Terms and Conditions for XYZ
1. The service is being offered for a 1 year duration and the same can be extended on mutually agreed terms and conditions.
2. Service Taxes/ Other Taxes applicable will be extra & payable on actual.
3. The rates provided here are confidential and you shall ensure that the same are not divulged to a third party.
4. The service provided in this agreement shall be route independent. Accordingly in providing such a capacity to XYZ, GAIL shall use such transmission routing in the network as GAIL may determine from time to time at its sole discretion.
5. GAIL will ensure that the usage rights of the capacity granted to XYZ will be available on yearly basis except for Force Majeure Events and for reasons attributable to XYZ.
6. Committed network uptime would be 99.5 on the GAIL Backbone only on an Monthly basis except in conditions not within control of GAIL and GAIL shall determine the methods and routes which it considers appropriate for delivering service. GAIL may change these methods and routes from time to time without informing XYZ.
7. GAIL shall provide service credit to XYZ for downtime below SLG 99.5 % per annum as per the service rebate structure applicable. ( Rebate factor of 2 below SLG)
8. The service will be charged from the service commencement date as agreed by both the parties. Any change in the same will have to be informed to GAIL in prior to the service commencement date.
9. GAIL shall use its best endeavors to ensure that the quality of bandwidth should at all times meet the specifications as per the Agreement with XYZ.
10. XYZ shall not use capacity offered, for any illegal, immoral purpose and the user shall indemnify GAIL in respect of any liability incurred by GAIL in this respect. GAIL shall not be a party to any dispute between XYZ and its customers/ partners/affiliates etc.
11. All supplies, installations, operations and maintenance of equipment for last mile will be under XYZ's scope. In case at the request of XYZ the last mile is extended to XYZ Premises by GAIL, the following would be applicable:
a) XYZ will arrange for the necessary permissions and space for laying of fibre into premises where XYZ needs the connectivity. XYZ will also arrange for space for terminating the fibre cable at the necessary places at such locations.
b) XYZ will also provide space and standard environment for GAILTEL equipment (space with A/C, dust-free etc.) for housing the terminal equipment near the interface equipment. The exact area required will be communicated in due course.
c) XYZ will provide a reliable standard Power Supply at -48 VDC at GAIL's rack along with earthing with earth resistance less than 1 ohm as per the readings taken within last 6 months.
d) The output interface will be made available to XYZ in the form of standard E1 electrical outputs (120 ohm, G.703) & SDH optical outputs.
e) In some cases separate last mile charges shall be applicable equivalent to the actual cost for setting up the last mile and shall be taken from the XYZ as one time upfront cost or on mutually agreed terms.
f) Incase GAIL provides the equipment in lease then the ownership of the equipment will remain with GAIL until stated otherwise.
g) XYZ shall provide 24 Hrs access to GAIL's personnel to its site wherever GAIL is responsible for maintaining the last mile connectivity.
12. GAIL will provide the termination equipment at its POP.
13. If GAIL is in a position to provide co-location then auxiliary power supply and co-location charges for the XYZ equipment for last mile connectivity installed at the GAIL POP shall be charged extra based on the requirement indicated by XYZ.
14. XYZ shall provide GAIL with the dimensions & electrical parameters of the equipment being connected to GAIL's network, to study the compatibility.
15. Either parties liability arising out of any break of warranties or obligations, misrepresentation, default, omission, including negligence etc. shall not exceed the sum equivalent to the rent/lease charge paid by XYZ for the contract period
16. Any party shall pay no consequential damages.
17. Arbitration - as per arbitration clause to be mutually agreed.
18. Bandwidth charges shall be payable through a separate Demand Draft payable at Mumbai drawn in favor of GAIL India Limited quarterly in advance
Delay interest of 18% per annum will be charged in case of non-payment.
19. Service Tax, as applicable, will be borne by XYZ.
20. The proposal shall be valid for 30 Days from date of submission.
21. Either party can terminate the contract by giving notice of 30 days.
Force Majeure
If, at any time, during the continuance of the agreement, the performance in whole or in any part by either party of obligation under the agreement shall be prevented or delayed by reasons of any war, hostile acts of the enemy, civil commotion, subrogate, fire, floods, earthquakes, explosions, epidemics, strikes and quarantine restrictions or acts of god, (herein after referred to as eventualities) then provided notice of the happenings of any such eventualities is given by either party to the other within two days from the date of occurrence thereon, neither party shall, by reason of such eventualities be entitled to terminate this contract agreement nor shall either party have any claim for damages against the other in respect of such non performance or delay in performance. Performance of the contract agreement shall, however be resumed as soon as practicable after such eventuality has come to an end or ceased to exist. Provided that, if the performance in whole or part of any obligation under the contract agreement is delayed by means of any such eventuality for a period exceeding six months, either party may, as its option, terminate the contract agreement provided further that in the event of such prevention or delay as aforesaid, then, instead of exercising the option, both parties may consult with each other with a view to agreeing between them the action mutually to be taken in order to minimize the effects of such prevention or delay and continue the operation of this contract agreement.