INOVI TEL (Pty) Ltd
SERVICE LEVEL AGREEMENT FOR OPENSERVE UNI CONNECT BANDWIDTH
1 DEFINITIONS
1.1 Any expression not defined herein shall bear the meaning assigned to it in the Inovi Tel Openserve Uni Connect Schedule, and cognate expressions shall bear corresponding meanings.
1.2 For purposes of this Annexure, in the event of any conflict between definitions in this Annexure and in the Schedule, the definitions in this Annexure shall apply.
1.2.1 “AADT” means accumulated agreed Down Time, being the time for which Openserve Uni Connect Bandwidth is deemed unavailable as set out in clauses 3.6 and 3.7.
1.2.2 “After Hours” means outside Business Hours.
1.2.3 “Annual Rental” means, in respect of the applicable Openserve Uni Connect concerned and for purposes of this Annexure C, the total monthly rental charges in respect of the Openserve Uni Connect Bandwidth payable in an applicable year, minus any discounts thereon.
1.2.4 “Business Hours” means any period between 07h30 and 17h00 on Mondays to Thursdays (and 07h30 to 16h30 on Fridays), excluding Saturdays, Sundays and official South African public holidays.
1.2.5 “Down Time” means that time, to the nearest minute, as described in clause 2.2, during which the Openserve Uni Connect Bandwidth concerned is unavailable.
1.2.6 “Fault” means an incident, not caused by the Customer and/or its network or equipment, that results in the unavailability of or affects the use of the Openserve Uni Connect Bandwidth beyond the applicable parameters set out in clause 2.2.
1.2.7 “Schedule” means the Inovi Tel Openserve Uni Connect Agreement entered into between Inovi and the Customer.
1.2.8 “MADT” means Maximum Allowable Down Time.
1.2.9 “Pmax” means 15 % of Annual Rental, being the maximum percentage of Annual Rental that may be payable as a Rebate.
1.2.10 “Rebate” means the amount, calculated in terms of clause 4, that will be refunded to the Customer as a service credit if Inovi Tel (through Openserve/Telkom) does not achieve the applicable service levels.
1.2.11 “SLA” means Service Level Agreement.
1.2.12 “Silver SLA” means an SLA with a cumulative service Down Time as set out in clause 3.3.1.
1.2.13 “Tmax” means four times the MADT.
2 DOWN TIME
2.1 All aspects relating to the reporting of Faults, Fault isolation and rectification, call-outs and the associated escalation procedures will be as provided for in Annexure E to the Openserve Schedule (as adopted by Inovi Tel for its operations).
2.2 Openserve Uni Connect Bandwidth is deemed to be unavailable when:
2.2.1 no data throughput is possible for a period greater than ten (10) seconds.
3 MEASUREMENT OF SERVICE LEVELS
3.1 Applicable service level and MADT:
| Service Level | MADT (minutes per year) |
|---|---|
| Silver | 4320 |
3.2 Where multiple Openserve Uni Connect Bandwidth circuits are affected by the same Fault, Down Time shall be recorded for each circuit individually.
3.3 Assessment of achievement of service levels and calculation of any Rebate shall be performed annually on the anniversary of the month in which Actual CICD occurred.
3.4 If a circuit is discontinued before a full year elapses:
3.4.1 Performance shall be assessed to the last day of the month in which discontinuation occurred.
3.4.2 MADT shall be prorated to the fraction of a year the service was active.
3.4.3 Any Rebate shall be based on the pro-rata Annual Rental for that period.
3.5 AADT shall be calculated from the time a Fault is reported to Inovi Tel (who will log it with Telkom/Openserve) until the Fault is resolved and handed back to the Customer, excluding agreed stop-clock periods in clause 3.6.
3.6 The AADT will exclude the following times:
3.6.1 Repairs started during Business Hours but completed after Business Hours.
3.6.2 Lack of access to Customer sites or lack of assistance from the Customer.
3.6.3 Customer’s service desk unavailable to receive Fault-clear report.
3.6.4 Planned outages (as per Annexure D), provided that:
3.6.4.1 If a planned outage exceeds the agreed timeframe, only the excess time counts toward AADT unless extended by agreement.
3.6.4.2 If requested less than five (5) days beforehand, the outage counts toward AADT unless accepted by the Customer’s service desk.
3.6.5 Customer tampering with Telkom/Openserve equipment causing Faults.
3.6.6 Unsafe conditions endangering Telkom/Openserve or Inovi personnel.
3.6.7 Delays caused by force majeure events (beyond reasonable control of Telkom/Openserve or Inovi Tel).
3.6.8 Delays caused by third-party access or wayleave issues.
3.6.9 Down Time caused by Customer-initiated changes or testing not performed by Inovi Tel or Openserve.
3.6.10 Any periods where Inovi is awaiting spare parts or replacement equipment under Telkom/Openserve supply constraints notified to the Customer.
3.7 In the event of a dispute regarding recorded Down Time, Inovi Tel’s records (as validated by Openserve/Telkom) shall be prima facie proof of actual Down Time, unless the Customer provides evidence to the contrary within ten (10) Business Days of notification.
4 REBATES
4.1 If AADT > MADT, the Customer will be entitled to a Rebate calculated as:
\text{Rebate %} = \frac{(AADT − MADT)}{(Tmax − MADT)} × Pmax
The Rebate value = Rebate % × Annual Rental for the affected circuit.
4.2 Maximum Rebate = Pmax (15 % of Annual Rental).
4.3 Rebates shall be credited to the Customer’s account once verified by Inovi Tel upon confirmation from Openserve/Telkom of validated Down Time records.
4.4 Rebates apply only to qualifying periods and are not cumulative with any other credits.
4.5 Rebates do not apply to any Down Time excluded under clause 3.6 and are not penalties but service-credit adjustments.
4.6 Rebates shall be processed within two (2) billing cycles following final validation and will not be payable in cash unless otherwise agreed in writing.
5 GENERAL
5.1 This SLA forms an integral part of the Inovi Tel Openserve Uni Connect Agreement and shall remain in force for as long as the associated services are provided.
5.2 Inovi Tel relies on Telkom SA SOC Ltd operating through its Openserve division for the underlying network infrastructure and will mirror the same service credits and SLA performance conditions to its Customers on a back-to-back basis.
5.3 Nothing herein shall impose on Inovi Tel obligations greater than those imposed on it by Telkom/Openserve under their upstream agreement.