Access and Service Options section detailed below.

4 MPLS Charges and Payments

Please refer to Clause 13 of this Service Schedule unless otherwise specified in the relevant provisions of the Access and Service Options section detailed below.

5 MPLS Service Level Agreement (SLA)

Unless otherwise specified in the relevant clauses in the Access and Service Options section detailed below, the specific Service Levels set out in Clause 17 of this Service Schedule shall apply for the provision and ongoing support of the MPLS Services by Immervox to the Client.

SCHEDULE 2 – LAYER-2

1 Core Network: Layer-2 Service Description

The Layer-2 Core network is a mandatory element of the Immervox Layer-2 Service and is described as follows:

1.1 Immervox’s Layer-2 allows different configurations such as E-line, E-LAN, E-tree, E-access.

1.2 This enables geographically dispersed sites to share an Ethernet broadcast domain by connecting sites through pseudo-wires.

1.3 Layer-2 services can be presented as “structured” where Immervox defines and presents VLANs at the customer edge and determines which other sites these VLANs connect to or “Unstructured” where a trunked interface is presented, common to all customer sites and the Client will configure their own VLANs, transparently to Immervox.

1.4 In a Layer-2, the local area network (LAN) at each site is extended to the edge of the provider network. Unlike MPLS which manages the routing of “packets”, the provider Layer-2 network emulates a switch or bridge to connect all of the customer LANs to create a single bridged LAN.

2 Layer-2 Service Restrictions

Please refer to Clause 9 of this Service Schedule unless otherwise specified in the relevant provisions of the Access Network and Services detailed in Section 3 of this Service Schedule.

In addition to the above, due to the nature of these Services, Immervox requires the Client to report all faults on the Service as they cannot be proactively detected.

3 Responsibilities of the Parties in relation to Layer-2

Please refer to Clause 12 of this Service Schedule unless otherwise specified in the relevant provisions of the Access Network and Services detailed in Section 3 of this Service Schedule.

Where Immervox is called upon to perform any diagnosis at layer 3 or above, charges shall apply as per Immervox’s Miscellaneous Charges Document.

4 Layer-2 Charges and Payments

Please refer to Clause 13 of this Service Schedule unless otherwise specified in the relevant provisions of the Access Network and Services detailed in Section 3 of this Service Schedule.

5 Layer-2 Service Level Agreement (SLA)

Unless otherwise specified in the relevant provisions of the Access Network and Services detailed in Schedule 3 of this Service Schedule, the specific Service Levels set out in Clause 17 of this Service Schedule shall apply for the provision and ongoing support of the Layer-2 Services by Immervox to the Client


SCHEDULE 3: ACCESS AND SERVICE OPTIONS (“Access Network”)

The following table provides an overview of the access methods and Service options available with different solutions.

Section 3.1 – Ethernet Everywhere (Fibre)

1 Ethernet Everywhere Service Description

1.1 Immervox’s Ethernet Everywhere is aimed at larger businesses with greater connectivity demands. Available across the UK, it offers a dedicated service delivering uncontended fibre access at high speeds.

1.2 Features of Immervox’s Ethernet Everywhere are

(a) Fibre based technology: Ethernet Everywhere uses fibre-based Ethernet technology from the Client premises to the nearest serving network node.

(b) High scalability: Fibre access is provided at speeds from 10Mb/s, with 10Mb/s increments for 100Mb/s circuits; 100Mb increments for 1Gb/s circuits; and 1Gb/s increments for 10Gb/s circuits.

(c) Can be delivered as a Service between a Client premise and our partner’s POP or between two Client premises (Point-to-Point).

2 Ethernet Everywhere Service Restrictions

Subject to Point of Presence (POP) availability and UK only.

3 Ethernet Everywhere Service Level Agreement (SLA)

The specific Service Levels set out in Clause 17 of this Service Schedule shall apply for the provision and ongoing support of the Ethernet Everywhere Service by Immervox to the Client.

Section 3.2 – EtherExpress (EFM)

4 EtherExpress Service Description

4.1 Immervox’s EtherExpress Service is delivered using EFM technology using multiple pairs of copper local loop cable.

4.2 EtherExpress delivers an alternative to fibre-based solutions (such as Ethernet Everywhere) for Clients who may have problems with fibre access to their premises.

4.3 For EtherExpress the maximum distance from the exchange is about 3.5 kilometres after which degradation in the quality of service occurs.

4.4 Features of Immervox’s EtherExpress are:

(a) Dedicated bandwidth: Uncontended copper access is provided at speeds depending on distance of the customer premises from the serving exchange

(b) EFM technology: EtherExpress provides Ethernet by multiplexing over multiple copper wires

(c) Credible back-up service: The Service can be used as a back-up to Ethernet Everywhere.

5 EtherExpress Service Restrictions

In addition to the standard network availability restrictions mentioned in Clause 9 of this Service Schedule, Distance related restrictions also apply, relating to the impact on speed as well as the Client address. At the point of sale Immervox shall estimate the bandwidth achievable based on the information available at the time regarding the distance from the exchange and quality of the copper. The final delivered bandwidth may not match these speeds.

6 EtherExpress Charges and Payments

Please refer to Clause 13 of this Service Schedule as this covers any EtherExpress specific requirements.

7 EtherExpress Service Level Agreement (SLA)

The specific Service Levels set out Clause 17 of this Service Schedule shall apply for the provision and ongoing support of the EtherExpress Service by Immervox to the Client.

Section 3.3 – FibreExpress (EoFTTC)

8 FibreExpress Service Description

8.1 Immervox’s FibreExpress Service is delivered over VDSL (Very High Bit Rate Digital Subscriber Line) technology.

8.2 The speed of the Service is distance dependent.

8.3 Features of Immervox’s FibreExpress are:

(a) Dedicated bandwidth: Uncontended access is provided at a range of speeds up to 20Mbps

(b) FTTC technology: FibreExpress is delivered over copper local loop to a suitable street cabinet and then carried as fibre to the fibre serving exchange.

(c) Credible back-up service: The Service can be used as a back-up to Ethernet Everywhere.

9 FibreExpress Service Restrictions

9.1 In addition to the standard network availability restrictions mentioned in Clause 9 of this Service Schedule, Distance related restrictions also apply, relating to the impact on speed.

9.2 At the point of sale Immervox shall estimate the bandwidth achievable based on the information available at the time regarding the distance from the street cabinet and quality of the copper. The final delivered bandwidth may not match these speeds.

9.3 The PSTN line supplied by Immervox must not be used to make or receive any type of telephone/fax calls at any time. It must not have any equipment connected to it unless specifically instructed in writing by Immervox.

10 FibreExpress Charges and Payments

Please refer to Clause 13 of this Service Schedule as this covers most of the FibreExpress specific requirements.

11 FibreExpress Service Level Agreement (SLA)

The specific Service Levels set out in Clause 17 of this Service Schedule shall apply for the provision and ongoing support of the FibreExpress Service by Immervox to the Client.

Section 3.4 –Broadband (ADSL & Broadband FTTC )

12 Description of Service and SLA

12.1 ADSL:

(a) Asymmetric Digital Subscriber Line (“ADSL”) is a form of DSL, a data communications technology that enables faster data transmission over copper telephone lines than can be provided by a conventional voice-band modem. It does this by utilising frequencies that are not used by a voice telephone call. By using a splitter or micro filters this allows a single telephone connection to be used for both ADSL Service and voice calls at the same time. As phone lines are so varied in quality and were not originally provisioned with ADSL in mind, it can generally only be used over short distances, typically less than 5km.

(b) At a local telephone exchange, the line generally terminates at a DSLAM (Digital Subscriber Line Access Multiplexor) where another frequency splitter separates the voice-band signal of the conventional phone network from the data stream. The data stream, carried by the ADSL physical layer, is typically routed over the service provider's data network to a service centre where the encapsulated IP packets are eventually routed onto a conventional IP network.

(c) On an Asymmetric DSL the upstream (outgoing from the Client user) data transfer rate is lower than the downstream (incoming to the Client User) data transfer rate.

12.2 Immervox’s Broadband FTTC Service is delivered over VDSL (Very High Bit Rate Digital Subscriber Line) technology.

12.3 Quality of ADSL & Broadband FTTC

(a) Immervox does not guarantee local loop line quality and therefore cannot guarantee that all lines can support the prioritised upstream and minimum downstream data rates specified for products where stated.

(b) The achievable bandwidth and data rates of each provisioned ADSL & Broadband FTTC are subject to the quality of the copper, distance from the exchange, and other factors outside Immervox’s reasonable control.

13 Pre-Qualification and Ordering ADSL & Broadband FTTC Service(s)

The Client must check whether their infrastructure is able to support the Service. This includes, but is not necessarily limited to, checking the following:

13.1 That the Client has a PSTN Line capable of taking an ADSL or Broadband FTTC service.

13.2 That an appropriate NTU (Network Terminating Unit) is present on the exchange line to be used.

13.3 That Incompatible Services are not present. Incompatible Services include but are not limited to:

(a) 30k loop

(b) Private circuit

(c) ISDN

(d) Home Highway/Business Highway

(e) Red ABC

(f) RedCare

(g) Featurenet 5000 services

(h) Meter pulse facility

(i) PBX extension lines

(j) An existing ADSL or FTTC Service that is not being migrated

14 Service Restrictions

The Client accepts the following technical constraints relating to the Broadband Services:

14.1 Some limitations within the local loop network may not become apparent through no fault of Immervox until after a Broadband Service has been installed and working for some time, for example copper quality degradation. In such circumstances the Broadband Service may have to be ceased by Immervox, and a rebate of any advance charges (relating to the period following the cease) paid to the Client.

14.2 There may be geographical and technical limitations that inhibit installation of a Broadband Service. The Client accepts that the provision of the Broadband Service is subject to these potential limitations.

15 Responsibilities of the Parties in respect of Broadband

Immervox shall be responsible for verifying via our partner’s Availability Checker prior to placing an order that the Services are available on the Client CLI (Calling Line Identity number). Please note that provisional numbers are not acceptable and it must be a confirmed PSTN number.

16 ADSL Service Level Agreement

16.1 ADSL Service Levels

In addition to the terms set out in Clause 17 of this Service Schedule

Section 3.5 – Network Port

17 Network Port Service Description

17.1 Immervox’s Network Port is aimed at businesses with presence in datacentres where no third party tail circuit is required.

(a) Features of Immervox’s Network Port are high scalability: Fibre or copper access is provided at speeds from 10Mb/s, with 10Mb/s increments for 100Mb/s circuits; 100Mb increments for 1Gb/s circuits; and 1Gb/s increments for 10Gb/s circuits.

18 Network Port Service Restrictions

Subject to our partner’s Point of Presence (POP) availability and UK only.

19 Network Port Service Level Agreement (SLA)

The specific Service Levels set out in the Ethernet Everywhere section of this Service Schedule shall apply for the provision and ongoing support of the Network Port Service by Immervox to the Client.

Section 3.6 - Firewall

20 Description of Service and SLA

20.1 As one of the range of WAN Services options, Immervox delivers a range of firewall services including centralised shared firewalls, dedicated managed devices and co-location for the hosting of a Client’s firewall appliance.

20.2 Full details of the Immervox Firewall Service can be found in the Firewall Service Schedule.

Section 3–7 - Internet

21 Description of Service and SLA

21.1 As one of the range of WAN Services options, Immervox is able to make available an IP Service to the Client providing internet connectivity with speeds from 2Mb/s up to 10Gb/s, and access available via ADSL, SDSL and Ethernet.

21.2 Full details of the Immervox Internet Service can be found in the Data Service Schedule

Section 3–8 – SIP Exchange

22 Description of Service and SLA

22.1 As one of the range of WAN Services options, Immervox can provide connectivity between a Client’s site and the SIP (Session Initiation Protocol) Exchange, a ring-fenced part of our partner’s network exclusively for the use of SIP providers and their Partners. In this way, Clients get access to multiple SIP providers without the need for dedicated connectivity or having to traverse the public Internet. It is however still necessary for a security device or policy to be applied at the Client’s site.

22.2 Delivery of this Service is by way of a fixed-bandwidth 802.1q VLAN added to any site on the MPLS or Layer-2 network, using universally unique IP addressing provided by Immervox.

22.3 The Client shall be responsible for translating the IP addressing to an RFC1918 address if required and the provision, configuration and management of suitable session border controller or firewall services. The Immervox firewall services will not by default, provide network address translation (NAT) suitable for SIP protocol header translation.

22.4 In all other ways, the VLAN into SIP Exchange is treated like any other MPLS Service.

Section 3.9 – Cloud Exchange

23 Description of Service and SLA

23.1 As one of the range of WAN Services options, Immervox can provide connectivity between a Client’s site and the Cloud Exchange, a private interconnect service into multiple cloud providers including Microsoft Azure and Amazon AWS. In this way, Clients get access to their existing (non-Immervox Cloud) cloud services without having to traverse the public Internet.

23.2 Delivery of this Service is by way of a fixed-bandwidth 802.1q VLAN on each of two interconnect points, routed into any Immervox provided MPLS VPN, similar to adding any new site to an existing Immervox provided MPLS network.

23.3 Services may be listed as two line items on the Service Inventory and invoices. Cloud Exchange services are always provided in pairs and cannot be individually ceased or cancelled.

23.4 The Client shall be responsible for applying for connectivity from the cloud provider and providing the necessary connectivity detail, including but not limited to the access key or similar token required for connectivity to be established.

23.5 In all other ways, the connection into Cloud Exchange is treated as a pair of “Network Port” MPLS services and the SLA is calculated as such, based on the service charges of the Cloud Exchange connection only and not any other services on the wider MPLS network.

SCHEDULE 4: HOURS OF SERVICE

All Client calls to Immervox reporting incidents in connection with the WAN Services shall be assigned a priority level. Immervox will make remote support services available to the Client within the hours specified below:


SECTION 3 – GAMMA SPECIFIC PRODUCTS

Internet Products

The terms and conditions incorporated in this order form (“the Order Form”) constitute an addendum to the Company’s Service Agreement. Defined terms used that are not defined in this Order Form shall have the meanings attributed to them in the Service Agreement and any terms of such Service Agreement not expressly amended by this Order Form shall continue to have full force and effect. In case of a conflict between the provisions of this Order Form and the Service Agreement the order of preference shall be as follows:

1) Order Form

2) Service Agreement

This Order Form applies when the Company purchases Immervox’s Leased Line Ethernet Service.

1 Applying for Initial Pricing

1.1 Initial pricing for all Leased Line Ethernet Services shall be obtained by the Company prior to submission of an order.

1.2 Immervox will provide the Company with pricing for the Leased Line Ethernet service. Initial prices for Leased Line Ethernet Services are provided subject to the receipt of complete and valid information.

1.3 Initial prices are provided without Excess Construction Charges (as defined in clause 2.6 below) the requirement for which may become apparent during the order process.

1.4 All prices generated by Immervox, although accurate at the time, are indicative only and subject to site survey. Definitive pricing can only be confirmed at point of order with the underlying access provider.

2 Ordering

2.1 The ordering process for the Leased Line Ethernet Service is set out by your Immervox Account Manager.

2.2 The Company shall order the Leased Line Ethernet Service by first completing a Customer Requirements Form (“CRF”) provided by Immervox, and returning the same to the nominated contact (as set out by your Account Manager) together with the Order Form.

2.3 Immervox shall validate a received CRF before accepting it as an order. Immervox reserves the right not to process a CRF which is incomplete or not completed in accordance with the guidance section of the CRF.

2.4 Immervox shall either provisionally accept or reject the order submitted by the Company. Immervox shall not be obliged to give any reason for the rejection of an order. Provisional acceptance shall be provisional on any necessary site and installation surveys as set out in clause 6 below. Provisional acceptance shall not be binding on Immervox as regards any desired installation or commencement dates which shall be indicative in nature only.

2.5 Immervox may, as part of its provisional acceptance of the order, impose special terms which will be advised to the Company in writing. Any such special terms shall be deemed to be a variation of the Order Form. In the event that Immervox imposes such special terms the Company may cancel its order without penalty within 5 days of notification thereof by Immervox.

2.6 Immervox may vary the initial pricing provided (as set out in clause 1 above) by levying an additional charge where the provision of the Leased Line Ethernet Service, or part thereof, requires the provision of resources that exceed the level of resource which would normally be required to supply such service (“Excess Construction Charges”). Immervox shall notify the Company of any such Excess Construction Charges. The Company shall either accept such Excess Construction Charges, or reject them, in which case the order will be deemed to be cancelled. If the Company neither accepts nor rejects the Excess Construction Charges the order will be automatically cancelled by Immervox 10 days after notification of such charges.

3 Service Provision

3.1 3.1 Immervox reserves the right not to provide the Leased Line Ethernet Service to any site and to withdraw its provisional acceptance of an order for reasons including, but not limited to:

3.1.1 The distance between a site and the point of presence of Immervox or its underlying service provider;

3.1.2 If a site survey finds that a site is not suitable for the provision of the Leased Line

3.1.3 Ethernet Service; or

3.1.4 If the Company does not agree to pay the Excess Construction Charges or any other Charges reasonably levied by Immervox in addition to the Charges initially quoted.

3.2 Subject to clause 3.1 above Immervox will issue a final acceptance of the order to the Company. Such final acceptance will include the agreed date that installation of the Leased Line Ethernet Service can be completed by Immervox (the “Contractual Delivery Date”).

3.3 The Contractual Delivery Date may be later than the Company Required Date shown on the Order Form if a) the Company Required Date falls before the minimum order lead times, , or b) Immervox encounters delays (including, but not limited to, complications connected with the site survey) which could not reasonably have previously been foreseen.

3.4 On a date during the order fulfilment process which will be advised by Immervox to the Company, Immervox or its nominated sub contractor will visit the Company site to install the network terminating equipment (“NTE”).

Within two working days of completion of the installation of the NTE the Service will be connected to Immervox’s partner’s network and, following the successful conclusion of a series of commissioning tests performed by Immervox or its nominated sub contractor, the Service will be deemed to be ready for use and Immervox shall be entitled to invoice the Company for such Service from this date (“the Installation Date”).

The “Service Commencement Date” is subject to the installation by the Company of the required router (whether such is supplied by Immervox or not) and the completion of successful testing of the final installation with Immervox and may be subsequent to the date when the Service is deemed ready for use as set out above. Where the Leased Line Ethernet Service is being used to provide connectivity to an IP telephony service the Service Commencement Date will be further contingent on the Company having successfully completed all necessary work on the provision of such IP telephony service.

Immervox shall be responsible for the provision of the Leased Line Ethernet Service up to the Service Demarcation Point.

3.5 Immervox will use reasonable efforts to install the Leased Line Ethernet Service by the Contractual Delivery Date and perform the commissioning tests within two working days thereafter, all in accordance with the service levels set out in Appendix 1 to this Order Form. The Company acknowledges that all timeframes are estimates only and that service levels are target service levels only. Except as set out in Appendix 1, Immervox has no liability for any failure to meet the Contractual Delivery Date or for any failure to meet any service levels or to repair a fault within any given timeframe.

4 Service Cessation and Cancellation

4.1 The Company may terminate the Leased Line Ethernet Service or part thereof by sending written confirmation of this request to Immervox. Leased Line Ethernet Services to a site may be terminated by the Company on 90 days’ written notice to Immervox provided that the minimum term (as set out in the Order Form) which commences on the Installation Date, has expired.

4.2 Immervox may terminate the Leased Line Ethernet Service or part thereof on 2 months’ written notice to the Company provided that such notice extends the termination date beyond the end of the minimum term as set out in the Order Form for that circuit.

4.3 Immervox may terminate the Leased Line Ethernet Service immediately by notice to the Company if required to do so by a direction of Ofcom.

4.4 If the Company terminates the Leased Line Ethernet Service or part thereof before the end of the minimum term Immervox shall be entitled to invoice the Company with Immervox’s recurring Charges for that Service from the effective date of termination for the remainder of the minimum term.

4.5 The Company agrees that if the Leased Line Ethernet Service or part thereof is terminated for any reason it needs to make alternative arrangements. This clause shall survive the termination of such Service.

4.6 If the Company cancels an ordered Service or any part of it, notwithstanding that such order has only been provisionally accepted by Immervox, the Company agrees to reimburse Immervox for any costs it has incurred in preparing to deliver the Leased Line Ethernet Service in addition to Immervox’s standard cancellation charge. Immervox will take all reasonable steps to mitigate any such costs. If the Order Form includes any Excess Construction Charges or written acceptance of the Excess Construction Charges is provided by the Company, such charges will be payable in full by the Company on cancellation of an ordered Service.

4.7 If the Company requests a change to the Required Date and/or the Contractual Delivery Date (and this has been accepted by Immervox) and subsequently cancels the order any cancellation charge will be calculated on the later of the revised Required Date or Contractual Delivery Date, as the case may be.

4.8 If the cancellation of the order is due to Immervox’s failure to provide the Leased Line Ethernet Service within a reasonable time after the agreed Required Date or Contractual Delivery Date, if later, no cancellation charge will be levied.

5 Changes

5.1 5.1 The Company may request a change to the bandwidth of an installed Leased Line Ethernet Service as follows:

5.1.1 Once a month in respect of an upgrade in the overall bandwidth; or

5.1.2 Once in any 12 month period in respect of a downgrade in the overall bandwidth; or

5.1.3 Once a month in respect of a change to the capacity allocated to either the IP telephony service or the internet service where a converged service is being provided.

All such changes will be made in accordance with Immervox’s standard lead times for such work.

6 Surveys and Installation

6.1 Provision of the Leased Line Ethernet Service will be subject to the completion of a satisfactory site survey by Immervox or its sub contractor. The Company acknowledges that it will be necessary for Immervox or its sub contractor to visit a Company site or sites to conduct such survey and for the purposes of installation.

6.2 Where an appointment is made for Immervox or its sub contractor to visit a Company site, including for the purposes of a site survey or for installation, and the visit cannot be successfully completed due to:

6.2.1 The inability of Immervox or its sub contractor, through no fault of their own, to complete the work;

6.2.2 The inability of Immervox or its sub contractor to gain access to the site or sites or any part thereof which is necessary for the work;

6.2.3 The appointment is broken by the Company; or

6.2.4 Any other reason where Immervox or its sub contractor is not at fault, Immervox will charge the Company with its standard aborted visit charge.

6.3 Unless otherwise agreed in writing between the parties the Company must agree an appointment for installation at a site within 10 days of notification by Immervox of Immervox’s preferred installation date. In the event that the Company does not agree such an appointment, the appointment will be deemed to have been fixed for Immervox’s preferred installation date unless a revised Required Date is subsequently agreed.

6.4 It is the Company’s responsibility to install a router at the Company’s site or sites where this is required and neither Immervox nor its designated sub contractor shall bear any liability for any delays in the provision of the Service due to delay in the installation of such router.

7 Service Assurance and Problem Management

7.1 7.1 The Company’s nominated contacts will be the only point of contact with Immervox for the notification of faults with the Leased Line Ethernet Service and their resolution.

7.2 7.2 Immervox and/or the supplier of such equipment will provide the maintenance of any equipment installed on a site as part of the Service on the Immervox side of the Service Demarcation Point.

7.3 7.3 The Company will report a fault to Immervox only where it reasonably believes the fault

7.4 is not caused by any Company installed equipment or any malfunction on the Company side of the Service Demarcation Point. Immervox shall be entitled to charge the Company with its standard abortive visit charge if a visit results in the fault being traced to any Company installed equipment or any such malfunction (or if Immervox or its sub contractor fails to gain entry to the Company site). Immervox shall also be entitled to invoice the Company for configuring, testing and despatching replacement routers in the even that no fault is subsequently found in the original router or its configuration (where provided by Immervox) or where a fault has been incorrectly diagnosed by the Company.

7.5 7.4 The Company will report any faults using the procedure set out in the Immervox Fault Reporting Guide.

8 Service Constraints

8.1 The Company acknowledges and accepts that there may be certain technical limitations to the Leased Line Ethernet Service as set out in clauses 8.2 to 8.4 below.

8.2 There may be technical or geographical limitations which do not enable the Leased Line Ethernet Service to be installed. Provision of the Service is conditional on a site survey when such limitations will normally become apparent. In the event that a site survey reveals that the required Leased Line Ethernet Service cannot be installed Immervox will cancel the order without charge to the Company.

8.3 If during the commissioning of the Leased Line Ethernet Service it is found that, despite the reasonable endeavours of Immervox and/or its sub contractor, the agreed bandwidth performance cannot be achieved, Immervox will cancel the order without charge to the Company.

8.4 Certain technical limitations may not become apparent until after the Leased Line Ethernet Service has been installed and has been working for some time. In such cases where no alternative solution can be found, Immervox shall be entitled to withdraw the Leased Line Ethernet Service and will issue a credit or credits to the Company for any Charges which have already been invoiced to the Company in relation to the Leased Line Ethernet Service (save for any charges for abortive visits).

8.5 In the circumstances referred to in clauses 8.2 to 8.4 above, and notwithstanding anything to the contrary in this Order Form or in the Service Agreement, Immervox shall have no liability to the Company for any failure to provide the Leased Line Ethernet Service, the performance of the Leased Line Ethernet Service, its effect on any other services or equipment or the withdrawal of the Leased Line Ethernet Service, save as set out above.

9 Equipment

9.1 Equipment provided by Immervox or by its sub contractors for the delivery of the Leased Line Ethernet Service (“the Equipment”) remains the property of Immervox or its sub contractors, as the case may be, and the Company shall acquire any property in it. Immervox will provide the network terminating equipment and may provide the Company premises router where such has been ordered from Immervox by the Company. In cases where the Company supplies such router Immervox does not guarantee that any such router will be compatible with and/or suitable for use with the Leased Line Ethernet Service provided by Immervox. Immervox shall be entitled to charge (at its then current standard rates) for any configuration or other work performed by itself or any of its sub contractors which is required to bring any router supplied by the Company into a state where it is compatible with the Leased Line Ethernet Service.

9.2 The Company shall provide a suitable place, conditions, connection points and electricity supply for the Equipment according to Immervox’s reasonable instructions and carry out any site preparation work reasonably required by Immervox.

9.3 The Company shall obtain all necessary third party consents required in relation to building alterations or additions, access to land or other permission required to install the Equipment or, where this is carried out by Immervox or its sub contractor, shall render all reasonable assistance required by Immervox.

9.4 The Company is responsible for the Equipment and shall be liable to Immervox for any loss or damage to it save where such loss or damage is caused by fair wear and tear, is caused by Immervox, its sub contractor or anyone authorised to act on their behalf. The Company shall take all reasonable steps to prevent any damage to the Equipment and to prevent anyone (except anyone acting on Immervox’s or Immervox’s sub contractor’s behalf) from adding to it, modifying it or interfering with it in any way.

10 Connection

10.1 Any equipment connected to the Leased Line Ethernet Service must be technically compatible with the Leased Line Ethernet Service and connected and used in compliance with any applicable instructions, standards or laws. Any such equipment should not cause any damage to the Immervox network, the Leased Line Ethernet Service, the Equipment, any other customer’s network or the network of any underlying service provider.

10.2 The Company agrees to only connect equipment to the Leased Line Ethernet Service by using the CPE provided by Immervox.

10.3 If the Company, become aware that any equipment connected to the Leased Line Ethernet Service does not comply with the relevant instructions, standards or laws they should immediately disconnect the equipment or ensure its immediate compliance. Failure to disconnect non-compliant equipment will result in Immervox disconnecting it at the Company’s expense.

10.4 Immervox will not be liable for any failure to meet any service levels or any failure of the Immervox 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 clause 10.

11 Access

11.1 Immervox and/or its 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 the Company requests 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.

11.2 The Company will provide access to the site to Immervox and/or its sub contractor for the purposes of site surveys, installation or otherwise as required for the provision of the Leased Line Ethernet Service. The Company shall provide and procure that the End User provides a suitable and safe working environment for Immervox’s employees and authorised sub contractors at the site. The Company shall indemnify Immervox and its sub contractors for death or personal injury claims or actions threatened or brought against them resulting from the Company’s breach of this clause 11.2, save where such claim or action results from Immervox’s negligence or that of its employees, sub contractors or agents acting in the course of their employment or agency.

11.3 Immervox agrees to observe and ensure that its employees observe the Company’s reasonable security and safety requirements insofar as these are communicated to Immervox or its employees.

11.4 It is the responsibility of the Company to make good or re-decorate any areas of the site affected by the installation of the Leased Line Ethernet Service save where any damage is caused by Immervox’s negligence in which case the limitation of liability provisions of the Service Agreement shall apply.

12 Use of Service

12.1 If Immervox notifies the Company (or the Company becomes aware) that the Leased Line Ethernet Service is being used in breach of the Use of Services provisions contained in the Service Agreement the Leased Line Ethernet Service will be disconnected if the breach continues. If the Company continues to use the Leased Line Ethernet Service in breach the Company will immediately disconnect the Leased Line Ethernet Service.

12.2 If the Company uses the Leased Line Ethernet Service in breach of the Use of Services provisions of the Service Agreement Immervox may suspend the Leased Line Ethernet Service, insofar as is reasonable in the circumstances, without prejudice to Immervox’s rights of termination under this Order Form.

13 General

13.1 The Company shall not use Immervox’s or Immervox’s sub contractors’ name or any registered or unregistered trade marks or service marks of Immervox or its sub contractors without the prior written consent of Immervox.

13.2 If the Company is entitled to one or more service credits under the provisions of Appendix 1 the Company acknowledges that Immervox’s liability in relation to the subject of such service credits is limited to the amount of such credit.

ACCEPTABLE USE POLICY

Data Services

1. Introduction

1.1. The following list details all the uses of Immervox Data services that we consider unacceptable - in other words, unfair usage. Immervox maintains and promotes a policy of fair and acceptable usage at all times, so please ensure that any use of Immervox services, by yourself, or anyone in your household or office abides by the restrictions listed below.

1.2. Please ensure that anyone who uses your Immervox Internet service agrees with this Policy and is aware of their obligations under it. This extends to your employees or office workers, members of your household, children, guests and any one accessing the network through your home or office.

2. What can Immervox services not be used for?

2.1. Unlawful, fraudulent, criminal or otherwise illegal activities

2.2. Sending, receiving, publishing, posting, distributing, disseminating, encouraging the receipt of, uploading, downloading or using any material which is offensive, abusive, defamatory, indecent, obscene, unlawful, harassing or menacing or a breach of the copyright, trademark, intellectual property, confidence, privacy or any other rights of any person

2.3. Commercial purposes (unless you are a customer who is working from home as a sole trader in business on your own account or a Business customer in which case see below for limits on certain types of commercial use)

2.4. Sending or uploading unsolicited emails, advertising or promotional materials, offering to sell any goods or services, or conducting or forwarding surveys, contests or chain letters except that customers working from home as a sole trader in business on their own account or Business customers are permitted to send marketing communications in accordance with the Privacy and Electronic Communications Regulations 2003 if sent in batches of no more than fifty (50) emails at any time, each individual campaign being sent to no more than five hundred (500) recipients, with no more than five (5) campaigns per month

2.5. Knowingly or negligently transmitting or uploading any electronic material (including, without limit, files that contain viruses, corrupted files, or any other similar software or programmes) which is known or likely to cause, interrupt, damage, destroy or limit the functionality of any computer software, hardware or telecommunications equipment owned by Immervox, its partners, or any other Internet user or person

2.6. Activities that invade another’s privacy, cause annoyance, inconvenience or needless anxiety to any person

2.7. Activities that are in breach of any other third party’s rights, including downloading, installation or distribution of pirated software or other inappropriately licensed software, deletion of any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, falsification of the origin or source of any software or other material

2.8. Anything that may disrupt or interfere with our partner’s network or services or cause a host or the network to crash

2.9. Launching “denial of service” attacks; “mailbombing” attacks; or “flooding” attacks against a host or network

2.10. Granting access to your Immervox services to others not residing at, or located at the premises at which these Internet services are provided

2.11. Making excessive use of, or placing unusual burdens on, the network, for example by sending or receiving large volumes of email or excessively large email attachments

2.12. Circumventing the user authentication or security process of a host or network

2.13. Creating, transmitting, storing or publishing any virus, Trojan, corrupting programme or corrupted data

3. What about security?

3.1. You are responsible for ensuring that any confidential account information held by you remains confidential so that the network cannot be used by any unauthorised person.

3.2. The Account information referred to includes, but is not limited to, those controlling access to (a) any computer hardware systems or networks; (b) any computer software or applications; or (c) any other services accessed by you in the use of either of the above.

3.3. You shall not disclose any account information to any third party, or use the same for any purpose connected with the improper use of the network including accessing or attempting to access other parts of the services for which you do not have access rights. You are responsible for taking all reasonable steps necessary to prevent a third party obtaining access to the network. You must immediately advise us if you become aware of any violation or suspected violation of these Security provisions.

4. What about usage by others without you knowing?

4.1. You are responsible for all uses made of Immervox Internet services through your account (whether authorised or unauthorised) and for any breach of this Policy whether an unacceptable use occurs or is attempted, whether you knew or should have known about it, whether or not you carried out or attempted the unacceptable use alone, contributed to or acted with others or allowed any unacceptable use to occur by omission. You agree that Immervox is not responsible for any of your activities in using the network. Although the Internet is designed to appeal to a broad audience, it’s your responsibility to determine whether any of the content accessed via Immervox’s Internet service is appropriate for children or others in your household or office to view or use.

5. Anything else you should know?

5.1. Immervox does not accept the sending of spam email through its services and reserves the right to block any emails that have the characteristics of spam. You’ll be contacted by Immervox if any emails sent by you are blocked for this reason. Any spamming activity may result in suspension or termination of your service at Immervox’s option and sole discretion.

6. What about excessive network usage?

6.1. Where services are supplied with an unlimited monthly usage policy, and it is determined that any customers Internet activities are so excessive that other customers are detrimentally affected, Immervox may give the customer generating the excessive web traffic a written warning (by email or otherwise). In extreme circumstances, should the levels of activity not immediately decrease after the warning, Immervox may terminate that customer’s services.

6.2. DSL Broadband Services subject to a monthly usage allowance will be billed at the rate of £1.50 per GB of additional data use over and above the allowance for that month.

7. What happens if the Policy is breached?

7.1. If any customer’s use of these services constitute a breach of this Policy, Immervox may, at its option and discretion, either give the customer notice to stop the unacceptable use(s) or terminate that customer’s services (with or without notice as Immervox considers appropriate).

7.2. To report any illegal or unacceptable use of Immervox services, please send an email to [javascript protected email address]

SECTION 2 – VIRTUAL 1 SPECIFIC PRODUCTS

Internet Products

1 Application

1.1 This Service Schedule, which contains a description of the Internet Services, associated Service Level Agreement (SLA) and applies to the IP Services specified on your Order Form, forms part of Immervox’s Service Schedule 1.2, which is supplemental to the Service Agreement (“Service Agreement”)

1.2 Definitions and Interpretations to this Service Schedule are set out in Annex 1 and apply in addition to the definitions and interpretations set out in the Service Agreement.

1.3 Both Parties’ obligations under this Service Schedule will commence from the date of signature on the Service Order Form.

2 Description of Service

2.1 Immervox delivers a business-grade ‘Internet’ service. Immervox provides high speed, reliable and scalable internet connectivity with speeds from 2Mb/s up to 10Gb/s, and access available via ADSL, SDSL, SDH, EFM (Ethernet in the First Mile (EFM)), FTTC Ethernet (Fibre-to-the-cabinet (FTTC)), and Ethernet over Fibre.

2.2 By combining the networks of multiple tier1 transit providers via our partners, Immervox delivers a highly resilient Internet service which guarantees the fastest connection available at any time. In addition, there is no single point of failure – if any of the individual routes should go down, traffic is automatically re-routed to ensure that a customer’s business stays connected at all times.

2.3 Immervox can deliver Internet breakout for any managed or unmanaged MPLS solution. This means that your organisation can breakout directly from the core and utilise the our shared firewall service. By having a centralised Internet breakout, you can avoid a single point-of-failure for Internet and benefit from economies of scale whilst enjoying the flexibility of immediate expansion. Immervox’s Firewall service is covered in a separate schedule.

2.4 To support the service Immervox supplies and installs eight network options:

2.4.1 Option 1: an Asynchronous Digital Subscriber Line (ADSL) at the end customer site. ADSL is a data communications technology that enables faster data transmission over ‘contended’ copper telephone lines than can be provided by a conventional voice-band modem. It does this by utilising frequencies that are not used by a voice telephone call. By using a splitter or micro filters this allows a single telephone connection to be used for both ADSL service and voice calls at the same time. As phone lines are so varied in quality and were not originally provisioned with ADSL in mind, it can generally only be used over short distances, typically less than 5km. At a local telephone exchange the line generally terminates at a DSLAM (Digital Subscriber Line Access Multiplexor) where another frequency splitter separates the voice-band signal of the conventional phone network from the data stream. The data stream, carried by the ADSL physical layer, is typically routed over the service provider's data network to a service centre where the encapsulated IP packets are eventually routed onto a conventional IP (Internet Protocol) network. On an Asymmetric DSL the upstream (outgoing from the Customer) data transfer rate is lower than the downstream (incoming to the Customer) data transfer rate.

2.4.2 Option 2: a Synchronous Digital Subscriber Line (SDSL) at the end customer site. Immervox’s Synchronous Digital Subscriber Line (SDSL) is a 2 Mb/s Digital Subscriber Line (DSL) variant. It runs over one pair of copper wires, with a maximum range of about 3 kilometres. The main difference between ADSL and SDSL is that SDSL has the same upstream data transfer rate as downstream (symmetrical). However, unlike ADSL, it cannot co-exist with a conventional voice-band service on the same pair as it requires the entire bandwidth to operate. See Immervox’s DSL Service Schedule for further details.

2.4.3 Option3: Synchronous Digital Hierarchy (SDH) 2Mb/s Leased Lines are one of the network access options that Immervox provides. Immervox delivers these point-to-point Leased Line connections (also known as Private Circuits) for Customers that require dedicated, alwayson,fixed bandwidth connectivity between two points, for transporting data, internet and/or voice traffic. Immervox. provides flexible bandwidth options where we can offer guaranteed availability for 2Mb/s (E1), 34Mb/s (E3), 45Mb/s (DS3), 155Mb/s (STM-1) and 622 Mb/s (STM-4). Many other bandwidths are supported and we’ll always work with you to meet your needs.

2.4.4 Option 4: an EFM circuit at the end customer site. This is an uncontended copper access service delivered over Ethernet in the First Mile (EFM) technology. EFM is provided at speeds up to 45Mb in London and 20Mb nationwide, it is distance related and therefore actual bandwidth will not be confirmed until service handover. In the event that the bandwidth sold is not achievable, then the next bandwidth option available will be deployed and the associated rental will be charged.

2.4.5 Option 5: an Ethernet over Fibre circuit at the end customer site. This is a dedicated service delivering uncontended fibre access at high speeds. Its high scalability allows bandwidth to be increased quickly and easily in increments from 10Mb, with 10Mb increments for 100Mb circuits and 100Mb increments for 1Gb circuits

2.4.6 Option 6: a VLAN over an existing MPLS or VPLS service. This is a logical connection sharing the same physical Ethernet circuit as other private WAN services delivered to the End Customer site. Wires only customers will need a CPE router capable of handling 802.1q VLANs and VRF routing tables. This service is only available on Ethernet circuits. The MPLS and VPLS services are covered in a separate schedule.

2.4.7 Option 7: an Ethernet port delivered to Immervox’s partner’s Co-Location rack. This works in the same way as an Ethernet over Fibre Internet service but the access circuit between Immervox’s partner’s PoP and the rack location will be a suitable copper or fibre cross-connect rather than a carrier access circuit. The CoLocation service is covered in a separate schedule.

2.4.8 Option 8: a FTTC Ethernet circuit at the end customer site. This is an uncontended copper access service delivered over Fibre to the cabinet (FTTC) technology. FTTC Ethernet is provided at speeds up to 20Mb, it is distance related and therefore actual bandwidth will not be confirmed until service handover. In the event that the bandwidth sold is not achievable, then the next bandwidth option available will be deployed and the associated rental will be charged.

The above options will be supplied with appropriate CPE (Customer Premises Equipment) where appropriate.

2.5 Immervox may provide a “SIP (Session Initiation Protocol) Exchange” Service which delivers local termination of VoIP (Voice over Internet Protocol) calls. Traffic may be originated from any device on the customer’s network then sent to one of Immervox’s SIP carrier partners via the Internet Service. Whilst no QoS or additional SLA can be provided for this service (except when delivered over a fixed, dedicated VLAN), the traffic will be passed from the infrastructure of Immervox’s partner, directly to the SIP gateway rather than over the general public Internet. For Customers using SIP there is no need to convert traffic to TDM.

2.6 Internet service availability and performance are supported by Immervox’s stringent SLA contained in this Service Schedule including 24 x 7 technical and customer support, unless otherwise stated.

3 Ordering Internet

3.1 Order Placement

Orders for Immervox Internet Services and associated access network options can be made using the Order Form

3.2 Customer Contact Details

The Customer shall promptly provide Immervox with details of those of the Customer's personnel with whom Immervox may, in the performance of its obligations in the provision of any of the Services, wish or be required to interface.

The Customer shall fulfil this obligation by completing a “Order Form” and “Customer Configuration Form” to be provided by Immervox.

The Customer shall promptly notify Immervox of any amendments to the details provided to Immervox in accordance with the foregoing.

Immervox shall not be liable for any failure to satisfactorily provide any Services to the extent that such failure is due to:

• the Customer having failed to provide the requisite information or to update such information as required by this paragraph 3.2; or

• Immervox being unable to make contact with the Customer’s nominated personnel due to such personnel being unavailable at times when they should be available.

4 Changes to Internet Services

4.1 If the Customer wishes to have changes made to the Internet service(s) already agreed under an agreed Order, the Customer may request a change in writing to Immervox. Acceptance of such a request shall be at the discretion of Immervox.

5 Limitation of Liability

5.1 Subject to any exclusion in the limitation on liability set out in the Services Agreement, Immervox shall not be liable for any matters arising from the loss of any Incompatible Services through the provision of the Internet Services.

5.2 Immervox shall not be liable to the Customer for any fraudulent, illegal or misuse of the Internet Services.

5.3 In the event that the Customer terminates any access line over which the Internet Service is provided or enables Incompatible Services which materially prejudice the ability of Immervox to provide any of the Internet Services, the relevant Internet Service will be terminated and Immervox will have no liability for any such termination or non-availability of that or any other Internet Services caused by this action. The Customer will be responsible for any additional costs and the time taken for the re-provisioning of any access line over which Internet Services are provided.

6 Service Restrictions

6.1 The standard service is unprotected however back up options can be supplied by Immervox.

6.2 The service is not available to Customers utilising hosted services, unless agreed by Immervox, in writing on the Order Form.

6.3 The service is not available into a data centre or hosting facility unless agreed by Immervox in writing on the Order Form.

6.4 The Service is not designed for Serviced Offices or Multi-Tenanted sites unless otherwise agreed possible and available at Immervox’s discretion.

7 Responsibilities of the Parties

7.1 Immervox shall be responsible for the following aspects of the Internet Services described below. (Note: specific service element details can be found in Sections 1 to 3 of this Service Schedule.)

7.1.1 Capacity planning and network infrastructure used to deliver the Internet Services.

7.1.2 Providing CPE devices (Customer Premises Equipment) for managed services only. These will be preconfigured and will include installation directions (where applicable). Unless otherwise stated in writing on the Order Form, title in such equipment will remain with Immervox.

7.1.3 Providing Engineering support (if required) to the Customer via telephone at the time of the equipment installation. Configuring and providing network ranges in accordance with RIPE NCC and RFC1918 (if applicable).

7.1.4 Traffic prioritisation over consumer products on Immervox’s partner’s network where applicable. (e) Traffic prioritisation and bandwidth guarantees for products where applicable (e.g. SIP Exchange and assured bandwidth on DSL).

7.1.5 Advising the Customer of updates to Orders and Fault Cases.

7.1.6 Provision of a Helpdesk for 1st line fault resolution and escalation.

7.2 The Customer shall be responsible for all other aspects of the Internet Services described below (Note: specific service element details can be found in Sections 1 to 3 of this Service Schedule), including but not limited to:

7.2.1 Provision, configuration and management of the Customer CPE, or other terminating equipment if provided as part of the Internet Services, unless provided as a service by Immervox.

7.2.2 Organising testing for site connectivity; this is to be completed within 1 working day of Immervox handing service over to the Customer. If Immervox does not hear from the Customer after this time, the service will be deemed as accepted and billing will commence from the In Service Date issued in the handover documentation. (c) Understanding that the network demarcation point between Immervox and the Customer will be either the customer facing port on the managed router for managed services or the circuit presentation for wires only.

7.2.3 Recognising that Immervox does not supply nor support domain names and mail services.

7.2.4 Notifying Immervox of detailed network requirements covering firewall policy, network ports, additional subnets or routing information

7.2.5 Notifying Immervox of any changes to Customer key contacts.

7.2.6 Notifying Immervox of any contact details or address changes.

8 Charges and Payment

8.1 Standard Charges - The Customer will pay the following standard charges in relation to Internet Services:

  • An Activation Charge, where applicable.
  • A quarterly service rental.
  • Variable Charges that may apply from time to time (e.g. for service upgrades).
  • Immervox’s standard charges for access circuit rental, include Standard Care service levels. Higher quality Service Levels are available, on some products under the Enhanced Care heading, if the Customer pays a supplement to Immervox.

8.2 The Charges and Payment Terms relating to the Internet Services are as set out in the Order Form, this clause 8 and the Service Agreement. The charges may vary in accordance with the Service Agreement or otherwise by agreement of the Parties.

8.3 Internet Service Cancellation Charges - Except where expressly stated otherwise in this Agreement, if an Internet Service is cancelled at any time after Immervox has entered into a commitment with a Supplier in respect of the Service until the end of the Internet Service Minimum Period, Customer shall pay to Immervox:

8.3.1 any Charges outstanding for that Internet Service at the date of cancellation; and

8.3.2 Termination Charge equal to the Charges which would have been payable for that Internet Service from the date of cancellation to the end of the Internet Service Minimum Period, had it run its full term, based on the following:

  • Notice required by Immervox: 4 calendar month’s written notice
  • Circuit Cancellation Date: 4 months after acknowledgement of receipt of written notice
  • Cancellation Charge: 100% of any outstanding Rental calculated prorata from the Circuit Cancellation Date to the end of the Minimum Period

8.4 In the event the Customer cancels an Order at any time prior to the target ‘Ready For Service’ date, the Customer will pay the Cessation based on the following calculation:

8.4.1 If you cancel the service up to fifteen (15) working days before the RFS date, you agree to pay 75% of the installation fees for the service as if it had been contracted under the minimum term available, usually twelve (12) months.

8.4.2 If you cancel the service between fourteen (14) and ten (10) working days before the RFS date, you agree to pay 95% of the installation fees for the service as if it had been contracted under the minimum term available, usually twelve (12) months.

8.4.3 If you cancel the service later than ten (10) working days before the RFS date, you agree to pay 100% of the installation fees for the service as if it had been contracted under the minimum term available, usually twelve (12) months.

8.5 In the event that a free install is provided, Immervox will calculate the install fee based on a 12 month contract

8.6 Ancillary and additional charges are raised to cover time spent repairing faults where this work is not covered under the terms of the Service Agreement and/or this Service Schedule and for providing or rearranging services or equipment where standard charges are not available. These charges are the Non- Recurring Charges and are also known as timescale charges and they apply to a Customer where requests for work to be carried out on Site have been fulfilled. These could involve the provision or rearrangement of equipment, wiring, network or services (including work on PSTN and Private Networks). At all times these charges are the responsibility of the Customer. Timescale charges will not apply if the Customer cancels the appointment before the engineer has arrived at the Site. Once the engineer has arrived at the Site, the timescale call-out charge will only be applied if work is cancelled or postponed by the customer, or if the appointment is not kept by the Customer. Additional charges may be applicable on the day that the works are carried out and these are also the responsibility of the Customer

8.7 Recurring charges will be billed quarterly in advance. Where an Order is provisioned part way through a month, the first invoice will be raised (5) days after the In Service Date or during a later billing period, if this is not possible. Charges will be invoiced pro-rata to the end on the quarterly billing.

8.8 Non-Recurring Charges will be billed on order.

8.9 If a Customer instructs Immervox to dispatch an Engineer (either an employee of Immervox or a Supplier) to the Customer premises to investigate a possible fault with the Connection, Immervox reserves the right to invoice the Customer for the visit should the fault be found to be with the CPE or facilities.

9 Term and Termination

9.1 This Service Schedule will become effective on the Commencement Date and shall continue in full force and effect until terminated in accordance with the terms set out in this Service Schedule and/or the Service Agreement.

9.2 Both Parties’ obligations will continue for the Minimum Period unless terminated in accordance with terms of the Service Agreement or pursuant to this Clause 9 or pursuant of any service-specific ‘term and termination’ clauses contained in Sections 1 to 3 of this Service Schedule.

9.3 In the event of termination (i) by the Customer of either the Service Agreement or this Service Schedule (without cause); or (ii) by Immervox for the Customer’s Material Breach, the Customer will be liable to pay the Cessation Charges.

9.4 The provision of Clauses 11.3, and 11.4 will not apply where this Service Schedule is terminated:

9.4.1 By Immervox where the Customer is not in Material Breach of any of its obligations under the Service Agreement or any other Service Schedule;

9.4.2 By the Customer where Immervox is in Material Breach; or

9.4.3 By the Customer pursuant to its right to terminate following its demonstration of a material adverse change to the terms of this Service Schedule, as set out in the Service Agreement.

9.5 Immervox shall be entitled, after termination (for any reason whatsoever) or expiry of this Service Schedule by giving notice of its intention to re-possess the Equipment, to:

9.5.1 Require the Customer (at the Customer’s cost and risk) to immediately return the equipment to Immervox; and/or

9.5.2 Enter any premises, with such transport as may be necessary, and repossess any equipment to which Immervox has title.

9.6 When the Internet Services end, if applicable, Immervox will either:

9.6.1 Refund any amount in credit on the Customer’s account after Immervox has deducted any amount owed to it by the Customer: or

9.6.2 Issue a final invoice for the amount owed to Immervox by the Customer, which will be payable in accordance with the terms of the Service Agreement and this Service Schedule.

9.7 Immervox shall take no responsibility for or guarantee that the Customer will be able to continue using any of the associated IP addresses or any features of a connection following a successful cease.

9.8 The Customer shall not be permitted to place any additional Orders from the date on which a notice of termination of the Service Agreement or this Service Schedule has been served by either Party, unless otherwise agreed by both Parties in writing.

10 Exit Procedures

10.1 Subject to Clause 10.3 below, in the event that either Immervox or the Customer gives notice to terminate the Service Agreement or this Service Schedule at any time, and the Customer wishes to transfer its DSL (Only) Connections to a third party supplier, Immervox agrees to assist the Customer where possible with the migration of all connections to the Customer’s third party supplier.

10.2 Immervox and the Customer agree that they will work together to ensure, so far as reasonably possible, that such migrations take place within mutually agreeable timescales and with minimum disruption.

10.3 All migration costs incurred by the Customer in connection with the migration of the Connections under this Clause 10 will be the responsibility of the Customer. For the avoidance of doubt, the Customer shall at all times remain liable for payment of any Charges up to and including the date of actual migration of the Connections.

11 Internet Service Level Agreement

11.1 This Clause 11 contains the details of the SLA covering all aspects of the Internet Service unless otherwise specified for specific Network and Service elements in Sections 1, 2 and 3 of this Service Schedule.

11.2 Service Characteristics

11.2.1 Service Levels: The service levels set out in this Clause 11 shall apply as the service level obligation for the provision and ongoing support of the Internet Services by Immervox to the Customer.

11.2.2 Immervox Support Services: Immervox shall provide the Customer with support in the delivery of the Internet Services through the provision of a 1st line helpdesk and escalation management with respect to Orders, Incidents and Service Maintenance 11.2.

11.3 Internet DSL, EFM and FTTC Ethernet Performance Guarantee: Immervox does not guarantee local loop quality and therefore cannot guarantee that all lines can support the stated Internet Service. Service specific performance guarantees can be found in Sections 1 to 3 of this Service Schedule.

11.4 Internet Provisioning: - Immervox will produce an Internet provisioning target timescale to meet the needs of each bespoke Internet solution provided for the Customer. These will take account of specific service elements detailed in Sections 1 to 3 of this Service Schedule.

11.5 Internet Availability Service Levels: - Unless specified in this Clause 11.5, specific Internet Availability Levels and Calculations for individual network Service elements are defined as appropriate and in detail in Sections 1 to 3 of this Service Schedule. Generic terms are as follows:

11.5.1 Core Network and Services Availability Levels: - Immervox will aim to provide a monthly average overall core network and Services availability of not less than 100% under normal circumstances, for the Internet network elements between the Immervox partner’s routers, connected to the Immervox partner’s network. Such target availability of 100% is for your information only and shall not in any manner represent Immervox’s undertaking or warranty or obligation in respect of the performance of the Service.

11.5.2 Service Levels:

  • Emergency Maintenance will not exceed 4 hours in total in any calendar month
  • Planned Maintenance will not exceed 4 hours in total in any calendar month
  • Immervox will provide the customer with 24 hour’s notice of Planned Maintenance

11.5.3 Internet Service Availability Target per Site: - Subject to any differences detailed in the Access Network and Services Clauses in Section 3 of this Service Schedule, the Service Availability (defined below) target per Site depends on the level of resilience deployed.

Table: Availability Service Levels and Rebate Triggers


Network Access Method Monthly Availability Service Level Service levels triggering rebate payments
1st Rebate Trigger 2nd Rebate Trigger 3rd Rebate Trigger
SDH/Ethernet/EFM/FTTC, without backup 99.9% <99.9% <98.6% <94.5%
SDH/Ethernet with EFM/FTTC back up 99.99% <99.99% <98.69% <94.59%
Ethernet Secure – dual diverse tail providers 100.00% <100% <98.7% <94.6%


WAN Network Availability Levels – Service Level Calculation 

Where availability calculated as a percentage is categorised according to the table above as: The rebate as a percentage* of the monthly charges for the affected Service will be:
1st Rebate Trigger 5%
2nd Rebate Trigger 15%
3rd Rebate Trigger 25%


11.5.4 Downtime relating to the following incidents will not be included in the Network Availability Calculation:

  • Faults that are affected by any matter beyond Immervox’s reasonable control as per section 11 of the Service Agreement.
  • There is a planned or emergency service interruption.
  • Any service affecting fault that is not classified as a loss of service.
  • Failure is due to the public internet.
  • Failure is because the Customer requires an Ancillary product.
  • The failure is a result of 3rd parties planned works where Immervox was not informed.
  • The service is DSL and where the failure resides on the PSTN line owned by the Customer. If Immervox is unable to obtain assistance or information from the Customer.
  • If Immervox is unable to obtain assistance or information from the Customer for the duration of such failure.
  • Any network incident that is raised by the Customer that is subject to inaccurate or incomplete information
  • The Customer fails to respond to an enquiry from Immervox or any 3rd Party acting on their behalf which prevents them from completing their obligations.

11.6 Customer Incident/Fault Reporting

11.6.1 Incident/Fault Reporting: - The Customer shall report incidents/faults to Immervox using email or telephone using the contact details supplied by Immervox.

11.6.2 Immervox Automated Monitoring System: - Our partner’s automated monitoring system will not detect every type of Fault. You are responsible for reporting any issues to us as soon as possible. Where the Service is Wires-Only the Customer is responsible for reporting all faults and the “Start Time” for such faults commences upon notification to Immervox from the Customer, not upon Customer detecting the fault.

11.6.3 Incident/Faults Recording Time

  • All incidents/faults will be acknowledged within 2 hours.
  • Clock hours are calculated as follows:
  • “Start Time” is the time that an incident/fault is initiated on the Immervox fault handling system.
  • “Stop Time” is the time at which the status of the incident/fault becomes “Resolved” or Completed”. The case may be kept open for monitoring purposes after such time.
  • “Parked Time” will be excluded from the gross elapsed time and therefore Clock Hours will reflect the time for which Immervox is wholly responsible.

Parked Time is time during which Immervox is unable to progress the resolution of the incident for reasons beyond its control, including and without limitation where:

  • Immervox has requested information missing from the Customer fault report.
  • Immervox is awaiting power up/down of the Customer’s equipment.
  • Immervox is awaiting the Customer to provide availability for a visit appointment.
  • The Customer is unavailable to respond to Immervox.
  • Where Standard Care services apply a visit appointment is confirmed outside of 48 Clock Hours at the request of the Customer. Parked Time commences when a visit appointment is agreed with the Customer until the visit appointment date/time slot becomes live.
  • Where Enhanced Care services apply where a Site does not have 24 x 7 access and the Customer requests an engineer visit to the Customer’s site when the Customer is available for a visit. Parked Time commences when a visit appointment is agreed with the Customer and ends when the visit appointment date/time slot commences.
  • Access is unavailable at the Customer site at an agreed time for a visit. Parked Time commences when the Site visit starts until a re-scheduled appointment becomes live.

11.6.4 Incident/Faults - Resolution Targets

  • Unless otherwise detailed in specific Access Network and Services Clauses in Sections 1, 2 and 3 of this Service Schedule, Immervox shall use all reasonable endeavours to resolve a WAN incident/ fault within eight (8) hours from the time such Fault has been recorded by Immervox or from the time Immervox is aware of a Fault (“Fault Notice”). Such service is available 24 x 7 x 365 days per year.
  • Where an Ethernet, SDH or EFM circuit from the customer premises to Immervox’s partner’s point of presence was ordered by Immervox, we will offer an eight (8) hours return to service guarantee, regardless of the provision by a third-party (e.g. Openreach), in the event of a circuit failure. This guarantee excludes problems caused by power disruption at the customer premises or the customer router and associated cabling. This clause does NOT apply to transit customers.
  • Where a DSL service is provided for circuit back-up purposes, Immervox shall use all reasonable endeavours to resolve incidents within the following timescales, measured from the time the Customer incident report is received by Immervox: 

Broadband DSL Circuits – Mean Time To Restore (MTTR) Rebate as a percentage of the Relevant Rebate (monthly) Charges (not cumulative) for the affected Service
Standard: > 2880 minutes (48 hours) N/A, Target Only
Enhanced: > 1440 minutes (24 hours) 12.5%


Important Note 1: It may be necessary to extend the above timescales due to the complexity of the incident or where Immervox is dependent on a third party for resolution of the incident. In such circumstances, Immervox shall use reasonable endeavours to eliminate or reduce the impact of the incident by provision of a workaround, with permanent correction to follow.

Important Note 2: This SLA does not cover faults which have been associated with physical cable breaks or vandalism within the Copper Local Loop Network. Estimated restoration of service will be communicated to the customer via the Immervox Helpdesk. Approximate restoration of service will be 5- 10 working days.

• In the event that Immervox fails to repair a Fault within the specified Target Repair Time then Service Credits will be payable in accordance with this Clause.

• Repair times for non-Service affecting faults will be agreed on a case-by-case basis. No Service Credits shall be payable for failure to repair non-Service affecting faults within the Target Repair Time.

11.6.5 Incident/Faults – Progress Updates: - Immervox shall provide the Customer with regular progress updates for all incidents reported by the Customer and, in particular, shall provide progress reports for calls of priority 1 no less frequently than once every four (4) hours and those of priority 2 no less frequently than once per day, or as agreed. This progress update target is provided on a best endeavours basis. In the unlikely event of a generalised network outage the notification interval may be extended.

11.6.6 Incident/Faults – Resolution: - An incident is resolved when the service is no longer affected and this may be by means of a temporary work-around until a permanent network solution is available. This is tested against the maximum allowed amount of time for that fault. This determines whether the fault is within or outside the SLA.

11.6.7 Escalation Process - In the event of a priority 1 or priority 2 incident report remaining unresolved for a period in excess of the relevant target incident resolution time specified in Sections 1 to 3 of this Service Schedule, the Customer shall be entitled to escalate the matter as per the Account Management and Escalation Contacts section of the Service Agreement.

11.6.8 Service Credits - Pursuant to any differences detailed in the Access Network and Services Clauses in Sections 1, 2 and 3 of this Service Schedule, Service Credits are applied as follows:

• Failure to meet the targeted Service Availability: If Immervox fails to achieve the Service Availability target at any Site in any calendar month you may claim, by way of Service Credits for the affected service. To claim a service credit the following must be submitted to Immervox:

o The Immervox fault case reference.

o Where Immervox did not provide the CPE, Customer must provide:

 A copy of the attached device running configuration.

 A copy of the attached device SHOW VERSION (or non-Cisco equivalent) output. o A copy of the attached device SHOW INTERFACE (or non-Cisco equivalent) output for the interface facing Immervox during the outage.

 Such logs, traceroute or related output as required to demonstrate the fault as experienced

• Failure to meet Incident/Fault Resolution Targets: If Immervox takes longer than 8 hours from Fault Notice to restore a Fault in accordance with this SLA, you may claim for the following Service Credits for each site affected. For faults that are not remedied within the 8 business hours above the following remedies will be applied to the Customer’s account:

Hours in excess of the applicable Target Resolution Time Reduction in Recurring Monthly Charges per Site affected for the calendar month in which the Fault occurred
Up to 1 hour 1.5%
Between 1 hour and 3 hours 2.5%
Between 3 hours and 5 hours 3.5%
Between 5 hours and 10 hours 5%
Over 10 hours For every additional 10 hours, 5% up to the maximum of 50% of 1 month’s recurring of 1 month’s Recurring Monthly Charges

To claim, the following must be submitted to Immervox:

  • The Immervox fault case reference
  • The date and time of the first contact with Immervox

Exclusions

(A) In all cases scheduled maintenance, as notified to the customer 24 hours in advance, and emergency maintenance where notified to the customer 2 hours in advance are both exempt from claims under this SLA. Emergency maintenance carried out with less than 2 hours’ notice may be exempt, should the impact of not carrying out the maintenance cause a breach of the SLA.

(B) Denial of Service attacks against the customer’s service is also exempt from claim under this SLA, where such attack is not the fault of Immervox. 

APPENDIX 1

SERVICE LEVEL AGREEMENT

Immervox will use reasonable endeavours to comply with the service levels set out in this Appendix, but these levels are target service levels only and Immervox has no liability for any failure to meet them except as set out in this Appendix.

Service Demarcation

For all services, with the exception of wires-only internet access, the service demarcation point is the LAN-side port/ports of the Immervox customer premises router. For wires-only, the service demarcation point is the customer port of the Network Terminating Equipment (“NTE”).

1 Service Levels

1.1 Availability

The Leased Line Ethernet Service can be used to deliver internet access or IP telephony services. Different network architectures are used to deliver each of these services.

1.1.1 When used for internet access each Leased Line Ethernet circuit will be available for 99.9% of any given calendar month;

1.1.2 When used for IP telephony services each Leased Line Ethernet circuit will be available for 99.94% of any given calendar month.

The following shall not be included when calculating the above service level(s):

1.1.3 Outages or delays which are deemed by Immervox to be the result of matters outside its direct control

1.1.4 Planned or notified maintenance whether in response to an emergency or otherwise.

1.2 Performance

The performance measures below are for the end-to-end service, from Immervox’s partner’s core network (source) to the service demarcation point (destination):

1.2.1 Latency (Source to Destination) - <15ms

1.2.2 Packet Loss - <0.2%

1.2.3 Jitter (Source to Destination) - <5ms

These performance measures are only applicable to VoIP traffic destined for either Immervox’s SIP

(GMA) service or Hosted service and to any other traffic where overall traffic levels on a customer circuit do not exceed the purchased Committed Data Rate (CDR). Where traffic exceeds the CDR, or in the case of VoIP traffic, exceeds the bandwidth purchased to service the VoIP traffic, this traffic will be shaped which may result in increased latency, jitter or packet loss.

1.3 Provisioning

Immervox will use reasonable endeavours to:

1.3.1 Notify the Company within 5 working days after the receipt of a CRF and Order Form as to the acceptance or rejection of the CRF and Order Form;

1.3.2 Notify the Company within 20 working days after the acceptance of a CRF and Order Form of the results of the site survey, whether or not service can be delivered and advise of any Excess Construction Charges;

1.3.3 Notify the Company within 25 working days after the acceptance of a CRF and Order Form of the amount of Excess Construction Charges payable (if any), the Contractual Delivery Date and the preferred installation date for the circuit;

1.3.4 To make services live:

• For copper Leased Line Ethernet (Ethernet), within 40 working days after the acceptance of a CRF and Order Form

• For fibre Leased Line Ethernet (Ethernet), within 70 working days after the acceptance of a CRF and Order Form; and

1.3.5 Terminate a service on the date requested by the Company provided that the Company has given Immervox no less than 90 days written notice.

1.4 Service Level Guarantee

1.4.1 Provisioning

Immervox will activate the service by midnight on the Contract Delivery Date.

For managed internet access and services supporting Immervox’s SIP (GMA) or Hosted (GMA) services, the installation of a Immervox router is required for the full connectivity to Immervox’s partner’s network. This installation occurs on or after the Installation Date.

If Immervox does not activate the service by midnight on the Installation Date, then Immervox will credit the Company with a compensation entitlement in accordance with the following table:

Number of working days activation is beyond the

Installation Date Compensation Entitlement - reduction in the connection charge for the circuit

1-10 2.5%

11-15 5%

16-20 7.5%

More than 20 10%

Connection charges for any other Immervox product associated with the service are be excluded from the calculation of the compensation entitlement.

1.4.2 Fault Handling

Immervox will make available the fault handling service 24 hours a day and 7 days a week including Public and Bank Holidays.

All faults will be validated when reported and subsequently classified as below:

• Priority 1 - Total loss of service (hard down or no transmission of signal in one or both directions)

• Priority 2 – Service is available, but either reduced functionality or degradation is creating significant business impact for the Company

• Priority 3 - Service is available, but either reduced functionality or degradation is being experienced by the Company without any significant business impact for the Company

For Priority 1 faults Immervox will resolve the fault within 7 Clock Hours (as defined below) from a validated fault, or, for Copper Ethernet, 9 Clock Hours from a validated fault.

Clock Hours are defined as the time between the Start Time and Stop Time, excluding Parked Time, where:

• Start Time means the time a fault has been validated and categorised as a Priority 1 fault

• Stop Time means the time a fault has been resolved

• Parked Time means the time during which the resolution of a fault is outside of Immervox’s control

For Priority 2 faults Immervox will resolve the fault within 2 working days from a validated fault.

For Priority 3 faults Immervox will resolve the fault within 4 working days from a validated fault.

For Priority 1 faults only, if Immervox does not resolve a fault on a circuit within the relevant timeframe set out above, then Immervox will credit the Company with a compensation entitlement in accordance with the following table:

Measurement Compensation Entitlement - reduction in monthly circuit rental

Each hour or part hour beyond the target fault clearance time 5% of the monthly rental

Credits will be applied on a per fault basis and will be capped at 100% of the monthly circuit rental. Monthly rental charges for any other Immervox product associated with the service are excluded from the calculation of the compensation entitlement.

1.5 Exclusions from Service Levels and the Service Level Guarantee

A service level, service level guarantee and any compensation entitlement will not apply if:

1.5.1 the failure by Immervox is due to the Company’s own network or equipment or any other network

1.5.2 (including but not limited to the internet) or equipment outside Immervox’s partner’s network;

1.5.3 the Company is in breach of any part of these terms and conditions or the Service Agreement and such breach affects Immervox’s ability to comply with the service level and/or service level guarantee or if Immervox’s underlying service provider suspends the service or any part of it as a result of any such breach;

1.5.4 through no fault of its own or because of circumstances beyond its reasonable control, Immervox is unable to carry out any necessary work at, or gain access to the Company’s, site or the Company fails to agree an appointment date or planned work is aborted (save at Immervox’s request);

1.5.5 reasonable assistance is required or information is reasonably requested by Immervox from the Company or a third party and such assistance or information is not provided or is not provided in a timely fashion;

1.5.6 through no fault of its own, Immervox is unable to obtain any necessary permissions or consents required in connection with the performance of a particular service level or service level guarantee;

1.5.7 the failure is due to Force Majeure or some other event outside Immervox’s reasonable control;

1.5.8 the failure is due to a planned or emergency service interruption;

1.5.9 the failure is due to an inaccurate Order Form having been submitted;

1.5.10 a fault is not reported in accordance with the fault reporting procedures contained in the Immervox Handbook; or

1.5.11 the Company, has failed to implement any reasonable and explicit instructions issued by Immervox in relation to the service.

1.6 Wires-Only Service

Services provided to the reseller without a Immervox-supplied and managed customer premises router are known as ‘wires-only’ services. These services are not provided as managed services and therefore have a reduced Service Level Agreement, as set out below:

1.6.1 For a wires-only service, the service demarcation point is the customer port of the Network Terminating Equipment (“NTE”);

1.6.2 The service levels set out in paragraphs 1.1 and 1.2 above apply to Immervox’s partner’s core network only;

1.6.3 In the event of a fault it is incumbent on the Company to demonstrate that the fault lies with the Leased Line Ethernet Service and not externally. If both parties agree this to be the case the fault is deemed to be validated and Immervox will resolve the fault within the timescales set out in paragraph 1.3.2 above. The compensation entitlement set out in that paragraph will apply to any failure by Immervox to resolve the fault within such timescales.  

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