Specific Terms - SDWAN Service

Alvin Thian
2020-05-29T07:25:17Z

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

"Acceptance"

Means in relation to a Service, the earlier date of:

(i) the date of your activation of the Service; or

(ii) the date of installation of the CPE associated with the Service.

“Content” | Means, not limited to, messages, alerts, reports, information regarding SDWAN events generated by the systems supporting the Service and made available to you.
"Customer Premises Equipment" or "CPE" | Means hardware and software provided by us and located on your premises.
"Equipment" | Means hardware and software provided by us and not located on your premises.
"Fault" | Means a fault or defect in the Service or any associated equipment or facilities that disrupts the Service (as set out in this Specific Terms).

"SDWAN Service" or "Service"

Means the grant to you of the right to use the SDWAN Service, which is a managed network service offering a secure overlay network across Layer 3 WAN transport such as IPVPN and/or Internet, subject to and in accordance with the terms of this Specific Terms and the relevant Order.

"Software" | Means the software integrated into the CPE or any other equipment provide by us and that is provided together with the SDWAN Service.
“WAN” | Means Wide Area Network

2. SDWAN Service

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

2.2 We will provide the Service to the addresses / locations as stated in the Order. If you wish to change the addresses / locations, you must notify us in writing promptly.

2.3 SPTel IPVPN or Internet Service is a pre-requisite for the SDWAN Service. You may apply for the service(s) via our customer portal.

2.4 We will install CPE in your premise associated to the SDWAN Service. We will always maintain and own such equipment. Upon termination of the SDWAN Service, we shall be entitled to remove such equipment installed at your premise.

2.4.1 CPE model is assigned based on your selected bandwidth tier and feature option at each location. You must choose the bandwidth tier range and feature option to cater to own usage requirement. You may request in writing for a different CPE model, subject to our approval and charges may apply.

2.4.2 In the event the information that you provided with respect to your requirement is not accurate, we reserve the right to upgrade you to the appropriate CPE at the current rack rates for that bandwidth tier and feature option of service. If you dispute the upgrade, we will have the right to restrict the Service to the licenced amount until the dispute is resolved.

2.5 Upon our issuance of Order, you would be entitled to access our customer portal via a single user ID as provided by us which will include information regarding SDWAN events and available self-serve configuration options based on the feature option subscribed.

2.6 You may select to upgrade your subscription to a higher bandwidth tier and/or feature option or downgrade your subscription to a lower bandwidth tier and/or feature option at any time through our customer portal. There will be no Early Termination Charges applicable in the event that you upgrade your subscription to a higher bandwidth tier and/or feature option. However, Early Termination Charges be applicable if you downgrade your subscription to a lower bandwidth tier and/or feature option. For the avoidance of doubt, any change to the subscription of Service will result in a new term of the Terms of Service, which shall commence on the date of the change. Any change in bandwidth tier and/or feature option of the Service may result in the change of CPE.

2.7 You agree that the SDWAN Service is provided to you for the sole purpose of simplifying your branch office networking and you agree that:

2.7.1 You must not resell the Service or otherwise provide to third parties without our prior written consent, whether for profit or not.

2.7.2 You must inform us if you wish to directly connect any network, cable, equipment or system of any Third Party to the SDWAN Service and shall comply with all interface and our other specifications before making such connection. You must ensure that such Third Party services are available and working properly.

2.7.3 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 directly.

2.7.4 You shall not use the Service 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.

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

2.7.6 You must not disrupt the various networks that are connected to the Service or violate the regulations, policies or procedures of such networks.

2.7.7 You may install and use the CPE solely for the purposes of accessing and using the SDWAN Service. You agree not to disable or defeat any capacity-limiting feature of the CPE, or otherwise use the CPE at a greater capacity rate than the rate for which you have subscribed. You agree not to use the CPE with any unsupported hardware or software.

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

2.9 The minimum Term for the Service shall be a period of twelve (12) months as determined by us.

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.

3.2.2 Data transfer speed, performance, or any other aspect of the Service.

3,3 We do not warrant the accuracy, reliability or quality of any Content obtained through the Service; and that the Service and access to them are error free and uninterrupted or available at all times.

4. Charges

4.1 The Charges payable in relation to each Order include delivery, installation, CPE maintenance (if applicable).

4.2 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 Service pursuant to such Order unless otherwise stipulated in the Order.

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 the Service at your location(s).

4.6 All orders are non-cancellable and all amounts paid 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 for the purposes of installation, management, configuration and repair of the 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 Service;

5.13 providing all internal wiring and sockets within your premises according to the relevant regulatory authorities and our specifications and guidelines required for the purposes of the installation of the Service.

5.1.4 providing your own cross-connects to connect the 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 CPE to which such Order relates;

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

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

5.1.7 setting up at your own cost appropriate public clouds such as AWS and Azure required for the purposes of the deployment of virtual SDWAN service, if applicable. Alternatively, you may opt for our professional services for such deployment assistance with additional charges.

5.2 You shall not tamper, modify, damage and/or remove any equipment that may cause interruption, disruption, instability and/or congestion to the 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.

5.3 If you become aware that any use of the Service that violates the requirements of Clause 5.1 above, you must take prompt action to suspend the user’s use of the Service. We may ask you to take action within a certain time period. If you fail to comply with our request, we may suspend your account.

5.4 Any IP addresses allocated by us to you in connection with the Service will remain our sole property 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.

5.5 Either Party detecting a Fault in the Service 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 Service is entirely at our sole discretion.

5.7 We shall be entitled to conduct such audits and tests, at our cost, on the 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. You acknowledge and agree that we may use, on an aggregated, non-individually-identifiable basis, all information regarding networking characteristics, usage, performance and related data involved in your use of the Service.

5.8 The SDWAN Service is not designed, intended, authorized, or warranted for use or inclusion in life support, nor in life endangering applications where failure or inaccuracy might cause death or personal injury; any such use or inclusion by you is fully at your own risk.

5.9 You acknowledge that we may change the Service, CPE and Equipment either by physical replacement or by remote changes to software or firmware, and/or the terms under which the Service, CPE and Equipment are provided, at our discretion, at any time. Those changes may interrupt the Service.

5.10 We may assign, re-assign and substitute field engineer with others having comparable qualifications and may provide installation & maintenance services through contractors or subcontractors.

5.11 We may assign third party contractor(s) to support the shipping, installation, re-installation, swopping of faulty unit, relocation of SDWAN Service for locations outside of Singapore.

6. Export Control

6.1 You understand and acknowledge that the Software provided by us under the Terms of Service are or may be subject to export laws and regulations of the United States, the United Nations, the European Union (or its respective member states) and/or any other country with jurisdiction over the Software.

6.2 You represent that (1) you are not, and are not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States, the United Nations, the European Union (or its respective member states) or the country of origin of the Software has prohibited export transactions; or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List, or the United Nations Security Council Consolidated List, or the EU Sanctions List; and (2) you will not permit the Software to be used for, any purposes prohibited by law, including, any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.

6.3 The Software and accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Software and documentation by or for the U.S. Government shall be governed solely by the terms and conditions of this Agreement.

6.4 You agree that you will not transfer any products to the countries prohibited by laws and regulations of the United States, the United Nations, the European Union (or its respective member states) and/or any other country with jurisdiction over the Software and acknowledge that we may suspend our performance under this Agreement to the extent required by laws applicable to either party and/or terminate this Agreement.

6.5 You will indemnify and hold us harmless against all claims, cost, damage, expense or liability arising out of or in connection with a breach of this clause.

7. Rights in SDWAN Service

7.1 The provision of the SDWAN Service pursuant to any Order does not give you any right, title or proprietary interest in the SDWAN Service or any intellectual property rights to the Software.

7.2 Except as expressly permitted under this Specific Terms or an Order, you must not:

7.2.1 grant any third party any right to use any SDWAN Service that has been provided to you;

7.2.2 modify, adapt, alter, disassemble, reverse engineer, decompile, disassemble, or attempt to derive the source code for the Service (including the CPE), except to the extent that such activities are required to be permitted under applicable law;

7.2.3 remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of the Software, or its or their suppliers affixed or contained on or within any CPE or Equipment.

Without limiting the foregoing, any Software provided to you or made available for your use is licensed only, is subject to any accompanying license agreement, and as between you and us, we retain title in all copies of the Software, and you do not obtain title to, or ownership of, any intellectual property rights in the Software or any copies thereof.

8. Termination Rights supplementing the General Terms

8.1 Where the provision of a SDWAN 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 SDWAN Service and you will be liable for Early Termination Charges.

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

8.3 Without limiting the foregoing, Clause 5, 6 and 7 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: SERVICE SPECIFICATIONS (NOKIA)

1. Service Specifications of SDWAN

SDWAN is a managed network service which simplifies the management and operation of the enterprise WAN and allows companies to build higher-performance hybrid WANs. The Service provides you with a list of dedicated features which caters to all bandwidth requirement that you can select in the online quotation. These options relate to the respective specifications set out in the table below and in any applicable Order and will apply in accordance with the details set out in that Order.

| Basic | Standard | Premium

Features

-Basic Reporting

-Route Based Traffic Steering

-Full Encryption

-Security ACL

-Cloud Gateway

-Basic Reporting

-Route Based Traffic Steering

-Full Encryption

-Security ACL

-Cloud Gateway

-Advance Analytics & Application Visibility (DPI based)

-VPN Segmentation

-AppAware Traffic Steering & Load Balancing

-IP based QoS and Traffic Shaping

-Basic Reporting

-Route Based Traffic Steering

-Full Encryption

-Security ACL

-Cloud Gateway

-Advance Analytics & Application Visibility (DPI based)

-VPN Segmentation

-AppAware Traffic Steering & Load Balancing

-IP based QoS and Traffic Shaping

-Service Chain, Security Elements

Bandwidth tiers

1-25Mbps

26-100Mbps

101-500Mbps

501-1000Mbps

1001-2000Mbps

CPE | Physical or Virtual | Physical or Virtual | Physical

The following list specifically describe the feature set that will be offered in the service options

Basic Reporting | Customer can view the available reports about network to application level in the customer portal.
Security (Access Control Limitation) | Customer can control traffic by configuring the ACL in SDWAN portal.
Route Based Traffic Steering | Policies setting to redirect network traffic
Full Encryption | Network encryption is enabled as default configuration for all networks or applied at individual network level
Cloud Gateway | For branch to branch communication between IPVPN and Internet and for connecting to public cloud providers such as AWS and Azure through the Cloud Connect service in IPVPN
Advance Analytics & Application Visibility (DPI Based) | Customer can view application visibility and analytics in the customer portal
VPN Segmentation | Multiple subnets can be created in Layer 3 domain
AppAware traffic Steering & Load balancing | Customer can configure and view application visibility and analytics link load balancing for dual uplink CPE. Application discovery and network performance monitoring visibility can be displayed

IP Based QoS and traffic Shaping

Quality of Service (“QoS”) policy on the egress direction of a Local Area Network (“LAN”) or WAN.

Adaptive traffic shaping implements QoS rate limit

Service Chain, Security Elements | Virtual firewall is integrated into SDWAN which the features are limited to Next Generation Firewall and VPN Gateway

The choice of CPE is provided at our discretion and within the bandwidth tier requirement and/or feature option which you select via online quotation.

SCHEDULE B: ACCEPTANCE TEST

The Acceptance Test consists of the following:

Ping Test to CPE IP address from service gateway(s)

We will perform the above Acceptance Test prior to the Service handover and the result will be submitted with the Service Delivery form for your acknowledgement.

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

No. | Item | Charges
1. | One-Time Charge | Refer to the Order.
2. | Monthly Recurring Charge | Refer to the Order.
3a. | Early Termination Charge for cancellation/termination of Order before Service commencement | One-Time Charge (if not yet paid) plus all costs and third party liabilities incurred by us as of date of termination.
3b. | Early Termination Charge for downgrading during Service Term | All Monthly Recurring Charges payable for the remainder of the Service Term.
3c. | Early Termination Charge for termination during Service Term | All Monthly Recurring Charges payable for the remainder of the Service Term.

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:

Service Type

(Singapore Only)

Service Level Targets

Service Credit Rebates

(% of Monthly Recurring Charge)

Site Availability

(For single CPE & Link)

99.95% per calendar month

Outage time Service Credit
>1min to ≤22mins 0%
>22mins to ≤4 hours 3%
>4 to ≤8 hours 5%
>8 to ≤12 hours 10%
>12 hours 20%

High Availability

(For dual CPEs & diverse Links)

100% per calendar month

Outage time Service Credit
>1min to ≤22mins 3%
>22mins to ≤4 hours 5%
>4 to ≤8 hours 10%
>8 to ≤12 hours 15%
>12 hours 20%

Hardware Replacement

Within 4 hours

Exceeded by Service Credit

>4 to ≤8 hrs 5%

>8 to ≤24 hrs 10%

>24 to ≤48 hrs 15%

>48 hours 20%

2. The “Link(s)” in the above table refers to SPTel Internet Services or IPVPN.

3. Site Availability is calculated as a percentage of time that SDWAN Service is in function 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. Site Availability excludes:

a. SPTel Internet Services has escalated to Blackhole

b. SPTel Internet Service is not available due DDoS attacks

c. All the non-SPTel connectivity services

Site Availability (%) = (1 - (Total Eligible Outage Minutes per Service 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. High Availability is calculated as a percentage of time where the SDWAN Service is provided via two CPEs and diverse Links, and at least pair of the CPE and its connected link is in function within a given 30-day calendar month. Outage Minutes means the measurement in minutes from the time both pairs of CPEs and/or their connected links are unavailable till at least one of the CPE and its connected link reached resolution and is calculated after you open a Priority 1 trouble ticket with us. High Availability excludes:

a. SPTel Internet Services has escalated to Blackhole

b. SPTel Internet Service is not available due DDoS attacks

c. Links that are not physically diverse

d. All the non-SPTel connectivity services

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

43,200 minutes

5. Hardware Replacement is calculated as the time taken to replace the defective CPE, per Fault. This SLA is only valid after you open a Priority 1 trouble ticket with us and the Fault has been confirmed to be defective hardware by us.

6. A Service Credit Rebate will be applied against your account for the calendar month immediately following the month in which the Fault occurred and is capped at twenty percent (20%) of one (1) month’s MRCs for each affected SDWAN 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.