Updated March 25, 2019
In addition to the following terms applicable to Advanced Managed Services (“AMS”), Customer must also execute the CTS Service Exhibit. Customer may also be referred as “Client” in the Service Description or other related documents.
- The various roles and activities available to Customer, as described in more detail in the Advanced Managed Services Service Description (“Service Description”), are collectively referred to as “Services” or “AMS”. The Service Description also describes the activities provided by the advanced professional roles available for purchase, including the set of additional fixed one-time or recurring fee services, and other general technical and service-related information. The Service Description may be updated from time to time by CenturyLink effective upon posting on the Website.
- Certain activities or services that are recommended may require additional terms and conditions, may be subject to additional fees and/or may require the purchase of additional underlying services.
- Certain Services are currently available for on-site activities within the continental US, United Kingdom, Singapore, Hong Kong, Japan or Australia. Remote activities are available in the US, Canada, Mexico, the United Kingdom, Singapore, Hong Kong, Japan and Australia. Remote and/or on site activities in other European countries may be available upon request. Not all roles are available in all locations. See your CenturyLink representative for more information.
- Transfer of Undertakings. To the extent Services include the provision of dedicated, named resources on a committed basis, such that the provision of or subsequent expiry, cancellation or termination of the Services constitutes a transfer of undertakings within the meaning of the United Kingdom Transfer of Undertaking (Protection of Employment) Regulations 2006 and related legislation ("TUPE") or similar law or regulation in other jurisdictions, Customer agrees that the terms of CenturyLink’s standard TUPE Addendum will apply.
Service Order; Rates; Rate Changes:
- A Service Order, incorporating these AMS Supplemental terms, is required before any Advanced Managed Services can be provided to Customer. Customer will have the option, at the time the Service Order is quoted, to select (i) a resource plan/type/role (e.g. designated named, unnamed, on-premise) with defined hourly rates, minimum monthly committed hours and minimum Service Term in exchange for a volume discounted hourly rate; and/or (ii) additional add-on options. Thereafter, Customer has the option to submit Work Requests to modify resource type or hours of activities of committed roles and Customer agrees to pay CenturyLink for all additional hourly charges incurred. A Customer may subsequently agree to a role and monthly committed hours in order to procure AMS resources at volume discounted rates by signing a subsequent Change Order. Customer acknowledges and agrees that requests for certain services at international locations may require an additional Service Order and additional terms and conditions.
- All fees will be invoiced in the currencies specified on the Service Order.
- Service prices are quoted after selecting the resource type (e.g. designated named, unnamed, on-premise), minimum monthly committed hours, and service term, if applicable. Customer will be invoiced at the beginning of the month following the Billing Commencement Date or “BCD” (defined below) in advance for committed monthly hours for any roles applying to that month and the prorated committed hours from the BCD through the end of the immediately preceding month. Fees for any additional hours consumed through Work Requests beyond committed hours will be included on the invoice two months following the month in which the hours accrued even if the Work Request has not been fully completed yet or has been cancelled by Customer before full completion. Notwithstanding any Work Request for dedicated or onsite roles with minimum monthly committed hours, any request for work beyond committed hours may be performed by an unnamed, remote resource. Customer is responsible for fees for all actual consumed hours.
- Minimum Requirements: A minimum commitment of monthly Client Success Manager (CSM) hours is required as identified on the applicable Service Order for each region in which Customer elects to purchase Services. Requirements are as follows:
- CSM role: The minimum required hours for the unnamed CSM role are calculated as the greater of 8 hours or 10% and the named CSM role at 40 hours or 10% of the aggregate monthly committed hours across the TAM, CTA, SAM, TSE and Flexible Resource roles.
- The following example illustrates this minimum hours calculation. A Service Order that has monthly committed hours of 40 for a CTA and 80 for a TSE will also require a minimum commitment of 12 hours for a CSM (40 + 80 = 120 x 10% = 12 hours which is greater than 8 hours).
- Rate Changes: Notwithstanding anything to the contrary in the Agreement, the Service Exhibit or Service Order with a Service Term or committed hours, the hourly rates are indexed through the US Consumer Price Index (CPI) to enable cost of living adjustments (COLA) to the rates on an annual basis as determined by CenturyLink. Customers will be notified in advance of any changes in hourly rates.
Hourly Rates/ Monthly Commitment(s):
- Consumed hours bill at hourly rates that are defined by professional role. Customer has the option to add and/or increase a commitment(s) on a subsequent Change Order in order to reduce hourly rates for committed roles. All monthly committed hours must be used within each calendar month and cannot be transferred or shared between Service Orders or Customer accounts nor can committed hours be carried over to subsequent calendar months. Any hours not used in a calendar month do not carry forward to a subsequent month. Any reduction in commitments are subject to early termination charges as further described in Section 9 below.
- Hourly rates will vary if the number of roles requested are modified via Work Request or a Change Order. Work is performed on an hourly basis only. For dedicated roles with a commitment of 160 hours per month, work by the dedicated resource exceeding 160 hours per month is not permitted. If additional resources are required by Customer, they will be performed by a remote, un-named resource.
Service is available for the following standard Service Terms in months: 12, 24, or 36. In addition to the ability to reduce the hourly rates in exchange for committing to a minimum monthly number of hours, Customers are eligible for further discounted hourly rates for committing to a Service Term of 24 or 36 months.
- The Billing Commencement Date (BCD) for committed Service roles will begin on the date of the role that is the last to be made fully available for Customer activities; however, Customer agrees to pay for any and all hours consumed prior to the BCD. The BCD triggers the date on which minimum commitments of hours start accruing even if they aren’t actually consumed.
- A Customer will receive its first invoice on the first of the month following the BCD. The first invoice will include a pre-pay for that month’s committed hours, the prorated committed hours from the BCD through the end of the immediately preceding month, and any actual consumption of hours occurring prior to BCD. Invoice criteria includes the following:
- Fees for committed monthly hours for a professional role are billed upfront for the month. For example, a 40 hour monthly commitment to a professional role will be billed on March 1 invoice for the committed hours to be consumed in March.
- Billing for consumed hours outside of committed hours are billed two months in arrears. For example, hours consumed for a professional role during March that exceed any monthly commitment of hours for that role will be billed on the May 1 invoice.
- Billing for optional add-on services with one-time fees will occur on the month following the completion of the service being delivered. For example, a Network Penetration Test One Time that completes in March will appear on the April 1 invoice.
- Billing for optional add-on services with monthly recurring fees will be billed up front for the month.
- The Service invoice will denote the number of hours consumed by role in excess of any committed hours per month for the role.
Work Requests, for remote resources and previously committed/existing on premises roles, can be submitted for the Service as described on the Website or Service Description. Work Requests specify the desired activities, type of role and desired timeframes. Customer may cancel any such Work Request before completion of the Services, however any accrued fees for activities performed prior to cancellation will be invoiced. Changes to or cancellation of Work Requests must be submitted as a new Work Request. Services scheduled to repeat periodically may be detailed on a single Work Request to avoid multiple submissions for the same request. In addition, if CenturyLink, in its reasonable discretion determines that any request for AMS Services is out of scope, CenturyLink will request that Customer contact its CenturyLink sales representative for consideration of delivery through a CenturyLink professional services statement of work (SOW) under a separate service agreement.
Each CenturyLink resource will perform activities or tasks commiserate with the resource’s skill set. Activities will be performed by CenturyLink between the hours of 8:00 A.M. and 6:00 P.M. in the local time zone of the resource(s) performing the Services, Monday through Friday, excluding local statutory holidays and any additional holidays that CenturyLink grants to its employees, a list of which can be provided to Customer prior to the commencement of the Services upon request. If the Customer requests performance of any Service outside of such hours (non-standard hours), Customer shall be responsible for any additional costs incurred as a result, as may be required by local rules and regulations (including without limitation any overtime pay. CenturyLink will determine the personnel assigned to perform the Services during non-standard hours, which may include remote resources, even if the Work Request is for on premise work.
On-Site; Travel and Expenses; Exclusions:
- On-Site. Additional requirements/restrictions for on-site resources are located in the Service Description. On site resources are not availability in all regions. For on premises Services requested by the Customer and agreed by CenturyLink to be performed on-site and in order to enable CenturyLink to carry out its obligations, Customer will provide CenturyLink employees, contractors and anyone acting on CenturyLink’s behalf with access during the standard hours noted above to any Customer site or other premises outside CenturyLink’s control. In the event of any conflict between the site regulations and these conditions, these conditions will prevail. Customer shall provide CenturyLink with safe access to Customer’s site as reasonably required for CenturyLink to perform the Services. CenturyLink personnel (i.e. CenturyLink employees or contractors) will observe reasonable and written site rules and regulations of Customer related to use of its premises, provided that such written rules and regulations are provided to CenturyLink prior to commencement of the Services. Customer shall provide all materials, equipment and resources necessary or desirable for use by CenturyLink personnel to perform the Services, including suitable workspace for CenturyLink resources working at the Customer’s site with closed door rooms, adequate environmental controls, lighting, telephones and network access including Virtual Private Network (“VPN”) access via the internet. Customer shall bear the risk of loss of any materials, equipment and resources used in the course of or in connection with the performance of the Services. Customer shall obtain at its own cost without additional compensation whatsoever any permit, certificate, license and any legal or regulatory consents necessary or desirable to enable CenturyLink personnel to provide the Services described herein. CenturyLink personnel reserve the right to immediately stop work activities if in their reasonable believe Customer is not in compliance with applicable laws.
- Travel and Expenses. All reasonable, documented and actual out-of-pockets expenses, including travel and living expenses (e.g., meals, lodging, and airfare) associated with Customer requested on-site visits will be billed to Customer at actual cost. If Customer cancels any on-site travel event after booking, Customer shall be assessed any non-refundable and travel related fees and penalties.
- CenturyLink shall not be responsible for failures or delays in performing Services due to Customer’s failure or delay to provide physical and/or logical access to the site and/or any materials or due to Customer-imposed or government-imposed security requirements.
- Customer must reimburse CenturyLink for travel and accommodation expenses relating to a Customer requested travel event. Travel time during business hours is counted as consumed hours with a travel event or local event.
- Requirements; Limitations. As used herein a "travel event" refers to any travel by a professional role to a Customer premises where distance between the professional role’s physical location and the Customer’s premises is 30 miles or greater.
- Customer must make any travel requests to their premise, regardless of whether it qualifies as a travel event or travel allowance, at least three full calendar weeks in advance of the requested departure date.
- Only committed professional roles for CSM, TAM, CTA and SAMs (such roles are defined in the Service Description) are available for travel requests.
- All overnight travel requests are subject to CenturyLink’s approval and are limited to up to two (2) business days per trip. CenturyLink reserves the right to limit the amount of trips approved.
- All travel and accommodations costs associated with a travel event are subject to CenturyLink reimbursement per the terms herein.
- Travel of less than 30 miles between the professional role’s physical location and the Customer’s premises is considered a “local event” and is not considered a reimbursable expense.
- Travel Allowances: Certain remote professional roles and minimum hour commitments include an annual in-region travel allowance. A list of roles and hours required is included in the Service Description. Unless expressly listed in the Service Description, no other professional roles, including on-premise resources qualify for a travel allowance.
- CenturyLink personnel will at all times comply with local rules and regulations.
Service Order Permitted Changes; Cancellation/Early Termination:
- Customers can make the following changes to a Service Order during a Service Term without any early termination fees:
Early termination fees will apply if Customer makes any of the following changes to a Service Order during a Service Term:
- Add new monthly commitments of professional role hours
- Increasing existing monthly commitments of professional role hours
- Add optional add-on services
- Change selected deployment of qualifying professional roles from named resource to unnamed resource
- Change selected deployment of qualifying professional roles from non-designated unnamed remote resource to designated named remote resource as long as minimum monthly commitment hours are met
- When removing or reducing any existing monthly commitments of hours for professional roles, an early termination fee of 100% of the reduced hours at the existing rate in the current Service Order for the number of months remaining in the current service term will apply; plus any additional costs or expenses incurred by CenturyLink arising from or related to the terminated resource(s).
- When removing any recurring optional add-on services, an early termination fee of 100% of the add-on monthly fee for the number of months remaining in the current service term will apply.
- When changing selected deployment of qualifying professional roles from designated named or unnamed resource to on-premise resource, an early termination fee of 100% of the committed hours removed at the existing rate in the current Service Order for the number of months remaining in the current service term will apply; plus any additional costs or expenses incurred by CenturyLink arising from or related to the modified role(s).
- When changing selected deployment of qualifying professional roles from on-premise to named or unnamed resource, an early termination fee of 100% of the committed hours removed at the existing rate in the current Service Order for the number of months remaining in the current service term will apply; plus any additional costs or expenses incurred by CenturyLink arising from or related to the modified role(s).
- When changing location of an on-premise resource more than 20 miles from existing location, an early termination fee of 100% of the committed hours moved at the existing rate in the current Service Order for the number of months remaining in the current service term will apply.
- If the Customer places an order to increase existing monthly commitments of professional role hours, CenturyLink shall not be obligated to maintain the same individual(s); however, CenturyLink shall use good faith efforts to maintain continuity of personnel where practical.
- Service Termination. Upon termination of a Service Order, any existing designated named resources or on-premise resources for professional roles providing activities to Customer will be reassigned to activities for other Customers and won't necessarily be available to fulfill Service activities for Customer should they re-subscribe to Service in the future.
Authorizations; Customer Responsibilities:
All authorizations and applicable Customer responsibilities are a condition precedent to CenturyLink’s ability to perform Services.
- Customer agrees and expressly authorizes CenturyLink to commence work and bill for (1) all activities via a Work Request and/or Change Order for which Customer has responded, in writing (including email), with a response that CenturyLink can reasonably interpret as authorization to proceed (i.e. agreed, confirmed, approved, etc.) and (2) any hours worked beyond the standard or contracted hours that are requested by Customer, including requests to continue work or projects that are submitted to CenturyLink via electronic mail. Notwithstanding the foregoing, CenturyLink reserves the right to require the execution of a Work Request before commencing any work in excess of such standard or contracted hours.
- Customer agrees that it will provide accurate and complete information as requested by CenturyLink in connection with its request for Services via the Work Request. Customer agrees that any registrants, users, or others submitting or approving Work Requests on its behalf, including via email exchange, have full legal capacity to do so and are duly authorized to legally bind Customer to all payment for hours accrued through Work Requests. CenturyLink may reject any Work Requests received by users that haven’t been approved as an authorized purchaser in SavvisStation or equivalent CenturyLink portal.
- Where Customer becomes reasonably dissatisfied with the performance of a designated named or on-site role/resource and provides written notice, CenturyLink will utilize commercially reasonable efforts to promptly address the personnel issue, including replacement of the designated name or on site role/resource. Written notice must describe with specificity the deficiency to the reasonable satisfaction of CenturyLink. CenturyLink will not remove or replace a CenturyLink resource for illegal or discriminatory reasons. If prior to the conclusion of the Service Term, a CenturyLink designated named or on site role/resource resigns or fails to commence the Services, CenturyLink will have 15 business days from the date of notice (from the resignation, or from the start date for a “no-show”) to provide a suitable replacement before Customer may seek an alternative from another source.
- In addition, Customer has the following obligations and responsibilities (“Customer Responsibilities”). Customer acknowledges that certain activities and/or optional add-on packages may require additional information and/or cooperation from Customer as further described in the Service Description:
- Provide a point of contact to coordinate the service activities
- Customer is responsible for providing CenturyLink with timely responses to inquiries around providing the service
- Customer’s timely participation in phone call(s) to discuss conditions or questions regarding any activities
- Customer will specifically identify and provide CenturyLink with access to all relevant Customer-controlled information, resources and locations required to perform and/or complete the Services.
- Customer will provide CenturyLink contact information (name, phone, email) for all Customer team members with whom CenturyLink will interface.
- Neither Customer nor its representatives shall attempt in any way to circumvent or otherwise interfere with any security precautions or measures of CenturyLink relating to the Service.
- This Service is not responsible for the hardware, software licenses, and vendor maintenance support for any devices.
- While performing the Services, if CenturyLink encounters (i) any concealed or unknown condition, (ii) a Customer responsibility contained herein is not met, or (iii) a delay caused by Customer, then the scope, schedule and/ or fees may be equitably adjusted as necessary. If the Customer does not agree to the reasonable adjustment in fees, CenturyLink shall not be obligated to deliver the affected Services.
CenturyLink and its affiliates or subcontractors may use and transfer to the United States, or other countries, Service data or information (including business contact information such as names, phone numbers, addresses and/or email addresses) for the sole purpose of: (i) providing and managing the Services; (ii) fulfilling its obligations under the Agreement; and (iii) complying with applicable law.
Nothing herein or in any Work Request will transfer to Customer any CenturyLink Technology, and all right, title and interest in and to CenturyLink Technology will remain solely with CenturyLink, its affiliates and their licensors. CenturyLink will not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge acquired during the course of providing the Services, including, without limitation, information publicly known or available, that could reasonably be acquired in similar work performed for another customer of CenturyLink or anonymized information on metrics or trends. As used herein, "CenturyLink Technology" means the proprietary technology of CenturyLink and its licensors, including services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, report formats, objects and documentation (both printed and electronic), designs, know-how, trade secrets and any related intellectual property rights throughout the world and also including any derivatives, improvements, enhancements or extensions of CenturyLink Technology conceived, reduced to practice, or developed during the term of a Service Order, including any Work Requests.
If CenturyLink or any employee, agent, or subcontractor of CenturyLink develops or creates any intellectual property as part of the Service or any tasks under a Work Request, that Intellectual Property shall be deemed CenturyLink Technology and will remain the exclusive property of CenturyLink and/or its licensors and shall not be considered a work for hire.
Customer Information Processing:
Customer hereby grants to CenturyLink (and, where necessary, will procure the grant from relevant End Users) all rights and permissions necessary to access and/or process the information, data or materials as necessary to provide the Services. In particular, such rights include processing: (i) to prevent or address service or technical problems; (ii) to provide Customer with additional or extended support; (iii) to prevent or address fraud, or security issues; or (iv) to comply with Customer's reasonable and lawful instructions communicated to CenturyLink.
Performance Warranty; Disclaimer of Warranties:
- CenturyLink will perform Services in a workmanlike manner in accordance with generally accepted industry standards. Customer further acknowledges that the Services are work hours performed and incurred by CenturyLink in response to a request by Customer. EXCEPT AS EXPRESSLY STATED IN THIS WARRANTY SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENTURYLINK (INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR ORAL, AND DISCLAIMS ALL IMPLIED WARRANTIES INSOFAR AS PERMITTED UNDER APPLICABLE LAW. ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, USAGE OF TRADE OR THAT PERFORMANCE OF THE SERIVCES WILL BE UNINTERRUPTED OR ERROR-FREE.
- In addition, and notwithstanding any other provision or understanding to the contrary in any document, CenturyLink makes no representation, warranty, or guarantee that any of the activities or tasks performed comply with or satisfy any applicable governmental or industry data security standard. If such activities or tasks include security and/or compliance framework services (advisory or otherwise) provided by CenturyLink, Customer acknowledges that CenturyLink may not identify or accurately identify all possible incidents, vulnerabilities, or potential security and/or compliance gaps and CenturyLink expressly disclaims any responsibility for any unidentified or misidentified incidents, vulnerabilities or gaps. If CenturyLink provides a recommendation, assessment, certification, report, or similar material to Customer hereunder, such material is developed in good faith as to its accuracy at the time of inspection or review by CenturyLink and CenturyLink does not and cannot guarantee that CenturyLink’s recommendations, assessments, tests, reports or monitoring will be accurate, complete, error-free, or effective in achieving Customer’s security and/or compliance related objectives. All Services are provided AS IS. Customer further acknowledges that it and not CenturyLink is responsible for its overall IT environment and is solely responsible for any buying decision or changes to systems/services. Neither CenturyLink or its subcontractors will be liable for any damages which Customer or third parties may incur as a result of Customer’s (i) non-compliance with any standards which apply to Customer, and/or (ii) reliance upon (or implementation of recommendations from) results, reports, tests, or recommendations related to the Services. Notwithstanding any cap on damages set forth in the underlying Exhibit or Schedule, CenturyLink’s total aggregate liability arising from or related to the Services will be limited to the total charges paid or payable under the applicable Service Order or Work Request.
CenturyLink provides the Services as an independent contractor. The Services will not create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or affiliates. For avoidance of doubt, any professional role/resource provided to Customer by CenturyLink is a CenturyLink employee or approved contractor and no performance of Services hereunder is intended to modify or change the status of such professional roles to that of any employee of Customer. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of CenturyLink.
Freedom of Action:
Nothing herein precludes CenturyLink from performing any services similar to the Services for itself or for any third party, provided that CenturyLink is in compliance with its obligations of confidentiality under this Agreement.
Regardless of a term or commitment by Customer, for so long as Customer is registered with CenturyLink for Service and for a period of twelve (12) months thereafter, each party agrees that it shall not directly or indirectly Solicit any Assigned Personnel either to accept employment or a consulting or contractor relationship directly with it or to terminate his or her employment, agency or other relationship with the other party, unless it first obtains the other party’s prior written consent. For purposes of this paragraph, “Solicit” means any intentional contacts with Assigned Personnel, regardless of who (i.e., the party to these Services or the Assigned Personnel) initiates the contact, that relates to the acceptance or termination of employment. "Assigned Personnel" means the employees, consultants and contractors of the other party who are either (i) assigned by CenturyLink to perform Services, or (ii) assigned by Customer to directly manage the Services. The foregoing will not prohibit a party from placing any form of general advertisement for a position that it may have available, even if an employee of the other party responds to such advertisement and accepts the position, so long as the advertisement is not specifically directed to that employee or any of the other party’s employees.