This Specific Terms form the Agreement between you and SPTel Pte. Ltd. (Reg No. 199700517K).  

It is agreed between the Parties as follows:

1. Service Definitions

2. IPVPN Service

2.1 In relation to each Order, we will use reasonable endeavours to commence providing the IPVPN Service pursuant to such Order on the date of Acceptance for such IPVPN Service. Such IPVPN Service will thereafter be provided for the Service Term subject to the termination clauses of this Specific Terms and the General Terms. 

2.2 You agree that each IPVPN Service is provided to you for the sole purpose of providing to you an any-to-any or hub and spoke connection and you agree that you:

2.2.1 shall use the IPVPN Service only for the following purposes:(1) establishing your telecommunications network; (2) selling managed network services (in the form of layer 3 or higher functionality services) as a value added package with a defined bandwidth; and

2.2.2 shall not directly connect any network, cable, equipment or system of any Third Party to the IPVPN service, except as needed for the purpose stated in Clause 2.2.1 above in which event you must notify us using your written request to us for the IPVPN Service prior to our issuance of the Order, and shall comply with all interface and our other specifications before making such connection.

2.3 IPVPN Service includes Quality of Service options in the form of multiple Classes of Service (“CoS”) to help you prioritize your application traffic in the network. We shall provision the default CoS as specified by us, unless otherwise specified in the Order. This option is not applicable if the Service is provisioned via NGN.

2.3.1 If you have subscribed to the value-added service of “Flexi CoS”, you shall be responsible for all CoS configurations and shall not hold us responsible for any Quality of Service issues.

2.4 If you require multiple VPNs, our value-added service of “VPN Creation” is applicable for each additional VPN. You must display responsible behaviour on the usage of the additional VPN, failing which we may suspend, or terminate such VPNs immediately and Early Termination Charges shall apply.

2.5 IPVPN Service offers resilience options of “Auto Backup Port” or “Diverse Path”. These 2 options are not applicable if the Service is provisioned via NGN.

2.5.1 “Auto Backup Port” provides protection on the Provider Edge (“PE”) network by auto failover to the standby port on a different PE router when the main port or link experiences a Fault. However, it does not guarantee network performance on the new route and switch over time is not attributable to service downtime and shall not be applicable for Service Levels rebate. It will normalize to main port once the fault is resolved. The Auto Backup Port is a secondary service to the IPVPN Service.

2.5.2 “Diverse Path” provides the Service over a different network node and equipment from the standard path. Applicable charges shall apply as long as there is paired IPVPN Services using standard and diverse paths. Upon termination or relocation of any one of the paired Services, the pairing shall be removed and the “Diverse Path” charges shall cease to apply, subject to Early Termination Charges.

2.6 IPVPN Service offers options of “Burstable Bandwidth” and “Bandwidth on Demand”.

2.6.1 “Burstable Bandwidth” – Allows traffic surges above subscribed committed bandwidth as and when requires. To reach the peak burstable bandwidth is subjected to resource availability and physical port limitation. You will be charged based on the extra bandwidth used, in addition to the subscribed committed bandwidth.

2.6.1.1 The standard MRC will apply to your bandwidth usage up to your subscribed committed bandwidth. Additional variable charges will apply to your bandwidth usage in excess of your subscribed committed bandwidth and up to your peak burstable bandwidth;

2.6.1.2 We will measure your bandwidth usage in five minute intervals. In respect of all your incoming and outgoing IPVPN traffic through each port using 95th Percentile, we shall use the higher of your incoming and outgoing IPVPN traffic and charge a specified rate to your bandwidth usage in excess of your subscribed committed bandwidth after excluding the top 5% of your monthly traffic when arranged from highest to lowest.

2.6.2 “Bandwidth on Demand” – Allows temporary bandwidth upgrade up to ten (10) times of your subscribed bandwidth, immediately or scheduled. The availability of the bandwidth upgrade for “Bandwidth on Demand” service is subjected to resource availability and physical port limitation. The charges may be dynamic and shall be at our discretion.

2.6.2.1 You shall be fully responsible for the configuration of your equipment to interface with the changes in bandwidth in relation to the “Bandwidth on Demand” subscription.

2.7 Unless you subscribe to our “Burstable Bandwidth” optional service, we will not deliver your IPVPN traffic in excess of your subscribed committed bandwidth.

2.8 IPVPN Service offers option of “Protected Internet Gateway” to allow Internet breakout from the IPVPN with DDoS attack detection and firewall to protect against cyber-attacks from the Internet. Protected Internet Gateway is a secondary service for IPVPN.

2.8.1 Upon successful subscription of Protected Internet Gateway option, you would be entitled to access our online system(s) via a single user ID as provided by us which will include information regarding such firewall security events. You may request access for additional users for a fee.

2.8.2 You agree that:

2.8.2.1 Protected Internet Gateway is subject to availability of resources, including but not limited to, technical capacity, our delivery systems, network availability and our area of coverage at the time at which the Service is requested or delivered.

2.8.2.2 You are responsible to provide the firewall policies as pre-requisite for the activation of the Protected Internet Gateway.

2.8.2.3 Assuring that only you or your designated users will access the Protected Internet Gateway and that you and all your users shall not share user IDs, passwords or other methods for accessing the Service with individuals who are not the designated users of the access provided by us.

2.8.2.4 Taking all reasonable steps to prevent unauthorised access to the Protected Internet Gateway.

2.8.2.5 Performing firewall policy changes if Administrative Access is subscribed

2.8.2.6 Auto-trigger email alerts on detected events are subjected to your internet connectivity and network condition.

2.8.2.7 We may modify and/or replace the Protected Internet Gateway by remote changes to software, and/or the terms under which the Protected Internet Gateway is provided, at our discretion, at any time. Those changes may interrupt the Protected Internet Gateway.

2.8.2.8 We are not the manufacturer of the Protected Internet Gateway and that we shall not be responsible for any defects or any loss or damage arising out of such defects, even if we have supplied the Service.

2.8.2.9 You must not resell the Protected Internet Gateway or otherwise provide to third parties without our prior written consent, whether for profit or not.

2.8.2.10 You shall use your own or any public DNS server for your Domain Name System (DNS) filtering. Alternatively, in the event that you choose to use SPTel’s DNS server, you shall ensure that:

2.8.2.10.1 You shall not at any time provide Internet access to the public including but not limited to through WiFi; or

2.8.2.10.2 You shall inform SPTel if you plan to extend your current office internet access to the public by giving SPTel 30 days’ written notice in advance.

2.8.2.11 You acknowledge that content transmitted through the Internet in general is not confidential, we cannot and will not guarantee your privacy or protection.

2.8.2.12 You must not transmit or post any content which may be defamatory, offensive, indecent, objectionable or illegal, or which may cause annoyance, harassment, irritation, inconvenience or anxiety to anyone. This includes transmitting or posting "junk mail", "spam", "chain letters", "solicitations" (commercial or non-commercial) or distributing mail to any party who has not given permission to be included in the distribution.

2.8.2.13 You must not transmit or post any content which may give rise to civil liability or otherwise violate any applicable laws, rules or regulations.

2.8.2.14 You must not transmit any content that contains viruses, worms, trojan horses, time bombs, cancelbots or any other harmful, damaging or destructive programs.

2.8.2.15 You must not collect and/or disseminate information about others or their email addresses without their consent.

2.8.2.16 You shall not use the Protected Internet Gateway for any fraudulent, illegal or improper purposes or to violate anybody's rights or in any way which may affect other users' enjoyment of or access to any Service or cause annoyance, harassment, irritation, inconvenience or anxiety to anyone.

2.8.2.17 If you subscribe to any Third Party services directly, you shall be responsible for adhering to the Third Party's terms of service. In no event shall we be responsible for any of the Third Party's performance of the service which you subscribed for.

2.8.2.18 You shall not use the Protected Internet Gateway in any manner or for any purpose which may constitute a violation or infringement of the rights of any party including but not limited to their intellectual property or confidentiality rights.

2.8.2.19 You must not make or attempt any unauthorised access to any part or component of the Protected Internet Gateway, the network or any third party systems or networks to which you can connect through the Protected Internet Gateway directly or otherwise.

2.8.2.20 You must not disrupt the various networks that are connected to the Protected Internet Gateway or violate the regulations, policies or procedures of such networks.

2.8.2.21 We reserve the right to immediately stop any ongoing mitigation initiated by you, if any, with or without notice to you, if we determine in our absolute discretion that such mitigation will or may affect the Protected Internet Gateway infrastructure, and/or the Network. We will not be liable to you or any third party for the foregoing.

2.8.2.22 If a DDoS attack on your Protected Internet Gateway is detected by either party, and in the event that you have not subscribed to DDoSProtect Service, you may apply on demand our “DDoS Attack Mitigation” service which is subject to DDoSProtect Specific Terms.

2.8.2.23 We may, in our absolute discretion and without notice to you, trigger a black hole if necessary to prevent any harm or imminent harm (such as interruption, disruption, congestion, signal leakage and/or any unauthorised action) to our network or the networks of third parties. 
 

2.9 We will provide the demarcation locations of the IPVPN Service to you pursuant to an Order or in the event that you require the demarcation details to order cross connection from a data centre. The IPVPN Service to be provided pursuant to an Order will be between the demarcation locations as specified in this Specific Terms or our correspondence to you pursuant to an Order. If you wish to change the address, you must notify us in writing promptly.

2.9.1 The address must be registered correctly to an existing and valid unit address within your premises and cannot be an open area or space within your premises.

2.9.2 In the event the address is located in an annex building where we are unable to gain access or provide such IPVPN Service from the said building, you shall be liable for additional installation charges incurred by us and we shall not be liable for any failure, delay or default in providing the IPVPN Services to the address for any reason;

2.9.3 Where the address does not come with a valid postal code with an unit number, such address (e.g. bus-stop, mail box, lamp post, ATM etc.) shall be treated as a NBAP order and a project feasibility study will be conducted on the additional installation costs which you will be liable to pay for the provision of IPVPN Services.

2.9.4 If you request a change of the demarcation location and this results in a change of original serving Distribution Point ("DP") or serving node, that request will constitute a termination of the Service and the Early Termination Charge shall apply. Where the Service is connected through NGN, in addition to such Early Termination Charge, you shall be liable to pay us any and all amounts imposed by a third party arising from and in connection with such termination.

2.9.5 For Cloud Connect, our demarcation is our gateway equipment facing to the CSP’s network.

2.10 We may need to install equipment in your premise associated to the IPVPN Service. We will always maintain and own such equipment. The equipment will thus serve as the demarcation point for the IPVPN Service provided. Upon termination of the IPVPN Services, we shall be entitled to remove such equipment installed at your premise.

2.11 In the event that you wish to relocate any of the connection points of the IPVPN Service, you will need to obtain our prior written approval, which will be subject to a relocation charge. Any relocation is subject to the procedures as set out in Clauses 2.1 to 2.9. If we are not able to approve such relocation due to technical difficulties, you may proceed to terminate the provision of the IPVPN Service in the General Terms, subject to the Early Termination Charge.

2.12 The relocation in both points of a point-to-point IPVPN Service shall be deemed as a termination of the provision of the IPVPN Service and the Early Termination Charge shall apply. 

2.13 You acknowledge and warrant that you have obtained redundant service to ensure continuity of your services if the IPVPN Service pursuant to an Order were to fail.

3. No Warranties 

3.1 This Service is provided “as it” and without any representation of warranty, whether express, implied or statutory. We specifically disclaim any merchantability, fitness for a particular purpose.

3.2 We do not guarantee:

3.2.1 Continuous and uninterrupted performance of the Services and the data transfer speed.

3.2.2 That the provisioned route does not change. We reserve the right to assign or amend the provisioned route at any time during the term of the Service and without prior notification. The provisioned route may be different from the initial route assigned during the planning phase.

3.3 We do not warrant the accuracy, reliability or quality of any Content obtained through the Service.

4. Charges 

4.1 The Charges payable in relation to each Order do not include cross-connect charges that you may have to incur in connection with the provision of the IPVPN Services pursuant to such Order unless otherwise stipulated in the online quotation.

4.2 Charges for on-demand value added services may be dynamically generated instead of fixed rates at the time of quotation.

4.3 If there is a Fault in any month which entitles you to receive a Service Credit Rebate (as set out in this Specific Terms), the relevant Service Credit Rebate will be applied to the Charges for the following month. Such Service Credit Rebate (if any) shall be your sole and exclusive remedy (and our sole and exclusive liability) in respect of such Fault.

4.4 We reserve the right to charge you for expenses incurred by us in investigating any Fault reported by you if the Fault is not due to or does not lie within our facilities or Network.

4.5 You are responsible for all incidental charges related to accessing, provisioning, maintaining, repairing, replacing and removing the IPVPN Service at / from your location(s).

4.6 The charges for Cloud Connect exclude the CSP’s port. We reserve the right to charge you for any Cloud platform related charges that may be applied by the CSP from time to time.

4.7 All orders are non-cancellable and all amounts are non-refundable.

5. Operational Terms and Conditions

5.1 You shall be responsible for:

5.1.1 providing ready access to our authorised personnel to your premises and associated facilities as well as complying with any requirements imposed by the relevant building management body for the purposes of installation, management, configuration and repair of the IPVPN Service pursuant to an Order at such times as may be reasonably requested by us. Any failure to provide such access promptly or any, in our opinion, undue obstruction of any of our personnel, shall not constitute a material breach on our part of the relevant Order;

5.1.2 providing at your own cost, suitable space and appropriate conditions including power supply for our equipment associated to the IPVPN Service;

5.1.3 providing your own cross-connects to connect the IPVPN Service to your equipment, as well as all media converters, other active electronics, power supplies and ongoing maintenance, operation and management of such equipment that are beyond the demarcation locations to which such Order relates;

5.1.4 any activity (including operation, maintenance and management) beyond our demarcation location;

5.1.5 patching and maintenance of its cross-connects from our demarcation to your equipment;

5.1.6 procuring and maintaining, at your own expense, all and any equipment or software you need to implement and use the IPVPN Service, unless otherwise agreed in writing with us;

5.1.7 ensuring that any IP addresses allocated by us to you in connection with the Service will remain the sole property of us and you will have no right or title thereto. We reserve the right to withdraw or change any of such IP addresses at any time.

5.1.8 ensuring that any terms and conditions of use of the IPVPN Service are brought to the attention of, and complied with by, any person that you permit or allow to use the IPVPN Service, and you shall indemnify us against any and all claims from such persons arising from the said use.
 

5.2 Where you require a change to your Protected Internet Gateway policy settings, you may request additions, deletions, or modifications to your Service via an application form and we will provide you with the means to request soft changes. Such requests shall be subject to additional charges. If Administrative Access is subscribed, we will not accept soft change requests from you under this Specific Terms

5.3 You shall not tamper, modify, damage and/or remove any equipment that may cause interruption, disruption, instability and/or congestion to the IPVPN Service. You shall not be eligible for any Service Credit Rebate if you breach this Clause 5.2 and shall be liable for all costs incurred to replace any damaged and/or missing equipment.

5.4. We shall be responsible for the maintenance of the IPVPN Service pursuant to an Order in between the demarcation location.

5.5 Either Party detecting a Fault in the IPVPN Service or any Party’s cross-connects shall notify the other Party as soon as reasonably possible. Our contact details will be provided in our service handover document. Your contact details shall be set out in the customer portal.

5.6 You acknowledge and agree that the technical means by which we supply the IPVPN Service is entirely at our sole discretion. 

5.7 We shall be entitled to conduct such audits and tests, at our cost, on the IPVPN Service pursuant to an Order on such dates and times as shall be agreed between the Parties (which you shall not unreasonably withhold or delay), for the purpose of ensuring that the terms of this Specific Terms and the Order are strictly adhered to.

6. Rights in IPVPN Service

6.1 The provision of IPVPN Service pursuant to any Order does not give you any right, title or proprietary interest in the IPVPN Service.

6.2 Except as expressly permitted under this Specific Terms or an Order, you must not grant any third party any right to use any IPVPN Service that has been provided to you.

7. Termination Rights supplementing the General Terms

7.1 Where the provision of an IPVPN Service is conditional on you subscribing to other services with us or satisfying minimum requirements of subscription to such other services from us (“Service Condition”), any violation of the Service Condition will also automatically terminate the IPVPN Service and you will be liable for Early Termination Charges.

7.2 Where the IPVPN Service is subscribed as a secondary service to other Services provided by us, the termination of said Services would automatically terminate the IPVPN Services. In this event, an Early Termination Charge in respect of the IPVPN Services may be payable.

7.3 Where the IPVPN Service is connected through NGN, you shall be liable for Early Termination Charges and all third party charges upon termination. 

7.4 The minimum period of Service shall be indicated in the Order. Unless otherwise agreed to in writing, when the minimum period of Service expires, this Agreement will be automatically renewed on a calendar monthly basis (based on the same terms and conditions except for Charges, which shall be based on our then prevailing Charges for the Services) unless you give us a written notice of termination at least 30 days prior to the expiry of the minimum period of Service or the renewed term.

7.5 Without limiting the foregoing, Clause 5 and 6 will survive any expiration or termination of this Agreement. Upon the effective date of termination of the Agreement for any reason: (a) all rights granted to you under this Agreement, including your right to use the Service, will immediately terminate; (b) you must stop all use of the Service, and (c) you must return or, if we request, destroy any Confidential Information.

SCHEDULE A: TECHNICAL SPECIFICATIONS

1. IPVPN Service is an Intranet (Virtual Private Network) service delivered over a Multi-Protocol Label Switching (MPLS) backbone. This Service offers scalable bandwidth per site to you to connect your offices, business sites, and data centres.

1.1 Standard IPVPN offers a Layer 3 VPN service in an Any-to-Any or Hub and Spoke topology.

1.2 Managed IPVPN offers a Standard IPVPN bundled with a Managed Network Appliance Router Basic Package to offer end-to-end network management service.

1.3 Cloud Connect is a Layer 3 connection to selected CSPs. You can enjoy direct connection to CSP at the designated data centre.

1.4 Protected Internet Gateway allows Internet breakout from the IPVPN with DDoS attack detection and firewall to protect against cyber-attacks from the Internet. Protected Internet Gateway is a secondary service for IPVPN.

 2. Technical specifications of IPVPN service are set out in table below:

3. The choice of physical interface is provided at our discretion in consultation with you and within the transmission limitations of the interface.

4. You shall ensure that all your equipment on your premises that connects to the Service will perform according to published technical specifications for such equipment and our interface and other specifications for the IPVPN Service including but not limited to the specifications listed in the table at Paragraph 2 above.

SCHEDULE B: ACCEPTANCE TEST 

The Acceptance Test consists of the following:

An RFC2544-based benchmarking test is performed by transmitting test packets from a tester that functions as the generator or the initiator. These packets are sent to another tester that functions as a reflector or receiver, which receives and returns the packets to the initiating tester.

The test methodology will examine eight pre-defined frame sizes (64, 128, 256, 512, 768, 1024, 1280, and 1518 bytes) with each test iteration of 10 seconds. The circuit testing will measure 4 key parameters:

• Throughput
• Latency
• Frame loss rate
• Bursting frames

We will perform the above Acceptance Test prior to the circuit handover and the result will be sent to you for your acknowledgement. For the avoidance of doubt, Acceptance Test for Cloud Connect Service is performed up to our gateway to CSP.

The bill start date for the Monthly Recurring Charge will commence from the date of Acceptance as defined in the Specific Terms.

SCHEDULE C: CHARGES

We reserve the right to charge for any ancillary services relating to the provision of the Services. Charges will be provided to you in a rate card whenever requested. Your agreement to these charges will be sought prior to the commencement of the Services.

SCHEDULE D: SERVICE LEVEL AGREEMENT

1. We will provide you with Service Level (“SLA”) Targets and Rebates as follows:

2. Service Delivery is defined as the date mutually agreed between you and us to deliver the service.  We have a standard service delivery lead time, however express service delivery option is available at extra charge with the final date to be agreed mutually with you. Express service delivery is not available for service using NGN. This SLA includes the delivery of associated cross-connects required as part of the Service. We shall not be liable for any delay in the provision of Services arising from the lack of sufficient capacity using NGN or delay in your acceptance of the Service or for any additional charges imposed by the service provider of NGN arising from your late request for change in the date for the Service Delivery.  

3. Service Availability is calculated as a percentage of time that the Service is available within a given 30-day calendar month. Outage Minutes means the measurement in minutes from the time the Service is unavailable till resolution and is calculated after you open a Priority 1* trouble ticket with us. Service Availability excludes access and customer premises equipment that are not provided by us as part of the Service.

Service Availability (%) = (1 - (Total Eligible Outage Minutes per circuit per month) ) x 100

                                                            43,200 minutes                        

* Priority 1 means total loss of Service or degraded Service to the extent that it is unusable by you and you are prepared to release its Service for immediate testing.

4. Our SLA only apply to your subscribed committed bandwidth and not to your bandwidth usage in a particular month that exceeds your subscribed committed bandwidth.

5. Subject to the terms of this Schedule, you will be entitled to a Service Credit Rebate against the Monthly Recurring Charge where a Service to which the Service Level applies fails to be restored by us within the specified time period, as set out in the table in Paragraph 1 above.

6. Service Credit Rebate(s) will be applied against your account for the calendar month immediately following the month in which the Fault(s) occur and is capped for all Service Levels at thirty percent (30%) of one (1) month’s MRCs for each affected IPVPN Service per month. Service Credit Rebates may not be transferred or applied to any other account. 

7. Notwithstanding anything herein, the calculation of whether a Service Level is met or not, and shall not take into account Faults or other delays arising from or in connection with any of the following:

a) Scheduled maintenance;

b) Acts or omissions of you or of any Third Party, or any network, cable, equipment or system connected by you or any Third Party;

c) Force majeure (as set out in the General Terms) or an inability to gain access to the location for fault isolation and restoration due to your direct or indirect act, omission or negligence.