This Service Schedule is attached to Invoice No. (the “Order”) and constitutes an agreement entered into between UPON PTE LTD the “Supplier” and the “Client”. This “Service Schedule” is issued pursuant to the Terms of Service available on the of the Supplier’s main website.
1.1 In this Service Schedule:
Equipment means any Client Equipment that the Supplier shall be providing IP Telephony Services for as provided under the List of Equipment in the Order.
Service Request means a request by a Subscriber for any support in connection with the Services.
Subscriber means Client or any other third party to which Supplier offers to make available IP Telephony Support Services.
1.2 All capitalized terms used in this Service Schedule which are not defined herein shall have the definition given to them in the Terms of Services.
2.1. This Service Schedule governs the provision of the services described in Annex A hereto (the “Services”). Supplier may make commercially reasonable modifications to Annex A from time to time upon notice to Client.
2.2. Unless otherwise specified by Supplier, orders for the Services shall be as specified in the Order Form.
2.3. Subject to the Terms of Service and full payment of all applicable FEES, Supplier shall provide to Client the Services specified in the Order and as described in Annex A within the Service Coverage Term.
3.1. During the Service Coverage Term specified in the Order, Client may submit to Supplier Service Requests in the manner and during the working hours specified in the Order (“Service Coverage Hours”) or as otherwise notified by Supplier to Client from time to time:
3.2. A Service Request shall be:
3.2.1. true, complete and accurate in all material respects;
3.2.2. where given by telephone, confirmed in writing to Supplier by email as soon as practicable in the Supplier’s prescribed form as notified to Client from time to time and signed by the CLIENT PARTY whose details have been notified by Client to Supplier in advance from time to time;
3.2.3. where given or confirmed by email, in the Supplier’s prescribed form as notified to Client from time to time and signed by the CLIENT PARTY whose details have been notified by Client to Supplier in advance; and
3.2.4. otherwise in accordance with such other instructions and procedures notified by Supplier to Client from time to time.
3.3. Client acknowledges that the Supplier is a commercial business continuity service provider that offers various services to multiple Subscribers. Client therefore agrees that, in the event of multiple Service Requests:
3.3.1. other Subscribers may have priority over the Client depending on the order in which the requests are received; and
3.3.2. as a result, support may not be immediately available to Client despite Client’s Service Request.
3.4. In the event of multiple Service Requests, Supplier shall log all such requests in the order in which they are received. Client agrees that Supplier shall be the final arbiter in connection with the allocation of its services and SUPPLIER EQUIPMENT to Subscribers. Supplier shall not be liable to Client for any failure or delay in the provision of access to or use of all or any part of the Services or SUPPLIER EQUIPMENT. If Supplier is unable to provide the Services to Client, the provision of any alternative services, facilities, equipment and/or resources by Supplier shall be at Supplier’s sole discretion.
4. Client’s Responsibilities
4.1. Client undertakes:
4.1.1. to provide Supplier with a list of CLIENT PARTIES authorized by Client to raise Service Requests and/or communicate with Supplier on Client’s behalf and always to keep Supplier notified of any changes to this list. Supplier reserves the right to reject any Service Requests or other instructions or bookings from any person who is not so listed;
4.1.2. to provide access to the Equipment for the provision of Services;
4.1.3. to provide adequate working space and facilities where necessary for the carrying out of the Services or any Service Request;
4.1.4. to ensure that there is Internet Connectivity where required;
4.1.5. to install or authorize Supplier or SUPPLIER PARTIES to install the necessary on the Equipment in order to receive and use the Services;
4.1.6. never to uninstall, deactivate, switch off, disconnect or render inoperable any software referred to in sub-clause 4.1.2 above or any SUPPLIER EQUIPMENT or CLIENT EQUIPMENT necessary for carrying out the Services;
4.1.7. to supply all necessary CLIENT EQUIPMENT (including, where specified in the Order and manage all related operations required for receipt and use of the Services;
4.1.8. to ensure that Client is duly licensed by the respective licensor(s) (if any) of CLIENT EQUIPMENT to use them and allow Supplier and/or Supplier Parties to use them in connection with the Services;
4.1.9. to only use Equipment which is compatible with and capable of being used in connection with the Services;
4.1.10. to ensure that properly trained and skilled personnel are available to interface with Supplier at all times during Service Requests and at such other times as required by Supplier; and
4.1.11. to provide support for any of Client’s end users. For the avoidance of doubt, Supplier shall not be obliged to communicate with any of Client’s end users.
4.2. Client shall be solely responsible for ensuring that all CLIENT EQUIPMENT are compatible with and suitable for use in connection with the Services. Client shall be solely responsible for all results it obtained from the use of the Services.
4.3. Client warrants and undertakes to Supplier that the CLIENT EQUIPMENT is either owned by or licensed to the Client and is authorized for Supplier’s and/or SUPPLIER PARTIES’ use in connection with the Services. Client shall defend, indemnify, and hold harmless Supplier and SUPPLIER PARTIES from and against any and all Claims to the extent arising out of or in connection with any unauthorized use on the CLIENT EQUIPMENT in connection with the Services.
5. Acceptance of Equipment, Replacement and Relocation.
5.1. Supplier reserves the right to reject any Equipment for coverage on the basis of the condition and quality of the Equipment. Prior to the commencement of this Agreement, the parties shall identify all the Equipment for which the services are to be provided.
5.2. To the extent that any of the Equipment shall require repair or replacement for the purpose of the provision of the Services, this shall be duly notified to Client who shall have the option of agreeing to the proposed repair or replacement. For the avoidance of any doubt, no Services shall be provided to any Equipment deemed by Supplier as requiring any repair, replacement or adjustment prior to the commencement of the Order and for which the charges, costs and fees associated with the same shall be the responsibility of Client.
5.3. To the extent that any of the Equipment was not first provided by Supplier or covered by any existing warranty of Supplier, Supplier reserves the right to inspect the Equipment to determine its operating condition and any repairs, replacement as may be required before Supplier agrees to put the Equipment under the Order.
5.4. To the extent that any items, modules or parts are used to repair the Equipment, such items, modules or parts shall become the property of Client and any defective parts replaced on account of such repair shall become the property of Supplier.
5.5. In the event that any Equipment need to be relocated, Client shall give the minimum of 30 days notice in writing in respect of such relocation.
6. Exclusions
In addition to any other exclusions that are provided under the Terms of Service, the following items are not included under the provision of the Services and should they be required by Client, Supplier shall provide a written quotation for the provision of the same and which Client shall agree to before any of these items are attended to by Supplier. For the avoidance of doubt, any decision to undertake the work connected with any of these items shall be at the sole discretion of Supplier.
6.1. Repair of any damage arising from abuse, accident, misuse or negligence on the part of Client including but not limited to the failure to operate the Equipment in accordance with any specific requirements or instructions as provided by the Manufacturer.
6.2. Repair of any damage resulting from any work carried out by any other vendor or company including but not limited to the provision or removal of any features, accessories or attachments.
6.3. The provision of any Services outside Service Address.
6.4. The removal or relocation of the Equipment.
6.5. Any modification to the Equipment, including any painting or finishing works.
6.6. The provision of any cabling, external power, electrical or cable work.
6.7. Any upgrades to the Equipment.
6.8. The re-design of any call flow or routing.
6.9. Any repair or remedial work associated with fair wear and tear of the Equipment.
6.10. Any reconfiguration and arrangement of system databases except other than those listed in the remote MACD in (Annex A).
6.11. The installation of any new software or anti-virus protection and/or dealing with the impact of any Software due to the upgrading of Hardware or Software.
6.12. The repair of any malfunction or damage caused by the failure of electrical power, air conditioning, humidity or any other environmental factors or failure to provide a suitable operating environment.
6.13. Any damage resulting from a Force Majeure event.
7. Force Majeure
If the whole or any part of the performance by either party of any of its obligations under this Service Schedule or Order is prevented, hindered or delayed or otherwise made impracticable by reason of strikes, labor troubles, floods, fires, accidents, earthquakes, lighting strikes, riots, explosions, wars, warlike conditions, hostilities, acts of government, or other cause of like or different character beyond the control of either party, and either party shall be excused from such performance during the continuance of any such contingency and for so long as such contingency shall continue to prevent, hinder or delay such performance.
8. Indemnity
In addition to Clause 13 (“Indemnity”) in the Terms of Service, the Client shall fully indemnify and hold the Supplier harmless against any and all claims or losses suffered by the Supplier arising from the performance of its obligations under this Service Schedule unless such claim or loss would not have arisen except for the Supplier’s own default.
9. Duration
This Service Schedule shall be valid and in force for the period stated in Order including any renewals and extensions.
10. Limitation of Liability
Clause 12 of the Terms of Service shall apply. In addition, the following shall also apply:
SUBJECT TO THE EXCLUSIONS OR LIMITATIONS OF LIABILITY IN THE TERMS OF SERVICE, SUPPLIER’S ENTIRE LIABILITY TO CLIENT IN RELATION TO THE SERVICES REFERRED TO IN THIS SERVICE SCHEDULE, WHETHER UNDER THIS AGREEMENT OR OTHERWISE (INCLUDING ATTORNEY’S FEES), SHALL NOT EXCEED THE TOTAL FEES FOR SUCH SERVICES PAID BY CLIENT TO SUPPLIER IN THE 12 MONTHS PRECEDING THE DATE THAT THE CAUSE OF ACTION AROSE.
11. Entire Agreement
Together with the Terms of Service and Order, this Service Schedule constitutes the entire agreement between the Supplier and Client with respect to the provision of VoIP System Maintenance Services and supersedes all prior negotiations, proposals, consents, correspondences, pledges, whether made orally or in writing. There are no understandings, representations or warranties of any kind except as expressly set forth herein. In the event of any conflict or inconsistency between the terms in this Service Schedule and the Terms of Service, the terms herein shall prevail in relation to the provision of VoIP System Maintenance Services.
1. Scope of Support Services
1. Diagnose or localize faults to board/module level where possible.
2. Repair of and any remedial work required to restore defective items of Equipment to proper operational condition; including the repair or replacement of all defective parts, unless otherwise agreed in writing between the parties.
3. Restore such defective parts of the system to a fully operational condition as soon as possible; otherwise provide alternative solutions to Client. Supplier will make all reasonable efforts to repair any Equipment designated as End of Life Equipment by the manufacturer, however no guarantees are made by Supplier.
4. Perform Remote MACD (Move, Add, Change, Delete of System Programmable features).
4.1. Add/Delete
4.1.1. Activate/De-activate extension
4.1.2. Activate/De-active Voicemail or Reset Voicemail Password 4.2. Move/Change
4.2. Change
4.2.1. Change User Name Display
4.2.2. Reprogramming of IP phone
4.3. Features changes as follows :
4.3.1. Speed Dial of system and user
4.3.2. Auto-Dial – Memory Button for storing a frequently dialed number
4.3.3. Call Transfer
4.3.4. Activate Call Forward (when no answer or busy)
4.3.5. Call Pickup – To answer calls within user’s pickup group
4.3.6. Call Park – to park calls away from desk and pick up from other extensions
4.3.7. Call Barring – Restriction on overseas (IDD/STD)/External Calls
4.4. Configure
4.4.1. Set System Date/Time
4.4.2. Set Time Conditions
5. Perform Preventive Maintenance.
5.1. Backup Configuration Date i.e.
5.1.1. Display Client option
5.1.2. List Configuration all
5.1.3. Display capacity
5.1.4. List IP interface
5.1.5. List Registered IP Station
5.1.6. List Trunk Group
5.1.7. List Station
5.1.8. List Node Names
5.1.9. List Media Gateway
5.1.10. Display Alarm and Error
5.1.11. List configure software version
5.1.12. List IPSI Interface
5.2. Backup for OS, Security and Server and system Files data
5.3. Screen capture on the license file if applicable
5.4. Visual check on the Hardware
5.5. Verify the room condition (temperature and cleanliness)
6. Fault Recovery
6.1. Major Fault
6.1.1. External calls cannot be made/received.
6.1.2. Extension of key appointment holders in client organization is down.
6.1.3. 50% or more of the extensions are down.
6.1.4. 50% or more of the users’ voicemail are down.
6.1.5. Announcement system is down.
6.1.6. 50% or more of Operator consoles are down.
6.1.7. Conference bridge is down.
6.2. Minor Fault
6.2.1. All faults that are not classified as major fault
6.3. Subject to the terms of this Service Schedule and full payment of all applicable FEES, Supplier shall provide to Client the Services specified the Order and as described in Annex A.
7. Power Shut Down
7.1. System Shutdown Activities
7.1.1. Backup of all System database
7.2. Shutdown of system
7.3. When the power is normalized, power up PABX and perform system health check, i.e.
7.3.1. ISDN status
7.3.2. Alarm status
7.3.3. Error status
7.3.4. Line test
8. Holiday Greetings
8.1. Upon receipt of the request via email (with at least 1 week advance notice), the holiday table (as provided in the email) will be configured for the upcoming Year. In the event that the Client fails to provide the necessary information to the Supplier, the holiday table will remain the same as the previous year. The Supplier updates client’s PABX system. Supplier will perform the change remotely if applicable. Change will be scheduled and done on site if remote is not available.
9. Firmware and Service Packs Update
9.1. This refers to the minor software updates, service packs and firmware update updates that are released and supported by the Principal.
9.2. The client can review these by referring to the Principal’s website or requesting the Supplier for the relevant updates.
9.3. Should the client decide to consider update to the system software, the client will instruct the Supplier to provide an impact analysis, on the installation of patch, based on release notes.
9.4. Should the client decide to consider go ahead with the update to the system software after reviewing them, the following steps will be the sequence of events :
9.4.1. The Client and the Supplier agree on the patches/updates and the timeline.
9.4.2. The Supplier tests patch, where necessary.
9.4.3. Before proceeding with the patches/updates, the Supplier will backup current configuration (for roll-back should there be a need).
9.4.4. The Supplier performs the patches/updates.
9.4.5. The Supplier and Client test and verify the system response. Any issues will be resolved accordingly.
9.4.6. Should there be abnormality, the fall back plan will be activated and system will be reverted back to previous patch.
The Services shall be available only if:
The System have not been modified, changed, or altered by anyone other than Supplier;
The operating environment, including both hardware and systems software, meets the Clients recommended specifications;
The Clients computer hardware is in good operational order, and is installed in a suitable operating environment;
Client promptly notifies Supplier of its need for service;
Client provides adequate troubleshooting information and access so that Supplier can identify and address problems;
Client is using the most recent version of the System provided or otherwise made available to Supplier, or otherwise is applying corrections, fixes, or workarounds provided by Supplier.
2. Support Escalation Process
Process for Level One Support:
1. Client initiates a service request through phone or email. In the event the phone call is not answered, Supplier will arrange a call-back to the Client;
2. Upon eliciting sufficient information by phone, call will be routed to Level 1 Systems Engineer to commence Level One Support;
3. Level One Support is provided through remote access using remote access tools/applications/software only. The Client will need to comply with the instructions given by Level 1 Systems Engineer and to download and install the necessary remote access tools to enable access via Remote Access. If this cannot be done, Level One Support cannot be provided by Supplier;
4. If incident remains unresolved, Level 2 Systems Engineer will be notified to respond onsite within the Response Time stipulated in the Order.
Process for Level Two Support:
1. If the problem cannot be resolved after Level One Support, Level 2 Systems Engineer will be notified to go onsite within the Response Time stipulated in the Order;
2. The Client must provide all necessary facilities and infrastructure to enable Supplier to perform the Level Two Support Services. The Client must also provide all necessary cooperation and information (e.g. passwords, access, codes etc.) to enable the Level 2 Systems Engineer to access the Client’s network and systems to render the Level Two Support;
3. The Client is solely responsible for all issues relating to network security, office systems security and back-up processes. Supplier will not in any case be liable for any breach of security, confidentiality or loss of information and data as a result of performing Level Two Support;
4. Customized and third-party software issues are not within the scope of Level Two Support. The Client acknowledges that the Supplier may not have the necessary access, source codes or permission to perform bug fixes, modifications or alterations to such software;
The Client acknowledges that the Supplier will use its best endeavors to provide the Maintenance Services but not warrant that every issue encountered can be resolved in time or at all. If any issues remain unresolved by the Supplier after going through the Maintenance Services process or it is determined by the Supplier that the problem cannot be resolved by the Maintenance Services, the Supplier’s only obligation is to escalate the identified problem to the manufacturers of equipment and original software owners.
