ASK4 Service Level Agreement Applicable To Managed Internet Services Provided In The EU

This Service Level Agreement (“SLA”) is applicable to the provision of Services in accordance with the ASK4 Managed Internet Service Terms: PBSA and PRS.

This SLA is subject to the terms of the ASK4 Managed Internet Service Terms: PBSA and PRS and capitalised terms will have the meaning specified in the ASK4 Managed Internet Service Terms: PBSA and PRS.

ASK4 reserves the right to change the terms of this SLA in accordance with ASK4 Managed Internet Service Terms: PBSA and PRS.

1. DEFINITIONS

1.1. In this schedule the following definitions shall have the following meanings:
“ASK4’s Core Network” the network between the Site Gateway and ASK4’s Network Edge excluding the Telecommunications Line;
“ASK4’s Monitoring Server” a server (or servers) deployed by ASK4 within the ASK4 WAN for monitoring service level metrics;
“ASK4’s Network Edge” the boundary between the network that ASK4 is administratively responsible for and other networks;
“ASK4 Support Team” ASK4’s technical support team (having appropriate skills and training) from time to time;
“Availability Period” the period as set out in Annex 1 to this SLA during which the performance against the relevant Service Level is measured (but excludes any periods where Planned Maintenance, Emergency Maintenance or a Force Majeure Event were taking place);
“Available” meeting the Site Connection Availability SLA, User LAN Availability SLA, Staff LAN Availability SLA, or the Building LAN Availability SLA (each as set out in Annex 1 to this SLA) as the context shall imply and as are applicable;
“Building LAN” means the network deployed within the Premises to provide the Additional Building Services other than the Staff LAN (if any);
“Emergency Maintenance” any maintenance that is required as a matter of emergency or urgency;
“ICMP Ping” protocol for testing whether network hosts are reachable as defined in RFC 1122;
“SLA Report” a written report detailing ASK4’s performance against the Service Levels set out in Annex 1 to this SLA and any accrued Service Credits;
“Planned Maintenance” any maintenance in respect of which ASK4 shall give to the Site Owner (and User where materially Service affecting) not less than five (5) Working Days’ prior notice;
“Pro-rata Unit Amount” means the annual Inclusive Service Fee excluding VAT divided by the total number of Users divided by the proportion of the relevant minutes, hours and days (as appropriate) bear to a period of 365 days;
“Service Credit” a credit against the Inclusive Service Fee calculated and payable in accordance with the provisions of this SLA;
“Service Event” a service event as identified in Part 3 of Annex 1 to this SLA;
“Service Failure” means where a Service is not delivered to the Service Level Guarantee Standard;
“Service Level Guarantee Standard” the level of performance which ASK4 must achieve in respect of each Service Level where a Service Credit is due, as set out in Annex 1 to this SLA;
“Site Gateway” a piece of network hardware deployed by ASK4 between the Site LAN and ASK4’s WAN;
“Site LAN” network deployed within the Premises including the User LAN and where provided the Building LAN and Staff LAN;
“Staff LAN” means the network deployed within the Premises to provide any Additional Building Services to the staff or other employees of the Site Owner or managing agent (if any); and
“User LAN” network deployed within the Premises to provide the User Internet Services.

2. SERVICE LEVELS

2.1. Following issuance by ASK4 of the Ready for Use Certificate the relevant Services shall be delivered in accordance with this SLA.

2.2. A Ready for Use Certificate may be issued in respect of a discrete part of the Premises and the provisions of this SLA shall apply only in respect of the Services provided to the parts of Premises where a Ready for Use Certificate has been issued.

2.3. The Service Levels set out in Part 1 of Annex 1 to this SLA shall apply to all Services. The Service Levels set out in Part 2 of Annex 1 to this SLA shall apply to the particular Services mentioned therein (as applicable). The Service Support provisions set out in Part 3 of Annex 1 to this SLA shall apply as therein mentioned.

2.4. Response times for Service Support as set out in Part 3 of Annex 1 to this SLA shall run from ASK4 being notified of a Service Event either by the Site Owner or a User and, in those cases where access to the Premises is required, shall cease to run for any period of time during which access to the Premises is restricted.

2.5. On reporting any Service Event the Site Owner’s staff shall, if so requested by ASK4 Support Team, carry out such basic diagnostic steps as the ASK4 Support Team may reasonably request with a view to establishing the nature and the cause of the Service Event.

2.6. The Site Owner shall ensure that its on-site staff are aware of the provisions of this SLA and shall take all reasonable steps to ensure that they co-operate fully with ASK4 in case of a Service Event.

3. EXCLUSIONS

General

3.1. ASK4 shall be relieved of its liability in respect of any failure to provide the Services to the Service Levels (including but not limited to any obligation to pay Service Credits) if, and to the extent that, such failure is attributable to any of the following:

3.1.1. a failure by the Site Owner to observe any of its obligations under this Agreement which have a direct or indirect impact upon ASK4’s provision of the Services (including by way of example and not limitation a failure to provide a continuous power supply to the System Hardware);

3.1.2. Site Owner’s Works and the Customer Network not being completed or maintained in accordance with the Enabling Specification or such other specification or direction provided by ASK4; or

3.1.3. a Force Majeure Event.

3.2. ASK4 shall be relieved of its liability in respect of any failure to provide the Services to the Service Levels where ASK4 has given notice of and is carrying out Planned Maintenance or is undertaking Emergency Maintenance.

3.3. ASK4 shall use reasonable endeavours to carry out Planned Maintenance at a time of day to ensure the least impact on Users as is reasonably practical in the circumstances. ASK4 shall give to the Site Owner and Users where practicable as much prior notice as possible of Emergency Maintenance but it is acknowledged by the Site Owner that the nature of the circumstances may mean providing prior notice may not be possible.

4Wireless

3.4. In respect of Service Levels for 4Wireless, ASK4:

3.4.1. shall be relieved of its liability in respect of any failure to provide the 4Wireless to the Service Levels (including but not limited to any obligation to pay Service Credits) if this failure can be demonstrated by ASK4 to have been caused by:

a. equipment installed and/or owned by the Site Owner that has not be notified to ASK4 and such equipment is causing wireless interference that ASK4 could not have reasonably been expected to address as part of the Installation Process; and

b. any device that prevents or interferes with the provision of the 4Wireless service that is installed by a User (such as a personal wireless router) and due to Applicable Laws (including but not limited to European Directive 2008/63/EC), ASK4 is not able to prevent the use of such a device pursuant to its User Agreement;

3.4.2. reserves the right to amend the channel width and nominal download speeds or to take other reasonable technical measures as are necessary to ensure ASK4 meets any Service Levels for 4Wireless and to maintain a consistent quality of service for all Users.

Vandalism

3.5. In any case where it may be reasonable to believe that a Service Event has been caused by vandalism (whether deliberate or accidental) by any person on the Premises the Site Owner shall, when reporting the Service Event, take reasonable steps to see if vandalism is a likely cause of the Service Event and shall report such vandalism to ASK4. In any case where a Service Event appears in the reasonable opinion of ASK4 to have been caused by vandalism paragraph 3.1.1 of this SLA shall apply and ASK4 shall not be required to respond in accordance with  Part 3 of Annex 1 to this SLA but shall endeavour to respond as soon as practicable. Any remedial work carried out by ASK4 as a result of vandalism shall be charged to the Site Owner at ASK4’s standard call out rates which shall be made known to the Site Owner on request.

Power

3.6. In any case where it may be reasonable to believe that a Service Event has been caused by a failure of electrical power to the System Hardware the Site Owner shall, prior to reporting the Service Event, take reasonable steps to verify whether there has been a power outage and if the Service Event is so caused, paragraph 3.1.1 of this SLA shall apply, ASK4 shall not be required to respond in accordance with Part 3 of Annex 1 to this SLA and the Site Owner shall itself be responsible for remedying the outage. The Site Owner shall procure that power is not restored to the System Hardware except in accordance with instructions given by ASK4’s support staff to ensure that no damage is done to the System Hardware. If, notwithstanding the foregoing, ASK4 staff are required to attend at the Premises and discover that the Service Event has been caused by a power outage, ASK4 staff will immediately report the position to the Site Owner’s staff at the Premises, allowing them to see for themselves the reason for the Service Event and in these circumstances ASK4 staff shall restore power (where it is safe to do so without requiring the services of an Electrician) and ASK4 shall charge the Site Owner at its standard call out rates which shall be made known to the Site Owner on request.

Shared Comms Rooms

3.7. In any case where it may be reasonable to believe that a Service Event has been caused by interference with the System Hardware in a shared comms room, paragraph 3.1.1 of this SLA shall apply and ASK4 shall not be required to respond in accordance with Part 3 of Annex 1 to this SLA but ASK4 shall endeavour to respond as soon as practicable. Any remedial work carried out by ASK4 as a result of the interference with the System Hardware shall be charged to the Site Owner at ASK4’s standard call out rates as set out in the Commercial Terms Sheet or which shall be made known to the Site Owner on request.

4. REPORTING

4.1. ASK4 will provide the Site Owner with SLA Reports (by such means as ASK4 shall in its sole discretion determine from time to time) on request from the Site Owner such that the Site Owner can monitor ASK4’s compliance with the Service Levels. The maximum frequency that reports may be requested will be determined with regard to the Availability Periods in respect of the individual Service Levels such that ASK4 may not be required to report in respect of any particular Service Level part way through the corresponding Availability Period. The parties shall discuss the SLA Reports in good faith by way of periodic meetings (if and when called by either party) on such date and at such place as shall be agreed between the parties.

5. SERVICE CREDITS

5.1. In the event that ASK4 fails to achieve the Service Level Guarantee Standard for certain Service Levels (as specified in the Annex), the Site Owner shall be entitled to Service Credits calculated in accordance with the provisions of this SLA.

5.2. The Site Owner shall be responsible for monitoring all accrued Service Credits (including details as to the nature and duration of the event for which the Service Credit relates) by requesting SLA Reports.

5.3. Where Service Credits are due, the Site Owner shall give notice thereof at least 30 days prior to the date on which ASK4 is obliged to issue a VAT invoice in respect of the next Inclusive Service Fee that falls due for payment and ASK4 shall reduce the amount of such Inclusive Service Fee by the amount of the Service Credits provided that if no further Inclusive Service Fee is payable then the Site Owner shall issue a VAT invoice to ASK4 within 30 days of any relevant SLA Report and ASK4 shall pay such invoice within 30 days of receipt. If the Site Owner does not notify ASK4 in the prescribed manner, then ASK4 shall have no liability to pay Service Credits.

5.4. It is ASK4’s understanding that credits or payments made to the Site Owner, by way of Service Credits, will in turn be used by the Site Owner to compensate Users. Such use will be entirely at the Site Owner’s discretion and ASK4 shall have no direct liability to the Users save as may be provided for under the User Agreement. If a Site Owner has made payment to the User by way of compensation, the Site Owner will co-operate and provide evidence of this to ASK4 on request such that ASK4 can rely on this as evidence the User has been compensated and as such is not also entitled to compensation under the User Agreement.  

5.5. ASK4’s total liability under these provisions relating to Service Credits shall in any event be limited to 25% of the Inclusive Service Fee payable in the year of the Term in which the Service Failure occurred.

5.6. The Site Owner shall only be entitled to claim Service Credit in respect of one Service Failure where one event has led to multiple Service Failures in Part 1 and Part 2 of Annex 1 to this SLA but the Site Owner can claim for the Service Failure that gives the highest Service Credit. The Site Owner shall also be entitled to claim Service Credits under Part 3 of Annex 1 to this SLA in respect of the same event, if applicable.

5.7. The entitlement to claim Service Credits pursuant to this SLA applies only in respect of User Internet Services that form part of the Inclusive Service. Any compensation for failures in respect of Additional User Service shall solely paid by ASK4 to the User pursuant to the User Agreement.

5.8. Where the Inclusive Service includes 4Wireless the Inclusive Service Fee will for the purposes only of Service Credits be deemed to be allocated as to 20% to the 4Wireless service and as to 80% to the Wired Connection.

ANNEX 1: SERVICE LEVELS