Tiviti CaaS Service Agreement

Section A - Commercial Conditions

Definitions and Interpretation In this Agreement, unless the context otherwise requires:

Acceptable Use Policy means Tiviti’s Acceptable Use Policy, as amended from time to time and which is available upon request;

Additional Services means additional internal or external connectivity to any of Your locations, or to the overall solution.

Annualised Value means the monthly charge multiplied by 12 to represent the full year charges;

Building Access means the service providing for the external connectivity (WAN + Internet) to Your building premises, as well as the necessary internal core and distribution (LAN) networking to support building of the specified size.

CaaS means Connectivity-as-a-Service, referred to as "Service";

Effective Commencement Date means the start date of a new contract term where this is accepted as a variation in accordance with Clause 7;

Intellectual Property Rights means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

Material Sub-contractor means a party Tiviti has a contractual relationship with whose financial distress could have a significant impact upon Tiviti and Our operations;

Minimum Contract Value means the Annualised Value at the Effective Commencement Date as outlined in Clause 7e;

Minimum Term means the Initial term unless the contract has been re-termed in accordance with Clause 7 whereby it will be interpreted as the new contract term as set out in Schedule 2 (CaaS Services Ordered and Pricing);

Re-term means that the contract term is varied in accordance with Clause 7 with the agreement of both parties, extending the Minimum Term of the contract and having a new Effective Commencement Date;

Service Charges means the amount (calculated by reference to the relevant rates and/or metrics set out in Schedule 2), payable by You for the provision of the CaaS service as defined in this Agreement, on the Order Form, and /or as otherwise agreed by the parties;

Service Credit means a service credit payable by Tiviti to You in respect of a failure to meet the requirements of an applicable SLA in accordance with the applicable Product Definition;

User(s) means authorised individual(s) who have access to the network provided under the Agreement. The number of Users contracted will directly impact the ongoing cost of the service and the technical specification of the service;

User Access means service providing connectivity for End-User devices and capacity to the Internet. It comprises the LAN and WLAN access layer infrastructure necessary to support modern End-User computing and real time communications, as well as connectivity to the public Internet.

Variation(s) means an agreed change in accordance with Clause 7.

  1. Scope of the Agreement

1.1. We will provide the Connectivity as a Service ("Service") as defined and agreed between the parties to meet or exceed the relevant Service Level (SLA) for the Service.

  1. Payment and charges

2.1. You must pay all undisputed, validly invoiced Service Charges as agreed and as detailed in the relevant invoice within 30 days of the date of the relevant invoice. If the payment is late We may charge interest on overdue sums at a rate of 4% per annum above the Bank of England LIBOR on any outstanding amount from the date when payment was due until the date of the actual payment. Interest will continue to accrue even if the Agreement is terminated. We shall be entitled, without prejudice to any other rights We may have, to suspend the Service until such time as all payments due and payable to Tiviti have been paid in full.  

2.2. We may end this Agreement if You do not pay any undisputed, validly invoiced Service Charges due to Us within the period of 90 days after the relevant due date. You would then have to pay the entire Agreement charge for the Minimum Term as stated in Claus 13.4.

2.3. Any dispute regarding payment or Service Charges under this agreement shall not apply to any third-party licenses required as part of the delivery of the Services.

  1. Service Credits

3.1. The relevant Service Level ("SLA") for the provision of the Services is set out within the applicable Product Description as detailed in Schedule 1. If other than for reasons beyond Our control, We fail to achieve the agreed SLA then we will pay to You a Service Credit in respect of the failure, at the rate as set out in the Product Description.

3.2. A Service Credit shall be Your exclusive financial remedy for a Service Level failure except where:

3.2.1. The failure has arisen due to an illegal act or wilful default by Us;

3.2.2. You are otherwise entitled to terminate this Agreement according to the terms of this Agreement.

  1. Force Majeure

4.1. Neither party shall be liable for any breach of its obligations under this Agreement (other than in relation to payment of sums due) to the extent that it is hindered or prevented from carrying out its obligations by reason of any Force Majeure Event.

4.2. Where such Force Majeure Event continues for more than three (3) calendar months either party may without additional liability terminate this Agreement by giving not less than 30 working days’ written notice to the other party.

  1. Locations

5.1. The Services to be provided under this Agreement will be delivered to the premises listed in Schedule 2 (CaaS Services Ordered and Pricing).

  1. Variations

6.1. The Services We provide under this Agreement will be as defined and agreed between the parties, except where You request Us to vary the Services to those agreed at the outset of this Agreement, in which case the parties shall work together in good faith and in a timely manner to complete and agree the variation to reflect the addition of such services, in accordance with these terms. These will be set out in Schedule 2 (CaaS Services Ordered and Pricing) and do not affect any other terms of the Agreement.

6.2. Subject to clause 6.3 below, extra Services or locations may be added by You to this Agreement at any time. We will provide You with flexible pricing options before You make your decision.

6.3. If an extra service or location is added to the Agreement within the final 12 months of the minimum term, we reserve the right to discuss any commercial requirements along with the addition. The options provided may include, but is not limited to, a review of the pricing and /or a re-terming of the contract with a new Effective Commencement Date and the Minimum Term being extended by a period of up to 36 months.

6.4. Services may be removed from this Agreement by You, provided that the Annualised Value of the Agreement does not fall below the Minimum Contract Value.

6.5. The Minimum Contract Value is set as the initial contract value, less any additional services, except where clause 6.3 is used to re-term an Agreement. In this case, the new Minimum Contract Value will be specified in the agreed Variation.

6.6. Where You request Services to be removed from this Agreement that would result in the Annualised Value dropping below the Minimum Contract Value We will provide you with flexible pricing options before you make your decision and these will be:

6.6.1. Repricing the Agreement; and / or

6.6.2. Retaining the current pricing of the Agreement upon payment of a one-time charge, which would be capped at the termination charges.

6.7. Subject to any alternative charging position agreed in writing between Us and You under this Agreement, We shall be entitled to increase the Service Charges set out in this Agreement after the end of the Initial Term. Such increase to the Service Charges may be made on an annual basis and shall only come into effect on or after the end of the Initial Term by giving You no less than 30 days’ notice in writing, provided that, in the event that You do not agree to the proposed increase and We are unable to come to an agreement within a reasonable period of your objection, You shall be entitled to terminate this Agreement subject to the provisions of Clause 13.

6.8. Building Access is contracted (by Tiviti in association with Related Suppliers) on a term basis of either 12, 36 or 60 months. Variance to the Building Access component will therefore typically result in additional one-time charges (levied by Tiviti) as it involves fixed infrastructure changes. Buyers will be given a choice of how to accommodate this cost within the overall Tiviti service.

6.9. User Access is contracted on a monthly basis and may be varied up and down. Only one service variance will be implemented per month, it will be based on the number of users active on the billing date and there is no pro-rating of service charges as they are calculated in whole months only.

6.10. Impact of changes to our hardware at Your sites as the volumes of Users are adjusted:

6.10.1. When the number of Users at any given site is adjusted, We will review the WAN access and hardware requirements deployed to support the service. This could either result in new equipment being deployed or equipment being removed from the site. In any event, you will co-operate and provide reasonable access and assistance in facilitating this. A WAN circuit will be provided at each site at all times during the term of the contract, unless agreed by both parties that this should be ceased.

6.10.2. Where we are prevented from removing equipment to support a change request by you or any agents acting on your behalf, you will continue to pay the same monthly "Pay Per User Per Month" costs until all the relevant equipment has been collected. This is in addition to other rights contained within this agreement.

6.10.3. Where You, or any agents acting on Your behalf, prevent Us from deploying new equipment to support a change request, You acknowledge and accept that this could negatively impact the service. Any service levels that are either directly or indirectly impacted by the failure to deploy any new equipment, which is due to You, will not be eligible for service credits or any other remedies.

6.10.4. For the avoidance of doubt, where you reduce the number of users to zero on any given site, we reserve the right to collect any and all equipment provided under this agreement.

6.10.5. You will ensure that all reasonable requests to gain access to the building to facilitate the prompt collection of our own hardware and other assets are facilitated.

6.11. All Additional Services have their own terms and conditions and will vary accordingly.

  1. Risk and ownership

7.1. Any equipment, which includes hardware, software, documents and manuals We lend You or place on the premises, in order to fulfil Our obligations within this Agreement, will remain Our property. The Service user must take all reasonable steps to make sure that this equipment is kept safe and in line with the manufacturer’s recommendations or specifications for storage and use, and not removed from the premises We dispatched it to without Our written permission. You will be charged for any equipment that is stolen, damaged or lost.

7.2. If, prior to the commencement of the Service, both parties agree that We will purchase Your equipment, in order to deliver the Service, then You agree to transfer the ownership of that equipment to Us, including the passwords and any other controls, at the rate agreed between the parties. The property in that equipment shall remain with Tiviti even following the termination of this Agreement unless acquired by You in accordance with Clause.

7.3. All of Our property which is kept on the premises must be returned to us on the termination of the Agreement unless the property is acquired by You in accordance with Clause 13.5.  

7.4. You will continue to own all required structured cabling within Your buildings, the external building envelope and attached private lands. You are responsible for maintaining this to the required standard, as well as paying any excess construction charges (ECCs) that may arise out of the service provision, whether relating to the moves, additions or changes (MACs) of installed structured cabling to accommodate the service. As part of the service obligation, Tiviti will endeavour to minimise ECCs at all times. However, You shall be obligated to pay for all ECCs associated with a continuing Tiviti order. Alternately, You may opt to cancel the Tiviti order for the site(s) incurring ECCs and accept alternate non-Tiviti options for that site.

7.5. Buyers may select from the available vendors on offer by Tiviti at the point of placing an order. Once a vendor has been selected, it may not be changed at the Your direction. However, Tiviti reserves the right to replace the vendor at a future point.

  1. Confidentiality

8.1. For the purposes of this Agreement, ‘Confidential Information’ includes all information (whether written, oral or in other form) that would be regarded as confidential by a reasonable business person.

8.2. Each party (in this Clause "Receiving Party") undertakes to the other party ("Disclosing Party"):

8.2.1. To keep confidential the Disclosing Party’s information of a confidential nature obtained from the Disclosing Party in discussions leading to the Agreement and subsequently received pursuant to this

Agreement; and

8.2.2. Not to disclose the Confidential Information in whole or in part to any other person without the Disclosing Party’s written consent, except to the Receiving Party’s employees, agents and sub-contractors involved in the supply or use of the Services (as the case may be) on a confidential and need-to-know basis; and

8.2.3. To use the Confidential Information solely in connection with the supply or use of the Services (as the case may be) and not for its own or the benefit of any third party.

8.3. The confidentiality obligations in Clauses 8.1. and 8.2. above will not apply if the Receiving Party is required by court, government or other regulatory body to disclose the Confidential Information, but only to the extent required by law, provided that the Receiving Party gives the Disclosing Party written notice as soon as practicable of such requirement.

8.4. The confidentiality obligations in Clauses 8.1. and 8.2. above will not extend to the Confidential Information which the Receiving Party can prove to the Disclosing Party’s reasonable satisfaction:

8.4.1. Has ceased to be secret without default of the Receiving Party’s part; or

8.4.2. Was already in the Receiving Party’s possession prior to disclosure by the Disclosing Party; or

8.4.3. Has been received from a third party who did not acquire it in confidence.

8.5. This paragraph shall survive termination of the Agreement or any part of it.

  1. Information Security

9.1. Both parties shall adhere to Tiviti Group’s Information Security policy, which is available on request.

  1. Data Protection

10.1. Both parties agree that they will at all times comply with their obligations under the General Data Protection Regulation ("GDPR"), the Data Protection Act 2018 ("DPA"), and all statutory instruments, orders, regulatory requirements, subordinate legislation

made pursuant to it or codes of practice governing the processing, including the collection, use, storage and transmission of any Personal Data required to be processed under this Agreement (which together shall be referred to as the "Data Protection Legislation")

10.2. Both parties acknowledge that for the purpose of Data Protection Legislation that We are the Processor of any Personal Data that You provide to us or where You are the Processor, We shall be a Sub-Processor. Unless otherwise required by law, We will Process the Personal Data only on Your written instructions. The Personal Data will only be Processed for the purpose of providing the Service. In relation to the above, You acknowledge that, in order for Us to provide the Service, We will also be required to disclose information to the telecommunications companies who will supply any element of the Service, who are also compliant with the Data Protection Legislation. You acknowledge that if we are not permitted to pass on this information then we may not be able to provide the Service purchased.

  1. Intellectual Property Rights

11.1. Both parties agree that Tiviti or its licensors shall own all of, and You shall not acquire any title to or interest in, any Intellectual Property Rights owned by or licensed to Us by third parties or any improvements, modifications or adaptations thereto (excluding any improvements, modifications or adaptations to the extent that they contain Intellectual Property Rights owned by You).

  1. Limit of liability

12.1. Nothing in the Agreement will limit or exclude either party’s liability for fraudulent misrepresentation, death or personal injury resulting from their own negligence or for any liability which cannot be excluded or restricted by law.

12.2. Save in relation to any claims arising in connection with the specific indemnities within this Agreement and subject to Clause 12.1 above, Your aggregate liability in any year of the Agreement (other than for payment of Charges) shall be limited to an amount not exceeding the Charges for services ordered in that year to include charges already paid and any outstanding charges for whatever reason, (provided that any claims arising after termination or expiry of the Agreement will be deemed to have arisen in the final year of the Agreement and be subject to the Service Charges paid or payable in such final year). Our aggregate liability in any year shall be limited to the payment for Charges received in that year.

12.3. Notwithstanding the above, neither party shall have any liability in contract, tort or otherwise (including liability for negligence), for loss or damage, whether direct or indirect, of business, production, operation time, goodwill, reputation, contracts, revenue, profits (other than for payment of Charges), for any loss of anticipated savings, for wasted expenditure or for any indirect or consequential loss whatsoever arising out of or in connection with the performance or non-performance by the Party of its obligations under the Agreement.

12.4. If, as part of the Service We have advised You that a solution may not provide Your requirements or that it may be vulnerable to attack or fraud from a third party, then if You choose not to follow Our recommendations We will not be liable for any costs, damage, loss or expense that you might incur from failure to follow Our advice.

12.5. In the event that any Service Credits are payable in respect of any failure to meet an SLA then payment of such Service Credits will be Your sole and exclusive remedy for such breach.

12.6. This paragraph sets out each party’s entire liability (including any liability for the acts and omissions of its employees, agents or contractors) to the other Party (whether arising under contract (including without limitation, in relation to any deliberate repudiatory and fundamental breaches), statute, tort (including without limitation negligence), indemnity or otherwise) arising in connection with the performance, contemplated performance or non-performance of the Agreement. You acknowledge that the exclusions and limitations of Our liability in the Agreement are reasonable.

  1. Ending this Agreement

13.1. Notwithstanding any other right to terminate within this agreement, either party may end this Agreement:

13.1.1. immediately, by giving written notice, if the other party is in material breach of its obligations under this Agreement and, if the matter can be rectified, fails to do so within 30 days of receiving a written request;

13.1.2. immediately, by giving written notice, if an application is made for an administrator or receiver to manage all or part of the other party’s assets or the other party cannot pay its debts when they are due or is declared bankrupt;

13.1.3. in accordance with Clause 6.7;

13.1.4. if the other party is found to be in breach of Anti-Bribery, Modern Slavery and Human Trafficking legislation, or any other legislation to which criminal liability attaches.

13.2. Notwithstanding any other right to terminate within this agreement, You may end this Agreement by giving at least 90 days written notice to Us subject to Clause 13.4.

13.3. If Tiviti is the party which falls into the financial difficulties as described within Clause 13.1.2 then You shall be entitled to novate any WAN circuit provision as part of the

Service to another provider at no additional cost from Us. Subject to purchasing the relevant assets from Us as per clause 13.5, in addition to the above, You will be entitled to novate the LAN service or any other service at no additional cost from Us to another provider.  

13.4. Notwithstanding any right to terminate exercised in accordance with this paragraph,

if You end this Agreement before the end of the Minimum Term for reasons other than Our material breach pursuant to paragraph 13.1.1 or Our commercial failure pursuant to paragraph 13.1.2; You shall be liable for the payment in full of any outstanding charges which form part of the Minimum Contract Value for the remainder of the Minimum Term. These charges shall include:

13.4.1. charges for any services specified in Schedule 2 (CaaS Services Ordered and Pricing) which make up the Minimum Contract Value

13.4.2. all early-termination charges specified in Schedule 2 (CaaS Services Ordered and Pricing) which were agreed through Variation

13.5. When this Agreement ends (for any reason), subject to the provisions of Clause 13.4,  

You and We must within 30 days or other duration agreed with both parties ("Exit Period"), return all equipment, including all hardware and software, documents and manuals used in connection with this Service and any other items which rightfully belong to the other. If assets are non-returnable or You wish to purchase the assets from Us and we agree to sell, then We will inform You of the market value of that equipment and You will have the option to purchase the equipment from Us at that agreed rate.

13.6. If this agreement ends by way of Your instruction or due to Your commercial collapse in accordance with clause 13.1.2, any non-perpetual licensing acquired by Us as part of our delivery of the Services will be terminated at the earliest possible renewal date with the license supplier. Any outstanding amounts due for such licensing prior to the date of termination and up until the end-date of the license term shall be due and payable by You in full with no right to withhold or set off any such amounts. Following the termination of the license(s) You must immediately cease using any equipment or services which are subject to on-going licensing. You may choose to acquire such suitable licenses yourself for the continued use of such equipment or services, however there will be no transfer of license from Us to You. Licensing requirements (referring to the licenses required and the term of renewal, but not the cost of) will be laid out in Schedule 2 (CaaS Services Ordered and Pricing) as part of the pricing of the Services.

13.7. The right to end the Agreement shall not prejudice any other right or remedy of the parties in respect of any rights, obligations, or liabilities accrued prior to termination.

13.8. Subject to the limits for WAN connectivity and radio based technology issues outlined in clauses 13.9 and 13.10 below, in the event that the Service falls below 95% for the SLA set forth in Schedule 1 three times within four consecutive months during a rolling 12 month period, then We will develop and agree with You an improvement plan to be implemented by Tiviti, agreement not to be unreasonably withheld. If Tiviti fail to deliver the service in line with the remedial plan as agreed between the parties, within the timescales outlined in the remedial plan, then this will be considered a material breach of the agreement by Tiviti and You may terminate the applicable Services in line with Clause 16ai (Ending this Agreement).  

13.9. The above remedial plan is limited for WAN connectivity dependent upon the building access service standard applied to the site as described in Schedule 1 (Tiviti CaaS Product Description (WAN Internet Architecture)) to the following:

13.9.1. Critical sites: the remedial plan applies in full (as in clause 13.1.1).

13.9.2. Priority sites: in respect of WAN, this right cannot be applied where at least one circuit is operational. E.g. for the purpose of the clause, both circuits would have to be impacted simultaneously.

13.9.3. Standard sites: this right does not apply for WAN connectivity.

13.10. The above remedial plan does not apply when the failures to the service are due to poor coverage or other issues with the radio based technology (to include but not limited to 4G), with the exception that following a remedial plan being implemented and completed, if issues continue to affect any 4G SIMS provided with the Service, then You will have the right to solely cancel the SIMS impacted by the failure, but no other part of the agreement.

  1. Exit arrangements

14.1. Where either party gives notice to terminate this Agreement, each party shall comply with its obligations under this Clause 14.

14.2. To give effect to this Clause 14, the following definitions apply:

14.2.1. Exit Plan: the plan produced in accordance with this Clause 14.3, as updated from time to time.

14.2.2. Transferring Assets: shall mean those assets which are capable of legal transfer to You and or the Replacement Supplier, and which You require to be transferred to You and/or the Replacement Supplier.

14.2.3. Transitional Assistance Notice: has the meaning set out in Clause14.7.

14.2.4. Transitional Assistance Service: the services to be provided by Us to You in the event of the expiry or termination of this Agreement for any reason to facilitate the transfer of the Service to You and/or a Replacement Supplier.

14.3. We shall, within [6 (six)] months from commencement of this Agreement, submit a draft Exit Plan to You which complies with the requirements of this Clause 14.

14.4. The parties shall use their reasonable endeavours to agree the contents of the Exit Plan. If the parties are unable to agree the contents of the Exit Plan within [90 (ninety)] working days of its submission, either party may refer the dispute for resolution pursuant to Clause 15.

14.5. The Exit Plan shall:

14.5.1. address each of the issues set out in this Clause 14 to facilitate the transition of the Service from Us to the Replacement Supplier and/or You and shall ensure that there is no disruption in the supply of the Service and no deterioration in the quality of delivery of the Service;

14.5.2. detail how the Service will transfer to the Replacement Supplier and/or You including details of the processes, documentation, data transfer, systems migration, security and the segregation of Your technology components from any technology components owned and run by Us or any of Our subcontractors (where applicable);

14.5.3. specify the scope of the Transitional Assistance Service that may be required by You as detailed in this Clause 14, any reasonable charges that would be payable for the provision of Transitional Assistance Service, and detail how such services would be provided (if required) during the Termination Period; and

14.5.4. provide a timetable and identify critical issues for carrying out the Transitional Assistance Service.

14.6. We and You shall each appoint an exit manager and provide written notification of such appointment to each other within one month of entering into this Agreement. Our appointed exit manager shall be responsible for ensuring that We and Our employees, agents and subcontractors comply with this Clause 14. The exit managers shall liaise with one another in relation to all issues relevant to termination or expiry and all matters connected with this Clause 14 and each party’s compliance with it.

14.7. You shall be entitled to require the provision of Transitional Assistance Service by sending Us a notice to that effect ("Transitional Assistance Notice") at any time prior to termination or expiry. The Transitional Assistance Notice shall specify:

14.7.1. the date from which Transitional Assistance Service are or are likely to be required;

14.7.2. the nature and extent of the Transitional Assistance Service required; and

14.7.3. the period during which it is anticipated that Transitional Assistance Service will be required.

14.7.4. During the Exit Period, We shall, in addition to providing the Service and the Transitional Assistance Service, provide to You any reasonable assistance requested by You to allow the Service to continue without interruption and to

facilitate the orderly transfer of the Service. Any additional reasonable costs incurred by Us in this regard which are not already in the scope of the Transitional Assistance Service or the Exit Plan shall be provided on a pre-agreed fixed cost basis.

14.8. You shall, or shall procure that You, or the Replacement Supplier, shall pay to Us the price determined for the Transferring Assets in accordance with Clause 13.5.

14.8.1. Any price to be paid by You in respect of Us performing our obligations in this Clause 14 (if any) shall be determined in accordance with a pre-agreed fixed cost basis.

  1. Dispute Resolution

15.1. If any dispute arises in connection with this Agreement, the respective for each party will, within [14 ] days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

15.2. If the dispute is not resolved at the meeting referred to in Clause 15.1, the directors or other senior representatives of the parties with authority to settle the dispute will, within [14 ] days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

15.3. If the dispute is not resolved at the meeting referred to in Clause 15.2, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute requesting mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than [30] days after the date of the ADR notice.

  1. General

16.1. The conditions of this Agreement solely in relation to the subject matter of this Agreement will take precedence over any conditions that conflict with a condition in any other Agreement between the parties or conditions contained in any purchase order.

16.2. Subject to the conditions contained in sections 8 (Confidentiality), 10 (Data Protection) and 11 (Intellectual Property Rights) above, You grant us a royalty-free licence to use Your corporate name and logo to market and promote the existence of this Agreement between the parties, including on our website and on social media platforms.

16.3. Neither party’s rights and responsibilities under this Agreement may be transferred unless agreed in writing. Agreement must not be unreasonably withheld.

16.4. If either party does not enforce any term or condition of this Agreement, that will not prevent either party from enforcing that term or condition in the future.

16.5. Any notice which needs to be given under this Agreement must be given in writing and delivered to the other party’s company secretary by hand, by recorded delivery, or by email.

16.6. Neither party can take any action under this Agreement more than two years after You or We become aware of (or should reasonably become aware of) the facts leading to the action.

16.7. This Agreement shall be governed by English law and both parties agree that any dispute relating to the matters set out herein shall be subject to the jurisdiction of the English courts.

16.8. You and We are independent contractors under this Agreement and neither can act on behalf of the other.

16.9. Any changes to this document must be agreed between the parties in writing and signed by one of Our directors and one of Your authorised representatives.

17.0. The commencement of this agreement is subject to you passing our compliance tests, which include a credit check. You will be notified within two working days of the order being placed if we require further information.


Section B - Service Conditions

  1. Scope of the Agreement

17.1. The Services We provide under this Agreement are as defined and described in Schedule 1 (Tiviti CaaS Service Description) & Schedule 2 (CaaS Services Ordered and Pricing).

17.2. Each Order Form, Product Description, shall incorporate all the terms and conditions of this Agreement except to the extent that such terms and conditions are specifically excluded or modified in writing between the parties to the exclusion of all other terms and conditions. (For avoidance of doubt any terms and conditions which either party may purport to apply under any purchase order, confirmation of order or similar document shall not apply to this Agreement, unless explicitly agreed in writing by both parties).

  1. Our responsibilities

18.1. We shall at all times during the term of this Agreement, deploy such personnel and/or technical resources to enable Us to carry out Our responsibilities set out in this Agreement.

18.2. If We believe that Our work will disturb parts of Your network which are external to the Service we provide, We will make all reasonable efforts to tell You about this before We start the relevant work, and where appropriate agree with You in advance any reasonable mitigations to such disturbance.

18.3. While Our employees are on site, We will make sure they follow any health and safety procedures provided by You to Us and/or which the relevant employees have been made aware of.

18.4. We will carry out Our responsibilities with due care and attention, and in a way that keeps business disruption to a minimum. We will be responsible for Our staff’s failures.

18.5. We will agree with you a standard change control process prior to the commencement of the Service which fits in with Your wider change process. Once agreed We will follow the process to ensure that any impacting change is approved before implementation and any planned engineering works by any third parties are notified to You prior to completion.

  1. Your responsibilities

19.1. You must provide reasonable co-operation to Us to the extent reasonably necessary to enable Us to resolve problems with the equipment covered by this Agreement, including, without limitation, facilitating access to relevant sites and equipment upon reasonable notice when required to, so that We can carry out Our responsibilities.

19.2. To the extent that You become aware of any material issue which is likely to impact the provision of Services under this Agreement, You shall take reasonable steps to report such issues to Us without undue delay.

19.3. Health, safety and any security procedures or policies must be given to Us or made available to Us for any sites that We are to attend to fulfil Our obligations in this Agreement. We will not be responsible for any delays in meeting Our obligations due to Our compliance with such health, safety and security procedures or policies if they explicitly prevent Us from carrying out the Service or if we haven’t received copies of these in advance, (for avoidance of doubt, this does not include allowing for Us to work around Your standard and reasonable policies and procedures).

19.4. You acknowledge that some repair work may be disruptive, and You will not unreasonably withhold permission for Us to do such work during the term of this Agreement. We will give You notice of any such repair work and We will not start the work until You give Us permission in writing which shall not be unreasonably withheld.

  1. Use of the Service and Acceptable Use Policy

20.1. You must at all times use the Services in accordance with Our Acceptable Use Policy, which is available upon request, and You agree that We may monitor your compliance with this policy. You must not use or allow anyone else to use the Service:

20.1.1. In breach of the Agreement; or

20.1.2. In breach of Law.

20.2. You acknowledge that the Service is not designed to be used in circumstances in which the content, functionality, services, data or information provided by the Service or the failure of the Service, could lead to death, personal injury, acts of terrorism, or severe physical or environmental damage and You agree not to use the Service for any such purpose.

20.3. Except as may be otherwise specifically provided under this Agreement, You are responsible for the use of the Service (whether authorised or not and whether by You or any other person), including without limitation all Charges incurred and any breaches of the Acceptable Use Policy. You will keep harmless and will indemnify Tiviti against any liabilities or costs arising from any and all claims by any third party, including Users, in connection with the mis-use of the Service as set out in this paragraph, other than where such claim arises from Our acts or omissions.

20.4. In accordance with clause 4c We may also charge You to cover reasonable administrative costs incurred by Us and associated with Your use of the Services in breach of the Acceptable Use Policy, including, but not limited to, recovery of the costs of identifying individuals breaching the Acceptable Use Policy and removing their ability to access and/or discontinuing provision of the Services to that individual, provided that We evidence such costs and take all reasonable steps to mitigate the losses that We suffer as a result of such breach.

20.5. We may suspend and/or restrict the Services at any time, to the minimum extent necessary, for any failure by You, Your representatives or users to comply with the Acceptable Use Policy or for allowing others to do the same.

20.6. We may allocate You a password and/or identity or security device(s) to enable

You to use the Service. You must keep such password safe and confidential and notify Us immediately if any third party becomes aware of it. You must not copy or attempt to copy any identity or security device(s) issued to you as part of this service. We reserve the right to change the password without notice and if We have reason to believe You are in breach of this Clause to invalidate such password and/or to terminate the Agreement, if we believe that this is necessary in our expert opinion.

20.7. You acknowledge and agree that We have no knowledge of, and accepts no responsibility for, the content, quality, value or use of the content, traffic or goods or services provided by You to third parties in connection with the Service. You should therefore take all reasonable steps to mitigate the risks inherent in the provision of the Service including, but not limited to, data loss.


Section C - Becoming a Tiviti customer

What is our Service?

Tiviti eliminates the traditional capital cost associated with providing connectivity to business users, as well as removing the traditional service provider demarcation point at building entry. Tiviti provides device-to-cloud connectivity including all in-building wired and wireless connections, out-of-building wide area connectivity, access to the Internet and the PSTN, along with access to private & public clouds.

Tiviti is a Connectivity-as-a-Service (CaaS) solution. Within this model, the customer does not own the physical networking equipment, or any of the contracted carrier services. Equipment and all required Related Services are provided as part of the Tiviti service and, upon cancellation, must be returned to or purchased from Tiviti.

Whereas customers with traditional managed services are responsible for purchasing the required hardware and accepting any related service contracts needed to support the service, Tiviti supplies the equipment free of capital expenditure and bundles all service contracts into a single agreement. Similarly, customers with traditional managed services are responsible for paying Move-Add-Change (MAC) fees, whereas customers of Tiviti are instead subject to a Fair Usage Policy, which includes a ‘typical’ quantity of MACs across their entire estate through-out the contract life-cycle.

Primary Services

Tiviti is composed of two Primary Services: Building Access and User Access. customers purchase a combination of Building Access and User Access for each identified building

Building Access

This service provides for the external connectivity (WAN + Internet) to a given customer’s building premises, as well as the necessary internal core and distribution (LAN) networking to support a building of the specified size.

Building Access also includes a number of LAN access ports for building shared services such as meeting rooms, CCTV, access control and environmental control. Building Access is therefore determined on an "included floorspace" basis.

Building Access is available at three different service levels, depending on the site criticality.

User Access

This service provides connectivity for user devices and capacity to the Internet. It comprises the LAN and WLAN access layer infrastructure necessary to support computing and real time communications.

All internet connectivity is secured via a managed virtual firewall (vFW). This controls external access to the customer’s networks. Internal network user access is controlled via a combination of IP address assignment, physical port assignment, Network Access Control (NAC) and other admission control technology.

Customers are not expected to maintain completely accurate lists of Users in any given Building, as network access is performed centrally across the customer estate, not at each location. Tiviti services are managed on a Fair Usage Policy (FUP) based on average and peak utilisation.

Included Equipment and Evergreen Policy

During the life of a Tiviti service, we prefer an "evergreen" approach rather than point-in-time refreshes. This means that equipment will be continually refreshed and replaced with newer (not necessarily new manufacture) equipment, almost on a part by-part basis. This offers minimal disruption to the customer (when compared with major refreshes) and allows for the delivery of superior security posture and availability.

Monitoring and Reporting

Customers will receive access to our monitoring and alerting system, currently SolarWinds, where they will be able to monitor the status of all networks (LAN, WLAN and WAN) and network devices.

If requested, the customer will receive read-only access to the management platform for the perimeter next-generation firewall, where they will be able to inspect all security logs, further traffic and historical user behaviour data.

Management Access and Control

Tiviti recognises that many customers will be uncomfortable with their entire end-to-end network being under the direct management and control of a third party. While root (administrative) control will be held by Tiviti, read-only access is available to all systems and platforms employed in the Tiviti proposition within the customer’s exclusive estate (shared systems are no-access). This allows the customer’s staff and monitoring systems to have an unrestricted view of the performance of the Tiviti service.

Engineer on Site Option

Critical locations include the provision for an engineer on site for all incidents. Standard and Priority rely on the customer providing "remote hands" for P2-P4 incidents and acting as the Tiviti’s "remote hands" on location. This could involve moving cable connections and assisting with other minor MACs under the direct guidance and advice of the NOC.

Transfer of Existing Networks

Customers often have existing in-life network equipment that is no longer required after the transition to Tiviti. In limited cases Tiviti may opt to purchase this in-life equipment either for continued use at the customer’s location or for use elsewhere. There is no obligation for either party to agree to this purchase, it will be governed separately as a distinct commercial activity from the provision and contracting of the Tiviti service.

Transitional Arrangements

Customers often have in-contract device support, external connectivity or other elements of existing service through other third parties which overlap with the provision of Tiviti. In these cases, Tiviti may (at its sole discretion) provide the customer with Tiviti under a transitional arrangement, where a reduction in the normal price of the Tiviti service is agreed, running until the contract for the third-party service runs out and the service can be migrated to Tiviti under normal Tiviti terms. Under such Transitional Arrangements, the customer is required to either novate the existing contracts to Tiviti (where possible), or provide a Letter of Authority for Tiviti to act on the customer’s behalf with the incumbent supplier(s)

Site Surveys & Circuit Installation

Prerequisite customer Site information and Physical Site surveys

Design and Implementation of a Tiviti service requires information about the customer’s location(s). Tiviti may opt for physical Site Surveys of the locations, so that Tiviti may gather the required information directly.

Structured Cabling

The Tiviti service depends on the customer’s (or landlord’s) structured cabling provision. Assumptions will be made, based on the customer provided information, as to the design, fitness and condition of the structured cabling.

During installation, if determined that this information was incorrect and the structured cabling is not fit for purpose. It is the customer’s responsibility to organise and pay for the remediation of any issues discovered with the structured cabling as required to deliver on the Tiviti design.

Tiviti will make all efforts to minimise the need for structured cabling changes and will discuss all available options with the customer so that they can make an informed decision regarding the works to be undertaken.

The customer will be asked to provide a floorplan sketch of the site showing available structured cabling. customers who are unable to provide such documentation may opt instead for a paid site survey, where a technician will attend the site and audit the available structured cabling, as well as performing recertification tests as necessary together with the customer’s site staff.

Wireless Survey and Design

Part of the Tiviti proposition includes supplying a "wall-to-wall" WLAN network for each site. The capacity and design of the WLAN environment depends on the number and type of User Access licenses associated with the site, as well as the site’s classification. In order to complete the WLAN design, Tiviti will require floorplan sketches with approximate dimensions, wall composition, user densities (by type) and location. Exact furniture (desk) locations are not required; only an indication of the typical population of each room (both number and type of users).

Customers who are unable to provide this detail may opt instead for a paid Wireless Site Survey, whereby Tiviti specialists will attend the site and produce the required documentation together with the customer’s site staff.


With the use of modern communications technologies now widespread, many existing commercial buildings will have some fibre infrastructure present, or at least have fibre nearby.

Tiviti has strong operational relationships with our Telco access network partners and will always use our best endeavours to progress orders smoothly and report any issues or delays if they arise.

The carriers, their local infrastructure, and the local situations at or near customers sites can sometimes present practical difficulties to completing the installation of a new service. Prominent amongst these are ‘wayleave’ permissions from landlords and building owners to run new cables or undertake civil engineering work to install ducts or other street-works.

Once Tiviti have all the necessary site details to place an order for a site, the carrier will undertake a survey to confirm the works needed to install the new service. This survey should identify if the standard lead-time can be met, or if any additional work is required that adds cost and/or extends the lead-time.

If wayleaves are required, the lead-time can be open-ended. When delays cause an unacceptable impact to the solution, Tiviti teams will work with the customer and our related supplier partners to escalate where possible and/or facilitate alternatives.

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Wayleaves and Landlord cooperation

Where multiple non-contiguous spaces within a building are occupied and under the same Tiviti agreement, Tiviti will require wayleaves and Landlord cooperation for the provision of network connections between the individual spaces. The same applies for connecting multiple buildings across private land. Should these wayleaves or Landlord permissions not be forthcoming, Tiviti may be unable to provide the Tiviti service to the location.

"Remote hands" obligation

Customers of all tiers of Tiviti are expected to provide "remote hands" service for the NOC on a fair and reasonable basis, in order to expedite the resolution of incidents, and to provide any necessary physical support for requested moves/adds/changes (MACs).

Tiviti customers who have opted for the guaranteed Engineer on Site (Critical Location customers) are not excused from this obligation.

Customer staff will never be asked to install or remove mounted equipment or perform any configuration tasks. Assistance will be limited to physical controls and cable connections.

Additionally, where incidents have been resolved (with or without remote hands) before the arrival of the on-site engineer, the engineer visit may be cancelled without penalty.

Third Party Services

The customer must also provide Tiviti with a Letter of Authority (LoA) to act on their behalf in all (non-commercial) dealings with the third-party supplier, from the start date of the Tiviti service until the renewal (cancellation) date of the third-party service.

Additional Services

By default, Tiviti provides a private organisation-wide Wide Area Network (WAN) with secure access to the Internet. However, customers may wish to add additional internal or external connectivity to a Tiviti location, or to the overall solution. These Additional Services are priced separately from the Tiviti proposition. The final solution will provide a single integrated network and connectivity service for the customer.

Cloud Access

Cloud Access is priced separately to Tiviti as an Additional Service. Cloud Access provides secure, private access to various public and private Cloud platforms, provided on a per-cloud/per-capacity basis at fixed speed increments (dependent on the Cloud being accessed). Cloud Access can be either via the organisation’s private WAN, or via a separate dedicated Virtual Network. This Virtual Network can be isolated via Zone-based controls in the vFW or delivered to one or more specified ports within the customer’s network.

Voice Access

Voice Access is priced separately to Tiviti as an Additional Service and is based on the required number of DID numbers and concurrent call capacity (SIP Trunks). It also has a usage-based billing element (in minutes) which is billed in arrears on a monthly basis, dependent on usage.

Customers who operate their own voice or Unified Communications platform, and who require SIP Trunk connectivity for their use, can request this as an add-on to the Tiviti product. Voice Access uses private peering with leading UK voice providers, it offers guaranteed performance and reliability without the expense or duplication of infrastructure required with legacy ISDN.

Customers who are operating soft-clients (e.g. Teams) and require only QoS capability within the data network do not require Voice Access as this capability is available by default.

Datacentre Access

Customers who have private Datacentre services through any on-net Datacentre or Tiviti hosting partner and who wish to include private access into the Tiviti solution may do so. There is an additional charge on a per-Datacentre/per-capacity basis at fixed speed increments to enable this connectivity.

Datacentre Access can be either via the organisation’s private WAN or via a dedicated virtual network. Datacentre service differs from Tiviti in that the building and LAN network are not part of the customer’s organisation; furthermore, the Datacentre location would have no users.

Off-net Datacentre locations are priced and sold as standard external WAN links and may be connected to a Tiviti network.

Internal Hosting (Datacentre) Service

Customers which house large internal Datacentres at site may find that the standard Tiviti provisions do not provide adequate ports or capacity for on-site hosting purposes. Customers may request pricing for either additional external connectivity only (where the customer maintains the datacentre network) or a full Tiviti-style service for their internal Datacentre. This is a Price on Application (PoA) service element.


Being a Tiviti Customer

The information below is intended to give the customer guidance about how the Tiviti service operates, how we manage the service and the guarantees we provide.

Service Levels

Tiviti is available at three levels of service for both Building Access and User Access.

A customer may have each site on any one of the three Building Access service levels, the level chosen will also define the SLA for this component of the Service.

Tiviti SLAs are based on service availability (for the Building Access) and Mean-Time-To-Restore (for User Access). The average monthly result of both the Service Availability and MTTR performance represents the compliance (or breach) of the SLA for that month.

Service availability is calculated end-to-end from the access layer (fixed and wireless) to any remote service (Internet, cloud or site) on a monthly basis.

% Availability = Agreed Service Time – Downtime *100% Agreed Service Time

SLA credits are payable when either the availability drops below the SLA Threshold for the measurement period; or when an incident fails to be resolved within the resolution time

MTTR is based on an incident classification scale. As the SLA is based on a monthly average, this means that individual events may exceed the MTTR guidance, providing that the monthly average for any class of event is within the MTTR.

Exceptional Incident Policy

Any single incident in which the MTTR is more than double the agreed SLA shall automatically count as an SLA breach for that month, regardless of the average MTTR for the month. Incidents which have documented exclusions from the SLA timeframes in the Tiviti CaaS Service Agreement will not apply to the Exceptional Incident Policy.

Building Access Service Levels

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Based on the class of service of a Building, the location will receive a corresponding SLA.

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Incident Severity Level Classification

Service-impacting incidents are classified based on the incident priority, from P1 (the highest) to P4 (the lowest). Broadly speaking, P2-P4 incidents are configuration related and will be resolved remotely, whereas P1 incidents are physical failures. Classification of incidents is as follows:

Screenshot 2021-12-15 at 16.53.42

This table details further the supporting service elements specified in the table above Building Access Service Levels

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User Access Service Levels

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VPN Access

Remote users (Enhanced or Premium) will be supplied with an SSL-VPN license or a client-based IP-SEC VPN license as required for remote access to the Tiviti network. The VPN will terminate on the Tiviti-provided managed virtual firewall.

Third-Party SLAs

Where Tiviti is supplying Tiviti in a transitional arrangement via customer-contracted third-party provision of some services, the SLA for that service component will be the SLA provided by the third party. All remedies for failure of the third party will be against the third party and not the Tiviti SLA.

Tiviti will provide all requested documentary evidence and support to the customer in their claim for service credit from the third party.

Service Credits

Service Credits for Building Access will be issued, based on the percentages of the monthly charge for the affected service and the SLA for the contracted service level. The value of the credit increases as the availability drops up to a maximum of 100% of the monthly charge:

Screenshot 2021-12-15 at 16.56.49

Park Time

Park time is the period in which Tiviti deem that they unable to progress the restoration of a service without further contact with the customer. These situations include but are not limited to:

  • Further diagnostic information required from the customer
  • Inability to contact customer to progress resolution
  • Lack of access to customer premises

  • Waiting on vendor or third-party support (escalation only)

Park Time will be excluded from the total incident timeline when calculating SLA performance and any associated Service Credit.

Moves–Adds–Changes (MACs)

Because Tiviti is a fully managed service MACs are either done via provided self-service portals, or through the Network Operations Centre (NOC).

A MAC includes any material change to the configuration of the Tiviti service, including but not necessarily limited to:

  • changing wireless network security

  • adding a new VLAN to support a new service

User mobility (moving between different sites) is not considered a MAC when no physical infrastructure must be moved. User mobility is an integral element of the service and requires no configuration changes.

Changing the total number of users across the entire estate is treated differently from a MAC and constitutes a Service Variance (see below).

MACs are grouped into three impact levels (categories) where Cat-1 MAC are the lowest cost, and Cat-3 MACs are the highest, each also has an associated SLA which provides the timeframe a customer can expect the action to be completed within.

This list provides examples of categorised changes, a full list is available on request.

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Fair Usage Policy

A quota of MACs are provided at no cost. If you adjust the number of users or the “User Access Service Levels” of users during the term of the agreement, we will review the number of inclusive MACs. The following table will be used to calculate the total number of MACs and proportions of categories 1, 2 and 3 included in the quota, rounded to a whole number.

Total quota of MACs:

  • Basic 0.1 / Month

  • Standard 0.2 / Month

  • Premium 0.3 / Month

For example: A customer estate with 150 Basic, 100 Standard and 80 Premium users would receive a quota of (150*0.1)+(100*0.2)+(80*0.3) = 59 MACs per month. The total number of MACs are then proportioned into two categories to provide the quota at each category level, as follows:

  • Category 1 MACs % 90%

  • Category 2 MACs % 10%

Category 3 MACs are not included as part of the service. The complex nature of these changes mean that no standard amount of time and cost could be applied

Customers who regularly exceed this usage may be subject to additional charges, based on the standard Tiviti-published MAC rates. This will be discussed at a service review between the customer and Tiviti account management before charges are incurred.

A quota of Moves, Adds and Changes (MACs), are provided at no cost. Any MACs requested over and above the following quota will be subject to a charge and billed monthly in arrears. Check MAC calculation on product description, your MAC quota will be listed on your agreement.

MAC Costs Above Quota:

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Varying the number of Users and / or building access service level:

Where a “Building Access Service Level” is increased during the term of the contract, the minimum charges will be updated as part of the change control process.

The number of users can be amended once per site per month and any such change will come into force at the start of the next billing cycle and will remain at that level unless and until a new request is made to change the number of Users. Further information is detailed in Section 6 of the Tiviti CaaS Services Agreement.

Record Keeping

Tiviti will maintain detailed logs of all customer network activity for no less than 90 days. Any customer requests for access to these logs will be permitted subject to all relevant legislation and regulations. Customers who require retention for longer periods of time will be subject to an additional surcharge for data archival. Customers are encouraged to investigate their own GDPR obligations with relation to Tiviti acting as the data keeper, data owner and data processor for all network usage data.

Monitoring and Reporting

As standard, access to the SolarWinds NMS platform is provided. This offers monitoring and reporting covering network device uptime/downtime and critical alerting, hardware health monitoring, utilisation of CPU and memory, and packet loss information for any network device that supports ICMP and SNMP.

Change Management

Part of the Tiviti service includes providing the customer with formal ITIL-standard Change Management. All changes to the service (configuration, capacity or otherwise) will be recorded in a formal change log, including the requestor, actor and effected change. Customers will be required to provide a list of authorised requestors who are able to make changes to the environment to the Tiviti NOC. Changes requested via other individuals will be flagged as security incidents and reported to the customer’s designated security controller.

Service Variance

User Access is contracted on a monthly basis and may be varied up and down (subject to the Tiviti CaaS Services Agreement)

Only one service variance will be implemented per month per site, it will be based on the number of users active on the billing date and there is no pro-rating of service charges as they are calculated in whole months only. Additional variances (per site) will be rolled up and implemented within the following month.

Rights of Continued Operation

Customers who wish to transition out of the Tiviti service have certain rights of continued operation, as described in Section 13 of the Tiviti CaaS Services Agreement.

These rights allow the customer to acquire, from Tiviti, the hardware and configurations currently being used to deliver the Tiviti service. The licenses (where applicable) are non-transferable, customers will often need to acquire licenses for the continued legal operation of the service. At all times, Tiviti will endeavour to make this as simple as possible and will provide the greatest amount of cooperation possible for the customer to achieve a smooth transition.

Where the Continued Operation pertains to circuits and services (separate from devices and configurations), Tiviti will, to the greatest extent possible and as per the Tiviti CaaS Services Agreement, make efforts to facilitate the novation of any in-contract or continuing circuits and services to the customer or their nominated new supplier.


Service Standards and Technical Specifications

Security Management

All Tiviti solutions provide a Cloud-based, next-generation virtual firewall platform. Customers may request read-only or role-specific delegated access to this firewall platform to facilitate limited self-service or self-auditing. The normal design, configuration and management of the firewall is a part of the Tiviti service. This platform will be used to monitor both organisation-wide and per-user network behaviour for compliance with customer objectives and the Tiviti Acceptable Use Policy.

User Authorisation, Authentication & Accounting (AAA)

To support Tiviti, customers are expected to have and maintain their own user directory services architecture (e.g. Microsoft Active Directory), compatible with LDAP and / or Kerberos standards. The customer’s directory services will be used to identify End-User activity on the network. This requires READ-ONLY access from the Tiviti automation network to the customer’s directory service.

Guest Access Policy

As standard, the Tiviti service includes provision for the customer to offer guest users limited Internet access from the WLAN environment. Guest access is segregated from normal network traffic into its own virtual network and accompanying WLAN SSID and will have no access to any network resources except Internet.

Breach Prevention

Where the Tiviti Network Operations Centre identifies a potential security breach of the customer’s network, the Tiviti service specifically allows for Tiviti to immediately block or otherwise restrict network access to the affected network segments or devices, pending investigation.

Relevant customer contacts will be notified within 30 minutes of any restrictions being put in place. This is a "fail-safe" approach which may result in false positives being actioned. However, it offers the best possible security for the customer.

Patching and Vulnerability Management

Patching and Vulnerability Management of all devices employed in a Tiviti solution will be performed by Tiviti. We will monitor all vendor communications regarding software weaknesses and known vulnerabilities and apply appropriate patches or mitigations according to the ranked severity and risk of the vulnerability.

AUP violation

Where Tiviti detect a violation of the AUP, they will be authorised to immediately block or otherwise restrict network access to the devices or network segments involved. Relevant customer contacts will be notified within 30 minutes of any restrictions being put in place. In the case of an AUP violation, Tiviti will decide if law enforcement authorities should be involved, and only following appropriate investigation, conducted jointly by the customer and Tiviti, will the block or restriction be removed.

Connected Devices

Local IP address pools will be provided based on the standard amount allocated for Building Access and User Access plus 10%. Ports and IPs are not strictly associated to individual users, but rather form a resource pool for the site.

Sites which suffer IP exhaustion may be assessed as requiring additional User Access licenses to accommodate for the unusually high number of devices connected to the network (i.e. in cases of IoT or M2M communication).

Product Architecture

The Tiviti product is made up of several components, traditionally viewed as Internet, WAN, LAN, WLAN and Security (the five-product mix). Each has its own distinct architecture that contributes to the overall Tiviti product.

WAN / Internet Architecture

The Tiviti network solution is based upon a fully managed MPLS WAN architecture, including all-access Router CPE and circuits, hosted Virtual Firewall (vFW) platforms, and the associated core MPLS components and configuration and support activities required during the term of the Tiviti Service contract. All networks are built around the RFC 4364 BGP/MPLS IP Virtual Private Network (VRF) standard. Each Virtual Network is built as a logically separate IP-VPN (VRF) on top of our core MPLS infrastructure. Customers will typically have between two and four separate Virtual Networks configured, including one for internal use, one for Guest Access, one for Voice Access and one for Datacentre or Cloud Access.

Access Circuit Technology & Resiliency

Standard Sites

Standard Tiviti is based around a symmetric Ethernet-based service, delivered over 4G, copper, fibre or microwave with adequate network capacity for the number of users specified using Tiviti service formulas.

Priority Sites

Priority Tiviti locations are based around a fibre Ethernet primary circuit with a backup Ethernet circuit on fibre, copper, microwave or 4G, which can deliver all customer services at a reduction in capacity of no more than 75% of the primary (e.g. a 100Mbps primary may be protected by a minimum of 25Mbps backup capacity). Primary and Backup circuits will be on physically separate CPE routers, connected with dual links into the internal LAN to provide automatic fail-over in the event of circuit or equipment failure.

Critical Sites

Critical Tiviti locations are based around a dual-fibre Ethernet access circuit design, in the event of a circuit failure, all services will be automatically switched to the surviving circuit. Primary and Resilient circuits will be on physically separate CPE routers, connected with multiple links into the internal LAN to provide automatic fail-over in the event of circuit or equipment failure. Backup circuits (if provided) will be installed into either the Primary or Resilient CPE equipment.

LAN / WLAN Architecture and Design

Building locations of less than 100sqm will be served by a collapsed core (two-layer) network design, larger buildings will be served via a standard three-layer (core + distribution + access) design. In all cases, contention from access to core will not exceed 5:1 (where 5Gbps of access layer capacity equates to a minimum of 1Gbps of core layer capacity). Where the site is large enough to require a dedicated core network, core networking and fully resilient links between Core, Distribution and Access of 10Gbps or better will be provided, thereby delivering a modern high-speed LAN network.

Customer Provided Equipment Space

When service is being delivered to a location owned or controlled by the customer, they must provide appropriate accommodation for network equipment:

  • Space Rack or wall-mounted location sufficient for two devices per physical Ethernet circuit; or one device per physical FTTC/DSL circuit and the associated cabling

  • Power Two British Standard 13a outlets within 1.5 metres, able to support 100W continuous Two British Standard 13a outlets within 1.5 metres, able to support 100W continuous draw each. Resilient services should have separate power feeds from separate draw each. Resilient services should have separate power feeds from separate supplies for improved resiliency.

  • Safety There should be no physical dangers to installation engineers and no requirement for any personal protective equipment to be worn

  • Dust and Debris Free from dust above 10 mg/m3

  • Temperature Controlled to any temperature between 5°C and 35°C

  • Humidity Free from any moisture and with an ambient humidity level <95% non-condensing

Internally hosted systems (datacentre)

customers may have internally hosted systems which are needed to provide service either to the wider organisation’s WAN or to the Internet. In either case, Tiviti will designate two additional separate logical networks: one for the internal datacentre and one for the DMZ (demilitarized zone) of any Internet-facing systems. These logical networks will be separate from the organisational WAN and will provide additional security zones in the included virtual firewall service, ensuring appropriate granularity of security rules, policies and reporting.

Capacity Management Formulas

Capacity management of both physical ports and network capacity is based on a graduated scale, depending on the size of the location.

Physical Ports

Each location receives 4 LAN ports, in addition to:

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For example:

  1. A small office of 55sqm will receive 4 + (55/10) = 10 LAN ports, plus per-User allowances

  2. A medium office of 300sqm will receive 4 + (300/50) = 10 LAN ports, plus per-User allowances

  3. A large office of 1200sqm will receive 4 + (1200/150) = 12 LAN ports, plus per-User allowances

Network Capacity

User Access capacity management works along similar principles, with sites provisioned with a portion of the total per-user capacity calculated by multiplying the number of users by the average capacity (and ports) per user class. Each site receives external connectivity mapped against Tiviti standard WAN access speeds, based on the quantity and type of users at that location.

Each site receives the following percentages of network allocations, with 100% representing 3Mbps per Premium user, 2Mbps per Standard users and 1Mbps per Basic user:

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Building Access circuits are provisioned in standard speed increments of 10, 20, 40, 60, 80, 100, 200, 400, 600, 800, 1000, 2000, 4000, 6000, 8000, and 10,000 Mbps

For example:

  1. A site with 15 Premium users, 40 Standard users and 40 Basic users will receive ((15*3)+(40*2)+(40*1))*0.80= 132Mbps. This site would receive a 200Mbps link. The fixed network would also receive a minimum of an additional ((15*2)+(40*1))*0.90=63 LAN ports.

  2. A large site with 80 Premium users, 230 standard users, and 150 Basic users will receive ((80*3)+(23 0*2)+(150*1))*0.70=595Mbps. This site would receive a 600Mbps link. The fixed network would also receive a minimum of an additional ((80*2)+(230*1))*0.70=390 LAN ports.

IP Address Pools

IP Address Pools at a site are based on the number of included IPs for the various types and quantities of User Access licenses at the site, in addition to one IP per Building Access port plus 10%. IP addresses are leased on a 24-hour basis (though fixed equipment may have reserved IPs), allowing for reasonable re-use of IPs as devices come and go, particularly from the wireless environment.

Additionally, any site configured with Guest Internet will receive a separate (additional) Guest IP pool equal to 25% of the size of the primary IP pool. Guest IP leases will be reduced to four hours, allowing for greater re-use.

For example:

1) A small office of 55sqm with one Premium user, six Standard users and two Basic users will receive the following:

  1. Building Access devices: 4 + (55/10) = 10 IPs

  2. Plus, wired User Access devices: Basic (2*1) + Enhanced (6*1) + Premium (1*2) = 10 IPs

  3. Plus, wireless User Access devices: Basic (2*1) + Enhanced (6*3) + Premium (2*4) = 26 IPs

  4. Plus 10%, resulting in 46*1.10 = 51 available IP addresses.

  5. Additionally, their Guest Access (if configured) would provide for 13 IPs (51*0.25)


QoS Design

QoS Implementation

The nature of QoS on a modern packet-based network relies on traffic being marked correctly at the edge. Many organisations have ignored this principle by building various traffic maps into the network itself.

This is not considered "best practice" and is not supported by Tiviti. While Tiviti will mark certain types of traffic according to source or destination (e.g. Voice) in order to take full advantage of the QoS capabilities of the managed Tiviti network, the customer must ensure that all applications are marking their traffic appropriately.

Tiviti will assist (where possible) in investigating that correct QoS markings are being applied and will, within the limitations of the network equipment employed, encourage the use of "application-aware" QoS handling within the network. Regardless, the obligation to correctly mark network traffic remains with the customer or their chosen IT support provider.

QoS Map

Tiviti offers a six-level Quality of Service (QoS) map. This offers guarantees that the data traffic classified and prioritised at the edge of the network is transported over the Network Access Service and the Core Network, within a defined set of quality performance metrics.

The table below illustrates the five classes of service offered:

Screenshot 2021-12-15 at 17.12.43

The following table illustrates how common QoS markings are matched to the Tiviti QoS levels:

Screenshot 2021-12-15 at 17.13.19

Tiviti QoS profiles

QoS is implemented on Tiviti-managed CPE and honoured as the traffic enters the network, according to a choice of four traffic profiles. QoS can also be disabled, resulting in all traffic being regarded as "Best Efforts".

The table below illustrates the available QoS profiles which can be applied:

Screenshot 2021-12-15 at 17.14.13 

User traffic destined for any CoS Class other than Default must be marked appropriately by the User Application at the source of the traffic with either IP Precedence or DiffServ Code Point (DSCP). Tiviti equipment will trust User markings and apply the traffic to the matching class but will not mark or remark traffic except in the case of Voice VLAN configurations with matching Voice Access configurations.


About Tiviti

Powered by Convergence Group, Tiviti is the UK’s foremost Connectivity-as-a-Service offering. Tiviti is a total network solution delivered via a single supplier, with flexible per user, per month pricing. It works the same way as you buy and consume a utility, delivering fast, reliable and secure business connectivity without the hassle of managing the underlying network infrastructure.

Find out more at: www.convergencegroup.co.uk/tiviti

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