Telstra Business Services Agreement (Page 11 of 16) in pdf

Telstra Business Services Agreement

Agreement Terms

Page 9

execution by the appropriate local entity who is acquiring the Third Party Services in the applicable location of, the

appropriate warranty or letter of agency to order these services.

13.14.

For services Telstra procures as its agent: (i) Telstra shall not be liable for any interruptions in service provided by

another carrier; and (ii) Telstra makes no warranties regarding services provided by other carriers.

13.15.

If Telstra ceases procuring certain services as the Customer’s agent and instead provides those services directly to

the Customer as a carrier, the Customer will be liable directly to Telstra for payment for those services and those

services will be governed by the relevant tariff or contract.

Third party rights and Marketing

13.16.

A person who is not a party to the Agreement has no rights under any applicable legislation to enforce any term or

condition in the Agreement. This Agreement does not provide any third party (including Users or Affiliates) with any

remedy, claim, liability, reimbursement, cause of action or other right or privilege.

13.17.

Customer shall reasonably cooperate with Telstra in the event that Telstra wishes to publicize the execution of

this Agreement. Customer shall have the right to pre-approve any portion of any press release that refers to

Customer by name, which approval shall not be unreasonably withheld or delayed. Telstra may provide

Customer as a contact name for sales and marketing opportunities

14.

Definitions

Acceptable Usage Policy – means Telstra’s acceptable usage policy, as may be amended from time to time upon notice by Telstra,

which notice may be provided, notwithstanding anything contained herein to the contrary, by email, posting on a Telstra web site or in any

manner permitted under this Agreement. The Customer acknowledges having read and understood the current Acceptable Usage Policy,

which is currently located at

Affiliate – of a party means any entity that controls, is controlled by or is under common control with such party.

Agreement Details – means the Agreement details set forth at the front of this Agreement.

Applicable Law – means any law in force in a jurisdiction where the Services are being supplied or used or which regulates the supply or

use of the Services and includes: (a) any applicable lawful determination, decision or direction of a court or government agency; (b) any

applicable obligations under any telecommunications licence, any binding industry standard or industry code; and (c) any applicable

international convention or agreement.

Availability - means the number of minutes in a month during which the Service is not Unavailable.

Business Day - means any day other than a Saturday, Sunday or recognized public holiday in the State of New York or, in the case of the

Service Schedule, the applicable location where Service is being provided.

Credit – means the sole financial remedy for failure to meet a Service Level(s) set forth in the applicable Service Schedule(s), calculated

in accordance with such Schedule and this Agreement; provided that not all Services are subject to Service Levels and not all Service

Levels may give rise to Credits.

Early Termination Fee - means the early termination fee for a Service (if any) set out or referred to in the Service Schedule (or, if none is

specified, an amount equal to the charges which would have applied to each terminated Services for the then-current Service Term had

the Services not been terminated, plus any deinstallation or other non-recurring Charges set forth in the Schedules).

Exclusion Events - means: (a) fault(s) caused or contributed to by a local access service (also known as a local circuit), whether that

local access service is provided by Telstra or a third party, between the Customer’s site and Telstra’s exchange, or Telstra’s Service

Provider’s exchange; (b) any fault or lack of Availability caused by the simultaneous failure of two or more international submarine cable

systems not wholly-owned or operated by Telstra or its Service Provider for the Service where the fault or lack of Availability would not

have occurred if only one such cable system had failed; (c) any fault, lack of Availability or failure, caused or contributed to by: (i) an act or

omission of the Customer, a third party (excluding Telstra’s Service Provider), or any of their respective agents, contractors or customers;

(ii) the Customer’s Premises, Telstra’s ability to access such Premises or unavailability of necessary cabling facilities at such Premises; or

(iii) any Customer or third party (excluding Telstra’s Service Provider) equipment or software; (d) a fault reported by the Customer but not

confirmed by Telstra nor any relevant third party operator as a valid fault; (e) Planned Network Maintenance and emergency repairs and

modifications as described in Section 3.2; (f) unavailability of permits or licenses from third parties necessary for supply of the Global

Telstra-Customer Confidential

4.11.11

Telstra Business Services Agreement Page 11

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