TABLE OF CONTENTS 1 DEFINITIONS AND INTERPRETATION ...... 4 2 SCOPE OF CONTRACT AND ACCEDING PARTIES ...... 12 3 DUE DILIGENCE ...... 14 4 IMPLEMENTATION ...... 14 5 TESTING ...... 14 6 IMPLEMENTATION DELAYS AND LIQUIDATED DAMAGES ...... 15 7 PROVISION OF THE SERVICE ...... 15 8 ACCOUNT AND SERVICE MANAGEMENT ...... 16 9 IPR, USER SITES AND EQUIPMENT ...... 17 10 CHARGES AND PAYMENT ...... 18 11 TECHNICAL AND COMMERCIAL REFRESH ...... 19 12 CHANGE CONTROL ...... 20 13 SUB-CONTRACTING ...... 20 14 CONTRACTOR PERSONNEL ...... 21 15 GENERAL OBLIGATIONS OF THE PARTIES: CONTRACTOR’S OBLIGATIONS...... 21 16 GENERAL OBLIGATIONS OF THE PARTIES: ECMWF AND AP OBLIGATIONS ...... 21 17 WARRANTIES ...... 22 18 CHANGE IN LAW ...... 23 19 OBSERVANCE OF LAW ...... 23 20 BUSINESS CONTINUITY AND DISASTER RECOVERY ...... 23 21 FORCE MAJEURE ...... 23 22 INDEMNITIES ...... 24 23 LIMITATIONS ON LIABILITY ...... 25 24 ACCEDING PARTY LIABILITY ...... 27 25 INSURANCE ...... 27 26 TERMINATION BY ECMWF ...... 28 27 TERMINATION AND SUSPENSION BY THE CONTRACTOR ...... 29 28 TERMINATION FOR CONTINUING FORCE MAJEURE EVENT ...... 30 29 REMEDIAL PLAN PROCESS ...... 30 30 CONSEQUENCES OF EXPIRY OR TERMINATION ...... 31 31 EXIT MANAGEMENT AND MIGRATION ...... 32 32 ASSIGNMENT ...... 33 33 WAIVER AND CUMULATIVE RIGHTS ...... 33 34 RELATIONSHIP OF THE PARTIES ...... 34
Page 2 (of 144) Contract/ECMWF/2012/207
35 CONFIDENTIALITY ...... 34 36 PUBLICITY AND BRANDING ...... 34 37 SEVERANCE ...... 35 38 FURTHER ASSURANCES ...... 35 39 ENTIRE AGREEMENT ...... 35 40 CONTRACT DOCUMENTS ...... 35 41 THIRD PARTY RIGHTS...... 35 42 NOTICES ...... 36 43 DISPUTE RESOLUTION PROCEDURE ...... 36 44 LAW AND ARBITRATION ...... 37 SCHEDULE 1 SERVICE DESCRIPTION ...... 39 SCHEDULE 2 SERVICE LEVEL AGREEMENT ...... 69 SCHEDULE 3 LIQUIDATED DAMAGES ...... 78 SCHEDULE 4 PROFORMA ACCESSION AGREEMENT ...... 80 SCHEDULE 5 PROJECT EVENTS ...... 86 SCHEDULE 6 TEST PROCEDURES ...... 89 SCHEDULE 7 INVOICING AND PAYMENT PROCEDURES...... 93 SCHEDULE 8 CEILING PRICES ...... 94 SCHEDULE 9 ACCOUNT AND SERVICE MANAGEMENT ...... 108 SCHEDULE 10 CHANGE CONTROL PROCEDURE ...... 114 SCHEDULE 11 SERVICE TRANSFER PROVISIONS ...... 119 SCHEDULE 12 CHARGES ...... 124 SCHEDULE 13 ACCEPTABLE USE POLICY ...... 141
Contract ECMWF/2012/207 Page 3 (of 144)
Acceptance Certificate The certificate referred to in Schedule 6 provided by ECMWF or a User to the Contractor on the successful completion of any Acceptance Test;
Acceptance Tests the various tests to be carried out by the Contractor in accordance with the provisions of Schedule 6;
Access Line a telecommunications line connecting a User Site to a PoP, also called local circuit or local tail;
Access Port the port on the PoP to which the Access Line is physically connected;
Access Speed the speed (measured in kbps or Mbps) of the Access Line connecting the CPE and the PoP;
Accession Agreement an agreement in the form of the proforma contained in Schedule 4 duly executed by an Acceding Party and the Contractor that incorporates the terms of this Contract;
Annual Contract Value 12 times the sum of the Monthly Recurring Charges for all User Sites for which there are signed Order Forms on 1 July 2013.
AP Charges all charges payable by an AP to the Contractor as set out in the Order Form applicable to the AP;
AP Service the Service to be provided by the Contractor to each AP, in accordance with the Service Description as detailed in the Order Form applicable to the AP;
AP Service Commencement Date the day following successful completion of an AP User Site Reliability Acceptance Test;
Background IPR means Intellectual Property Rights in existence prior to the Effective Date and either owned by or licensed to one of the Parties;
Ceiling Prices the not-to-exceed prices quoted by the Contractor from time to time as shown in Schedule 8;
Change any change to this Contract such as a Service provisioning change, a Service upgrade or downgrade, planned maintenance or testing activities, a change to equipment configurations, locations or connectivity and/or any other change;
Change Control Procedure or CCP the procedure for making a Change to the Service or this Contract as set out in Schedule 10;
Change Request any request for a Change;
Charges the charges payable by ECMWF to the Contractor pursuant to this Contract;
Circuit Term the period of contract between the Contractor and any local telecommunication service provider;
Claim any action, claim, demand, proceeding, filing, objection or complaint of any nature or kind or any IPR Claim;
Contract ECMWF/2012/207 Page 5 (of 144) Confidential Information all information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of either Party, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably to be considered to be confidential;
Connection a connection established between two CPE devices over a network and interpreted in its widest technological sense, i.e. allowing both connection and connectionless technologies or hybrids of two or more network technologies;
Contract all the documents comprising the contract between the Parties as set out in Clause 40, as amended from time to time in accordance with the terms of Clause 12;
Contractor Personnel the Contractor’s employees, agents, consultants and subcontractors who provide or who are involved in the delivery of the service;
Contractor’s Tender the Contractor’s tender in response to the ITT Documentation, dated 23 April 2012;
Contractor’s Web Portal the Contractor’s web site where User Sites can monitor the Service and/or the Network;
Core Network that part of the Network normally owned and operated by the Contractor, i.e. the part of the Network between any two PoPs of the Contractor;
Correction Plan the Contractor's plan for the remediation of any: (a) Service Degradation or Service Interruption in accordance with Clause 7.3.1; or (b) other issues identified by ECMWF or an AP as applicable;
CPE the customer premises equipment installed by the Contractor at the User Sites providing the routing (or switching) functions required to connect such User Site to the Network;
Customer Contact Centre the Contractor’s telephone or online contact point(s) for the reporting of problems by Users and the handling of queries by the Contractor in connection with the use of the Network and the Service which must be available 24 x 365/366;
Data data owned or used by Users which is transmitted via the Network;
Default a breach of any obligation by either Party in respect of the Contract, or by an AP or by the Contractor in respect of an Accession Agreement, (including but not limited to fundamental breach or breach of a fundamental term); or any default, act, omission, negligence or statement of any party, its employees, agent or sub-contractors in connection with or in relation to the subject matter of this Contract or an Accession Agreement as applicable and in respect of which any party is liable to any other party;
Page 6 (of 144) Contract/ECMWF/2012/207
Delay the period of time by which the implementation of the Service by reference to the Implementation Plan is delayed arising from the Contractor’s failure to achieve a Milestone;
ECMWF ACS an ECMWF Co-operating State which chooses to be an AP;
ECMWF Country a Member or Co-operating State of ECMWF;
ECMWF’s Site Shinfield Park, Reading RG2 9AX, UK;
Effective Date the date when this Contract enters into force which shall be the date stated on the front page of this Contract;
Escalation Procedure the procedure as described in Schedule 9;
Exit Management the obligations and rights of the respective parties pertaining to managing a smooth transition from the provision of the Service by the Contractor to the provision of the Service by ECMWF or any Replacement Contractor, all as set out in Clause 31;
Force Majeure any cause affecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non- happenings beyond its reasonable control, including acts of God, riots, war or armed conflict, acts of terrorism, acts of government, local government or regulatory bodies, fire, flood, storm or earthquake, or disaster but excluding any industrial dispute relating to the Contractor, the Contractor Personnel or any other failure in the Contractor or its sub-contractor's supply chain;
Foreground IPR any Intellectual Property Rights or other proprietary rights created by the Contractor or by the Contractor Personnel under or in connection with this Contract or in anticipation of being awarded this Contract;
Gateway any telecommunications equipment in a network which is designed for a specific purpose, e.g. protocol conversions;
Global Service Degradation a degradation in the Service as defined in Schedule 2;
Good Industry Practice the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector;
Implementation Plan the plan for implementation of the Service as referred to in Clause 4 herein;
Infrastructure Equipment the equipment installed on each User Site by the Contractor which includes telecommunications equipment, including the CPE hardware, internal cabling, circuits and software as may be modified from time to time;
Insolvency Event means the occurrence of any of the following events in relation to the Contractor or any relevant Acceding Party: - a resolution for its winding up being passed or a court of competent jurisdiction making an order for it to be wound up or dissolved or it being otherwise dissolved;
Contract ECMWF/2012/207 Page 7 (of 144) - it being subject to the appointment of an administrator or the making of an administration order or the appointment of a receiver or administrative receiver or an encumbrancer taking possession of or selling, the whole or part of its undertaking, assets, rights or revenue; - any steps (including the making of an application or the giving of a notice) being taken to make it subject to the appointment of an administrator; - it entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them or taking steps to obtain a moratorium or making an application to a court of competent jurisdiction for protection from its creditors; - it being unable to pay its debts; or - it being subject to any event analogous to the above circumstance in a jurisdiction other than England, save that a resolution by the relevant party or a court order that such party be wound up for the purpose of a bona fide reconstruction or amalgamation shall not amount to an Insolvency Event;
Intellectual Property Rights or IPR patents, petty patents, utility models, trade marks, design rights, applications for any of the foregoing, copyright, moral rights, database rights, semi-conductor topography rights, trade or business names, domain names, website addresses whether registrable or otherwise, (including applications for and the right to apply for registration of any such rights), and any similar rights in any country whether currently existing or created in the future, in each case for their full term, together with any renewals or extensions;
IPR Claim any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR used to provide the Service or as otherwise provided by the Contractor (or to which the Contractor has provided access) to ECMWF or any Acceding Party in the fulfilment of its obligations;
ITT Documentation Volume I and Volume II including its annexes of ECMWF's Invitation to Tender number ECMWF/2012/207 including any clarifications to such made prior to the closing date of the ITT;
Key Milestone any Milestone described as “Key” to be achieved by the Contractor;
Key Milestone Date any date for the achievement of a Key Milestone;
Law any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any regulatory body, delegated or subordinate legislation or notice of any regulatory body;
Liquidated Damages the amounts payable by the Contractor to ECMWF or Acceding Party in respect of a Delay as referred to in Clause 6 and specified in Schedule 3;
Page 8 (of 144) Contract/ECMWF/2012/207
Loss any losses arising from any Claims and/or any costs, damages, demands, expenses (including reasonable legal expenses), fines, liabilities, losses, penalties and sanctions (including amounts paid in settlement, out-of-pocket expenses and interest);
Milestone any event to be achieved by the Contractor;
Milestone Date any date for the achievement of a Milestone;
Monthly Recurring Charges the monthly charges relevant to each User Site after User Site Acceptance;
Network the regional meteorological data communication network owned, leased or licensed by the Contractor to be used to transport data between all User Sites including all telecommunications equipment, hardware, internal cabling, circuits and software which may be varied or added to, from time to time;
NOC the global network operations centre of the Contractor maintaining a view of the Network operating on a 24 x 365/366 days a year basis;
Non-ECMWF Country any State, national meteorological hydrological service or other organisation eligible to join the Network as determined by ECMWF that is not an ECMWF Country;
One Time Charge the non-recurring Charges per User Site payable by ECMWF or the respective AP for the installation of the Service as provided
in the Order Form;
Operational Readiness Date the date by which the Contractor commits to handover any relevant User Site as set out in Schedule 5;
Operational Service the Service provided to Users in the Pilot Deployment after Acceptance of the Pilot Deployment and for each other User after such User’s Site Reliability Acceptance Test has been successfully completed;
Operational Service the date on which the Service is deemed to be operational (albeit only some User Sites are operational) following Acceptance of Commencement Date the Pilot Deployment;
Order Form the order form submitted to the Contractor by each User setting out details relating to the Service to be provided to such User;
Outgoing Contractor Orange Business UK Limited, Slough, Berkshire SL1 4AA, UK;
Pilot Deployment the installation of the network of User Sites identified by ECMWF as the pilot deployment for the Contract;
Pilot Deployment Acceptance the certificate issued by ECMWF confirming Acceptance of the Pilot Deployment; Certificate
Contract ECMWF/2012/207 Page 9 (of 144) Pilot Network Charge the proportion of the Contractor’s costs of deploying the Pilot User Sites payable by ECMWF as defined in Schedule 5 and Schedule 12;
Pilot Network Reliability Acceptance the tests referred to in Schedule 6 which shall apply to the Pilot Tests Deployment;
Point of Presence or PoP the Point of Presence of the Contractor's network in any country, i.e. the physical location which provides an entry point into the Contractor's Core Network. The connection between the Contractor's PoP and the User Site CPE is the Access Line;
Priority Level the priority level by which the Contractor should deal with incidents as set out in Schedule 9;
Reliability Acceptance Test one of the tests outlined in Schedule 6;
Remedial Plan the plan referred to in Clause 29;
Remedial Plan Process the process set out in Clause 29;
Replacement Contractor any third party provider of the Replacement Service appointed by ECMWF following termination or expiry of the Contract;
Replacement Service any services provided by a Replacement Contractor in replacement of the Service following the termination or expiry of the Contract;
Scheduled Maintenance any maintenance that requires planned allocation of resources by the Contractor;
Service any and all of the services in relation to the Network to be provided by the Contractor under this Contract and any Accession Agreement, and any other services which may be agreed from time to time;
Service Access Port the physical and logical termination point to access the Network located on the access router which connects to the User’s own network or equipment;
Service Degradation the sub-standard provision of the Service to any User;
Service Description the description of the Service as set out in Schedule 1;
Service Interruption an event resulting in unavailability of the Service or the non- attainment of a performance parameter laid down in the SLA;
Service Level as set out in the SLA;
Service Level Agreement or SLA the levels of Service required to be provided as prescribed in Schedule 2;
Service Rebate any rebate of Charges to be provided by the Contractor to ECMWF or Acceding Parties, as the case may be, in respect of the performance of the Service as specified in the SLA;
Page 10 (of 144) Contract/ECMWF/2012/207
Site Acceptance Test the tests outlined in Schedule 6 in relation to the functionality and performance of the Service at a particular User Site;
Site Availability the percentage of time in a month during which the virtual communication connectivity of a User Site is fully operational;
Statement of Requirements or SOR ECMWF’s requirement for the Service as set out in Volume II of the ITT Documentation;
Term the period beginning on the Effective Date and ending no later than on the ninth (9th) anniversary of the Operational Service Commencement Date in relation to the full provision of the Service by the Contractor to all Users, and subject to the termination provisions of this Contract;
Termination Level the level set out in the SLA (Schedule 2) at which the performance of the Service shall enable ECMWF to terminate this Contract (and an AP to terminate an Accession Agreement);
Throughput the amount of data (including protocol overheads) that can be transmitted over a Connection in a given period of time;
Total Charges the Charges and the AP Charges and including Monthly Recurring Charges;
Trouble Ticket a record, kept by the Contractor, for each fault report or Service Interruption;
User any recipient of any of the Service be it ECMWF, an ECMWF Country or an Acceding Party;
User Representative the person nominated in writing from time to time by a User for the purpose of liaison between the User and the Contractor and between Users;
User Site a site of a User which will house the Infrastructure Equipment for such User and provide the User with access to the Network;
User Site Committed Service Date the date on the Order Form by which the Contractor commits to commence Operational Service at a particular User Site;
WMO the World Meteorological Organisation whose secretariat is located at 7 bis, avenue de la Paix, Case postale 2300, CH-1211 Geneva 2, Switzerland;
WMO/ECMWF Agreement an agreement between WMO and ECMWF contained in a letter from WMO to ECMWF dated 11 June 1998 and a reply dated 14 July 1998;
WMO RA VI or RA VI the region of the WMO consisting of the representatives of the national meteorological and hydrological services as set out in Volume II of the ITT Documentation;
Contract ECMWF/2012/207 Page 11 (of 144) 1.2 In this Contract:
1.2.1 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.2 references to Clauses and Schedules are, unless otherwise stated, to the Clauses of and Schedules to this Contract;
1.2.3 the headings used in this Contract shall not be deemed to be part of this Contract or be taken into consideration in its interpretation or construction;
1.2.4 words importing one gender shall include any other gender and words importing the singular shall include the plural and vice versa;
1.2.5 reference to persons shall include firms, partnerships and bodies corporate and unincorporated;
1.2.6 any reference to an enactment is to an enactment in England (which term shall include any directly applicable EC legislation) and includes that enactment under English law as amended, extended, consolidated, re-enacted or applied by or under any other enactment before or after this Contract; and any subordinate legislation made (before or after this Contract) under that or any other applicable enactment.
2 SCOPE OF CONTRACT AND ACCEDING PARTIES
2.1 Without prejudice to the operation of Clause 31, this Contract will commence on the Effective Date and, unless terminated earlier in accordance with the termination provisions of this Contract, will expire at the end of the Term.
2.2 In consideration of the payment of the Total Charges, the Contractor shall supply the Service in accordance with the Contract. If any of the Service shall fail to meet a relevant Service Level, ECMWF or an Acceding Party, as the case may be, shall be entitled to the applicable Service Rebates as the sole financial remedy for deviations from the Service Levels without prejudice to its other rights and remedies under this Contract including, but not limited to, its right to recover general damages on termination of the Contract pursuant to Clause 26.6.7.
2.3 Subject to Clauses 2.11, 2.12, 2.13 and 2.14, the Contractor shall provide the Service to all those Users for which it has committed in its Tender so to do, and at no greater prices than the firm and fixed prices shown in Schedule 12 and the Ceiling Prices shown in Schedule 8 as the case may be. Any failure of the Contractor to provide the Service to such Users shall be a material breach of this Contract which shall entitle ECMWF to terminate in accordance with the provisions of Clause 26.
2.4 ECMWF and each ECMWF Member State, as set out in Section 1 of Schedule 12, may order the basic package configuration for its User Site or it may choose a higher bandwidth configuration, either from the options in Schedule 12 or following quotes from Interoute for other configurations. All Users listed in Schedule 12 intending to join the RMDCN may either choose a configuration from the options in Schedule 12 or may request quotes from Interoute for other configurations which may have higher or lower bandwidth than those in Schedule 12. All other Users intending to join the RMDCN must request quotes from Interoute for their proposed configurations.
2.5 In addition, the Contractor shall, if requested by ECMWF, use its reasonable endeavours to extend the Service to Non-ECMWF Countries on the terms of this Contract provided that such Non-ECMWF Country has entered into an Accession Agreement.
Page 12 (of 144) Contract/ECMWF/2012/207
2.6 A Non-ECMWF Country wishing to join the Network shall initially execute a non-disclosure agreement with the Contractor if required by the Contractor. Thereafter it shall execute an Accession Agreement with the Contractor, thus becoming an Acceding Party (AP). In addition ECMWF ACS shall initially execute a non-disclosure agreement with the Contractor if required by the Contractor, and thereafter it shall execute an Accession Agreement with the Contractor. The Contractor shall provide such Accession Agreement and proposed Order Form to ECMWF for verification and approval prior to signature of such. ECMWF shall review the terms of such Accession Agreement and relevant Order Form so as to ensure consistency with the Contract and other Accession Agreements, acting reasonably in accordance with the WMO/ECMWF Agreement. Such verification and approval by ECMWF shall be carried out without undue delay and in any case within four weeks of receipt by ECMWF of the proposed Accession Agreement and Order Form. Only ECMWF shall be entitled to determine whether the Service shall be extended to such Non-ECMWF Country.
2.7 If ECMWF determines, in accordance with Clause 2.6, that a particular Accession Agreement and/or Order Form is not appropriate, ECMWF shall inform the relevant Acceding Party and the Contractor. The AP and the Contractor shall make the necessary amendments to such Accession Agreement and/or Order Form and thereafter resubmit such amended Accession Agreement and/or Order Form to ECMWF for approval, again in accordance with the provisions of Clause 2.6.
2.8 If the Acceding Party is required to execute other relevant documentation after signature of the Order Form in accordance with Clause 2.7 of Schedule 4, this other documentation shall be provided to ECMWF for information prior to signature of such.
2.9 Each Acceding Party agrees that ECMWF and the Contractor shall be entitled to amend the terms of this Contract and the provisions of the Service without the consent of any Acceding Party, provided that ECMWF shall only agree to such amendments if they are reasonable, are in the interests of the Network as a whole, and are in accordance with the WMO/ECMWF Agreement. Such amendments shall be deemed to automatically apply to each Acceding Party’s Accession Agreement.
2.10 Each Acceding Party and the Contractor accept and agree that ECMWF shall have no liability whatsoever:
2.10.1 to the Contractor in respect of any matter for which the Contractor may have a Claim against an Acceding Party;
2.10.2 to any Acceding Party in respect of any matter for which the applicable Acceding Party may have a Claim against the Contractor.
2.11 An order form shall only become an Order Form binding on both Parties and subject to the terms and conditions set out in this Contract on signature by ECMWF or the respective AP, and the Contractor. However, the Contractor reserves the right to reject or, subject to Clause 2.12, amend details for any one or more elements of the Service requested at a User Site in an Order Form, including the expected delivery date for an Operational Service, if:
2.11.1 the non recurring charges of any third party service provider required for a service at a User Site included in the One Time Charges change from those used in the Contractor’s calculation of the Charges in an Order Form; and/or,
2.11.2 any element of the Service at a User Site is supplied subject to survey and such survey reveals that the access type quoted by the Contractor is not available at a particular User Site.
2.12 If the Contractor amends the details of any element of a Service at a User Site on an Order Form in accordance with Clause 2.11, the Contractor will notify ECMWF or the respective AP, and provide ECMWF or the respective AP with a new Order Form for the affected User Site. ECMWF or the respective AP shall have ten (10) days to accept the changes or to cancel the particular element of the Service for the affected User Site. If ECMWF or the respective AP does not accept the revised Order
Contract ECMWF/2012/207 Page 13 (of 144) Form within ten (10) days of notification, the Contractor reserves the right to cancel the affected elements of the Service for the affected User Site in the Order Form without any liability to ECMWF or the respective AP by notice in writing to ECMWF or the respective AP. If there are any other elements of the Service for the User Site or Service for other User Sites on the Order Form, these shall remain unaffected.
2.13 In the event that Contractor shall be entitled to amend its One Time Charges under clause 2.11, Contractor shall absorb an aggregate increase in third party one time charges, across all User Sites, of 5% of the Annual Contract Value as of 1 July 2013. Any increase in third party one time charges over and above this amount shall be passed to ECMWF or an AP.
2.14 Where the Country within which the Contractor is to provision Service to a User is subject to United Nations, European Union, United States of America or United Kingdom sanctions specifically preventing the Contractor from providing RMDCN Services to the User, the Contractor shall be relieved of its obligation to provide such Service. In such event, ECMWF, or the respective AP, shall not be liable for payment in relation to Service which it has not received. The relief from the obligation to provide such Service shall only apply for as long as the relevant sanctions are in force.
3 DUE DILIGENCE
3.1 The Contractor acknowledges that it:
3.1.1 has raised all relevant due diligence questions with ECMWF before the Effective Date; and
3.1.2 has entered into this Contract in reliance on its own due diligence alone.
4 IMPLEMENTATION
4.1 The Contractor shall implement the Service in accordance with the Implementation Plan.
4.2 The Contractor shall deliver a draft detailed Implementation Plan to ECMWF for approval within 100 calendar days of the Effective Date. The Implementation Plan shall be sufficiently detailed to enable effective implementation with as little disruption as possible. Once the Implementation Plan has been agreed by ECMWF (such agreement not to be unreasonably delayed or withheld), the Contractor shall monitor its performance against the Implementation Plan and shall provide a weekly progress report to ECMWF.
4.3 After approval of the Implementation Plan in accordance with this Clause 4, it shall be maintained and updated on a weekly basis by the Contractor as may be necessary to reflect the then current state of the implementation of the Service. Save for any amendments which are of a type identified and notified by ECMWF (at ECMWF's discretion) to the Contractor in writing as not requiring approval, any material amendments to the Implementation Plan shall be subject to the Change Control Procedure provided that in no circumstances shall the Contractor alter or attempt to alter any Key Milestone Date. Until such time as the updated Implementation Plan is approved by ECMWF, the Implementation Plan then existing (that is to say prior to the update) shall apply.
4.4 The Parties shall consider and review the Implementation Plan and progress towards its successful implementation at project management meetings held in accordance with Schedule 9. In preparation for such meeting the current Implementation Plan shall be provided by the Contractor to ECMWF not less than five working days in advance of each project management meeting.
5 TESTING
5.1 Acceptance Tests shall be carried out on each User Site coming into the Network, plus other tests, all as specified in Schedule 6.
Page 14 (of 144) Contract/ECMWF/2012/207
6 IMPLEMENTATION DELAYS AND LIQUIDATED DAMAGES
6.1 The Contractor shall notify ECMWF or any Acceding Party (as applicable) of any Delay or likely Delay in achieving any Milestone contained in Schedule 5, the reasons why and the effort and resources it intends to apply to overcome such Delay. The Contractor shall arrange all such additional resources as may be reasonably necessary to fulfil the Contractor’s obligations as early as practicable thereafter, at no additional charge to ECMWF or any Acceding Party.
6.2 If a Milestone is not achieved, ECMWF or any Acceding Party (as applicable) may at its discretion (without waiving any rights in relation to the other options) choose to:
6.2.1 refuse to issue an Acceptance Certificate and escalate the matter in accordance with the Escalation Procedure described in Schedule 9, and if the matter cannot be resolved exercise any right it may have under Clause 26; and/or
6.2.2 require the payment of Liquidated Damages as applicable to such Milestone.
6.3 In the event that the Contractor fails to meet any Milestone or any User Site Committed Service Date in relation to the agreed Milestone, the Contractor shall pay ECMWF or the Acceding Party (as the case may be) any Liquidated Damages that are due as a result of the Delay during the period from the relevant Milestone Date (as amended, where applicable, pursuant to Clause 12) to the date on which the Contractor achieves such Milestone or until the maximum Liquidated Damages have been accrued.
6.4 Liquidated Damages are set out in Schedule 3.
6.5 The Contractor shall not be liable for Delays to the extent caused by the ECMWF's or an Acceding Party's Default.
7 PROVISION OF THE SERVICE
7.1 The Contractor shall provide the Service from the Effective Date to meet or exceed the Service Levels. For the avoidance of doubt, the Operational Service shall be provided for each User Site from the respective User Site Committed Service Date.
7.2 If there is a Service Degradation or Service Interruption the Contractor shall rectify such issue as soon as reasonably practicable, keeping the affected User fully informed throughout.
7.3 If there is a Service Interruption or Service Degradation or if the Contractor believes that there will be such Service Interruption or Service Degradation, and the Contractor is unable to rectify it within 24 hours, the Contractor shall:
7.3.1 within five working days from the day such problem started, provide the User with a Correction Plan (with a copy to ECMWF) for agreement with the action that the Contractor will take either to rectify such Service Interruption or Degradation, or to prevent such from recurring; and
7.3.2 take and/or continue to take all remedial action that is reasonable to rectify or to prevent the Service Interruption or Degradation from taking place or recurring; and
7.3.3 carry out the Correction Plan in accordance with its terms.
7.4 Where applicable the Contractor shall issue a credit note to ECMWF or the relevant AP, as the case may be, for Service Rebate(s) in accordance with Schedule 2. The Contractor shall not be liable to pay Service Rebate(s) to the extent the Service Degradation or Service Interruption is caused by the ECMWF’s or an Acceding Party's Default.
Contract ECMWF/2012/207 Page 15 (of 144) 7.5 User Sites
7.5.1 If in respect of any User Site, the maximum Service Rebate in respect of any of the Service Levels set out in the relevant Order Form is due:
a) for three consecutive months, then the Contractor shall immediately take steps to provide the Service to such User Site as soon as possible by way of additional or alternative means, using assistance from third parties where necessary. Such steps shall be carried out at the Contractor's expense and shall continue until the Contractor has good reason to believe that it can restore the Service to such User Site through the original means so as to provide the Service at Service Levels which will not lead to Service Rebates;
b) for three consecutive months, then the Contractor shall be entitled to propose alternatives to the Service Levels in the relevant SLA or Order Form for consideration by ECMWF or the AP (as applicable);
c) for six consecutive months, ECMWF (in the case of any ECMWF Country User Site) and any AP (in the case of its User Site) shall be entitled to terminate the provision of the Service to such User Site only, provided that following the efforts of the Contractor to restore the Service to satisfactory Service Levels without Service Rebates being due, the Service cannot be restored accordingly within 7 days.
8 ACCOUNT AND SERVICE MANAGEMENT
8.1 The Contractor shall implement all measurement and monitoring tools and procedures necessary to measure and report on the Contractor’s performance of the Service against the applicable SLAs at a level of detail sufficient to verify compliance with the Service Levels.
8.2 To enable ECMWF and Users to monitor the provision of the Service, the Contractor shall provide Users free-of-charge with access to the Contractor’s Web Portal to monitor the Service and/or the Network.
8.3 Provided that the Contractor has implemented restrictions on access to the Contractor’s Web Portal in accordance with ECMWF’s instructions, the following terms apply to ECMWF and Users’ use of the Contractor’s Web Portal:
8.3.1 Contractor is entitled to act upon and rely on any communication (including orders) received through the Contractor’s Web Portal and to treat such communications as authorised by the ECMWF without conducting any further verification. This clause shall apply whether or not the information contained in the communication is, in fact, correct or the communication is authorised.
8.3.2 ECMWF accepts full responsibility for all Contractor’s Web Portal usernames and passwords. These usernames and passwords are to be kept confidential and only accessed or used by persons authorised by the ECMWF.
8.3.3 Contractor is not liable for any loss whatsoever arising from information provided by ECMWF through the Contractor’s Web Portal.
8.4 The Contractor shall provide ECMWF and all Users with monthly performance reports in accordance with Schedule 9.
8.5 The procedures contained in Schedule 9 for regular liaison between the Parties for day to day issues, the planning of work and implementation and the review of Delays and alleged breaches of the Contractor’s obligations shall apply.
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9 IPR, USER SITES AND EQUIPMENT
9.1 Background IPR shall remain the property of the owner (or its licensor) of such rights at the Effective Date.
9.2 Each Party grants to the other a non-exclusive, royalty free licence during the Term to use its Background IPR (and the Contractor shall license its Foreground IPR to ECMWF) as may be reasonably required to perform its obligations and/or enjoy the benefit of this Contract.
9.3 The Contractor may require to locate Infrastructure Equipment on the User Site to enable the Contractor to provide the Services. Subject to the provisions of this Agreement, the relevant User hereby grants to the Contractor the right to locate, install and operate such Infrastructure Equipment at the User Site and shall provide the Contractor, its employees, representatives and authorised agents, as may be reasonably required, access to the Infrastructure Equipment via the Network or otherwise, 24 hours a day, 7 days a week in accordance with the access procedures agreed between the Parties.
9.4 The Contractor shall only use User Sites or part of User Sites (including temporary buildings) made available to the Contractor by a User in connection with this Contract solely for the purpose of performing its obligations hereunder. The Contractor shall have the use of such User Sites as bare licensee and shall vacate User Sites as soon as it shall cease to require use of them and in any event on the termination of this Contract or, as the case may be, a relevant Accession Agreement.
9.5 Save where title passes to ECMWF or the respective AP as set out in the Order Form, ownership and title in Infrastructure Equipment provided by the Contractor under this Agreement shall at all times remain with the Contractor or the Contractor’s supplier (if the Infrastructure Equipment was supplied by a Contractor’s supplier).
9.6 All plant, tools and equipment other than the Infrastructure Equipment at any of the User Sites which belong to or are used by the Contractor shall remain at the risk and be the sole responsibility of the Contractor. For the avoidance of doubt risk in the Infrastructure Equipment at any User Site shall pass to the relevant User on delivery of such Infrastructure Equipment to the User Site.
9.7 The Contractor shall be required to remove all such plant, tools and equipment as soon as they are not required by the Contractor for the performance of any obligations under this Contract or any Accession Agreement. ECMWF or the respective AP shall allow the Contractor or the Contractor’s supplier, reasonable access, without charge, to its premises to recover Infrastructure Equipment that is no longer required to provide Service under the terms of this Contract where title has not transferred to ECMWF or the respective AP pursuant to an Order Form.
9.8 The Contractor shall ensure that all such plant, tools and equipment shall meet the minimum safety standards required by the law of the relevant country.
9.9 Each of ECMWF and the Acceding Parties shall have the following obligations with respect to the Infrastructure Equipment on its User Site or in the case of ECMWF the User Sites of ECMWF Countries (excluding ECMWF ACS):
9.9.1 not to sell, assign, sub-let, pledge or part with possession or control of or otherwise deal with the Infrastructure Equipment or any interest therein;
9.9.2 not to change, remove or obscure any labels, plates, insignia, lettering or other markings which are on the Infrastructure Equipment at the time of its connection or which may afterwards be placed on the Infrastructure Equipment by the Contractor or by any person authorised by the Contractor;
9.9.3 to keep the Infrastructure Equipment free from distress, execution or any other legal process;
Contract ECMWF/2012/207 Page 17 (of 144) 9.9.4 not to move the Infrastructure Equipment from the User Site to which it was delivered and connected without the Contractor’s prior written consent which shall not be unreasonably withheld or delayed;
9.9.5 not to use the Infrastructure Equipment or permit the same to be used contrary to any law or any regulation for the time being in force;
9.9.6 to ensure that proper environmental conditions as recommended by the Contractor are maintained for the Infrastructure Equipment and that the exterior surfaces are kept clean and in good condition;
9.9.7 not to make any modifications to the Infrastructure Equipment.
10 CHARGES AND PAYMENT
10.1 In consideration for the supply of the Service to ECMWF and ECMWF Countries (excluding ECMWF ACS) in accordance with the terms of this Contract, ECMWF shall pay the Charges in accordance with the invoicing and payment procedures specified in Schedule 7. For the avoidance of doubt, no extra charge will be made for any part of the Service which is identified in this Contract including Schedule 2g in the Contractor’s Tender unless specifically agreed by ECMWF.
10.2 In consideration for the supply of the Service to an Acceding Party in accordance with the terms of this Contract and the relevant Accession Agreement, such Acceding Party shall pay the relevant AP Charges in accordance with the invoicing and payment procedures specified in Schedule 7, the relevant Accession Agreement and/or Order Form. For the avoidance of doubt, no extra charge will be made for any part of the AP Service which is identified in the relevant Accession Agreement unless specifically noted.
10.3 Once a User Site has passed the Site Reliability Acceptance Test, relevant Charges or AP Charges as appropriate will become due, and Service Rebates will be payable in the event of failure to meet agreed Service Levels, except for User Sites that have passed their Site Reliability Acceptance Test before the end of the one-month migration period. For these User Sites the relevant Charges will become due and Service Rebates will be payable in the event of failure to meet agreed Service Levels from the day after the successful completion of the one-month migration period. For the avoidance of doubt no monies will be paid by ECMWF or an AP before the Operational Service Commencement Date.
10.4 All Charges and AP Charges are and shall be quoted in Pounds Sterling, and shall be invoiced to ECMWF and all Acceding Parties in Pounds Sterling. However, where requested by an AP in its Order Form and agreed by the Contractor, invoices to such an AP will provide for payment in a local currency, in which case each such invoice will show the amount due solely in local currency as converted from Pounds Sterling at the mid closing conversion rate as published in the Financial Times on the Monday prior to the date of such invoice, or in the absence of such publication as published in a British or US newspaper of the Contractor's choosing.
10.5 Subject to Clause 10.7, all AP Charges referred to in this Contract and the Accession Agreements are expressed as exclusive of taxes and duties, but the Contractor shall be entitled to invoice such taxes and duties, and each Acceding Party shall pay to the Contractor such taxes and duties as may be legally applicable to any sum invoiced pursuant to this Contract and its Accession Agreement.
10.6 The Contractor shall take all reasonably necessary steps so as to facilitate ECMWF's exemption from taxes and customs duties resulting from its Protocol on Privileges and Immunities (published London, Her Majesty's Stationery Office, Cmnd. 5632). It will do so by carrying out reasonably necessary formalities so as to bring about the exemption from taxes and duties which might otherwise be levied on the expenses it will incur, before it submits the invoice to ECMWF; and by complying with all reasonably necessary formalities so that ECMWF itself may be exempt from paying such taxes and
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duties. For these purposes, the Contractor shall request the necessary instructions from ECMWF and provide in due time the information that ECMWF requires.
10.7 The invoice amounts referred to elsewhere in this Clause 10 exclude VAT and/or any tax, duty, levy or fee the Contractor is required by law to impose, at the rate and in the manner prescribed by law from time to time, which shall be added to invoices at the rate applicable at the tax point, being the date of invoice. The Contractor shall be liable for all other taxes, assessments, fees, licences, administrative customs charges or other governmental assessments or charges that are applicable to the performance of this Contract. It is each party’s responsibility to inform itself of its liabilities in each country where such liabilities may arise.
10.8 Invoices shall be sent electronically unless requested otherwise. All invoices will be dated as of the date of dispatch. Payment shall be due within 30 calendar days of the date of a valid invoice or within 30 calendar days of the first day of the period for which it is due (whichever occurs later), failing which the Contractor shall be entitled to charge interest on any amount which remains unpaid at the rate of two per cent over LIBOR from time to time, calculated from the last day on which such payment was due until the date of actual payment.
10.9 The parties acknowledge that the Charges and/or AP Charges may be varied by the operation of the Change Control Procedures but also pursuant to revisions agreed by the parties in accordance with the terms of this Contract.
10.10 Each Acceding Party shall be liable to pay its own AP Charges to the Contractor. ECMWF and other Acceding Parties shall not be liable for any Acceding Party’s AP Charges. For the avoidance of doubt if any AP fails to pay its AP Charges the Contractor shall not be entitled to terminate this Contract or vary its provision of the Service to any other User.
10.11 ECMWF or an AP, as the case may be, may retain or set off any amount owed to it by the Contractor against any amount due to the Contractor under this Contract or any Accession Agreement (as applicable), excluding any Service Rebate or Liquidated Damages which are to be credited against future invoices by the Contractor. For Service Rebates and Liquidated Damages due to ECMWF or an AP where no further invoices are to be raised due to termination of the Contract, the Contractor shall refund such Service Rebates and Liquidated Damages to ECMWF or the respective AP within thirty (30) days following the date when the liability for such sums was accrued.
11 TECHNICAL AND COMMERCIAL REFRESH
11.1 To ensure that the prices and the Service provide value for money over the Term, the Parties will engage in a Technical and Commercial Refresh (TCR). There will be a TCR at 2½ and 5½ years following the Operational Service Commencement Date.
11.2 The first TCR will be initiated by the Contractor presenting to ECMWF its proposals for the Service and the Charges and AP Charges that it envisages to apply to Users for years four to six of the Operational Service, together with its proposals for the Service and prices that it envisages to apply for years seven to nine of the Operational Service. The Contractor will present such proposals to ECMWF not later than 2½ years from the Operational Service Commencement Date. Following ECMWF’s evaluation of the Contractor’s proposals, the Parties will agree any changes to the Service, the Charges and AP Charges that will apply from the beginning of year four of the Operational Service, together with the minimum bandwidth, the Service and the maximum Charges and AP Charges for years seven to nine of the Operational Service.
11.3 The second TCR will be initiated by the Contractor presenting to ECMWF its proposals for the Service and the Charges and AP Charges that it envisages to apply for years seven to nine of the Operational Service. The Contractor will present such proposals to ECMWF not later than 5½ years from the Operational Service Commencement Date. Following ECMWF’s evaluation of the
Contract ECMWF/2012/207 Page 19 (of 144) Contractor’s proposals, the Parties will agree any changes to the Service, the Charges and AP Charges that will apply from the beginning of year seven of the Operational Service. Notwithstanding any other provisions of this Contract, all adjustments to all elements of the Charges and AP Charges, shall be downward save for any increase in such agreed by ECMWF as a consequence of an enhancement of the Service; consequently, in no event shall any adjustment be made that would result in any element of the Total Charges for the Service being increased unless it is specifically agreed in writing by ECMWF.
11.4 The Contractor commits to a minimum reduction in Charges and AP Charges, except for those elements of the Charges and AP Charges which relate to Access Lines, as part of each of the first and second Commercial and Technical Refresh based on the following tiered structure as defined in Schedule 1:
Tier 3 Sites = 7% Minimum Discount
Tier 2 Sites = 10% Minimum Discount
Tier 1 Sites = 15% Minimum Discount
For the avoidance of doubt the Contractor can apply different rates of discounts to Users within the same tier as each other so long as the Contractor applies at least the relevant Minimum Discount to each User in the same tier. The elements of the Charges and AP Charges which relate to Access Lines will not increase.
11.5 ECMWF may, if it is not satisfied that the Contractor’s TCR proposals are competitive, subject the proposals for benchmarking by an independent advisor (“Independent Advisor”), with the cost being met by ECMWF. The mandate of the Independent Advisor shall be determined by ECMWF acting in good faith, such mandate to include without limitation an assessment of the Charges and AP Charges and/or technology against that which is available from comparable service providers (“Comparative Services”). ECMWF will provide the Contractor with a copy of the mandate before commencement of the benchmarking. The Independent Advisor will be required to compare the Charges and AP Charges and/or technology being offered by the Contractor with the Comparative Services, and report its findings and conclusions in writing to ECMWF.
11.6 ECMWF shall notify the Contractor not later than 60 calendar days following its receipt of the Contractor’s proposals of any material findings in the report of the Independent Advisor that the Charges and AP Charges and/or technology being offered by the Contractor under the TCR are not in its opinion competitive in relation to the Comparative Services (the “Findings”), and request that the Contractor address those Findings. If the Contractor does not do so to the satisfaction of ECMWF acting in good faith within 15 calendar days of the Contractor receiving such request, then ECMWF may require the Parties to escalate the matter to senior management of each Party with the necessary authority to settle the matter within 15 calendar days.
12 CHANGE CONTROL
12.1 Any requirement for a Change shall be subject to the Change Control Procedure in Schedule 10.
13 SUB-CONTRACTING
13.1 The Contractor shall be entitled to subcontract some of its obligations under this Contract to sub- contractors. The Contractor shall remain responsible for all acts and omissions of its sub-contractors and the acts and omissions of those employed or engaged by the sub-contractors as if they were its own. An obligation on the Contractor to do, or to refrain from doing, any act or thing shall include an obligation upon the Contractor to procure that its employees, staff, agents and sub-contractors' employees, staff and agents also do, or refrain from doing, such act or thing.
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14 CONTRACTOR PERSONNEL
14.1 The Contractor shall ensure that all of its employees, representatives and contractors shall comply with the rules, regulations and requirements (including those relating to security arrangements) of any User, as may be in force from time to time for the conduct of personnel on such User’s Site, as notified to the Contractor by such User.
14.2 ECMWF reserves the right under this Contract to refuse to admit to ECMWF’s Site, any person employed or engaged by the Contractor or by a sub-contractor, whose admission would be, in the opinion of ECMWF, undesirable. Any such refusal shall not relieve the Contractor from its obligations under the Contract.
14.3 If and when directed by ECMWF as part of the Order Form, the Contractor shall provide a list of the names and addresses of all persons that it expects may require admission in connection with the performance of this Contract, to ECMWF’s Site, specifying the capacities in which they are concerned with this Contract and giving such other particulars as ECMWF may reasonably require.
14.4 The above provisions of this Clause 14 shall apply in respect of all User Sites as if the obligations of the Contractor were directed towards each such User and the rights of ECMWF were the rights of each such User.
14.5 If the Contractor intends to replace the Sales Account Manager, Service Manager, Project Manager, Lead Engineer and/or Technical Design Authority, “Key Personnel”, it shall replace such Key Personnel with suitably qualified individuals as quickly as practicable.
14.6 ECMWF may require the Contractor to replace any of the Key Personnel. Any such requirement shall not relieve the Contractor from its obligations under the Contract.
15 GENERAL OBLIGATIONS OF THE PARTIES: CONTRACTOR’S OBLIGATIONS
15.1 The Contractor shall:
15.1.1 at all times allocate sufficient resources to provide the Service in accordance with the terms of this Contract;
15.1.2 obtain, and maintain throughout the duration of this Contract, all the consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary to enable the provision of the Service; and
15.1.3 provide ECMWF with such assistance as ECMWF may reasonably require during the Term in respect of the supply of the Service.
15.2 The Contractor shall perform its obligations under this Contract, including those in relation to the Service in accordance with:
15.2.1 Good Industry Practice;
15.2.2 the Contractor's own established procedures and practices;
15.2.3 all Laws.
15.3 The Contractor shall comply with its obligations in Schedule 11.
16 GENERAL OBLIGATIONS OF THE PARTIES: ECMWF AND AP OBLIGATIONS
16.1 Each of ECMWF, the ECMWF Countries and the Acceding Parties shall ensure that their use of the Service shall at all times comply with the Acceptable Use Policy.
Contract ECMWF/2012/207 Page 21 (of 144) 16.2 ECMWF and ECMWF Countries excluding ECMWF ACS, may use the Service for the transmission of data, provided that ECMWF and/or ECMWF Countries excluding ECMWF ACS, as the case may be:
16.2.1 comply with the terms of any Laws, or any licence applicable to them in any country where the Service is provided; and
16.2.2 do not use the Service in any manner which is illegal.
16.3 All Acceding Parties may use the Service for the transmission of data, provided that all APs:
16.3.1 comply with the terms of any Laws, or any licence applicable to them in any country where the Service is provided;
16.3.2 do not use the Service in any manner which is illegal; and
16.3.3 shall remain responsible for all AP Charges incurred and for compliance with all terms and conditions under the Accession Agreement.
17 WARRANTIES
17.1 Each of ECMWF, the Contractor and all Acceding Parties (as applicable) warrants, represents and undertakes that:
17.1.1 it has full capacity and authority to enter into and to perform this Contract and each relevant Accession Agreement;
17.1.2 this Contract and each relevant Accession Agreement is executed by a duly authorised representative of that party;
17.1.3 there are no actions, suits or proceedings or regulatory investigations pending or, to that party's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under this Contract and each relevant Accession Agreement; and
17.1.4 once duly executed this Contract and each relevant Accession Agreement will constitute its legal, valid and binding obligations.
17.2 The Contractor warrants, represents and undertakes for the duration of the Term that:
17.2.1 all personnel used to provide the Service will be vetted in accordance with Good Industry Practice;
17.2.2 it has and will continue to hold all necessary (if any) regulatory approvals from the regulatory bodies necessary to perform the Contractor's obligations under this Contract and each relevant Accession Agreement;
17.2.3 it has and will continue to have all necessary rights including but not limited to Background IPRs, or any other materials made available by the Contractor and/or its sub-contractors to ECMWF necessary to perform the Contractor's obligations under this Contract and each relevant Accession Agreement;
17.2.4 as at the Effective Date all statements and representations in the Contractor’s Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise ECMWF of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;
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17.2.5 the Service shall conform to the Service Description, the Service Level Agreement and applicable Order Forms and shall conform with all Accession Agreements and shall be performed in accordance with this Contract and each relevant Accession Agreement;
17.2.6 all Contractor Personnel are suitably skilled, experienced, qualified and trained to carry out the duties and tasks assigned to them under this Contract and each Accession Agreement;
17.2.7 the Contractor shall discharge its obligations hereunder with all due skill, care, diligence and timeliness and in accordance with Good Industry Practice and (without limiting the generality of this Clause 17) in accordance with its own established internal procedures; and
17.2.8 the use or receipt of the Service by any User shall not infringe the Intellectual Property Rights of any third party.
17.3 ECMWF warrants, represents and undertakes that it is authorised by the ECMWF Countries to arrange for the delivery of the Service to them and to enforce its rights in relation to the provision of the Service to them.
17.4 Except as expressly stated in this Contract, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
18 CHANGE IN LAW
18.1 The Contractor shall neither be relieved of its obligations to supply the Service in accordance with the terms of this Contract nor be entitled to an increase in the Total Charges as the result of any change in Law where the effect of such change in Law on the Service is known at the Effective Date.
19 OBSERVANCE OF LAW
19.1 The Contractor shall be responsible for ensuring that in furtherance of its obligations under this Contract and all Accession Agreements, it and its employees, representatives and contractors shall abide by all local Laws affecting any particular User Site, including without limitation all laws and regulations relating to health and safety, customs and tax, employment, the environment, telecommunications and data protection.
20 BUSINESS CONTINUITY AND DISASTER RECOVERY
20.1 The Contractor shall ensure that it is able to implement its own business continuity and disaster recovery plan at any time in accordance with its terms, such that it can continue to provide the Service without interruption. The Contractor shall regularly review, test and update such plan and shall provide it to ECMWF at any time upon request.
20.2 The Contractor shall establish, maintain, and review its own internal processes and procedures with respect to the identification of any threats or risks to the provision of the Service, how such threats and risks may be mitigated and how the provision of the Service may be maintained in the event of any such identified threats or risks materialising.
21 FORCE MAJEURE
21.1 Subject to the remaining provisions of this Clause 21, a Party to this Contract or a party to any Accession Agreement may claim relief from liability for non-performance of its obligations to the extent this is due to a Force Majeure Event. In particular, the Contractor shall be relieved from its obligation to pay Liquidated Damages to ECMWF or an Acceding Party, as the case may be, to the extent that the achievement of any Key Milestone is affected by the Force Majeure Event, its Service Rebates obligation to the extent that the Service is affected by the Force Majeure Event and the
Contract ECMWF/2012/207 Page 23 (of 144) Charges and AP Charges as applicable shall be reduced to the extent that ECMWF or the relevant Acceding Party does not receive the Service as a result of the Force Majeure Event.
21.2 A party cannot claim relief if the Force Majeure Event is attributable to its wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event.
21.3 The Contractor cannot claim relief from a Force Majeure Event to the extent that it has failed to comply with its business continuity and disaster recovery plan (unless this failure is also due to a Force Majeure Event affecting the operation of such plan).
21.4 An affected party cannot claim relief as a result of a failure or delay by any other person in the performance of that other person's obligations under a contract with the affected party (unless that other person is itself prevented from or delayed in complying with its obligations as a result of a Force Majeure Event).
21.5 The affected party shall immediately give the other party written notice of the Force Majeure Event. The notification shall include details of the Force Majeure Event together with evidence of its effect on the obligations of the affected party, and any action the affected party proposes to take to mitigate its effect.
21.6 As soon as practicable following the affected party's notification, all relevant parties shall consult with each other in good faith and use reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Contract and/or any Accession Agreement (as applicable). Where the Contractor is the affected party, it shall take all steps in accordance with Good Industry Practice to overcome or minimise the consequences of the Force Majeure Event.
21.7 The affected party shall notify other relevant parties as soon as practicable after the Force Majeure Event ceases or no longer causes the affected party to be unable to comply with its obligations under this Contract and/or any Accession Agreement (as applicable). Following such notification, this Contract and/or any Accession Agreement (as applicable) shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the relevant parties.
22 INDEMNITIES
22.1 ECMWF shall indemnify the Contractor against all Claims and Losses arising from use by ECMWF and ECMWF Countries (excluding ECMWF ACS) of the Network including any related software other than in accordance with the Contract including the Acceptable Use Policy.
22.2 Each AP shall indemnify the Contractor against Claims and Losses arising from use by the applicable AP of the Network including any related software other than in accordance with the Contract and/or its Accession Agreement including the Acceptable Use Policy.
22.3 Each Acceding Party shall indemnify and keep indemnified ECMWF against all Claims and Losses incurred by ECMWF arising from use by the applicable AP of the Network including any related software other than in accordance with the Contract and/or its Accession Agreement including the Acceptable Use Policy.
22.4 The Contractor shall at all time during and after the Term indemnify ECMWF and all Users and keep indemnified ECMWF and all Users against all Claims and Losses arising from an IPR Claim.
22.5 The conduct by the Contractor of any negotiations or litigation shall be conditional upon the Contractor giving ECMWF and all Users such reasonable security as shall from time to time be required by them to cover the amount ascertained or agreed or estimated, as the case may be, of any
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compensation, damages, time costs of the personnel of ECMWF and all Users and out-of-pocket expenses and costs for which they may become liable.
22.6 If an IPR Claim is made, or the Contractor anticipates that an IPR Claim might be made, the Contractor may, at its own expense and sole option, either:
22.6.1 procure for ECMWF and all Users the right to continue using the relevant item which is subject to the IPR Claim; or
22.6.2 replace or modify the relevant item with non-infringing substitutes provided that:
a) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item;
b) the replaced or modified item does not have an adverse effect on the Service or the Network;
c) there is no additional cost to ECMWF or Users; and
d) the terms of the Contract shall apply to the replaced or modified Service
22.7 If the Contractor elects to modify or replace an item or to procure a licence in accordance with Clause 22.6 but this has not avoided or resolved the IPR Claim, then ECMWF may terminate this Contract by written notice with immediate effect and, without prejudice to the indemnity set out in Clause 22.4, the Contractor shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.
22.8 The Contractor shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of ECMWF or any User into disrepute.
22.9 Each indemnified party entitled to any indemnity under this Contract agrees that:
22.9.1 it will notify the indemnifying party in writing of any Claim as soon as reasonably practicable;
22.9.2 it will allow the indemnifying party to conduct all negotiations and proceedings and will provide the indemnifying party with such reasonable assistance required by the indemnifying party, each at the indemnifying party’s cost, regarding the Claim; and
22.9.3 it will not, without first consulting with the indemnifying party, make any statement or admission relating to the Claim; and
22.9.4 it will use reasonable endeavours to mitigate all Losses.
23 LIMITATIONS ON LIABILITY
23.1 Each of ECMWF, the Contractor and all Acceding Parties does not limit its liability for:
23.1.1 death or personal injury caused by its negligence, or that of its employees, agents or Sub- contractors (as applicable);
23.1.2 fraud or fraudulent misrepresentation by it or its employees; or
23.1.3 breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
Contract ECMWF/2012/207 Page 25 (of 144) 23.2 Subject to Clause 23.1, the Contractor's total aggregate liability to ECMWF and all Acceding Parties:
23.2.1 in respect of the indemnity in Clause 3 of Schedule 11, and Clause 22 of this Contract, shall be unlimited;
23.2.2 for all loss of or damage to premises, property or assets (including technical infrastructure, assets or equipment but excluding any loss or damage to data) caused by the Contractor's Default shall in no event exceed £1,000,000 per event or series of events arising from a single cause but shall not exceed £10,000,000 in the aggregate;
23.2.3 in respect of Service Rebates per User Site shall be limited to 100% of the Monthly Recurring Charges for the affected User Site per calendar month;
23.2.4 in respect of Liquidated Damages shall be limited to the amounts defined within Schedule 3; and
23.2.5 in respect of all other claims, losses or damages, whether arising from tort (including negligence), breach of contract or otherwise under or in connection with this Contract shall in no event exceed £1,000,000 per event or series of events arising from a single cause and shall not exceed £7,500,000 in the aggregate. For the avoidance of doubt, the limits set out in this Clause 23.2.5 shall not apply to any Charges and AP Charges to be re-paid by the Contractor pursuant to Clause 30.2.
23.3 Subject to Clause 23.1, ECMWF's total aggregate liability to the Contractor, in addition to its obligation to pay the Charges as and when they fall due for payment:
23.3.1 for all Defaults by ECMWF resulting in loss of or damage to the property or assets (including technical infrastructure, assets or equipment) of the Contractor shall in no event exceed £50,000;
23.3.2 in respect of all other Defaults by ECMWF shall in no event exceed £50,000.
23.4 Subject to Clause 23.1, an AP’s total aggregate liability to the Contractor, in addition to its obligation to pay the AP Charges as and when they fall due for payment:
23.4.1 for all Defaults by an AP resulting in loss of or damage to the property or assets (including technical infrastructure, assets or equipment) of the Contractor shall in no event exceed £25,000;
23.4.2 in respect of all other Defaults by an AP shall in no event exceed £25,000.
23.5 Subject to Clauses 23.1, 23.8 and 30.2, each of ECMWF, the Contractor and all Acceding Parties will not be liable to any other party for:
23.5.1 any indirect, special or consequential loss or damage; or
23.5.2 any loss of profits, turnover, business opportunities or damage to goodwill (whether direct or indirect).
23.6 Subject to Clause 23.2, ECMWF may recover as a direct loss:
23.6.1 any reasonable administrative costs and expenses arising from procuring any comparable Replacement Service, subject to a cap of £100,000; and/or
23.6.2 the additional cost to ECMWF for using any comparable service, including reasonable migration costs if any, for the remainder of the Term.
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23.7 The Parties expressly agree and any Acceding Party (as applicable) that if any limitation or provision contained or expressly referred to in this Clause 23 is held to be invalid under any Law, it will be deemed omitted to that extent, and if any party becomes liable for loss or damage to which that limitation or provision applied, that liability will be subject to the remaining limitations and provisions set out in this Clause 23.
23.8 Nothing in this Clause 23 shall act to reduce or affect any party's general duty to mitigate its Loss.
24 ACCEDING PARTY LIABILITY
24.1 ECMWF shall have no liability whatsoever to any Acceding Party under or in connection with this Contract or in respect of such AP’s Accession Agreement.
24.2 Each Acceding Party shall indemnify and keep indemnified ECMWF against all Claims and Losses incurred by ECMWF arising from any compliance or non-compliance by the Acceding Party with any rules or regulations (whether or not having the force of law) or which are due to the performance or non-performance by the Acceding Party of its obligations and the exercise of its rights under this Contract and the relevant Accession Agreement.
25 INSURANCE
25.1 The Contractor shall effect and maintain the insurances with insurers who are at all times of good financial standing and reputation and for a period of insurance which includes:
25.1.1 for all insurances, the Term of this Contract but shall also provide cover for obligations that survive expiry or termination of this Contract;
25.1.2 for professional indemnity insurance, the period of six years following the expiry or termination of this Contract; and
25.1.3 for products liability insurance, the period of six years following the expiry or termination of this Contract.
25.2 The Contractor shall maintain:
25.2.1 public liability insurance for an amount of not less than £3,000,000 for any one occurrence, unlimited in the policy year as to the number of occurrences in respect of any liability for:
a) bodily injury and/or illness (including death) of any person; and
b) loss of, damage to, or destruction of material property (including ECMWF property or third party property on a User Site) arising out of or in connection with the provision of the Service or this Contract;
25.2.2 products liability insurance for an amount of not less than £2,000,000 for any one occurrence, subject to a total indemnity limit of £10,000,000 in any policy year in respect of any liability for:
a) bodily injury and/or illness (including death) of any person;
b) loss of, damage to, or destruction of material property (including ECMWF property or third party property on User Site) arising out of or in connection with the provision of the Service or this Contract.
25.2.3 third party property damage insurance for an amount not less than £3,000,000 for any single occurrence and in the aggregate as to the number of occurrences in respect of liability for all
Contract ECMWF/2012/207 Page 27 (of 144) plant, equipment and motor vehicles owned or used by the Contractor or any sub-contractor directly or indirectly engaged in carrying out the Service; and
25.2.4 professional indemnity insurance for an amount not less than £2,000,000 per occurrence and in the aggregate annually.
25.3 The Contractor shall provide to ECMWF copies of evidence from the Contractor’s broker endorsed by the insurer of the insurances set out in this Clause 25.
26 TERMINATION BY ECMWF
26.1 ECMWF shall be entitled to terminate this Contract for convenience without any liability whatsoever by giving at least six months’ written notice to the Contractor and Acceding Parties, to expire on the sixth anniversary of the Operational Service Commencement Date. ECMWF shall also notify all User Sites at the same time of any such termination.
26.2 ECMWF may terminate the Service to any User Site (except an AP User Site) by giving the Contractor a minimum of twelve (12) months written notice and with a liability to pay the termination charges set out in Clause 30.7.
26.3 ECMWF may terminate this Contract by giving written notice of termination to the Contractor if one or more of the circumstances set out in Clause 26.6 exist.
26.4 Where ECMWF is terminating this Contract for a material Default of the Contractor or one of the specific provisions in Clause 26.6 it may rely on a single material Default or on a number of Defaults or repeated Defaults that taken together constitute a material Default.
26.5 Where a material Default is capable of remedy the Parties shall follow the Remedial Plan Process.
26.6 Each of the following individual circumstances, without limitation, shall give ECMWF the right to terminate this Contract:
26.6.1 the Contractor is in material Default which it has failed to remedy in accordance with the Remedial Plan Process;
26.6.2 the Contractor commits a material breach of this Contract which is irremediable;
26.6.3 the Contractor fails to achieve a Key Milestone by its associated Key Milestone Date;
26.6.4 the Contractor fails to successfully complete the Pilot Network Reliability Acceptance Test;
26.6.5 pursuant to Clause 22.7 (where a modification or replacement of an item pursuant to Clause 22.6.2 or where procuring a licence in accordance with Clause 22.6.1 has not avoided or resolved an IPR Claim);
26.6.6 the Contractor is in material Default of Clauses 35 and/or 36;
26.6.7 the performance of the Service reaches the Termination Level;
26.6.8 an Insolvency Event affecting the Contractor occurs;
26.6.9 there has been a disaster and the Contractor has not acted in accordance with its obligations under its business continuity and disaster recovery plan and such failure to act is in itself a material Default or the result of such failure to act has a material adverse impact on ECMWF;
26.6.10 for six consecutive months the maximum Service Rebates in respect to any of the Service Levels for the ECMWF User Site are due, provided that following the efforts of the
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Contractor to restore the Service to satisfactory Service Levels without Service Rebates, the Service cannot be restored accordingly within 7 days.
26.7 In the event that ECMWF serves the Contractor with a notice of termination of the Contract in accordance with this Clause 26, then the Contract shall terminate on the last calendar day of the period specified by ECMWF in its notice, which shall not be less than 30 calendar days from the date on which the notice of termination is sent to the Contractor.
26.8 The rights of ECMWF (to terminate or otherwise) under this Clause 26 are in addition (and without prejudice) to any other right or remedy which ECMWF may have to claim the amount of loss or damage suffered by ECMWF on account of the acts or omissions of the Contractor (or to take any action other than termination of this Contract).
27 TERMINATION AND SUSPENSION BY THE CONTRACTOR
27.1 The Contractor may terminate this Contract if ECMWF is in material breach of its obligation to pay undisputed Charges. Having previously given ECMWF 90 calendar days written notice of such material breach, such notice having specified the breach and required its remedy and warned of the possibility of termination, and the breach has not been remedied, the Contractor may then terminate this Contract. The Contractor's right of termination under this Clause 27 shall not apply to non- payment of the Charges by ECMWF where such non-payment is due to ECMWF exercising its rights under Clause 10.11.
27.2 The Contractor may terminate this Contract if ECMWF is in material Default of its obligations other than under Clause 27.1. Having previously given ECMWF 30 calendar days written notice of such material Default, such notice having specified the Default and required its remedy and warned of the possibility of termination, and the Default has not been remedied, the Contractor may then terminate this Contract by giving ECMWF six months written notice.
27.3 Clauses 27.1 and 27.2 are the only circumstances in which the Contractor may terminate the Contract.
27.4 If ECMWF fails to make any payment due under the Contract in accordance with the terms and conditions set out in this Contract and fails to do so within fourteen (14) days following written notice by the Contractor, then the Contractor may suspend the Operational Service to the relevant User Site(s) with immediate effect with no liability or penalty by written notice to ECMWF, requesting ECMWF to rectify the problem, and warning of the Contractor’s intention to terminate the Operational Service to the relevant User Site(s) within a further 14 day period if such problem is not rectified.
27.5 If ECMWF or an ECMWF Country (excluding any ECMWF ACS) interferes with the Contractor’s services or creates harm to the Core Network, Infrastructure Equipment or any third party's property which is relevant to the Service, then the Contractor may suspend the Operational Service to the relevant User Site with immediate effect with no liability or penalty by written notice to ECMWF, requesting ECMWF to rectify the problem. Should the problem not be rectified within 60 days, the Contractor may send a further written notice to ECMWF warning of the Contractor’s intention to terminate the Operational Service to the relevant User Site within a further 14 day period if such problem is not rectified.
27.6 If an AP fails to make any payment due under the relevant Accession Agreement in accordance with the terms and conditions set out in this Contract or the Accession Agreement and fails to do so within twenty one (21) days following written notice by the Contractor, then the Contractor may suspend the Operational Service to the relevant AP User Site with immediate effect with no liability or penalty by written notice to the AP (and sending a copy of its notice to ECMWF), requesting the AP to rectify the problem, and warning of the Contractor’s intention to terminate the Operational Service to the AP User Site within a further 14 day period if such problem is not rectified.
Contract ECMWF/2012/207 Page 29 (of 144) 27.7 If an AP interferes with the Contractor’s services or creates harm to the Core Network, Infrastructure Equipment or any third party's property which is relevant to the Service, then the Contractor may suspend the Operational Service to the relevant AP User Site with immediate effect with no liability or penalty by written notice to the AP (and sending a copy of its notice to ECMWF), requesting the AP to rectify the problem within 60 days. Should the problem not be rectified within 60 days, the Contractor may send a further written notice to the AP (and sending a copy of its notice to ECMWF) warning of the Contractor’s intention to terminate the Operational Service to the AP User Site within a further 14 day period if such problem is not rectified.
27.8 If any User fails to comply with the Acceptable Use Policy after receipt of notice from the Contractor, the Contractor shall only be entitled to suspend the Operational Service to its User Site after also notifying ECMWF and giving ECMWF 60 days to investigate and liaise with the User and/or WMO as ECMWF deems appropriate. After 60 days, if the problem has not been rectified, the Contractor may send a further written notice to ECMWF warning of the Contractor’s intention to terminate the Operational Service to the relevant User Site within a further 14 day period if such problem is not rectified.
27.9 After the end of the 14-day notice period the Contractor shall be entitled to terminate the provision of the Operational Service to the relevant User Site if the relevant User has failed to rectify the problem identified in the notice.
27.10 The parties’ rights and remedies set out in Clauses 1 to 44 and all Schedules, excluding Schedule 13, shall prevail over the Acceptable Use Policy (Schedule 13) in the event of any conflict between the Acceptable Use Policy (Schedule 13) and Clauses 1 to 44 and the other Schedules.
27.11 The Contractor shall be entitled to terminate any Accession Agreement with an Acceding Party in accordance with the terms of such Accession Agreement and/or this Contract.
28 TERMINATION FOR CONTINUING FORCE MAJEURE EVENT
28.1 Either Party may, by written notice to the other, request to terminate this Contract, or an AP may require the termination of its Accession Agreement, if a Force Majeure Event endures, or is likely to endure, for a continuous period of more than 120 calendar days. However, the Contractor or an AP shall only be entitled to terminate the relevant Accession Agreement if all the AP’s User Sites are affected by the Force Majeure Event. For the avoidance of doubt, if only one AP and/or User Site is affected such AP and/or User Site shall be terminated rather than the whole Accession Agreement and /or the Contract being terminated.
29 REMEDIAL PLAN PROCESS
29.1 If there is any Default by the Contractor, it shall take all remedial action to rectify such Default as quickly as possible.
29.2 Subject to Clause 26.6, if the Contractor commits a material Default and the Default is capable of remedy, ECMWF may not terminate this Contract in whole or in part without first operating the Remedial Plan Process.
29.3 The Remedial Plan Process is as follows:
29.3.1 ECMWF notifies the Contractor that it considers that the Contractor is in material Default and that it requires a Remedial Plan. The notice may specify the matters complained of in outline but must contain sufficient detail so that it is reasonably clear what the Contractor has to remedy;
29.3.2 The Contractor shall serve a draft Remedial Plan within seven calendar days even if the Contractor disputes that it is responsible for the matters complained of;
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29.3.3 If ECMWF considers that the draft Remedial Plan is insufficiently detailed to be properly evaluated, or will take too long to complete or will not remedy the matters complained of then it may either agree a further time period for the development and agreement of the Remedial Plan or escalate any issues with the draft Remedial Plan using the Dispute Resolution Procedure in Clause 43;
29.3.4 If despite the measures taken under Clause 43 a Remedial Plan cannot be agreed, ECMWF may terminate the Contract under Clause 26.6.1;
29.3.5 If a Remedial Plan is agreed between the parties but the Contractor fails to implement the Remedial Plan ECMWF may either give the Contractor a further opportunity to resume full implementation of the Remedial Plan or terminate the Contract under Clause 26.6.1;
29.4 ECMWF shall not be obliged to follow the Remedial Plan Process if a Remedial Plan has previously been implemented but the Contractor has failed to remedy the Default by those means or if there is a repetition of substantially the same material Default within a period of three months following the conclusion of the Remedial Plan.
30 CONSEQUENCES OF EXPIRY OR TERMINATION
30.1 Subject to Clause 31, following the service of a termination notice for any reason the Contractor shall continue to be under an obligation to provide the Service to the level required by the Contract (including the Service Level Agreement) until the expiry of such notice.
30.2 In the event of termination or expiry, the Contractor shall :
30.2.1 repay to ECMWF and APs all Charges and AP Charges it has been paid in advance in respect of any Service not provided by the Contractor as at the date of expiry or termination; and
30.2.2 comply with its obligations contained in Clause 31.
30.3 The Clauses and Schedules of this Contract which are expressed to survive or ought reasonably be considered as necessary to survive, shall survive the termination or expiry of this Contract.
30.4 If ECMWF terminates the Contract after the signature of an Order Form for a User Site and before the start of Operational Service for that User Site, other than due to Contractor’s breach of this Contract or pursuant to Clause 26 or 28, or if the Contractor terminates the Contract after the signature of an Order Form for a User Site and before the start of Operational Service at that User Site due to ECMWF’s material Default, ECMWF or the relevant User shall:
30.4.1 reimburse the Contractor for any evidenced, reasonable and unavoidable third party cancellation/termination charges associated with the Service so terminated up to 100% of Access Line Charges for the remainder of the three (3) year Circuit Term; and
30.4.2 pay the equivalent of six (6) months Core Network and Management Charges, as defined on the Order Form for the cancelled Service; and
30.4.3 pay the associated One Time Charge(s) where the Contractor has commenced installation activity, provided such One Time Charge(s) has not been calculated as part of the third party charges mentioned in Clause 30.4.1.
30.5 In the event that an Order Form, or part thereof, is cancelled by ECMWF before the date on which the relevant User Site (except an AP User Site) receives an Operational Service, other than due to Contractor’s breach of this Contract or pursuant to Clause 26 or 28, ECMWF shall:
Contract ECMWF/2012/207 Page 31 (of 144) 30.5.1 reimburse the Contractor for any evidenced, reasonable and unavoidable third party cancellation/termination charges associated with the Service so terminated up to 100% of Access Line Charges for the remainder of the three (3) year Circuit Term;
30.5.2 pay the equivalent of six (6) months Core Network and Management Charges, as defined on the Order Form, for the cancelled Service; and
30.5.3 pay the associated One Time Charge(s) where the Contractor has commenced installation activity, provided such One Time Charge(s) has not been calculated as part of the third party charges mentioned in Clause 30.5.1.
30.6 If ECMWF terminates the Contract after the start of Operational Service for any User Site, other than due to Contractor’s breach of this Contract or pursuant to Clause 26 or 28, or if the Contractor terminates the Contract after the start of Operational Service at any User Site due to ECMWF’s material Default, ECMWF or the relevant User shall:
30.6.1 reimburse the Contractor for any evidenced, reasonable and unavoidable third party cancellation/termination charges associated with the Service so terminated up to 100% of Access Line Charges for the remainder of the three (3) year Circuit Term; and
30.6.2 shall pay the equivalent of fifty percent (50%) of the Core Network and Management Charges, as defined on the Order Form, for each month remaining up to six years after the Operational Service Commencement Date.
30.7 In the event that a Service, or part thereof, at a User Site (except an AP User Site) is cancelled by ECMWF after the date on which the relevant User Site receives an Operational Service, other than due to Contractor’s breach of this Contract or pursuant to Clause 26 or 28, or by the Contractor pursuant to Clause 27.9, ECMWF shall:
30.7.1 reimburse the Contractor for any evidenced, reasonable and unavoidable third party cancellation/termination charges associated with the Service so terminated up to 100% of Access Line Charges for the remainder of the three (3) year Circuit Term; and
30.7.2 shall pay the equivalent of fifty percent (50%) of the Core Network and Management Charges, as defined on the Order Form, for each month remaining up to six years after the Operational Service Commencement Date.
30.8 Payments made by ECMWF pursuant to Clauses 30.4 to 30.7 shall be in full and final settlement of ECMWF’s liability for any such termination.
31 EXIT MANAGEMENT AND MIGRATION
31.1 ECMWF and the Contractor shall comply with the Exit Management requirements set out below.
31.2 Unless ECMWF otherwise requires, during the time between service of a notice of termination of this Contract, and such termination taking effect, the Contractor shall, in relation to that part of the Monthly Recurring Charges relating to Access Lines, take reasonable steps that are necessary and consistent with its continuing obligations to mitigate any losses, costs, liabilities and expenses which the Contractor may incur as a result of the termination, including to:
31.2.1 cancel all capital and recurring cost commitments in connection with the Implementation Plan and/or the provision of the Service on reasonable cost effective terms;
31.2.2 terminate all relevant contracts or the relevant parts of relevant contracts with its sub- contractors in connection with the provision of the Service on reasonable terms, having first
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ascertained from ECMWF whether such third party Access Lines are required to be transferred to ECMWF or Replacement Contractor;
31.2.3 reduce labour costs by the redeployment or release of Contractor Personnel to the extent possible in the circumstances.
31.3 If the Contractor does not fulfil its obligations in accordance with Clause 31.2, ECMWF shall not pay any sums in excess of those which ECMWF would have paid had such action been taken. Providing that where the Contractor utilises no fewer endeavours in achieving cost-effective and favourable terms for ECMWF or the respective AP in relation to Clause 31.2 than it would in its own commercial interests, the Contractor shall be compliant with such requirement.
31.4 In each and every case of termination or expiry of the Contract, ECMWF shall have the right to request that the Service to individual User Sites do not all cease at the same time to allow for orderly termination and/or migration to the Replacement Contractor. The Parties agree that if ECMWF wishes the Service at User Sites to cease piecemeal (rather than have a “big bang” cessation of the Service on expiry or termination of the Contract) it shall give the Contractor six months’ notice of its intention prior to termination or expiry of the Contract. After the expiry of such six months’ notice ECMWF and/or an Acceding Party (as applicable) shall give 30 calendar days prior notice of disconnection for each User Site. The terms and conditions of the Contract and/ or any Accession Agreement (as applicable) shall continue to apply beyond such termination or expiry to the extent necessary for the User to continue receiving the Service at the User Site and until such cessation, for the avoidance of doubt, the Contractor shall continue providing the Service to such User Sites, in accordance with the terms and conditions applicable to such User Sites as at the date of termination or expiry of the Contract and/or Accession Agreement (as applicable). However, the Contractor’s obligation to continue providing the Service aforesaid shall only apply for up to a maximum of 12 months following the date of termination or expiry of the Contract. Upon the cessation of the Service at the last remaining User Site, the Contractor shall no longer be obliged to provide the Service.
32 ASSIGNMENT
32.1 The Contractor shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Contract without the prior written consent of ECMWF.
32.2 The Contractor shall agree to any Acceding Party assigning, novating or otherwise disposing of its rights and obligations under an Accession Agreement to any body that has the authority to replace the Acceding Party, provided that ECMWF and the Contractor shall have consented in writing to such assignment or disposal and provided that such replacement body shall be liable for all outstanding and ongoing obligations of the Acceding Party under the relevant Accession Agreement.
33 WAIVER AND CUMULATIVE RIGHTS
33.1 The rights and remedies provided by this Contract may be waived only in writing by either Party’s duly authorised representative in a manner that expressly states that a waiver is intended, and such waiver shall only be operative with regard to the specific circumstances referred to.
33.2 Any failure to exercise or any delay in exercising a right or remedy by either Party shall not constitute a waiver of that right or remedy or of any other rights or remedies.
33.3 The rights and remedies provided by this Contract are cumulative and, unless otherwise provided in this Contract, are not exclusive of any right or remedies provided at law or in equity or otherwise under this Contract.
Contract ECMWF/2012/207 Page 33 (of 144) 34 RELATIONSHIP OF THE PARTIES
34.1 Nothing in this Contract is intended to create a partnership, or legal relationship of any kind that would impose liability upon a Party for the act or failure to act of the other Party, or to authorise either Party to act as agent for the other Party. Neither Party shall have authority to make representations, act in the name of, or on behalf of, or to otherwise bind the other Party.
35 CONFIDENTIALITY
35.1 The Contractor shall itself and shall procure that:
35.1.1 its subcontractors and Contractor Personnel shall use Confidential Information only for the purposes of this Contract;
35.1.2 its subcontractors and Contractor Personnel shall not disclose any Confidential Information to any third party without the prior written consent of ECMWF or, as the case may be, the relevant Acceding Party; and
35.1.3 its subcontractors and Contractor Personnel take all necessary precautions to ensure that all Confidential Information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Contract by its subcontractors and Contractor Personnel.
35.2 Each of the Acceding Parties and ECMWF warrants that it shall not disclose any Confidential Information of the Contractor to any third party without the prior written consent of the Contractor, except in the event of any Acceding Party being required by Law to disclose such Confidential Information when it shall aim to give the Contractor as much notice as practicable.
35.3 The provisions of Clauses 35.1 and 35.2 shall not apply to any information which:
35.3.1 is or becomes public knowledge other than by breach of this Clause 35;
35.3.2 is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;
35.3.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or
35.3.4 is independently developed without access to the Confidential Information.
35.4 Nothing in this Clause 35 shall be deemed or construed to prevent ECMWF, ECMWF Countries and all Acceding Parties from disclosing any Confidential Information obtained from the Contractor to any consultant, contractor or other person engaged by any of them in connection herewith, provided that the relevant party shall ensure that such consultant, contractor or other person is advised of the confidentiality thereof.
36 PUBLICITY AND BRANDING
36.1 The Contractor shall not without the prior written consent of ECMWF or the relevant User:
36.1.1 make any press announcements or publicise this Contract or its contents in any way; or
36.1.2 use ECMWF's name or brand, or any other User’s name or brand, in any promotion or marketing or announcement of orders.
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37 SEVERANCE
37.1 If any provision of this Contract or any Accession Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if they had been executed with the invalid, illegal or unenforceable provision eliminated. In the event of a holding of invalidity, most particularly one that is so fundamental as to prevent the accomplishment of the purpose of this Contract, ECMWF and the Contractor shall immediately commence good faith negotiations to remedy such invalidity.
38 FURTHER ASSURANCES
38.1 Each Party undertakes at the request of the other to do all acts and execute all documents which may be necessary to give effect to the meaning of this Contract.
39 ENTIRE AGREEMENT
39.1 The Contract constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the Parties in relation to such matters.
39.2 Each Party acknowledges and agrees that in entering into the Contract it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this Contract .
39.3 Nothing in this Clause 39 shall operate to exclude any liability for fraud or fraudulent misrepresentation.
40 CONTRACT DOCUMENTS
40.1 The Contract comprises the documents listed below. If there is any conflict between any such documents, the order of priority shall be:
40.1.1 the terms and conditions of this document including Schedule 1, Schedule 2, Schedule 3, Schedule 5, Schedule 6, Schedule 7, Schedule 8 and Schedule 12;
40.1.2 Schedule 4, Schedule 9, Schedule 10 and Schedule 11;
40.1.3 the Contractor’s Tender and any subsequent clarifications thereto (excluding the Contractor’s “Master Service Agreement”, “Schedule 1 – Interoute Terms and Conditions” and “Appx. A – Acceptable Use Policy”); and
40.1.4 the ITT Documentation and its subsequent amendments and clarifications. Where the subsequent clarifications extend the rights of either Party, then such clarifications shall be deemed to be part of the Contract;
40.1.5 Schedule 13.
41 THIRD PARTY RIGHTS
41.1 While the Contractor shall supply the Service to all Users, only ECMWF shall be entitled to enforce the Contractor’s obligations under this Contract towards ECMWF and all Users, and a person who is not a Party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.
Contract ECMWF/2012/207 Page 35 (of 144) 42 NOTICES
42.1 Any notices given under or in relation to this Contract shall be in writing, signed by or on behalf of the Party giving it and shall be served by delivering it personally or by sending it by recorded delivery or registered post or by fax to the address and for the attention of the relevant Party.
42.2 For the purposes of Clause 42.1 above the address and contact details of each Party shall be:
42.2.1 For ECMWF
ECMWF Shinfield Park, Reading. RG2 9AX UK For the attention of the Director-General
Telephone: 0118 949 9000 Facsimile: 0118 986 9450
42.2.2 For the Contractor
Interoute Communications Limited Walbrook Building 195 Marsh Wall London, E14 9SG UK For the attention of the General Counsel
Telephone: 020 7025 9000 Facsimile: 020 7025 9888
42.3 A notice shall be deemed to have been received:
42.3.1 if delivered personally, at the time of delivery;
42.3.2 in the case of registered/recorded post, two working days from the date of posting;
42.3.3 in the case of fax, on the day of transmission if sent before 16:00 hours of any working day and otherwise at 09:00 hours on the next working day and provided that, at the time of transmission of a fax, an error-free transmission report has been received by the sender;
42.4 In proving service, it shall be sufficient to prove that the envelope containing the notice was addressed to the relevant party at its address previously notified for the receipt of notices (or as otherwise notified by that party) and delivered either to that address or into the custody of the postal authorities as recorded delivery, registered post, or that the notice was transmitted by fax to the fax number of the relevant party at its fax number previously notified for the receipt of notices (or as otherwise notified by that party).
42.5 Either Party may change any details for services by notice as provided in this Clause 42.
43 DISPUTE RESOLUTION PROCEDURE
43.1 The Parties shall attempt to resolve any disputes arising out of or in connection with this Contract in accordance with the following.
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43.2 The Contractor shall continue to provide the Service in accordance with the terms of this Contract until such dispute has been resolved.
43.3 In particular, if any part of the Service falls below the requirements as set out in this Contract and the Contractor fails to implement a remedy as required by this Contract, then ECMWF shall be entitled to commence the following procedure:
43.3.1 Refer the matter in writing in the first instance (by ECMWF’s Head of Computer Division) for resolution to the Contractor’s Regional Client Director; should the matter not be resolved within seven calendar days, then
43.3.2 ECMWF may refer the matter to a Senior Director of the Contractor.
44 LAW AND ARBITRATION
44.1 The law of England shall govern the validity, construction and performance of the Contract. In the event of a dispute arising in connection with the Contract, the Parties shall attempt to settle their differences in an amicable manner. If any dispute cannot be so settled, it shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said rules. The arbitrators shall sit in London England and the proceedings shall be in English. In accordance with Clauses 45 and 69 of the Arbitration Act 1996, the right of appeal by either Party to the High Court on a question of law arising in the course of any arbitral proceedings or out of an award made in any arbitral proceedings is hereby agreed to be excluded.
44.2 Each of the Parties to this Contract and the parties to all Accession Agreements agree that arbitrators appointed in accordance with this Clause 44 shall have exclusive jurisdiction to hear any disputes. Each Acceding Party also agrees that in respect of the enforcement of any award made by such arbitrators it shall submit to the jurisdiction of the courts of England and/or the local courts of the Acceding Party whether or not such Acceding Party is entitled to claim state immunity which such Acceding Party agrees to waive.
Contract ECMWF/2012/207 Page 37 (of 144)
SCHEDULE 1 SERVICE DESCRIPTION
DEFINITIONS
“Backup Circuit” means the circuit defined as the backup circuit in the Order Form for a User Site, if applicable; “Contractor Partner Network” means Layer 3/MPLS connection provided by a partner of the Contractor; “Off-Net” means locations where the Contractor uses OLO circuits; “OLO” means Other Licensed Operators; “On-Net” means locations where the Contractor owns the fibre capacity; “Primary Circuit” means the circuit defined as the primary circuit in the Order Form for a User Site, if applicable; “Footprint” means the countries or territories within which the Contractor has a Point of Presence (POP)
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The Contractor will provide User Sites with the service as described below. 1 Overview
The Contractor will deliver a Global WAN for ECMWF and all User Sites, referred to as the RMDCN (Regional Meteorological Data Communications Network) as described within this Schedule.
The Contractor will deliver, manage and maintain an any-to-any private and secure MPLS network which will enable any-to-any communications in a resilient manner between connected User Sites. The Contractor owns and manages a single highly resilient Europe-centric global fibre network upon which is built several resilient network service platforms, including the multi-service Unified Communications Network as well as the single service Layer 3 MPLS network.
The service will include either resilient or non-resilient CPE devices, connected via tail circuits into the nearest Contractor POP, or resilient pair of POPs as per the defined site types. The connectivity between the User Site and the POP can either be achieved via dedicated Layer 2 circuits or secure Layer 3 connections as described further in section 2 below.
Once on the Contractor MPLS backbone, communication flows will be unrestricted within the single private VPN provided in accordance with the requirements for the RMDCN. Resiliency will be achieved by using dynamic routing (BGP) on the WAN and HSRP on the LAN. It will be possible to accept and propagate dynamic routing updates from the customer LAN equipment.
At the time of implementation, the RMDCN will be based on IPv4 Unicast.
Additional development will be required to enable IPv4 Multicast, IPv6 and IPv6 Multicast respectively.
2 WAN Topology
2.1 WAN Topology Overview
The WAN will be based around the Contractor high capacity core network, with User Sites connecting onto the core network via the Contractor IP POPs.
Where User Sites are Off-Net, connectivity between the User Site and the Contractor IP POP will either be provisioned using Layer 2 or Layer 3 connectivity. Layer 2 connectivity is either an end-to- end Layer 2 circuit from an OLO partner provider to the Contractor POP or NNI from where the Layer 2 circuit will be extended across the Contractor Infrastructure to an IP POP. Layer 3 connectivity traverses a Layer 3 partner network to an NNI from where the Layer 2 circuit will be extended across the Contractor infrastructure to an IP POP.
Where possible, direct Layer 2 connections are being proposed either via a partner NNI or directly into a Contractor POP. Alternatively network reach will be extended using Layer 3 MPLS partners via NNIs between these providers and the Contractor backbone.
Routing within the WAN constitutes an any-to-any topology, with all User Sites able to directly communicate with each other via the most direct IP Path without traversing a common Off-Net hub site on the RMDCN.
The table in Section 10 defines various elements of the Contractors service on a per country-bases, e.g. tier group, availability of Ethernet type circuits, etc.
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2.2 Access Circuits and Networks
To connect the User Sites to the Contractor core network, either Layer 2 access circuits or Layer 3 access Networks are used. The naming refers to the layer of ISO OSI Stack at which the connection is managed and manipulated between two points
2.3 Layer 2 Circuits
This type of connection ensures end-to-end guarantees in terms of bandwidth and transparency. Transport technologies are either Ethernet or SDH.
When a Layer 2 circuit is delivered across an underlying Layer 3 network, these properties may be lost and may require traffic management mechanism in order to guarantee service levels.
Two User Sites connected to the network by way of Layer 2 circuits will need to traverse a common Layer 3 node in order to communicate between each other. The Layer 2 circuit can either be a single point-to-point circuit into a Contractor POP, or can be delivered via an NNI. The difference in delivery makes no difference in functionality.
For the RMDCN, resiliency will be achieved by implementing diversely routed un-protected Layer 2 circuits, rather than a single protected circuit.
The diagram below depicts an example of a Layer 2 circuit implementation. Actual implementations may vary and as such the diagram is for illustrative purposes only.
2.4 Layer 3 Connections
A Layer 3 connection is a connection into a local, regional, or intermediate, MPLS network. This MPLS network will always connect back onto the Contractor backbone via an NNI. Layer 3 connections allow for local routing between two connected User Sites. This allows for User Sites to be able to communicate directly among each other without traversing the Contractor backbone as long as they are connected via the same Layer 3 Contractor Partner Network.
Contract ECMWF/2012/207 Page 41 (of 144) Layer 3 networks offer no guarantees in terms of bandwidth, throughput or delivery sequence of IP packets. The application of QoS mechanisms can deliver a level of assurance based on different Classes of Service.
Each Layer 3 provider is likely to have a unique set of acceptable QoS profiles. There is no common QoS among providers and therefore the compatibility of these profiles between Layer 3 networks cannot be guaranteed. As QoS is a per hop implementation there is no end-to-end bandwidth or performance guarantee associated with the implementation of QoS.
Please refer to section 4.2 for more information on QoS.
The diagram below depicts an example of how a Layer 3 connection would be implemented. Actual implementations may vary and as such the diagram is for illustrative purposes only.
2.5 Access Selection Methodology
The selection between Layer 2 and Layer 3 access is based around availability, cost and functionality. When the benefits of a layer 2 circuit get offset by the increased cost for delivery over longer distances a layer 3 connection may be chosen instead if it is a more cost effective or functionally suitable option. Several remotely located locations can also benefit from the local any-to-any nature of a Layer 3 access network. Therefore it will be more likely to find Layer 2 circuits connecting locations that are on or near the Contractor footprint and Layer3 connections to locations that are further away from the Contractor footprint.
2.5.1 Circuit type definitions
The access methods described above will be physically expressed at each User Site location in the form of a “Tail Circuit” or “Last Mile Access Circuit”.
2.5.2 Tail Circuit
A tail circuit or last mile access circuit is the part of the connection that enters the customer premises. Tail circuits may require termination on an NTE, which will then present the circuit in the agreed method to the CPE. This circuit may be one of the following categories used to describe circuits in the context of the RMDCN.
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a) Leased Lines
For the purpose of the RMDCN, Leased Lines describe a collection of circuits that mostly use SDH or PDH at their physical signalling layer and may be presented by the NTE as per the x.21, v.35 or G.703 standards. These circuits represent two main capacity categories - E1 or T1 which are 2Mbps or 1.5Mbps respectively and E3 or T3 which are 34Mbps and 45Mbps respectively. T1 and T3 circuits are the standard delivery in Japan and North America, whereas E1 and E3 are mostly found in Europe and other regions of the world outside of Japan and North America. Each operator in a region will have its own preference as to which standard they would follow and variations may occur within a region. For the RMDCN, Leased Lines will be limited to E1 and T1 circuits.
It is also possible to bond multiple single circuits to create one larger circuit. This is mostly feasible up to 3 circuits after which it becomes commercially and operationally more feasible to migrate to a higher capacity circuit in the majority of cases.
Where the requirement is to connect a User Site to the network at speeds of 4Mbps or less, Leased Lines will be considered.
b) Ethernet Circuits
Ethernet circuits may use optical or electrical signalling at the physical layer, with Ethernet framing at the transport layer. The NTE may present the circuit as copper or Fibre to the CPE router. It should not be assumed that an Ethernet tail circuit will be Fibre Optic as it may be provisioned over a copper circuit depending on what infrastructure has been deployed by the local telecom providers.
For the purposes of the RMDCN, Ethernet circuits are available in 3 main variants based on the bandwidth of the circuit:
10Mbps Ethernet Circuit: (Referred to as Ethernet)
These circuits present an interface with a 10Mbps interface. They may be used to connect User Sites with bandwidths from 2Mbps up to 10Mbps
100Mbps Ethernet Circuits: (Referred to as Fast Ethernet)
These circuits present an interface with a 100Mbps interface. They may be used to connect User Sites with bandwidths from 10Mbps up to 100Mbps
1Gbps Ethernet Circuits: (Referred to as Gigabit Ethernet or “Gig E”)
These circuits present an interface with a 1Gbps interface. They may be used to connect User Sites with bandwidths from 100Mbps up to 1Gbps although in exceptional cases lower bandwidths, such as 50Mbps, may be provisioned.
In all the cases above where the actual bandwidth served to the User Site is different to that of the circuit speed, this differentiation is denoted by referring to a bearer or circuits speed versus the CIR or Provisioned Bandwidth. This may also be referred to as a “throttled” circuit.
Contract ECMWF/2012/207 Page 43 (of 144) c) DSL (Digital Subscriber Line)
DSL refers to a collection of broadband technologies to achieve speeds higher than traditional dial-up modems across traditional PSTN copper pairs – sometimes referred to as xDSL. In contrast to Leased Lines and Ethernet, some DSL types do not require an NTE, but terminate directly on the CPE if that CPE has an in-built modem.
It is very important to note that the bandwidth available on a DSL circuit is dependant on 4 key factors.
• The length of the metallic path - the longer the distance, the smaller the bandwidth. • The quality of the circuit – if the conductivity of the metallic path is compromised the available bandwidth will be lower than optimal. • Environmental factors such as EMI, heat and moisture • Contention Ratio – The more subscribers, the smaller the throughput
The most common DSL technologies which are likely to be used on the RMDCN are as follows:
ADSL (Asymmetric DSL)
ADSL delivers a larger amount of bandwidth in the download direction (towards the User Site) than in the upload direction. With ADSL the metallic path runs from the customer premises to the local exchange. Download speeds may be as high as 8Mbps in perfect conditions with upload speeds up to 800Kbps.
SDSL (Symmetric DSL)
SDSL delivers the same bandwidth in both directions, usually up to 2Mbps and may be used as a substitute for a Leased Line in extreme cases.
VDSL (Very high speed DSL)
In contrast to ADSL and SDSL where a traditional PSTN copper pair is used as a metallic path between the customer premises and the Local Exchange, VDSL typically uses the metallic path (Twisted Copper Pair or Coaxial Cable) to an onsite or near site deployed ONU (Optical Network Unit) from where the signal or data path is then propagated to the exchange via high capacity circuits. Download speeds of up to 50Mbps and upload speeds of up to 3Mbps are achievable.
With reference to the RMDCN it is important to note that a User Site where ADSL is deployed may be subject to an upgrade to VDSL as carriers and local providers deploy the newer technologies.
2.6 Resiliency
The Contractor Network is highly resilient as are the NNIs with trusted partner providers for extending the reach of the Contractor network. As such the Contractor can provide both resiliency in the core of the network as well as resiliency at User Site level where possible. Potential User Site topologies will be described later in this document.
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2.6.1 Core Network Resiliency
The Contractor core network is built with resiliency at physical and logical topology layers. All core nodes are diversely connected on the Contractor fibre core. At an IP layer, all IP POPs are built resiliently and the Contractor uses mechanisms to fail over seamlessly should an outage occur in the network.
2.6.2 User Site level WAN Resiliency
At User Sites where resiliency is required, two tail circuits will connect the User Site to two Contractor POPs where this is possible. In the RMDCN, the maximum resilience requirement is for two circuits to two Contractor POPs as described in the Site Types section 5.
a) Physical WAN Resilience (Tail Circuits)
The Contractor will procure two diverse circuits where possible from the same local supplier to ensure last mile separation from the User Site to diverse access nodes.
Access nodes refer to the remote termination of the Access Line from the User Site. These may be Contractor POPs, 3rd party provider POPs or an OLO telecom exchange.
Prerequisites for such resilience include having diverse access points into the User Site premises. Therefore it is only possible to confirm the availability and accurate costs once a site survey has been completed with a physical inspection. In some cases a confirmation from the User Site contact will be sufficient for a preliminary investigation. The industry standard being that a complete and full site survey is only completed after placing of an order.
Another prerequisite is that the local tail provider has diverse paths to two diverse local access points. “Local” in this case can be metropolitan, provincial, national or regional, depending on the density of the last mile provider access points. Where it is not feasible to have a second access circuit from the same provider, either due to lack of infrastructure or high costs, a second local tail provider will be preferred for the second circuit.
Resilient tail circuits will be terminated on dual CPEs
Dual Circuit and Dual CPE
Contract ECMWF/2012/207 Page 45 (of 144) b) Physical WAN Resilience (CPE Devices)
Where the chosen Site Type requires two CPE devices, the Contractor will deploy two appropriate devices that will each terminate a WAN circuit. It is recommended that the CPE devices be connected to independent power feeds where possible.
c) Logical WAN Resilience (Routing)
The Contractor will implement eBGP as a routing protocol to ensure dynamic routing across the two tail circuits connecting to the CPE(s).
The Contractor uses BGP Metrics to achieve the preference of one network path (or circuit) over another for traffic flowing towards the User Site. These metrics can either be MEDs (default) or AS Prepend.
The standard timers used within the Contractor network for PE/CPE routing updates is “10 30”, translating into a keepalive interval of 10 seconds and a hold time of 30 seconds. This will result in the route to the LAN via the Primary circuit being withdrawn after 30 seconds or 3 missed keepalives.
By default, the Contractor deploys an “Active/Passive” configuration such that traffic for the entire User Site network range is routed across the Primary circuit and the Backup Circuit is only used in the event of a failure in the Active/Primary circuit for the User Site. For Active/Active deployments, please refer to the section 4.1.
3 LAN Topology
The Contractor will deploy several LAN topologies for the RMDCN as dictated by the specified Site Types described below.
As standard all RMDCN WAN routers managed and delivered by the Contractor will be configured with a single Physical WAN and a single Physical LAN Interface. The exception to this will be the 800 series delivered for Iron site types. The delivery of two physical interfaces on the LAN is therefore always non standard and will attract additional charges to be brought into service on a case by case basis.
3.1 Single CPE LAN deployment
Single CPE devices will be deployed where required by a User Site in accordance to the site type selected for a specific location. The CPE may present several VLANs if required.
Typical deployments may include:
A single CPE with a Single LAN environment A Single CPE with multiple VLANs
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3.2 Dual CPE LAN deployment
Dual CPE devices will be deployed with HSRP configured on the LAN to ensure high availability between the two CPEs. By default only a single HSRP group will be configured with an Active and standby configuration that matches the WAN topology to ensure symmetric routing of traffic across multiple circuits.
Should a User Site require a different configuration, the Contractor can configure more than one HSRP group to present more than one gateway address on the LAN. These groups may use different CPEs as Active/Passive thereby giving the opportunity to use both circuits simultaneously. For Active/Active deployments, refer to section 4.1.
Such a configuration will be deployed as an additional piece of work and may attract additional charges.
Three types of deployments are defined.
a. A single LAN/VLAN environment This is the most common deployment and is the standard with a single HSRP Group default that is deployed by the Contractor. This is a standard HSRP configuration with a single LAN where all traffic from the LAN will exit onto the WAN via the Primary router during normal operation. During failure of the Primary CPE or WAN Circuit, all traffic will then exit the LAN via the secondary CPE. During failure of the secondary circuit or CPE there will be no change in the flow or traffic between the LAN and the WAN
b. A single LAN/VLAN with two In this deployment mode, two HSRP groups are Independent HSRP groups. implemented independently of each other such that the Primary router for one HSRP group can be either the Primary or Backup router for the other. If deployed in such a way that the HSRP groups are opposing, this can facilitate load sharing across the two circuits as described in Section 4.1.
During failure of the Primary path for any configured group, the router associated with the Backup path for the affected group or groups will accept traffic destined for the WAN for the affected group or groups. During failure of the secondary circuit or CPE associated with any group there will be no change in the flow or traffic between the LAN and the WAN.
c. A LAN Environment consisting of In this deployment mode, multiple VLANs will be Multiple VLANs, each with their configured, each VLAN will have an independent HSRP own HSRP setup.(VLANs are configuration such that it is possible to alternate the trunked onto CPE) Primary and Backup CPE for each VLAN. If deployed in such a way that the HSRP groups are opposing, this can facilitate load sharing across the two circuits as described in Section 4.1.
Contract ECMWF/2012/207 Page 47 (of 144) 3.3 IP Addressing and Routing
LAN addressing can either be statically configured on the CPE for each User Site or dynamically exchanged between the CPE and customer managed equipment. Between the CPE and the rest of the WAN these routes from the LAN will be exchanged using BGP.
3.3.1 Statically configured LAN Networks
The Contractor will configure the CPE to advertise a predefined network range for LAN networks to be advertised into the WAN from a given User Site. There will be no dynamic updates between Customer LAN devices and the CPE. To change information about the location of a LAN IP address, IP Address Range or Network, will require change of configuration on the CPE device. By default the routing information will be configured to advertise all addresses via the Primary circuit. Should the customer prefer to have some ranges advertised via the Backup circuit as a preferred path, this may be requested as a non- standard element and can be used to enable the use of Primary and Backup circuits at the same time. Please refer to Section 4.1 for load-sharing
Single Circuit Topology with Static LAN IP Ranges
Dual Circuit Topology with Static LAN IP Ranges
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3.3.2 Dynamically updated LAN Networks
The Contractor will configure the CPE to peer with and accept dynamic routing updates from customer LAN equipment. The routes learned from the customer LAN equipment will then be redistributed into the BGP routing tables exchanged with the PE and the rest of the WAN. Using this method the customer may choose to advertise any Network, Subnet or IP Address via either circuit as preferred. The following routing protocols are accepted as standard:
• BGP • RIPv2 • EIGRP
In addition it is also possible to request support for OSPF which, if and when required, will need to be technically and commercially agreed between the Contractor and ECMWF.
Single Circuit Topology
Dual Circuit Topology
Contract ECMWF/2012/207 Page 49 (of 144) In the case of two circuits (and as a consequence two CPEs) per User Site, HSRP will not be configured, but routing updates between devices will ensure the selection of the best available path(s).
In addition, if the User Site needs to have common network routes from different locations manipulated or filtered within the WAN, this will be addressed on a case by case basis as a non-standard configuration project.
3.3.3 IP Addressing and IP Address assignment
The private nature of the MPLS network allows ECMWF and the User Sites to deploy an IP Addressing scheme of their choice independently of any other organisation that the Contractor may be serving. It is recommended to deploy Private Addressing as per RFC 1918. Alternatively the Contractor can provide Provider Aggregatable (PA) or Provider Independent (IP) IP Ranges in accordance to the RIPE rules.
If the User Site wilfully or accidentally deploys un-allocated Public addresses or Public Addresses that are not allocated to the RMDCN, the Contractor cannot be held responsible for any unreachable destinations outside of the RMDCN on the Internet.
4 Traffic and Congestion Management
The Contractor deploys QoS as a congestion management mechanism and offers the option to use both Primary and Backup circuits in an Active/Active mode to and from User Sites that have dual circuits in contrast to the default deployment of Active/Passive, where only the Primary circuit is used during normal operations.
4.1 Enabling Load-Sharing
By default the Contractor will deploy dual circuit connected sites in an Active/Passive configuration. This allows the site to use the full bandwidth of the Primary circuit during normal operation while the secondary or Backup circuit remains dormant. This is to ensure that the User Site will have the best possible experience even in the event of a failure in the Primary circuit.
The Contractor does however recognise that the User Site may want to utilise both Primary and Backup circuits simultaneously in an Active/Active configuration and as such the Contractor allows for that by way of routing some traffic via the Primary circuit and some via the Backup circuit.
For this method to work as an Active/Active deployment, it is necessary to have multiple address ranges defined at the User Site. These address ranges may be completely different networks or one network broken down into two or more subnets. The traffic to and from the specific networks or subnets will then be routed via the preferred path.
When deploying such a configuration there are always two elements to consider: Outbound traffic flows and Inbound traffic flows.
a) Outbound traffic flows
Outbound traffic flows refer to the path that traffic will take when leaving the site and going towards the WAN. This is influenced by two factors, depending on whether the two CPEs are set up using HSRP with static routing or connected to a customer device(s) with which it exchanges routes.
In a statically routed environment two or more HSRP Groups will be set up in concert with the associated subnets for those HSRP groups. Each HSRP Group will have an alternate CPE as its Primary device. The Primary CPE will therefore be the CPE via which the traffic will
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traverse to the WAN. In the event of failure of a single path, only the HSRP group with that failed path as its Primary will be affected. All traffic for all HSRP groups will then fail to the remaining path.
Default Active/Passive with Single HSRP Group:
Active-Active with Multiple HSRP Groups
Contract ECMWF/2012/207 Page 51 (of 144) In a dynamically routed environment the CPE will accept the traffic forwarded from the User Site LAN devices. Should a circuit or router fail, this route will no longer be available for the customer device to forward traffic across and as such the customer device will then forward traffic over the remaining existing device. The same principles apply as for a statically routed environment in that each circuit is Primary for only part of the networks residing at or beyond that User Site.
b) Inbound or return traffic flows
Traffic that will be going from the WAN to the User Site will follow the path as defined by the routing information. This will rely on the PE or the POP that advertise the preferred path for the destination address.
In order to define the preferred route to get to the destination address, three different non- exclusive ways can be used:
• Dynamically advertised from the CPE to the PE, based on the routing updates from the customer equipment • Statically configured in the CPE and advertised to the PE • Statically configured in the PE
Asymmetric traffic flows are undesirable and as such should be avoided to ensure a stable and well functioning network environment. To avoid asymmetric routing it is very important that the configuration of the inbound and outbound traffic flows is symmetric in nature. During the Functional Acceptance Tests, ECMWF and/or the User Site will check that the routing configuration is correct, and that traffic flows are symmetric.
4.2 Congestion Management (QoS)
The Contractor implements five classes of service, of which one is reserved for management and four are available for customer usage. The table below will be valid for all On-Net and Layer 2 connected User Sites. Layer 3/MPLS connected User Sites will vary depending on the OLO used. When possible, the Contractor will implement the closest possible match to the requested QoS scheme for these Layer 3/MPLS connected User Sites.
MPLS Service Weighting for Traffic Class Description Experimental Layer 2 User Sites bits
All traffic related to Routing Management protocols and The Contractor 6 & 7 10% Traffic management traffic.
Real-time traffic that is Priority 5 0% sensitive to delay and jitter.
Critical (D1) Critical application traffic 4 60%
Premium (D2) Premium application traffic 2 20%
Standard (D3) All traffic by default. 0 10%
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In the situation when there is no congestion and there is less than 10% of the bandwidth being utilised by the Management Traffic, the unused part of the management Traffic Class is available for User Site traffic in the other Traffic Classes.
Traffic is classified according to a User Site specific definition, using the following parameters:
• IP Addresses: The source and destination network or host addresses associated with the traffic.
• Protocol/Port: The source and destination network protocol based upon either a TCP or UDP port number.
• Logical Service Identifier: Resolving name servers provided for end-users.
User Site traffic is queued independently on the CPE device’s WAN interface, based upon the classification, to be serviced by a reserved set of resources. In the event of available forwarding capacity on the outgoing interface, all traffic classes compete fairly for the remaining resources. TCP- based weighted RED mechanisms are applied to Standard, Premium and Critical traffic classifications.
Contract ECMWF/2012/207 Page 53 (of 144) 5 Site Types
Six Site types for the deployment of the RMDCN have been identified:
• Platinum • Gold • Silver • Bronze • Copper • Iron These Site Type topologies are described in the table below and are subject to survey and availability per location.
Platinum
Platinum User Sites are defined as having the following specification:
• Identical Primary and Backup Ethernet or leased line access circuits • Identical bandwidth across both access circuits • Circuits can be configured in Active/Passive or Active/Active (by way of split subnets) traffic flow mode • Access circuits are delivered via dual PoPs (diversity), dual exchanges to dual CPE (resilience) with the guarantee of circuit separacy from CPEs to PEs
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Gold
Gold User Sites are defined as having the following specification:
• Identical Primary and Backup Ethernet or leased line access circuits • Identical bandwidth across both access circuits • Circuits can be configured in Active/Passive or Active/Active (by way of split subnets) traffic flow mode • Access circuits are delivered via dual PoPs and dual exchanges where possible. Circuits are connected to dual CPEs
Silver
Silver User Sites are defined as having the following specification:
• Primary and Backup Ethernet or leased line access circuits • Lower speed bandwidth on Backup access circuits, compared to the Primary • Circuits are configured in Active/Passive traffic flow mode • Access circuits are delivered via dual PoPs and dual exchanges where possible • Circuits are connected to dual CPEs
Contract ECMWF/2012/207 Page 55 (of 144) Bronze
Bronze User Sites are defined as having the following specification:
• Primary Ethernet or leased line access circuit • Low-grade Backup access circuit using xDSL, wireless, or Internet VPN • Circuits are configured in Active/Passive traffic flow mode • Access circuits are delivered via dual PoPs and dual exchanges where possible. Circuits are connected to dual CPEs
Copper
Copper User sites have the following specification:
• Primary Ethernet or leased line access circuit with no Backup circuit
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Iron (Type A)
Iron (type A) User Sites have the following specification:
• IPSec connectivity over Internet connection provided by the Contractor • May have an additional CPE Device depending on the available Internet connectivity in that location.
Iron site (Type B)
Iron (type B) User Sites have the following specification:
• IPSec connectivity over Internet connection provided by the User Site • Internet connectivity needs to adhere to the following parameters; o Connections should be statically addressed with publicly routed IPv4 Addresses. o There should be no NAT within the provider network o There should be no port filtering within the provider network.
Contract ECMWF/2012/207 Page 57 (of 144) 6 CPE
The Contractor has a variety of devices that are deployed as standard, depending on the functionality required by the end user. In the case of the RMDCN, the Contractor portfolio of Cisco CPE will be the most suitable for the deployment of the Network.
For standard IPv4 site deployments, the following devices will be implemented:
Circuit Speed: Standard CPE:
Up to 1Gbps Ethernet Cisco ASR1001 or equivalent
Up to 300Mbps Ethernet Cisco 3925 or equivalent
Up to 100Mbps Ethernet Cisco 1921 or equivalent
2Mbps (E1) Cisco 1921 or equivalent
Cisco 1921, Cisco 881, Cisco 887 or IPSec up to 10Mbps equivalent
Note that these devices may need to change with the introduction of Multicast and/or netflow monitoring, depending on the additional estimated load on the devices.
7 Netflow
The standard sampling rate used by the Contractor is 100. This means that one out of every 100 packets will be sampled and analysed. With the exception of the 800 series Cisco devices, the hardware devices listed above are deemed suitable by the Contractor to perform their function as CPE router and collect Netflow data at the rates specified.
8 Other services elements
The elements listed here are either still in development on the Contractor roadmap, in partial deployment, or require additional development as non-standard features, Each element may be subject to additional charges, and would be tailored to match particular RMDCN need.
8.1 Multicast
In its standard offer, the Contractor deployment of multicast is to provide a single non-resilient Rendezvous Point (RP) that is dedicated to the customer. The multicast traffic is then tunnelled between the sites and the RP in a start topology with the RP forming the central point.
The Contractor supports the following as standard in the multicast deployment:
• Single source • Up to 5 groups • Up to 50 sites • The following protocols are supported:
o Protocol Independent Multicast-Sparse Mode (PIM-SM). o IGMP Version 2 for group memberships. o Multi-Protocol BGP (MBGP) with Multicast capability. o RPF checks for group to RP mapping.
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o RPF checks for Multicast source address. o Static RP assignment. o Shared tree built over GRE Point to Point tunnel with RP as the root.
These figures act as a guide and are dependent on circuit sizes and the volume of traffic required.
This standard offer is not compliant with the requirements of the RMDCN. When and if necessary, the Multicast solution will require additional professional services from the Contractor. The technical team of the Contractor will be working with ECMWF to find a suitable solution to accommodate the Multicast requirements. Once technically and commercially agreed by both parties.
8.2 IPv6
The Contractor currently operates a dual stack infrastructure across the IP Transit network. A current program is underway to deploy IPv6 capability across the entire network. The interim approach is for IPv6 to be tunnelled across the IPv4 network. The Contractor plans to complete the roll-out of IPv6 across the network in line with industry and market developments.
When and if necessary, IPv6 deployment for the RMDCN will require additional professional services from the Contractor. The technical team of the Contractor will be working with ECMWF to find a suitable solution to accommodate the requirements. Once technically and commercially agreed by both parties.
8.3 Non-Standard Netflow rates
As standard the Contractor will configure the CPE with a netflow sampling rate of 1 out of every 100 packets. When and if necessary, higher netflow rates (between 1 and 99) can be tested and will require additional professional services from the Contractor. Once technically agreed, higher netflow sampling configuration will be included in the present Schedule.
8.4 Active/Active option
By default, all User Sites using two CPE devices will be configured in an Active/Passive mode. The Contractor offers, as an option, to configure User Sites with two CPE devices in an Active/Active mode. For this option to be available, additional Service Charges, as detailed in Schedule 7 are payable.
8.5 Access to CPE Device for Monitoring and Troubleshooting
The Contractor will provide ECMWF and User Sites with the following monitoring and troubleshooting tools: • read-only SNMP access to all parameters available in any of the Management Information Bases on all CPE routers deployed as part of the RMDCN • read-only Command Line Interface (CLI) access to all CPE routers that allow for the execution of troubleshooting commands such as “show ip route”, “traceroute”, “ping”… • access to up-to-date configuration files for all CPE routers.
For each CPE, SNMP access will be limited to one (1) IP address from ECMWF and to one (1) IP address of the User Site where the CPE is installed. In order to avoid any impact on the performance of the CPE, ECMWF and/or the User Site should wait at least 5 minutes between two successive SNMP requests. If the Contractor detects service degradation due to excessive SNMP requests originating from ECMWF and/or the User Site, the Contractor may suspend SNMP access and will notify ECMWF and/or the User Site.
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8.6 Device Management
In order to support the operations requirements of the RMDCN, the Contractor will deploy and maintain the most suitable IOS release on all CPE routers.
The Contractor will utilize appropriate versions of IOS for CPE routers on all managed IP VPN customer solutions to ensure appropriate operations and solutions availability. The maintenance of these standards are essential to providing quality and operation performance of the Contractors services and products. Deviation from the CPE IOS standards for managed IP VPN solutions requires a complete operations release and necessary controls to assure both ECMWF and the Contractors product and service quality and contract terms and conditions.
Any upgrade, replacement or repair of an existing CPE or associate IOS non-compliant with the Contractors standard or the agreed IOS will be completed in coordination with User Sites to limit service disruption and may be subject to additional charge.
Any upgrade to deliver new or additional service functionality outside the Contractor standards or agreed contract conditions may result in additional charges dependent on costs and complexity to maintain RMDCN services.
8.7 Life Cycle Management (LCM)
The Contractor will provide ECMWF with access to a member of the Contractors Sales Engineering Team, who will have relevant Cisco Expertise needed to support the RMDCN. The Project Manager and/or the Sales Account Managers remain the primary relationship manager. Along with the Customer, they all benefit from the expertise of the member of the Contractors Sales Engineering Team. It should be noted that, within the LCM Service, there may be direct contact between the member of the Contractors Sales Engineering Team and the Customer. These contacts can be triggered via the primary relationship manager only.
9 DMVPN backup solution
The Contractor endeavours to make reasonable efforts to facilitate the deployment of the DMVPN infrastructure, as described below.
The Contractor will not be held responsible of the DMVPN network service levels.
Dynamic Multipoint VPN (DMVPN) is a proprietary Cisco Internetwork Operating System (IOS) solution for building IPSec and GRE (Generic Routing Encapsulation) VPN that relies on two Cisco technologies: Next Hop Resolution Protocol (NHRP) and Multipoint GRE Tunnel Interfaces. In the context of the RMDCN, the DMVPN infrastructure (or network) is an additional backup option that is entirely managed by ECMWF and the interested User Sites and does not form part of the service provided by the Contractor. The Cisco routers used, as part of the DMVPN infrastructure, will not be installed, managed or maintained by the Contractor.
Once a RMDCN User Site is deployed in the DMVPN infrastructure, it has one additional backup option that allows it to send the operational RMDCN traffic towards all the other RMDCN User Sites through the Internet via the DMVPN infrastructure in a fast, automatic and reliable way.
The DMVPN topology is based on a single DMVPN Dual Hub star topology. The sites deployed in the DMVPN infrastructure are of two types:
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i. Hub site: ECMWF acts as the primary DMVPN Hub site and Sweden acts as a secondary DMVPN Hub site. Hub sites have permanently-established DMVPN IPSec tunnels to all Spoke sites and between themselves.
In addition, ECMWF acts as a gateway site between the RMDCN and DMVPN networks.
ii. Spoke site: A Spoke site is any RMDCN User Site other than ECMWF that is deployed in the DMVPN infrastructure. A Spoke site has permanently-established DMVPN IPSec tunnels with the Hub sites. It has to be noted that Sweden is also a Spoke site to ECMWF.
As a general rule, when a Spoke site experiences total isolation from the RMDCN, the DMVPN infrastructure is used to carry the operational traffic as follows:
• Hub-to-Spoke traffic uses the already establish DMVPN IPSec tunnels, • Traffic between a Spoke site and a non-DMVPN site goes through ECMWF using the already establish Hub-to-Spoke DMVPN IPSec tunnels. • Spoke-to-Spoke traffic uses on-demand dynamically-established DMVPN IPSec tunnels. Although a standard DMVPN set up has been established, the exact DMVPN configuration depends on the Site Type and the User Site’s local network topology. As an example, the configuration is different according to whether the site is using a dynamic routing protocol on the LAN. Therefore, the exact configuration and the changes that need to be implemented on the Contractor CPE and PE routers are to be defined in coordinated effort between ECMWF, the Contractor and the User Site.
The following general elements apply regarding the RMDCN DMVPN infrastructure:
• All User Sites could be connected to the DMVPN infrastructure by deploying a single DMVPN router, subject to a technical validation by the Contractor; • The CPE router, the DMVPN router and the “Local LAN device” have to be connected to the same physical segment; • The IP address of the DMVPN router must be within the same IP range as the one used for the CPE router(s)’s IP addresses, i.e.: within the same “directly connected network”; • The EIGRP dynamic routing protocol is to be used between the CPE router(s) and the DMVPN router; • The User Site can either use EIGRP or HSRP to re-route the operational RMDCN traffic between the RMDCN and the DMVPN networks; • BGP community tagging and propagation features are to be used for the propagation of the DMVPN-related routing information between the CPE and PE routers.
Contract ECMWF/2012/207 Page 61 (of 144) 10 Country specific details
The table below lists various details for countries.
RTD (in ms) to Ethernet available On-/Off- Interoute Interoute POP Number User Site Tier as Access Line Footprint Primary Secondary circuit circuit 1 Australia Yes 2 Off-footprint 380 260 2 Austria Yes 1 On-footprint 30 30 3 Belgium Yes 1 On-footprint 30 30 4 Bulgaria Yes 1 On-footprint 30 30 5 China Yes 2 Off-footprint 300 250 6 Croatia Yes 2 Off-footprint 75 70 7 Czech Republic Yes 1 On-footprint 30 30 8 Denmark Yes 1 On-footprint 30 30 9 ECMWF Yes 1 On-footprint 30 30 10 Estonia Yes 1 Off-footprint 75 50 11 EUMETSAT Yes 1 On-footprint 30 30 12 EUMETSAT- EUMETCast Yes 1 On-footprint 30 30 13 Finland Yes 1 Off-footprint 85 85 14 France Yes 1 On-footprint 30 30 15 Germany Yes 1 On-footprint 30 30 16 Greece Yes 2 Off-footprint 150 100 17 Hungary Yes 1 On-footprint 30 30 18 Iceland Yes 1 Off-footprint 150 180 19 India Yes 3 Off-footprint 250 380 20 Ireland Yes 1 On-footprint 30 30 21 Israel Yes 2 Off-footprint 160 170 22 Italy Yes 1 On-footprint 30 30 23 Japan Yes 1 Off-footprint 250 350 24 Jordan Yes 3 Off-footprint 200 200 25 Latvia Yes 1 Off-footprint 80 55 26 Lebanon Yes 3 Off-footprint 160 160 27 Lithuania Yes 1 Off-footprint 85 60 28 Luxembourg Yes 1 On-footprint 30 30 The former Yugoslav 29 Republic of Macedonia Yes 2 Off-footprint 60 40 30 Morocco Yes 3 Off-footprint 85 TBC *) 31 Netherlands (The) Yes 1 On-footprint 30 30 32 Netherlands-DR (The) Yes 1 On-footprint 30 30 33 Norway Yes 1 On-footprint 30 80 34 Poland Yes 1 On-footprint 30 30 35 Portugal Yes 1 Off-footprint 150 150 36 Romania Yes 2 On-footprint 30 30 37 Russia Yes 3 On-footprint 120 120 38 Serbia Yes 2 Off-footprint 85 85
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RTD (in ms) to Ethernet available On-/Off- Interoute Interoute POP Number User Site Tier as Access Line Footprint Primary Secondary circuit circuit 39 Slovakia Yes 2 On-footprint 30 30 40 Slovenia Yes 2 Off-footprint 70 50 41 South Africa Yes 3 Off-footprint 250 260 42 South Korea Yes 2 Off-footprint 350 75 43 Spain Yes 1 On-footprint 30 30 44 Sweden Yes 1 On-footprint 30 30 45 Switzerland Yes 2 On-footprint 30 30 46 Turkey Yes 2 On-footprint 30 30 47 United Arab Emirates Yes 3 On-footprint 30 30 48 United Kingdom Yes 1 On-footprint 30 30 49 United States of America Yes 1 On-footprint 10 10 50 Albania Yes 3 Off-footprint 75 75 51 Algeria Yes 3 Off-footprint 90 TBC *) 52 Argentina Yes 3 Off-footprint 200 200 53 Armenia Yes 3 Off-footprint 200 300 54 Azerbaijan Yes 3 Off-footprint 250 300 55 Belarus Yes 3 Off-footprint 150 85 56 Bosnia and Herzegovina Yes 2 Off-footprint 80 100 57 Brazil Yes 3 Off-footprint 200 200 58 Canada Yes 2 Off-footprint 150 150 59 Cyprus Yes 2 Off-footprint 120 100 60 Egypt Yes 3 Off-footprint 160 160 61 French Polynesia No 3 Off-footprint 500 TBC *) 62 Georgia Yes 3 Off-footprint 200 140 63 Iran No 3 Off-footprint 700 TBC *) 64 Kazakhstan Yes 3 Off-footprint 200 250 65 Kenya Yes 3 Off-footprint 220 220 66 Malta Yes 1 On-footprint 30 50 67 Moldova Yes 2 Off-footprint 85 85 68 Montenegro Yes 3 Off-footprint 50 50 69 New Caledonia No 3 Off-footprint 400 TBC *) 70 New Zealand Yes 1 Off-footprint 250 450 71 Saudi Arabia Yes 3 Off-footprint 220 380 72 Syrian Arab Republic No 3 Off-footprint 200 200 73 Tunisia Yes 3 Off-footprint 100 TBC *) 74 Ukraine Yes 3 Off-footprint 180 160
*) to be confirmed in the Order Form
Contract ECMWF/2012/207 Page 63 (of 144)
11 Glossary Of Terms
The table below contains a glossary of terms, acronyms and definitions relevant to the RMDCN.
Acronym/Term Meaning ACL Access Control List ADSL Asymmetric Digital Subscriber Line AES Advanced Encryption Standard ARP Address Resolution Protocol ATM Asynchronous Transfer Mode BGP Border Gateway Protocol (routing protocol) Bi-directional PIM - allows trees to scale to an arbitrary number of Bi-dir PIM sources. One-to-all transmission where the source sends one copy of the Broadcast message to all nodes, whether they wish to receive it or not. CAT Category (e.g. CAT-5 cable) CHAP Challenge-Handshake Authentication Protocol (PPP) CIDR Classless Inter-Domain Routing CIR Committed Information Rate (Frame Relay) Cisco developed protocol that allows Layer 2 switches to leverage Cisco Group Management Protocol IGMP information on Cisco routers to make Layer 2 forwarding decisions. CLI(Router Configuration) Command Line Interface CPE Customer premises equipment CRC Cyclical redundancy check CRC-16-CCITT Cyclical redundancy check (X.25, HDLC) CSMA/CA Carrier sense multiple access / collision avoidance CSMA/CD Carrier sense multiple access / collision detection CSU/DSU Channel service unit / data service unit DCE Data communications equipment DES Data Encryption Standard (obs. See AES) The router in a PIM-SM tree that instigates the Join/Prune message Designated Router (Multicast) cascade upstream to the rendezvous point in response to IGMP membership information it receives from IGMP hosts. DHCP Dynamic Host Configuration Protocol Multicast traffic flows from the source to the multicast group over a distribution tree that connects all of the sources to all of the receivers Distribution Tree (Multicast) in the group. This tree may be shared by all sources (a shared-tree), or a separate distribution tree can be built for each source (a source- tree). The shared-tree may be one-way or bi-directional. DMVPN Dynamic Multipoint VPN A device within the DMVPN that acts as a trusted reference for DMVPN HUB information about other sites on that DMVPN This is a location that interconnects the DMVPN with the wider DMVPN Transit site WAN. The functionality of the transit site and the DMVPN HUB are not necessarily linked.
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DNS Domain Name System DRAM Dynamic random-access memory DSL Digital Subscriber Line DSLAM Digital Subscriber Line Access Muliplexor DTE Data Terminal Equipment eBGP external BGP EHA Ethernet Hardware Address (MAC address) EIGRP Enhanced Interior Gateway Routing Protocol Electromagnetic Interference EMI Interactive inter-domain multicast. Supports inter-domain routing Enhanced Multicast and source discovery across the Internet or across multiple domains comprising an enterprise. EOF End Of Frame (HDLC, etc.) FCS Frame check sequence (Ethernet) FDDI Fibre Distributed Data Interface FTP File Transfer Protocol GBIC Gigabit interface converter Gbps Gigabit per second HDLC High-level Data Link Control HSRP Hot Standby Router Protocol http HyperText Transfer Protocol https HyperText Transfer Protocol Secure ICMP Internet Control Message Protocol IDF Intermediate distribution frame IDS Intrusion Detection System IEEE Institute for Electrical and Electronic Engineers IETF Internet Engineering Task Force Internet Group Management Protocol - Used by IP routers and their IGMP immediately connected hosts to communicate multicast group membership states. IGMP messages are encapsulated in standard IP datagrams with an IGMP Messages IP protocol # of 2 and the IP Router Alert option (RFC2113). IGMP Snooping requires the LAN switch to examine, or "snoop," IGMP Snooping some layer 3 information in the IGMP packet sent from the host to the router. The countries or territories within which the Contractor has a The Contractor Network Footprint presence IP Internet Protocol IPS Intrusion prevention system ISDN Integrated Services Digital Network IS-IS Intermediate System to Intermediate System (routing protocol) ISP Internet Service Provider ITU-T International Telecommunications Union kbps Kilobits per second LAN Local Area Network
Contract ECMWF/2012/207 Page 65 (of 144) LLC Logical Link Control MAC Media Access Control MAN Metropolitan Area Network Mbps Megabits per second MDF Main Distribution Frame Multi-Exit Discriminator MED MIB Management Information Base (SNMP) MP-BGP Multi-protocol Extensions for Border Gateway Protocol MPLS Multiprotocol Label Switching Multicast Source Discovery Protocol- A mechanism to connect MSDP multiple PIM sparse-mode (SM) domains. MTU Maximum Transmission Unit A routing technique that allows IP traffic to be sent from one source Multicast or multiple sources and delivered to multiple destinations. A management diagnostic tool that provides network fault detection Multicast Routing Monitor (MRM) and isolation in a large multicast routing infrastructure. Minimum implementation level supporting one-to-many Multicast-Lite multicasting across the network NAC Network Access Control NAT Network Address Translation NIC Network Interface Card NTE Network Termination Equipment NVRAM Non-volatile RAM Off-Net Locations into which the Contractor use OLO tails. OLO Other Licensed Operators On-Net Locations into which the Contractor owns the fibre capacity OSI Open System Interconnect (joint ISO and ITU standard) OSPF Open Shortest Path First (routing protocol) PAP Password authentication protocol PAT Port Address Translation PC Personal Computer (host) PCM Pulse-code modulation PDH (Plesiochronous Digital Hierarchy) PDH PDU Protocol data unit (such as segment, packet, frame, etc.) Pragmatic General Multicast - guarantees that a receiver in a PGM multicast group either receives all data packets from transmissions and retransmissions, or can detect unrecoverable data packet loss. Protocol Independent Multicast - A multicast routing architecture PIM defined by the IETF that enables IP multicast routing on existing IP networks. PIM Dense Mode - Actively attempts to send multicast data to all PIM DM potential receivers (flooding) and relies upon their self-pruning (removal from group) to achieve desired distribution. PIM Sparse Mode - Relies upon an explicitly joining method before PIM SM attempting to send multicast data to receivers of a multicast group.
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POP Point of presence POP3 Post Office Protocol, version 3 POTS Plain old telephone service PPP Point-to-point Protocol PPTP Point-to-Point Tunnelling Protocol Multicast routing terminology indicating that the multicast-enabled Prune router has sent the appropriate multicast messages to remove itself from the multicast tree for a particular multicast group. PTT Public Telephone and Telegraph PVST Per-VLAN Spanning Tree IGMP messages originating from the router(s) to elicit multicast Query (IGMP) group membership information from its connected hosts. RADIUS Remote Authentication Dial-In User Service RAM Random Access Memory RARP Reverse ARP RED Random Early Detection More than one component in a system which allows for the failure of Redundant at least one component without failure of the entire system. The multicast router that is the root of the PIM-SM shared multicast Rendezvous Point distribution tree. IGMP messages originating from the hosts that are joining, Report (IGMP) maintaining or leaving their membership in a multicast group. RFC Request for Comments RIP Routing Information Protocol ROM Read-Only Memory RSTP Rapid Spanning Tree Protocol RTP Real-time Transport Protocol SDH Synchronous Digital Hierarchy SDLC Synchronous Data Link Control SFD Start-of-frame delimiter (Ethernet, HDLC, etc.) SFP Small form-factor pluggable SLARP Serial Line ARP (Address Resolution Protocol) SMTP Simple Mail Transfer Protocol SNMP Simple Network Management Protocol SOF Start Of Frame Single Point Of Failure – a component within a system that would SPOF cause an entire system or sub-system to fail in the event of that point failing A multicast distribution path that directly connects the source's and Source Tree (Multicast) receivers' Designated Routers (or the rendezvous point) to obtain the shortest path through the network. SRAM Static Random Access Memory SSH Secure shell SSID Service set identifier (Wi-Fi) STP Spanning Tree Protocol SYN (TCP) Synchronization message
Contract ECMWF/2012/207 Page 67 (of 144) TCP/IP Transmission Control Protocol/Internet Protocol TDM Time-division multiplexing TFTP Trivial File Transfer Protocol UDLR Unidirectional Link Routing Protocol UDP User Datagram Protocol Point-to-point transmission requiring the source to send an Unicast individual copy of a message to each requester. URL Rendezvous Directory - Multicast-Lite solution that directly URD provides the network with information about the specific source of a content stream. UTP Unshielded Twisted Pair VC Virtual Circuit VLAN Virtual Local Area Network VLSM Variable-Length Subnet Masking VPN Virtual Private Network WAN Wide-Area Network WEP Wired Equivalent Privacy Wi-Fi IEEE 802.11 (Wi-Fi Alliance) WPA Wi-Fi Protected Access WWW World Wide Web WWW (In diagrams) Used to represent the Public Internet
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SCHEDULE 2 SERVICE LEVEL AGREEMENT
DEFINITIONS
“Backup Circuit” means the circuit defined as the backup circuit in the Order Form for a User Site, if applicable; “Contractor Core IP Node” means physical facility that is used to accommodate Contractor IP Network and the various Contractor owned IP routing and switching equipment that comprise the Contractor IP network; “Contractor Demarcation Point” means the edge of the Contractor Network that signifies the physical or logical boundary between the Contractor Network and customer equipment. The physical boundary between the Contractor and the User Site is the LAN/Ethernet interface on the CPE; “Contractor IP Network” means the Contractor owned Pan-European network equipment monitored and managed by the Contractor Network Management Systems for the purpose of transporting RMDCN IP Traffic; “Contractor Network” means the fibre optic communications network which is owned or operated by the Contractor and its Associated Companies from time to time; “Customer Premise Equipment or CPE” the customer premises equipment installed by the Contractor at the User Sites providing the routing (or switching) functions required to connect such User Site to the Network; “Customer Service Centre” means the Contractor’s fault management centre, which operates the Contractor Network management system; “Eastern Europe” means the region of the Interoute Network including those Core IP Nodes in Czech Republic, Romania, Hungary, Poland, Bulgaria, and Slovakia. “Emergency Maintenance” means works carried out in an emergency that are necessary to restore or repair the Contractor Network or the Service upon damage or disruption to the Contractor Network or the Service; “Hong Kong” means the region of the Interoute network including the IP Core Node in Hong Kong; “Middle East” means the region of the Interoute network including the IP Core Node in the United Arab Emirates owned by Du. “Monthly Review Period” means the calendar monthly periods commencing on the 1st of each month during the Term; “Network Management System” means the Contractor’s network integrated fault management system; “Nordic Region” means the region of the Interoute network including those IP Core Nodes in Sweden, Norway, Denmark and Finland. “Packet Delivery” means a sampled measure, expressed as a percentage ratio, of the number of IP packets successfully received at a designated Contractor Core IP Node on the Contractor IP Network. “Planned Outage” means any routine maintenance or upgrade work, which may affect the availability of Service; “Primary Circuit” means the circuit defined as the primary circuit in the Order Form for a User Site; “Round Trip Packet Delay” or “RTD” means a sampled measure of the time taken to transmit and receive at the CPE of a User Site an IP packet of a defined size “Ping Packet” to the CPE of any other User Site on the Contractor IP Network. “Southern Europe” means the region of the Interoute network including those IP Core Nodes in Spain and Italy. “Third Party Local Access”, “Local Access”, “Leased Lines”, “Private Circuits” and “Access” means short haul physical connections that are provisioned between the User Site and the nearest feasible Contractor point of presence. “USA” means the region of the Interoute network including those IP Core Nodes in the United States of America “Western Europe” means the region of the Interoute network including those IP Core Nodes in the United Kingdom, Belgium, Luxembourg, Netherlands, Germany, France, Switzerland and Austria.
Contract ECMWF/2012/207 Page 69 (of 144) The Contractor will provide ECMWF or the AP with Service Rebates (where applicable), as set out below, for the failure to meet the Service Levels.
1 SERVICE LEVELS
Service Levels are defined for the following Operational Service performance measurements:
• Site Availability • Circuit Availability • Round Trip Packet Delay • Guaranteed Time to Repair - per site • Guaranteed Time to Repair - per circuit • Packet Delivery • Achievable throughput
1.1 Site Availability
Site Availability means ability to exchange IP Traffic between the assigned Contractor Demarcation Point and the directly connected Contractor Core IP Node on a 24 hours basis, as measured over a Monthly Review Period, and is based on the number of minutes that exchange was not available based on the conditions stated below. Any delays to, interference with, loss or degradation of service resulting directly or indirectly (including but not limited to) the following events will not be deemed as service unavailability included in the calculations of Site Availability: a. Access to any Customer Premises Equipment was denied, on the condition that this is not the result of a breach of any existing agreement between the Contractor and the User Site in regard to physical access to the User Site, including, but not limited to, sufficient security clearance, or b. Incompatibility or failure of Customer Premises Equipment, facilities or applications,
Target Site Availability is dependent on the site type and is defined as follows:
Site Type Target Site Availability
Platinum 99.97%
Gold 99.96%
Silver 99.95%
Bronze 99.90%
Copper 99.80%
Iron Site Type A 95.3%
Iron Site Type B N/A
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For locations where Platinum, Gold, Silver or Bronze site type configurations are employed, the Target Site Availability is based upon at least one of the Circuits being operational and thereby making the site available. Percentage Site Availability is calculated per Monthly Review Period using the following formula:
(H – U) P= X 100 H Where: P is the percentage availability; U is the total amount of minutes during that Monthly Review Period for which the Operational Service for the User Site was unavailable; H is the total number of minutes in that Monthly Review Period;
Where User Site Availability falls below the applicable Target Site Availability during any Monthly Review Period, ECMWP or the AP will be entitled to Service Rebates as follows:
Site Availability for each applicable User Site Service Rebates as % of the applicable User during Monthly Review Period falling below Site Monthly Recurring Charges: target Availability by:
Up to 1% 10%
Up to 2% 15%
Up to 3% 30%
More than 4% 40%
1.2 Circuit Availability
The following table shows the circuit availability percentages for Tier1, Tier2 and Tier 3 locations.
Type of circuit Tier 1 Tier 2 Tier 3
Ethernet 98.5% 97.5% 96.5%
Leased line 98.5% 97.5% 96.5%
ADSL/SDSL 96.5% 94.5% 92.5%
Internet/IPSec n/a n/a n/a
Where Primary Circuit Availability falls below the above defined target (A) during any Monthly Review Period, ECMWF or the AP will be entitled to Service Rebates on the applicable Monthly Recurring Charges for that User Site as follows:
Contract ECMWF/2012/207 Page 71 (of 144) Primary Circuit Availability during Monthly Rebate as % of applicable Monthly Recurring Review Period Charges
A% to A - 0.5% 0.8%
< A - 3.5% 8%
Where Backup Circuit Availability falls below the above defined target (A) during any Monthly Review Period, ECMWF or the AP will be entitled to Service Rebates on the applicable Monthly Recurring Charges for that User Site as follows:
Backup Circuit Availability during Monthly Rebate as % of applicable Monthly Recurring Review Period Charges
A% to A - 0.5% 0.5%
< A - 3.5% 5%
1.3 Round Trip Packet Delay
Round Trip Packet Delay is measured on a CPE-to-CPE basis and is calculated as the sum of three elements, namely Round Trip Delay across the local access circuit from the User Site to the Contractor core IP node at each end of the connection and the delay across the Contractor’s core network. Across the Contractor’s core IP network, the following target average Round Trip Delays (as an average of five-minute values over a calendar month) shall apply, depending upon the region in which the core IP nodes being measured are located. The Target Round Trip Delays between each key region are detailed in the table below:
Eastern Middle Nordics Southern USA Western Hong Europe East Europe Europe Kong
Eastern Europe 25 165 40 40 110 25 265
Middle East N/A 180 165 225 160 405
Nordics 20 70 120 50 265
Southern Europe 15 115 40 265
USA 10 100 305
Western Europe 25 225
Hong Kong N/A
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User Site may obtain a CPE-to-CPE target Round Trip Packet Delay value for any combination of RMDCN sites using an appropriate combination of Local Access (as defined in Section 10 of Schedule 1) and IP Core Network values (as defined in the table above). Round Trip Packet Delay will be measured on a CPE-to-CPE basis and results reported for every five (5) minute period on the Contractor’s Web Portal. The Contractor’s Web Portal will report upon the total CPE-to-CPE Round Trip Delay between any two User Site sites as well as providing the individual breakdown of the total figure between Local Access circuits and IP Core Network. Where average Round Trip Packet Delay exceeds the target during any Monthly Review Period, ECMWF or the AP will be entitled to a Service Rebate equivalent to 5% of the sum of Monthly Recurring Charges for all ECMWF or AP User Sites, which are affected by the increased Round Trip Packet Delay for the relevant Monthly Review Period. 1.4 Guaranteed Time to Repair – per site
The Contractor aims to resolve faults causing loss of Site Availability within the time frames detailed by category below:
Tier1 Tier2 Tier3
Platinum 4 Hours 6 Hours 8 Hours
Gold 4 Hours 6 Hours 8 Hours
Silver 4 Hours 6 Hours 8 Hours
Bronze 6 Hours 6 Hours 8 Hours
Copper 6 Hours 6 Hours 8 Hours
Iron 48 Hours 72 Hours n/a
Where the Guaranteed Time to Repair is exceeded by the Contractor for Site, ECMWF or the AP will be entitled to Service Rebate equivalent to a percentage of the Monthly Recurring Charges for the affected User Site that is dependent upon the total amount of time for which the service remains non- operational. The Rebate for any service is limited during a single monthly period to a maximum of 100% of the Monthly Recurring Charges for that Site. The table below summarises the percentage of the Monthly Recurring Charges that ECMWF or the AP is entitled to in respect of a failure to meet the Guarantee Time to Repair:
Service Rebates as % of Monthly Recurring Total Time to Repair Charges for affected User Site in the (within hours of reporting): applicable Monthly Review Period:
Up to Target 0%
Between Target and Target + 4 hours 25%
Between Target + 4 and Target + 8 hours 50%
Between Target + 8 hours and Target + 20 hours 75%
Over Target + 20 hours 100%
Contract ECMWF/2012/207 Page 73 (of 144) 1.5 Guaranteed Time to Repair - per circuit
The Contractor aims to resolve faults causing loss of Circuit Availability within the time frames detailed by category below:
Type of access circuit Tier1 Tier2 Tier3
Ethernet 6 Hours 8 Hours 10 Hours
Leased line 6 Hours 8 Hours 10 Hours
ADSL/SDSL 6 Hours 8 Hours 10 Hours
Internet/IPSec 72 Hours 72 Hours n/a
Where the Guaranteed Time to Repair is exceeded by the Contractor for Site, ECMWF or the AP will be entitled to a Service Rebate equivalent to a percentage of the Monthly Recurring Charges for the affected User Site that is dependent upon the total amount of time for which the circuit remains non- operational. The Rebate for exceeding the Guaranteed Time to Repair is limited during a single monthly period to a maximum of 100% of the Monthly Recurring Charges for that Site. The table below summarises the percentage of the Monthly Recurring Charges that ECMWF or the AP is entitled to in respect of a failure to meet the Guaranteed Time to Repair:
Service Rebates as % of 50% of Monthly Total Time to Repair Recurring Charges for affected Site in the (within hours of reporting): applicable Monthly Review Period:
Up to Target 0%
Between Target and Target + 4 hours 25%
Between Target + 4 and Target + 8 hours 50%
Between Target + 8 hours and Target + 20 hours 75%
Over Target + 20 hours 100%
1.6 Packet Delivery
For ECMWF or AP the Target Packet Delivery is measured on a CPE-to-CPE basis and calculated during the Monthly Review Period for all traffic within contract. It is dependent upon the QoS class of the particular traffic as specified in the table below:
QoS Class: Target Packet Delivery percentage:
Critical (D1) 99.9%
Premium (D2) 99.9%
Standard (D3) 99%
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In the event that QoS is not configured on the User Site, the target Packet Delivery shall be as per the Standard QoS Class for all traffic. Packet Delivery is not applicable to Planned Outage events on the Contractor IP Network. Average Percentage Packet Delivery is calculated monthly using the following formula:
Tav= ∑Ri X100 ∑Si
Where:
Tav the average Percentage Packet Delivery.
Ri the total number of IP packets received by each core IP node from an originating core IP node; and
Si the total number of IP packets sent from the originating core IP node to each core IP node
Packet Delivery will be measured on a per Contractor core IP node basis with the results reported for every five (5) minute period on the Contractor’s Web Portal. Where average Packet Delivery falls below the applicable Target Packet Delivery percentage stated during any Monthly Review Period, ECMWF or the AP will be entitled to service Rebates as follows:
Packet Delivery during Service Rebates as % of Monthly Recurring Charges in the Monthly Review Period applicable Monthly Review Period: falling below target by:
Up to 1% 1%
Up to 2% 2%
Up to 3% 3%
More than 3% 4%
1.7 Achievable Throughput
The table below summarise the Achievable Throughput that the Contractor aims to provide according to the circuit type.
Circuit Type IP/L3 throughput (Using UDP)
Ethernet 70%
Leased Line 70%
ADSL/SDSL N/A
Internet/IPSec N/A
Contract ECMWF/2012/207 Page 75 (of 144) In the event a User Site appears to have poor throughput for one particular circuit, the following procedure applies:
• ECMWF or the User Site will inform the Contractor of their intention to run a throughput test on the circuit with no other traffic;
• ECMWF and the User Site will measure the circuit throughput for a continuous period of 24 hours following the method defined in section “Technical Tests” of Schedule 6 - Test procedures. The first run of this measurement will be called “Initial Measurement”;
• Should the test results fail to demonstrate that the measured throughput is lower than the Achievable Throughput; the procedure terminates at this point;
• Should the test results demonstrate that the measured circuit throughput is lower than the Achievable Throughput over a 24-hour period, the following applies:
o A degradation fault is reported to the Contractor, which needs to investigate the incident;
o ECMWF and the User Site will keep measuring the circuit throughput on an hourly basis until the test shows that the measured throughput reaches the Achievable Throughput;
o The period from the time of the Initial Measurement to the time of remedy shall be deemed the period during which a breach of the “Achievable Throughput” has occurred.
The table below summarises the percentage of the Monthly Recurring Charges that the User Site is entitled to in respect of a failure to meet the Achievable Throughput.
Measured Throughput Service Rebates as % of Monthly Recurring Access Line falling below Achievable Charges per site in the applicable Monthly Review Period: Throughput
For the first 24 hours 3%
For each subsequent week 0.5% period
2 LIMITATIONS TO SERVICE LEVELS AND SERVICE REBATES
2.1 In the event that the target values for more than one type of Service Levels are not met for a User Site due to a single incident, Service Rebates shall be due for only one of these Service Levels. ECMWF and the Contractor agree that the applicable Service Rebates will be calculated for the type of Service Level which will result in the highest amount of Service Rebates.
2.2 In the event that the target values for more than one type of Service Level are not met for a User Site due to multiple incidents, Service Rebates shall be due for each incident independently.
2.3 In the event that a Service Rebate is due to ECMWF or the AP, the Contractor will issue a credit note. Service Rebates will be calculated and, provided ECMWF or the AP has paid the Contractor all sums due under the Contract, and without prejudice to the operation of Clause 10.11 of the Contract, any credit balance due to ECMWF or the AP will be carried forward to the next billing period and credited to ECMWF or the AP for the agreed billing period.
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2.4 For the first Monthly Review Period of an Operational Service at a User Site, the Service Levels and the Monthly Recurring Charges used to calculate the Service Rebates will be prorated from the start of the Operational Service at the User Site until the end of the first Monthly Review Period.
2.5 Service Rebates will not be payable by the Contractor to ECMWF or the AP where the failure to meet a Service Level is caused by any of the following:
a. Maintenance during any Scheduled or Emergency Maintenance;
b. A fault in, or any other problem associated with, equipment connected on User Site’s side of the Contractor Network Termination Point or Contractor Demarcation Point. E.g. Customer LAN;
c. Any outages or degradation to existing Service that may be the result of ECMWF requested CoS/QoS Service changes or where the Contractor and ECMWF have identified potential SLA failure by way of agreed Impact Assessment Form.
3 OPERATION AND MAINTENANCE
3.1 Should any condition exist that may impair the integrity of the Contractor Network or otherwise damage or disrupt the Contractor’s Network, the Contractor shall initiate and co-ordinate Emergency Maintenance, which may include disconnection of all or any part of the Operational Service. In case of emergency the Contractor shall give the User Site as much advance notice as possible of Emergency Maintenance works.
3.2 From time to time planned maintenance will be carried out which may affect the Operational Service. The Contractor shall, to the extent reasonably practicable, give User Site ten (10) days prior notice in writing (or such shorter period as may be necessary) of the timing and scope of such planned maintenance, if it will or is likely to cause a Planned Outage. Where Planned Maintenance occurs outside of the timings advised in accordance with this clause 3.2, such period shall not be excluded from the relevant Service Levels above.
3.3 The Contractor shall use reasonable efforts to conduct any Planned Outage of the Contractor Network during the hours of 11pm and 5am Greenwich Mean Time Monday to Sunday.
3.4 The Contractor’s Customer Service Centre shall inform User Site with copy to ECMWF by email if the Operational Service experiences any outage. This information will be provided twenty-four (24) hours a day, seven (7) days a week. The Contractor shall notify User Site with copy to ECMWF of any outage affecting the Operational Service within two (2) hours of the Contractor’s first awareness of such disruption.
4 GLOBAL SERVICE DEGRADATION
Global Service Degradation is deemed to have occurred when there is a failure to meet the SLA in respect of one Service Level, as defined in this Schedule, for 30% of User Sites during a Monthly Review Period. For the avoidance of doubt, the failure need not affect the same Service Level at each User Site.
In such an event, the Contractor and ECMWF will work together on defining and agreeing a Correction Plan in order to improve the overall reliability of the Service. Such Correction Plan shall be defined within thirty (30) days of the end of the Monthly Review Period during which the Global Service Degradation occurred and implemented within ninety (90) days of agreement between the parties.
The performance of the Service is defined to reach the Termination Level (Clause 26.6.7 of the Contract) in the event that the Service suffers a "Global Service Degradation" five times within any nine months period.
Contract ECMWF/2012/207 Page 77 (of 144) SCHEDULE 3 LIQUIDATED DAMAGES
GENERAL
The amounts of Liquidated Damages (LD) to apply in the event of Delays to implementation of the Network subject to Clause 6 of this Contract are shown below. This Schedule should be read in conjunction with Schedule 5 and Schedule 6.
AMOUNT OF LIQUIDATED DAMAGES
1 Successful completion of Global Network Reliability Acceptance Test (Event 11 of Schedule 5)
Liquidated Damages for each calendar day or part of a day of Delay in successful completion of the Global Network Reliability Acceptance Test shall amount to £250, subject to a maximum of £25,000.
2 Handover of all sites ordered at Event 5 of Schedule 5 (Event 14 of Schedule 5)
Liquidated Damages for each calendar day or part of a day of Delay after 6 February 2014 in the Handover of all sites ordered at Event 5 of Schedule 5 shall amount to £400, subject to a maximum of £15,200.
3 Handover of each and every User Site
Liquidated Damages for each calendar day or part of a day of Delay in the handover of each User Site after the Operational Readiness Date shall be payable in the following amount:
Number of full working days by which Liquidated Damages as % of the One Time Contractor fails to meet Operational Charge in respect of the applicable User Site: Readiness Date for the applicable User Site: 1 to 5 days 10%
6 to 10 days 20%
11 to 20 days 30%
≥ 21 days 50%
4 Successful completion of the Functional and Reliability Acceptance Tests of each and every User Site
Liquidated Damages for each calendar day or part of a day of Delay (from the 36th day after handover) in successful completion of the Functional and Reliability Acceptance Tests of each and every User Site shall be payable in the following amount:
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Number of full working days by which Liquidated Damages as % of the One Time Contractor fails pass the Functional and Charge in respect of the applicable User Site: Reliability Acceptance Tests for the applicable User Site: 1 to 5 days 10%
6 to 10 days 20%
11 to 20 days 30%
≥ 21 days 50%
Contract ECMWF/2012/207 Page 79 (of 144) SCHEDULE 4 PROFORMA ACCESSION AGREEMENT
THIS ACCESSION AGREEMENT is made on 20[ ]
BETWEEN
1. [NAME], of [ADDRESS] (the “Acceding Party”);
2. [NAME], of [ADDRESS] (the “Contractor”).
BACKGROUND
(A) This Agreement is supplemental to the Contract ("RMDCN Contract") dated 11 December 2012 and made between the European Centre for Medium-Range Weather Forecasts (“ECMWF”) and the Contractor by which the Contractor agreed to supply the Service (as defined therein) in relation to a regional meteorological data communication network (defined therein as the “Network”).
(B) The RMDCN Contract establishes that beneficiaries of the Service can include Non-ECMWF Countries and ECMWF ACS. The Acceding Party wishes to receive the Service on the terms of the RMDCN Contract and this Agreement.
(C) The Contractor and the Acceding Party have agreed that the Acceding Party shall receive the Service provided that ECMWF shall first have been notified and have approved the terms of this Accession Agreement in accordance with the terms of the RMDCN Contract.
IT IS AGREED as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Save as specified in this Accession Agreement, all definitions and the provisions relating to interpretation which are contained in the RMDCN Contract shall be incorporated in this Accession Agreement.
2 THE ACCEDING PARTY AND THE CONTRACTOR
2.1 As from the date of this Accession Agreement the parties shall prepare the Acceding Party’s User Site in accordance with the provisions of the Order Form and with effect from the AP Service Commencement Date and for the remainder of the Term as may be amended from time to time, the Contractor shall include the Acceding Party as a User for the purposes of providing the Service pursuant to the RMDCN Contract and this Accession Agreement.
2.2 Each party grants to the other a non-exclusive, royalty free licence during the period of this Accession Agreement to use its Background IPR as may be reasonably required to perform its obligations and/or enjoy the benefit of this Accession Agreement.
2.3 The particular terms of the AP Service which shall be applicable to the Acceding Party shall be as provided in the relevant Order Form.
2.4 In consideration of the payment of the AP Charges the Contractor shall supply the AP Service to the Acceding Party in accordance with the SLA. In the event that the AP Service or any part of it shall fail to meet the requirements of the SLA, without prejudice to the other rights and remedies of the Acceding Party pursuant to this Accession Agreement, the Acceding Party shall be entitled to Service Rebates.
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2.5 The Acceding Party accepts that the obligations of the Contractor under the RMDCN Contract and this Accession Agreement shall be limited to the extent specified in the RMDCN Contract.
2.6 The Contractor and the Acceding Party shall not make any amendments to this Accession Agreement or to the AP Service without the prior written consent of ECMWF, obtained in accordance with the provisions of Clause 2.6 of the RMDCN Contract.
2.7 Where a User Site is within a country where the re-sale of telecommunication services is prohibited or restricted, the Contractor shall ensure that the Acceding Party shall receive the Service on the same terms as are set out in the RMDCN Contract and this Agreement. The Acceding Party shall take reasonable steps to execute such documentation with the Contractor’s local provider(s) as may reasonably be required, which shall also be provided to ECMWF in accordance with the provisions of Clause 2.8 of the RMDCN Contract. Notwithstanding the foregoing, the Contractor shall remain contractually responsible for the Service and ECMWF shall incur no obligation or liability to the Contractor, the Acceding Party or any other person. In the event that the Acceding Party fails to execute such documentation with the Contractor’s local provider as may be reasonably required, the Contractor shall be entitled to terminate the relevant Order Form without further liability.
2.8 In the event that an Order Form, or part thereof, is cancelled by the Acceding Party before the date on which the relevant User Site receives an Operational Service, other than under Clause 28 of the RMCDN Contract or due to Contractor’s breach of this Accession Agreement or the RMDCN Contract, the Acceding Party shall:
2.8.1 reimburse the Contractor for any evidenced, reasonable and unavoidable third party cancellation/termination charges associated with the Service so terminated up to 100% of Access Line Charges for the remainder of the three (3) year Circuit Term; and
2.8.2 pay the equivalent of six (6) months Core Network and Management Charges, as defined on the Order Form, for the cancelled Service; and
2.8.3 pay the associated One Time Charge(s) where the Contractor has commenced installation activity, provided such One Time Charge(s) has not been calculated as part of the third party charges mentioned in Clause 2.8.1 above.
2.9 In the event that a Service, or part thereof, at a User Site is cancelled by the Acceding Party after the date on which the relevant User Site receives an Operational Service, other than under Clause 28 of the RMCDN Contract, due to Contractor’s breach of this Accession Agreement or the RMDCN Contract, or by the Contractor pursuant to Clause 27.9 of the RMDCN Contract, the Acceding Party shall:
2.9.1 reimburse the Contractor for any evidenced, reasonable and unavoidable third party cancellation/termination charges associated with the Service so terminated up to 100% of Access Line Charges for the remainder of the three (3) year Circuit Term; and
2.9.2 shall pay the equivalent of fifty percent (50%) of the Core Network and Management Charges, as defined on the Order Form, for each month remaining up to six years after the Operational Service Commencement Date.
2.10 Payments made by the Acceding Party pursuant to Clauses 2.8 to 2.9 shall be in full and final settlement of the Acceding Party’s liability for any such cancellation/termination.
Contract ECMWF/2012/207 Page 81 (of 144) 3 ACCEDING PARTY AND ECMWF
3.1 In consideration for the obligations undertaken by ECMWF in relation to the Service and towards the Contractor, which are contained in the RMDCN Contract, the Acceding Party agrees to be bound by all the terms of the RMDCN Contract which gives rights and duties to ECMWF and accepts that ECMWF and the Contractor shall be entitled to amend the provisions of the AP Service without its consent, provided that ECMWF shall only agree to such amendments if they are reasonable, are in the interests of the Network as a whole, are in accordance with the WMO/ECMWF Agreement, and with due and reasonable consideration of the Acceding Party.
3.2 The Acceding Party further undertakes to ECMWF to perform all its obligations and comply with all applicable requirements as a User and an Acceding Party under the RMDCN Contract and this Accession Agreement.
3.3 It is acknowledged by the Acceding Party and the Contractor that ECMWF shall have no liability whatsoever to the Contractor in respect of any matter for which the Contractor may make a claim on the Acceding Party.
3.4 The Acceding Party shall indemnify and keep indemnified ECMWF against all Claims and Losses incurred by ECMWF arising from any compliance or non-compliance by the Acceding Party with any rules or regulations (whether or not having the force of law) or which are due to the performance or non-performance by the Acceding Party of its obligations and the exercise of its rights under the RMDCN Contract and this Accession Agreement.
4 AUTHORITY OF ACCEDING PARTY AND THE CONTRACTOR
4.1 The Acceding Party warrants and represents to the Contractor, ECMWF and all other parties which execute Accession Agreements to the RMDCN Contract, that it has full capacity and authority and all necessary consents to enter into and to perform all its obligations under this Accession Agreement and the RMDCN Contract and this Accession Agreement is executed by duly authorised representative(s) of itself in accordance with the laws under which it is established.
4.2 The Contractor warrants and represents to the Acceding Party and ECMWF that it has full capacity and authority and all necessary consents (including but not limited to, where its procedures so require, the consent of its parent company) to enter into and to perform all its obligations under this Accession Agreement and the RMDCN Contract and this Accession Agreement is executed by duly authorised representative(s) of itself in accordance with the laws of the country in which it was incorporated.
4.3 Except as expressly provided in the RMDCN Contract and this Accession Agreement, all warranties, representations and conditions applicable to the Acceding Party, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
5 TERMINATION
5.1 On the termination or expiry of the RMDCN Contract, this Accession Agreement shall automatically terminate at the same time.
5.2 Any notice pursuant to Clauses 26, 27 or 28 of the RMDCN Contract which may be given by ECMWF or the Contractor shall be copied to the Acceding Party for information.
5.3 The Acceding Party may terminate the Service to its User Site(s) by giving the Contractor a minimum of twelve (12) months written notice and with a liability to pay the termination charges set out in Clause 2.9 above.
5.4 In the event that the Acceding Party becomes a Member State of ECMWF this Accession Agreement shall automatically terminate at the time such Acceding Party accedes to ECMWF’s Convention.
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5.5 In the event that the Acceding Party elects not to continue as an ECMWF ACS, this Accession Agreement shall terminate on the date such change is implemented by ECMWF.
5.6 The Acceding Party or the Contractor may at any time by notice in writing to the other party and to ECMWF terminate this Accession Agreement, without prejudice to the continuation of the RMDCN Contract and all other Accession Agreements, if the other party is in material Default of any obligation of the RMDCN Contract and:
5.6.1 the Default is capable of remedy and the other party shall have failed to remedy the Default within thirty (30) calendar days of written notice to it specifying the Default and requiring its remedy; or
5.6.2 the Default is not capable of remedy; and
5.6.3 in the case of either 5.6.1 or 5.6.2 above, not less than fourteen (14) calendar days written notice shall have been given making reference to this Clause 5.6 and the possibility of termination.
5.7 The Clauses of this Accession Agreement which are expressed to survive or ought reasonably be considered as necessary to survive, shall survive the termination or expiry of this Accession Agreement.
6 NOTICES
6.1 For the purposes of Clause 42 of the RMDCN Contract and this Accession Agreement the address and contact details of the Acceding Party shall be:
(Address)
For the attention of......
Telephone......
Facsimile......
6.2 The provisions of Clause 42 of the RMDCN Contract shall apply in respect of notices served under this Accession Agreement.
7 AMENDMENTS TO THE ACCESSION AGREEMENT
7.1 This Accession Agreement together with the RMDCN Contract sets out the entire agreement and understanding between the Contractor and the Acceding Party in respect of the subject matter hereof.
7.2 Each party acknowledges that it has entered into this Accession Agreement in reliance only upon the representations, warranties and promises specifically contained or incorporated in this Agreement and the RMDCN Contract, save as expressly set out, no party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Accession Agreement unless it was made fraudulently.
7.3 No amendment to this Accession Agreement shall be valid or binding unless it is identified as amending this Accession Agreement and it is approved in writing by authorised representatives of the parties, such amendment having received the prior written approval of ECMWF in accordance with Clause 2.6 of the RMDCN Contract.
Contract ECMWF/2012/207 Page 83 (of 144) 8 DISPUTES AND ARBITRATION
8.1 In the event of a dispute arising in connection with this Accession Agreement, the parties shall attempt to settle their differences in an amicable manner.
8.2 The law of England shall govern the validity, construction and performance of the Accession Agreement. In the event of a dispute arising in connection with the Accession Agreement, the parties shall attempt to settle their differences in an amicable manner. If any dispute cannot be so settled, it shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said rules. The arbitrators shall sit in London England and the proceedings shall be in English. In accordance with Clauses 45 and 69 of the Arbitration Act 1996, the right of appeal by either party to the High Court on a question of law arising in the course of any arbitral proceedings or out of an award made in any arbitral proceedings is hereby agreed to be excluded.
8.3 The parties to this Accession Agreement agree that arbitrators appointed in accordance with this Clause 8 shall have exclusive jurisdiction to hear any disputes. The parties also agree that in respect of the enforcement of any award made by such arbitrators it shall submit to the jurisdiction of the courts of England and/or the local courts of the Acceding Party whether or not the Acceding Party is entitled to claim state immunity which such Acceding Party hereby agrees to waive.
9 THIRD PARTY RIGHTS
9.1 ECMWF shall be entitled to enforce the terms of this Accession Agreement under the Contracts (Rights of Third Parties) Act 1999. Otherwise, a person who is not a party to this Accession Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Accession Agreement but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
IN WITNESS of which this Accession Agreement has been duly executed by the parties. SIGNED for and on behalf of The Acceding Party
Signature Name Position Date
Witnessed by
Signature Name Address Date
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SIGNED for and on behalf of the Contractor
Signature Name Position Date
Witnessed by
Signature Name Address Date
Contract ECMWF/2012/207 Page 85 (of 144) SCHEDULE 5 PROJECT EVENTS
This Schedule shows significant events within the Implementation Plan, some of which might generate the payment of Liquidated Damages (LD) and/or termination rights.
INITIAL DEPLOYMENT
Event Due Date Milestone ? Consequence of Delay
Contract signature & agreement by both parties on 5 (five) User Sites for Pilot Deployment. ECMWF/AP submit Order 14th Dec 2012 (and Forms for Interoute to begin implementation ordering of all Pilot 1. phase of all agreed pilot User Sites. The pilot User Sites by no User Sites will be ECMWF (Reading) and four later than 4th other sites expected to be Tokyo, Sofia, February 2013) Brussels and Vienna. All User Sites with their final configuration.
2. Interoute will hand over all Pilot Sites. 26th May 2013
35 Days from Pilot ECMWF’s Successful completion of Pilot Network handover / 30th June YES, KEY right to 3. Reliability Acceptance Test by ECMWF 2013 terminate
Contractor to invoice ECMWF for Pilot Network Charges (6 months total access line charges & full OTC of chosen pilot sites) 4. 30th June 2013 subject to Event 3. This will be the Operational Service Commencement Date
ECMWF submit Order Forms for a minimum of 17 sites, comprising of at least the remaining ECMWF Member States at no less 1st July 2013 5. than the Basic Package Configuration. All these User Sites plus the five Pilot Sites are part of the Initial Deployment.
Interoute provides Operational Readiness 6. Dates to ECMWF for all User Sites ordered at 1st August 2013 Event 5.
Subject to per User Site Operational Both parties begin Functional Acceptance Readiness Dates LD (see Tests following individual User Site handover YES 7. provided by Schedule 3) by Interoute. Interoute in Event 6.
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Event Due Date Milestone ? Consequence of Delay
Within 5 days of Event 7 (individual circuit handover Both parties complete Functional Acceptance date per site). The
8. Tests for each User Site. completion of the tests being no later than 19th November 2013
Interoute will hand over a minimum 70% of all sites ordered at Event 5 & ECMWF begins 20th November
9. User Site Reliability Acceptance Tests & 2013 Global Network Reliability Acceptance Test.
LD (see Schedule 3) ECMWF successfully completes User Site 10. Reliability Acceptance Tests & Global YES, KEY ECMWF’s 20th December 2013 Network Reliability Acceptance Test. right to terminate
On the provision that at least 60% of User Sites ordered as part of the Initial Deployment pass Reliability Acceptance Tests & Global Network Reliability Acceptance Test, ECMWF accepts network and is contractually committed. 11. Interoute to continue implementation, under 20th December 2013 expedite and Senior Management escalation, of any User Sites, ordered in Event 5, not yet handed over. ECMWF and User Site to complete Functional and Reliability Acceptance Tests for the Users Sites that are handed over by Interoute.
Contractor to invoice ECMWF/AP for OTC 12. and one month of Access Line Charges for all 20th December 2013 accepted sites in Event 11.
RMDCN one month migration period begins for all sites that have been accepted. The one month migration window can be 6th January 2014 13. extended but this would be at ECMWF/AP expense for MRC unless due to Contractor’s Default.
Interoute commence full MRC billing (starting LD (see 1 month after the date of Event 13) of all sites Schedule 3) ordered by Event 5 that have been accepted th 14. prior to Event 13. 6 February 2014 YES, KEY ECMWF’s right to Interoute commit to full handover of any User terminate Sites ordered by Event 5 and not yet delivered.
Contract ECMWF/2012/207 Page 87 (of 144) ADDITIONAL USER SITES (SITES ORDERED AFTER EVENT 5)
Consequence Event Due Date Milestone ? of Delay
S1. Submission of Order Form for a User Site. During the contract
Within 30 calendar Interoute provides Operational Readiness Date days of the
S2. to ECMWF for the User Site ordered. submission of the Order Form
Operational Readiness Date (not LD (see Handover of the User Site. th YES S3. to be before 7 Schedule 3) February 2014)
ECMWF and User Site to complete Within 35 days of LD (see YES S4. Functional and Reliability Acceptance Tests. User Site handover Schedule 3)
From successful completion of User Interoute commence billing for User Sites. S5. Site Reliability Acceptance Test
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SCHEDULE 6 TEST PROCEDURES
1 Introduction Before a site becomes operational on the Network or after a Major Change (as defined in Schedule 10) affecting a User Site, its connections will be tested in order to verify that they meet the specifications and Service Levels as set out in this Agreement. This schedule describes the procedures for these acceptance tests.
2 Site functional acceptance test - FAT ECMWF and/or the User will commence the site Functional Acceptance Test not later than the next working day after formal handover, when the Contractor has advised ECMWF and/or the User that the connection is now ready for testing. This test must be successfully completed within five (5) working days of handover. If ECMWF or the User Site is unable to complete the test procedure within this time period, excepting cases where the Contractor is at fault, then the Functional Acceptance Test is deemed to have passed.
The site Functional Acceptance Test will be deemed as successful when the below mentioned Service Management Tests and Technical Tests are successfully completed for all circuits deployed at the User Site. ECMWF or the User Site will notify the Contractor of a successful Functional Acceptance Test.
If FAT fails, then ECMWF or the User Site will contact the Contractor and after corrective measures by the Contractor will restart the FAT as many times as necessary for the tests to be successful.
2.1 Technical Preparation The IT team at a User Site will install a computer connected at 100Mbps or 1Gbps, full duplex, to the LAN switch(es) where the RMDCN CPE devices are connected. This computer system, known as the RMDCN Acceptance Software Appliance (RASA), is a standardised Linux distribution produced by ECMWF for the purpose of acceptance testing and troubleshooting.
ECMWF maintains a permanent RASA installation (connected in the same way), and together these two computer systems will conduct the technical aspects of a circuit’s Functional Acceptance Test, according to the procedure below. The Contractor will have access to a copy of the RASA image.
Bidirectional IP routing for the RASA system must be configured by the Contractor to use the particular circuit under test. To facilitate this, it is required that, at least thirty (30) days prior to the Operational Readiness Date, the User Site provide a LAN IP Address or range of Addresses for each circuit to be tested. Any delay in providing such information shall not delay the Operational Readiness Date. The Contractor shall not be held responsible, if, as a consequence, the User Site is not able to run the FAT, in which case the FAT is deemed to have passed five days after the handover date. The intention being that the IT Team at the User Site will have the option of at least one active IP address for each circuit. In this scenario, the IP Address of the on-site RASA system can be changed at will without the intervention of the Contractor.
All tests are conducted under the following conditions:
1. The site network connection under test is free of production traffic;
2. Any failures caused by problems in the LAN, and beyond the relevant Contractors Demarcation Point (as defined in Schedule 2) will be excluded.
Contract ECMWF/2012/207 Page 89 (of 144) 2.2 Service Management Tests This is a set of non-technical tests to verify user support functions are in place. It comprises the following tasks, to be performed by the User Site representative:
1. Check that on-site installation has been completed and the CPE device(s) are installed in line with local industry standards. This should include general safety of workmanship;
2. Receive an updated copy of the Customer Service Manual including details of the new circuit and site contact information;
3. Contact the Customer Contact Centre to check the support procedures.
2.3 Technical Tests This is a set of automated and manual checks covering functionality of CPE devices and performance of the circuits. In the following plan, unless stated otherwise, each action is performed remotely from the RASA system at ECMWF.
1. Connect to the CPE device(s) using TELNET or SSH and confirm command line access;
2. Connect to the CPE device(s) using SNMP v2 and confirm access to standard MIB-II OIDs;
3. Verify that NetFlow or sFlow records are being delivered, if a receiver IP was requested to be configured;
4. From a workstation at ECMWF, retrieve a copy of the CPE device configuration as defined in Schedule 1;
5. Measure the Round Trip Packet Delay (RTD). This is a combination of RTD on three elements as per Schedule 1 and Schedule 2 of the contract;
This test will compare the Target Average Round Trip Packet Delay, as defined in Schedule 2,with the mean RTD of 150 ICMP packets of 56 bytes payload sent with a 0.2 second interval between the RASA systems at ECMWF and the User Site.
6. Measure the Packet Delivery Ratio. This test will compare the Standard (D3) Target Packet Delivery percentage as per Schedule 2 of the contract with the percentage packet loss over a set of 150 ICMP packets of 56 bytes payload sent with a 0.2 second interval, between the RASA systems at ECMWF and the User Site.
7. Measure the Circuit(s) Throughput (Except for Iron site type). In this test one flow of UDP traffic is sent between the RASA systems at ECMWF and the User Site at a sufficient rate to saturate the circuit.
• The test will last for at least five minutes. The mean throughput for the flow must exceed a percentage of the provisioned site access circuit speed no less than 70% and agreed following the Pilot Network Reliability Acceptance Test;
The test is performed twice, with the UDP flow being initiated in turn at the ECMWF RASA system and User Site RASA system, to verify symmetric circuit capacity is available.
8. For Platinum, Gold, Silver and Bronze site types, where two access circuits and CPE devices are available, an additional failover test is performed. This test verifies that high availability is implemented correctly between the CPE devices for LAN access, and that resilient routing configuration is also in place:
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i. In turn, each of the CPE WAN links is disconnected and IP routing between the two RASA systems verified using ICMP echo; ii. In turn, each of the CPE LAN links is disconnected and IP routing between the two RASA systems verified using ICMP echo.
9. QoS Verification
The implementation of QoS as per Schedule 1 of the contract is verified. The tolerance of each traffic class weighting will take into account the type of circuit being tested, shown in the table below:
Circuit Type QoS Tolerance QoS Tolerance L2 Circuit Layer 3 Connection Gigabit Ethernet 10% 15% FastEthernet 10% 15% Ethernet 15% 17% E1 15% Relative Class Positions Only T1 15% Relative Class Positions Only Satellite Relative Class Positions Only n/a
In this test three parallel flows of UDP traffic are sent between the RASA systems at ECMWF and the User Site at a sufficient rate to saturate the User Site circuit and activate QoS policing behaviour. The UDP port for each flow will be included in one of the three traffic classification access control lists in the Contractor network.
The test will last for at least five minutes, after which the mean throughput for each flow is compared to its respective QoS class weighting and the circuit tolerance given above.
The test is performed twice, with the UDP flows being initiated in turn at the ECMWF RASA system and User Site RASA system, to verify QoS configuration on CPE and PE devices.
These tests will not form part of the pass/fail criteria for the Functional Acceptance Test. If any aspect of the QoS configuration is evidenced by ECMWF to be incorrect, the Contractor will be notified and the User Site MRC will be reduced as detailed in Schedule 7.
3 Site reliability acceptance test – RAT The Reliability Acceptance Test for a site will check whether the service meets the SLA. This test will last 7 calendar days and commences on the next working day after the site has passed the Functional Acceptance Test, except for the User Sites covered by Event 9 of Schedule 5. If the SLA is breached within this period, the test will restart (again for 7 calendar days) as soon as the problem has been resolved. The site Reliability Acceptance Test must be successfully completed within 30 calendar days of handover. ECMWF or the User Site will sign an Acceptance Certificate for the Contractor on the successful completion of the site reliability acceptance test. For the avoidance of doubt, the seven day test period shall be deemed to form part of an otherwise fully compliant Monthly Review Period when measuring the test against the Service Levels defined within Schedule 2.
Once a User Site has passed the site Reliability Acceptance Test, relevant charges will become due, and service rebates will be payable in the event of failure to meet agreed service levels, except for User Sites that are part of the Pilot Network and Initial Deployment where the relevant charges will be due as described in Schedule 5 and Schedule 7. Schedule 3 defines Liquidated Damages should the tests still fail thirty-five (35) days after the service is handed over.
Contract ECMWF/2012/207 Page 91 (of 144) 4 Pilot Network Reliability Acceptance Test - PNRAT The Reliability Acceptance Test for the pilot network will check whether the service for the pilot sites meets the SLA. Once all pilot sites have passed their site Functional Acceptance Test, the Pilot Network Reliability Acceptance Test will commence. This test will last 7 calendar days and commences the next working day after the last pilot site has passed its Functional Acceptance Test. If the SLA is breached for one site within this period, the test will restart (again for 7 calendar days) as soon as the problem has been resolved. For the avoidance of doubt, the seven day test period shall be deemed to form part of an otherwise fully compliant Monthly Review Period when measuring the test against the Service Levels defined within Schedule 2.
All relevant User Sites tests (FAT, RAT) and the PNRAT for the pilot network must be successfully completed within 35 calendar days of handover of pilot sites.
ECMWF will provide an Acceptance Certificate to the Contractor on successful completion of the Pilot Network Reliability Acceptance Test.
5 Global Network Reliability Acceptance Test - GNRAT During the Initial Deployment of the RMDCN, the Global Network Reliability Acceptance Test will start when the Contractor has handed over 70% of all sites ordered as part of the Initial Deployment, as described in Event 9 of Schedule 5 and when these sites have passed their respective Functional Acceptance Tests.
All User Sites participating in the GNRAT must meet their service levels, as defined in Schedule 2, for a simultaneous period of 7 calendar days. If within this period any service level is breached for at least 40% of the sites, the Reliability Acceptance Tests will restart for all User Sites (again for a full 7 calendar days) as soon as the problem has been resolved. For the avoidance of doubt, the seven day test period shall be deemed to form part of an otherwise fully compliant Monthly Review Period when measuring the test against the Service Levels defined within Schedule 2.
The test must be successfully completed within 30 calendar days of its start. ECMWF will issue an Acceptance Certificate to the Contractor on the successful completion of the Global Network Reliability Acceptance Test.
Schedule 3 defines Liquidated Damages should this test still fail thirty (30) days after is has started.
Page 92 (of 144) Contract/ECMWF/2012/207
SCHEDULE 7 INVOICING AND PAYMENT PROCEDURES
1. After successful completion of the Pilot Network Reliability Acceptance Test, the Contractor shall generate a single bill for the Pilot Network Charges which will cover the costs of deploying the Pilot User Sites, as defined in Schedule 5 and Schedule 12. 2. For subsequent bills, unless otherwise agreed, each Acceding Party User Site, including ECMWF ACS, will receive a bill for its AP Charges and a copy will be sent to ECMWF at the same time for the record and overall reconciliation if necessary, and ECMWF will receive one itemised bill for all ECMWF Countries (excluding ECMWF ACS). 3. ECMWF will settle the bill for all ECMWF Countries (excluding ECMWF ACS) and itself while for Acceding Parties bills will be settled by the appropriate administration of such Acceding Party. All bills will be settled net of Service Rebates and credit notes which have been agreed previously. 4. After successful completion of the Global Network Reliability Acceptance Test, the Contractor shall generate bills for all User Sites that passed their Functional Acceptance Test and Reliability Acceptance Test on the date on which the Global Network Reliability Acceptance Test was successfully completed. These bills will be for the One Time Charges and one month of Access Line charges. 5. Any User Sites which passed their Functional and Reliability Acceptance Tests after successful completion of the Global Network Reliability Acceptance Test and before the successful completion of the one month migration period will be billed for their One Time Charges the day after the successful completion of the one month migration period. 6. From the day after the successful completion of the one month migration period, and quarterly thereafter, and unless agreed otherwise, one quarterly bill for all fixed Monthly Recurring Charges will be generated in advance for each Acceding Party User Site that have passed their Functional and Reliability Acceptance Tests. From this date the bills for all fixed Monthly Recurring Charges for all ECMWF Countries (excluding ECMWF ACS) User Sites that have passed their Functional and Reliability Acceptance Tests will be collated and issued to ECMWF which will pay such bills accordingly. Service Rebate calculations will be applied every quarter based on and supported by the monthly management reports for each User Site and applying the rebate algorithms as were agreed as part of Schedule 2. ECMWF will monitor the application of Service Rebates for failure to meet Service Levels as defined in Schedule 2. 7. When a monthly management report indicates that a rebatable situation has arisen, the performance shortfalls will be discussed between the Parties as soon as possible after the issue of the relevant management report. The applicable rebate will be issued as a credit with the next bill following the period in which the rebatable situation occurred to the ECMWF or the AP, as the case may be. Should a rebatable situation occur in the last billing period before the termination or expiry of this Contract, rebates will be paid in the form of a refund. 8. For User Sites that pass their Functional Acceptance Test and Reliability Acceptance Test after the successful completion of the one month migration period, the Contractor shall raise a bill for the One Time Charges and quarterly Monthly Recurring Charges pro rata to fall in line with the quarterly cycle detailed in clause 3 above, from the day following successful completion of the Reliability Acceptance Test of each User Site. The Contractor shall continue to raise bills for the Monthly Recurring Charges for each User Site, quarterly in advance thereafter. 9. During the User Site Acceptance Tests the QoS will be measured as described in Schedule 6. If the QoS configuration is found to be incorrect and this is not remedied by the Contractor within three months of the date on which the User Site Reliability Acceptance Test is passed, then all subsequent Monthly Recurring Charges for that User Site will be reduced by 2.5%.
Contract ECMWF/2012/207 Page 93 (of 144) SCHEDULE 8 CEILING PRICES 1 Table 2 (ITT Volume II)
1.1 Preferred Configuration
Table 2 Preferred Configuration
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment
1 Australia Platinum 3Mb/s £1,511 £2,100 £2,257 £1,305
2 Austria Platinum 8Mb/s £1,188 £516 £628 £221
3 Belgium Platinum 5Mb/s £1,846 £409 £498 £175
4 Bulgaria Silver 5Mb/s £1,480 £302 £176 £65
5 China Platinum 6Mb/s £2,655 £3,190 £3,583 £1,769
6 Croatia Platinum 3Mb/s £1,336 £548 £668 £235
7 Czech Republic Gold 5Mb/s £994 £384 £468 £165
8 Denmark Platinum 8Mb/s £1,908 £231 £282 £99
9 ECMWF Will be one the “Basic Package” configuration 2Mb 10 Estonia Service Silver 128kb/s £1,431 £490 £331 £121 Quoted
11 EUMETSAT Platinum 20Mb/s £2,648 £1,545 £1,579 £1,064 EUMETSAT- 12 Platinum 10Mb/s £1,287 £1,526 £1,557 £1,056 EUMETCast
13 Finland N/A
14 France Platinum 20Mb/s £3,721 £837 £1,019 £359
15 Germany Platinum 10Mb/s £2,648 £832 £1,215 £357
16 Greece N/A
17 Hungary Platinum 3Mb/s £800 £449 £547 £192
18 Iceland N/A
19 India Platinum 3Mb/s £1,873 £1,603 £1667 £1,140
20 Ireland Platinum 5Mb/s £3,817 £884 £1,077 £379
21 Israel Gold 2Mb/s £874 £577 £702 £247
22 Italy Gold 8Mb/s £2,747 £1,501 £1,828 £643
23 Japan Platinum 10Mb/s £2,299 £2,420 £2,647 £1,439
Page 94 (of 144) Contract/ECMWF/2012/207
Table 2 Preferred Configuration
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 2Mb 24 Jordan Service Gold 1Mb/s £1,722 £2,559 £2,732 £968 Quoted 1Mb 25 Latvia Service Bronze 128kb/s £1,136 £367 £449 £157 Quoted 1Mb 26 Lebanon Service Bronze 128kb/s £3,762 £3,517 £4,286 £1,507 Quoted 1Mb 27 Lithuania Service Bronze 128kb/s £1,136 £411 £500 £176 Quoted
28 Luxembourg Platinum 8Mb/s £2,329 £993 £1,209 £426 the former 1Mb Yugoslav 29 Service Bronze 128kb/s £1,531 £608 £741 £261 Republic of Quoted Macedonia Single 1Mb Service via Radiolin k Quoted - 30 Morocco Silver 1Mb/s £4,197 £2,253 £2,442 £1,367 backup under investig ation subject to site survey
31 Netherlands (The) N/A Netherlands-DR 32 Copper 3Mb/s £1,706 £417 £508 £179 (The)
33 Norway Platinum 20Mb/s £2,877 £635 £822 £272 1Mb 34 Poland Service Silver 256kb/s £992 £395 £481 £169 Quoted
35 Portugal N/A
36 Romania Platinum 2Mb/s £1,033 £240 £293 £103
37 Russia Platinum 10Mb/s £1,531 £585 £713 £251 1Mb 38 Serbia Service Gold 512kb/s £1,239 £419 £510 £180 Quoted 1Mb 39 Slovakia Service Gold 512kb/s £1,384 £350 £427 £150 Quoted
40 Slovenia N/A
41 South Africa Gold 2Mb/s £1,996 £2,868 £3,192 £1,631
Contract ECMWF/2012/207 Page 95 (of 144) Table 2 Preferred Configuration
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment
42 South Korea Platinum 3Mb/s £1,640 £1,643 £1,699 £1,106
43 Spain N/A
44 Sweden Platinum 8Mb/s £2,433 £797 £971 £352
45 Switzerland N/A
46 Turkey Platinum 5Mb/s £8,102 £1,864 £2,271 £799 Single 2Mb Service Quoted United Arab 47 Only, Bronze 128kb/s £2,961 £2,901 £3,233 £1,645 Emirates Backup subject to site survey
48 United Kingdom Platinum 10Mb/s £1,626 £440 £753 £189 United States of 49 Platinum 3Mb/s £1,043 £88 £109 £38 America
Page 96 (of 144) Contract/ECMWF/2012/207
1.2 Option 1
Table 2 Configuration Option 1
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment
1 Australia Platinum 2Mb/s £1,511 £1,950 £2,121 £1,236
2 Austria Platinum 5Mb/s £1,188 £511 £628 £219
3 Belgium Platinum 8Mb/s £1,846 £435 £540 £186
4 Bulgaria Silver 10Mb/s £1,501 £312 £190 £69
5 China Platinum 4Mb/s £2,655 £3,187 £3,513 £1,687
6 Croatia Platinum 512kb/s £1,336 £352 £437 £151
7 Czech Republic Gold 7Mb/s £1,000 £388 £483 £166
8 Denmark Platinum 5Mb/s £1,908 £226 £281 £97
9 ECMWF Will be one the “Basic Package” configuration
10 Estonia N/A
11 EUMETSAT N/A EUMETSAT- 12 Gold 10Mb/s £1,287 £1,523 £1,557 £1,053 EUMETCast 13 Finland N/A
14 France Platinum 15Mb/s £3,721 £830 £1,019 £356
15 Germany Platinum 15Mb/s £2,705 £835 £1,215 £358
16 Greece Platinum 5Mb/s £7,074 £1,677 £2,085 £911
17 Hungary Platinum 1Mb/s £800 £316 £393 £136
18 Iceland N/A
19 India Platinum 2Mb/s £1873 £1,557 £1,633 £1,067
20 Ireland Gold 5Mb/s £3,817 £884 £1,077 £379
21 Israel Gold 1Mb/s £874 £575 £702 £246
22 Italy Gold 10Mb/s £2,808 £1,504 £1,869 £645
23 Japan N/A 2Mb 24 Jordan Service Gold 512kb/s £1,722 £2,559 £2,732 £968 Quoted 1Mb 25 Latvia Service Silver 256kb/s £1,147 £367 £456 £157 Quoted
Contract ECMWF/2012/207 Page 97 (of 144) Table 2 Configuration Option 1
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 1Mb 26 Lebanon Service Silver 256kb/s £3,854 £3,517 £4,371 £1,507 Quoted 1Mb 27 Lithuania Service Silver 256kb/s £1,147 £411 £510 £176 Quoted
28 Luxembourg Platinum 5Mb/s £2,329 £988 £1,209 £423 the former Yugoslav 1Mb 29 Silver 256kb/s £1,553 £608 £756 £261 Republic of Service Macedonia Quoted
30 Morocco N/A Netherlands 31 Platinum 5Mb/s £1,553 £417 £518 £198 (The) Netherlands-DR 32 Copper 2Mb/s £1,706 £417 £508 £179 (The)
33 Norway Platinum 15Mb/s £2,877 £628 £822 £269 1Mb 34 Poland Service Silver 512kb/s £998 £395 £491 £169 Quoted
35 Portugal Platinum 5Mb/s £1,553 £608 £756 £261
36 Romania Platinum 1Mb/s £1,033 £238 £293 £102
37 Russia Platinum 2Mb/s £1,531 £571 £709 £245 1Mb 38 Serbia Service Gold 1Mb/s £1,252 £419 £521 £180 Quoted 1Mb 39 Slovakia Service Gold 256kb/s £1,384 £350 £427 £150 Quoted
40 Slovenia N/A
41 South Africa Silver 1Mb/s £1,996 £2,868 £3,192 £1,631
42 South Korea Platinum 2Mb/s £1,563 £1,458 £1,511 £1,025
43 Spain Platinum 5Mb/s £1,136 £636 £791 £331
44 Sweden Platinum 10Mb/s £2,484 £801 £995 £352
45 Switzerland Platinum 5Mb/s £2,256 £615 £764 £320
46 Turkey Platinum 8Mb/s £8,328 £1,870 £2,324 £801
Page 98 (of 144) Contract/ECMWF/2012/207
Table 2 Configuration Option 1
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment Single 2Mb Service Quoted United Arab 47 Only, Silver 256kb/s £3,040 £2,901 £3,299 £1,645 Emirates Backup subject to site survey
48 United Kingdom Platinum 20Mb/s £1,651 £547 £753 £234 United States of 49 Platinum 1.5Mb/s £1,050 £88 £109 £38 America
Contract ECMWF/2012/207 Page 99 (of 144) 1.3 Option 2
Table 2 Configuration Option 2
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment
1 Australia Platinum 4Mb/s £1,511 £2,231 £2,441 £1,391
2 Austria N/A
3 Belgium Platinum 10Mb/s £1,321 £438 £545 £188
4 Bulgaria Bronze 5Mb/s £1,480 £302 £176 £65
5 China Platinum 8Mb/s £2,713 £3,247 £3,791 £1,926
6 Croatia N/A
7 Czech Republic N/A
8 Denmark Platinum 10Mb/s £1,942 £235 £292 £101
9 ECMWF Will be one of the “Basic Package” configuration 2Mb Service 10 Estonia N/A Quoted
11 EUMETSAT N/A EUMETSAT- 12 Silver 10Mb/s £1,287 £1,583 £1,637 £1,113 EUMETCast
13 Finland Platinum 5Mb/s £2,758 £638 £793 £273
14 France Platinum 10Mb/s £3,721 £828 £1,019 £355
15 Germany N/A
16 Greece Platinum 8Mb/s £7,074 £1,683 £2,091 £911
17 Hungary Platinum 5Mb/s £800 £453 £563 £194
18 Iceland N/A
19 India Platinum 4Mb/s £2,231 £1,603 £1,667 £1,121
20 Ireland Platinum 10Mb/s £3,910 £893 £1,110 £383
21 Israel Gold 3Mb/s £876 £578 £719 £248
22 Italy N/A
23 Japan N/A
24 Jordan N/A 1Mb Service 25 Latvia Silver 512kb/s £1,147 £367 £456 £157 Quoted 1Mb Service 26 Lebanon Silver 512kb/s £3,854 £3,517 £4,371 £1,507 Quoted
Page 100 (of 144) Contract/ECMWF/2012/207
Table 2 Configuration Option 2
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 1Mb Service 27 Lithuania Silver 512kb/s £1,147 £411 £510 £176 Quoted
28 Luxembourg N/A the former 1Mb Service 29 Yugoslav Republic Silver 512kb/s £1,553 £608 £756 £261 Quoted of Macedonia 30 Morocco N/A
31 Netherlands (The) Platinum 8Mb/s £1,553 £427 £531 £198 Netherlands-DR 32 N/A (The)
33 Norway Platinum 10Mb/s £2,877 £626 £822 £268 1Mb Service 34 Poland Silver 1Mb/s £998 £395 £491 £169 Quoted
35 Portugal Platinum 8Mb/s £1,553 £614 £763 £263
36 Romania Platinum 3Mb/s £1,033 £318 £396 £136
37 Russia Gold 10Mb/s £1,531 £585 £713 £251
38 Serbia N/A 1Mb Service 39 Slovakia Gold 1Mb/s £1,402 £350 £435 £150 Quoted
40 Slovenia N/A
41 South Africa N/A
42 South Korea Platinum 4Mb/s £1,665 £1,702 £1,784 £1,164
43 Spain Platinum 8Mb/s £1,136 £642 £797 £331
44 Sweden Platinum 5Mb/s £2,484 £791 £984 £352
45 Switzerland Platinum 8Mb/s £2,256 £621 £771 £320
46 Turkey N/A Single 2Mb Service Quoted United Arab 47 Only, Backup Silver 512kb/s £3,040 £2,901 £3,299 £1,645 Emirates subject to site survey
48 United Kingdom Platinum 8Mb/s £1,651 £534 £753 £229 United States of 49 Platinum 4Mb/s £1,050 £92 £114 £39 America
Contract ECMWF/2012/207 Page 101 (of 144) 2 Table 3 (ITT Volume II)
2.1 Configuration 1
Table 3 Configuration 1
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 1Mb Services 50 Albania Bronze 128kb/s £2,306 £1,569 £1,928 £672 Quoted 1Mb Services 51 Algeria Bronze 128kb/s £2,808 £9,187 £10,550 £5,080 Quoted 1Mb Services 52 Argentina Silver 512kb/s £2,500 £1,345 £1,652 £576 Quoted 1Mb Services 53 Armenia Bronze 128kb/s £3,686 £2,329 £2,861 £998 Quoted 1Mb Services 54 Azerbaijan Bronze 128kb/s £3,561 £3,155 £3,876 £1,352 Quoted 1Mb Services 55 Belarus Bronze 128kb/s £3,761 £5,476 £6,106 £3,100 Quoted Bosnia and 1Mb Services 56 Bronze 128kb/s £1,804 £756 £929 £324 Herzegovina Quoted 2Mb Service 57 Brazil Gold 2Mb/s £1,764 £2,218 £2,701 £950 Quoted 2Mb Services are priced as 58 Canada T1. Platinum 2Mb/s £2,473 £574 £705 £246 3Mb Services are 2 x T1 2Mb Service 59 Cyprus Bronze 128kb/s £5,142 £856 £1,052 £367 Quoted 1Mb Service 60 Egypt Bronze 128kb/s £1,755 £1,711 £2,102 £733 Quoted 2Mb Service 61 French Polynesia Copper 2Mb/s £2,900 £27,990 £31,923 £15,490 Quoted 1Mb Service 62 Georgia Bronze 128kb/s £1,703 £1,812 £2,226 £776 Quoted Single 2Mb Satellite Service 63 Iran Quoted, Gold 2Mb/s £3,686 £7,120 £7,197 £4,100 backup subject to site survey 1Mb Services 64 Kazakhstan Bronze 128kb/s £3,084 £5,268 £6,109 £2,996 Quoted 1Mb Services 65 Kenya Bronze 128kb/s £3,223 £2,100 £2,093 £730 Quoted 1Mb Services 66 Malta Bronze 128kb/s £4,393 £1,538 £1,890 £659 Quoted 1Mb Services 67 Moldova Bronze 128kb/s £1,202 £478 £587 £205 Quoted 1Mb Services 68 Montenegro Bronze 128kb/s £2,386 £1,170 £1,437 £501 Quoted
69 New Caledonia Copper 2Mb/s £3,983 £5,775 £6,481 £2,910
Page 102 (of 144) Contract/ECMWF/2012/207
Table 3 Configuration 1
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 70 New Zealand Gold 2Mb/s £2,255 £1,849 £2,271 £792
71 Saudi Arabia Gold 2Mb/s £5,073 £6,649 £7,413 £3,764 1Mb Services 72 Syrian Arab Republic Bronze 128kb/s £4,808 £10,537 £12,024 £5,944 Quoted 1Mb Services 73 Tunisia Bronze 128kb/s £2,323 £1,787 £2,195 £766 Quoted 1Mb Services 74 Ukraine Bronze 128kb/s £2,306 £502 £617 £215 Quoted
Contract ECMWF/2012/207 Page 103 (of 144) 2.2 Configuration 2
Table 3 Configuration 2
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 1Mb Services 50 Albania Silver 256kb/s £2,306 £1,569 £1,928 £672 Quoted 1Mb Services 51 Algeria Silver 256kb/s £2,808 £9,187 £10,550 £5,080 Quoted 1Mb Services 52 Argentina Silver 1Mb/s £2,500 £1,345 £1,652 £576 Quoted 1Mb Services 53 Armenia Silver 256kb/s £3,686 £2,329 £2,861 £998 Quoted 1Mb Services 54 Azerbaijan Silver 256kb/s £3,561 £3,155 £3,876 £1,352 Quoted 1Mb Services 55 Belarus Silver 256kb/s £3,761 £5,476 £6,106 £3,100 Quoted Bosnia and 1Mb Services 56 Silver 256kb/s £1,804 £756 £929 £324 Herzegovina Quoted 2Mb Service 57 Brazil Gold 1Mb/s £1,764 £2,215 £2,701 £949 Quoted 2Mb Services are priced as 58 Canada T1. Gold 2Mb/s £2,473 £574 £705 £246 3Mb Services are 2 x T1 2Mb Service 59 Cyprus Silver 256kb/s £5,142 £856 £1,052 £367 Quoted 1Mb Service 60 Egypt Silver 256kb/s £1,755 £1,711 £2,102 £733 Quoted 2Mb Service 61 French Polynesia Copper 1Mb/s £2,900 £27,990 £31,923 £15,490 Quoted 1Mb Service 62 Georgia Silver 256kb/s £1,703 £1,812 £2,226 £776 Quoted Single 2Mb Satellite Service 63 Iran Quoted, Gold 1Mb/s £3,686 £7,120 £7,197 £4,100 backup subject to site survey 1Mb Services 64 Kazakhstan Silver 256kb/s £3,084 £5,268 £6,109 £2,996 Quoted 1Mb Services 65 Kenya Silver 256kb/s £3,223 £2,100 £2,093 £730 Quoted 1Mb Services 66 Malta Silver 256kb/s £4,393 £1,538 £1,890 £659 Quoted 1Mb Services 67 Moldova Silver 256kb/s £1,202 £478 £587 £205 Quoted 1Mb Services 68 Montenegro Silver 256kb/s £2,386 £1,170 £1,437 £501 Quoted 69 New Caledonia Copper 3Mb/s £3,983 £7,300 £9,420 £3,800
70 New Zealand Gold 3Mb/s £2,255 £1,935 £2,377 £829
Page 104 (of 144) Contract/ECMWF/2012/207
Table 3 Configuration 2
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 71 Saudi Arabia Gold 1Mb/s £5,073 £6,649 £7,413 £3,764 1Mb Services 72 Syrian Arab Republic Silver 256kb/s £4,808 £10,537 £12,024 £5,944 Quoted 1Mb Services 73 Tunisia Silver 256kb/s £2,323 £1,787 £2,195 £766 Quoted 1Mb Services 74 Ukraine N/A Quoted
Contract ECMWF/2012/207 Page 105 (of 144) 2.3 Configuration 3
Table 3 Configuration 3
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 1Mb Services 50 Albania Silver 512kb/s £2,306 £1,569 £1,928 £672 Quoted 1Mb Services 51 Algeria Silver 512kb/s £2,808 £9,187 £10,550 £5,080 Quoted 1Mb Services 52 Argentina N/A Quoted 1Mb Services 53 Armenia Silver 512kb/s £3,686 £2,329 £2,861 £998 Quoted 1Mb Services 54 Azerbaijan Silver 512kb/s £3,561 £3,155 £3,876 £1,352 Quoted 1Mb Services 55 Belarus Silver 512kb/s £3,761 £5,476 £6,106 £3,100 Quoted Bosnia and 1Mb Services 56 Silver 512kb/s £1,804 £756 £929 £324 Herzegovina Quoted 2Mb Service 57 Brazil Gold 512kb/s £1,764 £2,215 £2,701 £949 Quoted 2Mb Services are priced as 58 Canada T1. Platinum 3Mb/s £3,272 £752 £924 £322 3Mb Services are 2 x T1 2Mb Service 59 Cyprus Silver 512kb/s £5,142 £856 £1,052 £367 Quoted 1Mb Service 60 Egypt Silver 512kb/s £1,755 £1,711 £2,102 £733 Quoted 2Mb Service 61 French Polynesia Copper 512kb/s £2,900 £27,990 £31,923 £15,490 Quoted 1Mb Service 62 Georgia Silver 512kb/s £1,703 £1,812 £2,226 £776 Quoted Single 2Mb Satellite Service 63 Iran Quoted, Gold 512kb/s £3,686 £7,120 £7,197 £4,100 backup subject to site survey 1Mb Services 64 Kazakhstan Silver 512kb/s £3,084 £5,268 £6,109 £2,996 Quoted 1Mb Services 65 Kenya Silver 512kb/s £3,223 £2,100 £2,093 £730 Quoted 1Mb Services 66 Malta Silver 512kb/s £4,393 £1,538 £1,890 £659 Quoted 1Mb Services 67 Moldova Silver 512kb/s £1,202 £478 £587 £205 Quoted 1Mb Services 68 Montenegro Silver 512kb/s £2,386 £1,170 £1,437 £501 Quoted
69 New Caledonia Copper 1Mb/s £3,983 £5,775 £6,481 £2,910
Page 106 (of 144) Contract/ECMWF/2012/207
Table 3 Configuration 3
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 70 New Zealand Gold 1Mb/s £2,255 £1,849 £2,271 £792
71 Saudi Arabia Gold 512kb/s £5,073 £6,649 £7,413 £3,764
1Mb Services 72 Syrian Arab Republic Silver 512kb/s £4,808 £10,537 £12,024 £5,944 Quoted 1Mb Services 73 Tunisia Silver 512kb/s £2,323 £1,787 £2,195 £766 Quoted 1Mb Services 74 Ukraine Silver 512kb/s £2,306 £502 £617 £215 Quoted
Contract ECMWF/2012/207 Page 107 (of 144) SCHEDULE 9 ACCOUNT AND SERVICE MANAGEMENT
1. Roles and contact points
In servicing the RMDCN account, the Contractor will allocate the following dedicated roles and contact points to ECMWF and respective AP’s in order to support the operational day-to-day running of the Operational Service. The Contractor confirms that all personnel interfacing directly with ECMWF are fluent in English.
Contractor Sales Account Team
• Regional Client Director (RCD) – Joe Marano: reports directly to the Contractor’s project board sponsor and acts as a senior member of the Contractor’s account team. The RCD will be the first point of escalation for service or commercial escalations from both the “Client Director” and “Sales Account Manager” or directly from the client project manager or client project sponsor;
• Client Director (CD) – Tim Cutts: reports directly to the RCD and will be a single point of contact for the executive IT Team for all matters relating to account management. The CD will be supported on a day-to-day basis by the dedicated sales account manager;
• Sales Account Manager (Sales AM) – Eamonn Hayes: reports directly to the client director and provides day-to-day support for all matters relating to account management. The Sales AM acts as the primary interface to the change management function for planned and routine changes and is responsible for the delivery of moves, additions and change requests.
2. Contractor Project Management
The Contractor will provide ECMWF with dedicated Project Management resource, in place to oversee the project from the Effective Date to three (3) months after completion of the one month migration period as defined in Event 14 of Schedule 5. All resources necessary for the transition of the RMDCN will be brought under the direct control of the Project Manager who is fully accountable for the satisfactory completion of the project obligations and tasks. The Project Manager has access to the Contractor’s Executive Committee and is fully accountable to the Contractor’s senior management for the management of the RMDCN project. The Project Manager will be the single point of contact (SPOC) for ECMWF and will have full executive responsibility for the Contractor’s Prime Contract for the transition of the RMDCN.
The Contractor’s dedicated Project Manager has a formal delegation of authority for the project and will have direct access to the resources within the company. This enables the Project Manager to direct, co-ordinate, control, progress and supervise the work within the organisation according to the PRINCE2, 7-stage methodology.
3. Contractor Milestone Achievement Escalation Process
Should the Contractor identify a delay or likely delay in achieving any Milestone contained in Schedule 5, the Contractor Project Manager will notify ECWMF in writing. ECMWF shall then have the right to request that the Contractor Project Manager escalates directly to both the Contractor Client Director, and Regional Client Director.
4. Contractor Monthly Reporting Process
The Contractor commits to issuing monthly service reports on the performance of the RMDCN against the service level targets listed in Schedule 2 and will make these reports available to ECMWF by the 15th of the following calendar month.
Page 108 (of 144) Contract/ECMWF/2012/207
The Contractor will produce a monthly report of all faults and current utilisation trends for each site within the RMDCN network. These reports will include the following information:
• Live Services Summary • Incident Summary (previous calendar month) • Proactive versus Reactive tickets opened (previous calendar month) • Incident Details • Soft Changes Made • Customer Contacts Summary The Contractor has in place a dedicated Service Level Management process for the planning, coordinating, drafting, agreeing, monitoring and reporting of service level agreements, which will be used for the on-going review of service achievements to ensure that the required service quality of the RMDCN is maintained and improved where needed. Service Level Management activities are split between the Contractor’s central and regional service management teams. A monthly service review meeting will be setup and agreed by the Contractor and ECMWF to include both the Contractor’s Sales Account Manager and Client Director. The Contractor’s Sales Account Manager will be the point of contact for SLA credit matters and for SLA changes/queries. The central team supports these activities by developing service review reporting and managing the relationship between the regional service manager and the operational teams. The remedy and the problem report are included within the monthly service management report.
5. Contractor’s Web Portal
The Contractor will provide all User Sites with access to the Contractor’s Web Portal, a dedicated customer based web portal, accessible via the Internet, which allows access to specific product areas, online ticket logging and tracking, access to orders and service delivery coordination, monthly invoices in pdf or xml format, and varying levels of user access. Access to these services will be restricted in accordance with Clause 8.3 of the RMDCN Contract.
All User Sites are entitled to receive a login to the Contractor’s Web Portal as part of the service delivery process.
6. Contractor Incident Management Process
The Contractor will provide all User Sites with access to the Customer Contact Centre (CCC), which is responsible for the support of all ECMWF and associated AP services, providing first-line support 24 hours a day, 7 days a week. The CCC is based in Prague and Sofia and comprises multilingual agents covering all core European languages: English, French, German, Italian, Spanish, Portuguese, Dutch, Swedish, Czech, Greek, Polish, Bulgarian, Russian, Hungarian, Norwegian and Romanian.
The CCC manages the following functions:
• Escalation Management. • Incident Management • Service Requests (information, change request, onsite access, remote on site assistance).
User Sites have the ability to contact the CCC via email, telephone or the Contractors Web Portal using the details show in the table below;
Contract ECMWF/2012/207 Page 109 (of 144) Item Description Primary Phone Number +800 4683 7681 (International Toll Free) +420 225 352 904 (Prague DDI) Alternative Phone Number +41 22 783 66 90 (Geneva DDI) Fax +420 225 352 699 [email protected] (for all products) Email [email protected] (for all hosting & security products) Interoute HUB https://Hub.interoute.com [email protected] Change Control (Planned Works) +420 225 352 904 Interoute Czech s.r.o City West Postal Address – Operations Centre Siemensova 2717/4 (Prague - Czech Republic) 155 00 Prague 13 Czech Republic Interoute Managed Services Sarl Postal Address – Operations Centre Chemin de l`Epinglier 2 (Geneva – Switzerland) 1217 Meyrin Switzerland Interoute Bulgaria 122 Ovche Pole Str. Postal Address – Operations Centre Vazrazhdane District (Sofia – Bulgaria) Sofia 1303 Bulgaria
In contacting the CCC, a User Site will need to provide either a “Ticket Number” or “SID”.
If the requirement from a User Site is an existing query then a “Ticket Number” must be provided. This is the Contractors internal reference and will be allocated for each incident, planned works or request.
If the requirement from the User Site is a new query, then a “SID number” (Service ID or Service Identifier – otherwise known as Circuit ID) must be provided. This unique identifier is provided as part of the official handover documentation to each User Site, and relates to each individual service provided as part of the RMDCN.
Using the standard classification from the Contractor, incidents and requests will be classified according to the following matrix;
Page 110 (of 144) Contract/ECMWF/2012/207
Incidents
Category Definition
Service Affecting faults:
Protected/resilient service working on backup, main service hard down Protected/resilient service with both main and back up not working. Critical Protected/resilient service with severe service degradation making service unusable Unprotected service hard down or severe service degradation making service unusable NOTE: Full access for intrusive testing is allowed / agreed to by User Site.
Degradation faults:
Degraded service but usable (e.g. slow speed, packet loss, higher round trip times, disconnects) Protected/resilient service working on main, but backup affected (no impact to performance) Partial loss of service (eg IP routing to one site). Major Back up service (as defined by customer) is not working Service Monitoring lost Critical data restoration NOTE: Assumption is that User Site permission is required before intrusive testing is allowed.
Planned testing (driven by Contractor) Standard Single number failures. Non service affecting threshold alerts (hosting). Requests
Configuration Changes Planned testing (driven by User Site) Service questions Standard Password requests Service Request Information requests (e.g. RFO's)
7. Definitions:
• Service Affecting (SA) - A Service Affecting fault means any fault, repair or condition affecting service(s) as registered by User Site or Contractor. It should be remembered that fault restoration time may be dependent on a third party provider in the case of complete network failure, and hence the restoration timescales of the third party provider themselves shall be adhered to, subject to Schedule 2 (Service Level Agreement). The Contractor shall provide full co-operation in rectifying these types of faults. • Degradation (DA) - Degradation faults are defined as those faults, identified and reported to the Contractor by User Site, which cause a decrease in normal daily traffic volumes i.e. reduced throughput, high incidence of 'Packet Loss' or excessive 'latency'. • Non-Service Affecting (NSA) - Non-Service Affecting fault means any issue, repair or condition that does not cause live disruption to the RMDCN traffic. NSA faults raised outside normal working hours can be deferred until next business day for resolution if both Parties agree.
Contract ECMWF/2012/207 Page 111 (of 144) • Trouble Ticket Number - The CCC Agent will advise the User Site of the associated Ticket number. This number must be referred to in any subsequent telephone conversations or correspondence relating to the reported incident. • Ticket status – Tickets will go through different status types. When the ticket is worked on by the Contractor, the status will be “Open”. When the status is “Suspended”, Contractor is waiting for information from User Site. When the ticket status is in “Pending Customer”, Contractor believes that the incident or request has been resolved and is pending confirmation from User Site. The ticket will be in “solved” status when confirmation is received from User Site after which Contractor will set the ticket to “Closed”. • SLA Parameters - The Service Levels are agreed in Schedule 2. All service level measurements are based on the criteria defined in Schedule 2.
8. Contractor Incident Management Escalation Process
Any User Site may escalate any reported Incident should response and repair times not be met. The applicable trouble ticket will be automatically escalated according to the below escalation matrix.
Global Service Degradation will be automatically escalated to M2 Level and all members of the Contractors Sales Account Team.
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9. Reason for Outage Report (RFO)
The Contractor will issue an RFO (Reason for Outage) report, in English, to ECMWF for any solved Critical or Major incident. An RFO report is also known as a Customer Incident Report or CIR.
The Contractor will make best efforts to deliver the RFO report to ECMWF within 5 working days from the time of the solved Critical or Major incident. The RFO report will be presented to ECMWF by the Contractors Sales Account Team at a mutually agreed time following submission, or within the next Monthly Service Review. The RFO document will detail the relevant events, as detailed below:
• User Site Name • Customer Reference • Affected Service / SID • Incident Log & Closure Date and Time • Summary of incident • Conclusions • Preventive Measures
ECMWF should note that such RFO reports can be generated only if a fault is found and complies with the Contractor and its partner’s RFO policies. For RFO report requests which fall outside these policies an automated template summarising the key details of the ticket can be sent by email to ECMWF immediately.
10. Operational Change Control
The Contractor Operational Change Control (OCC) team ensures that all change is managed according to predefined quality criteria, impact analysis, and that all potential risks are mitigated. A key function of the OCC team is to manage the Contractors Planned Works (PW), described further in this section.
The Contractor aim is to perform all major PW’s during a weekend, with a preferred maintenance window being during the hours of 11pm and 5am Greenwich Mean Time Monday to Sunday. However, it should be noted that due to the size of the Contractor network it is not always possible to put PW’s within this window.
The majority of the Contractor’s PW notifications are sent via email to a User Site with copy to ECMWF with a minimum of 10 days’ notice. Whilst the Contractor will strive to provide User Site with copy to ECMWF with as much notice as possible prior to the start of a PW there are occasions where the Contractor must perform PW’s for which they cannot give notification of 10 days.
The Contractor will inform the customers as soon as possible after the full scope of works has been analyzed.
The majority of the Contractors PW’s will not exceed 4 hours downtime, typically ranging from 30 minutes to 2 hours; however there are rare occasions when extensive work (such as a fibre reroute) requires a full 6 hour PW window to include preparation prior to and testing after the work, to ensure the change is successful and long-lasting.
All maintenance notifications (Scheduled and Emergency) will be sent to User Site with copy to ECMWF with an explanation of the type of work and the location. The Contractor PW team is available to assist if further information is required about a PW, and the Contractor will notify the User Site with copy to ECMWF when the PW is about to commence and when it has been completed.
Contract ECMWF/2012/207 Page 113 (of 144) SCHEDULE 10 CHANGE CONTROL PROCEDURE
1. Definitions
“Change Request Form” means the form used by ECMWF to request any Major Change, the template for which is set out in Appendix 1 to this Schedule 10; “Formal Contract Amendment” means a document that comprehensively memorialises the terms detailed in an agreed Impact Assessment. “Major Change” includes, but is not limited to, an upgrade, downgrade, logical change, modification to or cancellation of an individual Service (see Appendix 2 for complete list of Major Changes) “Minor Change” includes, but is not limited to configuration changes (see Appendix 2 for complete list of Minor Changes)
2. General
Both Parties shall act reasonably and in good faith in progressing and implementing this Change Control Procedure. Each Party shall be liable for its own costs in connection with progressing and agreeing the terms of a Major Change.
3. Request for a Major Change
Where ECMWF requests a Major Change, it shall submit to the Contractor’s Sales Account Manager a completed Change Request Form. The Contractor shall acknowledge receipt of the Change Request Form in writing within five (5) working days of receipt.
4. Contractor Change Order
Within ten (10) working days of the Contractor’s receipt of a Change Request Form, the Contractor shall prepare and deliver to ECMWF an official Change Order Form containing (at a minimum) the following information;
• an estimated lead-time for implementation of the Major Change;
• any proposed change to the Service or Service Charges, or any other additional charges or the mechanism for charging for the same Service;
• a list of deliverables, obligations or resources required from respective User Sites in order to implement the Major Change (if any;
• an Impact Assessment of the Major change.
5. Impact Assessment for Major Changes
Each Impact Assessment shall be completed by the Contractor in good faith and sent to ECMWF together with the Change Order Form. The Impact Assessment shall include (without limitation):
• details of the proposed Major Change including the reason for the Major Change;
• details of the impact of the proposed Major Change on the Service and the Contractor's ability to meet its other obligations under the Contract and any variation to the terms of the Contract that will be required as a result of that impact and including without limitation changes to:
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a) the Service Description and the Service Levels;
b) the Milestones, Implementation Plan and any other timetable previously agreed by the parties;
c) other services provided by third party contractors to User Sites, including any changes required by the proposed Major Change to User Site IT infrastructure;
d) details of the cost of implementing the proposed Major Change;
e) details of the ongoing costs required by the proposed Major Change when implemented, including any increase or decrease in the Charges, any alteration in the resources and/or expenditure required by either party and any alteration to the working practices of either party;
f) a timetable for the implementation, together with any proposals for the testing of the Major Change; and
g) details of how the proposed Major Change will ensure compliance with any applicable Change in Law.
If ECMWF considers that it requires further information regarding the proposed Major Change so that it may properly evaluate the Change Order Form and the Impact Assessment, then within five [5] Working Days of receiving the Impact Assessment, it shall notify the Contractor of this fact and detail the further information that it requires. The Contractor shall then re-issue the relevant Impact Assessment to ECMWF within ten (10) working days of receiving such notification. At ECMWF discretion, the parties may repeat the process described in this Clause until ECMWF is satisfied that it has sufficient information to properly evaluate the Change Order Form and Impact Assessment.
6. Discussion and Agreement of Impact Assessment.
As soon as reasonably practicable after receipt of the Impact Assessment from the Contractor, the parties shall endeavour (acting reasonably and in good faith) to reach agreement on the Impact Assessment or any changes to the Impact Assessment to make it acceptable to both parties, and ECMWF shall indicate in writing its acceptance or non-acceptance of the Impact Assessment.
Should either party consider that the Change requires a Formal Contract Amendment, any approval given by ECMWF shall be deemed to be ‘subject to contract’. The Contractor shall draw up a Formal Contract Amendment and the parties shall then endeavour (acting reasonably and in good faith) to reach agreement on the terms of the Formal Contract Amendment to make it acceptable to both parties.
Contract ECMWF/2012/207 Page 115 (of 144)
APPENDIX 1 CHANGE REQUEST FORM
Change Request Change Reference Number:
Title: Originator: Date of initiation: Details of Proposed Change (To include reason for change and appropriate details/specifications. Identify any attachments as A1, A2, A3 etc.)
Authorised by ECMWF or respective AP Name: Date:
Received by the Contractor Name:
Date:
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APPENDIX 2
RMDCN SERVICE CONFIGURATION CHANGES
Should ECMWF require changes to the configuration or operation of the RMDCN Service once a User Site has been installed, ECMWF must contact the Contractor via either telephone, fax, email or through the Contractor’s Webportal.
Configuration and service changes will be carried out free of charge depending on the classification of the change. The following table shows all potential service changes and whether they are deemed as chargeable items (Major Changes) or whether they are included within the scope of the service (Minor Changes).
Types of Modifications Major Change Minor Change
Add a User Site to the RMDCN X
Delete a User Site X
Move a User Site X
Upgrade of Bandwidth X
Downgrade of Bandwidth X
Add CoS to existing User Site X
Changes to parameters in existing CoS (per X User Site)
Add/Change SNMP Read Access X
Add/Change Netflow configuration X
IP Address Change (LAN) (per User Site) X
Adding/changing/removing a static route X (per User Site)
Where ECMWF requests a Minor Change to be carried out on a User Site, and where all of the relevant information is provided by ECMWF to the Contractor, the Contractor will endeavour to complete all minor changes within three (3) working days from receiving such requests. Should ECMWF request more than five (5) Minor Changes during a given month, the Contractor reserves the right to charge a one-off fee of £200.
Contract ECMWF/2012/207 Page 117 (of 144) APPENDIX 3
IMPACT ASSESSMENT FORM
Impact Assessment Form TITLE: DATE RAISED: CR NO.:
PROJECT: REQUIRED BY DATE:
DETAILED DESCRIPTION OF MAJOR CHANGE FOR WHICH IMPACT ASSESSMENT IS BEING PREPARED AND DETAILS OF ANY RELATED CHANGES:
PROPOSED ADJUSTMENT TO THE CHARGES RESULTING FROM THE MAJOR CHANGE:
DETAILS OF PROPOSED ONE-OFF ADDITIONAL CHARGES AND MEANS FOR DETERMINING THESE (E.G. FIXED PRICE OR COST-PLUS BASIS):
DETAILS OF ANY PROPOSED CONTRACT AMENDMENTS:
DETAILS OF ANY SERVICE LEVELS AFFECTED:
DETAILS OF ANY OPERATIONAL SERVICE IMPACT:
DETAILS OF ANY INTERFACES AFFECTED:
DETAILED RISK ASSESSMENT:
RECOMMENDATIONS:
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SCHEDULE 11 SERVICE TRANSFER PROVISIONS In this Schedule, unless the context requires otherwise, the following definitions apply:
Employee Liabilities all claims, including claims for redundancy payments, unlawful deduction of wages, unfair, wrongful or constructive dismissal compensation, compensation for sex, age, race or disability, or any other unlawful discrimination, claims for equal pay, compensation for less favourable treatment of part-time workers, and any claims (whether in tort, contract or statute or otherwise), demands, actions, proceedings and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs and expenses reasonably incurred in connection with a claim or investigation, and any legal costs and expenses;
Employment Regulations the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) as amended or replaced or any other Regulations implementing the EU Council Directive 77/187/EEC on the approximation of the laws of the EU Member States relating to the safeguarding of employees' rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses;
Staffing Information in relation to all person’s named on the Contractor’s Staff List, such information as ECMWF may reasonably request (subject to the Contractor complying with Data Protection legislation), but including in an anonymised format: (a) their ages, dates of commencement of employment or engagement and gender; (b) the identity of the employer or relevant contracting party; (c) their relevant contractual notice periods and any other terms relating to termination of employment, including redundancy procedures and redundancy payments; (d) the wages, salaries, profit sharing; (e) details of other employment related benefits, including (without limitation) medical insurance, life assurance, pension or other retirement benefit schemes, share option schemes and company car schedules applicable to them; (f) any outstanding or potential contractual, statutory or other liabilities in respect of such individuals (including in respect of personal injury claims); (g) details of any such individuals on long term sickness absence, parental leave, maternity leave or other authorised long term absence; and (h) copies of all relevant documents and materials relating to such information, including copies of relevant contracts of employment (or relevant standard contracts if applied generally in respect of such employees); and (i) copies of all relevant documents and materials relating to such information, including copies of relevant contracts of employment (or relevant standard contracts if applied generally in respect of such employees); and (j) other “employee liability information as such term is defined in Regulation 11 of the Employment Regulations. List of Contractor’s employees who are eligible to transfer to ECMWF or the Staff List Replacement Contractor under the Employment Regulations following a Service Transfer.
Contract ECMWF/2012/207 Page 119 (of 144) 1 APPLICATION OF THE EMPLOYMENT REGULATIONS ON TERMINATION OR AT THE END OF THE TERM
1.1 The Contract envisages that, subsequent to the commencement of the provision of the Service, the identity of the provider of the Service (or any part of the Service) may change (whether as a result of termination of this Contract, or part, or otherwise) resulting in the Service or related services being undertaken by ECMWF or a Replacement Contractor.
1.2 Such change in the identity of the supplier of such services may be a "Service Transfer". The parties acknowledge that if there is a Service Transfer, ECMWF, or a Replacement Contractor, may inherit liabilities in respect of certain employees of the Contractor. Accordingly, the Employment Regulations and/or the Acquired Rights Directive may apply.
2 PRE-SERVICE TRANSFER OBLIGATIONS
2.1 The Contractor agrees that within 20 working days of the earliest of:
2.1.1 receipt of a notification from ECMWF of a Service Transfer or intended Service Transfer;
2.1.2 receipt of the giving of notice of early termination of this Contract or any part thereof;
2.1.3 the date which is 12 months before the end of the Term; or
2.1.4 receipt of a written request of ECMWF at any time
it will provide a provisional Staff List and the Staffing Information to ECMWF or, at ECMWF’s direction, to a Replacement Contractor and it will provide updated provisional Staff List at such intervals as are reasonably requested by ECMWF.
2.2 At least 28 working days prior to the Service Transfer Date, the Contractor shall prepare and provide to ECMWF or, at the direction of ECMWF to the Replacement Contractor, the Contractor's final Staff List, which shall be complete and accurate in all material respects. The Contractor's final Staff List shall identify which of the Contractor Personnel named will transfer to ECMWF or the Replacement Contractor (the “Transferring Employees”). The provision of personal data regarding those individuals detailed on the Contractor's final Staff List is subject to the consent of such individuals (which the Contractor shall use its reasonable endeavours to obtain) and being mindful that the final "Personalised List" can change up to the date of transfer or in the absence of such individual's approval, the Contractor's final Staff List being suitably anonymised so as to comply with Data Protection Legislation.
2.3 ECMWF shall be permitted to use and disclose the Contractor's provisional Staff Lists, the Contractor's final Staff List and the Staffing Information for informing any tenderer or other prospective Replacement Contractor for any services which are substantially the same type of services (or any part thereof) as the Service, provided that ECMWF imposes on such third party obligations of confidence that are no less onerous than ECMWF has to the Contractor in relation to that information.
2.4 Upon reasonable request by ECMWF, the Contractor shall provide ECMWF or at ECMWF’s request, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records as ECMWF reasonably requests in relation to employees detailed in the Staff List and will allow ECMWF or the Replacement Contractor to have copies of any such documents and the Contractor shall use its reasonable endeavours to assist ECMWF or the Replacement Contractor in this respect.
2.5 The Contractor warrants that the Contractor's provisional Staff List, the Contractor's final Staff List and the Staffing Information will be true and accurate in all material respects.
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2.6 From the date of the earliest event referred to in Clauses 2.1.1 to 2.1.4 above, the Contractor agrees that it will not, other than in the ordinary course of business, assign any person to the provision of the Service (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's provisional Staff List and will not, other than in the ordinary course of business, without the prior written consent of ECMWF (such consent not to be unreasonably withheld or delayed):
2.6.1 increase the total number of employees listed on the Contractor's provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed;
2.6.2 make, propose or permit any material changes to the terms and conditions of employment of any employees listed on the Contractor's provisional Staff List;
2.6.3 increase the proportion of working time spent on the Service (or the relevant part) by any of the Contractor Personnel save for fulfilling assignments and projects previously scheduled and agreed;
2.6.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's provisional Staff List;
2.6.5 replace any Contractor Personnel listed on the Contractor's provisional Staff List or deploy any other person to perform the Service (or the relevant part) or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's provisional Staff List save for replacing voluntary resignations or staff terminated by due disciplinary process to satisfy the fulfilment of previously agreed work streams provided that any replacement is employed on the same terms and conditions of employment as the person he/she replaces; and
2.6.6 the Contractor will promptly notify ECMWF or, at ECMWF’s direction, the Replacement Contractor of any notice to terminate employment given by the Contractor or received from any persons listed on the Contractor's provisional Staff List regardless of when such notice takes effect.
2.7 Within seven working days following the Service Transfer Date, the Contractor will provide to ECMWF or any Replacement Contractor, in respect of each person on the Contractor's final Staff List who is transferring :
2.7.1 the most recent month's copy pay slip data;
2.7.2 details of cumulative pay for tax and pension purposes;
2.7.3 details of cumulative tax paid;
2.7.4 tax code;
2.7.5 details of any voluntary deductions from pay; and
2.7.6 bank/building society account details for payroll purposes.
3 THE CONTRACTOR'S INDEMNITY
3.1 In connection with a Relevant Transfer under this Schedule, the parties agree that:
3.1.1 the Contractor will, and shall procure that any sub-contractor will, perform and discharge all the Contractor’s obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date. The Contractor will indemnify ECMWF and any Replacement Contractor against all Employee
Contract ECMWF/2012/207 Page 121 (of 144) Liabilities arising from the Contractor's, or any sub-contractor's, failure to perform and discharge any such obligation and against any Employee Liabilities in respect of the Transferring Employees arising from or as a result of:
a) any act or omission by the Contractor or any sub-contractor occurring on or before the Service Transfer Date or any other matter, event or circumstance occurring or having its origin before the Service Transfer Date save simply for accrual of service before that date;
b) all and any Employee Liabilities in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, national insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
c) any claim arising out of the provision of, or proposal by the Contractor or any sub- contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
d) any claim made by or in respect of any person arising out of such persons’ employment or engagement by the Contractor or sub-contractor for which it is alleged ECMWF or any Replacement Contractor may be liable by virtue of this Service Agreement and/or the Employment Regulations;
3.1.2 the Contractor will indemnify ECMWF and any Replacement Contractor against all Employee Liabilities arising from:
a) any act or omission of the Contractor or any sub-contractor in relation to its obligations under Regulation 13 of the Employment Regulations, or in respect of an award of compensation under Regulation 15 of the Employment Regulations except to the extent that the liability arises from ECMWF or a Replacement Contractor's failure to comply with Regulation 13(4) of the Employment Regulations; and
b) any statement communicated to or action done by the Contractor or any sub- contractor to, or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with ECMWF in writing subject to the timely availability of ECMWF, the Contractor or sub-contractor to verify, amend or negotiate the content of such statements.
3.2 The Contractor will indemnify ECMWF and any Replacement Contractor in respect of any Employee Liabilities arising from any act or omission of the Contractor or any sub-contractor in relation to any person who is employed, contracted with or otherwise engaged by the Contractor and who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
3.3 If any person who is not a Transferring Employee claims or it is determined that his contract of employment has been transferred from the Contractor or any sub-contractor to ECMWF, or a Replacement Contractor pursuant to a relevant transfer, in accordance with the Employment Regulations or claims that his employment would have so transferred had he not resigned, then:
3.3.1 ECMWF or the Replacement Contractor will, within seven working days of becoming aware of that fact, give notice in writing to the Contractor;
3.3.2 the Contractor may offer (or may procure that a sub-contractor may offer) employment to such person within 14 working days of the notification by ECMWF or the Replacement Contractor;
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3.3.3 if such offer of employment is accepted, ECMWF or the Replacement Contractor shall immediately release the person from his employment and the Contractor shall reimburse ECMWF or the Replacement Contractor, as appropriate, for any employment costs associated with the employment of such person by ECMWF or the Replacement Contractor up to the date that such person commences employment with the Contractor;
3.3.4 if after that period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, ECMWF or the Replacement Contractor may within 14 working days give notice to terminate the employment of such person;
3.3.5 Subject to ECMWF or the Replacement Contractor acting in this way or in such other way as may be agreed between the Contractor and ECMWF or the Replacement Contractor, the Contractor will indemnify ECMWF and the Replacement Contractor against:
a) all Employment Liabilities arising out of such termination or otherwise arising out of the employment of such person by ECMWF or a Replacement Contractor; and/or
b) any direct employment costs (if any) associated with the employment of such person by ECMWF or the Replacement Contractor up to the date of termination of such person’s employment.
3.3.6 If such person is neither re-employed by the Contractor or any sub-contractor nor dismissed by ECMWF or the Replacement Contractor within the time scales set out in this Clause 3.3, such person will be treated as a Transferring Employee.
4 MUTUAL OBLIGATIONS
4.1 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to a Relevant Transfer will be fulfilled.
4.2 ECMWF will assume (or will procure that the Replacement Contractor, as the case may be, will assume) the outstanding obligations of the Contractor in relation to the Transferring Employees in respect of accrued holiday entitlements and accrued holiday remuneration only to the Service Transfer Date. In consideration, the Contractor will or will procure that any sub-contractor will pay to ECMWF (or the Replacement Contractor as the case may be) within seven days of the Service Transfer Date the full amount necessary to enable ECMWF or the Replacement Contractor to meet the cost of providing any such untaken holiday entitlements and remuneration as at the Service Transfer Date.
5 THIRD PARTY RIGHTS
5.1 The parties agree that the Contracts (Right of Third Parties) Act 1999 ("CRiTPA") shall apply to Clauses 2, 3 and 4 of this Schedule to the extent necessary that any Replacement Contractor and sub- contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor or ECMWF to the Contractor under those Clauses 2, 3 and 4 in its own right pursuant to Clause 1(1) of CRiTPA.
Contract ECMWF/2012/207 Page 123 (of 144) SCHEDULE 12 CHARGES
1 BASIC PACKAGE
Ethernet will be used as access line technology for all sites, subject to final site survey, and where technically possible.
1.1 Money Stream Configuration
Money Stream Configuration
Number User Site Price Site Type Speed MRC OTC Core Access Management Network 2 Austria Platinum 4Mb/s £1,480 £560 £524 £240 3 Belgium Platinum 4Mb/s £1,846 £485 £304 £208 8 Denmark Platinum 4Mb/s £2,927 £279 £142 £120 9 ECMWF Platinum 200Mb/s £1,480 £2,649 £12,964 £1,135 13 Finland Platinum 4Mb/s £4,447 £664 £734 £285 14 France Platinum 4Mb/s £6,410 £843 £990 £361 15 Germany Platinum 4Mb/s £3,601 £570 £1,215 £244 16 Greece Platinum 4Mb/s £35,584 £2,125 £1,180 £911 18 Iceland Platinum 4Mb/s £7,827 £3,143 £136 £197 20 Ireland Platinum 4Mb/s £3,088 £939 £948 £402 22 Italy Platinum 4Mb/s £4,540 £1,516 £1,773 £650 28 Luxembourg Platinum 4Mb/s £3,737 £1,025 £1,143 £439 31 Netherlands (The) Platinum 4Mb/s £2,904 £462 £416 £198 33 Norway Platinum 4Mb/s £5,133 £576 £822 £247 35 Portugal Platinum 4Mb/s £3,138 £616 £735 £264 43 Spain Platinum 4Mb/s £1,480 £772 £445 £331 44 Sweden Platinum 4Mb/s £3,936 £820 £917 £352 45 Switzerland Platinum 4Mb/s £4,447 £747 £429 £320 46 Turkey Platinum 4Mb/s £14,825 £1,862 £2,243 £798 48 United Kingdom Platinum 4Mb/s £1,480 £457 £753 £196 40 Slovenia Platinum 4Mb/s £1,214 £377 £1,954 £162
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1.2 Basic Package Option 1
Basic Package Option 1
Number User Site Price Site Type Speed OTC MRC Core Access Management Network 2 Austria Platinum 2Mb/s £1,480 £399 £504 £238 3 Belgium Platinum 2Mb/s £1,846 £415 £304 £178 8 Denmark Platinum 2Mb/s £2,927 £250 £142 £107 9 ECMWF Platinum 100Mb/s £1,480 £981 £7,991 £421 13 Finland Platinum 2Mb/s £4,447 £664 £515 £280 14 France Platinum 2Mb/s £6,410 £586 £837 £251 15 Germany Platinum 2Mb/s £3,601 £570 £819 £243 16 Greece Platinum 2Mb/s £35,584 £974 £729 £418 18 Iceland Platinum 2Mb/s £7,827 £1,876 £135 £197 20 Ireland Platinum 2Mb/s £3,088 £939 £934 £402 22 Italy Platinum 2Mb/s £4,540 £467 £668 £200 28 Luxembourg Platinum 2Mb/s £3,737 £520 £743 £223 31 Netherlands (The) Platinum 2Mb/s £2,904 £436 £415 £187 33 Norway Platinum 2Mb/s £5,133 £576 £818 £246 35 Portugal Platinum 2Mb/s £3,138 £513 £732 £220 43 Spain Platinum 2Mb/s £1,480 £669 £444 £287 44 Sweden Platinum 2Mb/s £3,936 £820 £899 £351 45 Switzerland Platinum 2Mb/s £4,447 £646 £429 £277 46 Turkey Platinum 2Mb/s £14,825 £1,862 £2,095 £797 48 United Kingdom Platinum 2Mb/s £1,480 £446 £638 £191 40 Slovenia Platinum 2Mb/s £1,214 £377 £459 £162
Contract ECMWF/2012/207 Page 125 (of 144) 2 Firm And Fixed Prices
2.1 Table 2 (ITT Volume II)
2.1.1 Preferred Configuration
Table 2 Preferred Configuration
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment
1 Australia Platinum 3Mb/s £1,511 £2,100 £2,257 £1,305
2 Austria Platinum 8Mb/s £1,188 £516 £628 £221
3 Belgium Platinum 5Mb/s £1,846 £409 £498 £175
4 Bulgaria Silver 5Mb/s £1,480 £302 £176 £65
5 China Platinum 6Mb/s £2,655 £3,190 £3,583 £1,769
6 Croatia Platinum 3Mb/s £1,336 £548 £668 £235
7 Czech Republic Gold 5Mb/s £994 £384 £468 £165
8 Denmark Platinum 8Mb/s £1,908 £231 £282 £99
9 ECMWF Will be one the “Basic Package” configuration 2Mb 10 Estonia Service Silver 128kb/s £1,431 £490 £331 £121 Quoted
11 EUMETSAT Platinum 20Mb/s £2,648 £1,545 £1,579 £1,064 EUMETSAT- 12 Platinum 10Mb/s £1,287 £1,526 £1,557 £1,056 EUMETCast
13 Finland N/A
14 France Platinum 20Mb/s £3,721 £837 £1,019 £359
15 Germany Platinum 10Mb/s £2,648 £832 £1,215 £357
16 Greece N/A
17 Hungary Platinum 3Mb/s £800 £449 £547 £192
18 Iceland N/A
19 India Platinum 3Mb/s £1,873 £1,603 £1667 £1,140
20 Ireland Platinum 5Mb/s £3,817 £884 £1,077 £379
21 Israel Gold 2Mb/s £874 £577 £702 £247
22 Italy Gold 8Mb/s £2,747 £1,501 £1,828 £643
23 Japan Platinum 10Mb/s £2,299 £2,420 £2,647 £1,439
Page 126 (of 144) Contract/ECMWF/2012/207
Table 2 Preferred Configuration
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 2Mb 24 Jordan Service Gold 1Mb/s £1,722 £2,559 £2,732 £968 Quoted 1Mb 25 Latvia Service Bronze 128kb/s £1,136 £367 £449 £157 Quoted 1Mb 26 Lebanon Service Bronze 128kb/s £3,762 £3,517 £4,286 £1,507 Quoted 1Mb 27 Lithuania Service Bronze 128kb/s £1,136 £411 £500 £176 Quoted
28 Luxembourg Platinum 8Mb/s £2,329 £993 £1,209 £426 the former 1Mb Yugoslav 29 Service Bronze 128kb/s £1,531 £608 £741 £261 Republic of Quoted Macedonia Single 1Mb Service via Radiolin k Quoted - 30 Morocco Silver 1Mb/s £4,197 £2,253 £2,442 £1,367 backup under investig ation subject to site survey
31 Netherlands (The) N/A Netherlands-DR 32 Copper 3Mb/s £1,706 £417 £508 £179 (The)
33 Norway Platinum 20Mb/s £2,877 £635 £822 £272 1Mb 34 Poland Service Silver 256kb/s £992 £395 £481 £169 Quoted
35 Portugal N/A
36 Romania Platinum 2Mb/s £1,033 £240 £293 £103
37 Russia Platinum 10Mb/s £1,531 £585 £713 £251 1Mb 38 Serbia Service Gold 512kb/s £1,239 £419 £510 £180 Quoted 1Mb 39 Slovakia Service Gold 512kb/s £1,384 £350 £427 £150 Quoted
40 Slovenia N/A
41 South Africa Gold 2Mb/s £1,996 £2,868 £3,192 £1,631
Contract ECMWF/2012/207 Page 127 (of 144) Table 2 Preferred Configuration
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment
42 South Korea Platinum 3Mb/s £1,640 £1,643 £1,699 £1,106
43 Spain N/A
44 Sweden Platinum 8Mb/s £2,433 £797 £971 £352
45 Switzerland N/A
46 Turkey Platinum 5Mb/s £8,102 £1,864 £2,271 £799 Single 2Mb Service Quoted United Arab 47 Only, Bronze 128kb/s £2,961 £2,901 £3,233 £1,645 Emirates Backup subject to site survey
48 United Kingdom Platinum 10Mb/s £1,626 £440 £753 £189 United States of 49 Platinum 3Mb/s £1,043 £88 £109 £38 America
Page 128 (of 144) Contract/ECMWF/2012/207
2.1.2 Option 1
Table 2 Configuration Option 1
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment
1 Australia Platinum 2Mb/s £1,511 £1,950 £2,121 £1,236
2 Austria Platinum 5Mb/s £1,188 £511 £628 £219
3 Belgium Platinum 8Mb/s £1,846 £435 £540 £186
4 Bulgaria Silver 10Mb/s £1,501 £312 £190 £69
5 China Platinum 4Mb/s £2,655 £3,187 £3,513 £1,687
6 Croatia Platinum 512kb/s £1,336 £352 £437 £151
7 Czech Republic Gold 7Mb/s £1,000 £388 £483 £166
8 Denmark Platinum 5Mb/s £1,908 £226 £281 £97
9 ECMWF Will be one the “Basic Package” configuration
10 Estonia N/A
11 EUMETSAT N/A EUMETSAT- 12 Gold 10Mb/s £1,287 £1,523 £1,557 £1,053 EUMETCast 13 Finland N/A
14 France Platinum 15Mb/s £3,721 £830 £1,019 £356
15 Germany Platinum 15Mb/s £2,705 £835 £1,215 £358
16 Greece Platinum 5Mb/s £7,074 £1,677 £2,085 £911
17 Hungary Platinum 1Mb/s £800 £316 £393 £136
18 Iceland N/A
19 India Platinum 2Mb/s £1873 £1,557 £1,633 £1,067
20 Ireland Gold 5Mb/s £3,817 £884 £1,077 £379
21 Israel Gold 1Mb/s £874 £575 £702 £246
22 Italy Gold 10Mb/s £2,808 £1,504 £1,869 £645
23 Japan N/A 2Mb 24 Jordan Service Gold 512kb/s £1,722 £2,559 £2,732 £968 Quoted 1Mb 25 Latvia Service Silver 256kb/s £1,147 £367 £456 £157 Quoted
Contract ECMWF/2012/207 Page 129 (of 144) Table 2 Configuration Option 1
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 1Mb 26 Lebanon Service Silver 256kb/s £3,854 £3,517 £4,371 £1,507 Quoted 1Mb 27 Lithuania Service Silver 256kb/s £1,147 £411 £510 £176 Quoted
28 Luxembourg Platinum 5Mb/s £2,329 £988 £1,209 £423 the former Yugoslav 1Mb 29 Silver 256kb/s £1,553 £608 £756 £261 Republic of Service Macedonia Quoted
30 Morocco N/A Netherlands 31 Platinum 5Mb/s £1,553 £417 £518 £198 (The) Netherlands-DR 32 Copper 2Mb/s £1,706 £417 £508 £179 (The)
33 Norway Platinum 15Mb/s £2,877 £628 £822 £269 1Mb 34 Poland Service Silver 512kb/s £998 £395 £491 £169 Quoted
35 Portugal Platinum 5Mb/s £1,553 £608 £756 £261
36 Romania Platinum 1Mb/s £1,033 £238 £293 £102
37 Russia Platinum 2Mb/s £1,531 £571 £709 £245 1Mb 38 Serbia Service Gold 1Mb/s £1,252 £419 £521 £180 Quoted 1Mb 39 Slovakia Service Gold 256kb/s £1,384 £350 £427 £150 Quoted
40 Slovenia N/A
41 South Africa Silver 1Mb/s £2,996 £2,868 £3,192 £1,631
42 South Korea Platinum 2Mb/s £1,563 £1,458 £1,511 £1,025
43 Spain Platinum 5Mb/s £1,136 £636 £791 £331
44 Sweden Platinum 10Mb/s £2,484 £801 £995 £352
45 Switzerland Platinum 5Mb/s £2,256 £615 £764 £320
46 Turkey Platinum 8Mb/s £8,328 £1,870 £2,324 £801
Page 130 (of 144) Contract/ECMWF/2012/207
Table 2 Configuration Option 1
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment Single 2Mb Service Quoted United Arab 47 Only, Silver 256kb/s £3,040 £2,901 £3,299 £1,645 Emirates Backup subject to site survey
48 United Kingdom Platinum 20Mb/s £1,651 £547 £753 £234 United States of 49 Platinum 1.5Mb/s £1,050 £88 £109 £38 America
Contract ECMWF/2012/207 Page 131 (of 144) 2.1.3 Option 2
Table 2 Configuration Option 2
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment
1 Australia Platinum 4Mb/s £1,511 £2,231 £2,441 £1,391
2 Austria N/A
3 Belgium Platinum 10Mb/s £1,321 £438 £545 £188
4 Bulgaria Bronze 5Mb/s £1,480 £302 £176 £65
5 China Platinum 8Mb/s £2,713 £3,247 £3,791 £1,926
6 Croatia N/A
7 Czech Republic N/A
8 Denmark Platinum 10Mb/s £1,942 £235 £292 £101
9 ECMWF Will be one of the “Basic Package” configuration 2Mb Service 10 Estonia N/A Quoted
11 EUMETSAT N/A EUMETSAT- 12 Silver 10Mb/s £1,287 £1,583 £1,637 £1,113 EUMETCast
13 Finland Platinum 5Mb/s £2,758 £638 £793 £273
14 France Platinum 10Mb/s £3,721 £828 £1,019 £355
15 Germany N/A
16 Greece Platinum 8Mb/s £7,074 £1,683 £2,091 £911
17 Hungary Platinum 5Mb/s £800 £453 £563 £194
18 Iceland N/A
19 India Platinum 4Mb/s £2,231 £1,603 £1,667 £1,121
20 Ireland Platinum 10Mb/s £3,910 £893 £1,110 £383
21 Israel Gold 3Mb/s £876 £578 £719 £248
22 Italy N/A
23 Japan N/A
24 Jordan N/A 1Mb Service 25 Latvia Silver 512kb/s £1,147 £367 £456 £157 Quoted 1Mb Service 26 Lebanon Silver 512kb/s £3,854 £3,517 £4,371 £1,507 Quoted
Page 132 (of 144) Contract/ECMWF/2012/207
Table 2 Configuration Option 2
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 1Mb Service 27 Lithuania Silver 512kb/s £1,147 £411 £510 £176 Quoted
28 Luxembourg N/A the former 1Mb Service 29 Yugoslav Republic Silver 512kb/s £1,553 £608 £756 £261 Quoted of Macedonia 30 Morocco N/A
31 Netherlands (The) Platinum 8Mb/s £1,553 £427 £531 £198 Netherlands-DR 32 N/A (The)
33 Norway Platinum 10Mb/s £2,877 £626 £822 £268 1Mb Service 34 Poland Silver 1Mb/s £998 £395 £491 £169 Quoted
35 Portugal Platinum 8Mb/s £1,553 £614 £763 £263
36 Romania Platinum 3Mb/s £1,033 £318 £396 £136
37 Russia Gold 10Mb/s £1,531 £585 £713 £251
38 Serbia N/A 1Mb Service 39 Slovakia Gold 1Mb/s £1,402 £350 £435 £150 Quoted
40 Slovenia N/A
41 South Africa N/A
42 South Korea Platinum 4Mb/s £1,665 £1,702 £1,784 £1,164
43 Spain Platinum 8Mb/s £1,136 £642 £797 £331
44 Sweden Platinum 5Mb/s £2,484 £791 £984 £352
45 Switzerland Platinum 8Mb/s £2,256 £621 £771 £320
46 Turkey N/A Single 2Mb Service Quoted United Arab 47 Only, Backup Silver 512kb/s £3,040 £2,901 £3,299 £1,645 Emirates subject to site survey
48 United Kingdom Platinum 8Mb/s £1,651 £534 £753 £229 United States of 49 Platinum 4Mb/s £1,050 £92 £114 £39 America
Contract ECMWF/2012/207 Page 133 (of 144) 2.2 Table 3 (ITT Volume II)
2.2.1 Configuration 1
Table 3 Configuration 1
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 1Mb Services 50 Albania Bronze 128kb/s £2,306 £1,569 £1,928 £672 Quoted 1Mb Services 51 Algeria Bronze 128kb/s £2,808 £9,187 £10,550 £5,080 Quoted 1Mb Services 52 Argentina Silver 512kb/s £2,500 £1,345 £1,652 £576 Quoted 1Mb Services 53 Armenia Bronze 128kb/s £3,686 £2,329 £2,861 £998 Quoted 1Mb Services 54 Azerbaijan Bronze 128kb/s £3,561 £3,155 £3,876 £1,352 Quoted 1Mb Services 55 Belarus Bronze 128kb/s £3,761 £5,476 £6,106 £3,100 Quoted Bosnia and 1Mb Services 56 Bronze 128kb/s £1,804 £756 £929 £324 Herzegovina Quoted 2Mb Service 57 Brazil Gold 2Mb/s £1,764 £2,218 £2,701 £950 Quoted 2Mb Services are priced as 58 Canada T1. Platinum 2Mb/s £2,473 £574 £705 £246 3Mb Services are 2 x T1 2Mb Service 59 Cyprus Bronze 128kb/s £5,142 £856 £1,052 £367 Quoted 1Mb Service 60 Egypt Bronze 128kb/s £1,755 £1,711 £2,102 £733 Quoted 2Mb Service 61 French Polynesia Copper 2Mb/s £2,900 £27,990 £31,923 £15,490 Quoted 1Mb Service 62 Georgia Bronze 128kb/s £1,703 £1,812 £2,226 £776 Quoted Single 2Mb Satellite Service 63 Iran Quoted, Gold 2Mb/s £3,686 £7,120 £7,197 £4,100 backup subject to site survey 1Mb Services 64 Kazakhstan Bronze 128kb/s £3,084 £5,268 £6,109 £2,996 Quoted 1Mb Services 65 Kenya Bronze 128kb/s £3,223 £2,100 £2,093 £730 Quoted 1Mb Services 66 Malta Bronze 128kb/s £4,393 £1,538 £1,890 £659 Quoted 1Mb Services 67 Moldova Bronze 128kb/s £1,202 £478 £587 £205 Quoted 1Mb Services 68 Montenegro Bronze 128kb/s £2,386 £1,170 £1,437 £501 Quoted
Page 134 (of 144) Contract/ECMWF/2012/207
Table 3 Configuration 1
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 69 New Caledonia Copper 2Mb/s £3,983 £5,775 £6,481 £2,910
70 New Zealand Gold 2Mb/s £2,255 £1,849 £2,271 £792
71 Saudi Arabia Gold 2Mb/s £5,073 £6,649 £7,413 £3,764 1Mb Services 72 Syrian Arab Republic Bronze 128kb/s £4,808 £10,537 £12,024 £5,944 Quoted 1Mb Services 73 Tunisia Bronze 128kb/s £2,323 £1,787 £2,195 £766 Quoted 1Mb Services 74 Ukraine Bronze 128kb/s £2,306 £502 £617 £215 Quoted
Contract ECMWF/2012/207 Page 135 (of 144) 2.2.2 Configuration 2
Table 3 Configuration 2
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 1Mb Services 50 Albania Silver 256kb/s £2,306 £1,569 £1,928 £672 Quoted 1Mb Services 51 Algeria Silver 256kb/s £2,808 £9,187 £10,550 £5,080 Quoted 1Mb Services 52 Argentina Silver 1Mb/s £2,500 £1,345 £1,652 £576 Quoted 1Mb Services 53 Armenia Silver 256kb/s £3,686 £2,329 £2,861 £998 Quoted 1Mb Services 54 Azerbaijan Silver 256kb/s £3,561 £3,155 £3,876 £1,352 Quoted 1Mb Services 55 Belarus Silver 256kb/s £3,761 £5,476 £6,106 £3,100 Quoted Bosnia and 1Mb Services 56 Silver 256kb/s £1,804 £756 £929 £324 Herzegovina Quoted 2Mb Service 57 Brazil Gold 1Mb/s £1,764 £2,215 £2,701 £949 Quoted 2Mb Services are priced as 58 Canada T1. Gold 2Mb/s £2,473 £574 £705 £246 3Mb Services are 2 x T1 2Mb Service 59 Cyprus Silver 256kb/s £5,142 £856 £1,052 £367 Quoted 1Mb Service 60 Egypt Silver 256kb/s £1,755 £1,711 £2,102 £733 Quoted 2Mb Service 61 French Polynesia Copper 1Mb/s £2,900 £27,990 £31,923 £15,490 Quoted 1Mb Service 62 Georgia Silver 256kb/s £1,703 £1,812 £2,226 £776 Quoted Single 2Mb Satellite Service 63 Iran Quoted, Gold 1Mb/s £3,686 £7,120 £7,197 £4,100 backup subject to site survey 1Mb Services 64 Kazakhstan Silver 256kb/s £3,084 £5,268 £6,109 £2,996 Quoted 1Mb Services 65 Kenya Silver 256kb/s £3,223 £2,100 £2,093 £730 Quoted 1Mb Services 66 Malta Silver 256kb/s £4,393 £1,538 £1,890 £659 Quoted 1Mb Services 67 Moldova Silver 256kb/s £1,202 £478 £587 £205 Quoted 1Mb Services 68 Montenegro Silver 256kb/s £2,386 £1,170 £1,437 £501 Quoted 69 New Caledonia Copper 3Mb/s £3,983 £7,300 £9,420 £3,800
70 New Zealand Gold 3Mb/s £2,255 £1,935 £2,377 £829
Page 136 (of 144) Contract/ECMWF/2012/207
Table 3 Configuration 2
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 71 Saudi Arabia Gold 1Mb/s £5,073 £6,649 £7,413 £3,764 1Mb Services 72 Syrian Arab Republic Silver 256kb/s £4,808 £10,537 £12,024 £5,944 Quoted 1Mb Services 73 Tunisia Silver 256kb/s £2,323 £1,787 £2,195 £766 Quoted 1Mb Services 74 Ukraine N/A Quoted
Contract ECMWF/2012/207 Page 137 (of 144) 2.2.3 Configuration 3
Table 3 Configuration 3
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 1Mb Services 50 Albania Silver 512kb/s £2,306 £1,569 £1,928 £672 Quoted 1Mb Services 51 Algeria Silver 512kb/s £2,808 £9,187 £10,550 £5,080 Quoted 1Mb Services 52 Argentina N/A Quoted 1Mb Services 53 Armenia Silver 512kb/s £3,686 £2,329 £2,861 £998 Quoted 1Mb Services 54 Azerbaijan Silver 512kb/s £3,561 £3,155 £3,876 £1,352 Quoted 1Mb Services 55 Belarus Silver 512kb/s £3,761 £5,476 £6,106 £3,100 Quoted Bosnia and 1Mb Services 56 Silver 512kb/s £1,804 £756 £929 £324 Herzegovina Quoted 2Mb Service 57 Brazil Gold 512kb/s £1,764 £2,215 £2,701 £949 Quoted 2Mb Services are priced as 58 Canada T1. Platinum 3Mb/s £3,272 £752 £924 £322 3Mb Services are 2 x T1 2Mb Service 59 Cyprus Silver 512kb/s £5,142 £856 £1,052 £367 Quoted 1Mb Service 60 Egypt Silver 512kb/s £1,755 £1,711 £2,102 £733 Quoted 2Mb Service 61 French Polynesia Copper 512kb/s £2,900 £27,990 £31,923 £15,490 Quoted 1Mb Service 62 Georgia Silver 512kb/s £1,703 £1,812 £2,226 £776 Quoted Single 2Mb Satellite Service 63 Iran Quoted, Gold 512kb/s £3,686 £7,120 £7,197 £4,100 backup subject to site survey 1Mb Services 64 Kazakhstan Silver 512kb/s £3,084 £5,268 £6,109 £2,996 Quoted 1Mb Services 65 Kenya Silver 512kb/s £3,223 £2,100 £2,093 £730 Quoted 1Mb Services 66 Malta Silver 512kb/s £4,393 £1,538 £1,890 £659 Quoted 1Mb Services 67 Moldova Silver 512kb/s £1,202 £478 £587 £205 Quoted 1Mb Services 68 Montenegro Silver 512kb/s £2,386 £1,170 £1,437 £501 Quoted
69 New Caledonia Copper 1Mb/s £3,983 £5,775 £6,481 £2,910
70 New Zealand Gold 1Mb/s £2,255 £1,849 £2,271 £792
Page 138 (of 144) Contract/ECMWF/2012/207
Table 3 Configuration 3
Number User Site Notes Price Site Type Speed MRC OTC Core Manage Access Network ment 71 Saudi Arabia Gold 512kb/s £5,073 £6,649 £7,413 £3,764 1Mb Services 72 Syrian Arab Republic Silver 512kb/s £4,808 £10,537 £12,024 £5,944 Quoted 1Mb Services 73 Tunisia Silver 512kb/s £2,323 £1,787 £2,195 £766 Quoted 1Mb Services 74 Ukraine Silver 512kb/s £2,306 £502 £617 £215 Quoted
Contract ECMWF/2012/207 Page 139 (of 144) 3 OTHER CHARGES
The services listed below have a pre-agreed one-off cost for their implementation.
• Pilot Network Charges are the OTC and six months of the Access Line MRC as defined on the Order Form for the User Sites participating in the Pilot Deployment.
The services listed below are included from the Effective Date at no charge.
• Load balancing
• IPv4 Multicast
SNMP full MIB access to a CPE and Telnet/SSH access to a CPE are part of the default configuration for each User Site deployed (see Schedule 1).
Page 140 (of 144) Contract/ECMWF/2012/207
SCHEDULE 13 ACCEPTABLE USE POLICY
1 GENERAL
Interoute aims to promote a high level of responsible behaviour in connection with the use of the Internet and the Interoute Network and for this purpose has created this Acceptable Use Policy, inter alia, to:
• define acceptable practices for the use of any of Interoute's services that provide access to the Interoute Network, any other network (including the PSTN) and/or the Internet ("Services"); • protect the interests and reputations, and resources of Interoute and its Customers; • protect, as far as Interoute is reasonably able to do, the Internet community as a whole from the improper and/or illegal or criminal behaviour.
All Customers of Interoute must read and comply with this Acceptable Use Policy and, where such Customers provide services to their own users (e.g. resellers or downstream service providers), take all reasonable steps to ensure that their own users are aware of and comply with this Acceptable Use Policy or an acceptable use policy with terms the same or substantially similar to this Acceptable Use Policy, including, where necessary, terminating access for any such users who do not comply with the Acceptable Use Policy. Where the context requires references to "Customer" in this Acceptable Use Policy will be deemed to include the Customer's users or customers.
By using any of the Services, a Customer acknowledges that it has read, understood and agrees to comply with the Acceptable Use Policy. Customers must also ensure that the terms under which they provide services to their own users require that each such user acknowledges that they have read, understood and agreed to abide by this Acceptable Use Policy or an acceptable use policy with terms the same or substantially similar to this Acceptable Use Policy,. Breaches of the Acceptable Use Policy by a user who obtains access via a Customer (e.g. resellers or downstream service providers) will also be considered to be a breach of the Acceptable Use Policy by that Customer.
Each Customer must report to Interoute by e-mail to [email protected] any violations of the Acceptable Use Policy promptly after first becoming aware of such violation and shall provide all reasonable assistance to Interoute to investigate and resolve any reported claims, complaints and/or problems arising out of the Services.
Customers must immediately report to Interoute by e-mail to [email protected] any network issue that might compromise the stability, continuity or security of the Services. Customers must co-operate with Interoute and any properly authorised law enforcement or regulatory authority or body to investigate claims of criminal, illegal or other inappropriate behaviour. Any complaints or enquiries regarding any breach of the Acceptable Use Policy should be sent by e-mail to [email protected].
2 DISCLAIMER
While Interoute reserves the right to edit or remove any content that it deems to be in breach of the Acceptable Use Policy or is otherwise harmful or offensive, Interoute does not intend to review, monitor or control content sent or received by Customers using the Services unless required by law and accordingly Interoute accepts no responsibility or liability to Customers or any other person for the content of any communications that are transmitted by or made available to Customers or their users, regardless of whether they originated from the Interoute Network or the Services.
3 RIGHTS OF INTEROUTE
Subject to Clause 27, if Customers or their users engage in conduct which is in violation of the Acceptable Use Policy or is otherwise illegal or improper, Interoute reserves the right to suspend and/or terminate the Service or
Contract ECMWF/2012/207 Page 141 (of 144) the Customer's access to the Service. Where practicable, Interoute will attempt to notify the Customer of any activity that breaches this Acceptable Use Policy and request that the Customer or its user ceases such activity. However, where any activity of a Customer threatens the integrity or viability of the Interoute Network or involves illegal acts, fraud, unauthorised access/interference, spamming/mail bombing, e-mail relaying, alteration of the Customer's source IP address information, harassment, copyright infringement, the introduction of malicious programs or interference with Interoute's Network Monitoring, Interoute reserves the right to suspend any Service or a Customer's access to any Service without notice. In addition, Interoute reserves the right to take appropriate action, legal or otherwise, against any Customer or other person responsible for the violation of the Acceptable Use Policy.
Interoute reserves the right to, where feasible, implement technical mechanisms to prevent any violation of the Acceptable Use Policy. In addition, Interoute reserves the right to charge the Customer to cover administrative costs associated with the prohibited activities of the Customer including, but not limited to, recovery of the costs of identifying offenders and removing them from or discontinuing providing them Service, in an amount (i) equal to Interoute actual expenses incurred in preventing or responding to such activity, or (ii) up to EUR 10000, whichever is greater. In no event shall Interoute be liable to any user of its Services (Customer or end user) nor any third party for any direct, indirect, special or consequential damages for actions taken pursuant to this AUP in accordance with Clause 27, including, but not limited to, any lost profits, business interruption, loss of programs or other data, or otherwise.
4 PROHIBITED USE
The following are non-exclusive examples of use that is strictly prohibited under the Acceptable Use Policy and are provided merely as guidelines:
4.1 Illegal Activity
Customers must only use the Services for lawful purposes and must not use the Services for any purpose which breaches any applicable law, regulation, treaty or tariff. This includes, without limitation, the use, transmission or storing on Interoute network or servers of any data or material protected by copyright, trademark, trade secret, patent, or other intellectual property right without proper authorisation, and/or the transmission of any material which constitutes an illegal threat, violates applicable import and export laws (including the transmission of encryption software), is obscene, indecent, defamatory or otherwise in violation of any applicable law including, but not limited to, financial services, consumer protection, unfair competition, antidiscrimination, or false advertising. Without limitation, illegal activity will also include defamation, obscenity, child pornography or software piracy.
4.2 Harassment
Customers must not use the Services to harass any person, whether by language, frequency or size of e- mail. Continuing to send any e-mail after being asked to stop will generally be considered harassment and harassment may take any recognised form and will include, but not be limited to, harassment according to race, nationality, religion, sex, sexual persuasion, political affiliation, trade union membership, physical or mental appearance or state or any other form of harassment.
4.3 Unauthorised Access/Interference
Customers must not attempt to gain unauthorised access to, or attempt to interfere with or compromise the normal functioning, operation or security with any network, machines or services. Customers must not use the Services to compromise or deny any third party access the Services or the Internet. A Customer may not use the Services to monitor any data, information or communications without proper authorisation. Customers must not attempt to gain unauthorised access to the user accounts or passwords of other users, or otherwise violate the privacy of any other Customers or users. Customers
Page 142 (of 144) Contract/ECMWF/2012/207
must not attempt to intercept, redirect or otherwise interfere with communications intended for another person.
4.4 Fraud, phising, pharming
Customers must not attempt to impersonate another person by altering source IP information or sending e-mail messages with a false header or other user identification information. Customers must not attempt to fraudulently conceal, forge or otherwise falsify their or another person's identity in connection with the use of the Services.
4.5 E-mail relay, spoofing and forging
Any use of another person's e-mail server to relay e-mail or any other messages (including Instant Messaging) without express authorisation from such person is prohibited. Falsifying user or other Service related information, including, but not limited to, intentionally omitting, deleting, forging or misrepresenting transmission information, including headers, return mailing and Internet protocol addresses, provided to Interoute or to other Service users or engaging in any activities or actions intended to withhold or cloak Customer's or its end users identity or contact information is prohibited.
4.6 Open mail relays
The operation of an open mail relay may be vulnerable to senders of mass unsolicited e-mail hijacking the server for spamming. A failure to take appropriate steps to close an open mail relay shall entitle Interoute to suspend or terminate Services.
4.7 Spamming/Mail bombing
Customers may not use the Services to transmit excessive amounts of unsolicited commercial e-mail messages or send excessive attachments to another user. Use of the Services to send or receive responses to unsolicited commercial e-mails or series of unsolicited commercial e-mails or large attachments sent to one user is prohibited. This shall include, but not be limited to, the collection of e- mail addresses for the purposes of sending excessive amounts of unsolicited e-mail.
4.8 Postings
All postings to USENET groups, websites, forums, online communities and groups must be in accordance with that group's charter and other applicable policies. Customers must not cross post to unrelated news groups or news groups where such posting would breach any applicable charter or policy.
4.9 Malicious Programs
Customers must not intentionally or recklessly introduce malicious programs onto the Interoute Network or the Internet including, but not limited to, computer viruses, spyware, malware, spamware, corrupted data, worms, Trojan Horses etc.
4.10 Unauthorised monitoring, scanning, or intercepting
Customers must not monitor or scan the networks of others, or the use by other persons of the Services or any other services without proper authorisation. Customers must not intercept messages or access data for which the Customer is not the intended recipient or log into a server account of another Customer without proper authorisation. Customer shall respect all applicable laws concerning the privacy of online communications.
Contract ECMWF/2012/207 Page 143 (of 144) 4.11 Provision of false information
Customers must not provide false or incorrect information or data to Interoute when signing up for any Services. Interoute reserves the right to suspend or terminate any Service where false or incorrect information or data has been provided.
4.12 Interference with Interoute's Network Monitoring
Customers must not attempt to circumvent or distort the procedures or processes that Interoute uses to measure time, bandwidth use or other utilization of the Services.
4.13 Excessive Usage
If Interoute has reserved specific bandwidth limitations for a Customer in accordance with a Customer's request, that Customer's use of the Service shall not be in excess of those limitations.
4.14 Password Protection and Transfer of Account
Customers are responsible for protecting the confidentiality of their password and user account numbers and may not share either their password or user account number with any other person. Customers may not transfer their account to anyone without the prior written account of Interoute.
Customers must report to Interoute by e-mail to [email protected] any loss of their password or any other situation in which they believe the security of their password may have been compromised promptly after first becoming aware of such loss or other situation.
4.15 Copyright
Customers must only use the Services in accordance with all applicable intellectual property laws. Interoute reserves the right to remove or disable any material it has reason to believe infringes applicable Intellectual Property laws.
Customers must only use the Services respecting all applicable Intellectual Property Rights of any third party. Interoute shall reserves the right to remove or disable any material it has reason to believe infringes any third party Intellectual Property Rights.
For the avoidance of doubt, Interoute does not accept any responsibility, or liability to owners or other users of any Intellectual Property Rights, for the acts and/or omissions of Customers in connection with or related to the Services in respect of any Intellectual Property Rights.
Customers must use the Services in accordance with the generally accepted norms and expectations of the Internet community in force from time to time.
Customer may not (and Customer may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any Software or programme provided by Interoute as part of its Services any part thereof, unless this is expressly permitted or required by law, or unless specifically authorised by Interoute in writing.
Page 144 (of 144) Contract/ECMWF/2012/207