TERMS OF SERVICE
1. Resale of Service
Unless Customer has entered into a NetworkAntics Reseller agreement, resale of the Service is not permitted.
2. Accuracy of Customer Information
2.1. The Customer will provide NetworkAntics with accurate and up to date information: (i) when completing the Quote; and (ii) when Customer contacts NetworkAntics to report a suspected fault and is asked a standard set of structured questions.
2.2. NetworkAntics shall not be liable for any loss suffered as a result of the Customer’s failure to provide accurate information or any relevant facilities, which may lead to a delay in installation or service repair.
3. NetworkAntics Hosted Service
3.1. NetworkAntics agrees to provide the Customer with the Service. For NetworkAntics provided Hosted Services, the Customer and NetworkAntics shall enter into a Pricing Quote or Statement of Work that shall be incorporated herein by reference.
3.2. To ensure better quality of service, it is recommended that the Customer must order (or upgrade where necessary), and retain for the duration of the Service for the Customer Sites for which the Service is ordered.
4.1. The Customer agrees to ensure that service staff of NetworkAntics or the provider of the service equipment are given access to the Customer Site to install the Service Equipment. The Customer shall state a contact person for the installation. This person shall be available for questions with regard to details of the Customer Site and to assist service staff where necessary.
4.2. Customer must produce a Customer responsibility document, detailing the Customer Site preparation requirements, which will be incorporated by reference in the Quote.
4.3. The Customer is responsible for providing all internal cabling to connect the Customer Equipment to the Service Equipment. Upon Customer request in the quote form, NetworkAntics may provide standard internal cabling at an additional charge, provided the Service Equipment and the Customer Equipment are located in the same room within a distance of 15 meters of each other. If the Customer requires NetworkAntics to provide extended internal cabling outside the above limitations, NetworkAntics will perform a site survey to determine if such internal cabling can be provided by NetworkAntics, and the additional charges that would be applicable.
4.4. After the installation by NetworkAntics any internal cabling becomes part of the Customer Equipment.
4.5. NetworkAntics points out that in case of jointly used office buildings there is often a common entrance point for telecommunication providers. Any facilities and extra cabling necessary within the Customer Site, in particular the connection between the Telco entrance point and Customer’s IP connection point, are not included in the provision of the Service and are the Customer’s sole responsibility. The Customer must ensure that the IP Router – if it is not provided by NetworkAntics – and extra cabling are available when a Access Circuit is installed.
4.6. Each Hosted Service will be configured by NetworkAntics in accordance with Customer supplied information for each User and delivered to the Customer. Where the Customer orders “On-site installation” as part of the Service, NetworkAntics will also test the Hosted Service at the Customer Site.
4.7. Unless otherwise requested by the Customer the installation will be carried out from Monday to Friday during local Business Hours.
5. Service Provisioning and Testing
5.1. The Customer will complete a site survey to determine whether the Customer’s network and facilities will support the provision of the Service. For Hosted Services, the Customer may complete the site survey or request NetworkAntics to carry out a site survey at the Customer’s cost.
5.2. Customer should carry out a basic assessment on the Customer’s LAN(s) (the “Basic LAN Assessment”), in order to confirm that the Service can be supported. If the Customer delays the LAN Assessment, it may not be carried out until after acceptance of the Customer Quote Form. If NetworkAntics then determines that the LAN Assessment results illustrate that the Service cannot be supported either Party may terminate the Service Installation without penalty except that the Customer will become liable for any termination charges incurred by NetworkAntics as a result of such termination.
5.3. The Customer will provide NetworkAntics and/or its subcontractor(s) with such assistance and information as reasonably required to provide the Service.
5.4. The Customer agrees to provide NetworkAntics and its subcontractors and their respective employees and agents access to the Customer Sites where any Service is provided (including access to associated equipment) as necessary for NetworkAntics and its subcontractors to provide the Service.
5.5. The Customer shall allow, authorize and cooperate with NetworkAntics and/or its subcontractor(s) to perform the following, whether or not on Customer Site(s): (i) a follow up site survey, where applicable, to further determine whether the Customer network and facilities will support the provision of the Service; (ii) any applicable pre-service testing on local service facilities; and (iii) any other testing involving the provision of the Service, including, but not limited to, post-installation testing.
6. Activation of Service
6.1. The Service Activation Date shall be the Completion of Proof of Concept.
6.2. In relation to the NetworkAntics provided Hosted Service the Service Activation Date shall be:
6.2.1. for purchase of the Service equipment from NetworkAntics (which shall then become Customer Equipment upon the Service Activation Date), the date on which NetworkAntics confirms to the Customer that the equipment has been delivered to the Customer Site, or, if earlier, where no confirmation is received by the Customer, no later than 5 Business Days following the date of delivery; and/or
6.2.2. for the Hosted Service, the Completion of Connection Date.
6.2.3. for the Managed Service, the Quote Accepted Date.
7.1. Charges shall be as set out in this Quote Order and/or in the applicable Statement of Work.
7.2. With the exception of Hosted Service, the Customer will receive an invoices in respect of the Service. The invoices will include the following:
7.2.1. Setup and Add, Moves, Changes Charges (where applicable) invoiced monthly in arrears; and
7.2.2. Managed Service Charges (where applicable) will be, invoiced monthly in advance. Feature Charges will be billed monthly in arrears.
7.2.3. NetworkAntics may amend Call Termination Charges on 30 days written notice to the Customer.
7.3. For Hosted Service the invoices may include the following:
7.3.1. Installation Charges or configuration Charges as detailed in the Pricing Quote or Statement of Work which may be invoiced on or at any time after the Service Activation Date;
7.3.2. Charges for the purchase of the Customer Equipment which may be invoiced on the Service Activation Date; and
7.3.3. Rental Charges for the Service and/or Service Equipment that may be invoiced monthly in advance.
7.3.4. Professional Services Charges as detailed in the Pricing Quote may be invoiced on the Service Activation Date.
7.4. All Charges shall be calculated by reference to data recorded or logged by NetworkAntics and not by reference to any data recorded or logged by the Customer, nor by reference to any information provided by NetworkAntics to the Customer for information purposes only.
8.1. Either party may terminate the Service on 30 (Thirty) days prior written notice to take effect on the expiry of the relevant Initial Service Term.
8.2. If the Service is not terminated, it shall thereafter automatically renew for further one (1) year periods on the anniversary of the Service Activation Date (the Renewal Term).
8.3. Similar to the cancellation of the Initial Term, either party may during the renewal periods terminate this Service Agreement at the end of each Renewal Term giving the other party 30 (Thirty) days prior written notice.
8.4. In the case of termination by the Customer, such notice to be copied to the local NetworkAntics Customer Services department.
8.5. If the Customer terminates the Hosted Service, or NetworkAntics terminates the Hosted service as a result of Customer’s breach, this Service will automatically terminate and NetworkAntics reserves its rights to claim early termination charges as permitted by law.
8.6. For the avoidance of doubt, if the Hosted Service is terminated for any other reason, this Service will automatically terminate.
9.1. Scheduled maintenance on the NetworkAntics Network will be performed during a standard maintenance window on Saturdays and Sundays from 2am to 6am local time, as necessary.
9.2. NetworkAntics reserves the right to change these maintenance times, where necessary, upon prior notice to the Customer.
9.3. NetworkAntics also reserves the right to perform emergency maintenance without prior notice.
10.1. Customer acknowledges that the logical and physical security measures in relation to the Services are the sole responsibility of the Customer. Customer agrees that NetworkAntics will not be held liable for any losses arising out of security breaches of the Customer Services.
10.2. Without limiting the generality of aforesaid, Customer is aware that hosted accounts are known targets for malicious access and abuse. Customer must take all reasonable precautions to protect the Hosted Account security from being breached by (amongst other things) assigning secure passwords, changing the passwords regularly and to take such necessary measures to properly secure the Customers’ Hosted Service. NetworkAntics will not be held liable for any losses arising out of Hosted Accounts that have been compromised
NetworkAntics will in no event be liable for lost or interrupted data, messages, packets, or other information transmitted to or from third party networks if the loss or interruption takes place outside of the NetworkAntics Network.
1. Access Circut
1.1. Unless otherwise agreed with Customer in writing NetworkAntics orders, configure and tests the Access Circuit on behalf of Customer through an agency letter that the Customer provides to NetworkAntics. The Customer shall be responsible for providing the necessary Customer Equipment to connect its network to the Service Equipment and for ensuring that such Customer Equipment is fully compatible with the Service Equipment.
1.2. NetworkAntics will provision the Access Circuit from a third party telecommunications operator (“Telco”).
1.3. Any extra cabling necessary within the Customer Site, including but not limited to the connection between the Telco entrance point and the Customer’s IP connection point, is not included in the provision of the Service and is the sole responsibility of the Customer.
2. DSL access lines
If the Service is delivered in combination with ADSL Internet service or with MPLS-VPN with DSL access
lines, the following limitations apply:
2.1. Due to the nature of DSL access lines, the Service can suffer from reduced call quality.
2.2. In case of prolonged call quality issues, the Customer may order an upgrade to an access technology and/or IP Service for which NetworkAntics can commit to call quality. Any additional charges or costs associated with such an upgrade are for the Customer.
3. Customer Equipment
3.1. The Customer is responsible for obtaining, installing, configuring and maintaining all Customer Equipment including, but not limited to gateways and firewalls, software, wiring, power sources, telephone connections and/or communications service necessary for inter-connection with the NetworkAntics Network or otherwise for use in conjunction with the Service.
3.2. The Customer is responsible for ensuring that such Customer Equipment is compatible with NetworkAntics’s requirements and continues to be compatible with subsequent revision levels of NetworkAntics-provided equipment, software and services.
3.3. For the NetworkAntics Hosted Service certified by NetworkAntics as compatible with the NetworkAntics Network can be supported. NetworkAntics will conduct an interoperability test on such Hosted Service to identify any service restrictions that will have to be taken into consideration when designing a customer solution for the NetworkAntics Hosted Service option.
3.4. NetworkAntics is not responsible for the availability, capacity and/or condition of any Customer Equipment not provided or managed by NetworkAntics.
3.5. The Customer is responsible for operation and configuration of its Customers’ computer(s) and LAN/WAN if it’s not managed or hosted by NetworkAntics.
3.6. If the Customer connects any Customer equipment to the Service the Customer will be liable for any and all damages if such connection causes any malfunction or failure to the Service or the equipment or software of NetworkAntics, this Customer, or any third party.
4. Service Equipment ***
4.1. The Service Equipment will be provisioned with a standard configuration in respect of the ordered Service. The Customer agrees to install the Service Equipment according to NetworkAntics’s instructions, unless it is installed by NetworkAntics on the Customer Site (“Onsite Installation”).
4.2. If the Customer has elected to rent the Service Equipment, then:
4.2.1. The Service Equipment remains the property of NetworkAntics. Upon end of Service it shall be returned to NetworkAntics. NetworkAntics shall bear the shipping costs for the delivery and return of the Service Equipment.
4.2.2. Risk of loss and/or damage in the Service Equipment is that of the Customer, and the Customer shall ensure that it or its Customer is sufficiently ensured against such risks.
4.2.3. The Customer must identify a suitable location for the Service Equipment. The location must be dry, free from vibration and well ventilated. Installation is only possible if the distance from the termination point of the Access Circuit and a 120V energy supply to the position the Service Equipment is not greater than 2 meters.
4.2.4. In the event of failure of the Service Equipment, NetworkAntics will repair or replace (at NetworkAntics’s discretion) the Service Equipment where such failure is covered by the warranty of the original equipment manufacturer. Where the Service Equipment is replaced, the Customer will return the original Service Equipment to NetworkAntics.
4.2.5. Maintenance will be provided during Business Hours with Service
4.2.6. Equipment repair or replacement latest next Business Day (Monday to Friday, excluding National Holidays).
4.2.7. The Customer accepts liability for any costs incurred by NetworkAntics as a result of repair or replacement of Service Equipment where the Service Equipment failure was caused by Customer’s use, misuse or changes to the Service Equipment, other than as previously agreed to in writing by NetworkAntics. The Customer agrees to support the replacement of the Service Equipment according to NetworkAntics’s instructions.
4.3. If NetworkAntics manages the Service Equipment, NetworkAntics will retain the password for the Service Equipment. Responsibility for the IP configuration of the Service Configuration lies with NetworkAntics. NetworkAntics will make changes to the configuration if requested by Customer. NetworkAntics will retain the version of the configuration installed on the Service Equipment and reinstall this copy configuration if required. NetworkAntics reserves the right to charge a separate installation fee for complex configurations.
5. Optional Features
The following features are optional and an additional charge may be payable by the Customer:
5.1. IP router provided by the Customer
5.1.1. The Customer can provide its own IP router to connect to the NetworkAntics Network Hosted Services, provided that the Customer has made an express request to NetworkAntics to that effect and that the Customer has obtained NetworkAntics’s written consent, which consent may be withheld for any reason as determined in the sole discretion of NetworkAntics.
5.1.2. Similarly, the Customer must obtain NetworkAntics’s written consent prior to any modification of the IP router. Any such IP router must be fully compatible with the NetworkAntics equipment.
5.1.3. NetworkAntics will not manage such Customer provided IP router and will not provide support in the event of failures or faults in such Customer provided IP router when utilizing NetworkAntics Hosted Service or performing a OneOff IT project. The Customer shall have sole responsibility for resolving any such problems.
5.2. Backup Circuit
5.2.1. The Backup Circuit option provides the Customer with a backup connection into the NetworkAntics Network in the event of failure of the primary Access Circuit for NetworkAntics Hosted Service.
5.2.2. The Customer is aware, that if the capacity of the Backup Circuit is smaller than the capacity of the primary Access Circuit, the concurrency and quality of data connection may be significantly degraded during the outage of the Access Circuit, when the access to the NetworkAntics Network is established via the Backup Circuit.
5.2.3. NetworkAntics recommends that the capacity of the Backup Circuit and the primary Access Circuit should be the same. The speed of the Backup Circuit service may not exceed the speed of the primary Access Circuit.
5.2.4. In the event of failure of the primary Access Circuit, the IP routing is transferred automatically from the primary Access Circuit to the Backup Circuit. When the primary Access Circuit recovers, the IP routing is automatically switched back to the primary Access Circuit and the Backup Circuit will become idle again.
5.2.5. Backup Circuit is only available for Services with managed Service Equipment and NetworkAntics provisioned Access Circuit. NetworkAntics will provision the leased line for the Backup Circuit as well.
5.2.6. Both lines must connect to NetworkAntics Points of Presence (PoP). They can terminate into the same POP or into different POPs. The lines can connect to the same IP router or to different IP routers at the Customer Site.
5.2.7. The Customer acknowledges that the Backup Circuit must not be used for other purposes than as a backup in case of outage of the primary Access Circuit and cannot be used for load balancing. In case of non compliance by the Customer with this obligation, the Customer will pay NetworkAntics the amount of the then current monthly list price for a primary Access Circuit for the use of the Backup Circuit during that specific month, regardless of the duration of the use and in addition to the amount that is invoiced for that month for both the primary Access Circuit and the Backup Circuit according to the Agreement. NetworkAntics has the right to withdraw the use of this optional service in case of the use of the Backup Circuit for other than backup purposes.
5.2.8. If the Backup Circuit service is not ordered at the same time as the primary Internet Service the contract for the Internet Service will be extended for at least another 12 months.
The total price of the work, to include all labor and materials above is:
If the above total price, scope of work, specifications, and conditions are acceptable, sign below indicating your acceptance and authorization for Client Company to proceed with the work described in this quotation. Upon signature and payment in accordance with this quote, Sender Company will proceed with the work.
This document is concluded under the terms of the Master Services Agreement between NetworkAntics and the Customer, and these terms and the Master Services Agreement shall be read as one agreement. Customer consents to allow NetworkAntics to carry out credit checks to verify Customer identity and solvency for purposes of the provision of the Service.