1. Document Purpose
This document describes Network Fish’s Connectivity Services, their service level agreements and the service specific terms and conditions that apply, in addition to the general terms with Network Fish, the Additional Terms (Section 6) of this Service Document shall be afforded their defined meanings throughout. Each Connectivity Service is set out in separate Service Definition attached as a Schedule.
2. Service Delivery and Acceptance
The Service Delivery Team (SDT) will provide regular progress reporting and on-going support. All activities related to delivery are scheduled within Normal Business Hours. If the Parties agree to re-schedule outside of Normal Business Hours, additional charges will apply. The SDT will notify the Customer by email when a Service is ready to be used. Where applicable, acceptance tests are set out in the relevant Service Definition. All Target Service Commencement Dates herein are estimated and subject to survey.
3. Service Support
3.1 Fault Management
Save where specified otherwise in the applicable Service Definition, Network Fish will monitor the Connectivity Services’ performance 24 x 7 x 365. In the event of a fault, an incident ticket will be raised by Network Fish.
3.2 Site Moves
Network Fish will, if it is technically possible to move the Services from a current End User Site to a new End User Site, provide a quotation to the Customer.
3.3 Planned and Emergency Works
Network Fish will aim to provide at least 14 days’ notice via email of any planned works. Network Fish reserves the right to carry out emergency works at any time, without notice. Additional service-specific support and maintenance information is provided in the Service Definition, where applicable.
4. Service Commencement Dates and Usage Charges
4.1 Service Commencement Dates
Except as otherwise agreed in the Contract, the Service Commencement Date for a Service for (i) single site Service, is the date on which that Service is handed over and (ii) multiple-Site Services is the date on which that Service has been handed over for at least two (2) Sites. For centralised services shared by multiple Sites (i.e.Centralised Firewall, SSL VPN Service etc.), the Service Commencement Date is the date on which that Service has been handed over and is accessible from at least one (1) Sites.
4.2 Burst Bandwidth
Where burst bandwidth charges apply, Network Fish will measure bandwidth usage in five minute intervals. At the end of each billing cycle, all data samples will be sorted from highest to lowest and the top five percent (5%)
of measurements will be discarded. The highest remaining data sample will then constitute the bandwidth usage level for that particular billing cycle. Burst usage is the amount of bandwidth usage for the particular billing cycle
exceeding the committed information rate. The usage charge will be calculated using the rate per Mbps of burst bandwidth shown on the Order Form.
4.3 Excess Usage
For certain services the Customer may be provided with a maximum amount of usage in return for the Annual Charge, yet retains the ability to use additional resources over and above, subject to Usage Charges. Where this applies it will be specified within the applicable Service Definition along with details on how to obtain a copy of the current Rate Card. Network Fish shall be entitled to revise the Rate Card on not less than thirty (30) days’ notice to the Customer, upon expiry of which the revised Rate Card shall apply in lieu of the previous version.
5. Service Credits
5.1 Service Availability
The target availability service level for each Service is provided in the relevant Service Definition.
Availability is calculated on a calendar monthly basis using a 730 hour month and the following formula:
𝑷 =
𝟕𝟑𝟎 𝑯𝒐𝒖𝒓𝒔−𝑨
𝟕𝟑𝟎 𝑯𝒐𝒖𝒓𝒔
𝒙𝟏
P = Percentage availability; A = Sum of all events of unavailable service in that month measured in hours.
Non-availability is measured from the time an incident ticket is raised to the time the service is restored and the incident ticket is closed by Network Fish.
All references herein to the Monthly Charge are to the Annual Charge divided by twelve (12).
5.2 Service Credit Rules
Network Fish shall have no liability for any failure to meet any target service levels due to, or as a result of, any of the following reasons:
• Any Force Majeure Event;
• Suspension of service in accordance with the Contract;
• Customer and/or End User default or delay, or any negligent, wilful or reckless act, fault or omission by the Customer and/or the End User, or any users of the Service for whom the Customer/End User is responsible pursuant to the Contract;
• Customer or End User-provided or supported equipment; and/or
• Access issues and delays along the route of the Service(s) or at the End User Sites.
5.3 How to Claim
Service credit claims must be submitted to finance@NetworkFish.com within thirty (30) calendar days of the end of the calendar month in which the failure to meet the target service level occurred. Any service credit claims not raised by the Customer within this period are irrevocably waived. If service credits claimed are rightly due, they shall be calculated in accordance with relevant Service Definition and this section (such service credits being a genuine pre-estimate of loss, not a penalty and not unconscionable) and shall be applied to the Customer account. Customers shall not make a double claim under the Contract. Service credits are the Customer’s sole and exclusive remedy with respect to any failure to meet any target service levels.
6. Additional Terms
The following terms and conditions apply to all Connectivity Services in addition to the General Terms.
6.1 DEFINITIONS
6.1.1 In this Service Document, the following terms shall have the meanings assigned to them below:
“End User Networks” the networks, equipment, and cabling at the End User Site(s), to
which the Service(s), Network Fish Equipment or Purchased Equipment will be connected.
“End User Premises
Equipment (EUPE)”
Network Fish Equipment located at the End User Site(s).
“Permissions” the permissions granted to a telecommunications operator pursuant
to the Communications Act 2003 or, in relation to any non-UK services,
any regulatory framework applicable to the Service(s) in the country of provision.
6.2 SERVICE PROVISION
6.2.1 Provision of Smart Wires Service(s) and Off-Net Circuits and the Charges for Smart Wires Services and
Off-Net Circuits are subject to site survey following order placement.
6.2.2 Network Fish (and/or its suppliers) will conduct End User Site survey(s) to ascertain whether cabling and/or associated infrastructure is required to be installed at the End User Site(s) in order to provision the Smart Wires Service(s) and/or Off-Net Circuits and as a result additional costs (known as “ECC’s” or “Excess Construction Costs”) apply. Where a Site Survey is ordered on the Order Form, Network Fish’s obligations in respect of the same will be limited to the activities set out in this Clause plus advisement of the site survey findings to the Customer.
6.2.3 Where ECC’s apply, Network Fish will submit to the Customer a Change Order detailing what additional works are required and the Charges payable.
6.2.3.1 Any signed Change Order shall supplement the original Order Form and together they will be considered to comprise one single Order Form (with the details on the Change Order taking precedence in the event of conflict).
6.2.3.2 If the Customer does not sign and return a Change Order detailing ECCs within five (5) Working Days of Service Document for Connectivity Services submission by Network Fish, the original Order Form in so far as it pertains to the End User Site(s) that are the subject of the detailed ECCs will immediately be considered cancelled without liability on the part of either Party.
67.2.4 Following the completion of an End User Site survey and, if required, the signing of a Change Order, Network Fish will advise any required changes to the Target Service Commencement Date to the Customer.
6.2.5 To enable Network Fish to provide the Smart Wires Service(s) and/or Off-Net Circuit(s), the Customer shall:
6.2.5.1 prepare (or procure the preparation of) the End User Site(s) and the End User Networks in accordance with Network Fish reasonable instructions; and 6.2.5.2 (save where the Customer has contracted with Network Fish for an installation service, such as Smart Install) connect (or procure the connecting of) any tail circuits to the EUPE (where the Customer is responsible for doing so) in accordance with Network Fish’s reasonable instructions; and 6.2.5.3 procure (and be responsible for the cost of procuring) any third party consents that may be required for Network Fish (and/or its contractors and suppliers) to install and retain the Service(s) and, if applicable, the Network Fish Equipment at the End User Site(s), including without limitation, any landlord wayleave consents.
6.2.6 Failure or delay of the Customer to install and/or connect any EUPE shall not result in any delay to the Service Commencement Date or the Customer’s obligation to pay the Annual Charge.
6.2.7 Network Fish and its suppliers, in accordance with best industry practice, operate a two-week network freeze during late December and/or early January and consequently, no Service(s) can be handed-over or changes effected to existing Service(s) during this period and lead-times shall be extended accordingly. For the avoidance of doubt, existing Service(s) will continue to be provided and supported as usual during the network freeze.
6.2.8 Network Fish reserves the right to suspend the Service(s) temporarily in order to protect the
Network Fish Network in the event that the Customer/End User has been notified of an impending Denial of Service attack or other act of cyber-terrorism.
6.2.9 In respect of Smart Wires Services to be provided, the Customer may at any time prior to the handover of the access circuit to Network Fish by the underlying supplier, request that provisioning of the Service is placed on temporary hold (an “On Hold Request”).
6.2.9.1 In the event that Network Fish agrees in writing (including via email) to the On-Hold Request, the relevant Smart Wire Service(s) shall be placed on hold for a period not to exceed ninety (90) calendar days (the “Maximum On Hold Period”).
6.2.9.2 The Customer may at any time request in writing (including via email) that the Smart Wire Service(s) be taken off hold, whereupon Network Fish shall continue to provision the same.
6.2.9.3 If a Smart Wires Service is not taken off hold pursuant to Clause 6.2.9.2 above prior to the expiry of the Maximum On Hold Period, the order that Network Fish has placed with the underlying supplier for the relevant access circuit will be automatically terminated and:
(i) the Customer shall be liable to pay Network Fish any costs levied on Network Fish by the underlying supplier as a result of the termination of the order plus one hundred pounds (£100); and
(ii) Network Fish shall place a new order with the underlying provided for the relevant access circuit.
6.2.9.4 The process set out in Clauses 6.2.9 to 6.2.9.3 above may be repeated without restriction on the number of times, but the Charges set out in Clause 6.2.9.3 at point (i) above will apply on each occurrence.
6.2.9.5 Nothing in this Clause 6.2.9 shall oblige Network Fish to agree to any On-Hold Request.
6.2.9.6 The above is without prejudice to Network Fish’sright to invoice the Annual Charges from the Target Service Commencement Date as set out in the General Terms.
6.3 ABORTED END USER SITE VISTS AND EXPEDITE FEES
6.3.1 In respect of Smart Wires Service(s) and Off-Net Circuits, the Customer shall reimburse Network Fish for any charges levied on Network Fish by the relevant tail circuit supplier as a result of that tail circuit supplier not being given access to an End User Site as previously arranged and agreed with the Customer/End User.
6.3.2 In respect of new circuit provision (Smart Wires, Offnet Circuits etc), the Customer may have the option to expedite delivery through the payment of an Expedite Fee. Where an Expedite Fee appears on the Order Form, Network Fish will request an expedited delivery with the underlying provider. This will generally result in the circuit(s) getting a higher priority for planning/installation in order to achieve an earlier delivery date(s). Generally applying an expedite can reduce lead-time by around a third. When an Expedite Fee has been added to the Order Form, the Customer should be aware that this may mean short notice appointments and evening/weekend working and the Customer agrees to facilitate (and shall procure that the End User facilitates) the same.
6.4 FEES AND PAYMENT
6.4.1 Where there is a further Non-Recurring Charge (NRC) as a result of a Change Order (such as ECCs), such further NRC shall become invoiceable immediately upon signature of the relevant Change Order.
6.4.2 As from the Service Commencement Date, the Annual Charge and the Usage Fees shall, subject to Clause 6.4.3 below, be firm and fixed for the duration of the Initial Term.
6.4.3 Network Fish shall be entitled to increase the Annual Charge where Network Fish can reasonably demonstrate that such an increase is due to an increased cost of providing the Service(s) solely caused by a legal or regulatory change (including a regulated price increase by a supplier). Network Fish will provide at least thirty (30) days’ notice of any increase in the Annual Charge due to regulated price increases. Any such increase will not exceed the increased cost incurred by Network Fish in providing the Service(s). Network Fish will provide reasonable documentary evidence to support such price increase to the Customer, upon request.
6.5 ADDITIONAL CUSTOMER OBLIGATIONS
6.5.1 The Customer shall supply (or procure that the End User supplies) at its cost on an on-going basis, all space, power supplies, cables, trunking, electricity and air-conditioning as are required to receive the Service(s) and ensure the correct operation of the EUPE.
6.6 TERM AND TERMINATION
6.6.1 With respect to Clause 12.6 (b) of the General Terms, any further NRC committed to through a signed Change Order shall be recoverable as part of the Termination Payment. This Clause shall survive termination and continue in full force and effect.
6.7 IMPOSED AMENDMENTS
6.7.1 Network Fish shall have the right, by serving notice to the Customer, to amend the Contract at any time when this is required to comply with any regulations or requirements imposed upon Network Fish or its suppliers under its Permissions.