Service Description Optus Satzone

Service Description – Optus SatZone

Introduction

This Service Description forms part of the Agreement under which Optus supplies the SatZone Service, as selected in the Application, to you.

Capitalised words in a clause of this Service Description have the meaning given in that clause, in the General Terms or in the attached Schedule1 (Dictionary). This Service Description is interpreted according to the rules of interpretation set out in the General Terms.

1. The Service

1.1 Service Option

Service Option: / SatZone™
Optus company supplying the Service: / Optus Networks Pty Limited (ABN 92 008 570 330)
Priority Date / Service Start Date
Service Priority Level / Level 2

1.2 The SatZone Service

(a) The SatZone Service is a communications service designed to extend the coverage of the Optus 3G Network to your Site through the supply of:

(i) the SatZone Trailer (sale or lease, as specified in the Application) to your Site;

(ii) the 3G Base Station (mounted on-board the SatZone Trailer); and

(iii) satellite backhaul between the 3G Base Station and the Optus 3G Network in order to enable Optus Mobile Customers with compatible handsets to access the Optus 3G Network at the Site from locations within range of up to 4km (depending on Local Terrain and the factors set out in clause 7 (Limitations of the SatZone Service) hereto), of the 3G Base Station pursuant to their respective separate mobile agreements, as further depicted in the diagram, attached as Schedule2 (SatZone Service Diagram) hereto.

(b) The SatZone Service maximum bandwidth is 6 Mbps on the outbound and 2 Mbps on the inbound (or as otherwise set out in the Application), and is also dependent on Local Terrain and the factors set out in clause 7.

(c) For the avoidance of doubt, you acknowledge that the SatZone Service does not include direct access to the Optus 3G Network itself.

2. Committed Term

(a) Subject to the suspension and cancellation rights set out in the General Terms and any limitations of the SatZone Service as set out in this Service Description, Optus will provide, and, subject to the cancellation rights set out in the General Terms, you must acquire, the SatZone Service for a minimum period of six (6) months or such longer period as specified in the Application (Committed Term) and any Holding Over Period (Term).

(b) If either party cancels the SatZone Service during the Committed Term, you must pay Optus the Cancellation Fee and any other outstanding charges to the extent specified in clause 15 (Consequences of cancellation) of the General Terms. The Cancellation Fee is calculated in accordance with the table, attached as Schedule3 (Cancellation Fee Table) hereto.

3. Optus responsibilities

Optus’ Personnel will:

(a) transport the SatZone Trailer to your Site;

(b) provide initial deployment of the SatZone Trailer and its on-board equipment at the Site;

(d) train two of your onsite technicians on:

(i) the set-up of the SatZone Trailer and on-board equipment; and

(ii) the ability to receive phone support from Optus if a fault arises,

(Trained Technicians);

(e) subject to the Site being able to be accessed by Optus’ Personnel, provide an onsite inspection and maintenance check on the SatZone Trailer and its on-board equipment each six (6) months during the Term;

(f) provide Fault Support for the SatZone Trailer and the 3G Base Station in accordance with the Support Charges set out in clause 11.1 (Fault Support) and Annexure 5 (Service Levels and Call Out Rates) of this Service Description; and

(g) subject to clause 5(a)(vi) (Your obligations in relation to the SatZone Service) below, apply for any necessary licence from the Australian Communications and Media Authority (ACMA) and registration for your Site.

4. Supply of equipment

4.1 Purchase option

If, in your Application, you selected the option to purchase the SatZone Trailer (Purchased Equipment), then the following will apply:

(a) title to the Purchased Equipment passes to you when you pay for it in full in cleared funds in accordance with clause 9.1 (Equipment charges) below;

(b) risk in the Purchased Equipment passes to you on delivery; and

(c) Optus will use reasonable efforts to transfer to you any manufacturer’s warranty in the Purchased Equipment, from the time title passes to you.

4.2 Lease option

(a) Hired Equipment

If, in your Application, you selected the option to lease the SatZone Trailer (Hired Equipment), then this clause 4.2 (Lease option) will apply.

(b) Title and risk in the Hired Equipment

(i) Title in the Hired Equipment is not transferred to you.

(ii) Risk in the Hired Equipment passes to you on delivery.

(i) You acknowledge and agree that the Hired Equipment is Optus Owned Equipment (as defined in the General Terms) for the purpose of the General Terms.

(ii) Certain legal terms relating to the Personal Property Securities Act 2009 (Cth) apply to Optus Owned Equipment, as set out in Schedule 4(PPSA terms applicable to Optus Owned Equipment).

(iii) You must comply with Schedule 4 in relation to the Hired Equipment.

(d) Delivery and return of Hired Equipment

(i) The Hired Equipment will be hired to you for the duration of the Term, subject to the suspension and cancellation rights set out in the Agreement.

(ii) Optus will be taken to have delivered the Hired Equipment, and you will be taken to have accepted the Hired Equipment, when you obtain possession of it from Optus.

(iii) Optus’ Personnel may make a condition report of the Hired Equipment at the start and the end of the term as well as in conjunction with each maintenance visit.

(iv) If the Hired Equipment is not in the condition required by this Agreement at the end of the Term (whether as a result of loss, damage or otherwise), then you must (at Optus’ option, in its absolute discretion) either replace or repair any part of the Hired Equipment that has been damaged by you (fair wear and tear excepted) to the satisfaction of Optus or alternatively, reimburse Optus for any replacement or repair required by Optus.

(v) Upon the end of the Term:

(A) you are responsible for, at your cost, returning the Hired Equipment to Optus in good working order and in good repair (without limitation, in the condition in which it was delivered to you, fair wear and tear excepted), by delivering the Hired Equipment with all accompanying materials and / or documents to a place and on the dates following the end of the Term as nominated by Optus; and

(B) clean the Hired Equipment, or alternatively, pay Optus for a cleaning fee and / or repainting fee for any cleaning or repainting required by Optus.

(vi) If the Hired Equipment is not returned in accordance with this clause 4.2(d) (Delivery and return of Hired Equipment), you remain under a continuing obligation to pay the Hire Charge under this Agreement and comply with the terms and conditions of this Agreement until the Hired Equipment is returned. Nothing in clause 4.2(d) operates as an extension or renewal of the Term.

(e) Hired Equipment warranties

(i) You warrant that you are a bailee of the Hired Equipment, that the Hired Equipment always remains the property of Optus and that any replacement parts, accessories or attachments to the Hired Equipment are or become the property of Optus.

(ii) Optus warrants that it is entitled to hire the Hired Equipment to you.

(f) Your responsibilities for the Hired Equipment

In addition to your obligations in clause 5 (Your obligations in relation to the SatZone Service) below, you undertake that you will:

(i) only use the Hired Equipment:

(A) in accordance with this Agreement;

(B) in your business operations;

(D) in accordance with the manufacturer’s instructions and recommendations;

(ii) take proper care of the Hired Equipment;

(iii) not deal with the title to the Hired Equipment, on-hire the Hired Equipment, or otherwise deal with the Hired Equipment in a manner inconsistent with your position as bailee of the Hired Equipment, unless you obtain written consent from Optus; and

(iv) not part in any way with possession of the Hired Equipment, nor remove the Hired Equipment from the Site, without the prior written consent of Optus.

4.3 3G Base Station

(a) There are a number of hardware components mounted on-board the SatZone Trailer that are required for the supply of the SatZone Service, including the 3G Base Station. For regulatory reasons, the 3G Base Station does not form part of any equipment purchased by you under this Agreement. You agree that title in the 3G Base Station does not pass to you (notwithstanding the fact that it may be affixed to land at the Site).

(b) You acknowledge and agree that the 3G Base Station is:

(i) Optus Owned Equipment (as defined in the General Terms) for the purpose of the General Terms; and

(ii) Hired Equipment for the purpose of clauses 4.2(b) (Title and Risk in the Hired Equipment), 4.2(c) (PPSA terms), 4.2(d) (Delivery and return of Hired Equipment), 4.2(e) (Hired Equipment warranties) and 4.2(f) (Your responsibilities for the Hired Equipment), which, regardless of whether the lease or purchase option has been selected in the Application, in all respect apply in relation to the 3G Base Station (including for the avoidance of doubt, your obligation to comply with Schedule4 (PPSA terms applicable to Optus Owned Equipment) in relation to the 3G Base Station.

5. Your obligations in relation to the SatZone Service

(a) The Site needs to be prepared, at your cost, in accordance with Optus’ site requirements communicated to you from time to time, which includes, without limitation, an obligation for you to:

(i) complete and submit to Optus a work health and safety (WHS) risk assessment of the Site;

(ii) confirm that the Site topology is suitable for the purpose of the SatZone Service (including stable location and flat ground) and provide photographs of the Site;

(iii) provide details regarding the road conditions and / or recommended transportation options (e.g. if boat, 4 x 4 required) for moving the SatZone Trailer to / from the Site;

(iv) confirm that the Site has unencumbered access for maintenance of the SatZone Trailer and its equipment;

(v) provide continuous 240V AC power, single phase 32 Amp and mains power to the Site;

(vi) provide Optus with the latitude and longitude numbers of the Site so that Optus can apply to ACMA for a licence to operate in that location;

(vii) provide fencing around the SatZone Trailer to ensure the safety of workers at all times and no tampering of the SatZone Trailer or its equipment;

(viii) provide suitable and secure location for the SatZone Trailer and its on-board equipment, including clear view of the sky to the northeast and mains power; and

(ix) provide all information relating to the Application as requested by Optus in order for Optus to provide and maintain the SatZone Service.

(b) In addition, you must:

(i) not move the SatZone Trailer or its on-board equipment without Optus’ prior written consent, which may be requested by giving at least thirty (30) days’ notice;

(ii) not make any alternation to the SatZone Trailer and its on-board equipment without Optus’ prior written consent;

(iii) immediately give notice to Optus if the SatZone Trailer and / or its on-board equipment is lost, damaged or destroyed;

(iv) allow Optus’ Personnel, and only Optus’ Personnel, to service, modify, repair or replace the Hired Equipment and the 3G Base Station;

(v) only allow Optus’ Personnel and Trained Technicians (as authorized by Optus or Optus’ Personnel) access to the SatZone Trailer and its on-board equipment and ensure that no unauthorized access is given;

(vi) consult and cooperate with Optus in relation to any required service, modification, repair or replacement of the Purchased Equipment;

(vii) provide Optus’ Personnel access to the Site and the SatZone Trailer and its on-board equipment at all times;

(viii) allow Optus or a person authorised by Optus to:

(A) inspect the condition of the SatZone Trailer and its on-board equipment;

(B) check that the terms of this Agreement are being complied with; and

(ix) advise Optus of the precise location of the SatZone Trailer and its on-board equipment;

(x) comply with all the laws and regulations applicable to the use and operation of the SatZone Trailer and its on-board equipment;

(xi) manage Interference if it is identified as being caused by the illegal use of the mobile network spectrum by other devices (than the SatZone Trailer and its on-board equipment) at the Site;

(xii) not supply the SatZone Service to anyone other than the person named as the customer on the Application;

(xiii) not resell, re-supply, share or otherwise distribute the SatZone Service (or any part of the SatZone Service) to any third party without Optus’ prior written consent; and

(xiv) not make any warranty to a third party about the performance of Optus' obligations under this Agreement, or make an undertaking to a third party which requires that Optus performs its obligations under this Agreement.

(i) that incorrect use and handling of the SatZone Trailer and its on-board equipment by you can potentially cause:

(A) Interference and severe damage to Optus’ network which may disrupt services to other customers of Optus; and

(B) Loss to Optus;

(ii) to only use, place and handle the SatZone Trailer and its on-board equipment in accordance with this Agreement and all requirements, directions, instructions and / or operation procedures of Optus provided to you from time to time;

(iii) that you are fully responsible for the safe keeping of the SatZone Trailer and its on-board equipment; and

(iv) that you must indemnify Optus and each Optus Associate (those indemnified) from and against any and all Loss (including, without limitation, Interference) suffered or incurred by any of those indemnified in connection with your breach of this clause 5(c) as further specified in clause 12 (Indemnities) below.