Special managed services terms and conditions

Definitions
Scope of these Special Managed Services Terms and Conditions
Description of Managed Services
Installation
Configuration
Maintenance and repair
Fault reporting
Wrongful Intervention
Obligations of the Customer and the Contact Person
Installation fees
Duration of the Agreement
Edpnet’s obligations and responsibilities
Liability

1. Definitions

Activation	The moment at which the Customer can start using the Service.
Agreement	A mutual commitment between edpnet and the Customer under which edpnet makes a Service available to the Customer against payment of a fee, and at which the General and Special Terms apply.
Appointment Time	Date and time the technician will arrive at the Installation Address to carry out the necessary works.
Contact Person	The adult physical person whose telephone number is being provided during the ordering process, and who is available to welcome and support the technician during the works.
Customer	Physical person, corporation or unincorporated association that edpnet has an Agreement with, including any person who acts with or may reasonably be assumed of acting with permission or knowledge.
edpnet	EDPNET Belgium bv, with registered office at 9100 Sint-Niklaas, Bellestraat 30, VAT number BE 0799.091.641.
General Terms	General Terms and Conditions for Consumers and the General Terms and Conditions for Enterprises and Practitioners of Liberal Professions.
Hardware	Any equipment supplied by edpnet that is required for the use of the Service, and may include Software.
Hyperlink	A reference that provides a link to a web page or digital document.
Installation Address	The physical address where the Customer will use the Service.
Internal Cabling	The cabling between the Proximus entry point and internal outlets, patch panels, modem...
Intervention Form	The document that the technician presents to the Customer for signature upon completion of the installation. It will serve as evidence for the proper execution of the installation.
Network	The public telecommunications network that is used for the provisioning of the Service to the Customer.
Provisioning	The period between the ordering and the Activation of the Service.
Proximus	Public Limited Company under Belgian Public Law, with registered office at 1030 Brussels, Boulevard du Roi Albert II 27, owner of the Belgian national DSL Network, in the framework of the Agreement subcontractor to edpnet.
Service	Any product or service offered by edpnet that can be used by the Customer after Activation.
Software	All the elements that are contained in the Hardware and that are protected by intellectual property rights.

2. Scope of these Special Managed Services Terms and Conditions

2.1. These Special Managed Services Terms and Conditions, hereafter Special Terms, are a supplement to the General Terms and regulate the legal relationship between the Service provider, edpnet, and the Customer, in the context of a Managed Services Agreement.

2.2. The Customer declares to have been properly informed about the characteristics of the Managed Services. All information on this subject can be found at www.edpnet.be, will be delivered in advance by e-mail to the Customer and is available via the edpnet Customer Service.

2.3. The Customer may not change or replace any of the provisions of these Special Terms, unless otherwise mutually agreed in writing.

2.4. General and/or Special Terms and/or Conditions from the Customer are expressly rejected by edpnet and are considered null and void.

3. Description of Managed Services

3.1 The Hardware for certain subscriptions can be made available to the Customer via Managed Services.

3.2 All requested Services that fall outside the framework of the Managed Services Agreement will be considered and treated as separate orders.

3.3 The Hardware provided in the framework of Managed Services includes all Hardware deemed necessary by edpnet. They will be listed on the order confirmation sent to the Customer after the placing of the order.

3.4 In the framework of Managed Services, edpnet is responsible for the installation and configuration of the provided Hardware at the Customer Installation Address, as well as for the maintenance and repair thereof during the term of the Agreement.

4. Installation

4.1 In the framework of the installation under a Managed Services Agreement, edpnet takes the necessary actions so that the Service can be used by the Customer after Activation.

4.2 The Managed Services installation will be performed by an edpnet technician. Exceptionally, a Proximus technician, or a technician working as a subcontractor for Proximus, may perform a part of the installation works.

4.3 In the event that the Appointment Time for the Managed Services installation cannot be met by the Customer or the Contact Person, for any reason, edpnet should be informed of this immediately.
4.3.1 If no later than two (2) working days before the scheduled Managed Services installation, the Customer requests edpnet to change the scheduled Appointment Time to another Appointment Time than the one previously notified by edpnet, for any reason, edpnet is entitled to charge the Customer an administration fee of € 8,26 excluding VAT (€ 10,00 VAT included).
4.3.2 If on the working day before the scheduled Managed Services installation, the Customer requests edpnet to change the scheduled Appointment Time to another Appointment Time than the one previously notified by edpnet, for any reason, edpnet is entitled to charge the Customer an administration fee of € 20,66 excluding VAT (€ 25,00 VAT included).
4.3.3 If on the day of the scheduled Managed Services installation the Customer requests edpnet to reschedule the Appointment Time to another Appointment Time, for any reason, edpnet is entitled to charge to the Customer the fixed part of the Managed Services fee.
Edpnet will propose a new Appointment Time for the Managed Services installation to the Customer.
In case no new Appointment Time can be scheduled prior to the date of the planned Activation of the Service, or in case the Customer wants to postpone the Managed Services installation indefinitely, edpnet is entitled to start invoicing the Service from the planned Activation date on.

4.4 In the event that the technician cannot commence with or complete the Managed Services installation because the Customer has not complied with one (1) or more obligation(s) as described in Chapter 9, "Obligations of the Customer and the Contact Person", the technician will leave. Edpnet will consider this as a Wrongful Intervention.
Edpnet will propose a new Appointment Time for the Managed Services installation to the Customer.
In case no new Appointment Time can be scheduled prior to the date of the planned Activation of the Service, or in case the Customer wants to postpone the Managed Services installation indefinitely, edpnet is entitled to start invoicing the Service from the planned Activation date on.

4.5 Edpnet foresees two (2) working hour for the Managed Services installation. This period commences as described in Article 9.5. Edpnet is entitled to charge extra working time as described in Article 10.2.

4.6 Concluding the Managed Services installation, the edpnet technician will ask the Customer to sign an Intervention Form. If the Customer at that time does not formulate comments on the operation of the Hardware, he acknowledges to have received the Hardware in good condition without visible defects or shortcomings. Unless there are comments on the operation of the Service(s) listed on the Intervention Form, the Managed Services installation will be considered successful. From the moment of the signing of the Intervention Form, any risk of loss, theft or damage to the Hardware is transferred to the Customer.

5. Configuration

5.1 Under configuration edpnet understands the configuration of the provided Hardware. Unless otherwise agreed, the configuration of PC’s and / or internal network and / or Virtual Private Network (VPN) is excluded from Managed Services.

5.2 Special requests regarding the configuration of the Hardware have to be informed to edpnet in advance, when making the appointment. Special configuration requests performed during the Managed Services installation will be regarded as extra work to be performed by the technician and will be invoiced according to article 10.2. The technician always has the right to refuse to perform any special configuration requests made during the Managed Services installation. Customer cannot claim any rights based on this refusal.

6. Maintenance and repair

6.1. Under maintenance and repair edpnet understands that in case of problems with the provided Hardware, edpnet commits itself to repair the problem with the provided Hardware, or to replace the faulty provided Hardware. Edpnet commits itself to doing this within the working day following the date of receipt of the notification of the problem.

7. Fault reporting

7.1. The Customer can report a fault with the provided Hardware via the Helpdesk, by telephone, and this during the normal office hours.

7.2 If it appears that the Customer has reported a fault that according to him was within the framework of the Managed Services Agreement, but that during the intervention by edpnet is clearly identified as a fault that falls out of the framework of Managed Services Agreement, edpnet is entitled to charge the Customer a Wrongful Intervention.

8. Wrongful Intervention

8.1 A Wrongful Intervention is:
- any request to repair a fault of which the origin cannot be attributed to either edpnet or Proximus, and for which edpnet or its subcontractor have carried out certain operations (repair, testing, travel, ...);
- any intervention for which edpnet or its subcontractor have carried out useless operations (repair, testing, travel, ...) due to the fact that the Customer has not complied with one (1) or more obligation(s) as described in Chapter 9, "Obligations of the Customer and the Contact Person";
- any intervention by edpnet or its subcontractor that took place due to the fault of the Customer, such as excessive use of the line or any other fault of the Customer.
The above mentioned interventions are not limited to the Installation Address and can also involve interventions at the Proximus or edpnet infrastructure outside the Installation Address.

8.2 In case of a Wrongful Intervention, edpnet is entitled to charge the Customer an administrative fee of € 123,14 excluding VAT (€ 149,00 VAT included). In addition edpnet is entitled to charge the Customer any other demonstrable costs related to the carrying out of unnecessary actions.

9. Obligations of the Customer and the Contact Person

9.1 Prior to an appointment with a technician, the Customer must take note of the characteristics of the Managed Services installation method, which is listed on www.edpnet.be, will be delivered in advance by e-mail to the Customer or is available via the edpnet Customer Service.

9.2 Prior to an appointment with a technician, the Customer must provide edpnet with all necessary information and take all necessary actions in order to guarantee a smooth commencement and execution of the appointment. All information can be found at www.edpnet.be, will be delivered in advance by e-mail to the Customer or is available via the edpnet Customer Service.

9.3 During the ordering process, the Customer must provide a Belgian telephone number, preferably a mobile number, belonging to an adult. This person will function as Contact Person and must be present at the Installation Address at the Appointment Time.

9.4 Internal Cabling is entirely the responsibility of the Customer and is not performed by edpnet or its subcontractor. If during a Managed Services installation the technician notes that the Internal Cabling is missing, incomplete, or of insufficient quality, the technician shall install the Hardware at the Proximus entry point in the building.

9.5 The Customer acknowledges that in case of a Managed Services installation the two (2) hour time slot of the technician commences as soon as he establishes the first contact, which should be understood, but not strictly limited to the ringing of a doorbell at the Installation Address, the passing through a gate at the Installation Address, the opening of the door of the building on the Installation Address...
Customer acknowledges that any delay may be charged by edpnet in accordance with article 10.2. The reason(s) for the delay will be marked on the Intervention Form by the technician.

9.6 The Contact Person should be aware of the characteristics of the installation, so that he knows prior to the appointment with a technician
- what exactly the technician will be doing;
- where exactly the technician will have to perform works;
- the necessary passwords and other access methods;
- that the technician will not perform any non-pre-agreed work.

9.7 On the day of the appointment the Contact Person should be accessible at all times via the telephone number provided during the ordering process. He is immediately available at the time the technician arrives at the Installation Address.

9.8 The Contact Person should grant the technician easy access to all the locations where the various components of the Service are located and where the technician may need to perform work.

9.9 The Customer ensures that the Hardware can be installed by the technician in a location that is suitable for safe installation, maintenance, operation and removal of the Hardware.

9.10 The Customer makes sure that the required electrical sockets are available at the installation point.

9.11 The Customer gives the technician permission to perform in his premises the necessary work(s) required for the proper operation of the Service.

9.12 The Customer ensures that no objects (furniture, boxes...) are blocking the places where work has to be done by the technician.

9.13 In function of the performance of his duties, the Customer unconditionally grants the technician permission to use power and internet access free of charge and without any restrictions.

9.14 The Customer must take all necessary precautions so that the technician can work in safe and hygienic conditions. As unsafe or unsanitary conditions are to be considered, but are not limited to, water in a room, non-protected electrical equipment, sharp objects in the immediate vicinity of the working environment, the presence of fungi, objects which give off a strong or disagreeable odor, and anything else that can be considered as unhygienic or unsafe by a normal person.

9.15 The Customer is prohibited at all times to make changes to the public telecommunications infrastructure, including the Proximus intro point in the building. If during the repair of the line it appears that the cause of the problem reported by Customer is due to changes made by anyone other than the technician, edpnet will regard this as a Wrongful Intervention and charge the intervention accordingly.

9.16 The Customer may not make any modification to the Hardware that could disrupt the operation of the Network. If during the repair of the line it appears that the cause of the problem reported by Customer is due to modifications to the Hardware done by anyone other than the technician, edpnet will regard this as a Wrongful Intervention and charge the intervention accordingly.

9.17 The Customer must treat with respect the installations performed by edpnet or its subcontractor, which are located on the premises which he occupies alone or in community with others.

10. Installation fees

10.1 In addition to a one-off setup fee, the Customer will be billed a monthly fee. The nature of these costs is listed on the quotation and / or the order confirmation document sent to the Customer after the placing of the order.

10.2 All additional operations performed by the technician after the two (2) hour time slot, as well as special configuration requests performed during the Managed Services installation as foreseen by article 5.2, will be charged at a rate of € 50,00 per hour, excluding VAT (€ 60,50 VAT included) per commenced quarter.

10.3 Requested Hardware that is standard not part of Managed Services, will be charged separately by edpnet at the regular sales price.

11. Duration of the Agreement

11.1 A Managed Services Agreement is linked to a specific subscription at a specific Installation Address. For certain Services the Hardware in Managed Services is mandatory; for other Services the Hardware in Managed Services is optional.

11.2 In case the Customer decides to terminate the subscription the Managed Services Agreement is linked to, the Managed Services Agreement also ceases to exist. If applicable, Managed Services for a newly chosen subscription are part of a new Agreement, subject to article 10.1.

11.3 The Managed Services Agreement is concluded for the minimum duration mentioned on the order confirmation document. Barring resiliation of the Customer before the end of the initial period, the contact will be prolonged for an undetermined period

11.4. The termination of the Managed Services Agreement is subject to the termination provisions as described in the General Terms.

11.5 In case the Customer decides to terminate the Managed Services Agreement without terminating the subscription the Managed Services agreement is linked to, the Customer is obliged to return the Hardware to edpnet within 15 calendar days and at his own expense. The burden of proof of the timely return lies with the Customer.
In the event that the Customer does not return to edpnet the Hardware within 15 calendar days, edpnet is entitled to charge the Hardware to the Customer at the normal selling price of that moment.

12. Edpnet’s obligations and responsibilities

12.1 The work of the technician is limited to the installation as described at www.edpnet.be and delivered in advance by e-mail to the Customer or via the edpnet Customer Service. Everything that is not explicitly stated, is automatically excluded.

12.2 Prior to or latest at the conclusion of the Agreement, edpnet ensures that the Customer can have access to a detailed description of what a Managed Services installation does and does not cover.

12.3 Prior to or latest at the conclusion of the Agreement, edpnet ensures that the Customer can have access to these Special Terms. These are always consultable via www.edpnet.be and available through the edpnet Customer Service.

12.4 The Customer will be guided via a Hyperlink to the relevant information included in the quotation form, the order confirmation and the confirmation message including the installation Appointment Time. The information is also available at www.edpnet.be and on simple request via the edpnet Customer Service.

12.5 In the execution of the works, the technician will perform as a reasonably competent and reasonably handling craftsman would do.

12.6 Work performed by the technician to the Proximus entry point in the building will be performed according to Proximus specifications and standards.

12.7 Hardware installed by the technician will be performed fully conform with the manufacturer’s specifications, to the relevant standard and all regulations that apply to it.

12.8 The technician will leave the workplace in the state it was in prior to the commencement of his work.

12.9 The technician strives to meet the specified Appointment Time. However, the Appointment Time is an approximate time. Prior to his arrival at the Installation Address, the technician will inform the Contact Person of his imminent arrival via the telephone number provided during the order.

13. Liability

13.1 Despite the technician's efforts to properly carry out his work, it cannot be excluded that damages occur because of or during his work. Unless caused by intent or gross negligence of the technician, edpnet is not liable for any damages whatsoever. The burden of proof of the intent or gross negligence lies with the Customer.

13.2 Edpnet cannot be held responsible for third-party statements or opinions, not even if the third party is acting as subcontractor for edpnet.

13.3 Edpnet is not liable for any indirect damages to the Customer or third parties, including consequential damage, loss of revenue or profit, loss of data and immaterial damages in connection with or arising from the Agreement.

13.4 Edpnet is not liable for any damage suffered by the Customer or third parties as a result of loss or defect of data or Software in any form or degree whatsoever. The Customer must make a backup of his entire system and its data before the installation.