Leased Line Terms and Conditions

1 DEFINITIONS

All definitions contained within these Terms and Conditions have the following meanings:

"Access" means a copper or fibre optic internet and/or data connection which is provided via a dedicated link and used exclusively by you for the purposes of data transmission;

"Activation Date" means the date upon which we confirm to you that the Leased Line Service is available for use;

"Broadband" means internet access using ADSL Max and/or ADSL2 technology and/or such other technology as is available from time to time and offered by V12 to its customers

"Customer Order Form" means the order form for the supply by V12 of the Equipment and/or Services which has been completed by, or in accordance with an order from, you;

"CPE (Customer Premise Equipment)" means the equipment located at your premises and which is connected with V12’s leased line, Ethernet or private line circuit/service;

"EFM" means Ethernet in the First Mile which is an internet connection provided over copper;

"Ethernet" means the technology used to deliver a Leased Line;

"Leased Line" means a copper or fibre optic internet and/or data connection provided and managed in such a way so as to provide guarantees about data throughput and performance;

"Leased Line Service(s)" or "Service" means the provision of one of the following Leased Lines (i) Access, (ii) Ethernet, (iii) Private Line Service, (iv) EFM or (v) NGA Ethernet as specified on the Customer Order Form;

"Installation Service" means the onsite installation service offered by V12 as specified on the Customer Order Form and in accordance with the provisions of clause 11;

"Minimum Cancellation Notice Period" means 90 days (to expire on or after the Minimum Service Period), unless otherwise stated in the Customer Order Form;

"Minimum Service Period" means the greater of 12 months or the period set out in the Customer Order Form;

"NGA Ethernet" means an internet connection provided using the technologies of FTTC (or FTTP where available) circuits to deliver business grade Ethernet services;

"Private Line Circuit" or "Private Line Service" means a point to point connection which enables data to be transferred between two business premises;

"Rental Agreement" means any rental agreement entered into between V12 and you for the rent by you of the Equipment (where specified in the Customer Order Form);

"Service Level Agreement" or "SLA" means the service level agreement for the Leased Line Service that describes the service levels to be met by V12 together with the remedies available to you for failure to meet such service levels;

"Telecommunications Circuit" means a circuit that allows that transmission of TCP/IP data;

"Terminating Device" means a router that is used to terminate the Circuit and present connectivity through a single Fast/ Gig Ethernet port to the customers network (normally via a firewall);

"V12" / "we" / "us" means V12 Telecom Limited (Company Registration Number 3682924) of Knoll House, Knoll Road, Camberley, Surrey GU15 3SY.

 

2 THE SERVICES

2.1 V12 shall provide the Leased Line Service at the data transfer speed stated on the Customer Order Form, subject to the terms of this Agreement.

2.2 As part of the Leased Line Service, V12 agrees to supply and you agree to purchase (or rent, where the Customer Order Form specifies a Rental Agreement) the Equipment (if any) specified in the Customer Order Form.

2.3 You agree to install the Equipment on (or prior to) the Activation Date. The SLA relating to the Leased Line Service shall not come into effect and V12 shall have no liability for any failure to deliver the Service under these Terms and Conditions or any SLA relating to the Service until the Equipment has been installed and connected to the Telecommunications Circuit by you. V12 reserves the right to recover from you any charges incurred in providing onsite assistance.

2.4 We will configure and deliver to your Site the Equipment to be connected by you to the Telecommunications Circuit at your Site

2.5 Whilst we will use reasonable endeavours to provide the Services and/or Equipment to you within any timescales specified by us or agreed with or requested by you, we will not be liable to you for any delay in providing or failure to provide the Services and/or Equipment within such timescales.

2.6 V12 shall not be obliged to provide the Leased Line to you unless and until we have received written confirmation, or (if requested in our discretion) evidence, that all installation work at your premises is complete.

2.7 You shall be responsible for the Charges from the Activation Date.

2.8 We shall allocate a range of Internet Protocol (IP) addresses for your use for machines on your network for the duration of this Agreement. It will be your responsibility to connect the Equipment to, and to configure your machines on, your own network.

 

3 REGRADES AND SHIFTS

3.1 The bandwidth of an individual Leased Line circuit (a "Circuit") cannot be downgraded to a bandwidth which is below the Circuit bandwidth that was initially provisioned for that particular Circuit. Circuit bandwidths can be upgraded at any time during the Agreement, subject to the payment of revised Charges as notified to you by V12 from time to time. For the avoidance of doubt, the Site Access bandwidth of an EFM Circuit cannot be downgraded at any time.

3.2 Once a Circuit’s bandwidth is re-graded, the new Circuit bandwidth will be subject to a minimum term ("Minimum Term") of one (1) month and any revised Charges will apply for that Circuit from the date upon which it is re-graded. For example, where a Circuit bandwidth is re-graded from 10Mb to 12Mb, the Minimum Term at 12Mb is one (1) month; thereafter the Circuit’s bandwidth may be re-graded either up or down, provided that the re-graded bandwidth is no lower than the original order of Mb.

3.3 Site Access bandwidths can be upgraded. Where the existing Site Access bandwidth is within the Minimum Service Period, upgrades will be permitted providing that new Charges and a new Minimum Service Period will apply for the upgrade. The new Minimum Service Period will have a duration of at least twelve (12) months or until the end of the original Minimum Service Period, whichever is the longer. Where a new Minimum Service Period is agreed in respect of any upgrade, this will supersede the existing terms in relation to the applicable Customer Order Form governing the Site Access bandwidths. For the avoidance of doubt, Site Access bandwidth for EFM Circuits can be upgraded, subject to the addition of extra copper pairs.

3.4 If an external shift is possible, where the existing Site Access is within its existing Minimum Service Period, an external shift will be permitted provided that a new Minimum Service Period is agreed with a duration of at least twelve (12) months or until the end of the existing Minimum Service Period, whichever is the later. Where a new Minimum Service Period is agreed in respect of any upgrade, this will supersede the existing terms in relation to the applicable Customer Order Form governing the Site Access bandwidths. If a shift is not possible, a new Site Access will need to be ordered into the new Site.

 

4 SERVICE PERIOD

4.1 Unless otherwise terminated or suspended in accordance with this Agreement the following Leased Lines Services shall be provided for the Minimum Service Period from the date of activation:

  • Access;
  • Ethernet;
  • Private Line;
  • EFM;
  • NCA Ethernet.

4.2 On expiry of the Minimum Service Period, the Services will, unless terminated on or before the date of such expiry, automatically renew until terminated pursuant to this Agreement or until a new contract term is agreed between V12 and you, whichever is the latter.

 

5 PROVISION OF SERVICE

5.1 We may be required to carry out additional construction work prior to or during installation of a Telecommunication Circuit (for example because fibre or copper is not present, or buildings entries are required and/or additional equipment is needed).

5.2 V12 may monitor the Leased Line Service 24 hours a day, 7 days a week, 365 days a year. Relevant details of this activity are set out in the applicable Service Level Agreement.

 

6 SERVICE MANAGEMENT

6.1 Incident Reporting

6.1.1 V12 shall supply monitoring and management of Internet Leased Line Services 24 hours a day 7 days a week together with pre-emptive Incident reporting to the Client whenever reasonably possible. In the event that any Incident is experience by the Client that it has not been identified by V12, the Client must submit an Incident Report to the Help Desk by telephone or via email to This email address is being protected from spambots. You need JavaScript enabled to view it.

6.1.2 For Point to Point Leased Line Services clause 6.1.1 does not apply and the Client will be responsible for the submission of Incident Reports to V12.

6.1.3 All Incident Reports submitted by the Client must provide a complete description of the Incident and any information reasonably requested by V12.

6.1.4 The Help Desk will allocate a Unique Reference Number to identify an Incident after first line diagnostics have been performed as an initial assessment of the cause of an Incident. The Help Desk will require the Client to conduct first line diagnostics with any of its Users where appropriate.

6.1.5 After allocation of a Unique Reference Number, all corresponding communications made by the Client to the Help Desk must include that Number.

6.2 Incident Report Priority Levels

V12 shall assign a Priority Level to any Incident reported to the Client in accordance with the Incident Classification Matrix in Clause 6.5.1.

6.3 Incident Response Timescales

6.3.1 V12 shall use best endeavours to assign an Incident to an appropriate V12 engineer within 30 minutes of the generation or receipt of the an Incident Report for no less than 95% of Incidents properly submitted to V12 by the Client in accordance with Clause 6.1.

6.3.2 V12 shall use best endeavours to make an update on an Incident available to the Client within the response times specified in Clause 6.5.1.

6.4 Incident Resolution Targets

V12 shall use reasonable endeavours to clear Incidents within the time scales specified within the Incident classification matrix set out in Clause 6.5.1.

6.5 Incident Classification Matrix

6.5.1 The Incident classification matrix set out below outlines the description, resolution and scheduled updates frequencies for the associated Incident priorities.

Priority Level

 

Description

Target Resolution Time

Response Time

High

Total loss of Service resulting from a single event.

User has total loss of Service/product or degraded beyond usable limits.

Degraded Service. E.g. Errors, packet loss to router interface, Inability to transmit/receive where Business operations are severely impacted.

 

5 hours*

 

½ hour followed by updates each hour

Medium

Partial loss of Service or degradation of Service, resulting from one event.

Partial loss where Service is intermittent or slow throughput.

Dribbling errors; packet loss less than 25%; slow throughput;

24 hours

4 hours

Low

Service Enhancement* that requires a change to the existing Service and/or V12 Network components that will facilitate Service.

(*Service Enhancements exclude speed upgrades which are considered on a case-by-case basis and V12 shall endeavour to resolve such requests within 10 Business Days)

Service requests or changes etc

3 Business Days

-

* time for resolution is extended to 15 hours if it is the result of a Fibre break.

6.5.2 The Client understands and accepts that it may be necessary to extend the timescales in the Incident classification matrix above due to the complexity of the Incident or where V12 is dependent on a third party for resolution of the Incident. In such circumstances, V12 shall use reasonable endeavours to eliminate or reduce the impact of the Incident on the Service by provision of a workaround, with permanent correction to follow.

6.6 Clearance of Incidents

V12 will clear an Incident reported to V12 by the Client in accordance with this Agreement and the Customer Service Plan and an Incident Report will be considered to have been cleared where either:

6.6.1 It is corrected by V12 (including the provision of a temporary fix); or

6.6.2 V12 has investigated the Incident and V12’s initial fault diagnostic testing indicates that the Incident is not found and/or is not the fault of V12;

and this has been confirmed by V12 to the Client.

6.7 Escalation Process

V12 will provide an escalation process where an Incident is understood as a clear request for the support of a higher technical or management level in order to clear the Incident. If the Incident is considered to be not progressing in a satisfactory manner or if it is foreseen that the targeted time to repair will not be met, either Party may escalate the Incident in the manner set out in the Operations Manual.

 

7 SERVICE AVAILABILITY AND CREDITS

7.1 Leased Line Services

7.1.1 V12 will deliver the Ethernet service by midnight on the Target Go Live Date with handover notices made available the following Business Day. If V12 fails to do this, the Client shall be entitled to Service Credits as set out in Table 3 below:

Table 3

No. of working days beyond Target Go Live Date

Percentage of Installation Charge for the Circuit to be credited to the Client

1 – 10

5%

11-15

10%

16-20

15%

More than 20

20%

7.1.2 In the event that the Ready For Service Date of a Service is delayed by more than sixty (60) days after the Target Go Live Date and it cannot be demonstrated that the delay is caused by circumstances beyond V12’s reasonable control, then in addition to the compensation set out in Table 3, the Client shall have the right to terminate the relevant Service. The compensation and the right to terminate the relevant Service in the circumstances set out herein shall comprise the Client’s sole remedy in respect of such a delay of the Target Go Live Date.

7.1.3 V12 will clear Incidents which have been submitted by the Client in accordance with Clause 6.1 within the times specified in 6.5.1 above commencing from the time that an Incident is assigned a Unique Reference Number.

7.1.4 Repair times for non Service affecting faults will be agreed on a case by case basis. No Service Credits shall be payable for failure to repair non Service affecting faults within the Target Repair Time.

7.2 Compensation Entitlement for the Service

7.2.1 V12 will allow the Client Service Credits for the service in accordance with the following table:

Table 4

 

Measurement

 

 

Discount on Service monthly rental charge

 

Each hour or part hour beyond the target threshold

 

 

10% of the monthly rental

7.3 Limit on compensation

7.3.1 Any Service Credits due to the Client shall be the Client’s sole and exclusive remedy with respect to such failures and shall be in lieu of any other remedy which the Client may have at law.

7.3.2 The maximum compensation that the Client can receive for late provision is an amount equal to 20% of the Installation Charge for the Circuit.

7.3.3 The maximum compensation for Unavailable Time the Client can receive in any month is an amount equal to 100% of the Rental due in respect of that Service for the month in which the failure(s) occur and the maximum compensation in aggregate the Client can receive is an amount equal to 35% of the annual rental for the period covered by a 12 months cycle, the first such cycle starting on the Go Live Date.

7.4 How V12 will pay Service Credits

7.4.1 Any compensation payable under Table 3 above will be offset against the Installation Charges by V12 on the Client’s invoice in respect of the Installation Charges.

7.4.2 Any compensation payable under Table 4 above will be credited on the Client’s invoice for Rental for the following Billing Period unless the Circuit is terminated in which case a specific payment will be made. V12 may offset all or part of any such amounts against any outstanding amounts due for the Service which has not been paid by the Client, except where these amounts may be disputed.

7.5 Exclusions from service availability and service credits

The service levels, service guarantees and any Service Credits will not apply if:

7.5.1 The failure by V12 is due to the Client’s own network or equipment or any other network or equipment outside the V12 Network; or

7.5.2 The Client is in breach of any part of this Agreement or V12 suspends the Service or any part of it in accordance with this Agreement; or

7.5.3 Through no fault of its own or because of circumstances beyond its reasonable control, V12 is unable to carry out any necessary work at, or gain access to the Client’s Site and/or an End User’s Site or the Client fails to agree an appointment date or work is aborted; or

7.5.4 The Client and V12 agree a different timescale for performance of the Service, but will apply to any new Target Go Live Date agreed, provided that the new date is after any previous Target Go Live Date(s);or

7.5.5 Reasonable assistance is required or information is reasonably requested by V12 or a Service Provider from the Client, End User or a third party and such assistance or information is not provided; or

7.5.6 Through no fault of its own, V12 is unable to obtain any necessary permissions or consents required in connection with the performance of a particular service level; or

7.5.7 The failure is due to a Force Majeure event; or

7.5.8 The failure is due to a scheduled Service outage; or

7.5.9 The failure is due to an inaccurate Order being submitted by the Client; or

7.5.10 The fault is not reported in accordance with clause 6.1 for Point to Point Leased Line Services.

7.6 Network Performance

7.6.1 Packet Loss

V12 Packet Success Service Level Guarantee

V12's packet success goal is based on the successful delivery of packets through the V12 IP network. Unsuccessful packets are deemed to be those dropped due to transmission errors or router overload.

  • V12's packet success Service Level Guarantee ("Guarantee") is successful delivery of packets will meet or exceed 99% between V12-designated IP backbone paths for Leased Line Services.
  • The measurement consists of 50 100-byte pings sent every 15 minutes. A daily average will be calculated using these 96 samples. The daily measurements will be averaged to calculate a monthly average.
  • Should V12 fail to meet the Guarantee in two consecutive calendar months, the Client is entitled to a one (1) day prorated credit of the Rental for the second month and an additional one (1) day prorated credit for any consecutive month in which the Guarantee is not met. To receive the credit the Client must contact V12's customer service group within 30 days of the end of the month for which credit is requested. Credits will be paid to the Client in terms of clause 7.4.2.

 

7.6.2 Latency

V12 Latency Service Level Guarantee

V12's Latency Service Level Guarantee ("Guarantee") is based on an average round-trip transmission between V12-designated backbone POPs for V12 services. Latency shall be measured by V12 averaging sample measurements taken during a calendar month between such backbone POPs.

  • Latency of 50ms or less - The measurement consists of 50 100-byte pings sent every 15 minutes. A daily average will be calculated using these 96 samples. The daily measurements will be averaged to calculate a monthly average.

 

8 CONDITIONS OF USE

8.1 You agree that you will be responsible for all use of the Leased Line Services and (unless, we have agreed to supply it as part of the Equipment) for providing anything necessary for you to use the Leased Line Services and which is in addition to any Equipment or service provided by V12 pursuant to this Agreement.

8.2 With regard to service monitoring of Private Line circuits, the PSTN line for service monitoring is subject to availability, according to BT’s advertised coverage of exchanges in the UK. Where service monitoring is not available, a recommended alternative will be provided.

8.3 You agree that we may, from time to time, suspend and/or change your pass phrase (at our discretion if we reasonably believe that such a step is in the interests of security).

8.4 Any managed hardware, and/or routers, which you purchase from us, will be tested by us and configured to meet your basic network and Internet specifications.

8.5 Any fault with the Services and/or the Equipment, which you detect must be reported to us as soon as possible.

 

9 CHARGES

9.1 You agree to pay for any and all charges in relation to any additional work for installation of; (a) an Access Circuit, (b) an Ethernet Circuit, (c) an EFM Circuit or (d) NGA Ethernet. However, prior to incurring such costs, you will be presented with a revised quotation and given the option to proceed or not with the installation work. If you elect not to proceed with the installation of an individual circuit pursuant to this paragraph no costs will be incurred by you in relation to that individual circuit, however, such cancellation shall not cancel any other circuits that you have ordered from V12, or discharge your obligation to pay the Charges for such circuits, whether or not such orders have been fulfilled.

9.2 Your Service may also be subject to additional charges. These charges are listed below, but you will be notified of the exact amount of the charge in the event that such a charge becomes payable. All additional charges are payable in advance.

9.3 Abortive Visit Charges We reserve the right to raise an 'Abortive Visit Charge' of £150 ex VAT if an appointment is agreed for work at your Premises and the engineer arrives within the appointment slot but is unable to carry out the work at, or gain access to, your premises. This may be because entry to your premises is refused or no access can be gained or where the person who placed the order or their representative is not available to provide detailed work instruction (i.e. socket location).

9.4 An Abortive Visit Charge will also be imposed when:

9.4.1 Order cancellation charges are not applicable but appointments are cancelled or delayed after the contractual cancellation window; or

9.4.2 An escort is not available. This is because Engineers cannot enter premises unescorted or with a person under the age of 18.

9.5 Excess Construction Charges We may be required to carry out additional construction work prior to or during installation of your Service (for example, additional infrastructure may be needed to provide a new or an extended service at your Premises). Excess Construction Charges will be due and payable in addition to our standard connection charges.

9.6 When Excess Construction is required, a survey will be carried out and charges will be individually assessed. These charges are in addition to the standard connection charges which apply for your Service.

9.7 You agree to pay for any and all charges in relation to any additional work for installation of the Service including the cost of any additional equipment. However, prior to incurring such costs, you will be presented with a revised quotation and given the option to proceed or not with the installation work. If you elect not to proceed with the installation of an individual Service pursuant to this paragraph no costs will be incurred by you in relation to that individual Service, however, such cancellation shall not cancel any other Services that you have ordered from V12, or discharge your obligation to pay the Charges for such Services, whether or not such orders have been fulfilled.

9.8 Cancellation Charges will be charged in the event that an order is cancelled for any reason other than Excess Construction Charges (ECC) and will be calculated as follows:

9.8.1 Cancellations requested after the order confirmation and prior to ECC notification will be charged at 10% of a 1 year rental charge;

9.8.2 Cancellations requested after ECC notification and prior to the Contractual Delivery Date will be charged at 50% of a 1 year rental charge; and

9.8.3 Cancellations requested after the issue of a Contractual Delivery Date will be charged a 100% of a 1 year rental charge.

9 NTE5 Shift The following charges shall be payable in the event that the NTE5 is to be moved:

9.9.1 If done whilst engineer is already on site £85 exc VAT (includes 1 hour);

9.9.2 If dedicated visit £150 exc VAT (includes 1 hour); and/or 9.9.1 Additional Hours £85 exc VAT per hour.

 

10 TERMINATION

10.1 Once the Leased Line Service has been activated and is available for you to use, you may only end this Agreement by notice equal to the Minimum Cancellation Notice Period (which shall only expire on or after the Minimum Service Period).

10.2 Termination before the activation date of the service as specified by V12 may be subject to any charges incurred by V12 and V12 reserves the right to recover from you any charges incurred.

 

11 INSTALLATION SERVICE

11.1 The following terms shall apply where you have opted for V12’s Installation Service.

11.2 An engineer will visit your premises to connect the CPE to the Leased Line Circuit. We shall use our reasonable endeavours to ensure that the Leased Line circuit is in a working state prior to leaving your premises, however, in the event that we are able to connect the CPE but we are unable to sign off the Circuit due to a carrier fault, we will contact you once the fault has been resolved to confirm whether or not the Circuit is operational. You will not be liable for the Charges until the Circuit is confirmed as operational.

11.3 We will perform the following router installation tasks, unless otherwise agreed between us. For the avoidance of doubt, the Access router(s) will, by default be configured to act as a Terminating Device only. The installation tasks will include:

11.3.1 the installation and configuration of the proposed router appliance(s);

11.3.2 configuration of the router by default to act as a terminating device to the Leased Line;

11.4 For the avoidance of doubt, the Installation Services cannot take place until we receive a signed copy of the Scope of Works and confirmation that the following pre- requisites have been met:

11.4.1 a 240V power socket is required for each individual router as well as any resilience units i.e. High Availability pairs;

11.4.2 we will require either an UTP/RJ45 connection to connect the router to your network.;

11.4.3 the router can only be connected to a UTP based network;;

11.4.4 the network connection should preferably be within 2 metres of the proposed installation of the Access router however a maximum of 10m can be accepted;

11.4.5 an indication of any other devices, firewalls, switches, servers etc that may cause communication issues between the router and the network must be clearly identified and a network diagram provided where possible;

11.4.6 all security, access and change control processes to be actioned prior to the visit; and

11.4.7 named contact with suitable access rights is to be provided by you to us.

11.5 The Charges for the Installation Service are subject to the following assumptions:

11.5.1 the site at which the Installation Service will be performed has no redundant hardware onsite to decommission, remove from site and/or dispose of;

11.5.2 the site at which the Installation Service will be performed is within mainland UK in a major town or city and with no impediment to road travel;

11.5.3 the Installation Service shall take a maximum of 2 hours (commencing from the time of the scheduled appointment, regardless of the time that the engineer actually commences the installation); and

11.5.4 that the Installation Service shall be performed between the hours of 08:00 to 18:00, Monday to Friday excluding public holidays

11.6 Where the assumptions set out at clause 11.5 above are not met, we reserve the right to increase the Charges payable for the Installation Services.

11.7 Upon completion of the Installation Services a Project Signoff Certificate shall be issued by V12. This document shall certify that the Installation Services have been carried out to your reasonable satisfaction.

11.8 Upon termination of the Installation Services for any reason, all sums due to V12 shall become immediately payable by you without set-off or deduction.

11.9 The following Cancellation Charges shall apply in respect of the Installation Services and shall be payable immediately upon termination:

Cancellation notice received by V12

Cancellation Charge

5 working days or more notice of cancellation

No Cancellation Charge

< 5 working days notice of cancellation

50% Charge

< 2 working days notice of cancellation

75% Charge

< 1 working days notice of cancellation

100% Charge