1
EXHIBIT 10.15
FRAMEWORK AGREEMENT - FINAL VERSION
DATED 24 NOVEMBER, 1997
(1) HERMES EUROPE RAILTEL B.V.
(2) COLT TELECOM GROUP PLC
FRAMEWORK AGREEMENT
FOR THE
PROVISION OF TRANSMISSION SERVICES
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FRAMEWORK AGREEMENT - FINAL VERSION
CONTENTS
1. Scope and Term of the Agreement...........................................3
2. HER Service Offerings.....................................................3
3. Provision of Services.....................................................4
4. Customer Obligations......................................................4
5. Charges and Billing.......................................................4
6. Service Quality...........................................................5
7. Liability.................................................................6
8. Force Majeure.............................................................6
9. Suspension and Early Termination..........................................7
10. Confidentiality...........................................................8
11. Intellectual Property Rights..............................................9
12. Assignment................................................................9
13. Definition and Interpretation.............................................9
14. Entire Contract..........................................................10
15. Variation................................................................10
16. No Waiver................................................................10
17. No Partnership...........................................................10
18. Survival.................................................................10
19. Severability.............................................................11
20. Notices..................................................................11
21. Dispute Resolution and Governing Law.....................................11
SCHEDULES
SCHEDULE 1: SERVICE LEVEL GUARANTEES..........................................16
SCHEDULE 2: SERVICE LEVEL AGREEMENT...........................................18
SCHEDULE 3: RING SERVICE CONTRACT.............................................25
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CONFIDENTIAL TREATMENT
FRAMEWORK AGREEMENT - FINAL VERSION
This Agreement made this 24th day of November 1997,
BETWEEN:
HERMES EUROPE RAILTEL B.V., a private company with limited liability,
incorporated under the laws of the Netherlands, having its registered office at
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
(hereinafter referred to as "HER"):
and
COLT TELECOM GROUP PLC, a company incorporated under the laws of England and
Wales and having its registered office at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇ ▇▇▇.
(hereinafter referred to as "CUSTOMER").
WHEREAS
A. HER operates telecommunications facilities between locations in Europe for
the purpose of providing cross-border transmission capacity to
telecommunications operators and other service providers as a "carriers'
carrier":
B. CUSTOMER is a telecommunications operator desiring to procure such
capacity from HER;
NOW THEREFORE the parties hereto agree with each other as follows:
1. SCOPE AND TERM OF THE AGREEMENT
1.1 The purpose to this Agreement is to establish the terms and conditions for
the provisioning and supply of services by HER to CUSTOMER in the future
through the execution of Service Contracts.
1.2 This Agreement shall enter into effect on execution by the Parties and
shall continue for a term of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
A REQUEST FOR CONFIDENTIAL TREATMENT## except to the extent that it is
extended in accordance with Clause 1.3, and provided that it has not been
terminated earlier in accordance with Clause 9.
1.3 The initial term of each Service Contract shall be expressly stated
therein. At the end of the initial term of a Service Contract, it shall
continue in accordance with the terms of this Agreement until terminated
by either party on 1 (one) year's written notice to expire at the end of
the initial term or at the end of the relevant month thereafter. If a
Service Contract is entered into for a term which extends beyond that
stated in Clause 1.2, the terms and conditions of this Agreement shall
continue in effect in relation to that Service Contract until the expiry
of its term.
2. HER SERVICE OFFERINGS
2.1 The services available from HER are set out in HER's Services Catalogue,
as published from time to time, and may be ordered in accordance with
Clause 3 below.
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FRAMEWORK AGREEMENT - FINAL VERSION
3. PROVISION OF SERVICES
3.1 CUSTOMER may order Transmission Services in accordance with the
provisioning process described in the Service Level Agreement by placing
orders. The Initial Service Contract is attached as Schedule 3.
3.2 Each Service Order Form is subject to acceptance by HER. Once an order is
signed by both parties, it shall constitute a binding Service Contract.
Under the terms of this Agreement CUSTOMER agrees that Service Contracts
may be entered into between HER and any of CUSTOMER Subsidiaries listed in
Appendix B. Customer further agrees that CUSTOMER shall remain liable at
all times for the performance of the obligations undertaken by the CUSTOMER
Subsidiaries under such Service Contracts without HER first having to seek
any recourse against the Subsidiaries. In particular, HER shall be
entitled to direct invoices for services rendered to those Subsidiaries to
CUSTOMER and CUSTOMER shall be liable to pay those invoices.
3.3 CUSTOMER agrees to purchase and HER agrees to provide the Transmission
Services identified in each Service Contract, on the terms and conditions
of this Agreement.
3.4 All Service Contracts shall be governed by the terms and conditions of
this Agreement provided that in the event of inconsistency the Service
Contract shall prevail in relation to the Services to which that Service
Contract relates.
3.5 CUSTOMER may state on each Service Order a Requested Delivery Date. HER
shall not be obliged to provide a Committed Delivery Date until two months
prior to the Requested Delivery Date. The Committed Delivery Date shall
then bind HER and HER's failure to meet that date shall, subject to Clause
6.6, entitle the CUSTOMER to Credits in accordance with Clause 6.3(a).
4. CUSTOMER OBLIGATIONS
4.1 CUSTOMER agrees:
(a) to pay the Charges provided for in each Service Contract in
accordance with the provisions of Clause 5.
(b) to provide HER and its contractors with all reasonable access to its
POPs and any other premises to enable HER to carry out its obligations
under this Agreement and Service Contracts.
(c) to comply with all relevant local, national and supranational laws in
each jurisdiction in which HER provides Transmission Services to
CUSTOMER.
5. CHARGES AND BILLING
5.1 Charges may include both a non-recurring element and a recurring element.
The Charges will be set out in each Service Contract.
5.2 Non-recurring Charges (where applicable) are due and payable within 10
working days of the Actual Service Delivery Date.
5.3 The recurring Charges are due and payable in twelve equal installments
following receipt of the relevant invoices from HER. The first such payment
is due and payable on the date of service commencement under the relevant
Service Contract. Subsequent payments are due and payable at calendar
monthly intervals, on the first day of the relevant month. Where in
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FRAMEWORK AGREEMENT - FINAL VERSION
any calendar month the Transmission Services are to be provided for a
period less than a full calendar month, the monthly recurring Charges
shall be pro-rated accordingly.
5.4 Charges are exclusive of VAT and other consumption taxes, unless otherwise
stated.
5.5 All payments are to be made net of charges and in the currency specified
in the Service Contract and are to be made to the Bank specified by HER.
Any change in the specified Bank will be communicated to CUSTOMER no later
than ten working days prior to the due date of the next payment.
5.6 Where any payment is expressed to be "due and payable" on a particular
date, payment shall be credited to HER's bank account by that date.
Payments shall only be deemed to have been made on the Value Date in
respect of such payment.
5.7 HER represents to CUSTOMER that all Transmission Services provided by HER
to CUSTOMER under this Agreement are provided at prices and upon terms
that are no less favourable to CUSTOMER than the prices and terms offered
by HER to its most favoured customers for substantially similar services,
subject to volume discounts, payment conditions, contract duration,
service levels, flexibility and other terms which materially affect
pricing. HER will adjust its prices as necessary to remain in compliance
with this commitment on a going forward basis.
5.8 If CUSTOMER fails to pay any Charges due within 30 days of the due date
for payment, HER shall, without prejudice to any other rights or remedies
it might have, be entitled to charge CUSTOMER interest on all sums due at
the rate of 1.5 per cent per month. Such interest shall be charged from the
date payment becomes due until the Value Date (both before and after
judgement) and shall accrue on a daily basis.
5.9 If CUSTOMER should terminate a Service Contract prior to the end of the
initial term specified therein, CUSTOMER shall pay HER in addition to any
Charges outstanding a cancellation charge equal to 25% of the Charges which
would have been payable on that Service Contract had it run its full term.
6. SERVICE QUALITY
6.1 Transmission Services shall be provided in accordance with the Service
Level Guarantees in Schedule 1. HER shall use reasonable endeavours to
provide the Transmission Services in accordance with the Service Level
Agreement in Schedule 2.
6.2 HER may from time to time vary the technical parameters applicable to
services, whether specified in the Service Level Agreement or otherwise, so
long as quality of service or the Service Level Guarantees are not
adversely affected.
6.3 (a) If Transmission Services fail to meet guaranteed Service Level
Guarantees during any billing month, subject to 6.3(b), CUSTOMER
shall be eligible for a credit against the Charges otherwise payable
in respect of the relevant Link. The Service Level Guarantees and
credits are detailed in Schedule 1.
(b) In the event that Customer cancels a Service Contract under Clause
9.7.1, no credits shall be payable in respect of that Service
Contract.
6.4 In no event shall the total credits payable under Clause 6.3 in respect of
any single circuit exceed, in any given month, the Monthly Circuit Charges
payable in respect of that circuit.
6.5 HER shall issue a credit note for any Credits to which the CUSTOMER is
eligible within 30 days following the month in which the credit arose.
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CONFIDENTIAL TREATMENT
FRAMEWORK AGREEMENT - FINAL VERSION
6.6 The Credits provided for in this Clause shall not apply to the extent that
deviation from service levels or failure to meet a delivery date is due to:
(a) an event of Force Majeure;
(b) an act or omission of CUSTOMER which constitutes a breach of this
Agreement, including in the case of failure to comply with a delivery
date, CUSTOMER's failure to cooperate in the timely completion of
Acceptance Tests or CUSTOMER's inability to accept service.
6.7 Except in the case of Persistent Service Failures, CUSTOMER's only
remedies for deviation from the Service Levels by HER or for failure by HER
to meet a delivery date are the credits provided for in this Clause.
6.8 HER shall have the right from time to time to modify, extend, repair or
replace any part of the Network, provided that, after completion of the
work, the modification or replacement does not materially impair the
provision of Transmission Service to CUSTOMER. The process for carrying out
service affecting works is set out in the Service Level Agreement.
6.9 Save that there shall be no degradation in service quality, HER may route
CUSTOMER traffic through facilities provided by a third party at its
discretion and in particular, to connect CUSTOMER's POPs, to HER's POPs or
to maintain service levels.
7. LIABILITY
7.1 Except in the case of death or personal injury, the maximum aggregate
liability of either party to the other for any loss sustained by the other
party (whether as a result of negligence or otherwise) in connection with
anything done or omitted to be done under this Agreement or any Service
Contract shall be ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT## per link affected in respect of any single
incident or series of related incidents; subject to a maximum liability of
HER under this Agreement or any Service Contract of ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## for all
incidents in any twelve-month period.
7.2 Neither party shall be liable to the other for any indirect or
consequential loss or damage. For these purposes, "indirect or
consequential loss or damage" includes, but is not limited to, loss of
revenue, profit, anticipated savings, business or goodwill, loss or
corruption or destruction of data.
8. FORCE MAJEURE
8.1 Subject to Clauses 8.2 ad 8.3, a party shall not be held liable for
failure in performing any of its obligations under this Agreement or a
Service Contract if such failure is caused by or arises as a result of an
event of Force Majeure.
8.2 The affected party shall promptly notify the other party in writing of the
occurrence of an event of Force Majeure and the estimated extent and
duration of its inability to perform its obligations.
8.3 Upon the cessation of the event of Force Majeure, the affected party shall
promptly notify the other party in writing of such cessation and shall
resume performance of tis obligations.
8.4 Both parties shall use reasonable endeavours to minimise the effects of an
event of Force Majeure.
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9. SUSPENSION AND EARLY TERMINATION
9.1 If a party (referred to herein as the "defaulting party") commits any
material breach of a Service Contract (or a provision of this Agreement
pertaining to a Service Contract) which, in the case of a breach capable
of remedy, shall not have been remedied within thirty days (30) of a
written request to do so being received from the other party, then the
other party may terminate this Agreement and the relevant Service
Contract immediately by giving the defaulting party notice in writing
to that effect.
9.2 If a party (referred to herein as the "affected party") has ceased to
perform its obligations under a Service Contract as a result of an event
of Force Majeure for a period greater than thirty (30) days, the other
party may terminate the relevant Service Contract immediately by giving
the affected party notice in writing to that effect.
9.3 Either party may terminate this Agreement and the Service Contracts
immediately upon giving notice to the other party in the event that the
other party becomes bankrupt or insolvent; has sought protection from its
creditors under any statute or legal process; has suffered or permitted a
trustee, liquidator, receiver, receiver-manager or similar custodian to be
appointed or to take possession of its property or assets; has voluntarily
or involuntarily commenced proceedings for dissolution, liquidation or
winding up; or has ceased to carry on business in the ordinary course.
9.4 On termination of this Agreement and/or any Service Contract, HER may
require CUSTOMER, at one month's notice, to disconnect all or any customer
facilities from the Network. If the termination occurs as a result of
breach of this agreement by CUSTOMER, HER may carry out at CUSTOMER's own
expense all remedial work necessary to restore the Network and POPs to full
working order, to remove cables and apparatus from HER lands or premises
and to make good any damage caused by so doing.
9.5 HER reserves the right to suspend the provision of services, and/or to
disconnect customer facilities from the Network if, in HER's reasonable
judgement, CUSTOMER's use of the Network may damage or disrupt the Network.
9.6 If CUSTOMER is at any time in breach of Clauses 4.1(a) or 4.1(c) and has
failed to remedy such breach within 30 (thirty) days of written notice to
do so, HER may suspend the performance of its obligations under any
relevant Service Contract forthwith upon written notice to CUSTOMER without
prejudice to its rights under this agreement and the relevant Service
Contract, including its rights to payment. Notwithstanding any other
provision of this Agreement, HER shall have no liability to CUSTOMER for
any loss or damages it suffers as a consequence of such suspension.
9.7 If:
9.7.1 the commencement of the Transmission Services under a Service
Contract have been delayed beyond 6 weeks; or
9.7.2 the Transmission Services provided under a Service Contract are
subject to a Persistent Service Failure:
CUSTOMER shall have the right to terminate the relevant Service Contract
immediately, without incurring a cancellation charge or other penalty, by
giving HER notice in writing to that effect.
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10. CONFIDENTIALITY
10.1 Each party shall promptly supply to the other such information and
assistance which the other may reasonably request to enable it to perform
its obligations under this Agreement. Each party shall ensure that
information provided to the other party in accordance or in connection with
this Agreement is correct to the best of its knowledge at the time it is
provided.
10.2 Each party shall keep in confidence all Confidential Information and will
not (and will use its reasonable endeavours to ensure that its directors,
employees, officers, servants, agents, Associates and professional advisers
will not) disclose such information to any third party other than in
accordance with this Agreement. Each party shall exercise no lesser degree
of care in relation to Confidential Information than it would apply to its
own confidential information.
10.3 The following disclosures shall not constitute a breach of Clause 10.2:
(a) a disclosure authorised in writing;
(b) a publication of Confidential Information in accordance with a
statutory or other regulatory requirement or pursuant to an order of
a competent court or tribunal;
(c) a disclosure made to any regulator or any expert or arbitrator
appointed in accordance with the provisions of this Agreement to the
extent that such disclosure is a legal requirement; or
(d) a disclosure made to professional advisors or persons bona fide
considering investing in either party whether by capital investment,
loans or other means provided that the recipient has agreed to be
bound by the restrictions contained in Clauses 10.2, 10.3 and 10.4 in
the same manner as if it were a party to this Agreement.
10.4 The provisions of Clause 10.2 do not apply to any Confidential Information
which:
(a) enters into the public domain other than by reason of a breach of
this Agreement;
(b) is known to the party to which it is disclosed at the time of its
disclosure;
(c) is independently generated, developed or discovered at any time by or
for the party to which it is disclosed;
(d) is disclosed by a third party without any restriction on further
disclosure; or
(e) is necessary for the purposes of permitting a party to perform its
obligations under this Agreement or a Service Contract provided that
any third party which receives Confidential Information pursuant to
this provision has agreed to be bound by the restrictions contained in
Clauses 10.2, 10.3 and 10.4 (a)-(e) in the same manner as if it were a
party to this Agreement.
(f) Is required to be disclosed to any stock exchange, regulator or
similar authority
10.5 Confidential Information shall only be used for the purposes for which it
was disclosed and/or for the purposes of performing the obligations of the
parties under this Agreement or a Service Contract.
10.6 The obligations of confidentiality in this Clause 10 shall continue for 5
years following the termination of this Agreement.
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10.7 Neither party shall make any press announcements concerning this Agreement
or a Service Contract or publicise this Agreement or a Service Contract in
any way without the prior written consent of the other party.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 Nothing in this Agreement or a Service Contract shall be construed as
conferring any licence to intellectual property or as an assignment of the
intellectual property rights of one party to the other party.
11.2 CUSTOMER shall indemnify and save HER harmless from any loss, damage,
liability or expense incurred by HER arising out of any infringement of the
intellectual property rights of third parties related to CUSTOMER's use of
the Network or of the services provided by HER pursuant to this Agreement.
11.3 HER shall indemnify and save CUSTOMER harmless from any loss, damage,
liability or expense incurred by CUSTOMER arising out of any infringement
of the intellectual property rights of third parties by HER related to
HER's operation of the Network or the provision of services to CUSTOMER
pursuant to this Agreement.
12. ASSIGNMENT
12.1 This Agreement and the Service Contracts are personal to the parties
hereto and neither party shall without the prior consent in writing of the
other assign, charge or otherwise deal with the whole or any part of this
Agreement or a Service Contract or its rights or obligations under this
Agreement or a Service Contract without the consent to the other party.
12.2 In the event of an assignment under Clause 12.1, the assignor shall
provide not less than fourteen days prior notice in writing of such
assignment to the other party and the assignee shall enter into an
agreement with the other party whereby the assignee shall agree to be bound
by the terms of this Agreement or the relevant Service Contract, as
appropriate, and if required by the other party the assignor shall
guarantee the performance of this Agreement or the relevant Service
Contract, as appropriate, by the assignee.
12.3 Notwithstanding Clause 12.1, either party may assign this Agreement or any
Service Contract to an Associate without the consent of the other, or to a
lender as security for the repayment of loans or an Associate, but in the
case of such an Assignment the original party shall remain liable for
performance of the terms of this Agreement and the relevant Service
Contract, unless otherwise agreed in writing.
13. DEFINITION AND INTERPRETATION
13.1 In this Agreement and Service Contracts, words and expressions shall have
the meanings ascribed to them in Appendix A.
13.2 All documentation exchanged between the parties pursuant to this Agreement
shall be in English.
13.3 The following documents form part of this Agreement, and any
inconsistencies between them shall be resolved by giving them the following
order of precedence, unless expressly stated to the contrary:
(a) the Service Contracts entered into pursuant to this Agreement,
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(b) the main body of this Agreement and Appendix A but excluding the
Schedules,
(c) the Service Level Guarantees (Schedule 1), and
(d) other Schedules.
13.4 References in this Agreement to HER and CUSTOMER shall include their
respective employees, agents, successors (whether by operation of law or
otherwise) and permitted assigns.
13.5 Headings are included in this Agreement for ease of reference only and
shall not affect the interpretation or construction of this Agreement.
14. ENTIRE CONTRACT
This Agreement represents the entire understanding between the parties in
relation to the provision of the Services and supersedes all other
agreements and representations, whether oral or in writing.
15. VARIATION
No variation, modification or addition to or cancellation of any provision
of this Agreement or a Service Contract shall be effective unless agreed in
writing by a duly authorised representative of HER and CUSTOMER.
16. NO WAIVER
16.1 Failure by either party at any time to enforce any of the provisions of
this Agreement or a Service Contract shall neither be construed as a waiver
of any rights or remedies hereunder nor in any way affect the validity of
this Agreement or a Service Contract or any part of them, and no waiver of
a breach of this Agreement or a Service Contract shall constitute a waiver
of any subsequent breach.
16.2 Termination of this Agreement or a Service Contract shall not operate as a
waiver of any breach by a party of any of the provisions thereof and shall
be without prejudice to any rights or remedies of either party which may
arise as a consequence of such breach or which may have accrued hereunder
up to the date of such termination.
16.3 No waiver of a breach of this Agreement or a Service Contract shall be
effective unless given in writing.
17. NO PARTNERSHIP
Nothing in this Agreement or a Service Contract shall be deemed to
constitute a partnership or joint venture between the parties or to
constitute one party the agent of the other for any purpose whatsoever.
18. SURVIVAL
Notwithstanding anything in Clause 1.2, the provisions of this Clause and
Clauses 6.8, 7.8, 9.4, 9.6, 10.6, 19, 20 and 21 shall survive termination
of this Agreement.
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19. SEVERABILITY
19.1 The invalidity of unenforceability for any reason of any part of this
Agreement or of any Service Contract shall not prejudice or affect the
validity or enforceability of the remainder of this Agreement.
19.2 If further lawful performance of this Agreement or any Service Contract
or any part of them shall be made impossible by the final judgement or
final order of any court of competent jurisdiction, commission or
government agency or similar authority having jurisdiction over either
party, the parties shall forthwith use their best endeavours to agree
amendments to this Agreement or the relevant Service Contract so as to
comply with such judgement or order or resume performance.
20. NOTICES
20.1 Except in cases where the Service Level Agreement makes express provision
otherwise, any notice given under this Agreement shall be in writing and
sent or delivered to the address of the recipient party given in this
Agreement (or as from time to time otherwise notified) by:
o facsimile transmission, in which case it will be deemed received when
sent;
o hand (including courier), in which case it will be deemed received
when delivered;
o air mail (where appropriate), in which case it will be deemed received
5 days after posting; or
o ordinary first class mail (where the recipient is within the same
jurisdiction as the sender) in which case it will be deemed received
2 days after posting.
20.2 Any notice or communication sent by post shall be deemed to have been
delivered on the second day following posting on which postal delivery is
available and in proving posting it shall be sufficient to show that the
envelope containing such notice or communication was properly addressed,
stamped and posted.
20.3 Either party may amend its address and facsimile number specified in
Clause 20.1 by written notice to the other party.
21. DISPUTE RESOLUTION AND GOVERNING LAW
21.1 Any dispute, controversy or claim arising under, out of or relating to
this Agreement or any Service Contract, including any questions regarding
its existence, or termination shall first be referred for resolution in
accordance with the escalation procedure set out in the Service Level
Agreement.
21.2 This Agreement and Service Contracts shall be governed by and construed
in accordance with English law.
21.3 The parties hereby submit to the exclusive jurisdiction of the English
Courts and waive any objection to proceedings in such courts on the
grounds of venue or on the grounds that proceedings have been brought in
an inconvenient forum.
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AS WITNESS the hands of the duly authorised representatives of the parties
at on the date first above written.
-----------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------) for and on behalf of
) HERMES EUROPE RAILTEL B.V.
)
▇▇▇▇▇ ▇▇▇▇▇▇ )
--------------------------------)
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------) for and on behalf of
) COLT TELECOM GROUP PLC
)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ )
--------------------------------)
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APPENDIX A
In this Agreement, including the Schedules, words and expressions shall have
the meanings ascribed to them below:
"Actual Service Delivery
Date" as defined in Schedule 2, paragraph 3.
"Associate" in relation to any body corporate, any Holding
Company or Subsidiary of such body corporate or
other subsidiary of any such Holding Company.
"Charges" the Charges set out in each Service Contract.
"Committed Delivery Date" the dated provided by HER for the provision of
Transmission Services and set out in each Service
Contract.
"Confidential Information" all information of any nature, provided by one
party to the other in connection with this
Agreement save for information which the
originating party has expressly identified
as being non-confidential.
"Credits" the credits calculated in accordance with the
Service Level Guarantees.
"Force Majeure" any cause beyond a party's reasonable control
affecting its performance of its obligations
hereunder including but not limited to acts of
God, insurrection or civil disorder, war or
military operations, national or local emergency,
acts or omissions of Government or regulatory
authority, industrial disputes of any kind (not
involving that party's employees), fire, flood,
lightning, explosion, subsidence, inclement
weather, acts or omissions of persons or bodies
for whom the affected party is not responsible.
"HER Points of Presence
or POPs" nodes or cable terminating points on the Network
which are designated by HER.
"Holding Company" a holding company as defined in Sections 736 and
736A Companies Act 1985 (England).
"Initial Service Contract" the Service Contract entered into on the date of
this Agreement between HER and COLT
Telecommunications (a Subsidiary of CUSTOMER) and
attached at Schedule 3.
"Link" a transmission path between two termination
points identified in a Service Contract.
"Monthly Circuit Charges" the recurring charges set out in each Service
Contract.
"Network" the Hermes Europe Railtel TransEuropean SDH
Network.
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"Persistent Service Failure" a failure to perform in accordance with the
guaranteed Service Level for three consecutive
months.
"Service Contract" a contract created by the acceptance of HER of
Service Order.
"Service Level Guarantees" quality of service levels for Transmission
Services as defined in Schedule 1.
"Service Order" an order placed by CUSTOMER in accordance with
the terms of this Agreement.
"Services Catalogue" the document describing the services available
from HER as published by HER from time to time.
"Subsidiary" a subsidiary as defined in section 736 and
736A Companies Act 1985 (England).
"Transmission Services" The services provided by HER in accordance
with each Service Contract, which at the time
of entering into this Agreement may include,
Ring Service, Basic, Standard, Premium or VIS
Services as those terms are defined in the
Services Catalogue.
"Value Date" the date upon which the transfer of the Charges
is completed: that is, the Charges appear as a
credit on HER's bank account.
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APPENDIX B
CUSTOMER SUBSIDIARIES
1. COLT Telecommunications
2. COLT Telecom GmbH
3. COLT Telecommunications France SAS
4. COLT Telecom Espana S.A.
5. COLT Telecom A.G.
6. COLT Telecom S.A.
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SCHEDULE 1
SERVICE LEVEL GUARANTEES
1. DELIVERY OF SERVICE
1.1 Service Delivery Guarantees
Service Level Guarantee Credits Calculation if service level is
not met
----------------------------------------------------------------------------------------
Service Delivery Date By Committed Delivery 5% of Non-Recurring Charge per
Date week delay
----------------------------------------------------------------------------------------
The committed delivery date is stated in each Service Contract. HER is
considered to have met this date if on or before then HER has issued the "HER
BIS Test Report" to customer as part of the handover procedure (see schedule 2).
HER shall be entitled to revise the committed delivery date after it has
provided a signed service order to the customer if HER is unable to access
CUSTOMER POP in a timely manner during either installation or BIS testing
processes.
For the avoidance of doubt if BIS testing performed by CUSTOMER is
unsuccessful, and this is verified as a problem caused by HER, then the Actual
Delivery Date will be revised accordingly.
1.2 Cancellation rights
If HER has not delivered the Transmission Service within 6 weeks of the
Committed Delivery Date, CUSTOMER is entitled to cancel the Service Contract,
in lieu of Credits but without any cancellation charge applying.
2. SERVICE AVAILABILITY
HER offers guarantees on the availability of Ring Service as set out below.
Service Level Guarantee Credits Calculation if service level is
not met
----------------------------------------------------------------------------------------
Availability 99.9 - 99.5 10% of monthly Ring Charges
(monthly) Below 99.5 - 99.0 20% of monthly Ring Charges
Below 99.0 - 97.5 40% of monthly Ring Charges
Below 97.5 100% of monthly Ring Charges
----------------------------------------------------------------------------------------
The Ring Service is considered unavailable if two or more VC4 paths on the Ring
are not available and availability is measured accordingly.
Availability is calculated on a monthly basis as follows:
(Total time - Sum of all events of unavailable
time as agreed during fault clearance) x 100
---------------------------------------------
Total time.
PAGE 16 of 25
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FRAMEWORK AGREEMENT - FINAL VERSION
Per event, unavailable time begins at time of CUSTOMER problem reporting, or
HER problem detection, whichever is earlier. Unavailable time ends as agreed
between HER and CUSTOMER during fault clearance; this is documented in the
"Fault Clearance Report". (see schedule 2) Unavailable time is measured between
HER demarcation of responsibility points as defined on HER Service Order.
Planned works and outages prolonged by inability to access CUSTOMER POP are
excluded.
Months are calendar months.
PAGE 17 OF 25
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FRAMEWORK AGREEMENT - FINAL VERSION
SCHEDULE 2
SERVICE LEVEL AGREEMENT
1. PURPOSE OF THE AGREEMENT
This document sets out agreed standards and procedures for the provisioning
(service delivery) and operations (fault and performance management) of
Transmission Services provided by HER to CUSTOMER.
This agreement also sets out measurable entities that allow periodic reviews
of the quality of provisioning and operations of HER transmission services.
2. DEFINITIONS & ABBREVIATIONS
Access Network Network between HER PoP and CUSTOMER PoP
ADM Add/Drop Multiplexer
Backbone HER network between two HER PoPs
BIS Bringing-Into-Service
CS Customer Services
CSC Customer Services Centre
ES Errored Seconds
SES Severely Errored Seconds
G.826 ITU-T Recommendation G.826
HER Hermes Europe Railtel
ITU International Telecommunications Union
M.2100 ITU-T Recommendation M.2100
M.2101 ITU-T Recommendation M.2101
M.2120 ITU-T Recommendation M.2120
NOC Network Operations Centre
OPS Operations
PDH Plesiochronous Digital Hierarchy
SDH Synchronous Digital Hierarchy
POP Point of Presence
SLA Service Level Agreement
Definitions contained in the Framework Agreement also apply.
3. SERVICE DELIVERY
3.1 General Principles
This section covers the period between receipt of HER Service Order Form and
handover of acceptance-tested operational service. This process will be managed
through single points of contact from both CUSTOMER and HER.
3.2 Specific Customer Design
A Customer Design will be prepared by HER in cooperation with CUSTOMER; this
will be coordinated through single points of contact. The agreed design will be
annexed to Schedule 3.
PAGE 18 OF 25
19
FRAMEWORK AGREEMENT - FINAL VERSION
3.3 INSTALLATION
HER will co-ordinate with CUSTOMER-specified contact persons all installation
activities, and CUSTOMER is responsible to provide building access in a timely
manner to ensure on-time service delivery. Depending on the contracted service,
this may include:
o Equipment installation in HER POP
o Cabling to agreed demarcation point
3.4 ACCEPTANCE TESTING AND COMMISSIONING
HER acceptance tests are in accordance with ITU recommendations M.2100 and
M.2101.
Before handing over the circuit to the customer, a 24 hours Bringing-Into-
Service (BIS) test will be performed.
This BIS test is performed with a test equipment (TE) at each end. These TE are
connected at the demarcation points of the service (including all cabling).
For STM-1/VC4 services, the errors and alarms of the STM-1 interconnecting
sections are measured, as well as of the VC-4 path.
Following parameters are measured:
Errored Seconds(ES)
Severely Errored Seconds (SES)
Unavailable Seconds (US)
In addition the round trip delay is measured.
The following values are taken for the BIS performance limits of the VC4 path,
based on 2% allocation (Backbone service):
-------------------------------------------------------------------------
S1 S2
-------------------------------------------------------------------------
Allocation ES SES ES SES
-------------------------------------------------------------------------
LON-PAR 2% 9 0 26 3
-------------------------------------------------------------------------
FRA-PAR 3% 16 0 36 4
-------------------------------------------------------------------------
FRA-LON 3% 16 0 36 4
-------------------------------------------------------------------------
If the measurement indicates values below S1, the BIS is considered successful
and the path accepted.
If the measurement indicates values between S1 and S2, the test is extended to 7
days (thresholds x 7).
If the measurement indicates values above S2, the BIS is not successful and
corrective action is taken.
3.5 HANDOVER
Upon successful results from HER BIS testing, a certificate with detailed
measurements as per M.2100, M.2101, and M.2110 including the measured round-trip
network added delay will be provided to CUSTOMER (see Appendix 1 for format and
BIS target values).
PAGE 19 OF 25
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FRAMEWORK AGREEMENT - FINAL VERSION
CUSTOMER shall have 72 hours, measured from the "Actual Service Delivery Date"
to perform its internal testing. On customer acceptance or at end of this
period, (whichever is earlier), billing of the recurring charges shall commence
unless CUSTOMER notifies HER that CUSTOMER'S tests have failed, and this is due
to a problem with the Transmission Service. In this case HER will investigate
the problem and restart the Acceptance Testing and Commissioning procedure.
3.6 SERVICE DELIVERY ESCALATION
If the stated delivery standards in sections 3.1-3.8 of this document are not
met, the following escalation sequence should be used to find a satisfactory
solution:
-------------------------------------------------------------------------------------------------------
CONTACT NAME TEL. NO. FAX NUMBER TEL. NO. AFTER
LEVEL HOURS
-------------------------------------------------------------------------------------------------------
1st Level ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇
CS Manager
-------------------------------------------------------------------------------------------------------
2nd Level ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇
Operations Director
-------------------------------------------------------------------------------------------------------
3rd Level ▇▇▇ ▇▇▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇
Managing Director
-------------------------------------------------------------------------------------------------------
4. FAULT MANAGEMENT
4.1 24 Hrs/7 Days Fault Reporting Contact
HER will log all faults in its Problem Management System within 5 minutes of the
fault being detected by the HER Network Operations Centre or reported by
CUSTOMER.
All faults shall be reported by phone to the HER Customer Service Centre. When
the local access network is provided by HER, either through "Integrated" or
"One-Stop Shop" service, note that local access providers must not be contacted
directly. This to ensure a single point (the HER CSC) controls all activities.
Phone: ▇▇-▇-▇▇▇-▇▇▇▇
Toll free from NL: ▇▇▇-▇▇-▇▇-▇▇
Toll free from BE: ▇▇▇▇-▇▇▇-▇▇
Toll free from UK: ▇▇▇▇-▇▇-▇▇-▇▇
Fax: ▇▇-▇-▇▇▇-▇▇▇▇
All faults detected by HER shall be reported to a single CUSTOMER point of
contact being:
Network Control Centre (NCC)
COLT Telecommunications
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel. (UK freephone) - ▇▇▇▇ ▇▇▇ ▇▇▇
Tel. (Other) - 44/▇▇▇ ▇▇▇ ▇▇ ▇▇
Fax. 44/▇▇▇ ▇▇▇ ▇▇.
PAGE 20 OF 25
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FRAMEWORK AGREEMENT - FINAL VERSION
The fault management procedure will be discussed with the customer prior to
service activation and may be subject to fine tuning, depending also on the
specific technical network management capabilities of the CUSTOMER and Access
Networks.
4.2 Fault Reporting Procedure/Information
4.2.1 HER to CUSTOMER
HER will phone CUSTOMER within 15 minutes of problem detection and
provide:
o ID's of affected paths
o start time of problem
o nature of problem (degraded/down)
o HER trouble-ticket reference number
o estimated time to repair (if problem is still not solved)
4.2.2 CUSTOMER to HER
CUSTOMER will contact HER CSC; for expediency purposes, phone contact
is preferable. CUSTOMER should provide the following details:
o contact details
o CUSTOMER trouble-ticket reference
o nature of problem (degraded/down)
o ID's of affected paths
o start time of problem
o can service be taken down for testing?
HER will immediately log the report in a trouble-ticket, provide the
trouble-ticket reference number, and begin fault localisation. HER
will contact CUSTOMER within 15 minutes with a problem description,
and an estimated time to repair (if problem is still not solved).
4.3 Fault Repair
Fault repair will be done using the non-service degrading tests to diagnose and
correct the problem; service degrading tests will be done after consent from
CUSTOMER. These may include:
o service interruption
o intrusive tests to CUSTOMER equipment
HER will update CUSTOMER every 30 mins. or as otherwise agreed until problem is
repaired.
4.4 CUSTOMER Site Access for fault management
In case the demarcation point of the service (as specified in the Service
Contract and/or the Customer Design) is within the customer premises, the
customer must provide 24-hour access to its premises to HER and/or Local Access
Provider personnel in order to perform tests. They will follow the security
procedures specified by the Customer before service activation. HER will
provide the Customer with identification details of the person(s) arriving, and
tests to be performed.
PAGE 21 OF 25
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FRAMEWORK AGREEMENT - FINAL VERSION
4.5 Fault Clearance Procedure
After service is repaired, HER will monitor for 10 mins. If service is stable,
HER will report fault clearance to CUSTOMER within 5 minutes. Upon CUSTOMER
agreement, the trouble-ticket will be cleared, and HER will provide CUSTOMER
with a written Fault Clearance Notification within 24 hours (see Appendix 2).
This will contain:
o fault ticket number
o time of fault clearance
o cause of the fault
o agreed outage duration
o agreed performance degradation
o corrective action taken
Fault clearance details are included in the monthly performance report, and are
used to calculate the service availability. If the service is reported as
being degraded, and HER and CUSTOMER agreed to take the service down for
testing, the duration of the outage for testing shall not count as downtime in
the monthly availability calculation, unless otherwise agreed by HER.
4.6 Escalation
4.6.1 CUSTOMER Escalation
If the problem is not being addressed in a satisfactory manner, an escalation
procedure with 4 contact levels is available for the customers. The sequence
should be the one specified in the following table; the timing is left to the
Customer discretion; the Customer should however take into consideration the
timing of the HER internal escalation procedure as described in 4.6.2.
Out of office hours, the Customer may request escalation through the CSC.
==============================================================================
CONTACT CONTACT FUNCTION TEL. NUMBER FAX NUMBER TEL. NO. AFTER
LEVEL & NAME(S) HOURS
--------- ------------------- ------------- ------------- --------------
1st Level Shift Leader ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇
--------- ------------------- ------------- ------------- -------------
2nd Level ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇
CSC Manager
--------- ------------------- ------------- ------------- -------------
3rd Level ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇
Operations Director
--------- ------------------- ------------- ------------- -------------
4th Level ▇▇▇ ▇▇▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇ ▇▇-▇-▇▇▇-▇▇▇▇
Managing Director
==============================================================================
4.6.2 HER internal
The following escalation/awareness sequence will be used by HER as governed by
duration of CUSTOMER service interruption.
PAGE 22 OF 25
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FRAMEWORK AGREEMENT - FINAL VERSION
====================================================
CONTACT CONTACT FUNCTION TIME SINCE
LEVEL FAULT LOGGED
--------- ------------------- ------------
1st Level Shift Leader Immediate
--------- ------------------- ------------
2nd Level NOC/CSC Manager 2 hrs.
--------- ------------------- ------------
3rd Level Operations Director 4 hrs.
--------- ------------------- ------------
4th Level Managing Director 12 hrs.
====================================================
5. PLANNED WORKS NOTIFICATION PROCEDURE
HER and Access Network providers will from time to time undertake scheduled
service-affecting works. HER will inform CUSTOMER by fax containing the
proposed time and date, duration, and description of any such works. If the
proposed time and date are not acceptable, CUSTOMER must reply within 1 working
day with a preferred alternative. If agreement cannot be reached, HER will
decide the time and date at its discretion, but with the objective to minimise
CUSTOMER inconvenience. CUSTOMER can choose to provide HER with preferred
downtime windows within which HER will use reasonable endeavours to schedule
service-affecting planned works (see Appendix 2).
Planned works scheduled with less than 15 days notice are considered as
unavailable time unless otherwise agreed by CUSTOMER, and are included in the
monthly service availability calculations. Planned works that exceed scheduled
time are (insofar as the excess time is concerned) also included in the monthly
service availability calculations.
CUSTOMER contact for planned works is:
Network Control Centre (NCC)
COLT Telecommunications
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel. (UK freephone) - ▇▇▇▇ ▇▇▇ ▇▇▇
Tel. (Other) - 44/▇▇▇ ▇▇▇ ▇▇ ▇▇
Fax. 44/▇▇▇ ▇▇▇ ▇▇ ▇▇.
6. REPORTING
This section details which measurable items will be reported in the monthly
"Service Report." The individual items and their definitions are listed
below. And example is provided in Appendix 3.
6.1 Service Performance
6.1.1 Service Availability
6.1.2 Time To Repair (per event)
PAGE 23 OF 25
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FRAMEWORK AGREEMENT - FINAL VERSION
HER will also provide CUSTOMER from time to time with historical data on
time to repair. At the date of signing this Agreement the mean time to
repair a network fault (equipment failure or fibre cut) is 4 hours. Such
network faults should not be service affecting (unless no other path is
available), but HER offers no guarantees in this regard other than set out
in Schedule I.
6.2 Service Provisioning
6.2.1 Actual Service Delivery Date
The Actual Service Delivery Date is defined as after successful service
acceptance test by HER and initial 'handover' to the customer.
6.3 Planned works notification
Notice provided (actual days of notice provided in each case)
Duration (actual duration of planned works versus expected duration)
HER will report the notice provided per instance of planned works, and whether
the expected duration was exceeded. The targets for the provided notice is
specified in chapter 5.
6.4 Performance Reporting Procedure
Performance reports containing all measures in this section, including detailed
description of any faults, will be provided on a monthly basis to CUSTOMER
contacts as specified by CUSTOMER.
APPENDICES:
1. BIS Test Results
2. Planned Works Notification
3. Service Report
PAGE 24 OF 25
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[LOGO]
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ CUSTOMER
--------------------------------------------------------------------------------
REPORTING MONTH MONTH/'97
1. SERVICE INFORMATION
1.1. REFERENCES
-----------------------------------------------------------------------------------------------------------------------------------
Circuit
Service Type of Demarcation Local Circuit Capacity Demarcation Local Capacity and Delivery
Order service HER Circuit ID Point A Access A ld and interface/A Point B Access B ld interface/B Date
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
1.2. HER AND CUSTOMER LOCATIONS
---------------------------------------------------
Company Site Code Address City
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ CUSTOMER
--------------------------------------------------------------------------------
2. SERVICE LEVEL AGREEMENT PARAMETERS
2.1. END TO END AVAILABILITY
-----------------------------------------------------
End to End Availability
Service -----------------------
Order HER Circuit ID July '97 YTD
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
Availability is rounded to the 2nd decimal digit.
2.2. SERVICE DELIVERY PERFORMANCE: MILESTONES
-----------------------------------------------------------------------------------------------------------------------------
Service Order Customer
Service HER Receipt Requested HER Commitment HER Committed Actual Delivery
Order HER Circuit ID Date Date Date Delivery Date Date Billing Start Date
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
3.
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ CUSTOMER
--------------------------------------------------------------------------------
TICKET REPORTING
----------------------------------------------------------------------------------------------------
Cust HER End to End
Ticket ticket HER Problem Date/Time Date/Time Unavailable Unavailable
nr nr Circuit ID Description Occurred Solved Time(1) Time(2) Cause
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
(1) HER Unavailable time HER BackBone
(2) End-to-end Unavailable time Local Access A + HER BackBone Local Access b
HER Backbone fibre cut events
-----------------------------------------
Number of Within
HER Circuit ID events target (8b)
-----------------------------------------
-----------------------------------------
-----------------------------------------
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ CUSTOMER
--------------------------------------------------------------------------------
4. PLANNED WORKS
----------------------------------------------------------------
Performed Planned Works reported month
----------------------------------------------------------------
Expected Actual
HER Planned Works Downtime Downtime
Reference HER Circuit id (hh:mm) (hh:mm)
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
Forthcoming Planned Works (Reminder)
----------------------------------------------------------------
Expected Expected
HER Planned Works Date/Time Downtime
Reference HER Circuit id (UTC) (hh:mm)
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
29
FRAMEWORK AGREEMENT - FINAL VERSION CONFIDENTIAL
SCHEDULE 3
RING SERVICE CONTRACT
(SEE ATTACHED)
PAGE 25 OF 25
30
CONFIDENTIAL TREATMENT
[HERMES EUROPE RAILTEL LOGO] SERVICE ORDER FORM
--------------------------------------------------------------------------------
Service Order ID COL01
------
1. SERVICE TYPE
RING SERVICE SERVICE LEVEL
Integrated [X] Premium [ ]
One-Stop Shop [ ] Standard [ ]
2. SERVICE CONFIGURATION
Bandwidth 'A' end configuration 'B' end configuration Framing
--------- --------------------- --------------------- -------
2 [ ] Interface & Connector Interface & Connector Framed [ ]
--------------------- ----------------------
34 [ ] STM-1 - Electrical STM-1 - Electrical Unframed [X]
--------------------- ----------------------
45 [ ]
140 [X}
Details of the Service Levels and Service type are documented in the "HER
Services catalogue". Additional details are annexed to this Service Order as
"Service Design".
3. SERVICE DELIVERY
Requested Service Delivery Date 15/11/97
----------
Committed Service Delivery Date (to be filled by HER)
----------
Termination details 'A' end Termination details 'B' end
----------------------------- ----------------------------
COLT DDF Pt. of demarcation NTU - HER
------------------------------
COLT Telecom Address COLT Telecommunications France
----------------------------- ------------------------------
City Forum ▇▇ ▇▇▇ ▇▇ chazelles
----------------------------- ------------------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇
----------------------------- ------------------------------
Floor & room number 2nd basement
----------------------------- ------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------- ------------------------------
United Kingdom Country France
----------------------------- ------------------------------
Des Cample Contact Person ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- ------------------------------
▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇ Phone number ▇▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
----------------------------- ------------------------------
▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇ Fax number ▇▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
----------------------------- ------------------------------
▇▇▇▇▇▇▇@▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇ E-mail
----------------------------- ------------------------------
4. PAYMENT TERMS
Non-Recurring Charge Recurring Charge Billing period
-------------------------------- -------------------------------- --------------------------------
## MATERIAL OMITTED AND ## MATERIAL OMITTED AND ## MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST SEPARATELY FILED UNDER A REQUEST SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT FOR CONFIDENTIAL TREATMENT FOR CONFIDENTIAL TREATMENT
-------------------------------- -------------------------------- --------------------------------
Contract Term Currency VAT ra
-------------------------------- -------- ------
## MATERIAL OMITTED AND XEU
SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT
-------------------------------- ------------------------------------------------------------------
The charges quoted do not include VAT.
31
[HERMES EUROPE RAITEL LOGO] SERVICE ORDER FORM
-------------------------------------------------------------------------------
Service Order ID COL01
--------------
5. CUSTOMER CONTACTS AND INFORMATION
Commercial Billing
---------- -------
COLT Telecommunications Company name COLT Telecommunications
----------------------------------- ------------------------------
Bishopsgate Court Address Bishopsgate Court
----------------------------------- ------------------------------
4 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------- ------------------------------
----------------------------------- ------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇
----------------------------------- ------------------------------
United Kingdom Country United Kingdom
----------------------------------- ------------------------------
▇▇▇▇ ▇▇▇▇▇▇ Contact Person
----------------------------------- ------------------------------
▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇ Phone number
----------------------------------- ------------------------------
▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇ Fax number
----------------------------------- ------------------------------
E-mail
----------------------------------- ------------------------------
VAT number
------------------------------
6. HER CONTACTS
Commercial Service Delivery
---------- ----------------
▇▇▇▇▇▇ de Vries Contact Person ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ------------------------------
▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇ Phone number ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇
----------------------------------- ------------------------------
▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇ Fax number ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇
----------------------------------- ------------------------------
▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇ GSM number ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇
----------------------------------- ------------------------------
▇▇▇▇▇▇.▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ E-mail ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
----------------------------------- ------------------------------
7. SPECIAL CONDITIONS
This service contract and service contracts COL02 and COL03 form part of
the same agreement. A breach of any of these service contracts by a party
shall allow the other party to terminate all of these service contracts.
Payment under the service contract will vary upon implementation of
service contracts COL02 and COL03 respectively.
No credit under schedule 1 of the Framework Agreement (see below) is
applicable until the implementation of the full ring service i.e. delivery
under service contract COL03.
Up to 28 days prior to the implementation of this service contract, COLT
may propose an alternative ring configuration by written notice (provided
the minimum number of connection points is 3). HER will consider the
renewed configuration in good faith and notify COLT within 14 days of the
adjustment in timescales and pricing required to fulfil this request. If
COLT agrees to HER's response it shall confirm to HER within 7 days and
the Service Contract will be amended accordingly.
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--------------------------------------------------------------------------------
SERVICE ORDER ID COL01
---------
8. CUSTOMER DECLARATION & SIGNATURE
No contractual commitment under this Service Order will arise until the
Customer has provided written acceptance of the Committed Service Delivery
Date by signing below. The Customer accepts that the terms and conditions
of the Framework Agreement for the Provision of Transmission Services dated
24-11-97 between COLT Telecom Group plc and HER apply to this Service
Order.
Signed by a duly authorised representative Signed by a duly authorised representative
of the Customer of HER
Signature /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Signature /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
Date 24-11-97 Date 24-11-97
-------------------------------- --------------------------------
33
CONFIDENTIAL TREATMENT
[HERMES EUROPE RAILTEL LOGO] SERVICE ORDER FORM
--------------------------------------------------------------------------------
Service Order ID COL02
------
1. SERVICE TYPE
RING SERVICE SERVICE LEVEL
Integrated [X] Premium [ ]
One-Stop Shop [ ] Standard [ ]
2. SERVICE CONFIGURATION
Bandwidth 'A' end configuration 'B' end configuration Framing
--------- --------------------- --------------------- -------
2 [ ] Interface & Connector Interface & Connnector Framed [ ]
--------------------- ----------------------
34 [ ] STM-1 - Electrical STM-1 - Electrical Unframed [X]
--------------------- ----------------------
45 [ ]
140 [X}
Details of the Service Levels and Service type are documented in the "HER
Services catalogue". Additional details are annexed to this Service Order as
"Service Design".
3. SERVICE DELIVERY
Requested Service Delivery Date 1/3/98
----------
Committed Service Delivery Date (to be filled by HER)
----------
Termination details 'A' end Termination details 'B' end
----------------------------- ----------------------------
Pt. of demarcation NTU - HER
----------------------------- ------------------------------
Full details will be Address COLT Telecommunications France
provided before
----------------------------- ------------------------------
the implementation ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------- ------------------------------
----------------------------- ------------------------------
Floor & room number 2nd basement
----------------------------- ------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------- ------------------------------
Germany Country France
----------------------------- ------------------------------
Contact Person ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- ------------------------------
Phone number ▇▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
----------------------------- ------------------------------
Fax number ▇▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
----------------------------- ------------------------------
E-mail
----------------------------- ------------------------------
4. PAYMENT TERMS
Non-Recurring Charge Recurring Charge Billing period
-------------------------------- -------------------------------- --------------------------------
## MATERIAL OMITTED AND ## MATERIAL OMITTED AND ## MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST SEPARATELY FILED UNDER A REQUEST SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT FOR CONFIDENTIAL TREATMENT FOR CONFIDENTIAL TREATMENT
-------------------------------------------------------------------------------------------------------
Contract Term Currency VAT [ILLEGIBLE]
-------------------------------- -------- ------
## MATERIAL OMITTED AND XEU
SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT
-------------------------------------------------------------------------------------------------------
The charges quoted do not include VAT.
*The recurring charges incorporate the recurring charges under service contract
COL01.
34
[HERMES EUROPE RAITEL LOGO] SERVICE ORDER FORM
-------------------------------------------------------------------------------
Service Order ID COL02
--------------
5. CUSTOMER CONTACTS AND INFORMATION
Commercial Billing
---------- -------
COLT Telecommunications Company name COLT Telecommunications
----------------------------------- ------------------------------
Bishopsgate Court Address Bishopsgate Court
----------------------------------- ------------------------------
4 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------- ------------------------------
----------------------------------- ------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇
----------------------------------- ------------------------------
United Kingdom Country United Kingdom
----------------------------------- ------------------------------
▇▇▇▇ ▇▇▇▇▇▇ Contact Person
----------------------------------- ------------------------------
▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇ Phone number
----------------------------------- ------------------------------
▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇ Fax number
----------------------------------- ------------------------------
E-mail
----------------------------------- ------------------------------
VAT number
------------------------------
6. HER CONTACTS
Commercial Service Delivery
---------- ----------------
▇▇▇▇▇▇ de Vries Contact Person ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ------------------------------
▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇ Phone number ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇
----------------------------------- ------------------------------
▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇ Fax number ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇
----------------------------------- ------------------------------
▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇ GSM number ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇
----------------------------------- ------------------------------
▇▇▇▇▇▇.▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ E-mail ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
----------------------------------- ------------------------------
7. SPECIAL CONDITIONS
This service contract and service contracts COL01 and COL03 form part of
the same agreement. A breach of any of these service contracts by a party
shall allow the other party to terminate all of these service contracts.
Payment under the service contract will vary upon implementation of
service contracts COL01 and COL03 respectively.
No credit under schedule 1 of the Framework Agreement (see below) is
applicable until the implementation of the full ring service i.e. delivery
under service contract COL03.
Up to 28 days prior to the implementation of this service contract, COLT
may propose an alternative ring configuration by written notice (provided
the minimum number of connection points is 3). HER will consider the
renewed configuration in good faith and notify COLT within 14 days of the
adjustment in timescales and pricing required to fulfil this request. If
COLT agrees to HER's response it shall confirm to HER within 7 days and
the Service Contract will be amended accordingly.
35
[LOGO]
HERMES EUROPE RAILTEL SERVICE ORDER FORM
--------------------------------------------------------------------------------
SERVICE ORDER ID COL02
---------
8. CUSTOMER DECLARATION & SIGNATURE
No contractual commitment under this Service Order will arise until the
Customer has provided written acceptance of the Committed Service Delivery
Date by signing below. The Customer accepts that the terms and conditions
of the Framework Agreement for the Provision of Transmission Services dated
24-11-97 between COLT Telecom Group plc and HER apply to this Service
Order.
Signed by a duly authorised representative Signed by a duly authorised representative
of the Customer of HER
Signature /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Signature /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
Date 24-11-97 Date 24-11-97
-------------------------------- --------------------------------
36
CONFIDENTIAL TREATMENT
[HERMES EUROPE RAILTEL LOGO] SERVICE ORDER FORM
--------------------------------------------------------------------------------
Service Order ID COL03
------
1. SERVICE TYPE
RING SERVICE SERVICE LEVEL
Integrated [X] Premium [ ]
One-Stop Shop [ ] Standard [ ]
2. SERVICE CONFIGURATION
Bandwidth 'A' end configuration 'B' end configuration Framing
--------- --------------------- --------------------- -------
2 [ ] Interface & Connector Interface & Connnector Framed [ ]
--------------------- ----------------------
34 [ ] STM-1 - Electrical STM-1 - Electrical Unframed [X]
--------------------- ----------------------
45 [ ]
140 [X}
Details of the Service Levels and Service type are documented in the "HER
Services catalogue". Additional details are annexed to this Service Order as
"Service Design".
3. SERVICE DELIVERY
Requested Service Delivery Date 1/6/98
----------
Committed Service Delivery Date (to be filled by HER)
----------
Termination details 'A' end Termination details 'B' end
----------------------------- ----------------------------
Pt. of demarcation COLT DDF
------------------------------
Full details will be Address COLT Telecom
provided before
----------------------------- ------------------------------
the implementation City Forum
----------------------------- ------------------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇
----------------------------- ------------------------------
Floor & room number
----------------------------- ------------------------------
Frankfurt Postcode & City London
----------------------------- ------------------------------
Germany Country United Kingdom
----------------------------- ------------------------------
Contact Person Des Cample
----------------------------- ------------------------------
Phone number ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇
----------------------------- ------------------------------
Fax number ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇
----------------------------- ------------------------------
E-mail ▇▇▇▇▇▇▇@▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇
----------------------------- ------------------------------
4. PAYMENT TERMS
Non-Recurring Charge Recurring Charge Billing period
-------------------------------- -------------------------------- --------------------------------
## MATERIAL OMITTED AND ## MATERIAL OMITTED AND ## MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST SEPARATELY FILED UNDER A REQUEST SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT FOR CONFIDENTIAL TREATMENT FOR CONFIDENTIAL TREATMENT
-------------------------------------------------------------------------------------------------------
Contract Term Currency VAT ra
-------------------------------- -------- ------
## MATERIAL OMITTED AND XEU
SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT
-------------------------------------------------------------------------------------------------------
The charges quoted do not include VAT.
*The recurring charges incorporate the recurring charges under service contracts
COL01 and COL02
37
[LOGO]
HERMES EUROPE RAITEL SERVICE ORDER FORM
-------------------------------------------------------------------------------
Service Order ID COL03
--------------
5. CUSTOMER CONTACTS AND INFORMATION
Commercial Billing
---------- -------
COLT Telecommunications Company name COLT Telecommunications
----------------------------------- ------------------------------
Bishopsgate Court Address Bishopsgate Court
----------------------------------- ------------------------------
4 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------- ------------------------------
----------------------------------- ------------------------------
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇
----------------------------------- ------------------------------
United Kingdom Country United Kingdom
----------------------------------- ------------------------------
▇▇▇▇ ▇▇▇▇▇▇ Contact Person
----------------------------------- ------------------------------
▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇ Phone number
----------------------------------- ------------------------------
▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇ Fax number
----------------------------------- ------------------------------
E-mail
----------------------------------- ------------------------------
VAT number
------------------------------
6. HER CONTACTS
Commercial Service Delivery
---------- ----------------
▇▇▇▇▇▇ de Vries Contact Person ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ------------------------------
▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇ Phone number ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇
----------------------------------- ------------------------------
▇▇▇ ▇ ▇▇▇ ▇▇ ▇▇ Fax number ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇
----------------------------------- ------------------------------
▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇ GSM number ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇
----------------------------------- ------------------------------
▇▇▇▇▇▇.▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ E-mail ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
----------------------------------- ------------------------------
7. SPECIAL CONDITIONS
This service contract and service contracts COL01 and COL02 form part of
the same agreement. A breach of any of these service contracts by a party
shall allow the other party to terminate all of these service contracts.
Payment under the service contract will vary upon implementation of
service contracts COL01 and COL02 respectively.
No credit under schedule 1 of the Framework Agreement (see below) are
applicable until the implementation of the full ring service.
Up to 28 days prior the implementation of this service contract, COLT may
propose an alternative ring configuration by written notice (provided the
minimum number of connection points is 3). HER will consider the renewed
configuration in good faith and notify COLT within 14 days of the
adjustment in timescales and pricing required to fulfil this request. If
COLT agrees to HER's response it shall confirm to HER within 7 days and
the Service Contract will be amended accordingly.
38
[LOGO]
HERMES EUROPE RAILTEL SERVICE ORDER FORM
--------------------------------------------------------------------------------
SERVICE ORDER ID COL03
---------
8. CUSTOMER DECLARATION & SIGNATURE
No contractual commitment under this Service Order will arise until the
Customer has provided written acceptance of the Committed Service Delivery
Date by signing below. The Customer accepts that the terms and conditions
of the Framework Agreement for the Provision of Transmission Services dated
24-11-97 between COLT Telecom Group plc and HER apply to this Service
Order.
Signed by a duly authorised representative Signed by a duly authorised representative
of the Customer of HER
Signature /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Signature /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
Date 24-11-97 Date 24-11-97
-------------------------------- --------------------------------
39
CONFIDENTIAL TREATMENT
Schedule 3-1: SERVICE DESIGN FOR COLT RING SERVICE
LONDON-PARIS-FRANKFURT VERSION 1.0
---------------------------------------------------------------------------
1. TOPOLOGY
[MAP]
##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT ##
2. CABLE ROUTING
Following characteristics are valid for the cable routing:
##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT ##
Routes to Frankfurt: Complete cable diversity and diverse building
entry.
-1-
Limited distribution
40
CONFIDENTIAL TREATMENT
Schedule 3-1: SERVICE DESIGN FOR COLT RING SERVICE
LONDON-PARIS-FRANKFURT VERSION 1.0
---------------------------------------------------------------------------
3. ARCHITECTURE
3.1 PHASE 1: STM-1/VC4 LONDON - PARIS
[MAP]
##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT ##
3.2 PHASE IB AND 2: ADD STM-1/VC4 FRANKFURT - PARIS
[MAP]
##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT ##
-2-
Limited distribution
41
CONFIDENTIAL TREATMENT
SCHEDULE 3-1: SERVICE DESIGN FOR COLT RING SERVICE LONDON-PARIS-FRANKFURT
VERSION 1.0
--------------------------------------------------------------------------------
3.3 PHASE 3: ADD STM-1/VC4 FRANKFURT-LONDON
>CREATE "RING" SERVICE LON-PAR-FRA
[MAP]
##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT##
4. INTERFACES
All interfaces will be G.703 STM-1 electrical.
5. EPS
The HER ADMs will have 1:4 EPS protection of the STM-1 electrical
tributary cards.
6. DEMARCATION POINTS
The demarcation points (including connectors), are the commonly
agreed demarcation points in the HER POPs:
LON2: COLT DDF
PAR2: HER DDF
FRA2: Tbd
7. REMARKS
A more detailed design will be provided during the implementation
phase.
Optionally a full diversity could be created by using the two HER POPs
I each city. In this case care should be given to the choice of the
initial POPs to guarantee end-to-end diversity without having to
reconfigure the circuits.
-3-
--------------------------
Limited distribution
--------------------------
42
SCHEDULE 3-1: SERVICE DESIGN FOR COLT RING SERVICE LONDON-PARIS-FRANKFURT
VERSION 1.0
--------------------------------------------------------------------------------
-4-
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Limited distribution
---------------------------