Pacnet Managed Router Service Terms

1. The Service and the Agreement

1.1 This specific terms and conditions document forms part of the Agreement between Pacnet and Customer for the provision of Pacnet managed router service (“Managed Router Service” or “Service”), which Agreement comprises the following:

(a) General Terms and Conditions for Pacnet Service (“GC”);
(b) These Specific Terms and Conditions for the Service (“SC”);
(c) A Sales Order Form properly filled out and duly executed by Customer (“Order Form” or “SOF”); and
(d) Any other document or terms attached to or referenced in the GC, the SC or the SOF.

1.2 Initial capitalized terms used in this SC but not defined herein will have the corresponding meanings ascribed to them in the GC.

2. Service Overview

2.1 Pacnet’s Managed Router Service includes the provisioning of CPE and ancillary services including without limitation design and engineering, implementation management, operations management, life-cycle management, and equipment provisioning services for a router-based wide area network (“WAN”).

2.2 Pacnet will only accept an order for Managed Router Service in conjunction with an order for a Pacnet WAN-related data communication service, such as IP-VPN, Dedicated Internet Access or International Private Line, or such other service as Pacnet may in its sole discretion decide to support with Managed Router Service (collectively “Transport Services”).

2.3 Permitted equipment configurations consist of certain multiprotocol routers, modems and other customer premises equipment (collectively “CPE”) that Pacnet approves for use with the Service.

2.4 Pacnet hereby excludes any and all representations and warranties (whether express or implied) about the quality of any voice service which may be transmitted through any voice-capable equipment.

2.5 If the Order Form provides for the supply by Pacnet of voiceenabled routers, Pacnet will maintain and be responsible for the Pacnet network up to: (a) the Ethernet point in respect of data; and (b) the voice port in respect of voice (the “Demarcation Points”). Customer will be responsible for maintaining the network beyond the Demarcation Points.

2.6 If Customer purchases the CPE from Pacnet, the responsibility and the risk in the CPE shall pass to Customer on the day Customer executes the Order Form. Notwithstanding anything to the contrary contained herein, title to and ownership of the CPE will only pass to the Customer upon Pacnet’s receipt of full payment for the CPE, PROVIDED THAT Customer hereby grants to Pacnet a charge (“Charge”) over such CPE to secure the performance by Customer of Customer’s obligations under the Agreement.

3. Term

3.1 Notwithstanding the General Terms, Customer will be deemed to have extended or given notice of termination of the Agreement for Managed Router service at the same time Customer gives such notice under Customer’s agreement with Pacnet for the associated Transport Service.

4. Implementation

4.1 To the extent Pacnet targets a specific implementation date, Pacnet’s order implementation interval dates are expressed in calendar days, measured from the Effective Date. Pacnet is not responsible for vendor-related equipment, or Customer-related availability delays. In order for Pacnet to implement the Service on or prior to any Requested Ready for Service Date, Customer must ensure that the following requirements are satisfied:

(a) Each Customer Site on which CPE will be located must be prepared in compliance with Pacnet’s standards (to be provided to Customer on or prior to the Effective Date).
(b) If Customer subscribes to Pacnet’s “Remote Maintenance Option”, Customer, at its own cost and risk, must provide, install and maintain (throughout the entire Service term) an analog line for out-of-band access, management and testing and provide the telephone number to Pacnet. This arrangement must conform to the Service specifications allowing out-of-band access to the router via a secure modem and must be available 24x7x365.
(c) Customer must satisfy such additional requirements that may be applicable to the Service, as notified by Pacnet in writing.

5. Charges and Payment

5.1 In addition to Initial Charges, Monthly Service Charges, and purchase or lease payments, annual charges (“Annual Charges”) may be applicable for certain Service-related options (e.g. maintenance). All Annual Charges will be specified in the Order Form. Customer agrees that Annual Charges: (a) will be invoiced in advance, (b) will remain due in the event Customer cancels the SOF prior to Service commencement, and (c) are not refundable and will not be pro-rated.

6. Customer Responsibilities

In addition to Customer’s other obligations under the Agreement (including those in Clause F of the GC) Customer must:

6.1 Provide Pacnet and our contractors and Affiliates access to Customer facilities as is reasonably necessary to perform the Services. Customer is solely responsible for implementing security procedures necessary to limit access to the CPEs and/or your data, files, or programs. Customer
is also solely responsible for maintaining a procedure that does not involve Pacnet Services, including without limitation Pacnet-procured CPE, for the reconstruction of lost or altered files, data or programs;

6.2 Designate the contact person(s) for installations, maintenance, and other matters, and related details required in the Order Form and promptly notify Pacnet in writing of changes to such details;

6.3 Ensure that all CPE on your premises that connects to the Transport Services (including CPE procured by Pacnet on behalf of Customer) complies with the Service requirements and any applicable licensing or certification requirements and will perform according to published technical specifications or as we may otherwise reasonably require. Customer is responsible for extending Customer’s computing platform to the LAN port on the CPE. This may require Customer to take such steps as providing the Specific Terms and Conditions Pacnet appropriate media adapter/cables for connecting to other network provider’s services;

6.4 Customer must notify Pacnet of the operating environment (e.g. computing platform, operating system software, etc.) in which the Service will be used, together with any protocols which do not comply with or exceed those Pacnet specifies for the Service. If Customer changes any of the foregoing environment or protocols, then Customer must notify Pacnet immediately and must reimburse Pacnet for any expenses incurred by Pacnet in conforming the Service and/or Transport Service to the new environment. However, Pacnet makes no representations that Pacnet will be able to do so in all cases. Customer must also reimburse Pacnet for any expenses Pacnet incurs due to Customer’s failure to properly notify Pacnet of any existing operating environment and protocols or modifications to them;

6.5 Cooperate with and participate in any standard network acceptance tests conducted by our engineers to confirm the connectivity between CPE utilizing Customer-designated protocols. Pacnet will conduct such tests as we reasonably determine are necessary but these tests will not include
testing host or LAN applications through your network.

6.6 Provide a safe and hazard-free environment for Pacnet (which includes affiliates and subcontractors) to enter and work at all Customer Sites. Pacnet may temporarily cease performance under this Agreement if hazardous material or other unsafe or unlawful conditions are discovered at any
Customer Sites; and

6.7 To the extent Customer does not contract to purchase the CPE but Pacnet provides the CPE as part of the Services, Customer must also:

(a) Ensure that the CPE is safe and is maintained in an environment that complies with the recommendations of Pacnet and the relevant equipment supplier;
(b) Ensure that Pacnet (which includes affiliates and subcontractors) has access to the CPE at reasonable times;
(c) Not remove, relocate, modify or attach the CPE to non-Pacnet managed equipment without our prior written approval, which will not be unreasonably withheld; and
(d) Acknowledge that title to any CPE provided by Pacnet on Customer premises in connection with the Service remains, at all times, with Pacnet.

7. Termination

In addition to Clause G of the GC, the following terms apply to termination of Managed Router service:

7.1 Remedies for Breach by Customer. In addition to Pacnet’s remedies for Customer breach under Clause G.1 of the GC, once Customer is in default of the Agreement, Pacnet may repossess, attach, take possession of and/or remove any CPE located at a Customer Site or elsewhere. Customer hereby irrevocably agrees to grant to Pacnet (to include Pacnet agents) immediate access to all Customer Sites for such purpose. This clause shall apply regardless of whether CPE has been sold, rented or leased to Customer during the term of the Agreement. Pacnet shall have the right to store, sell, lease or do any other act or thing in relation to the CPE in the discretion of Pacnet to satisfy any outstanding debt or obligation in respect of the Service.

7.2 Notwithstanding any provisions in the GC to the contrary, unless the CPE has been sold to Customer and Customer has paid for the CPE in full, upon the termination of the Agreement or the Service, Customer will have no rights to the CPE and Customer must immediately make available the CPE and offer other necessary assistance to Pacnet for Pacnet’s collection of the CPE from Customer Sites. Customer will be liable to pay Pacnet the cost of the CPE, as quoted by Pacnet, for any damages to or loss of the CPE or for Customer’s failure to cooperate with Pacnet for the CPE collection.

7.3 Charges for Customer Breach or Early Termination. For each Service that is terminated prior to the end of the applicable term as a result of Customer breach or for Customer convenience, in addition to the charges specified in the GC or in connection with the associated Transport Service, Customer will owe Pacnet the following termination charges: (a) any unpaid Annual Charges; (b) any outstanding CPE purchase payments or rental payments; (c) any costs associated with attaching, repossessing, removing, transporting and/or storing CPE; and (d) any termination charges applicable to the associated Transport Service as specified in the relevant Transport Service agreement. 7.4 Unless otherwise agreed to by Pacnet at Pacnet’s sole discretion, this Agreement will automatically terminate at the same time as the termination of your agreement with Pacnet or Pacnet affiliate for the associated Transport Service.

8. Definitions

“CPE” or “Customer Premises Equipment” means the equipment that is provided, managed, sold, rented, leased and/or maintained by Pacnet to Customer or for Customer’s benefit as part of the Service. “Customer Site” means each Customer location or Customer-designated third party location where CPE is deployed and connected to the associated Transport Service, whether directly or through a local access circuit.