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Partner Master Services Agreement Broadband Services Product Terms

BMI MSA Broadband Services Product Terms 20160106 v1.3 of 30 Updated: 06/01/2016 Protect - Commercial - Confidential Owner: Legal

EASYNET CHANNEL PARTNERS LIMITED

PARTNER MASTER SERVICES AGREEMENT

BROADBAND SERVICES PRODUCT TERMS

Registered Office at:

C/O Interoute Communications Limited,

31st Floor,

25 Canada Square,

London, E14 5LQ

Company No: 03676297



1. Introduction

1.1 Application

These Product Terms are supplementary to the Partner Master Services Agreement and apply where the Authorised Services under the Partner Master Services Agreement include Partner Broadband Services.

1.2 Incorporation of Terms

Except as stated below, all Product Terms shall apply to the Partner Master Services Agreement only:-

1.2.1 Terms applicable to End User Orders Only

The following terms of these Product Terms shall be incorporated into each End User Order for Broadband Services, and shall not form part of the Partner Master Services Agreement unless stated in clause 1.2.2 below: 4(End-User Services), 5(Customer Premises Equipment (CPE)), 6(Service Levels), 8.4(Domain Names), 10.2(Access Connections (Tails)), 10.3.3(Standard Based Charging), 10.3.4(Pay As You Go)

1.2.2 Terms applicable to Partner Master Services Agreement and End User Orders

The following terms of these Product Terms shall be incorporated into the End User Order and shall also form part of the Partner Master Services Agreement: 1.4(MSA Definitions), 1.5(Variation Right With Notice), 1.6(Variation Right Without Notice), 1.7(Third Party Service Changes), 2(Definitions), 5(Customer Premises Equipment (CPE)), 6(Service Levels), 8.3(CPE), 9(General Billing ), 10.3.1(Definitions), 10.3.2(Common Principles), 11(Mac Codes And Migration ).

1.3 Scope

Under these Product Terms, Easynet will enable the Partner to order Broadband Services for End Users under End User Orders, and (where ordered) provide associated services (such as L2TP and VSP capacity services and traffic management services) directly to the Partner under the Partner Master Services Agreement, in each case in accordance with and as detailed in these Product Terms and the Service Descriptions.

1.4 MSA Definitions

The definitions set out elsewhere in the Partner Master Services Agreement shall apply in these Product Terms in addition to the definitions in Clause 2 below.

1.5 Variation Right With Notice

In addition to any other rights in the Partner Master Services Agreement, Easynet has the right to unilaterally vary these Product Terms and the Broadband Services at any time by giving 20 Business Days' notice to the Partner, including to withdraw any Broadband Services and to add-in or update any components or variants to the Broadband Services set out therein. Any such variation will apply to all End User Orders already in effect with respect to the Broadband Services, as well as future End User Orders. Where Easynet



withdraws any Broadband Service, because Easynet is no longer supplying it as part of Easynet's business, then Easynet will not be obliged to accept any further End User Orders with respect to that Broadband Service, and Easynet may terminate the End User Orders for such Broadband Service or alter the Broadband Services for those End User Orders to the nearest equivalent, except that if there is a Minimum Service Commitment for an End User Order, then Easynet will not take such action before the end of that Minimum Service Commitment.

1.6 Variation Right Without Notice

Easynet has the right to remove or change any aspect of the Service Descriptions, these Product Terms and any associated Easynet Price List or other Charges immediately on notice to comply with any requirement of an industry regulator (including, but not limited to OFCOM).

1.7 Third Party Service Changes

Where a Third Party Service Provider notifies Easynet that it intends to cease or change the provision of any Third Party Services that are used by Easynet in the provision of End User Services (such as Access Connections), Easynet has the right to:

1.7.1 prevent the Partner from placing new End User Orders, either temporarily or permanently, with respect to the affected End User Services;

1.7.2 change the End User Services for a Partner to an appropriate alternative, in accordance with Clause 1.5(Variation Right With Notice).

The Partner agrees to pay a reasonable Charge where Easynet is forced to change the End User Services for the reasons identified this Clause 1.7.

1.8 Replacing Existing Agreement

If this Partner Master Services Agreement is replacing an existing agreement between the parties then, unless otherwise agreed in writing, the same Commercial Models, Contexts, Planned Capacities and Capped Capacities as applied immediately prior to the commencement of this Partner Master Services Agreement shall continue under this Partner Master Services Agreement.

2. Definitions In the Partner Master Services Agreement and these Product Terms:-

"Access Connection" means (a) generally, a digital subscriber line connection (whether symmetric or asymmetric), including ADSL, SDSL, and FTTC, as detailed in the Service Descriptions; and (b) specifically, any such connection to be provided under any End User Order.

"Bandwidth" or "Capacity" is the number of Megabits which over a given second are, or (as the context admits) are capable of being, uploaded and downloaded through Access Connections expressed in Mb/s.

"Broadband Services" (also referred to as "Partner Services") means the services (including End User Services which the Partner may resupply to End Users), with respect to broadband digital subscriber lines (including ADSL, SDSL, FTTC, and FTTP), as further detailed in the Service Descriptions and these Product Terms. The Broadband Services enable the Partner



to operate as a broadband ISP in its own name and under its own branding, but with the supply of services being sub-contracted to Easynet.

"Commercial Model" means generally, each model of billing of End User Services and associated Bandwidth used by the Partner's End Users, as detailed in the Service Descriptions and Clause 10(Commercial Models) (e.g. Standard, Pay As You Go, Virtual Service Provider and L2TP), and specifically the method initially selected by the Partner and agreed with Easynet for the Broadband Service, as varied in accordance with these Product Terms.

"Core Network" means any network infrastructure owned and operated by Easynet which is used to provide the Services.

"MAC (Migration Authorisation Code)" means a Migration Authorisation Code enabling the Migration of any Connection from one communications provider to another, including as detailed in Condition 22 of the OFCOM General Conditions.

"Migration" means the transfer or other migration of all or any part of any broadband or (without limitation) other telecommunications service (including any Access Connection) from one communications provider to another by any means, including through use of a MAC, and including where the service is continued by the other communications provider and where the service is ceased and then the same or a replacement service is provided by the other communications provider.

"Partner Master Services Agreement" means the master services agreement (not being an End User Order) which incorporates these Product Terms, and words and expressions defined elsewhere in the Partner Master Services Agreement shall have the same meanings in these Product Terms and any Service Descriptions.

"Partner Master Services Agreement General Terms and Conditions" or "MSA GTC" means the document of that name incorporated into the Partner Master Services Agreement, as varied from time to time.

"Provisioning System" means Easynet's Matrix provisioning system (as varied and replaced by Easynet) including functionality for the submission and management of End User Orders for Broadband Services.

"Provisioning System Terms" means any terms of use of the Provisioning System applied by Easynet from time to time, including as may be incorporated into this Partner Services Master Agreement.

"Service Descriptions" means Easynet's applicable published Service Descriptions from time to time describing the Broadband Services available from Easynet, including as available from the Easynet Partner Portal from time to time, which may be unilaterally updated and amended by Easynet from time to time with or without notice to the Partner.

3. Partner Services

3.1 Scope

Subject to these Product Terms, Easynet will provide to the Partner the Broadband Services indented for use or consumption by the Partner, including any optional services (such as advanced traffic shaping), as ordered by the Partner under the Partner Master Services Agreement or any variation to it agreed in writing by Easynet from time to time.



3.2 End User Broadband Services

Easynet will enable the Partner to order through the Provisioning System, under End User Orders, for resupply to End Users, the Access Connections, and other Broadband Services intended for resupply to End Users, specified in the Service Descriptions, as sub-contractor for the Partner. Each End User Order is subject to acceptance by Easynet. Where the Provisioning System is configured to enable End Users to themselves initiate and make orders against the Partner for services and equipment from the Partner, then, with respect to any Broadband Services and CPE available from Easynet which are included in those orders, there will be deemed to be an End User Order from the Partner to Easynet in respect thereof at the same time.

3.3 Provisioning System

From the Partner Activation Date (as defined in the MSA GTCs), Easynet will provide the Partner with access to the Provisioning System platform for the duration of this Agreement, on and subject to the Provisioning System Terms, and the Partner agrees to comply with all Provisioning System Terms. Easynet will setup the Partner on its Provisioning System and permit the Partner to access and use the Provisioning System for the purposes of using the functionality provided by the Provisioning System as described in the any Provisioning System Terms, including placing End User Orders and variations. A setup Charge for the Provisioning System is payable as detailed in the Easynet Price List, which will be invoiced at any time determined by Easynet.

3.4 Authority to act on information into the Provisioning System

Where the Provisioning System is to accept an order, or any variation or termination from an End User communicated to the Partner, or otherwise send or receive any notice, message, communication or information to or from any End User communicated to a Partner, then the Partner hereby grants Easynet the authority to carry out such actions on behalf of the Partner through the Provisioning System's automatic operations.

3.5 Payment and Billing Information

Easynet will supply to the Partner appropriate data captured by the Provisioning System to enable the Partner to bill its End Users for the End User Services and any Goods. This data will include payment details inputted into the Provisioning System, and the relevant usage information relating to any End User Services. This information will be made available for the Partner in a format specified by Easynet. The Partner must ensure that Easynet is given the necessary details to encrypt and decrypt all such information as required.

3.6 Improvements to the Provisioning System

Easynet may modify and upgrade the Provisioning System from time to time with a view to improving the Provisioning System.

4. End-User Services



4.1 Provision

As a term of each End User Order only, with respect to each End User Order accepted by Easynet, Easynet will provide to the Partner for resupply to the named End User the Access Connections, and other Broadband Services intended for resupply to End Users, specified in the End User Order and associated Service Descriptions, as sub-contractor for the Partner. It is not an obligation of the Partner Master Services Agreement, only under the applicable End User Order, that Easynet will provide the End User Services under an End User Order, as each End User Order is a separate contract.

4.2 Duration

Regardless of what is stated in the MSA GTCs or anywhere else in the Partner Master Services Agreement, each End User Order shall commence on acceptance by Easynet and shall continue, and the Partner shall continue to pay all Charges under it, indefinitely, unless and until the End User Order is:-

4.2.1 terminated in accordance with clauses 4.4 or 4.5 below;

4.2.2 terminated or cancelled by either party under any other applicable term of the MSA GTCs or these Product Terms.

Where an End User Order is cancelled or terminated as stated above, such cancellation and termination will take effect at, and the Partner shall continue to pay the Charges until the later of: (a) the end of the monthly period following the monthly period in which the cancellation or termination would otherwise have effect; or (b) if later, when the End User Services are actually ceased in accordance with clause 16.5 of the MSA GTCs. If any End User Services are Migrated or otherwise cease for any reason, whether or not facilitated by Easynet, such Migration or cessation shall not constitute a termination of the End User Order, and the Partner shall continue to pay Easynet's Charges under each End User Order and the Partner Master Services Agreement as if the End User Services were still being provided, until that End User Order is terminated in accordance with one of the methods detailed in this clause 4.2.

4.3 Minimum Service Commitment

The End User Service for an End User Order, and the associated recurring Charges, shall commence (and be deemed to have commenced) on the sooner of its Installation Date or its Service Commencement Date, and shall continue for the Minimum Service Commitment which shall run and be measured from the Service Commencement Date. The Partner shall purchase and pay for the Services for at least applicable Minimum Service Commitment. The End User Service shall continue in perpetuity after the end of the Minimum Service Commitment unless and until the End User Order is terminated under one of the rights referred to in clause 4.2 above. The Minimum Service Commitment for each type of End User Service is as set out in the Service Descriptions, or if not so stated:-

4.3.1 ADSL

The Minimum Service Commitment for ADSL Broadband Services is one clear calendar month from the Service Commencement Date.

4.3.2 SDSL

The Minimum Service Commitment for the SDSL Broadband Services is 12 months starting on the Service Commencement Date.



4.3.3 FTTX

The Minimum Service Commitment for the FTTX is 12 months starting on the Service Commencement Date.

4.4 Termination by the Partner

4.4.1 End User Terminates NOT USED

4.4.2 Partner Master Services Agreement Terminates

The Partner shall be entitled to terminate an End User Order if all of the following conditions are satisfied (which shall be conditions also for the purposes of clause 16.2 of the MSA GTCs):-

(a) the End User Service has reached the end of its Minimum Service Commitment (if any); and

(b) the Partner Master Services Agreement is or has been validly terminated under any term of the Partner Master Services Agreement,

subject to payment of any Charges payable on termination in accordance with the terms and conditions of the Partner Master Services Agreement, including the Easynet Price Lists.

4.4.3 Use of Provisioning System To Terminate

Where the Partner is entitled to terminate an End User Service under clause 4.4.1 or 4.4.2, the Partner shall serve such notice of termination only through the Provisioning System in accordance with the Provisioning System Terms, and notice served in any other way shall not be valid or binding on Easynet. The Partner may (using functionality provided for this purpose by Easynet in the Provisioning System) enable an End User to terminate an End User Order directly through Easynet's Provisioning System, in accordance with the Provisioning System Terms, and in such case, any such termination will, if in accordance with clause 4.4.1 above be deemed, as between the Partner and Easynet, to be termination of the End User Order by the Partner.

4.5 Termination by Easynet

In addition to any rights in the MSA GTCs, Easynet may terminate any End User Order, or treat or deem an End User Order to have terminated in the following circumstances:-

4.5.1 End User Migrated or cease

If all or any of the End User Services under that End User Order have been Migrated or ceased in any way, by any person or for any reason, including Migration or cessation of any Access Connection or other Third Party Service provided under the End User Service.

4.5.2 Wrongful Termination by Partner

If the Partner terminates or purports to terminate an End User Order for a reason not permitted by any of the terms referred to in clause 4.2.

4.5.3 Communication from Third Party Provider

In accordance with any Third Party Provider notification under the Provisioning System Terms.

4.5.4 Withdrawal of End User Service



If Easynet is to cease to provide the relevant End User Services due to Easynet withdrawing those End User Services from its business generally.

4.5.5 Termination of Partner MSA

The Partner Master Services Agreement or any Partner Service on which the End User Order or Service depends terminates or is terminated for any reason.

4.6 Availability

Easynet may not be able to provide all of the End User Services for a particular End User. The Partner is able to check the availability of End User Services via the Provisioning System.

4.7 Delivery

All End User Services will be configured, provided, delivered and despatched in the method deemed appropriate by Easynet, which may change from time to time.

4.8 Partner Specific Alterations

No Partner specific alterations to standard processes are available unless otherwise agreed in writing by Easynet.

4.9 Geographical and Technical Limitations

The provision of End User Services is subject to all relevant geographical and other technical requirements and conditions of any Third party Service Providers being satisfied, including with respect to the (a) any Site and (b) local loop and any exchange or telecommunications gateway to which the End User telephone line is connected.

4.10 Criteria for delivery (DSL)

In relation to each Access Connection for a Site, the Partner hereby acknowledges and agrees that the following criteria must be met: (a) the Site must have a PSTN line and the local exchange for such Site must have been upgraded to provide an Access Connection service; (b) there must be a suitable metal path facility available to the Site that can be shared with the existing PSTN line and that no incompatible line services are present on the PSTN line. Incompatible products include but are not limited to 30k loop, private circuit, ISDN, Home/Business Highway, Red ABC, RedCare, DACS, Featurenet 5000 services, FeatureLine Hunt Groups, metre pulse facility and/or PBX extension or AUX lines; and (c) the telephone line must meet Easynet and its Third Party Service Provider's line quality criteria from time to time. The Partner acknowledges that the telephone line may also have specific quality problems which limit service or bandwidth availability. The Partner agrees and acknowledges that, in relation to any Service comprising an SDSL Access Connection, an additional condition for delivery is that the Site to which such line is to be delivered must have, as at the date of the Agreement for such Site, an unused metal path facility suitable for the delivery of such connectivity.

4.11 DSL line rate availability

In relation to any Access Connection, where the specified Site is not able to achieve any specified line rate due to one of the criteria set out in clause 4.10 not being fulfilled, Easynet



will inform the Partner. Unless another availability regime is specified, if a lower line rate is available and if the Partner agrees to such rate within 2 Business Days of being informed, Easynet shall, subject to the signing of a new End User Order to replace the original order for such Service, provide such lower line rate. In the event Easynet is not able to offer such a lower rate or the Partner fails to notify Easynet within such period, the End User Order in relation to such Access Connection only will be cancelled with immediate effect without any liability to Easynet.

4.12 Characteristics

End User Services will have the contention rates, specification, characteristics, performance, and functionality set by each Third party Service Provider from time to time, including as detailed in the Service Descriptions.

4.13 Performance

The performance of the End User Services will depend on a range of factors, including contention ratio, bandwidth, network congestion and internet congestion. The Partner acknowledges and agrees that the line rate of the Service may not be constant and may be reduced by factors such as network usage during peak times, line quality and the distance of the Site from the local exchange. The Partner acknowledges that in installing an Access Connection at a Site, there may be a temporary loss of analogue over the telephone line while the installation is carried out.

4.14 Location Changes

Any change to the End User Premises at which any End User Services are provided, or telephone line through which any End User Services are provided, will be treated by Easynet as if the relevant End User Order had been terminated and re-ordered and will be charged accordingly (including a new set-up charge).

4.15 RADIUS Authentication

End Users must be authenticated through the RADIUS protocol before they can access their End User Services. Easynet will provide RADIUS authentication for Access Connections, except if the Partner is using the L2TP Commercial Model, in which case this is the responsibility of the Partner.

4.16 Connection Information

End Users will be supplied, prior to activation of any End User Service, with the necessary connection information to enable the End Users to use the service, including: End User ID, End User password, and the IP address or range of IP addresses applicable to that End User.

4.17 IP Addresses

Neither the Partner nor any End User shall obtain ownership over any IP addresses provided as part of the Services. Unless otherwise stated, IP addresses will be static, and will be such number as Easynet shall determine. Easynet may unilaterally change any IP addresses provided at any time.



4.18 Service Level

Unless otherwise stated, Easynet will purchase from the Third Party Service Provider from whom Easynet procures any part of the End User Service, its standard maintenance service level or such other equivalent service standard as replaced by that Third Party Service Provider with from time to time.

4.19 Service CPE

Except for any CPE expressly sold by Easynet, and purchased by the Partner under any order, any CPE (including but not limited to routers and cabling) provided by Easynet or any Third Party Service Provider at any End User Premises for or in connection with the Services shall remain the property of Easynet or such Third Party Service Provider, and shall not be interfered with by End Users.

5. Customer Premises Equipment (CPE)

5.1 Availability

Easynet may, but is not obligated to, enable the Partner to purchase certain Customer Premises Equipment (CPE) via the Provisioning System. The Partner may choose also to supply its own CPE to End Users.

5.2 Product List

A list of Customer Premises Equipment (CPE) that can be ordered can be found on Easynet's Partner Portal. This list may be unilaterally changed by Easynet at any time and without notice to the Partner or End Users.

5.3 Responsibility for changes

Easynet is not responsible for changes to the configuration, firmware or any other part of Customer Premises Equipment (CPE) once it has been delivered to the Partner or any End User.

5.4 Manufacturer's Warranty

Easynet will honour the manufacturers’ warranty for CPE. Details of the warranty for each item of current Customer Premises Equipment (CPE) is stored on the Partner Portal. Customer Premises Equipment that is returned as faulty within the warranty period will be repaired or replaced (at Easynet's option) without charge.

5.5 Reconfiguration

Easynet reserves the right to reconfigure any returned units of Customer Premises Equipment (CPE) back to their current standard Easynet configuration. The Partner agrees to pay Easynet's applicable Charges for the reconfiguration.

5.6 No Fault Found

Items returned as faulty that are subsequently found to be in full working order will attract a



re-stocking Charge.

5.7 Packaging

The Partner agrees to keep all packaging for CPE in good order. For general returns, all CPE must be boxed and in a re-saleable condition. Any returns with missing items or damage to packaging or product, will not receive a refund.

6. Service Levels

6.1 Range

Easynet will offer the Service Levels as described in the Service Descriptions document.

6.2 Variation

Easynet shall be entitled to unilaterally vary the Service Levels upon twenty (20) days prior written notice to the Partner, effective for both existing and new End User Orders.

6.3 Service Credits

Easynet will not be required to pass on any benefits of its SLA with its Third Party Service Provider, relating to service credits, to the Partner.

7. Technical Support

7.1 End User Technical Support

End User first line or technical support is not included in the Broadband Services as standard, and must be separately ordered by the Partner, and will attract an additional Charge.

7.2 Discretionary Technical Support for CPE

Easynet may, at its own discretion, provide first or second line technical support for Customer Premises Equipment (CPE) products using 3rd party technical support services. Generally these will be provided by the CPE manufacturer or their distributor in the UK.

8. Partner Responsibilities

8.1 Partner Administrator

The Partner will be required to appoint the Provisioning System administrators and manage all administrator passwords.

8.2 Relationship with End Users

At all times, the Partner will be responsible for credit-checking, contracting with and supporting, managing and billing its End Users, and Easynet's involvement is limited to the scope of the Broadband Services described in these Product Terms. In particular, the Partner is responsible for all End User support for the Broadband Services unless separately and otherwise agreed by Easynet, managing the relationship with End Users, and handling



all questions and complaints relating to the Broadband Services from End Users. This obligation applies both to the End User Orders and the Partner Master Services Agreement.

8.3 CPE

Except to the extent otherwise expressly stated, the Partner is responsible for providing, or procuring via Easynet where available, any CPE and other equipment and facilities necessary for the End Users to receive the End User Services, except for any Service CPE installed by Easynet or a Third Party Service Provider as part of the Services (and not purchased by the Partner / End User under Clause 5 above).

8.4 Domain Names

The Partner is responsible for registering and renewing all domain names used in connection with the Services, except those domain names used specifically to access the Provisioning System.

8.5 L2TP

If using the L2TP Commercial Model, the Partner is responsible under the Partner Master Services Agreement and each End User Order for:

8.5.1 Providing and maintaining an LT2P network server;

8.5.2 Providing and maintaining a RADIUS server for authentication;

8.5.3 Any parts of the L2TP connection up to the demarcation point with the Easynet network;

8.5.4 Ensuring that the gateway and any associated Partner systems are promptly updated where it is necessary to do so in order to continue to use the service, and to bear the cost of any such update;

8.5.5 Arranging connection of the Partner gateway to the demarcation point and any associated costs;

8.5.6 Arranging supply of IP addresses, which will be either static or dynamic;

8.5.7 Performing RADIUS authentication;

8.5.8 Arranging access to the Internet for all access connection sessions;

8.5.9 Contracts between the Partner and internet transit service providers;

8.5.10 Supply and support of all necessary connection information, including End User ID, End User password, and the IP address or range of IP addresses applicable to that End User;

8.5.11 Supply and support of all Customer Premises Equipment (CPE) used for access connections using L2TP, including routers and USB modems

9. General Billing

9.1 Process

9.1.1 The Partner accepts that Easynet will generate a bill automatically using the Provisioning System for End User Services relating to the Broadband Service.

9.1.2 The Partner accepts that each bill may contain items billed in advance and/or



arrears.

9.1.3 The Partner agrees that each monthly bill will be based on Charges applicable on the first calendar day of each month, regardless of whether this is a Business Day.

9.1.4 The Partner agrees that Easynet may issue interim bills automatically or manually as required for any one-off Charges.

9.2 Easynet Price List

The Charges for the Broadband Services are set out on the Easynet Price List, which is stored on the Partner Portal, and as may be amended from time to time by Easynet in accordance with the Partner Master Services Agreement. All Charges set out in the Easynet Price List shall apply (including set-up, migration etc.) whether or not specifically mentioned elsewhere in this Agreement.

9.3 Discount Schemes

Where Easynet does give discounts or operate discount schemes, then they will be at Easynet discretion, and may be unilaterally varied or withdrawn by Easynet at any time.

9.4 Invoicing

Charges will be invoiced as described in the Service Descriptions, but unless otherwise described, charges will be invoiced as follows:-

9.4.1 Any set-up charges may be invoiced prior to or after the commencement of the Partner Master Services Agreement;

9.4.2 One-off charges will be invoiced from the date of the relevant End User Order and billed monthly in arrears;

9.4.3 Monthly charges for that coming month, will be charged at the beginning of each calendar month, except as detailed in Clause 9.4.4.

9.4.4 Where applicable, Burst Capacity or Excess Data Transfer charges under Clauses 10.3.4(Pay As You Go) and 10.4.4(Uncapped Capacity Charging) will be calculated at the end of each calendar month for the previous month and invoiced in arrears.

9.5 Pro-Rating of initial monthly Charges

Where any End User Service or other Broadband Service is set-up or activated part way through a calendar month, then the first monthly charge will be calculated on a pro-rata basis and will be invoiced, at Easynet's option, on the set-up or activation date or in arrears with the next monthly invoice.

9.6 Changes part way through a month

Where there is a change to the monthly charge taking effect part way through a calendar month, then: (a) a pro-rata amount of the change will be applied to the month in which the change took effect, and will be invoiced or credit, at Easynet's option, on the date of the change or in arrears with the next monthly invoice; (b) the full amount of the change will apply from the next calendar month onwards.



9.7 Monthly Charges Generally

Except as stated in Clause 9.5(Pro-Rating of initial monthly Charges), Broadband Services for which a periodical monthly charge is made will be invoiced in advance at the start of each calendar month and must be paid in full every calendar month, even where the Broadband Services terminate part way through or where there is any variation to the End User Services (e.g. due to upgrade or disconnection) during the calendar month. If the Broadband Services terminate part way through a calendar month, or there is a variation part way through a calendar month, Easynet will not be obliged to give any pro-rata refund or allow any pro-rata reduction, but may do so at its sole and absolute discretion on a case by case basis. If Easynet does give any pro-rata reduction or refund, this will not set any precedent or amount or any waiver of or agreement to vary Easynet's rights not to do so in the future.

9.8 Usage and Bandwidth

For the avoidance of doubt, usage on all types and suppliers of Access Connections will count towards the total charges for Bandwidth used.

9.9 Cancellation Charge

A cancellation charge will apply where an End User Order is cancelled before it has been activated. The relevant cancellation charges are as set out in the Partner Portal, and as may be amended from time to time by Easynet in accordance with the Partner Master Services Agreement.

9.10 End User Order Variations

In relation to any change to any End User Order or Service, any increase to the monthly Charge will apply with effect from and including the beginning of the calendar month in which the Service Commencement Date for the change falls.

9.11 Minimum Service Commitment

9.11.1 Application

Except as provided in clause 9.11.3, where a particular Access Connection or other End User Service under an End User Order has a Minimum Service Commitment Stated, then where that End User Service or End User Order terminates or is terminated (for any reason) within the applicable Minimum Service Commitment period, including where it is terminated by either party, or is treated as or deemed to be terminated under any term of the End User Order or Partner Master Services Agreement, or Migrated, for any reason, the Partner shall pay to Easynet an Early Termination Charge, which shall be an Early Termination Charge calculated under the following sub-clause 9.11.2, and any other Early Termination Charges set out in the Easynet Price List on the Partner Portal or in the MSA GTCs, and as may be amended from time to time by Easynet in accordance with the Partner Master Services Agreement.

9.11.2 Early Termination Charge Calculation

The Early Termination Charge under this clause shall be equal to the Charges which would have been payable for each month in the Early Termination Calculation



Period (as defined below) had such termination not occurred. If such foregoing Charges include a capacity or bandwidth usage component, or vary according to capacity or bandwidth usage, specific to that End User Order (such as PAYG Access Connections) then Easynet may assume that the capacity or bandwidth usage per calendar month for that End User Order is and continues to be that which actually applied in the calendar month prior to the Early Termination Calculation Period (or the average for all End User Orders that terminate at the same time). The Early Termination Charge shall also include the amounts referred to in clauses 10.2.12, 10.3.4(i) and 10.4.7. For the purposes of this Clause, the "Early Termination Calculation Period" means the period from and to the following calendar months (inclusive): (a) the calendar month in which such termination or treated or deemed termination of the End User Order occurred, or if sooner, in which Migration or cessation of any associated End User Services under the End User Order occurred; to (b) the calendar month in which the Minimum Service Commitment would have ended but for such termination. The Early Termination Charge is exclusive of VAT and shall be calculated on the assumption that there were no future variation, cessation or termination of the End User Order or the Partner Master Services Agreement, after such termination.

9.11.3 Excluded Cases

The Early Termination Charges referred to in this clause 9.11 shall not apply if the termination is as a result of termination of the End User Service by Easynet under clause 10.9 of the MSA GTC’s or by the Partner in accordance with clause 16.3(Termination for Cause by Partner) or clause 22(Force Majeure) of the MSA GTC’s.

9.12 NOT USED

9.13 NOT USED

9.14 Third Party Service Provider Charges

Easynet shall be entitled to re-charge to the Partner any other charges incurred to a Third Party Service Provider including, but not limited to:-

9.14.1 Cancellation and termination charges;

9.14.2 Migration and installation charges;

9.14.3 Re-grade or product change charges;

9.14.4 Order expedite and fast track charges;

9.14.5 Copper performance or availability test charges;

9.14.6 Charges for relocation of any the existing telephone master socket to provide a broadband Access Connection;

9.14.7 Charges for any additional work or expense incurred as a result of any information provided by the End User being illegible, inaccurate or incomplete;

9.14.8 Charges for investigating and correcting any fault caused by the End User; and for the costs of any aborted or wasted visits to End User Premises where such visit is cancelled by the End User or the Partner, or was aborted or wasted due to access to or work at such premises being prevented, or no fault being found;



9.14.9 Charges for Special faults investigation engineers, where the issue is caused by any non-access provider managed infrastructure or where no fault is found;

9.14.10 Any additional installation charges may be required to supply the metallic path to the requested End User Premises if there is insufficient spare capacity;

9.14.11 Shared Metallic Path Facility (SMPF) order rejection or amendment fees, including but not limited to, rejection due to incorrect details, rejection due to service not being available, or a change to expected date;

9.14.12 Charges carried out by BT Openreach from the co-mingling area at an Exchange, up to and including the End User Premises, when a fault is reported by the Partner to Easynet and is passed to Talk Talk Business (TTB), where Easynet or the Partner cannot resolve this fault themselves. TTB will, at its discretion, involve BT Openreach Engineers to clear the fault as reported by the Partners.

9.15 Accuracy of Third Party Service Provider Information

Easynet accepts no responsibility for the accuracy of data provided by a Third Party Service Provider that is used for recharging End Users.

9.16 Customisation and other work

Where Easynet agrees to carry out any customisation work, or provide any assistance or other work for which a charge is not otherwise stated, then Easynet may make a reasonable charge, and labour will be charged at the man day rates applicable to the resource used as set out set out in the Partner Portal, and as may be amended from time to time by Easynet in accordance with the Partner Master Services Agreement. Customisation or other work is charged in a minimum of one day units. For work exceeding one calendar month, billing will be monthly in arrears for all work done in that month. The balance will be invoiced on completion of the work.

9.17 Other Providers

The Partner agrees to pay any charges levied against Easynet by the Partner’s or End User's previous broadband service provider for services provided by such broadband service provider and/or migration of End Users together with Easynet’s reasonable charges for any services, software, equipment or system which Easynet has provided to the Partner's or End User's previous broadband service provider(s) to enable them to provide to the Partner, Partner Services or End User Services or an equivalent service. The Partner agrees to pay Easynet’s reasonable charges for any services, software, equipment or system which Easynet has provided to the Partner’s previous or other broadband service provider(s) to enable them to provide Services or an equivalent service to the Partner.

10. Commercial Models

10.1 Types

10.1.1 The End User Services provided under the Broadband Services use one of the following available Commercial Models which are:-

(a) Standard Based Charging (SBC) and Pay As You Go (PAYG)

(b) Virtual Service Provider (VSP)



(c) L2TP

10.1.2 Only one of the Commercial Models may be used at any time, and the selected Commercial Model applies to all End User Services, except as provided in Clause 10.1.4.

10.1.3 The initial Commercial Model is as specified in the Partner Master Services Agreement or otherwise specified by Easynet in the Partner Portal.

10.1.4 The Partner may, with the special written agreement of Easynet, operate more than one Commercial Model. Easynet may require End User Orders ordered under each Commercial Model to be administered separately.

10.1.5 The Partner may not convert any or all of the End User Orders and End User Services from one Commercial Model to another.

10.2 Access Connections (Tails)

10.2.1 The Partner agrees to pay a base calendar monthly charge for each Access Connection that is active during a calendar month (the "Base Monthly Charge").

10.2.2 In addition to the Base Monthly Charge, the Partner shall pay the additional Charges, such as for Excess Data Transfer and Planned, Burst and Capped Capacity detailed in Clauses 10.3(Data Transfer - Standard Based and PAYG) and 10.4(Bandwidth Charging) below.

10.2.3 The Partner agrees that a different Base Monthly Charge applies for each type of Access Connection.

10.2.4 The Partner agrees that the Base Monthly Charge is billed in advance on the first day of each calendar month. For example, the Partner is billed on 1st December 2012 for the period from 1st December until 31st December 2011.

10.2.5 The Partner agrees that the first Base Monthly Charge is billed in arrears on the first day of the calendar month after it is ordered on the Provisioning System. For example, for an order placed on 15th December 2011, the Partner is billed on 1st January 2011 for December 2011.

10.2.6 The Partner agrees that Base Monthly Charge will be payable even if the Access Connection is only available to the Partner for part of the calendar month. For clarity, this means that the Base Monthly Charge is payable in full for any months in which an Access Connection is migrated and/or ceased. However, this shall not apply to the initial monthly charge on activation, which will be pro-rated in accordance with Clause 9.5(Pro-Rating of initial monthly Charges).

10.2.7 The Partner agrees that the Provisioning System shall be used as the authoritative record of the Access Connections that the Partner shall be billed for.

10.2.8 The Partner agrees that each Access Connection shall continue to be billed until all of the following conditions have been satisfied: (a) the Partner terminated the End User Order for that Access Connection in accordance with the rights in clause 4.2; (b) the Access Connection has been terminated with the Third Party Service Provider (such as BT) and the End User Services have ceased or migrated; and (c) all contractual obligations have been met by the Partner.

10.2.9 The Partner agrees to pay any charges levied against Easynet by the Partner’s previous broadband service provider for services provided by such broadband service provider and/or migration of End Users.



10.2.10 The Partner agrees to pay a cancellation charge which will apply where an End User Order is terminated before it has been activated. The relevant cancellation charges are as set out in the Partner Portal, and as may be amended from time to time by Easynet in accordance with this Agreement.

10.2.11 The Partner agrees that any change to End User Services that causes an increase to the monthly charge will apply with effect from and including the beginning of the calendar month in which the change falls.

10.2.12 Where an Early Termination Charge is payable under clause 9.11 or clause 10.4.7 then such Early Termination Charge shall include, for each affected End User Order, the sum of the Base Monthly Charges for that End User Order, for each month in the Early Termination Calculation Period under that Clause.

10.3 Data Transfer - Standard Based and PAYG

The following sub-Clauses apply to the Standard Based Charging (SBC) Commercial Model and Pay As You Go (PAYG) Commercial Model and to all Access Connections for End User Orders under those Commercial Models.

10.3.1 Definitions

In this Agreement:-

(a) "Data Transfer" means for an Access Connection, any and all data downloaded and uploaded from or via that Access Connection in Gigabytes (GB). This is the total size of raw data transferred, including overheads such as network packets.

(b) "Monthly Data Transfer" means for an Access Connection, for a calendar month, the sum of all Data Transfer for that Access Connection for that calendar month.

(c) "Inclusive Data Transfer" means for an Access Connection, an amount of Data Transfer that is included within the Base Monthly Charge for that Access Connection, as stated in these Broadband Service Terms and Conditions and/or the Service Descriptions.

(d) "Excess Data Transfer" means for an Access Connection, the excess of the Monthly Data Transfer over the Inclusive Data Transfer for a calendar month, if any.

10.3.2 Common Principles

(a) Data Transfer for an Access Connection is measured by Easynet’s systems between 00:00am on the first day of a calendar month and 11:59pm on the last day of a calendar month.

(b) Any Inclusive Data Transfer does not appear as a separate item on the Partner bill.

(c) Any Inclusive Data Transfer applies individually to each Access Connection and cannot be pooled or transferred between Access Connections.

(d) Any Inclusive Data Transfer specified for an Access Connection is provided in full for each calendar month in which Access Connection is active under this Agreement. For example, the Inclusive Data Transfer would be applicable, for an Access Connection that becomes active on 16th May 2012, which could be consumed between 16th May 2012 and the 31st May



2012.

(e) Any Inclusive Data Transfer applies within discrete calendar month units and cannot be transferred from one calendar month to another and any un-used allowance cannot be carried forward to any future calendar month.

10.3.3 Standard Based Charging

When the Standard Based Charging (SBC) Commercial Model applies, then as well as Clauses 10.2(Access Connections (Tails)) and 10.3.2(Common Principles), the following shall apply:-

(a) Data Transfer is included as part of the Base Monthly Charge for each Access Connection.

(b) The Partner will not be charged if Data Transfer exceeds the Inclusive Data Transfer in any given calendar month for a specific Access Connection, but all network traffic for each Access Connection, including the Inclusive Data Transfer, will be subject to traffic shaping, capping and management by Easynet as determined by Easynet for all Access Connections under this Commercial Model together, so that the Access Connection may not receive all of or may exceed the Inclusive Data Transfer depending on such traffic shaping, capping and management.

10.3.4 Pay As You Go

When the Pay As You Go (PAYG) Commercial Model applies, then, in addition to Clauses 10.2(Access Connections (Tails)) and 10.3.2(Common Principles), the following shall apply:-

(a) For each End User Order, the Partner can select from a set of defined variants in the Service Descriptions that combine an amount of Inclusive Data Transfer and an Access Connection type. For example, the PAYG 50GB IPStream Max Premium variant includes an IPStream Max Premium Access Connection and 50GB of Inclusive Data Transfer.

(b) Each variant is charged per calendar month with the Inclusive Data Transfer included as part of the Base Monthly Charge for the Access Connection.

(c) Traffic shaping is not applied to each Access Connection, although network traffic for all Access Connections will still be prioritised to favour latency sensitive business traffic such as Voice over IP (VoIP).

(d) Any Monthly Data Transfer for an Access Connection that exceeds the Inclusive Data Transfer amount for a specific Access Connection is called "Excess Data Transfer".

(e) Excess Data Transfer attracts an additional Charge, and is billed in units of 1 gigabyte (1GB) units.

(f) Excess Data Transfer is measured by Easynet’s systems and is rounded up to the nearest whole 1GB unit.

(g) A different rate is applied for Excess Data Transfer, depending on whether an Access Connection is using BT IPStream Connect, BT Wholesale Broadband connect or an LLU provider.

(h) Excess Data Transfer is added as a separate item to the bill for the following month. For example, 59.1GB of usage in January 2012 for an End User with 50GB Inclusive Data Transfer, would be rounded up to 60GB, and



result in a 10 x 1GB units of excess data charges on the 1st February 2012 bill.

(i) Where an Early Termination Charge is payable under clause 9.11 or Error! eference source not found., then such Early Termination Charge shall include, for all affected End User Orders, a sum equal to: (1) the average Charge per End User Order for Excess Data Transfer, for all Excess Data Transfer Charges incurred for all affected End User Orders in the month prior to the Early Termination Calculation Period, (2) multiplied by the number of affected End User Orders, (3) multiplied by the number of months in the Early Termination Calculation Period.

10.4 Bandwidth Charging

The following sub-Clauses apply to the VSP or L2TP Commercial Models and to all Access Connections for End User Orders under those Commercial Models. In addition to the Base Monthly Charge under Clause 10.2(Access Connections (Tails)), the Partner shall pay for Data Transfer on the basis of Context Bandwidth for all such Access Connections as detailed below. It is expressly agreed that the provision and charging of Context Bandwidth is a Partner Service under the Partner Master Services Agreement and not the End User Order, and shall apply independently of and irrespective of the number End User Orders or the Migration or termination of any End User Services under End User Orders:-

10.4.1 Definitions

In this Agreement:-

(a) "Bandwidth" or "Capacity" is the number of Megabits which over a given second are, or (as the context admits) are capable of being, uploaded and downloaded through Access Connections expressed in Mb/s. This is the total size of raw data transferred, including overheads such as network packets.

(b) "Context" is a logical grouping of one or more Access Connections provided under End User Orders.

(c) "Context Bandwidth" or "Context Capacity" is the number of Megabits which over a given second are uploaded and downloaded in aggregate through all Access Connections in a Context, expressed in Mb/s. This is the total size of raw data transferred, including overheads such as network packets.

(d) The "95th Percentile Capacity" is, for a given calendar month and Context, the Context Capacity calculated as follows for that Context for that calendar month:-

(i) The 95th percentile is the smallest number that is greater than 95% of the numbers in a given set. The 95th percentile is not an average over a period, but a statistical approximation.

(ii) Approximately every 5 minutes Easynet will take a 1 second sample of the Context Capacity in aggregate over that second for all Access Connections in the Context, both uploaded and downloaded data, and the sum of these two upload and download readings together is recorded as the Context Capacity sample for that second. Each sample will be rounded up to the nearest whole



number of Mb/s.

(iii) At the end of the calendar month these Context Capacity samples will be sorted from lowest to highest. If any samples are missing, then Easynet may substitute for these samples, figures collected from any previous month at the same or similar time, or choose to proceed just using the actual data set with the missing samples.

(iv) Of this set of Context Capacity samples, Easynet will discard the lowest 95% of the samples, representing each of the samples which had the lowest recorded Context Capacity. If 95% of the samples is not a whole number, Easynet will round up to the nearest whole number of Context Capacity samples that is equal to or greater than 95% of the total set.

(v) Easynet will then take the next highest Context Capacity sample in the remainder of the set, and this will be taken to be the 95th Percentile Capacity for the calendar month for that Context

10.4.2 Contexts

(a) Access Connections are grouped into Contexts.

(b) All Access Connections in a Context shall belong to a single Commercial Model.

(c) Unless otherwise agreed or stated, the entirety of the Partner's Access Connections for a Commercial Model will be placed in a single "normal" Context.

(d) If the Partner wishes to set up another Context for a Commercial Model, then it must be requested by the Partner, and agreed with Easynet. Easynet will not be obliged to set up a Context or maintain a Context if the number of Access Connections in the Context is too low as determined by Easynet, and Easynet may require Contexts to be merged if the number of Access Connection is determined by Easynet to be too low in its sole and absolute discretion.

(e) To move Access Connections between Contexts, the Partner must notify Easynet using such method as Easynet may specify from time to time. The normal lead time is 1 Business Day for a batch of 5 Access Connections, first come first served. Any change to this must be specifically negotiated and agreed with Easynet. However, no Access Connection may be moved to a Context which is established under a different Commercial Model.

(f) The Partner may not terminate a Context, once activated, except on termination of the Partner Master Services Agreement by the Partner. Easynet may terminate an empty Context.

10.4.3 Capped and Uncapped

The Partner will have either selected an Uncapped Capacity Charge under Clause 10.4.4(Uncapped Capacity Charging) or a Capped Capacity Charge under Clause 10.4.5(Capped Capacity Charging) per Context. The Partner's initial choice will be stated in the Partner Master Services Agreement or as specified by Easynet in the Partner Portal. Unless otherwise agreed in the Partner Master Services Agreement, the Uncapped Capacity Charge will apply to each Context. The Partner may not change this for a Context without the further agreement of Easynet.



10.4.4 Uncapped Capacity Charging

If the Uncapped Capacity Charge is selected for a Context, then the following terms shall apply:-

(a) Operation

(i) For each calendar month the Partner will have a "Planned Capacity", in Mb/s for a Context, as determined in this Clause below, which is the Partner's planned 95th Percentile Capacity for that calendar month for that Context.

(ii) The Partner must pay Easynet's Planned Capacity bandwidth Charge per Mb/s for all Mb/s in the Partner's Planned Capacity. The Partner must pay for the Planned Capacity for a calendar month even if the 95th Percentile Capacity or actual Capacity usage is less than the Planned Capacity.

(iii) At the end of the calendar month, if the 95th Percentile Capacity is more than the Planned Capacity, then for each whole number of Mb/s by which the 95th Percentile Capacity for that calendar month exceeds the Planned Capacity for that calendar month (the "Burst Capacity"), the Partner must pay Easynet's burst bandwidth charge for each such excess number of Mb/s.

(iv) Initial Planned Capacity

(v) The initial Planned Capacity will be set out in the Partner Master Services Agreement or in the Partner Portal. If not set out in the Partner Master Services Agreement or Partner Portal then the initial Planned Capacity will be as otherwise initially agreed with Easynet.

(vi) Invoicing and Adjusting the Planned Capacity

(vii) For each calendar month from the month in which the Partner Master Services Agreement Start Date falls (or if later the month in which the Context is activated) (a "Relevant Calendar Month"), the Planned Capacity for a Context for that calendar month will be established and invoiced as follows:-

(viii) Starting point

(ix) Unless varied by the Partner in accordance with the following provisions of this Clause 10.4.4(a)(vi), the Planned Capacity for the Relevant Calendar Month for a Context will be the higher of the 95th Percentile Capacity for the previous calendar month for that Context, or the Planned Capacity for the previous calendar month for that Context.

(x) Invoice

(xi) Easynet will after the start of the Relevant Calendar Month, issue an invoice for its Charges for the Planned Capacity for the Relevant Calendar Month for that Context, as calculated under Clause 10.4.4(a)(viii) above, and for the Burst Capacity for any previous calendar month. Easynet will also supply with its invoice a data chart showing the calculation of the 95th Percentile Capacity for the previous calendar month for that Context. If the Partner has



more than one Context, then Easynet may issue a consolidated invoice and set of data charts for all Contexts. Easynet's invoice and data chart shall be deemed to be correct in the absence of manifest error. For the Relevant Calendar Month in which the Start Date fell, Easynet may raise its invoice on or after the Start Date.

(xii) Increase to Planned Capacity

(xiii) On receipt of an invoice under Clause 10.4.4(a)(x), the Partner shall have the right to increase the Planned Capacity for the Relevant Calendar Month to which the invoice relates by notice in writing served on Easynet by fax or e-mail within 7 days from and including the date of Easynet's invoice as stated on the invoice, but Easynet may reject such increase if Easynet does not have the available capacity in the Easynet Systems.

(xiv) Reduction in Planned Capacity

(xv) On receipt of an invoice under Clause 10.4.4(a)(x), the Partner shall have the right to reduce the Planned Capacity for the Relevant Calendar Month to which the invoice relates by notice in writing served on Easynet by fax or e-mail within 7 days from and including the date of Easynet's invoice as stated on the invoice, except that the Partner may not reduce the Planned Capacity to a figure which is lower than 90% of the Planned Capacity for the previous calendar month.

(xvi) Service of notice

(xvii) If the Partner does serve notice under Clauses 10.4.4(a)(xii) or 10.4.4(a)(xiv) within the stated 7 day time period then the Planned Capacity for the Relevant Calendar Month will be as stated in the Partner's notice, subject to the constraints in clauses 10.4.4(a)(xii) or 10.4.4(a)(xiv), and Easynet will either: (1) re-issue its invoice for the Relevant Calendar Month for the revised Planned Capacity (and this Clause 10.4.4(a)(vi) will not apply to the re-issued invoice) or (2) issue a credit note against its invoice, or a further invoice, for that Relevant Calendar Month, to effect such reduction or increase to the Planned Capacity for that Relevant Calendar Month. In either case, the payment period for the Charges shall still run from the date of the initial invoice under Clause 10.4.4(a)(x). For the avoidance of doubt all invoice adjustments apply to the invoice for the Relevant Calendar Month itself, and not any invoice for any future calendar month.

(xviii) Failure to serve notice

(xix) If the Partner fails to serve any notice under 10.4.4(a)(xii) or 10.4.4(a)(xiv) within the stated time period or at all, then the Partner will be deemed to have agreed that the Planned Capacity for the Relevant Calendar Month is as stated in Clause 10.4.4(a)(viii).

10.4.5 Capped Capacity Charging

If the Capped Capacity Charge is selected for a Context, then the following terms



shall apply:-

(a) Operation

(i) For each calendar month the Partner will have a "Capped Capacity" in Mb/s for a Context as determined in this Clause below.

(ii) The Partner must pay Easynet's Capped Capacity bandwidth Charge per Mb/s for all Mb/s in the Partner's Capped Capacity. The Partner must pay for the Capped Capacity whatever the actual Context Capacity usage is over a calendar month, and even if the 95th Percentile Capacity or actual Context Capacity usage is less for a calendar month less than the Capped Capacity.

(iii) For no second within in a calendar month can the Context Capacity exceed the Capped Capacity, and Easynet may block any excess upload or download data if it would cause the Context Capacity over any second to exceed the Capped Capacity.

(iv) If for any second the Capped Capacity is likely to be reached, then Easynet shall be entitled to prioritise traffic (using deep packet inspection), so that light usage (normal web pages and e-mail) will be prioritised over heavy usage (such pictures, television, music, movies, games, and streaming).

(b) Initial Capped Capacity

The initial Capped Capacity will be set out in the Partner Master Services Agreement or in the Partner Portal. If not set out in the Partner Master Services Agreement or Partner Portal then the initial Capped Capacity will be as otherwise initially agreed with Easynet.

(c) Invoicing and Adjusting the Capped Capacity

For each calendar month from the month in which the Partner Master Services Agreement Start Date falls (or if later the month in which the Context is activated) (a "Relevant Calendar Month"), the Capped Capacity for a Context for that calendar month will be established and invoiced as follows:-

(i) Starting point

Unless varied by the Partner in accordance with the following provisions of this Clause 10.4.5(c), the Capped Capacity for the Relevant Calendar Month will be the Capped Capacity for the previous calendar month for that Context.

(ii) Invoice

Easynet will after the start of the Relevant Calendar Month, issue an invoice for its Charges for the Capped Capacity for that Relevant Calendar Month for that Context, as calculated under Clause 10.4.5(c)(i) above. Easynet will also supply with its invoice a data chart showing the calculation of the 95th Percentile Capacity for the previous calendar month for that Context. If the Partner has more than one Context, then Easynet may issue a consolidated invoice and set of data charts for all Contexts. Easynet's invoice and data chart shall be deemed to be correct in the absence of



manifest error. For the Relevant Calendar Month in which the Start Date fell, Easynet may raise its invoice on the Start Date.

(iii) Increase to Capped Capacity

On receipt of an invoice under Clause 10.4.5(c)(ii), the Partner shall have the right to increase the Capped Capacity for the Relevant Calendar Month to which the invoice relates by notice in writing served on Easynet by fax or e-mail within 7 days from and including the date of Easynet's invoice as stated on the invoice, but Easynet may reject such increase if Easynet does not have the available capacity in the Easynet Systems.

(iv) Reduction in Capped Capacity

On receipt of an invoice under Clause 10.4.5(c)(ii), the Partner shall have the right to reduce the Capped Capacity for the Relevant Calendar Month to which the invoice relates by notice in writing served on Easynet by fax or e-mail within 7 days from and including the date of Easynet's invoice as stated on the invoice, except that the Partner may not reduce the Capped Capacity to a figure which is lower than 90% of the Capped Capacity for the previous calendar month

(v) Service of notice

If the Partner does serve a notice under Clause 10.4.5(c)(iii) or 10.4.5(c)(iv) within the stated 7 day time period then the Capped Capacity for the Relevant Calendar Month will be a stated in the Partner's notice, subject to the constraints in Clauses 10.4.5(c)(iii) or 10.4.5(c)(iv), and Easynet will either: (1) re-issue its invoice for the Relevant Calendar Month for the revised Capped Capacity (and this Clause 10.4.5(c) will not apply to the re-issue) or (2) issue a credit note against its invoice, or a further invoice, for that Relevant Calendar Month, to effect such reduction or increase to the Capped Capacity for that Relevant Calendar Month. In either case, the payment period for the Charges shall still run from the date of the initial invoice under Clause 10.4.5(c)(ii).

(vi) Failure to serve notice

If the Partner fails to serve any notice under Clauses 10.4.5(c)(iii) or 10.4.5(c)(iv) within the stated time period or at all, then the Partner will be deemed to have agreed that the Capped Capacity for the Relevant Calendar Month is as stated in Clause 10.4.5(c)(i).

10.4.6 VSP and L2TP Commercial Model - VLAN Billing

In addition to the above Clauses of this Clause 10.4, the following provisions apply to the VSP and L2TP Commercial Model:-

(a) An "Access Operator Network" means each separate network maintained by a Third Party Service Provider, such as the BT IPStream Connect (IPSC) and BT Wholesale Broadband Billing (WBC), which are each a separate Access Operator Network.

(b) It is possible to have Access Connections within a Context, on different Access Operator Networks.



(c) A different Capacity Charge per Mb/s for Planned, Burst and Capped Capacity may apply depending on which Access Operator Network the Access Connection is on (e.g. IPSC or WBC).

(d) If the Access Connections within a Context are on different Access Operator Networks, then:-

(i) All the Partner's traffic is carried on the Easynet network in a single VLAN per edge node.

(ii) If the Partner uses capping or shaping then any policy will apply to WBC and IPSC equally.

(iii) In addition to the provisions of Clauses 10.4.4 and 10.4.5 the Charge for the Planned Capacity, Burst Capacity and Capped Capacity for a Context will be adjusted as follows:-

(A) On a monthly basis the total Monthly Data Transfer (according to Clause 10.3.1(b)) for all Access Connections in the Context will be calculated (the "Total Data Transfer").

(B) On a monthly basis, the total Monthly Data Transfer for all Access Connections in the Context on a given Access Operator Network will be calculated (the "Network Data Transfer").

(C) The Planned Capacity, Burst Capacity and Capped Capacity will then be split by Access Operator Network, by the proportion which the Network Data Transfer is of the Total Data Transfer, and that split value will attract the Capacity Charge per Mb/s applicable to that Access Operator Network.

(D) For example, if the Planned Capacity is 100Mbit/s for a month, and the Data Transfer Report on the Provisioning System shows that the Partner's WBC Access Connections transferred a total of 500Gb and the Partner's IPSC Access Connections transferred a total of 250Gb in the same period. Then the Planned Capacity for WBC would be calculated as 100Mbit/s x (500/750) = 67Mb/s, and the Planned Capacity for IPSC would be calculated as 100Mbit/s x (250/750) = 33Mbit/s. The Data Transfer report is available on demand via the Provisioning System.

(iv) The Partner may choose to set up Contexts which have only Access Connections from one Access Operator Network, i.e. separate VLANs for IPSC and WBC traffic, subject to Clause 10.4.2(Contexts). In such case the Partner would, if it used capping or shaping, need to maintain separate policies for the WBC and IPSC traffic. On a monthly basis the Partner would be billed separately for each of the VLANs at the prevailing rate.

(v) For End Users where Easynet-generated throughput information is not available (most L2TP End Users) the calculation of bandwidth usage will be based on the proportion of different line types that the Partner has live with Easynet at the end of the calendar month.



For the purpose of this calculation it is assumed that all End Users use the same bandwidth (on average) regardless of the carrier or line type. E.g. End User has 60 WBC lines, 30 IPSC lines and 10 TTB lines live on the 31stJanuary and they are using 100Mbit/s of bandwidth at the 95th percentile (assuming they are not using Easynet capping and shaping). 60Mbit/s will be allocated to WBC, 30Mbit/s to IPSC and 10Mbit/s to TTB, and charged accordingly. If the End User is using Easynet capping and shaping then 100% of the capped context will be allocated to carrier types using the same apportionment.

10.4.7 Early Termination Charge

Where an Early Termination Charge is payable for the termination of any End User Orders, then such Early Termination Charge shall, for each Context, for all Access Connections under such End User Orders in that Context, include a sum calculated as follows, separately for Planned Capacity, Burst Capacity and Capped Capacity ("Relevant Capacity"): (A) take the Relevant Capacity for that Context for the month immediately prior to the Early Termination Calculation Period; (B) divide by the number of Access Connections in that Context at the start of that month; (C) multiply by the number of terminated Access Connections in that Context covered by the such End User Orders; (D) multiply by Easynet's Charges per Mb/s for the Relevant Capacity; and (E) multiply by each month in the Early Termination Calculation Period.

10.5 Traffic Management

10.5.1 The Partner acknowledges and agrees that for some Commercial Models and where otherwise indicated, mandatory traffic shaping and/or similar technologies are used by Easynet to restrict the amount of bandwidth consumed per Access Connection to a pre-determined amount by Easynet, and the Partner accepts that the speed of some types of traffic will be throttled as determined by Easynet. The types of traffic that are throttled, and the way that traffic is prioritised, is defined in by Easynet.

10.5.2 Easynet can offer additional traffic management features to assist Partners using a Virtual Service Provider (VSP) or L2TP Commercial Model to control the bandwidth used by end users. The variants are detailed in the Service Descriptions, including Advanced Traffic Management (via DPI) and Bandwidth capping. No Advanced Traffic Management option can be ordered via the Provisioning System, and must be subject to a separate order agreed by Easynet.

10.5.3 The Partner agrees that compliance with the Easynet Acceptable Use Policy is mandatory for all Access Connections regardless of the type of Commercial Model selected by Partner.

11. Mac Codes And Migration

11.1 NOT USED

11.2 Easynet obliged by OFCOM General Conditions

Subject to Clause 11.4(Contractual Consequences of Migration), Migration of End User



Services away from Easynet is permitted in circumstances where Easynet has a direct obligation under Regulation 22 of the OFCOM General Conditions to issue a MAC or otherwise permit or facilitate Migration of any Services away from Easynet, and in such case Easynet will issue such MAC and take any other action which Easynet is obliged to take to facilitate such Migration in a manner that is fair and reasonable and within a reasonable period in accordance with the terms of Regulation 22.

11.3 Explanatory information

11.4 Contractual Consequences of Migration

Easynet's obligation under Clause 11.2(Easynet obliged by OFCOM General Conditions) is without prejudice to any other term of the Partner Master Services Agreement or any End User Order. Accordingly, whilst Easynet may be obliged practically to issue a MAC code or facilitate Migration, if any Migration of any End User Services (or any Access Connection or other Third Party Service provided as part of the End User Services) away from Easynet takes place for any reason (whether or not facilitated by Easynet, and whether under Clause 11.2 or otherwise howsoever): (a) this shall not of itself amount to a termination of the associated Service and or End User Order; (b) the associated End User Order shall continue and the Partner shall continue to pay the Charges, even if any of the End User Services have ceased and even if a Third Party Service Provider is no longer billing Easynet, for the remainder of the Service Term applicable to the End User Order and the Services detailed within the End User Order, and for the avoidance of doubt Easynet shall not be obliged to actually supply the End User Services which have been so Migrated but the Partner shall still pay Charges for the same as if they were being provided.

12. Sky Access Services The following Service Levels and terms apply to the Services set out in these Additional Terms and

Conditions to the extent only that the access technology in relation to such Service is based on a Sky

access connection.

"Customer Equipment" means any equipment used by the Customer in relation to the Service;

"Easynet Equipment" means any equipment which is supplied by or on behalf of Easynet to the Customer for the purpose of providing the Services and includes any equipment specified on a relevant Order Form;

"Failure" means the Customer contacting the Customer Care Centre and reporting a failure of Service or “unexcused downtime” recorded by network monitoring and a Trouble Ticket confirming the failure being opened;

"Restore" means the Customer contacting the Customer Care Centre and confirming the restoration of Service and cognate terms shall be construed accordingly;

"TTTR" or "Target Time To Restore" means the total target time between a Failure and the Service being recorded by Easynet as Restored; and

"Trouble Ticket" represents a unique ID related to a Failure and is generated once a Failure is raised. This unique ID is given to the Customer to identify the related Failure and is recorded in the incident management tool of Easynet.



12.1. Easynet will use reasonable endeavours to provide the Services in accordance with the provisions of the SLA set out in this Section 12.9 below. Where Easynet fails to meet the performance standards set out below the Customer will be entitled to the remedies herein provided. The SLA in respect of a Service shall commence from the Service Commencement Date for such Service.

12.2. The Customer acknowledges that it is technically impractical to provide the Service free of faults or uninterrupted and that Easynet does not give an undertaking to do so. In the event of a fault in the Service, the Customer must report it to Easynet by the methods advised to the Customer at the commencement of the Service. The Customer therefore agrees that any service credits set out in the SLA shall constitute the Customer’s sole financial remedy for unavailability of the Service or otherwise for any failure to meet the SLA and the remedies set out in the SLA are given in full and final satisfaction of Easynet’s liability for such unavailability and for such failure. No service credits detailed elsewhere in these Additional Terms and Conditions will apply to the Sky Access Service.

12.3. Failures may be reported to the Easynet Support Centre on a 24/7/365 basis. Frontline support for Failures is available 24/7/365. Where second line support is required, Easynet will use its reasonable endeavours to comply with the timeframes set out below.

12.4. Target Service Level for failures:

12.4.1. Response Time. The target time to respond to a Failure is set out in Section 12.9. Response will be in the form of either email or phone contact with Easynet. Easynet shall use its reasonable endeavours to comply with the target response time.

12.4.2. Time to Restore a Failure. The Target Time to Restore for the Service is set out in Section 12.9 below. Easynet shall use its reasonable endeavours to comply with the TTTR.

12.5. The Service Levels in Section 12.9 below shall not apply where the Failure is caused by a fault with the CPE.

12.6. Any measurement carried out for the purposes of this Agreement shall exclude any time which elapses as a consequence of:

12.6.1. The Customer performing any work at the request of Easynet on any equipment that is not Easynet Equipment;

12.6.2. Easynet being unable to contact the Customer when required.

12.7. The following events are excluded from any measurement carried out for the purposes of this Agreement:

12.7.1. Any event of force majeure;

12.7.2. Any period of time required to obtain any access, wayleaves or other permissions necessary for installation and/or provision of the Easynet Equipment and/or the Service.

12.8. Easynet shall not be liable to provide Service Levels to the extent that such Failure:

12.8.1. is wholly or partly attributable to the Customer Equipment or to any breach of this Agreement by the Customer or any act of any of the Customer's affiliates, agents or sub-contractors which would constitute a breach of this Agreement if carried out by the Customer including any unauthorised use of the CPE; or



12.8.2. occurs during a period of maintenance or during a period when the Service is suspended in accordance with the terms of this Agreement.

12.9. The Customer acknowledges and agrees that the Service Levels set out herein are conditional upon the Customer providing 24/7/365 access to the Site without prior notice and that it is the Customer’s responsibility to ensure that 24/7/365 access to the Site without prior notice is provided to Easynet and/or the Carrier at all times.

Target Time to Restore

Sky Access Product Response Time Availability Guarantee (Annual)

TTTR

ADSL 4 bhrs - 9 bhrs

SDSL 4 bhrs - 9 bhrs

bhrs = Business Hours

chrs = Clock Hours

Business Hours are between 8am and 6pm on a Business Day

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