SERVICE DESCRIPTION: MOBILITY MANAGED SERVICE (MMS)

This Service Description forms part of Optus' Standard Form of Agreement pursuant to the Telecommunications Legislation.

This Service Description for the Optus Mobility ManagedService comprises of the following Parts:

  • Part 1: Service Family Terms (applicable to all Mobility Manager Services); and
  • Part 2: Service Option Terms.

The Service Option Terms are separate terms applicable to each of the following Optus Mobility Manager Service Options and are to be read in conjunction with both the General Terms and the Service Family Terms:

  • MMS Basic
  • MMS Standard
  • MMS Premium

Service Description - Optus Mobility Managed Services / Page 1 / 29 September 2016

SERVICE FAMILY TERMS: Optus Mobility Managed Service

If there is any inconsistency between the terms of the documents that form the Agreement, they will be interpreted in the following order of precedence: the Standard Pricing Table, the Service Option Terms, the Service Family Terms, the General Terms and the associated statement of work, except to the extent of any inconsistency in pricing or modification to the scope of the service features (in which case the statement of work overrides the Standard Pricing Table and Service Option Terms, as applicable).

1.SERVICE FAMILY

1.1Service Description:

The Optus Mobility Managed Service (MMS) is a complete enterprise-class mobile fleet management solution for Optus Mobile Service. MMS offers a single point of management for mobility hardware, mobility applications and mobile carrier service related requirements.

The service is available to any organisation who is seeking to rationalise their costs and streamline the management of their mobility fleet. MMS is a complete end to end solution which includes but is not limited to reporting, asset management, procurement, provisioning, device staging, logistics, warranty, hot swap, asset disposal and end-user technical and professionalsupport.

1.2Optus Group Company

Optus Mobility Managed Service is supplied by the following Optus Group Company:

  • Optus Mobiles Pty Ltd (ABN 65 054 365 696) if the Agreement was executed or renewed by the parties on or before 30 June 2015; and
  • Optus Networks Pty Limited (ABN 92 008 570 330) if the Agreement was executed or renewed by the parties after 30 June 2015.

2.SERVICE OPTIONS

2.1Service Options

  • MMS Basic Option
  • MMS Standard Option
  • MMS Premium Option

2.2Related Service Options

Some Service Options can only be provided to you on the basis that you also acquire other Service Options (“Related Service Options”). Related Service Options are identified in the relevant Service Option Terms. The service details and terms of supply for the Related Service Options are set out in their respective Service Descriptions.

3.SERVICE PROVISIONING

3.1Service Provision

(a)Your Application (statement of work) will contain:

(i)your selected Service Option(s), the charges, and any applicable features and characteristics

(ii)A Target Site Audit Date; and,

(iii)a Target Service Start Date (where applicable), the charges and any applicable features and characteristics

(b)Optus will use reasonable endeavours to meet the Target Service Start Date, as set out in the Application, however Optus does not make any warranty, representation or guarantee as to the accuracy of this date.

(c)In order to help ensure that the Service is provisioned by the Target Service Start Date, you must make available all appropriate resources as requested to enable the completion of the Site Audit to ensure that the Target Service Start Date can be achieved.

(d)At the completion of the Site Audit, Optus will determine if the Target Service Start Date cannot be achieved, if this is the case, Optus will provide you with an updated Target Service Start Date.

(e)You acknowledge that completion of the Site Audit will vary according your requirements and availability of required resources or provision of active carriage services (if relevant).

(f)If service provisioning is delayed due to your failure to take all reasonable steps in supporting the provisioning process or your failure to provide all requested information, Optus may, at its option:

(i)withdraw its acceptance of your Application and cancel your Service/s; or

(ii)commence charging for the Service from the Target Service Start Date.

3.2Service Implementation

Optus may vary the Service or any term of this Service Description if reasonably required to do so for technical, operational or commercial reasons.

4.SERVICE REBATES

4.1Service Rebates are not available for the Mobility Managed Service.

5.THIRD PARTY PRODUCTS AND SERVICES

5.1The Optus Mobility Managed Services use third party Products and services. Optus is not the manufacturer of the Products, or the primary provider of the services. As far as the law allows we don’t offer any warranties for the Products or Services where Optus is not the manufacturer or primary service provider and the only warranties available are as set out in the Third Party Usage Terms.

5.2You acknowledge that:

(a)your use of any third party Products, intellectual property or services is conditional upon your acceptance and compliance with the relevant Third Party Usage Terms;

(b)the Third Party Usage Terms may be amended from time to time. If you do not accept the amended Third Party Usage Terms, you must cancel the Service. If you do not respond to a request from Optus or the Third Party Service Provider to accept or comply with the Third Party Usage Terms, Optus may cancel your right to use the third party Products or services;

(c)Optus may be required to keep records of and provide details to the Third Party Service Provider relating to your use of the relevant Products or services and you authorise Optus to do so;

(d)Optus may cancel your right to use the third party Products or services, for example, if the licence granted to Optus by the third party licensor ends in accordance with the Third Party Service Provider’s end of life/ end of support policy; and

(e)your use of the third party Products and services will involve the collection and processingof data and information, which may include personal information. Whether this data is collectedeither directly from you or forwarded by Optus to the Third Party Service Provider, the Third Party Service Provider will manage such data in accordance with the relevant Third Party Usage Terms and its own policies and procedures.

5.3Where you use third party Products and services that are not on-supplied to you by Optus, you are responsible for ensuring you obtain all necessary approvals and licences to authorise your use of those Products and services are in conjunction with the Service.

6.LIABILITY – THIRD PARTY PRODUCTS OR SERVICES

6.1To the extent permitted by law, if Optus is liable to you in connection with the Third Party on-supplied hardware, whether in contract, tort (including negligence), statute, under an indemnity or otherwise, Optus excludes liability for Consequential Loss and limits its liability to the price you have paid for the relevant Third Party on-supplied hardware.

6.2Liability for your Loss in connection with Third Party software or services on-supplied by Optus as a direct right of use from the Third Party Service Provider, whether in contract, tort (including negligence), statute, under an indemnity or otherwise, is excluded by Optus to the extent permitted by law, and is governed by the Third Party Usage Terms between you and the Third Party Service Provider.

6.3If Optus is liable to you in connection the Third Party on-supplied software or services, whether in contract, tort (including negligence), statute, under an indemnity or otherwise, to the extent permitted by law, Optus limits its liability to the price you have paid for the relevant Third Party software or services right of use, on-supplied by Optus less any amount, if any, recovered by you directly from the relevant Third Party Service Provider.

7.LIABILITY - OPTUS SERVICES

7.1Subject to limitations of liability specified in the General Term and in clauses 6 and 7.2 of this Service Description, Optus’ will be liable for your Loss (but excluding any Consequential Loss) where that Loss is caused by an act or omission of Optus or Optus Personnel, in the supply of the Services.

7.2Optus will not incur any Liability resulting from:

(a)good faith reliance on information provided by you; or

(b)any failure of the installed Products (including Software) or access to or use of the hosted platform services due to operator error or security breach caused by you.

8.CUSTOMER OBLIGATIONS

You must comply with the following obligations:

8.1Sites

(a)ensure Optus Personnel have full and safe access to your relevant hardware and software when required for the purpose of providing the Services;

(b)ensure that each Site is at all relevant times ready and available, including all necessary access, permissions, cabling and security, and of appropriate standard for the equipment and for Optus or its representatives to provide any necessary services (either onsite or remotely);

(c)where and to the extent that Optus Personnel are required to deploy to and/or work within your site, you must comply with the WHS Laws;

(d)provide suitable and adequate working space around the relevant hardware and software for the use of our Personnel, including adequate light, heat and ventilation, electric outlets and telephone facilities in accordance with applicable Work Health & Safety (WH&S) guidelines for safe working environments;

8.2Privacy

(a)You are solely responsible for ensuring your collection, use, disclosure and any other handling of data that occurs in relation to your use of the Service (including its storage) and the information provided to individuals about how their data is handled) complies with all laws;

8.3General

(a)implement equipment refreshes and install software upgrades (that are not In-Scope Services) as and when required in respect of the equipment or systems utilised or accessed by the In-Scope Service, which are necessary to meet the vendor support conditions and In-Scope Service capacity requirements for the relevant equipment or system;

(b)provide Optus with reasonable advance notification of any changes, projects or strategic direction that may impact the performance or scope of the Service;

(c)provide timely notification of changes to IT policies and procedures, business requirements and facilities, projects or strategic direction likely to impact on current and future service utilisation;

(d)in the event of any incident or alarm being raised, comply with all reasonable requests made by Optus including, if requested, resetting or rebooting your equipment; and

(e)ensure that your users are aware of the scope of the Services and the related procedures, as defined by Optus’ documentation.

9.SPECIAL CONDITIONS

9.1Global Resources & Privacy - You acknowledge and agree that:

(a)Optus may use global resources (non-permanent residents used locally and/or personnel in locations worldwide) in providing the Service to you, including escalation of technical support issues where required.

(b)Optus is not responsible for contacting any individual in relation to collection, use, disclosure or any other handling of the individual's Personal Information as part of the Service;

(c)Optus will refer to you any matter raised to Optus, by a third party relating to Personal Information in connection with your use of the Service. You must handle all referred matters at your cost and you agree to indemnify Optus for all Loss Optus incurs in respect of any claim or proceedings commenced against Optus by a third party including a Regulator, in relation an individual's Personal Information collected, used, stored or disclosed in relation to your use of the Service.

9.2Termination for Convenience - You acknowledge and agree that:

(a)Optus may terminate the Service for convenience, on 55 days prior written notice.

10.CANCELLATION FEE

10.1Where your Service or Individual Service is cancelled during the Committed Term and a Cancellation Fee is payable under the General Terms, you will need to pay us an amount equal to the net present value of:

(a)the profit component of all amounts that would have been payable in respect of the monthly recurring charge for the relevant Individual Service for the remainder of the Committed Term from the date cancellation takes effect; plus
(b)all amounts that will be incurred by Optus as a result of the cancellation; plus
(c)any unavoidable third party costs that will be incurred by Optus, in respect of the relevant Individual Service for the remainder of the Committed Term from the date cancellation takes effect;

unless a different formula or a specified amount is otherwise expressly provided in the Standard Pricing Table in your Application.

11.DEFINITIONS

Terms not defined in these Service Family Terms are as defined in the General Terms, unless inconsistent with the context.

Professional Services means the performance of the professional service activities specified in the associated statement or work by suitably qualified resources.

Related Service Options means those Service Options that are pre-requisites to obtaining the relevant Service;

Service Description means the Service Family Terms and Service Option Terms applicable to the Service.

Service Family Terms mean the terms applicable to all Service Options and Associated Services that collectively form the Optus Evolve Service as set out in Part 1 of this Service Description.

Service Options means the service options detailed at the beginning of this Service Description.

Service Option Termsmean the terms applicable to each Service Option only as set out in Part 2 of this Service Description.

Site(s) means your nominated site location(s) for the delivery, installation and or provisioning of the Service and associated Products.

Site Audit means the site audit is initiated by the Optus appointed Third Party Service Provider at the commencement of the Service.

Target Service Start Date means the date requested by you and/or estimated by Optus and agreed between the parties, as the target date on which the service is intended to be activated and supplied to you, as specified in the associated statement of work.

Third Party Services Provider means the third party service provider identified in the relevant Service Option Terms.

Third Party Usage Terms means any warranty terms, end user licence agreement (EULA), subscription service terms, or cloud service termsof the Third Party Service Provider.

WHS Laws mean applicable legislation dealing with work health and safety in Australian states, territories and the Commonwealth in place from time to time, as well as any regulations, codes of practice and/or advisory standards made under or in connection with the legislation.

Service Option Terms

Service Option: MMS Basic Service

This Service Option forms part of Optus' Mobility Managed Services

The Mobility Managed Service Description comprises of the following Parts:

  • Part 1: Service Family Terms (applicable to all Optus Mobility Managed Services); and
  • Part 2: The Service Option Terms.

The Service Option Terms are separate terms applicable to each of the Optus Mobility Manage Service Options and are to be read in conjunction with both the General Terms and the Service Family Terms:

1.DESCRIPTION OF THE SERVICE OPTION

1.1The MMS Basic Service consists of:

(a)Site Audit and Setup;

(b)the on-supply of access to a third party Online Support Portal and reporting;

(c)the on-supply of third party “MMS” Mobile Application;

(d)Asset Register;

(e)Mobile Device Support – Help Desk

(f)Mobile Carrier Moves, Adds and Changes (MAC) ;

2.RELATED SERVICE OPTION

2.1None.

3.STANDARD SERVICE FEATURES

The Service includes the following standard service features:

3.1Site Audit and Setup

(a)The site audit will be initiated by the Optus appointed Third Party Service Provider at the commencement the Service. The Third Party Service Provider will appoint a project manager to your account and will, within 21 days of acceptance of your Application, contact your nominated Authorised Representative to coordinate the Site Audit workshop. The Site Audit will be conducted either remotely by phone or video conference. Following the workshop the Project Manager will contact your authorised representative to obtain any follow up information, where required. Site audit and set up required to be performed on customer premises will incur an additional charge.

(b)The Site Audit and setup consists of the following activities which, when completed will present and deliver the design framework for your organisation and outline the offering and Service functionality:

(i)Customer Requirements review and definition;

(ii)Support Process review and customisation, where required;

(iii)User access credentials to online portal set up;