International Private Line Service
Section V - Specific Terms and Conditions for International Private Line Service
Company Local Entity: shall mean, for the purposes of the ownership of the IPL CPE used in connection with the provision of IPL services only, the Company Affiliate incorporated under the laws of the territory of the Customer Site at which the IPL CPE is to be located.
Customer Site: shall mean Customers originating terminating address Country A and/or Customers Distant End terminating address Country B, as applicable.
End-to-End Circuit: shall mean a service option in which Company has sole originating Customer Site to Distant End Customer Site service responsibility.
Extension Channel: shall mean access used to provide the IPL service between the POP / facilities owned or operated by the Company and the originating station.
Distant End: describes Customers or locations in the Country B location receiving Distant End Carrier communications services or facilities.
Distant End Carrier: shall mean an entity operating in the Country B location that provides communication services or facilities.
Distant End Half Circuit: shall mean the portion of a point-to-point international circuit between the Distant End Customer Site and the Theoretical Mid-Point of the appropriate satellite, transoceanic cable or terrestrial cable as applicable.
Half Circuit: shall mean the portion of a point-to-point international circuit between the originating Customer Site and the Distant End Customer Site, and the Theoretical Midpoint of the appropriate satellite, transoceanic cable or terrestrial cable as applicable.
IPL CPE: shall mean the equipment, which may be installed at a Customer Site by the Company or its designee for IPL service. For the purposes of IPL service only, IPL CPE shall form part of the service equipment.
Local Access: shall mean the circuit between a Customer Site and a Company designated Point of Presence (POP).
Normal Business Hours: shall mean between 9.00am and 5.00pm on a business day.
Off-Net Access: shall mean local access that is not wholly furnished via facilities owned or operated by Company or a Company affiliate.
One-Stop Shopping (OSS): shall mean a service that enhances the standard service by providing ordering and billing for the End-to-End Circuit to a select list of countries with which Company has established agreements with the applicable Distant End Carrier.
Originating Half Circuit: shall mean the portion of a point to point international circuit between the originating Customer Site and the Theoretical Mid-Point of the appropriate satellite, transoceanic cable or terrestrial cable as applicable.
Service Term: shall mean the length of time specified on the application for IPL Service set out in the Service Attachment for which the Customer agrees to accept and the Company agrees to provide the described IPL service, excluding the Distant End Carrier provided and invoiced circuit contracted between the Distant End Carrier and Customer as set out in the Service Attachment, as may be further set out in the Signed Contract.
Single-End Ordering (SEO): means an option of OSS where the Customer can order from the Company the complete End-to-End Circuit.
Single-End Billing (SEB): shall mean an option of OSS where either the Company will bill a Customer Site or the Distant End Carrier will bill the far end Customer Site for the End-to-End Circuit.
Theoretical Midpoint (TMP): shall mean the theoretical halfway point that divides an international private line circuit into its representative halves.
United States (U.S.)
2. General Terms and Conditions
2.1 Payment Terms
2.1.1 Billing for each IPL circuit starts on the day following the date the circuit is made available to Customer. In the event Customer selects Single-End Billing, the One-Stop-Shopping (OSS) (SEO/SEB) Terms and Conditions below will apply.
2.1.2 Local access facility charges are governed by the terms and conditions of the local access provider. Customer is responsible for paying and arranging for the provisioning of local access facilities unless Customer requests Company to act as Customer's agent to arrange for local access facilities on Customer's behalf.
2.1.3 If Customer is required by law to make any deduction or withholding from any payment due to Company, then, notwithstanding anything to the contrary contained herein, the gross amount payable by the Customer to Company will be increased so that, after any such deduction or withholding for taxes, the net amount received by Company will not be less than Company would have received had no such deduction or withholding been required. If any taxing or governmental authority asserts that the Customer should have made a deduction for withholding for or on account of any taxes with respect to all or a portion of any payment made hereunder, Customer will indemnify Company for such withholding taxes and to hold Company harmless on an after-tax basis from and against any taxes, interest or penalties levied or asserted against Company in connection therewith.
2.2 Cancellation or Delay of an Order Prior to Installation
2.2.1 Customer may, by written notice, cancel an order prior to the date Company makes the IPL circuit available to Customer. Upon such cancellation Customer will pay a cancellation charge equal to the greater of:
A. the total of non-recurring charges plus one months monthly recurring charges for the IPL circuit to be provided by Company, or
B. $ 6,000.00; plus all non-recurring, monthly recurring, and termination charges for U.S. local access facilities, if any, imposed by the providers of such facilities.
2.2.2 Where special construction of facilities has been started prior to the cancellation and there is no other requirement for the specially constructed facilities, Customer will pay a charge equal to the costs incurred in the special construction. Special construction of facilities for Customer is considered to have started when Company incurs any expense in connection with such facilities including preparation therefore, which would not otherwise have been incurred.
2.2.3 With ten (10) days prior written notice to Company, Customer may delay the scheduled in-service date of an order involving the installation or reconfiguration of an IPL circuit for a maximum of 30 days
2.3 Termination of Service
2.3.1 Requests for Termination: A request to terminate IPL services must be made in writing and mailed directly to Customers Company account manager a minimum of thirty (30) days prior to the requested date of termination.
A. The notice period begins upon receipt by Company of such written request for termination.
Such a request must contain:
· The specific GCI/Lease number of the IPL circuit to be terminated
· The requested termination date
2.3.2 Termination of Fixed Term Commitments: In the event Customer terminates an IPL circuit prior to the end of an agreed term of commitment, Company will impose an early termination charge as specified below.
A. Company IPL Service (Excluding Crossborder): If the Customer terminates the Company IPL Service prior to completion of the first year of IPL service, the Customer is liable to Company for the remainder of the total monthly charges for the unexpired portion of the first year of IPL service plus thirty-five percent (35%) of the total monthly charges for the remaining portion of the applicable term.
A.1 For IPL service terminated after the completion of the first year of IPL service and more than three (3) months prior to expiration of the term of commitment, Customer is liable for (35%) of the total monthly charges for the unexpired portion of the applicable term. For IPL service terminated within three (3) months of the expiration date of the term of commitment, Customer is liable for the total monthly charges for the remainder of the term commitment.
B. Crossborder Circuits: For Crossborder IPL circuits, except as otherwise specified above, if Customer terminates a fixed term plan prior to its expiration, Customer will pay termination charges to Company for any unexpired portions of the term remaining after the notice period for disconnecting a circuit. Customer is liable for termination charges equal to 100 percent (100%) of the applicable monthly recurring interoffice charges for any remaining portions of the first year of the term, and 50 percent (50%) of the charges for the remainder of any subsequent years.
2.4 Expiration of Fixed Term Commitments
2.4.1 Unless Customer initiates termination at least thirty (30) days prior to the expiration date of a current term of commitment, a circuit will be automatically renewed on a month to month basis at the then current rates for that term of commitment. All other terms and conditions will apply.
2.5 Modifications and Reconfigurations
2.5.1 Cutover: When Customer applies for a new IPL service to be provided or arranged for by Company and simultaneously requests (with written notice), termination of an existing IPL service to be effective on the same date as the date of activation of new IPL service, the notice period for termination of the existing service will not be required. However, Customer remains responsible for all charges (non-recurring and recurring), for local access facilities imposed by the provider of such facilities, including termination charges, if any.
2.5.2 Parallel Service: If Customer desires the continuation of an existing IPL service parallel to the establishment of a new IPL service between the same two points, upon receipt of written notice, Company will disconnect the original service and Customer will be charged for the actual number of days of parallel service, plus an amount equal to fifteen (15) days for service of the service being terminated. However, Customer remains responsible for all charges (non-recurring and recurring), for local access facilities imposed by the provider of such facilities, including termination charges, if any.
3. IPL Service from Asia Pacific
3.1 General: For IPL circuits ordered that are wholly located within the Asia Pacific region, Customers service will be provided in accordance with these terms and the terms of the Asia Pacific Master Terms and Conditions ("AP Master Terms") which Customer acknowledges having read and agreed to. Terms are available at www.verizonbusiness.com/legal/apmt or otherwise can be provided on request. Any service provided in the Asia Pacific region is provided by an in-country licensed operator.
3.2 Additional Information/Terms and Conditions for Asia-Pacific IPL Extended Service for China
3.2.1 China-US Cable: If the IPL service to be provided to Customer is via the China-U.S. cable network to which Company or any of its affiliates is a party, Company may suspend or terminate the IPL service immediately upon written notice as a result of a request of any interconnected carrier, or if the continued provision of the IPL service to Customer violates any agreement to which Company or any of its affiliates is a party, or if the China-U.S. routing is not available to Company or to any of the Company affiliates providing the Service.
3.2.2 Suspension: Customer will take all reasonable steps to ensure its right to suspend or terminate the IPL service to its users under similar circumstances and will hold Company and its affiliates harmless from and against any claims by Customer's users arising out of any such suspensions or termination.
3.2.3 Local Loop: (i) The provision of China-end local loop will involve additional charges levied by the local carrier including monthly recurring charges. Customer acknowledges and agrees to pay such additional charges; (ii) Company will settle all the required one-off charges with the local carrier on behalf of Customer for the provision of China-end local loop; Company will invoice Customer for such charges after commencement of the IPL service; and (iii) the service availability cannot be guaranteed and is subject to confirmation from the local carrier in China after the order is placed as there may be resource issues within the local carrier in China; Customer will be obligated to pay for any early termination charges and relocation charges imposed by the local carrier or third party service providers on the local loop service.
3.2.4 Procurement of Service: Any service provided in the Peoples Republic of China (China) is provided in China by a licensed Chinese operator.
4. Additional Terms and Conditions for IPL Service from Europe
4.1 Europe IPL Service Description
4.1.1 IPL from Europe is provided originating from a country within Europe to a border landing station and/or a Customer termination site that may be located in a country inside or outside Europe. A Distant End Carrier (other than the Company) may provide the Distant End Half Circuit to a distant end terminating customer location.
4.1.2 IPL Service from Europe comprises the following features:
· If required, the provision of a dedicated connection from an originating Customer Site in Europe to a Company POP.
· The provision of a dedicated IPL Half-Circuit connection from the originating Customer Site in Europe to the Theoretical Midpoint.
· The reactive monitoring of the Originating Half Circuit (including any Local Access and Extension Channel as applicable).
· Available bandwidth ranges from the Customer Site in Europe to the Theoretical Midpoint, as agreed between the parties.
· Company Local Entity, or where applicable the relevant Distant End Carrier will provide and install the applicable IPL CPE on Customers Site(s). The IPL CPE will at all times remain part of the service equipment.
4.1.3 Technical Support is available 24 hours a day seven days a week via the local Company Customer Service Centre in Europe. The telephone numbers of the appropriate Company Customer Service Centre will be communicated to the Customer via Customers account representatives. Technical Support may only be available from Customers Site in Europe through the Company provided Originating Half-Circuit dependant upon the non-Company supplied Off-Net Access circuits connecting the distant end Customer Site. Company may provide such technical support for Company supplied IPL CPE installed at such distant end Customer Site, upon Companys sole discretion. Support will be provided in English only, unless otherwise agreed. IPL service shall not include support for Customers customers and/or end users.
4.1.4 Customer shall retain all responsibility for contracting with the Distant End Carrier (or an alternative local supplier as appropriate) for the supply of any Off-Net Access circuits connecting the Theoretical Mid Point to the Distant End Customer Site.
4.2 Delay or Cancellation of a Europe IPL Order Prior to Installation
In the service order Customer requests a Requested Implementation Date (RID) for delivery of the IPL service. Based on this request Company will determine the date of delivery which will be communicated to the Customer either by letter, fax, e-mail or verbally following acceptance of the service order. If thereafter Customer requests a change to the date of delivery of the IPL service and such change is accepted by Company, Company may charge Customer the third party costs, including but not limited to third party access circuits and/or equipment, incurred as a result of the change for that Customer Site ("Delay Charge"). Company shall provide Customer with an invoice detailing the Delay Charge following commencement of the Service and payment shall be in accordance with the terms of the Guide.
4.3 Request for Termination after the Service Term
Notwithstanding anything to the contrary in the Signed Contract, if any, with Customer, a request to terminate an existing International Private Line Service after the initial (or Subsequent) Service Term must be made in writing and mailed directly to Company in accordance with the address for notices section of the Signed Contract unless otherwise stated in the service order form and to the local Company Customer Service Centre(s) in Europe. The telephone numbers of the appropriate Company Customer Service Centre will be communicated to the Customer using the Notice of Connection together with the main service specifications. Company requires a sixty (60) day notice period to the end or after the initial (or Subsequent) Service Term prior to terminating an existing International Private Line Service.
The notice period begins upon receipt by Company of such written request for termination. Billing for IPL service continues throughout the notice period whether or not the Customer continues to use the International Private Line Service.
Such a request MUST contain:
· The specific GCI/Lease number to be terminated
· The requested termination date when IPL Service is to cease
· The Customer contact name and telephone number
4.4 Expiration of Service Term
Unless a Party initiates a termination of IPL service at least sixty (60) days prior to the expiration date of a Service Term, a circuit will be automatically renewed on an annual basis thereafter upon the same terms and conditions (Subsequent Service Term).
4.5 Confirmation
Customer confirms it has read and understood the information set out and incorporated by reference herein, and agrees that the IPL service is provided pursuant to the terms of such Signed Contract as referred to above. Customer consents to allow Company to carry out credit checks to verify Customers identity and solvency for the purposes of the provision of the IPL service.
6. For Italian Orders Only
In accordance with Articles 1341 and 1342 of the Italian Civil Code, the Customer acknowledges having read the entire text contained in this Guide and hereby specifically approves the provisions contained in the following sections: Customer Responsibility, Software and Export, as well as the following text: The Customer agrees that the SLA contains the Customers sole and exclusive remedies for any performance based claim relating to the IPL service, including any failure by Company to meet the specific obligations set out in the SLA.
7. Inspection
Company may, upon notice, make such tests and inspections as may be necessary to determine that the requirements outline herein and the Signed Contract are being complied with in the installation, operation or maintenance of Customer or Company equipment. Company may interrupt the IPL service at any time, without penalty to Company because of departure from any of these requirements.
8. Testing and Adjustment
Upon reasonable notice, the channels provided by Company shall be made available to the Company for such tests and adjustments as may be necessary to maintain them in satisfactory condition.
9. Interconnection with Other Carriers
IPL service furnished by Company may be connected with services or facilities or another participating carrier. Such interconnection may be made at Company facility or at another participating carriers facility, or at the premises of a Customer, joint user, or authorised user. IPL service furnished by Company is not part of a joint undertaking with such other carriers. Any special interface equipment or facilities necessary to achieve compatibility between the facilities of Company and other participating carriers shall be provided at the Customer's expense. Upon the Customer's request and acting as its authorised agent, Company will attempt to make the necessary arrangements for such interconnection.
10. Routing
Company reserves the right to route data between Customer Site locations at its sole discretion.
5. One-Stop-Shopping (OSS) (SEO/SEB) Terms and Conditions
5.1 Service Description: One-Stop Shopping (OSS) is an optional feature available with Private Line - International Half-Circuit, in approximately 30 countries. OSS allows for Single End Billing (SEB), Single End Fault Reporting (SEFR) and/or Single End Ordering (SEO). The OSS feature is typically a bilateral arrangement between the Company and the foreign carrier, which means that the Company may order and bill its OSS Customer for both international half circuits, and the PTT or foreign carrier may order and bill its customer for both international half circuits. Companys OSS which can include single end ordering and/or single end billing (SEO/SEB)) feature, provides a Company point of contact for the planning, ordering, implementation, billing, management and maintenance of OSS Customer International Private Lines. OSS is an optional arrangement whereby a single carrier handles the coordination between OSS Customer and the other carrier(s) concerned. Company provides OSS in cooperation with the carriers with whom Company has a One-Stop-Shopping Agreement. However, Company may, at its discretion, also provide OSS Service with other carriers on an Individual-Case-Basis (ICB). Under certain circumstances, Company may impose administrative charges for the provision of certain services under the OSS arrangement. Company can provide quotations for such charges through its sales organizations. Under the OSS arrangement, each carrier's terms and conditions for the provision of International Private Line Circuits still apply.
5.2 OSS Definitions
5.2.1 Coordinating Carrier is the carrier, selected by OSS Customer, who will coordinate the overall quotation, accepts the order from OSS Customer by providing all required order form(s) and securing OSS Customer's signature, coordinating circuit provisioning and maintenance, and upon OSS Customer request provides Single-End Billing (SEB) on behalf of the Participating Carrier(s).
5.2.2 Participating Carrier(s) are the carrier(s) other than the Coordinating Carrier who will be involved in the actual provisioning of the requested service, and may or may not directly interconnect with the Coordinating Carrier.
5.2.3 OSS Customer is the individual or entity who requests the OSS arrangement and who signs all form(s) that are required by the Coordinating and Participating Carrier(s).
5.3 Features of OSS: The following are the basic features of OSS; however, all features may not be available with all countries or carrier(s). OSS Customer can select any or all of these available features. OSS Customer also selects the Coordinating and Participating Carrier(s).
5.3.1 Single-End Ordering (SEO): This feature allows OSS Customer to order an end-to-end circuit and equipment from the Coordinating Carrier.
5.3.2 Single-End Billing (SEB): This feature allows OSS Customer to receive a single bill for the entire single-end order. OSS Customer selects the billing carrier, and must also supply a billing address within the country of the billing carrier. Billing will commence once both carriers agree that the circuit meets the technical specifications (excluding OSS Customer provided equipment), and has been made available to OSS Customer.
5.3.3 Single-End Fault Reporting (SEFR): This feature allows OSS Customer to report faults to the Coordinating Carrier who coordinates fault investigation clearance; OSS Customer may also elect to report faults to the Participating Carrier(s). The Coordinating Carrier keeps OSS Customer apprised of fault clearance status and prospects for clearance.
4. Billing and Collection: Special provisions regarding the Single-End Billing of International Private Line Services are as follows:
4.4.1 The service at the Participating Carriers end of the circuit is provided under the terms and conditions of the Participating Carrier, including, without limitation, those related to conditions of use and limitation of liability.
4.4.2 Changes or modifications affecting the network may be ordered by OSS Customer(s) of record.
4.4.3 The Participating Carrier's charges, including cancellation charges and credit terms, apply only to the Participating Carrier's half of the circuit and may include local access. The charges and credits of the Participating Carrier may vary from what was originally quoted due to addition of taxes, bank charges, currency exchange rate fluctuations and rate and tariff changes. If the Participating Carrier's invoice is not available when the Coordinating Carrier's first bill is rendered, an estimate may be used. Subsequent invoices will adjust the difference.
4.4.4 OSS Customer will bear the risk of gain or loss due to currency exchange rate fluctuations. Any gain or loss on currency exchange arising out of settlements made with Participating Carrier(s), at a rate other than the billed rate, will be adjusted in a subsequent month's billing.
4.5 Participating Carrier payment terms are subject to the laws, rules and regulations of the carrier and country where service is provided. Failure to pay charges promptly upon rendition of the invoice may result in suspension of the Service by the Participating Carrier. Certain Participating Carrier's services may be billed on a quarterly or other periodic basis, in advance. OSS Customer will be required to pay the charges as billed to avoid discontinuance of Service and the OSS arrangement. In the case of OSS Customer's failure to pay, or the insolvency of OSS Customer, the carrier(s) may agree to discontinue Single-End Billing and revert to billing OSS Customer in their respective countries.