MTN MPLS-VPN Service - MTN Business

MTN MPLS-VPN ServiceDescription of Service1. Description of Servicea. MTN MPLS-VPN Service ("Service") is a wide area data networking serviceproviding any to any connectivity to transport Customer application data betweenCustomer Sites. As part of this Service MTN Business will manage the CustomerNetwork link wherever MTN Business provides the Access circuit, end-to-end, upto the Router installed by MTN Business at the Customer Sites. The demarcationpoint of the Service will be the Local Area Network ("LAN") interface of theAccess Router. Customer should be aware that data encapsulation overhead onthe link(s) between a Customer Edge and a Provider Edge is reducing the actualbandwidth available to the customer on the provisioned MPLS-VPN Port(s).b. The Service comprises the following features:i. The provision of an Access circuit from each Customer Site to the nearestMTN Point of Presence ("PoP").ii. The allocation of the required Data Link Connection Identifier (DLCI)numbers.iii. Pro-active monitoring and management of the CPE and the CustomerNetwork.iv. Fault isolation and resolution of the CPE and the Customer Network.v. IP network infrastructure delivering private network services over a publicinfrastructure using the redundant MTN Business layer 3 backbonevi. Controlled access to the VPNvii. Global as well as non-unique private address spaceviii. A reliable service that supports large VPN servicesc. Words and phrases defined in the applicable Master Agreement and ServiceOrder shall have the same meaning in this Service Description.2. Optional Featuresa. The Service comprises the following optional features where MTN Businessmanage the CPE:i. Resilience1. ISDN Backup Around the Clouda. ISDN Backup around the Cloud is a chargeable option ontop of MTN MPLS-VPN Service, which is delivered as anupgrade to the CPE.b. ISDN Backup acts as a back-up for the access circuit.c. MTN Business shall provide and configure the ISDN cardas part of the CPE.Initials

d. MTN Business does not order the ISDN line, the Customerwill provision the ISDN line and will be responsible for allISDN charges.2. Leased Line Backupa. Leased Line Backup is a chargeable option on top of MTNMPLS-VPN Service, which is delivered as an upgrade tothe Access Router.b. The Leased Line Backup bandwidth cannot be greaterthan the bandwidth of the primary Access circuit. Wherethe Leased Line Backup bandwidth is less than that of theprimary Access circuit, Customer accepts that performancemay be degraded whilst the backup is in use andCustomer's SLA will be impacted.c. If the primary Access circuit fails, the Router automaticallyswitches to the Backup Access circuit.b. Managed Services Customer Portali. Managed Services Complete customers can make use of an interactivetool providing them access to information about their managed servicenetwork. The Managed Services Customer Portal is a value-addedfeature which is included within the monthly rental charges.ii. The Managed Services Customer Portal can offer Customer users thefollowing functionality:1. Update contact information.2. View automated trouble tickets and status updates related tomanaged network service outages.3. Modify Trouble Ticket Customer Notification settings.4. Add, modify and delete users (dependent on user profile).5. View Traffic Graphs for services purchased.3. Customer Service and Supporta. Technical Support is available 24 hours a day seven days a week via the localMTN Customer Service Centers in South Africa. The telephone numbers of theappropriate MTN Customer Service Center will be communicated to thecustomer using the Notice of Connection together with the main servicespecifications.4. Conditions of Servicea. Design Consultationi. MTN Business offers a design consultation where changes need to bemade on the Customer Network. Such changes would include forinstance, an increase in the number of Routers on the Customer Network,the upgrade of hardware or software on any CPE, or the addition of anInitials

application-specific protocol. Changes will incur an additional Charge andthe Customer must sign a separate Service Order for such changes.b. CPE Installationi. MTN Business or its designee shall provide Customer with an anticipateddelivery date of the CPE to the applicable Customer Site. Proposeddelivery dates for CPE are estimates only and MTN Business shall not beliable for any failure to meet such dates. To the extent possible in aterritory, and where Customer selects not to purchase CPE, the CPEshall be supplied to the Customer Site DDP (Incoterms 2000).ii. MTN Business shall dispatch a technician to the Customer Site for thepurpose of CPE installation upon receipt of confirmation that CustomerSite preparation, as described in the Service Order, is complete andverification has been obtained from Customer that the required ISDNlines for ISDN Backup Around the Cloud for the Routers and/or Switcheshave been delivered.iii. Installations shall take place during Normal Business Hours in theapplicable country. In the event that Customer requests an expeditedinstallation at a Customer Site or requires installation at a Customer Siteoutside MTN Business's Normal Business Hours in the applicablecountry, Customer shall pay an additional expedited/non-business hoursinstall fee, as applicable from time to time.c. CPE Maintenance Servicesi. MTN Business shall maintain the CPE in good operating condition asdetermined by the manufacturers' specifications for the CPE. MTNBusiness's performance of the maintenance services shall take the formof corrective maintenance, including diagnosis of failed modules as wellas the repair or replacement (to the extent possible under the terms of theapplicable warranty) of the CPE.ii. MTN Business's performance of maintenance services shall be carriedout during its Normal Business Hours in the applicable country and inaccordance with its standard lead times, notwithstanding the Customer'srights under the SLA. For the avoidance of doubt, the maintenanceservices shall not include:1. Maintenance or repairs resulting from any Force Majeure Event orthe fault, misuse, neglect or negligence of Customer.2. Supply, maintenance or repairs of accessories, apparatus,attachments or other devices. For the avoidance of doubt, for anyCustomer Site, replacement parts shall not automatically infer adedicated spare CPE at that Customer Site or at the serviceprovider's parts depot.Initials

3. Electrical work external to the CPE, or otherwise considered "inhouse"wiring.4. Relocation, additions or removal of the CPE parts, or features notfurnished by MTN Business or use of CPE with other equipmentthat fails to conform to MTN Business's specifications.5. Decommissioning services.iii. MTN Business shall be released from its maintenance service obligationsif Customer or any other unauthorised person (i) alters, modifies or movesthe CPE; (ii) uses the CPE for purposes other than the intended purpose;(iii) attaches devices to the CPE not supplied by the original manufacturerwithout MTN Business's approval or not supplied by MTN Business; or(iv) performs or attempts to perform maintenance services on the CPE orany portion thereof.5. Service Level Agreementa. MTN Business's Service Level Agreement, where applicable, for this Service willbe provided to the Customer as a separate document.Terms and Conditions1. Definitionsa. "Customer Network" shall mean the network and Service Equipment located atthe Customer Sites as set out in this Service Order.b. "CPE" shall mean the Router and/or the Switches, together with any additionalhardware provided by MTN Business as part of the Service either purchasedfrom MTN Business or otherwise provided MTN Business to Customer as part ofthe Service.c. "Normal Business Hours" shall mean between 8:30am and 5.00pm on aBusiness Day.d. "Router" shall mean the router, as specified by reference to this Service Order,which will be provided and installed at Customer Site by MTN Business for thisService. For the purposes of this Service only, Router shall form part of theService Equipment.e. "Switch" shall mean the LAN Switches, as specified by reference to this ServiceOrder, which may be provided and installed at Customer Site by MTN Businessfor this Service. For the purposes of this Service only, Switches shall form part ofthe Service Equipment.Initials

f. "MTN Business Local Entity" shall mean, for the purposes of the ownership of theCPE used in connection with the provision of the Service only, the MTN BusinessAffiliate incorporated under the laws of the territory of the Customer Site in whichthe CPE is to be located.2. Maintenancea. Unless the Customer has been notified to the contrary, scheduled maintenanceon the MTN Network will be performed during a standard maintenance windowbetween 2am and 6am local time, as necessary. MTN Business reserves theright to change these maintenance times, where necessary, upon prior notice tothe Customer. MTN Business also reserves the right to perform emergencymaintenance without prior notice.3. Application of Taxa. The Customer address provided in the Customer Information section of thisService Order will constitute the Customer's business establishment or place ofresidence for the purpose of calculating taxes, in accordance with applicable taxlegislation. Where Customer is established or resident in the same country asthe MTN Business entity providing and invoicing for the Service, local VAT (orsimilar sales tax) will apply to the Charges invoiced for all Customer Sites on theService Order (including Charges for Customer Sites located outside the countryin which the Service Order is entered into, in accordance with the relevant taxrules).4. Billing Start Datea. Customer will be liable for all Charges in respect of a Customer Site as of theService Activation Date for that Customer Site, provided that no Charges willaccrue until the Service Activation Date for at least two Customer Sites on theService Order has been reached.5. Terma. The provision of the Services shall be for the Initial Service Term as indicated onthe Service Order.b. Either party may terminate the Service on three (3) months prior written notice totake effect on the expiry of the relevant Initial Service Term. If the Service is notterminated, it shall thereafter automatically renew for further one (1) year periodson the anniversary of the Service Activation Date (the Renewal Term). Similar tothe cancellation of the Initial Term, either party may during the renewal periodsterminate this Service Agreement at the end of each Renewal Term giving theother party 90 (ninety) days prior written notice. In the case of termination by theCustomer, such notice to be copied to the local MTN Business CustomerServices department.6. VRF AssignmentInitials

d. Customer shall ensure that its electronic files are adequately duplicated anddocumented at all times. Neither MTN Business nor its designees areresponsible or liable for Customer's failure to duplicate or document files or fordata or files lost during the performance of the Service.e. Customer will, where requested, provide its own dedicated ISDN phone linewhere Customer requests ISDN Backup around the Cloud as an option on thisService Order.f. In order to ensure installation of the Router as planned, MTN Business requiresdetails of the ISDN lines at a minimum of 14 days prior to the installation of theRouter. Customer shall install an ISDN line within 1.5 metres of each Routerlocation and will maintain each ISDN line in good working condition at all timesduring the Service Term. If an ISDN line is not operational, this will void anyService commitment provided by MTN Business. The Charges do not includeany rental or usage charges related to the ISDN line(s) and these charges arepayable by Customer directly to the ISDN provider. Customer acknowledges thatISDN phone line(s) shall not be used for any purpose other than as back up incase of a Service outage. Disconnecting the ISDN line(s) voids any Servicecommitment provided by MTN Business.g. If applicable, Customer shall provide adequate power receptacle no further than1 meter from the Router install location. MTN Business shall supply a power stripto plug into the receptacle. All Routers will be plugged in to the power strip. It isCustomer responsibility to ensure adequate power supply to the Router.Appropriate circuit breakers are the responsibility of the Customer.h. Customer shall provide an uninterrupted power supply (UPS) device for all CPEreceiving the Service. Customer will maintain each UPS device in good workingcondition at all times during the Service Term.i. Upon termination of the Service for whatever reason, it is the Customer'sresponsibility to disconnect the ISDN and/or PSTN lines at Customer Sites whereCustomer has provisioned the ISDN and/or PSTN lines.j. Customer shall not for the duration that a Service is provided under this ServiceOrder, access, configure, amend, modify, repair or remove the CPE.k. Where Customer purchases CPE from MTN Business, Customer shall not retainany access rights to the CPE and grants to MTN Business all such access rightsto the CPE as required to provide the Service.l. Where requested by MTN Business, Customer shall perform a reboot of the CPEin case of a Service outage.m. If the Customer has not elected for MTN Business to manage the CPE, MTNBusiness shall not be held responsible for routing issues from CE to PE, or fordowntime or service unavailability, packet loss, or service degradation for anyreason related to CPE.Initials

9. Risk of Loss & Passing of Title of CPE to Customera. Risk of loss in the CPE shall pass to Customer upon delivery of CPE to theCustomer Site.b. Subject to paragraph 9.3, title in the CPE shall vest in the MTN Business LocalEntity upon delivery to the Customer Site, to the extent that: (i) there is a MTNBusiness Local Entity in the territory where the CPE is to be located at the time ofacceptance of the Service Order by MTN Business; (ii) that MTN Business LocalEntity is entitled under the laws and regulations of the territory to hold title toequipment; and (iii) there is an established import channel for MTN Business toimport and deliver the CPE into the territory.c. If any of (i), (ii) or (iii) in paragraph 9.2 do not apply, then this shall be indicated inthe Service Order and (i) title to the CPE shall pass to Customer upon delivery ofthe CPE; (ii) Customer shall be the importer of record in respect of the import ofthe CPE into the territory; and (iii) paragraph 9.5 below shall apply in the case ofany termination of the Service prior to expiry of the Initial Service Term, and anyother reason which results in non payment by Customer for the full value of theCPE provided as part of the Service.d. If title to the CPE vests in a MTN Business Local Entity, upon expiry of theService Term or upon termination of the Service for whatever reason, MTNBusiness may require Customer to return the CPE promptly on receipt of suchnotice, freight prepaid, to such location as MTN Business may designate inwriting, in good repair, condition and working order, ordinary wear and tearresulting from proper use thereof only excepted.e. If title in the CPE passes to Customer pursuant to paragraph 9.3, and Customerterminates the Service prior to expiry of the Initial Service Term (other than formaterial breach under the Agreement), then, upon receipt of an invoice,Customer shall pay to MTN Business, all amounts attributable to the CPE but notpaid by Customer as part of the Charges for the unexpired part of the InitialService Term, as reasonably calculated by MTN Business in reference to theCharges. MTN Business shall provide Customer with sufficient documentation toquantify the outstanding amounts claimed by MTN Business in respect of theCPE for the unexpired part of the Initial Service Term.f. Clauses 8, 9 and 10 shall only apply where Customer selects not to purchaseCPE.10. Softwarea. Any software and related documentation provided by MTN Business to Customeror Customer Affiliate in connection with the CPE, and not otherwise subject toeither a separate written agreement executed between MTN Business andCustomer or an accompanying end-user licence (the "Software") is providedpursuant to a personal, non-exclusive, non-transferable licence to use theInitials

Software, in object code form only, solely in connection with the CPE and thereceipt of the Service for the internal business purposes of Customer andCustomer Affiliates. Customer shall not, and shall procure that each CustomerAffiliate shall not, otherwise use the Software and in no circumstances shall copyand/or modify, alter, decompile or reverse engineer the Software in any manner,except as may be expressly permitted by law. MTN Business makes no warrantyin respect of the Software and has no obligation to provide maintenance or anyother kind of support for the Software, except as provided for as part of theService.11. Exporta. Customer acknowledges that certain equipment, software and technical data,which may be provided hereunder, may be subject to export and re-exportcontrols under the U.S. Export Administration Regulations or similar regulationsof the U.S. or any other country. Customer shall not export or re-export any suchequipment, software, technical data or any direct product thereof in violation ofany such laws. MTN Business shall provide reasonable assistance to Customerand its Customer Affiliates to facilitate this compliance. This assistance mayinclude preparation of import and customs forms and, where requested byCustomer, acting as Customer's agent in the import process. In any event, MTNBusiness does not represent that any necessary import, export, or customslicenses or approvals will be granted with respect to the Service providedhereunder.12. Services and/or features are not available in all countries, and may be procured from incountryprovider in select countries. Please consult your MTN Business representativefor service availability.Accepted on behalf of Customer, bySignatureAccepted on behalf of MTN Business, bySignatureNameNameE-MailE-MailDateDateInitials

Initials