These Specific Terms for Console Connect Colocation Resale for the TMH9 and MCX10 Colocation Buildings, (as defined below) the (the “Service Agreement“) which both the Company as defined below) and the Customer agree to be bound by, are incorporated into and made a part of the master services agreement and/or other general terms and conditions agreed between the Company and the Customer (the “Service Agreement“). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Service Agreement.

DEFINITIONS

In these Specific Terms

Additional Services means any work or service ancillary to the Colocation Service (but excluding the Colocation Service), whether project-based or periodic, specifically requested by the Customer and agreed upon by the Company as defined in an agreed statement of work, which may include (but is not limited to) procurement, installation, retrofitting, upgrading, customisation, maintenance, project management or disaster recovery services.

Business Day means a day other than a Saturday, Sunday or public holiday in the country where the Services are performed.

Colocation Building means the building where the Colocation Space is located.

Colocation Space means the space within the Colocation Building designated by the Company for the Customer to install and operate Customer Equipment, more particularly described in the Order Form.

Common Parts means the entrances, staircases, lobbies, landings, passages, lavatories, lifts, central air-conditioning services, fire prevention and suppression systems, building management systems and Service Media and any other areas and facilities as the Company may from time to time designate as Common Parts.

Company means the service providing company that has entered into the Service Agreement with the Customer.

Cross-connect means the Customer owned and managed network equipment (switch or router) installed at Customer Premises sending Ethernet packets to and from the Service for a specific Customer Premises with EVC management functionality.

(a) the network termination point of a domestic network located within the Colocation Building;

(b) a Customer Equipment located elsewhere within the Colocation Building;

(c) an equipment or facilities of other parties located within the Colocation Building; or

(d) the interface point within the Colocation Building for the relevant services supplied by the Company.

Customer Authorised Representative means a person authorized by the Customer to gain access to the Colocation Space.

Customer Cross-connect means an interconnection that runs between:

(a) units of the Customer Equipment located with the same Rack Space; or (AL: No comment)

(b) consecutive Rack Spaces that are in the same rack row and which are supplied to the same Customer; or

(c) racks that are within the same Private Cage Space or Private Room Space which is wholly supplied to the same Customer.

Customer Equipment means all hardware, software and consumables owned and operated by the Customer, or its customers, end users, affiliates, or service providers, and which are housed in the Colocation Space.

Customer Services means any services provided in conjunction with the Service or any part thereof by the Customer to the Customer’s customers, end users or other third parties.

IP Address(es) means the unique public address(es) used by the Internet and is controlled and assigned by the Regional Internet Registry.

Power Feed means an electrical power cable from the nearest local power distribution point for the power system of the Colocation Building to the rack where the Customer Equipment is located.

Power Service means the Power Feed(s) provided by the Company to the Customer Equipment together with the associated electricity consumption of the Customer Equipment through the Power Feed(s), unless otherwise specified in the Order Form.

Service Media includes toilets, sanitary and water apparatus, sprinklers, plumbing apparatus, air filtering and conditioning apparatus, sewers, drains, gutters, pipes, risers, ducts, cables, wires, chimneys, conduits, laser optical fibres, data or impulse transmission media, communication or reception systems, fire prevention and suppression systems, security system and all other systems, machinery, plant, equipment, apparatus and conducting media channels, including any associated and ancillary apparatus.

1. SERVICE DESCRIPTION

The Company shall provide Colocation Service (“Service”). The Service means the provision of the Colocation Space (with types of Colocation Space defined in clause 2(a)), Cross-connects, Power Service, and Additional Services as specified in the Order Form.

2. SUPPLY OF SERVICE

The Customer may order the Service online through the Console Connect Application online Order Form.

(a) The types of Colocation Space which the Customer may order and the Company may agree to provide are:

(i) Rack Space which is a lockable space in a rack or cabinet provided by the Company;

(ii) Private Cage Space which is a wire cage for use exclusively by the Customer, lockable by a mechanical key or, if the Customer requests, a card lock or key-pad lock or the like; or

(iii) Private Room Space which is a hard-walled room for use exclusively by the Customer, lockable by a mechanical key or, if the Customer requests, a card lock or key-pad lock or the like.

(b) All types of Colocation Space may not be available at every Colocation Building.

(c) Installation of Cross-connects shall require the Company’s written approval, which shall not be unreasonably withheld. Cross-connects shall be provided by (at the Company’s discretion as far as local laws permit),

(i) the Company, for which the Customer shall pay the Charges specified in the Order Form; or

(ii) the building owner or manager, as arranged by the Company and at the Customer’s cost; or

(iii) an appropriately licensed operator arranged either by the Company at the Customer’s request or by the Customer and, in each case, at the Customer’s cost.

(d) Additional Services

Additional Services ordered by Customer should be detailed in the Order Form.

During the term of this Service Agreement, the Company may from time to time at the request of the Customer offer Additional Services to Customer, including services associated with installation of Customer Equipment, shipping and delivery of Customer Equipment, and Remote Hands Service (whereby the Company or designated suppliers/subcontractors, carries out Customer’s instructions related to operation, maintenance or repair of the Customer Equipment, including, but not limited to, actions surrounding power recycle machines, visual inspection of Customer machines within the Colocation Space, and backup tape rotation). Customer shall obtain and provide to the Company, such consent of Customer’s subcontractors and third party providers as may be necessary for the Company and its designated suppliers/subcontractors to have the right to use and access to Customer Equipment and any third party software provided by Customer, for the purpose of providing the Service or Additional Services. Customer’s use of Additional Services shall be at Customer’s option. The Company reserves the right to require that Customer agrees to additional terms and conditions relating to any Additional Services. Should Customer choose to use any Additional Services not covered by a separate written agreement, Customer agrees to pay the charges from time to time in effect for Additional Services.
All requests for Additional Services shall be submitted to the Company for feasibility study. The Company may provide the Additional Services at its sole discretion and shall provide the Additional Services only after a feasibility study has been conducted.

(e) Remote Hands Service

Notwithstanding anything herein to the contrary, with respect to the Remote Hands Service:

(i) the only obligation of the Company shall be to carry out the express instructions of Customer;

(ii) the Company reserves the right to require that Customer’s instructions be given in additional detail and/or in writing (which may be by electronic mail); and

(iii) in the event that the Company fails to correctly carry out the express instructions of Customer, the sole remedy shall be, at the option of the Company, to perform that service for free, or to correct the work.

(f) The Company grants the Customer a license to install, operate, maintain and repair Customer Equipment in the relevant Colocation Space until this Service Agreement is terminated. The Customer, in the course of providing its own services as set out in this clause 2(f), may allow its affiliates or Customer Authorized Representative to install equipment in and use the Colocation Space. However, the Customer shall (i) comply with and, where applicable, ensure third parties which are allowed by the Customer to gain access to and use the Colocation Space (“Customer’s Third Party Users”) to comply with, the Service Agreement and any applicable terms and conditions of Third Party Supplier (including, but not limited to, the owner or provider of the Colocation Building) (the “Third Party Supplier Terms”); and (ii) remain responsible to the Company for the Colocation Space or for any breach of the Service Agreement or Third Party Supplier Terms. The Customer indemnifies the Company against any loss or damage which the Company or other parties suffer as a result of the acts or omissions of or breach of the Service Agreement or Third Party Supplier Terms by Customer and/or Customer’s Third Party Users.

(g) The Company or its suppliers and agents shall perform janitorial services, environmental systems maintenance, power plant maintenance and other actions as are reasonably required to maintain the Colocation Space which shall be maintained in a condition suitable for the placement of communications equipment (including compliance with environmental controls). Customer shall maintain the Colocation Space in an orderly and safe condition, and shall return the Colocation Space to the Company upon termination of the Service in accordance with clause 10(a) hereof. EXCEPT AS EXPRESSLY STATED HEREIN OR IN ANY ORDER, THE COLOCATION SPACE SHALL BE DELIVERED AND ACCEPTED “AS IS” BY CUSTOMER, AND NO REPRESENTATION HAS BEEN MADE BY THE COMPANY AS TO THE FITNESS OF THE SPACE FOR CUSTOMER’S INTENDED PURPOSE.

(h) The Company, or its suppliers, shall use reasonable commercial efforts to minimize interruptions to the Service. However, the Company shall not be liable for interruptions outside of its reasonable control. Service may be temporarily interrupted for emergencies. The Company will notify the Customer as soon as practicable under the circumstances.

3. CHARGES AND PAYMENT

(a) Charges for the Service shall commence and be paid in accordance with the Service Agreement.

(b) If the Company has not received payment for any Charges on any bill such that there is any overdue amount validly owed to the Company, the Company may (in addition to any interest on the overdue Charges and any other remedies available under the Service Agreement or Applicable Law) during such period until all overdue bills are paid in full;

i) refuse to provide any new Additional Services and other services requested by the Customer;

ii) suspend the provision of Power Service to the Customer upon five (5) calendar days’ prior written notice; and

iii) deny access to the Colocation Building by the Customer, its affiliates and Customer Authorized Representatives.

(c) If the Company suspends the provision of Power Service to the Customer pursuant to clause 3(b), the Company shall resume Power Service within twenty-four (24) hours after the receipt of payment for all past due bills, and the Company shall charge a reinstatement fee equal to United States Dollars One Hundred Dollars ($USD100) or equivalent currency per Power Feed multiplied by the number of Power Feeds to be restored.

(d) Notwithstanding anything contained herein to the contrary and unless otherwise agreed in writing by the parties, in the event any Order for Colocation Space, after acceptance by the Company, is altered (including, without limitation, any changes in the configuration or build-out of the Colocation Space) at Customer’s request that results in a delay of the Company’s delivery of such Colocation Space to Customer, billing for such Colocation Space shall commence no later than the original Customer Requested Target Completion Date set forth on the Order Form.

(e) Notwithstanding clause 6.2 (Variation of Charges) of the Service Agreement, the Company has the right to increase the Charges upon completion of each twelve-month (12-month) period from the Service Commencement Date, at Company’s reasonable discretion, by an incremental amount which reflects the increase in rates and fees for power service, by giving a thirty (30) calendar day written notice to Customer prior to the expiry of the twelve month (12-month) period. If the Customer continues to use the Service upon and after the new Charges become effective, the new Charges shall apply. Any subsequent termination by the Customer during the Minimum Contract Period shall be subject to the Cancellation Charge in accordance with the Service Agreement.

4. CUSTOMER’S OBLIGATIONS

In addition to the Customer’s Obligations set forth in the Service Agreement, the Customer shall comply with the following requirements:

(a) The Customer acknowledges that the Colocation Building and its facilities including the Customer Equipment may be subject to laws, regulations and guidelines governing environmental impact, electromagnetic interference, electromagnetic compatibility, hazardous materials, labelling and the like. The Customer will ensure compliance with the Company’s requirements in this respect in relation to the Customer Equipment as set for in clause 5.

(b) The Customer must, and must ensure that its employees, contractors and representatives:

(i) keep the Colocation Space safe and compliant with all relevant occupational health and safety laws applicable;

(ii) not change, modify or interfere with the fabric of the Colocation Building or its systems (including the use of wall, floor or ceiling fastening devices, drilling of holes in the same floor or to seek to access the below floor or above ceiling spaces within the Colocation Building) except with the prior written approval of the Company to do so; and

(iii) not manipulate, adjust or otherwise interfere with any Company Equipment or third party equipment within the Colocation Building.

(c) The Customer shall ensure that the Customer Equipment is used in accordance with the terms of the Service Agreement and any Applicable Law.

(d) In the event that any IP Address(es) assigned by the Company is/are used with the Customer Equipment, the Customer must strictly manage such IP Address(es) and ensure the use of such IP Address(es) does not violate any Applicable Law.

(e) The Company may, with the prior consent of the Customer and without such consent in an emergency situation, suspend operation of the Customer Equipment if the Company reasonably suspects the Customer Equipment is interfering with the Company’s telecommunications systems or network, other equipment in the Colocation Building or the safe and efficient operation of the Colocation Building; or is not used in accordance with the terms of the Service Agreement and any Applicable Law.

(f) The Customer shall appoint, in the Order Form, two (2) Points of Contact (“POC”) as the Customer’s authorised persons to submit to the Company on the Customer’s behalf, the initial and on-going network configuration information for the Service, and change requests in respect of the Service, including the authorization of the POC to make changes to the Customer’s security policy for the Service and appointment of additional or replacement of POC. The Customer warrants to the Company that the POC appointed in accordance with this clause are duly authorised to act on the Customer’s behalf in relation to the Service Agreement.

5. CUSTOMER EQUIPMENT

In addition to the terms set forth in the Service Agreement, the Customer shall comply with the following obligations relating to Customer Equipment:

(a) The Customer must not connect the Customer Equipment that consumes electrical power that exceeds the capacity level of the Power Service ordered by the Customer under this Service Agreement. If the Customer Equipment draws a power loading that exceeds the level specified in the Order Form, the Company will charge the Customer for the additional usage of the Power Service. If the Customer refuses to pay the charge for the additional usage of the Power Service, the Company shall reduce the power supplied to the Customer Equipment or disconnect some of the Customer Equipment in order to bring the power loading within the ordered Power Service.

(b) The Customer must not install Customer Equipment that exceeds the weight loading guidelines of the colocation facilities. If the Customer Equipment weight exceeds the maximum weight loading, the Customer must order additional Colocation Space or the Company may refuse to allow the installation of the Customer Equipment in excess of the maximum loading.

(c) The Customer must provide and update the Customer Equipment List in respect of all Customer Equipment installed in the Colocation Space and provide the updated list to the Company for any changes.

(d) The Customer is responsible within the Colocation Space for

(i) installation and collection of the Customer Equipment on the Company supplied racks or the racks provided by Customers (as the case may be); and

(ii) installation and collection of adequate cable sustaining bars, power strips and other required accessories which shall be performed by Customer or by a Company approved installer either arranged by the Company at the Customer’s request or by the Customer and in each case, at the Customer’s cost.

(e) The Customer must provide the Company with at least three (3) Business Days’ prior written notice of delivery of the Customer Equipment to a Colocation Building; and pay its own costs and expenses of delivery, installation and removal of the Customer Equipment including freight, insurance, duties, taxes, import and export agent fees and charges.

6. RELOCATION OF CUSTOMER EQUIPMENT

The Company reserves the right to change (at the Company’s cost) the location or configuration of the Colocation Space licensed to Customer within the Company’s Colocation Building, provided that the Company shall not arbitrarily require such changes. The Company and Customer shall work in good faith to minimize any disruption in Customer’s Services that may be caused by such changes in location or configuration of the Colocation Space.

7. SECURITY ACCESS POLICIES

(a) Customer will comply with all security access policies at each co-location property and Colocation Building.

8. TITLE

(a) Title to each item of the Customer Equipment remains with the Customer or its customer, representative, vendor, contractor or affiliate (as the case may be), and the Company shall have no right, title or interest in or to the Customer Equipment, except as expressly provided in this Service Agreement.

(b) Title to the Colocation Space and other Company Equipment that supports the provision of Colocation Space and the Service (including but not limited to the racks supplied by the Company, cable trays, patch panels, cage/room partition, electrical systems, air-conditioning systems, fire protection system, security access control system) remains with the Company.

(c) Subject to clause 8(d), and except where the building owner or manager provides and retains ownership in the Cross-connects under clause 2(c), a right to use the cabling in Cross-connects is provided to the Customer on installation. The Company grants the Customer a licence during the term of this Service Agreement to keep the Cross-connects under clause 2(c) in the Colocation Space and to use them for the purposes contemplated by this Service Agreement.

(d) Title to Cross-connects will revert, at no charge, to the Company on termination of this Service Agreement.

9. NO LEASE

This Service Agreement is a service agreement and does not constitute a lease or sublease of real property. The Customer acknowledges and agrees that it has been granted only a limited, non-transferrable, and non-exclusive licence to use the Colocation Space in accordance with this Service Agreement.

10. REMOVAL

(a) Subject to clause 10(b), the Customer must, at its own expense, remove all Customer Equipment and Customer Cross-connects from the Colocation Space and Colocation Building within two (2) Business Days after the date of expiry or termination of this Service Agreement. The Customer shall return the Colocation Space to the Company in the same condition as it was on the Service Commencement Date, normal wear and tear excluded.

(b) The Company is entitled to retain the Customer Equipment until the Customer pays all outstanding amounts owed to the Company and the Company’s affiliates. If the Company terminates the Service in accordance with the provisions of Termination of the Service Agreement as a result of the Customer’s failure to pay the Charges, title to and all ownership rights in the Customer Equipment (which is not subject to a mortgage or legal security interest in favour of a third party) will immediately transfer to the Company.

(c) Title to and all ownership rights in the Customer Equipment (which is not subject to a mortgage or legal security interest in favour of a third party) will transfer to the Company if the Customer Equipment is not removed from the Colocation Space and Colocation Building by the Customer within fifteen (15) Business Days after expiry or termination of this Service Agreement.

(d) The Company may dispose of the Customer Equipment which is transferred to the Company in accordance with clauses 10(b) and 10(c) as it sees fit and may charge the Customer for any costs of disposal.

(e) In the event that any works are required to be carried out to reinstate the Colocation Space and/or any Common Parts damaged or altered by the Customer, the Customer shall reimburse to the Company the reasonable cost of reinstatement works, such cost to be determined by the Company upon the Company’s assessment of the reinstatement.

11. CUSTOMER WARRANTIES

(a) The Customer represents and warrants that:

(i) the Customer has title to all Customer Equipment used and to be used at the Colocation Building.

(ii) the Customer or the Customer Authorized Representative is a valid licensee, or authorized user of each unit of the Customer Equipment;

(iii) the installation and use of the Customer Equipment by the Customer will conform to the specifications for the Colocation Space;

(iv) the Customer’s use of the Service (including all Cross-connects), Common Parts, Customer Equipment and Customer Cross-connects complies with all Applicable Laws;

(v) the use of Customer Equipment will not infringe the Intellectual Property Rights of any third party, or constitute unfair competition, a defamation, invasion of privacy, or violation of any right of publicity or other third party right, or be misleading;

(vi) the Customer is, and at all times will be, able to grant to the Company the licenses and other rights contemplated by this Service Agreement; and

(vii) the Customer has disclosed and will disclose to the Company any actual, threatened or potential litigation in which the Customer has become or may be involved which relates to the Customer Equipment or the Customer Services.

(b) The Customer acknowledges that it has selected the Customer Equipment and disclaims any reliance upon statements made by the Company. The Customer acknowledges and agrees that use and possession of the Customer Equipment by Customer under this Service Agreement shall be subject to and controlled by the terms of this Service Agreement and any other applicable Third Party Supplier Terms (if any).

12. INSURANCE

(a) The Company is not liable for any theft, damage or loss to the Customer Equipment while located within the Colocation Space or Colocation Building, except to the extent caused by the Company’s negligence, and then only to the extent that such theft, damage or loss is covered by the Company’s policies of insurance. Any damage to or loss of the Customer Equipment located within the Colocation Space or Colocation Building caused by sabotage, terrorism or the like is not covered by the Company’s policies of insurance.

(b) The Customer shall obtain, maintain and pay for valid and enforceable insurance policies with insurers reasonably satisfactory to the Company and with a minimum limit of United States Dollars One Million Dollars ($USD1,000,000) per occurrence for personal injury and equipment or property damage (in respect of property owned by the Company, the Customer and third parties) within the Colocation Space or Colocation Building or arising from the Customer’s use of the Service, or as otherwise required by Applicable Law, and, in particular, any Applicable Law relating to employer’s or employee’s compensation.

(c) The Company shall obtain, maintain and pay for valid and enforceable insurance policies with reputable insurers at least as good as the coverage is required of the Customer by the Company.

(d) The Customer is required to provide to the Company certificates of insurance which shall give evidence of the levels of insurance required under these Specific Terms before any unit of the Customer Equipment is delivered to and installed in the Colocation Building.

13. TERMINATION

Subject to the provisions relating to the Cancellation Charge in the Service Agreement, the Customer may, at any time after the Company’s acceptance of an Order Form, terminate the Service by giving the Company not less than ninety (90) days prior written notice.