1. society
2. work
3. contracts

_________________________________________________________________
JANET(UK)
_________________________________________________________________
Agreement for the Provision of Services
over the JANET Network
Reference:
PS/CON/025
Date:
3 October 2007
Page 1 of 20
THIS AGREEMENT is made between:
(1) THE JNT ASSOCIATION which trades as JANET(UK) and whose registered office
is at Lumen House, Library Avenue, Harwell Science and Innovation Campus, Didcot,
Oxfordshire OX11 0SG (“JANET(UK)”) and
(2) [name] whose the registered office is at [address] (the “Supplier”).
BACKGROUND
(A)
JANET(UK) provides networking services to Users by means of the JANET
Network (“JANET”).
(B)
The Supplier wishes make certain services available to Users via a connection to
JANET and the Parties have agreed that those services be made available on the
terms and subject to the conditions set out in this Agreement.
IT IS AGREED as follows:
INTERPRETATION
1.
In this Agreement, the following words will have the following meanings unless
the context otherwise provides or requires:
“Access Link”
the access link and/or other equipment which is
required to make the connection between the
Supplier’s network and JANET;
“Act”
the Telecommunications Act 1984 (as amended);
“Agreement”
this agreement, including its Schedules, as may be
amended from time to time under Clause 68;
“Business Day”
every day excluding Saturdays and Sundays and any
bank or public holidays in the United Kingdom;
“Clause”
a clause or sub-clause of this Agreement;
“Commencement Date”
[
];
“Confidential Information” all information (in whatever form) designated as
such by the other Party together with such
information which relates to the business affairs,
networks, computer systems and installations,
technology, developments, trade secrets, know-how,
products, services or personnel of the other Party, or
users and suppliers (or potential users and suppliers)
of the other Party’s products or services, or
information which may reasonably be regarded as
the confidential information of the other Party;
“Connection”
is a connection to JANET at a JANET Point of
Presence (PoP) site, details of which are set out in
Schedule B;
Page 2 of 20
“Fees”
the fees payable by the Supplier to JANET(UK)
under this Agreement, as set out in Clause 15;
“Funding Councils”
Higher Education Funding Council for England, the
Learning and Skills Council for England, the
Scottish Higher Education Funding Council, the
Scottish Further Education Funding Council, the
Higher Education Funding Council for Wales,
Education and Learning Wales and the Department
of Employment and Learning Northern Ireland;
“Interconnect Service”
the service to be provided by JANET(UK) to the
Supplier, by means of a Connection, as set out in
Schedule A;
“Interconnect Service
Levels”
the service levels for the Interconnect Service as set
out in Schedule A;
“JISC”
the Joint Information Systems Committee of the
Funding Councils;
“Policy” or “Policies”
the JANET Connection Policy, the JANET
Acceptable Use Policy or the JANET Security
Policy, or any or all of them;
“Services”
the services which the Supplier is permitted to
provide to Users on JANET pursuant to this
Agreement as set out in Schedule C, as may be
amended in accordance with this Agreement;
“User”
an organisation or establishment which has a
connection to JANET.
2.
Clause headings are inserted in this Agreement for convenience only and they will
not be taken into account in the interpretation of this Agreement.
3.
The singular includes the plural and vice versa.
4.
References in this Agreement to “Party” or “Parties” means a party or parties to
this Agreement.
TERM
5.
This Agreement will commence on the Commencement Date and, subject to
earlier termination in accordance with the provisions of this Agreement, will have
an initial term of three (3) years. Thereafter this Agreement will be renewed on
an annual basis unless:
5.1.
JANET(UK) gives the Supplier written notice to terminate this
Agreement, either at the end of the initial term, or on a subsequent
anniversary of the Commencement Date, such notice to be provided at
least twelve (12) months in advance; or
5.2.
the Supplier gives JANET(UK) written notice to terminate this
Agreement, at any time, such notice to be provided at least two (2) months
in advance.
Page 3 of 20
PROVISION OF INTERCONNECT SERVICE
6.
Subject to the Supplier complying with the terms and conditions of this
Agreement, JANET(UK) will supply the Interconnect Service to the Supplier.
7.
JANET(UK) will use all reasonable endeavours to supply the Interconnect Service
in accordance with the Interconnect Service Levels.
8.
The access to JANET which is provided by the Interconnect Service is granted to
the Supplier:
9.
8.1.
on a non-exclusive basis, and so JANET(UK) will be entitled to allow
others to provide the same or similar services to the Services to Users at
any time; and
8.2.
solely for the purpose of providing the Services to Users.
The Interconnect Service does not include:
9.1.
provision of the Access Link (which will be provided by the Supplier in
accordance with Clause 10);
9.2.
a back-up connection to JANET (which will be provided by JANET(UK)
at the Supplier’s request, subject to the payment of an additional fee); or
9.3.
Internet Protocol (IP) transit other than to the Users.
ACCESS LINK AND CONNECTION
10.
The Supplier will supply or provide the Access Link at its own expense in order to
enable JANET(UK) to provide the Interconnect Service.
11.
The Supplier will ensure that the Access Link is suitable for proper use of the
Interconnect Service and for connection to JANET, in accordance with the
reasonable instructions of JANET(UK) and/or its sub-contractors.
12.
JANET(UK) will be responsible for connecting the Access Link to its equipment.
13.
The Supplier will be responsible for the suitability, sufficiency, repair and
maintenance of the Access Link, and will take all reasonable steps to ensure that
the Access Link cannot be used by third parties.
14.
JANET(UK) will not be responsible for any failure to provide the Interconnect
Service if and to the extent that such failure is attributable to the lack of an Access
Link or to any deficiency or problems with the Access Link.
Page 4 of 20
FEES
15.
In consideration of the grant of access to JANET, the Supplier will pay to
JANET(UK) the following fees (the “Fees”):
15.1.
JANET(UK)’s standard tariff for the provision of an Interconnect
Connection to JANET for the provision of third party services; and
15.2.
JANET(UK)’s standard tariff for a back-up connection to JANET (if
required by the Supplier)
as prevailing at the Commencement Date (for the first year of this Agreement) or
as prevailing at each anniversary of the Commencement Date (for each subsequent
year of this Agreement).
16.
JANET(UK) will notify the Supplier in writing of any changes to its standard
tariffs which will affect the Fees payable under this Agreement at least three (3)
months prior to the anniversary of the Commencement Date at which such
changes are due to take effect.
PAYMENT
17.
JANET(UK) will invoice the Supplier annually in advance for the Fees.
18.
The Supplier will pay each invoice within thirty (30) days of date of invoice.
19.
JANET(UK) reserves the right to charge interest on late payments at the rate of
4% above the base lending rate from time to time of HSBC Bank plc from the due
date for payment until payment is received.
20.
The Fees payable by the Supplier under this Agreement are exclusive of value
added tax and all other sales taxes and duties which may be chargeable on any of
the services provided by JANET(UK). Such taxes and duties shall be paid by the
Supplier at the rate and in the manner for the time being prescribed by law.
SUPPLIER’S OBLIGATIONS TO USERS
21.
Subject to complying with the provisions of Clause 26, the Supplier will be
entitled to offer the Services directly to the Users.
22.
The Supplier will comply with the obligations set out in and will be subject to the
provisions of Schedule D.
23.
The Supplier will carry out the Services with reasonable skill, care and diligence.
COMPLIANCE WITH POLICIES
24.
The Supplier will comply (and will ensure that its officers, employees, contractors
and agents comply) at all times with JANET(UK)’s current versions of the
Policies.
Note: a copy of the current versions of the Policies may be obtained from
JANET(UK)’s website, currently located at URL www.ja.net.
25.
JANET(UK) reserves the right to amend the Policies from time to time, in which
event JANET(UK) will notify the Supplier of this fact and make available to the
Supplier a copy of the amended Policy or Policies (as appropriate).
Page 5 of 20
PUBLICITY
26.
Either party may make any press or other public announcement in relation to the
availability of the Services to users on JANET provided that:
26.1.
the first such announcement is made in the manner and in the form which
has been agreed in writing by the Parties prior to its release;
26.2.
no such announcement discloses any of the terms of this Agreement
(including, without limitation, any financial terms), save to the extent that
such disclosure is agreed in advance in writing between the Parties or is
permitted by Clauses 52 and 53;
and provided that, in the case of announcements made by the Supplier, the
Supplier does not:
26.3.
hold itself or the Services out as being approved or endorsed by
JANET(UK), the Funding Councils or JISC in any way.
26.4.
use any logo or device of JANET(UK), the Funding Councils or JISC (or
any logo or device which incorporates or which is confusingly similar to
any such logo or device) without the prior consent of JANET(UK), the
Funding Councils or JISC as appropriate.
ACCESS TO TRANSMISSIONS
27.
JANET(UK) and its sub-contractors will have the right to examine transmissions
made along JANET where JANET(UK) has reasonable grounds to believe that
such transmissions are in breach of this Agreement, are of a nature likely to cause
harm or distress to anyone or are otherwise in breach of any law or regulation.
JANET(UK) and its sub-contractors will also have the right to remove (or
otherwise cause not to be transmitted on JANET) any material which, in its
reasonable opinion, is of such a nature. Such material will be treated as the
Confidential Information of the Supplier in accordance with Clauses 50 to 53.
WITHDRAWAL OF INTERCONNECT SERVICE
28.
Without prejudice to its other rights under this Agreement, JANET(UK) may
withdraw the Interconnect Service (in whole or in part) and/or disconnect the
Access Link with immediate effect:
28.1.
permanently, if JANET(UK) is entitled to terminate this Agreement;
28.2.
temporarily, if the Supplier commits any breach of this Agreement for so
long as such breach continues unremedied;
28.3.
temporarily, if and for so long as JANET(UK) needs to carry out
emergency works (as defined in the Act) on JANET;
28.4.
temporarily, if and for so long as JANET(UK) believes that the Access
Link (or the Supplier’s use of it) causes or appears likely to cause death of
or personal injury to any person, or material damage to property; or
28.5.
temporarily, if and for so long as JANET(UK) believes that the Services
provided by the Supplier, or the Access Link or the Interconnect Service
(or the Supplier’s use of them), do not comply with any law or regulation,
Page 6 of 20
or infringe any intellectual property rights or other rights, or cause
disruption or damage to JANET, or have an adverse effect on other
services available to any User or on JANET(UK)’s business relationships
with Users or any other third parties, or if JANET(UK) believes that any
of the above situations appear likely.
29.
In the event that JANET(UK) exercises its right to suspend the Interconnect
Service pursuant to Clause 28, it will, whenever reasonably practicable, give
reasonable prior written notice of such suspension to the Supplier which notice
will state the grounds of such suspension and its expected duration. Where any
such suspension is made in accordance with Clause 28, then JANET(UK) will
where reasonably practicable use its reasonable endeavours to minimise the effect
of and the duration of any such suspension.
LIMITATIONS OF THE INTERCONNECT SERVICE
30.
While JANET(UK) will use its reasonable endeavours to provide JANET as a
continuous service, the Supplier acknowledges and accepts there is a regular
“Scheduled Maintenance Period” (as defined in Interconnect Service Levels)
during which time the whole or part of the Interconnect Service may not be
available.
31.
JANET(UK) makes no warranties or representations as to the suitability of
JANET and/or the Interconnect Service for any particular purpose or use (even if
such purpose or use may be made known to JANET(UK)). Therefore all use of
JANET is at the Supplier’s own risk, and the Supplier must make its own
assessment of the suitability of the Interconnect Service for its particular
requirements and manage its risks accordingly.
WARRANTIES
32.
JANET(UK) warrants that:
32.1.
it will at all times exercise reasonable skill and care in providing the
Interconnect Service;
32.2.
it holds and will for the duration of this Agreement hold such licences and
authorisations as may be required under the Act and under any other
relevant legislation, regulation or administrative order to provide the
Interconnect Service to the Supplier;
32.3.
it will provide the Interconnect Service and will carry out its obligations in
this Agreement in accordance with all applicable telecommunications,
data protection and other laws, licences and regulations; and
32.4.
it has the full right, power and authority to enter into and perform this
Agreement in accordance with its terms, and such entry and performance
does not and will not violate or infringe the intellectual property or other
rights of any other persons.
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33.
The Supplier warrants that:
33.1.
it will use all reasonable endeavours to ensure that it introduces no virus,
trojan horse or worm into JANET;
33.2.
it holds and will for the duration of this Agreement hold all necessary
licences, consents and authorisations as may be required under the Act and
under any other relevant legislation, regulation or administrative order to
provide the Services to the Users;
33.3.
it will provide the Services and will carry out its obligations in this
Agreement in accordance with all applicable telecommunications, data
protection and other laws, licences and regulations; and
33.4.
it has the full right, power and authority to enter into and perform this
Agreement in accordance with its terms, and such entry and performance
does not and will not violate or infringe the intellectual property or other
rights of any other persons.
LIABILITY
34.
Neither Party excludes or limits liability to the other Party for death or personal
injury caused by that Party’s negligence, or for fraud.
35.
Subject to Clause 34, in no circumstances will either Party be liable to the other
for:
35.1.
any loss or harm caused by any persons using JANET (other than an
employee or agent of that Party); or
35.2.
any loss of profits, loss of savings, loss of use, loss of business, loss of
opportunity, loss or spoiling of data, lost or wasted management time or
time of other employees, or for any indirect, special or consequential loss,
whether arising from negligence, or breach of contract, or in any other
way, even if the other Party was advised of or knew of the likelihood of
that loss or type of loss arising.
36.
Subject to Clauses 34 and 35, JANET(UK)’s maximum aggregate liability under
or in connection with this Agreement or its subject matter, whether for breach of
contract, tort (including, without limitation, negligence), breach of statutory duty
or otherwise, during any twelve (12) month period (considered retrospectively
from the date any cause of action arose) will not exceed an amount equal to the
total Fees paid or payable to JANET(UK) under this Agreement during that twelve
(12) month period.
37.
Except as expressly provided in this Agreement, all other representations,
warranties, terms, conditions, undertakings and obligations whether express or
implied by statute, common law, custom, trade usage, course of dealing or
otherwise, are excluded to the fullest extent permitted by law.
Page 8 of 20
INDEMNITY
38.
The Supplier will indemnify and keep JANET(UK) and the Funding Councils
indemnified against any and all claims, liabilities, loss, damage and expenses
(including legal costs) suffered or incurred by JANET(UK) or the Funding
Councils arising out of any and all claims made by Users or other third parties in
relation to the provision of the Services and/or the Supplier’s use of the
Interconnect Service.
39.
JANET(UK) will notify the Supplier as soon as reasonably practicable in the event
that JANET(UK) becomes aware of any claim being made or action being
threatened against JANET(UK) or the Funding Councils which is or is likely to be
covered by the indemnity set out in Clause 38.
40.
JANET(UK) will permit the Supplier at the Supplier’s expense to have sole
conduct of the defence or settlement of any claim or action provided that:
40.1.
the Supplier conducts such defence or settlement with due diligence and in
such a way as not to bring the reputation or good name of JANET(UK) or
the Funding Councils into disrepute;
40.2.
the Supplier provides JANET(UK) and the Funding Councils with such
security for costs and damages that might be awarded by a competent
court against JANET(UK) or the Funding Councils;
40.3.
the Supplier will not be entitled to settle or compromise any claims against
JANET(UK) or the Funding Councils without JANET(UK) or the Funding
Councils’ prior written consent (as appropriate), such consent not to be
unreasonably withheld; and
40.4.
the Supplier keeps JANET(UK) and the Funding Councils informed of the
progress relating to any claim.
41.
JANET(UK) will give the Supplier all reasonable assistance (at the Supplier’s
expense) which may be requested by the Supplier in connection with its conduct
of the defence or settlement of any claim in accordance with Clause 40.
42.
The Supplier will give JANET(UK) the earliest possible notice in writing of any
such claims, actions or proceedings being made or threatened against the Supplier
in respect of the Services or its use of the Interconnect Service.
CHANGES TO SERVICES
43.
The Supplier will not be permitted to supply or offer to supply any services to
Users on JANET, other than the Services. If the Supplier wishes to offer any other
services to Users, it must obtain JANET(UK)’s prior written approval following
the procedure set out in Clauses 44 to 48.
44.
Where the Supplier identifies the need to change the Services, it will complete the
first section of a Change Control Notice (as shown in Schedule E) and will send it
to JANET(UK). The Supplier must provide full details of the change requested
and any consequential amendments to this Agreement.
45.
Before the first section of the Change Control Notice is finalised and signed by an
account manager on behalf of the Supplier, both Parties will discuss in good faith
the proposed changes.
Page 9 of 20
46.
On receipt of the Change Control Notice, JANET(UK) will consider the change.
JANET(UK) may request further information and/or clarification from the
Supplier. Once this information has been provided, JANET(UK) will, within 20
Business Days or other agreed time, complete the second section of the Change
Control Notice and provide the following information:
46.1.
a Change Control Notice unique identification;
46.2.
authority to proceed with this change or not; and
46.3.
any other comments (including details of consequential amendments
required to this Agreement).
47.
Any work undertaken by either Party or its sub-contractors or agents which has
not been authorised in advance as part of the procedure described above will be
undertaken entirely at the expense and risk of the Party carrying out the work.
48.
A Change Control Notice signed by both Parties will constitute an amendment to
this Agreement.
PROVISION OF CONTACT INFORMATION
49.
All communications with the Supplier concerning this Agreement will be with the
individual or individuals nominated by the Supplier in writing pursuant to this
Clause 49. The Supplier will provide to JANET(UK) contact information for each
nominated individual (which will include, as a minimum, a name, a telephone
number, a fax number and an electronic mail address) and will notify JANET(UK)
of any changes to those individuals or their contact details as and when they occur.
Notification for the purposes of this Clause 49 should be sent by letter or
electronic mail and should be addressed to JANET Customer Service at
JANET(UK).
CONFIDENTIALITY
50.
Subject to Clauses 51, 52 and 53 each Party will:
50.1. only use Confidential Information for the purposes of this Agreement;
50.2. only disclose Confidential Information to a third party with the prior written
consent of the other Party (except that each Party may disclose Confidential
Information to its professional advisors or auditors to the extent necessary
and as set out in Clauses 51 and 52); and
50.3. ensure that any third party (other than the professional advisers or auditors
of either Party) to whom Confidential Information is disclosed executes a
confidentiality undertaking in the terms of this Clause 50.
51.
The provisions of Clause 50 will not apply to any Confidential Information which:
51.1. is in or comes into the public domain other than by breach of Clause 50; or
51.2. is or has been independently generated by the recipient Party or was in the
possession of the recipient Party prior to the date of the disclosure.
52.
JANET(UK) may disclose the Confidential Information of the Supplier to the
Funding Councils.
Page 10 of 20
53.
Each Party may disclose Confidential Information pursuant to a statutory
obligation, an order of a court of competent jurisdiction or the requirement of a
competent regulatory body provided that it notifies the other Party as soon as the
requirement to notify arises and will use its reasonable endeavours to ensure that
any such disclosure is made in a manner which ensures the confidentiality of the
Confidential Information.
FORCE MAJEURE
54.
If the performance by either Party of any of its obligations under this Agreement
shall be prevented by circumstances beyond its reasonable control, then such Party
shall be excused from performance of that obligation for the duration of the
relevant event, provided that that Party uses all reasonable endeavours to mitigate
the effects of that event on the performance of such obligations.
TERMINATION
55.
If JANET(UK) is served with notice by the Funding Councils of the termination of
the Funding Memorandum between the Funding Councils and JANET(UK), or of
the Funding Councils’ intention to withdraw funding for JANET(UK),
JANET(UK) may terminate this Agreement by giving the Supplier not less than
five (5) months’ prior written notice.
56.
Either Party (“the first Party”) may terminate this Agreement with immediate
effect by giving written notice to the other (“the second Party”), without any
compensation or damages due to the second Party, but without prejudice to any
other rights or remedies which either Party may have, if the second Party:
56.1. commits a breach of this Agreement which is not capable of remedy;
56.2. commits a breach of this Agreement which is capable of remedy but is not
remedied within three (3) calendar months of receipt of written notice from
the first Party, specifying the breach and requesting remedy; or
56.3. has a receiver, administrative receiver, administrator or other similar officer
appointed over it or over any part of its undertaking or assets or passes a
resolution for winding up (other than for the purpose of a bona fide scheme
of solvent amalgamation or reconstruction) or a court of competent
jurisdiction makes an order to that effect or if the Second Party becomes
subject to an administration order or enters into any voluntary arrangement
with its creditors or ceases or threatens to cease to carry on business or is
unable to pay its debts or is deemed by section 123 of the Insolvency Act
1986 to be unable to pay its debts, or undergoes or is subject to any
analogous acts or proceedings under any foreign law, including, but not
limited to, bankruptcy proceedings.
57.
JANET(UK) may terminate this Agreement with immediate effect by giving
written notice to the Supplier if, in JANET(UK)’s reasonable opinion, the Supplier
takes or fails to take any action which causes or is likely to cause serious damage
or discredit to JANET(UK) or its business relationships.
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CONSEQUENCES OF TERMINATION
58.
On expiry or termination of this Agreement (for whatever reason):
58.1. the Supplier will immediately cease to provide the Services and will
disconnect the Access Link or, at JANET(UK)’s option, will permit
JANET(UK) to disconnect the Access Link; and
58.2. both Parties will remove any references to the availability or provision of the
Services on JANET from any and all publicity materials in whatever form in
their possession or control (including, without limitation, any such
references on the Parties’ respective websites) within ten (10) Business Days
after the effective date of termination or expiry.
59.
Where this Agreement is terminated, JANET(UK) will not be obliged to refund or
waive any Fees (or any proportion of them) which have been paid or have become
payable by the Supplier.
60.
Without prejudice to any other Clause which is intended to continue after expiry
or termination of the Agreement, Clauses 1, 34 to 42, 50 to 54, 58 to 62, and 65 to
70 will survive the expiry or termination of this Agreement (for whatever reason).
NOTICES
61.
All notices which are required to be given under this Agreement must be in
writing, and sent to the address or fax number of the recipient set out in this
Agreement, or any other address or fax number in the United Kingdom which the
recipient may designate by notice given in accordance with the provisions of this
Clause 61:
61.1. notices given to JANET(UK) should be marked for the attention of The
Production Services Director and, if sent by fax, should be sent to 01235
822399; and
61.2. notices given to the Supplier should be marked for the attention of [name]
and, if sent by fax, should be sent to [fax number].
62.
Any notice must be delivered personally, by first-class prepaid letter or by fax, and
will be deemed to have been served: if by hand when delivered; if by first-class
post forty-eight (48) hours after posting; or if by fax, twenty-four (24) hours after
faxing (subject to the sender receiving a successful fax transmission report).
RELATIONSHIP BETWEEN THE PARTIES
63.
The relationship between the Parties is that of independent contractors, and at no
time will either Party hold itself out as being the principal, agent or partner of the
other.
ASSIGNMENT
64.
JANET(UK) may assign this Agreement, in whole or in part, to any other
organisation empowered or required by the Funding Councils to take
responsibility for the networking programme of the education and research
community in the United Kingdom. Apart from this, neither Party may assign this
Agreement without the prior written consent of the other.
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GENERAL
65.
If any provision of this Agreement is held by a court or any governmental agency
or authority to be invalid, void, or unenforceable, the remainder of this Agreement
will nevertheless remain legal, valid and enforceable.
66.
Failure by either Party to exercise or enforce any right or benefit conferred by this
Agreement will not be deemed to be a waiver of any such right or benefit nor
operate so as to bar the exercise or enforcement thereof or of any other right or
benefit on any later occasion.
67.
This Agreement constitutes the entire agreement between the Parties relating to
the subject-matter of the Agreement. The Supplier acknowledges and agrees that
it has not relied on any statement or representation made by JANET(UK) in
agreeing to enter into this Agreement. Nothing in this Clause 67 will operate to
limit or exclude either Party’s liability for fraud.
68.
No variation to this Agreement will be effective unless it is in writing and signed
by authorised signatories for both Parties.
69.
Save to the extent that this Agreement confers rights on the Funding Councils and
JISC, no third party is entitled to the benefit of this Agreement under the Contracts
(Rights of Third Parties) Act 1999. The right of either Party to vary or terminate
this Agreement shall not be subject to the consent of any third party.
70.
This Agreement will be governed by English law, and the English Courts will
have exclusive jurisdiction to deal with any dispute which may arise out of or in
connection with this Agreement.
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SCHEDULE A
INTERCONNECT SERVICE AND SERVICE LEVELS
Interconnect Service
1. The Interconnect Service provides the Supplier with a means of interconnecting at the
IP level with Users via JANET.
2. The Interconnect Service is normally presented as a port on a JANET(UK)-managed
router located within a SuperJANET Point of Presence. The Supplier is responsible
through its contractors for supplying and managing its telecommunications link to this
port. If the Supplier has a Point of Presence of its own co-located in the SuperJANET
Point of Presence premises then this link may be a patch fibre provided by the Supplier.
3. The Supplier will be allocated the bandwidth given in Schedule B which is a
guaranteed and dedicated connection to JANET.
Interconnect Service Levels
4. The Interconnect Service Levels are to the same standard provided to Users and as
described in the Memorandum of Understanding between the Funding Councils and
JANET(UK) as issued from time to time.
5. The Interconnect Service is scheduled to be available 365 days a year and 24 hours a
day, apart from maintenance times which may be scheduled or emergency in nature.
Scheduled Maintenance Periods are those that have been published at least two weeks
in advance. Emergency maintenance is maintenance for an identified purpose that is
required to be carried out in cases of urgency where two weeks’ notice is not possible.
6. As far as possible, Scheduled Maintenance Periods shall fall during the period from
0700-0900 on Tuesdays.
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SCHEDULE B
PARTICULARS OF CONNECTION
Connection
Reference No.
PoP Address
Bandwidth
Connection
Type (backup
or normal).
First Year
Charges
(installation
and recurrent).
Installation
£[ ]
Recurrent
£[ ]
Plus VAT.
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SCHEDULE C
THE SERVICES
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SCHEDULE D
SUPPLIER’S OBLIGATIONS TO USERS
1.
The Supplier will provide the Services to the Users at the Supplier’s standard list
price for the Services from time to time in force, less a discount of [ ]%.
2.
Subject to paragraph 1 above, the terms on which the Supplier agrees to provide any
Services to a User are entirely a matter between the Supplier and the User and will
be governed by a separate agreement (a “Contract”) between them. JANET(UK)
has no involvement in, or responsibilities or liabilities under, any Contract. Without
limiting the previous sentence, JANET(UK) does not accept any liability for claims
made by Users in relation to the Services (including, without limitation, any claims
by Users for failure to meet obligations under any Contract and/or meet the User’s
requirements, or for any loss or damage suffered by the User arising out of its use of
the Services).
3.
The Supplier will carry out the Services in accordance with the applicable terms of
the Contract.
4.
The Supplier will keep accurate and up to date records in relation to the Services
offered and/or supplied to Users during the term of this Agreement (including,
without limitation, copies of all Contracts and details of all payments made by or
requested from each User) as is reasonably necessary for the purposes of verifying
the Supplier’s compliance with the terms of this Agreement. Upon JANET(UK)
giving the Supplier reasonable notice in advance, the Supplier will grant
JANET(UK) and its agents access to such records during normal working hours and
will permit JANET(UK) and its agents (at JANET(UK)’s cost) to inspect and/or
make copies of those records.
5.
If during any 6 month period the Supplier has, in JANET(UK)’s reasonable
opinion, committed serious or persistent breaches of any of its obligations under
10% or more of the average number of Contracts in force during the period in
question, JANET(UK) will be entitled to request that the issue be addressed and
resolved by means of an Improvement Plan process which is described in
paragraphs (a) to (f) below.
(a)
If such breaches are identified, JANET(UK) may request an Improvement
Plan by giving written notice to the Supplier. Such notice will give details
of the breaches and will be accompanied by supporting evidence.
(b)
The Supplier will produce an Improvement Plan which identifies the cause
of the issue and contains a plan to rectify the issue (specifying actions to be
taken and the timing of those actions).
(c)
JANET(UK) and the Supplier will meet to discuss the Improvement Plan
and to:
(i)
(ii)
(iii)
(d)
agree the actions to be taken;
make changes to the Improvement Plan by mutual agreement; and
agree meetings to monitor the progress of the Improvement Plan.
The Supplier will implement the Improvement Plan at its own cost.
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(e)
The Improvement Plan will be closed once the Parties agree that the
Improvement Plan has been executed satisfactorily and the cause of the
issue has been resolved (such agreement not to be unreasonably withheld or
delayed).
(f)
If the Improvement Plan fails to resolve the issue, JANET(UK) will be
entitled to terminate this Agreement with immediate effect by giving written
notice to the Supplier.
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SCHEDULE E
CHANGE CONTROL NOTICE
SECTION 1 – TO BE COMPLETED BY THE SUPPLIER
This change is requested.
Title of Change:
Account
Manager:
Telephone:
Signature:
Date:
Reason for
change:
Details of
change:
Requested date:
Timetable:
SECTION 2 – TO BE COMPLETED BY JANET(UK)
CCN Identifier:
Authority to proceed with this change:
Comments:
Signature:
Date:
Name:
Position:
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Yes / No
AS WITNESS the authorised signatories for the Parties:
Signed for and on behalf of
THE JNT ASSOCIATION
Signature:
............................................................
Name:
............................................................
Position:
............................................................
Signed for and on behalf of
[Name of Supplier]
Signature:
............................................................
Name:
............................................................
Position:
............................................................
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