Our Customer Terms
infrastructure on-premises
VCE Cloud Services
Contents
1ABOUT THIS PART
2VCE Cloud Service
What is the VCE Cloud Service?
Eligibility
Changes
Service pre-requisites
Term
Third party suppliers
3Product
Product
Title and risk
Delivery
Installation
Use of the Product and third party terms
4VCE Core Support Services
General
Advance replacement service
On-site Support Service
Escalation Response
Hardware and Software End-of-Life Support
Your Responsibilities
5VCE Support Services
General
VCE Support Services exclusions
Your Responsibilities
Additional terms
6VCE Professional Services
Terms applying to VCE Professional Services
Acceptance Testing
7Additional Terms
Resupply and Export restrictions
Warranties
Indemnity
8Definitions
TELSTRA CORPORATION LIMITED (ABN 33 051 775 556) | Our Customer Terms - Cloud Services –Infrastructure on Premises 20 January 2015 | TELSTRA UNRESTRICTED / Page 1 of 25Our Customer Terms
infrastructure on-premises
VCE Cloud Services
Certain words are used with the specific meanings set out in the General Terms part of Our Customer Terms at or in the General Terms of Our Customer Terms at
1ABOUT THIS PART
1.1This is the VCECloud Services part of the Cloud Services section of Our Customer Terms. Depending on the nature of the products and services you are receiving under this Cloud Services section, provisions in other parts of the Cloud Services section, as well as in the General Terms of Our Customer Terms at may apply.
1.2See section one of the General Terms of Our Customer Terms at for more detail on how the various sections of Our Customer Terms are to be read together.
1.3See section one of the General Terms part of the Cloud Services section for more detail on how the various parts of the Cloud Services section are to be read together.
2VCE Cloud Service
What is the VCE Cloud Service?
2.1The VCE Cloud Service (Service) is an integrated, cloud-based computing, network and storage solution, comprising various elements that you can choose from.
2.2The Service may include some or all of the following features (which may be revised by us from time to time in accordance with these Our Customer Terms), depending on your specific order with us:
Feature / DESCRIPTIONProduct / VCE Product: the VCE VblockTM infrastructure platform, which is a configured system of pre-selected hardware and software (including Third Party Software) and any accompanying documentation.
Custom Elements: any custom or non-standard hardware or software elementsadditional to the standard features already incorporated in the VCE Product that we may be able to offer you from time to time.
VCE Services / VCE Core Support Services:basic support services for hardware and software forming part of your Product.
VCE Support Services: additionalservice management foryour Product.
VCE Professional Services: Product training and installation services.
Eligibility
2.3The Services are not available to Telstra wholesale customers or for resale.
Changes
2.4In addition to our rights to vary Our Customer Terms, either of us may request changes to the scope of Services to be provided to you.
2.5If we both agree on the proposed changes then we will provide you with a document setting out the impact of the changes on the scope of your Services (including price) unless these details are already set out in your change request.
2.6If, in our reasonable opinion, we will need to undertake material effort to analyse and document the impact of the changes then we may charge you for undertaking this work. We will agree the prices for doing so with you separately prior to beginning work.
2.7If you agree on the impacts of the change request, we will perform the Services as varied by the requested change.
2.8This section does not limit our ability to:
(a)charge an early termination charge in accordance with paragraph2.14; or
(b)change the VCE Support Services service levels.
Service pre-requisites
2.9You are responsible for obtaining and maintaining (at your cost) any carriage services required in order to use the Services.
2.10We can provide you with details of the minimum technical capabilities of the required carriage services on request.
2.11If you do not comply with clause2.9 for any reason, the service you experience may be adversely affected and we may terminate your Service.
Term
2.12You have to take the Services for a minimum of 12 months.
2.13The actual term of your Service is set out in your application form or separate agreement with us (Initial Term). At the end of the Initial Term, your Service will continue on a month-to-month basis unless otherwise terminated by you or us, or if you let us know that you do not want it to continue beyond the Initial Term.
2.14If your Service is terminated in part or in whole before the end of your Initial Term for any reason other than our material breach, we may charge you the following early termination charges (ETC):
(a)VCE Product (Rental)
ETC = The full amount remaining to be paid in respect of each Product at the date of termination (as set out in your applicable form or separate agreement with us).
(b)VCE Support Services
ETC = 50% of the remaining amount to be paid in respect of each type of VCE Support Services to be terminated, calculated at the date of termination.
You acknowledge that these ETC are a genuine pre-estimate of losses that we would incur as a result of the termination.
Third party suppliers
2.15You acknowledge and agree that we may use third party suppliers to provide or perform elements of the Service.
2.16You are also entitled to choose third party suppliers to supply some elements of the Service directly to you. We identify in this section of Our Customer Terms when that is the case, and if you do choose a third party to supply any such elements of the Service, we are not responsible for providing that element of the Service and your relationship with that third party is governed by your separate agreement with them.
3Product
Product
3.1The Product comprises the VCE Product and any Custom Elements.
3.2The VCE Product is the hardware and software infrastructure platform that you choose for the Services. Your application form will set out the details of the VCE Product you have selected.
3.3You may choose Custom Elements to form part of your Service in addition to the VCE Product. We will let you know what Custom Elements are available on request, and any Custom Elements you choose will be set out in your application form or separate agreement with us.
Charges
3.4There are two options for you acquiring the Product you need for your Service:
(a)buy it from us: or
(b)rent it from us.
3.5If you buy your Product from us, the charges will be set out in your application form or separate agreement with us.
3.6If you choose to rent your Product from us, you will be required to enter into a separate agreement in relation to that rental, and the terms of that agreement will apply in addition to the terms that apply to the remainder of your Service.
Title and risk
3.7If you buy the Product from us:
(a)subject to paragraph3.7(c), ownership of the Product only passes to you once you have paid us in full;
(b)risk in the Productpasses from us to you on delivery; and
(c)you do not acquire title in any in any Third Party Software incorporated in the Product. Any Third Party Softwarein the Product will be licensed to you in accordance with paragraph3.14.
3.8If you rent the Product from us:
(a)we retain ownership of the Product;
(b)risk in the Product passes from us to you on delivery; and
(c)you must not sell, dispose of or encumber the Product; and
(d)you must comply with the terms of the separate rental agreement in respect of the Product.
Delivery
3.9We will deliver any Product that you purchase or rent from us to your nominated address. We will try, but do not promise, to meet any indicative delivery date. If there’s a change in the original delivery date we will try to tell you.
3.10You acknowledge that:
(a)you have examined the equipment before accepting delivery of the Product and satisfied yourself as to its condition; and
(b)you will only use the Productfor your internal business purposes and in accordance with these terms.
3.11We reserve the right to repossess the Product,or suspend or terminate your Service, if you don’t pay the purchase price in full or fail to pay any rental charges. Reconnection fees and early termination charges may also apply.
Installation
3.12You are responsible for:
(a)ensuring the installation locations for the Product meet the hardware specifications (including for power and cooling), which we can provide you on request; and
(b)if you engage a third party (rather than us) to install the Product,paying any third parties you engage to install the Product.
Use of the Product and third party terms
3.13You must install any software, upgrades and patches as directed by us. If you do not, we may suspend your Service until you do, or may not be able to provide the VCE Support Services (and we are excused from doing so).
3.14Depending on the Products and scope of Services you choose, your Service may be subject to additional terms of use imposed by third party suppliers (Licence Terms). A copy of the Licence Terms can be found in the Vendor Terms and Conditions part of the Cloud Services section of Our Customer Terms.
3.15You must comply with the Licence Terms that apply to your Service.
3.16If you do not comply with the Licence Terms, we may immediately terminate your Service.
4VCE Core Support Services
General
4.1We automatically include the Core Support Services with the Productsat no additional cost beyond the charges for the Products.
4.2In addition to the terms set out below, the VCE Core Support Services are subject to the VCE End User Licence Agreement (as described in section3.14), and the VCE Product Life Cycle.
4.3The VCE Core Support Services comprise some or all of:
(a)access to the VCE web-based support portal;
(b)Advanced replacement service;
(c)On-site support services;
(d)Escalation response; and
(e)Hardware and software end-of-life support,
as further described below and as set out in your application form or separate agreement with us.
4.4VCE Core Support Services will be provided through VCE’s web-based portal, VCE Connect.
4.5We will:
(a)use reasonable commercial efforts to make available work-around solutions or patches to reported software problems using reasonable commercial efforts;
(b)make available a Release Certification Matrix on regular intervals through a Release Announcement; and
(c)provide new versions of the VCE Software and Third Party Software, where availableand one copy of any accompanying documentation.
4.6You have certain obligations outlined below to assist us in providing the VCE Core Support Services. If you do not comply with your obligations, we will use reasonable efforts to continue to provide you with the VCE Core Support Services but may charge you anadditional fee.
4.7If during the course of troubleshooting, we determine that an integration issue is due to a third party product, then on your request (and subject to any support agreement you have with the relevant third party supplier) we will assist you to open a case with the relevant third party supplier. To the extent possible, we will assist the third party supplier in resolving your issue.
4.8We will respond to problems raised through VCE Connect according to the following priority levels. For clarity, these priority levels do not apply to the VCE Support Services, and the priority levels for the VCE Support Services do not apply to the Core Support Services.
Priority Level / DESCRIPTION / Response timePriority 1 / Your operations are critically degraded, preventing you from performing essential business functions / 30 minutes (24x7x365)
(but 1 hour for Vblock Series 100 VCE Products)
Priority 2 / Your operations are severely degraded, or significant aspects of your business operations are being negatively impacted by unacceptable system performance. You can continue to perform essential business functions. / 2 hours (24x7x365)
(but 3 hours for Vblock Series 100 VCE Products)
Priority 3 / Your operations are impaired, however most business operations remain available and functional. / Next Business Day
Priority 4 / Your operations are minimally impacted, this includes assistance with configurations, feature requests, and other non-critical questions. / Next Business Day
Advance replacement service
4.9Advanced replacement services involve the shipment of parts or equipment that can be replaced at your premises, before we have received your failed or defective parts. This reduces the period of outages by reducing waiting times.
4.10Advance replacement services are subject to geographic and weight restrictions depending upon installation location.
4.11Shipment of replacement parts are DAT (Incoterms 2010), using our preferred carrier, freight prepaid, excluding import duties, taxes and fees, where applicable. Requests for alternate carriers will be at your expense.
4.12Parts provided under the advance replacement services will be either new or equivalent to new in all material respects.
4.13For Priority 1 issues, advance replacement services will be provided on a four hour response basis, and for Priority 2 issues, same Business Day, local hours, where available.
4.14For Priority 3 and Priority 4 issues, we will deliver equipment during working hours on the next Business Day, provided you have told us before 3pm (AET) the previous Business Day. Notifications after that time will be deemed to have been provided on the following Business Day.
4.15Where next Business Day delivery is not available, we will provide expedited shipping (and exact delivery dates depend on various factors including location and carrier service availability).
4.16We can provide you with further details of delivery arrangements on request.
4.17To enable us to provide the advance replacement service, you must at your cost:
(a)return any defective Product in accordance with our procedures, including proper packaging, a description of failure, and written specifications of any other changes or alterations;
(b)for Products not returned to us, provide us with a purchase order to facilitate non-returned Product billing; and
(c)assist us with troubleshooting before initiating any On-site Support Services.
4.18You must ensure that we receive any failed hardware components within 30 days of the date on which you received the relevant replacement part, otherwise, we may charge you for the cost of the replacement part. Returns due to replacement shall be shipped DAP (Incoterms 2010).
On-site Support Service
4.19On-site Support Services are performed at your premises.
4.20The response times for On-site Support Services, are subject to geographic restrictions depending on the location of your premises.
4.21For Priority 1 issues, we aim to provide on site diagnosis, maintenance and/or replacement of hardware components(Remedial Hardware Maintenance) within four hours, where available, together with parts, labour and materials. For Priority 2 issues, we will provide same Business DayRemedial Hardware Maintenance, where available.
4.22We will install all field-replaceable units, and you must install any equipment which we tell you is a customer-replaceable unit.
4.23For Priority 3 and Priority 4 issues, or where four hour response time or On- site Support Service is not otherwise available, we will provide next Business Day Remedial Hardware Maintenance, together with parts, labour and materials by 5:00 p.m. AET, provided we determine that Onsite Support Service are required before 3:00 p.m. AET the prior day (otherwise, second Business Day will be provided for calls placed after 3:00 p.m AET).
4.24Where next Business Day delivery of the parts is not available, expedited shipping will be provided and we will provide Onsite Support Service upon arrival of the parts.
4.25In order for us to provide On-site Support Services, you have to:
(a)provide an appropriate work environment and reasonable access to working space including heat, light, ventilation, electric current and outlets, and local telephone extension (or toll free domestic and international access );
(b)back-up software images and configurations on a regularly scheduled basis and provide those images and configurations to us in connection with Remedial Hardware Maintenance;
(c)provide us with the name of a point of contact prior to delivery of Products and other equipment;
(d)provide file transfer protocol capabilities or internet access for the purpose of downloading software images; and
(e)provide safety and security protection for our personnel on your unstaffed sites.
4.26If you do not carry out your obligations as set out in section 4.25, we will provide On-Site Support Services on a best-efforts basis only, and may impose additional charges relative to the increase in our costs in providing those elements ourselves.
Escalation Response
4.27Escalation response involves using commercially reasonable efforts to:
(a)coordinate with relevant support staff from the third party vendors of the various elements of the Services;
(b)escalate issues within our organisation and our third party vendors’ organisations to ensure significant issues have visibility amongst senior management; and
(c)provide regular updates with respect to outstanding issues and action plans.
4.28We will provide escalation response for Priority 1 issues that are unresolved in a timely manner,and for other issues at your reasonable request. Escalation response will be provided to manage and track production impacting events until the Product is restored.
Hardware and Software End-of-Life Support
4.29We will provide you with notice of the retirement of Vblock platform hardware or software components. When a Product has reached end of life, it will no longer be made generally available for sale and will be supported only in the manner and for the term specified by the applicable end-of-life policies for hardware and software established and maintained by the Third Party Software manufacturers.
Your Responsibilities
4.30To enable us to provide the VCE Core Support Services, you must (at your expense):