Leased Line Terms and Conditions

Leased Line Terms and Conditions

1   Agreement

1.1. The leased line (“Ethernet Service”) is supplied to the end customer (the “Customer”) by Novahub Limited using Novahub’s underlining service provider (the “Provider”) as selected and offered by Novahub.

1.2. This agreement is made solely with Novahub and is made in conjunction with the Novahub Master Service Terms, the Services Agreement and any Schedules, and Terms and Conditions enforced by the Provider and incorporated into this agreement.

1.3. Schedule A contains relevant Service Level Agreement (SLA) information.

2  Ordering

2.1. Novahub shall validate any order received by whatever method before accepting it as an order. Novahub shall either provisionally accept or reject the order submitted by the Customer. Novahub shall not be obliged to give any reason for the rejection of an order. Provisional acceptance shall be provisional on any necessary site and installation surveys as set out in clause 6 below. Provisional acceptance shall not be binding on Novahub as regards any desired installation or commencement dates which shall be indicative in nature only.

2.2. Novahub may, as part of its provisional acceptance of the order, impose special terms which will be advised to the Customer in writing. Any such special terms shall be deemed to be a variation of the order. In the event that Novahub imposes such special terms the Customer may cancel its order without penalty within 7 days of notification thereof by Novahub.

2.3. Novahub may vary the initial pricing provided by levying an additional charge where the provision of the Ethernet Service, or part thereof, requires the provision of resources that exceed the level of resource which would normally be required to supply such service (“Excess Construction Charges”). Novahub shall notify the Company of any such Excess Construction Charges. The Customer shall either accept such Excess Construction Charges, in which case they shall be deemed to be incorporated in the order and a revised order will be reissued to include such charges, or reject them, in which case the order will be deemed to be cancelled. If the Customer neither accepts nor rejects the Excess Construction Charges the order will be automatically cancelled by Gamma 12 days after notification of such charges. Although Excess Construction Charges are typically identified following site survey, it is possible in certain circumstances that they may arise later on during the provisioning process if, following an attempt to deliver the Ethernet Service, additional infrastructure, work is required to provide the Ethernet Service.

2.4. Initial prices provided for the rental of IP addresses or for the installation of equipment by Novahub are subject to subsequent change in the event that the prices charged to Novahub by its supplier or sub-contractor are increased subsequent to the placing of the order and before the Ethernet Service is activated. Any such price variation shall be restricted to the price variation actually suffered or enjoyed by Novahub.

3  Service Provision

3.1. Novahub reserves the right not to provide the Ethernet Service to any site and to withdraw its provisional acceptance of an order for reasons including, but not limited to:

3.1.1. The distance between a site and the point of presence of the Provider or its underlying service provider;

3.1.2. If a site survey finds that a site is not suitable for the provision of the Ethernet Service, or;

3.1.3. If the Customer does not agree to pay the Excess Construction Charges or any other Charges reasonably levied by Novahub in addition to the initial charges.

3.2. Subject to clause 3.1 above Novahub will issue a final acceptance of the order to the Customer. Such final acceptance will include the agreed date that installation of the Ethernet Service can be completed by the Provider (the “Contractual Delivery Date”).

3.3. The Contractual Delivery Date may be later than the Customer required date shown on the order if:

3.3.1. The Customer Required Date falls before the minimum order lead times, or

3.3.2. Novahub or the Provider encounters delays (including, but not limited to, complications connected with the site survey) which could not reasonably have previously been foreseen.

3.4. On a date during the order fulfilment process which will be advised by Novahub to the Customer, Novahub or the Provider or its nominated sub-contractor will visit the Customer site to install the network terminating equipment (“NTE”). Standard installation time is 4 hours.

3.5. In the event that installation is extended beyond such time through no fault of Novahub or the Provider (including, but not limited to, unreadiness on the part of the Customer, difficulty in accessing the site, non-availability of the named contact, necessity of decommissioning redundant hardware or lack of availability of the required power circuits) Novahub shall be entitled to charge the Customer with additional charges that Novahub has incurred from its suppliers.

3.6. Within two working days of completion of the installation of the NTE the Service will be connected to the Providers network and, following the successful conclusion of a series of commissioning tests performed by Novahub and the Provider or its nominated sub-contractor, the Service will be deemed to be ready for use and Novahub shall be entitled to invoice the Customer for such Service from this date (“the Installation Date”).

3.7. The “Service Commencement Date” is subject to successful testing of the final installation with the Provider and Novahub and may be subsequent to the date when the Service is deemed ready for use as set out above.

3.8. Novahub shall be responsible for the provision of the Ethernet Service including any Broadband backup Service where applicable up to the Service Demarcation Point.

3.9. The Provider and Novahub will use reasonable efforts to install the Ethernet Service by the Contractual Delivery Date and perform the commissioning tests within two working days thereafter. The Customer acknowledges that all timeframes are estimates only and that service levels are target service levels only. Service Credits shall be the Customer’s only remedy in the event of any failure by the Provider or Novahub to meet the Contractual Delivery Date or for any failure to meet any service levels or to repair a fault within any given timeframe.

4  Service Cessation and Cancellation

4.1. The Ethernet Service to a site may be terminated by the Customer on 60 days written notice to Novahub and the Customer shall pay to Novahub the Charges due up to the date of such termination (the “Termination Date”). For the avoidance of doubt, in the event that the Customer terminates an Ethernet Service, or part thereof, within its minimum contracted term (as set out in the order) Novahub shall be entitled to invoice the Customer for the Charges up to the Termination Date together with any such Charges falling due as a result of its early termination and the Customer shall pay any such invoice correctly raised by Novahub under its contractual terms of payment.

4.2. Novahub may terminate the Ethernet Service or part thereof on three (3) months’ written notice to the Customer provided that such notice extends the termination date beyond the end of the minimum term as set out in the order for that circuit.

4.3. Novahub may terminate the Ethernet Service immediately by notice to the Customer if Novahub or the Provider are required to do so by a direction of Ofcom.

4.4. If the Customer terminates the Ethernet Service or part thereof before the end of the minimum term Novahub shall be entitled to invoice the Customer with the recurring Charges for that Service from the effective date of termination for the remainder of the minimum term.

4.5. If the Ethernet Service or part thereof is terminated for any reason Novahub will inform the Customer of that fact and that the Customer needs to make alternative arrangements. This clause shall survive the termination of such Service.

4.6. If the Customer cancels an ordered Ethernet Service or any part thereof, notwithstanding that the order such service has only been provisionally accepted by Novahub, the Customer agrees to reimburse Novahub for any direct costs Novahub has incurred in preparing to deliver the Ethernet Service in addition to any standard cancellation charge. If the order includes any Excess Construction Charges such charges will be payable in full by the Customer on cancellation of an ordered Service.

4.7. If the Customer cancels a planned installation after 12:00 p.m midday on the Business Day immediately prior to the installation date Novahub shall be entitled to charge the Customer with the full amount which it would otherwise have charged for the aborted installation or, in the case of planned out of hours installations, 1.5 times its standard installation charge for planned installations after 17:30 on Business Days and Saturdays and 2 times its standard installation charge for planned installations on Sundays.

4.8. If the Customer requests a change to the required date and/or the Contractual delivery date (where this has been accepted by Novahub) and subsequently cancels the order any cancellation charge will be calculated using the later of the original Customer Required Date, the revised Customer Required Date and Contractual Delivery Date.

4.9. Novahub will not levy a cancellation charge in the event that the cancellation is as a direct result of the Provider’s failure to deliver the Ethernet Service within a reasonable timeframe.

5  Changes

5.1. The Customer may request a change to the bandwidth of an installed Ethernet Service as follows where all such changes will be made in accordance with the lead times for such work:

5.1.1. Once a month in respect of an upgrade in the overall bandwidth; or

5.1.2. Once in any 12 month period in respect of a downgrade in the overall bandwidth; or

5.1.3. Once a month in respect of a change to the capacity allocated to the internet service

5.2. Where more than one downgrade occurs in any one 12 month period, the monthly rental shall not be reduced for the second and any subsequent downgrades.

6  Surveys and Installation

6.1. Provision of the Ethernet Service will be subject to the completion of a satisfactory site survey by Novahub and the Provider or its sub-contractor. The Customer acknowledges that it will be necessary for Novahub and the Provider or its sub-contractor to visit a Customer site or sites to conduct such survey and for the purposes of installation.

6.2. Where an appointment is made for the Provider or its sub-contractor to visit a Customer premise, including for the purposes of a site survey or for installation, and the visit cannot be successfully completed due to:

6.2.1. The inability of the Provider or its sub-contractor, through no fault of their own, to complete the work;

6.2.2. The inability of the Provider or its sub-contractor to gain access to the site or sites or any part thereof which is necessary for the work;

6.2.3. The appointment is broken by the Customer; or

6.2.4. Any other reason where the Provider or its sub-contractor is not at fault,
Novahub will charge the Customer an aborted visit charge.

6.3. Unless otherwise agreed in writing between the parties the Customer must request that Novahub cancels the appointment within forty-eight (48) hours of notification of the preferred installation date. In the event that the Customer does not agree such an appointment, the appointment will be deemed to have been fixed for the Providers preferred installation date unless a revised customer date is subsequently agreed.

6.4. Site visits are subject to the site being within the United Kingdom (including Northern Ireland with the exception of Kingston upon Hull, Isle of Man, Isles of Scilly and the Channel Islands. Novahub shall be entitled to levy reasonable additional charges for site visits and installations where this is not the case.

7  Service Assurance and Problem Management

7.1. Novahub nominated contacts will be the only point of contact for the notification of faults with the Ethernet Service and their resolution.

7.2. Novahub and/or the supplier of such equipment will provide the maintenance of any equipment installed on a site as part of the Service.

7.3. The Customer will be responsible for initial fault diagnosis and will report a fault to Novahub only where it reasonably believes the fault is not caused by any Customer installed equipment or any malfunction on the Customer’s internal network. Novahub shall be entitled to charge the Customer for an abortive visit charge if a visit results in the fault being traced to any Customer installed equipment or any such malfunction (or if Novahub or its subcontractor fails to gain entry to the Customer site).

8  Service Constraints

8.1. The Customer acknowledges and accepts that there may be certain technical limitations to the Ethernet Service as set out in clauses 8.2 to 8.4 below.

8.2. There may be technical or geographical limitations which do not enable the Ethernet Service to be installed. Provision of the Service is conditional on a site survey when such limitations will normally become apparent. In the event that a site survey reveals that the required Ethernet Service cannot be installed Novahub will cancel the order without charge to the Customer.

8.3. If during the commissioning of the Ethernet Service it is found that, despite the reasonable endeavours of the Provider and/or its sub-contractor, the bandwidth performance as set out in the order cannot be achieved, Novahub will cancel the order without charge to the Customer.

8.4. Certain technical limitations may not become apparent until after the Ethernet Service has been installed and has been working for some time. In such cases where no alternative solution can be found, Novahub shall be entitled to withdraw the Ethernet Service and will issue a credit or credits to the Customer for any Charges which have already been invoiced to the Customer in relation to the Ethernet Service (save for any charges for abortive visits). For the avoidance of doubt it should be noted that the available IP throughput of a circuit will be lower than the standard port speeds advertised owing to management and encapsulation overheads. Successful conclusion of the commissioning tests performed by Novahub or its Provider or nominated subcontractor shall be prima facie evidence that such management and encapsulation overheads are within normal parameters for the type of circuit concerned and no cancellation will be permitted under the provisions of paragraph 8.3 or 8.4 unless expressly agreed by Novahub.

8.5. In the circumstances referred to in clauses 8.2 to 8.4 above, and notwithstanding anything to the contrary in this order or in the Supply Agreement, Novahub shall have no liability to the Customer for any failure to provide the Ethernet Service, the performance of the Ethernet Service, its effect on any other services or equipment or the withdrawal of the Ethernet Service, save as set out above.

9.1. Equipment provided by the Provider or by its sub-contractors for the delivery of the Ethernet Service (“the Equipment”) remains the property of the Provider or its sub-contractors, as the case may be, and the Customer shall not acquire any property in it.

9.2. The Customer shall provide a suitable place, conditions, connection points and electricity supply for the Equipment according to Novahub’s reasonable instructions, or those of Novahub’s sub-contractors, and carry out any site preparation work reasonably required by Novahub or its sub-contractors.

9.3. The Customer shall obtain all necessary third-party consents required in relation to building alterations or additions, access to land or other permission required to install the Equipment or, where this is carried out by Novahub or the Provider or its sub-contractor, shall render all reasonable assistance required.

9.4. The Customer is responsible for the Equipment and shall be liable to Novahub for any loss or damage to it save where such loss or damage is caused by fair wear and tear, is caused by Novahub or the Provider, its sub-contractor or anyone authorised to act on their behalf. The Customer shall take all reasonable steps to prevent any damage to the Equipment and to prevent anyone (except anyone acting on Novahub’s or the Provider or heir sub contractor’s behalf) from adding to it, modifying it or interfering with it in any way.

10  Connection

10.1. Any equipment connected to the Ethernet Service must be technically compatible with the Ethernet Service and connected and used in compliance with any applicable instructions, standards or laws. Any such equipment should not cause any damage to the Provider’s network, the Ethernet Service, the Equipment, any other customer’s network or the network of any underlying service provider.

10.2. If the Customer becomes aware that any equipment connected to the Ethernet Service does not comply with the relevant instructions, standards or laws they should immediately disconnect the equipment or ensure its immediate compliance. Failure to disconnect non-compliant equipment will result in the Provider disconnecting it at the Customer’s expense.

10.3. Novahub will not be liable for any failure to meet any service levels or any failure of the Ethernet Service or any other obligations if such failure has been found to be caused by the connection of any equipment other than in compliance with this clause 10.

11  Access

11.1. Novahub or the Provider and/or its sub-contractor will conduct any required site visits during normal working hours, that is to say between 08:00 and 17:00 Mondays to Fridays (excluding UK public and bank holidays). In the event that the Customer requests a site visit outside such hours this will be the subject of an additional charge. Such charge will not apply to visits to repair faults.

11.2. The Customer will provide access to the site to Novahub or the Provider and/or its sub-contractor for the purposes of site surveys, installation or otherwise as required for the provision of the Ethernet Service. The Customer shall provide a suitable and safe working environment for Novahub’s or the Providers employees and authorised sub-contractors at the site. The Customer shall indemnify Novahub and the Providers and its sub-contractors for death or personal injury claims or actions threatened or brought against them resulting from the Customer’s breach of this clause 10.2, save where such claim or action results from Novahub’s or the Providers negligence or that of its employees, sub-contractors or agents acting in the course of their employment or agency.

11.3. Novahub and the Provider agrees to observe and ensure that its employees observe the Customer’s reasonable security and safety requirements insofar as these are communicated to Novahub or its employees.

11.4. It is the responsibility of the Customer to make good or re-decorate any areas of the site affected by the installation of the Ethernet Service save where any damage is caused by Novahub’s or the Providers negligence in which case the limitation of liability provisions of the Supply Agreement shall apply.

12  Use of Service

12.1. If Novahub notifies the Customer (or the Customer becomes aware) that the Ethernet Service is being used in breach of the Use of Services provisions contained in the Supply Agreement the Novahub shall immediately inform the Customer that the Ethernet Service will be disconnected if the breach continues. If the Customer continues to use the Ethernet Service in breach Novahub will immediately disconnect the Ethernet Service.

12.2. If the Customer uses the Ethernet Service in breach of the Use of Services provisions of the Supply Agreement the Provider may suspend the Ethernet Service, insofar as is reasonable in the circumstances, without prejudice to Novahub’s rights of termination under this Order.

Schedule A – Ethernet Leased Line SLA

Delivery

Target delivery will be within 90 working days after the acceptance of the order.

Performance SLA

• Availability: 99.9% for any given calendar month
• Availability is calculated as: (Total number of minutes in the measurement period – Unplanned Downtime) x 100 / (Total number of minutes in the measurement period)
• Latency (Source to Destination): <30ms
• Packet Loss: <0.2%
• Jitter (Source to Destination): <8ms

The following shall not be included when calculating the above service level(s):

• Outages or delays which are deemed by the Provider or Novahub, in its sole opinion acting reasonably, to be the result of matters outside its direct control
• Planned or notified maintenance whether in response to an emergency or otherwise.

Fault Handling SLA

All faults will be validated when reported and subsequently classified as below:

• Priority 1 – Total loss of service (hard down or no transmission in one or both directions).
• Priority 2 – Service is available, but either reduced functionality or degradation is creating a significant business impact for the End User.
• Priority 3 – Service is available, but either reduced functionality or degradation is being experienced by the End User without any significant business impact for the End User.

• For Priority 1 faults the target will be to resolve the fault within 8 Clock Hours from a validated fault.
• For Priority 2 faults the target will be to resolve the fault within 2 working day from a validated fault.
  For Priority 3 faults the target will be to resolve the fault within 4 working days from a validated fault.

Clock Hours are defined as the time between the Start Time and Stop Time, excluding Parked Time, where:

• Start Time means the time a fault has been validated and categorised by the Provider as a Priority 1 fault.
• Stop Time means the time the Provider deems that a fault has been resolved.
• Parked Time means the time during which the resolution of a fault is outside of the Provider’s control.

For Priority 1 faults only, if the fault on a circuit is not resolved within the relevant timeframe set out above, then the Customer shall become eligible to claim compensation in accordance with the following:

For a measurement time of each hour or part hour beyond the target fault clearance time: Compensation Entitlement – reduction in monthly circuit rental – 10% of the monthly rental for the Ethernet circuit affected only.

Credits will be applied on a per fault basis and will be capped at an aggregate of 100% of the monthly circuit rental in any given calendar month.

For the avoidance of doubt, this means the Stop Time will apply in accordance with the above definition to be calculated with reference to the availability of the Primary Circuit only.

Exclusions from Service Levels and the Service Level Guarantee

The Company shall not be entitled to claim compensation under this Service Level Agreement or Service Level Guarantee if:

• the failure by the Provider is due to the Customer or its End User’s own network or equipment or any other third-party network or equipment (including but not limited to the internet);
• the Customer is in breach of any part of its Supply Agreement and such breach affects the Provider’s ability to comply with the service level and/or service level guarantee or if the Provider’s underlying service provider suspends the service or any part of it as a result of any such breach;
• through no fault of its own or because of circumstances beyond its reasonable control, the Provider is unable to carry out any necessary work at, or gain access to the Customer’s or it’s End User’s site or the Customer fails to agree an appointment date or planned work is aborted (save at the Provider’s request);
• reasonable assistance is required, or information is reasonably requested by the Provider from the Customer or it’s End User or a third party and such assistance or information is not provided or is not provided in a timely fashion;
• through no fault of its own, the Provider is unable to obtain any necessary permissions or consents required in connection with the performance of a service level or service level guarantee;
• the failure is due to Force Majeure or some other event outside the Provider’s reasonable control;
• the failure is due to a planned or emergency service interruption;
• the failure is due to an inaccurate Order Form having been submitted;
• a fault is not reported in accordance with the fault reporting procedures contained in the Novahub’s service plan; or
• the Customer or it’s End User has failed to implement any reasonable and explicit instructions issued by the Provider in relation to the service.

Version 7.0 – Dec 2023