**EXHIBIT 10.1**

 

*******Certain information on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

 

**DIMENSION DATA NETWORK SERVICES LIMITED**

 

 

**MASTER SERVICESAGREEMENT**

 

 

Between

 

 

**DIMENSION DATANETWORK SERVICES LIMITED**

(Hereinafter referred to as “Dimension Data”)a Company, incorporated under the laws of England and Wales with registerednumber 1505004whose registered office is atDimension Data House, Brooklands Close, Sunbury-on-Thames, TW16 7DXFax Number: 01923 814818

 

And

 

**VIA NET.WORKS EuropeHolding B.V.**

 

(Hereinafter referred to as “Customer”)a Company, incorporated under the laws of the Netherlands with registerednumber [34115551]whose registered office is at

 
|                                | H. Walaart  Sacrestraat 401-403 |
|-------------------------------------|---------------------------------|
|                                | 1117 BM Schipol  (SCHIPOL OOST) |
|                                | The Netherlands                 |
|                                | Fax Number: (0)118 951 2345     |
|                                |
| And with administrative offices at: |                            |
|                                |                            | 25 Kings Road, Reading RG1 3AR |
|                                     |                                 |  |  |

 

**DATE OF AGREEMENT:**

 

**REFERENCE NUMBER:**

 

**DimensionData hereby agrees to furnish the Services more fully set out in the Schedulesattached to and making reference to this Agreement and Customer agrees toaccept such Services, under the terms and conditions of this Agreement and allSchedules signed by the Parties hereto and referencing this Agreement:**

 
| Service  Level Agreement |   |   |  |
|--------------------------|--------|--------|--|
| Effective  Date:         |   |   |
| **Reference No:**        |   |   |

 

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1.**                                       DEFINITIONS**

 

In thisAgreement, the words detailed hereunder will have the meanings assigned to themunless the context clearly indicates or requires otherwise.  All Schedules to this Agreement areincorporated herein and form an integral part hereof:

 

1.1                                                         “BusinessDay” means any day other than a Saturday, Sunday or bank or public holiday inthe country in which the Services are provided;

 

1.2                                                         “EffectiveDate” means the date reflected in any Schedule as the date upon which theServices listed on such Schedule will commence;

 

1.3                                                         “Element”means any device, agent, or object listed in any Schedule hereto to be managed byDimension Data in accordance with the applicable Schedule, which may alsoinclude Equipment.

 

1.4                                                         “Firmware”means software code embedded in non-volatile pre-programmed memory present inthe system;

 

1.5                                                         “Equipment”means the hardware products listed in any Schedule hereto;

 

1.6                                                         “Products”means Equipment and Software;

 

1.7                                                         “Product Manufacturer” means themanufacturer, supplier and supporter of Products to Dimension Data in orderthat Dimension Data can supply Products and support at all levels to Customer;

 

1.8                                                         “ProprietaryInformation” means Software, documentation (including manuals) and any otherinformation confidential to Dimension Data or its licensors, vendors ormanufacturers;

 

1.9                                                         “Customer Proprietary Information” means anytechnical, engineering, customer, personnel, business data, specifications, orother information which is provided by Customer to Dimension Data is labeled orlegended as “Proprietary,” “Confidential” or the like or which by its nature orthe manner in which it is disclosed, is or should be reasonably understood tobe of a confidential nature.

 

1.10                                                   “Schedule”means any Schedule signed by the Parties from time to time, referencing thisAgreement;

 

1.11                                                   “Services”means the Services contracted for by Customer and listed in any Schedule heretoin relation to the specified Products, subject to the exclusions in Clause 18,or in any Schedule;

 

1.12                                                   “Software”means the object code version of computer programs described in any Schedulehereto and shall include any related documentation.  Software also means the Firmware included in the Equipment;

 

1.13                                                   “thisAgreement” means this Master Services Agreement, and all Schedules attachedhereto and referencing this Agreement.

 

2.**                                       COMMENCEMENT DATE OF AGREEMENT**

 

This Agreementwill commence on and with effect from the Date of Agreement reflected on thecover page of this Agreement and will continue in effect until terminatedaccording to its terms.

 

3.                                       **TERM**

 

The term inrespect of each Schedule of this Agreement will be the period stipulated in theSchedule, commencing on the Effective Date. Thereafter each Schedule to this Agreement will be automatically renewedfor successive one year terms unless and until such Schedule or this Agreementis terminated by either party by giving the other not less than 90 days priorwritten notice of termination having effect at the expiry of the then currentterm as specified in Schedule 1.

 
| Service  Level Agreement |   |   |  |
|--------------------------|--------|--------|--|
| Effective  Date:         |   |   |
| **Reference No:**        |   |   |

 

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******* Certain information on this page hasbeen omitted and filed separately with the Securities and ExchangeCommission.  Confidential treatment hasbeen requested with respect to the omitted portions. *******

 

4.                                       **SERVICES**

 

4.1                                                         DimensionData will provide to Customer and Customer will accept and pay for theServices.

 

4.2                                                         Schedule1.

 

4.2.1                                                Schedule1 sets forth the initial Services to be provided by Dimension Data to Customerfor the management of certain of Customer’s Elements.  In addition to the provisions set forth in Schedule 1 and anyService Level Description referred to therein, the following terms shall apply:

 

4.2.1.1                                       Baseline Review.Customer has provided an estimate of 10,319 Elements to be managed by DimensionData in accordance with Schedule 1. Upon execution of this Agreement, theparties shall develop a project plan that shall include a review by DimensionData to confirm the number of Elements that will be included in the Service.The Customer agrees that to the extent the number of Elements exceeds 10,319during the term of this Agreement, it shall be liable for additional charges inaccordance with the Schedule. To the extent the number of Elements is less than10,319, Customer shall remain liable for payment as if it was receiving theService for 10,319 Elements. The review shall take no longer than six (6) weeksfollowing the execution of this Agreement, provided that Customer provides allinformation necessary during this review to allow Dimension Data to determinewhich Elements are eligible for the Service.

 

4.2.1.2                                       DeploymentPhase. Upon completion of the review, Dimension Data shall commence thedeployment phase, which is expected to last no longer than two (2) monthsthereafter (“Deployment Phase”), Dimension Data shall deploy the Service to allElements eligible for the Service as determined in Clause 4.2.1.1. Customershall be liable for payment of the Service during the Deployment Phase inaccordance with Schedule 1.

 

4.2.1.3                                       ServiceObligations. Dimension Data agrees that Customer shall be entitled to up to***** percent (***** %) refund of the fees paid during any contract termhereunder for Dimension Data’s failure to provide certain aspects of theService. Within one (1) month of completion of the Deployment Phase, the partiesagree to establish service parameters to which the Service can be measured on aquarterly basis. Once agreed, these service parameters shall be attached tothis Agreement as Attachment 1 to Schedule 1. The service parameters to beincluded in Attachment 1 shall be include parameters substantially similar tothose included in the “Suggested Service Parameters” attached to Schedule 1 asAttachment 2.

 

4.2.1.4                                       Escalation andService Delivery. During the Deployment Phase the parties shall confirm theEscalation Process and quarterly service review, to include provisionssubstantially similar to those included in the “Escalation Process and ServiceReview” attached to Schedule 1 as Attachment 3.

 

4.2.1.5                                       ChangeManagement Procedures. Schedule 1 and its attachments shall include changemanagement procedures by which Customer can relocate, add, change, or deleteany Elements receiving the Service. The parties agree that except as set forth 

 

 
| Service  Level Agreement |   |   |  |
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| Effective  Date:         |   |   |
| **Reference No:**        |   |   |

 

 

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below, Dimension Data shall not chargeCustomer for any relocation, addition or changes of any Element.  Notwithstanding the foregoing, the partiesagree that to theextent greater than twenty-five percent (25%) of the Elements are moved in the12 month term, Dimension Data shall have the right to charge a move fee inaccordance with the relocation fee set forth in Schedule 1.

 

4.2.1.6                                       Exit Planning. In the event either partychoose to terminate this Agreement as permitted hereunder for reasons otherthan pursuant to a Customer breach of this Agreement in accordance with clause14, Dimension Data agrees to provide support in a profession manner to minimiseany disruptions to the management of the Elements by the Customer. At any timeup to the end of the term, Dimension Data shall at a minimum provide thefollowing services:

 

 

•                  Provision of aninventory database indicating the Elements (in machine-readable andhuman-readable form);

•                  Configurationdetails of the Elements;

•                  Soft copy ofreports available during the term of this Agreement and the termination phase(if such phase is subsequent to the term);

•                  Permission touse any APIs developed during the term;

•                  Development ofreports as may be required for Customer to manage its Elements subsequent tothe term of this Agreement.

 

It is agreedthat any services required of Dimension Data by Customer (i) if during the termexceeds the scope of Schedule 1 or (ii) subsequent to the term, Dimension Datamay charge for the services at its then-current hourly rateor as otherwise agreed by the parties.

 

4.3                                                         Customermay order additional Services under this Agreement by signing additionalSchedule(s).  All additional Servicesare subject to acceptance by Dimension Data and will be governed by the termsand conditions of this Agreement and any agreed terms and conditions attachedto specific Schedules and signed by both parties.   Acceptance by Dimension Data will be effective when the dulyauthorised representative of Dimension Data signs such Schedule(s).

 

5.                                       **CHARGES AND PAYMENTS**

 

5.1                                                         Thecharges for Services stated on the Schedules are those in effect on theEffective Date and may be revised to Dimension Data’s standard charges ineffect from time to time upon 90 days prior written notice to Customer beforethe end of the then-current term, but revision of charges shall not beimplemented for periods already paid in advance by Customer.

 

Charges for Services will be invoiced and paid within thirty days ofreceipt on invoice.  All payments shallbe effected without deduction or set-of within 30 days of the date of invoice.

 

5.2                                                         DimensionData shall be entitled to impose a late payment charge equal to the lesser of1.5% per month (pro-rata for a portion of a month) of the overdue amount, orthe maximum rate allowed by law. Customer shall pay any such late payment charge on notification byDimension Data of the amount thereof and that it has exercised its rights interms hereof.

 

5.3                                                         Chargesfor services not covered by this Agreement, services performed outside thespecified periods of coverage and commercial travel and per diem expenses notincluded in the coverage will be invoiced separately at Dimension Data’sstandard service rates subject to Customer’s prior written approval.

 

5.4                                                         Allinvoices shall be sent to VIA NET.WORKS Europe Holding B.V. However, VIA mayrequest Dimension Data to send invoices to the various VIA entities that arereceiving the Services in amounts agreed by the parties, which shall be equalto the aggregate amount payable by VIA NET.WORKS Europe Holding B.V. In such anevent, the parties shall agree upon the new invoicing structure to ensure thatDimension Data is not  adverselyaffected. In any event VIA NET.WORKS Europe Holding B.V. shall remain liablefor all unpaid balances by any other member of the VIA Group.

 

6.                                       **TAXES**

 

Customer willpay any taxes, duties or levies (including Value Added Tax) which DimensionData becomes obligated to pay by virtue of this Agreement but excluding taxesbased on the net income of Dimension Data. All charges referred to in clause 5and in Schedules attached hereto are exclusive of Value Added Tax or similartaxes.

 

 
| Service  Level Agreement |   |   |  |
|--------------------------|--------|--------|--|
| Effective  Date:         |   |   |
| **Reference No:**        |   |   |

 

 

 

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7.                                       **REPLACEMENT PARTS**

 

Equipmentparts, which are removed for replacement by Dimension Data, shall become theproperty of Dimension Data, upon replacement by Dimension Data.  Equipment parts replaced by Dimension Databecome the property of Customer, upon installation thereof by Dimension Data.

 

8.                                       **CUSTOMER’SOPERATIONAL RESPONSIBILITIES**

 

8.1                                                         Customerhas sole responsibility for use of the Equipment and Software, includingoperating procedures, audit controls, accuracy and security of input and outputdata, restart and recovery routines, and other procedures necessary forCustomer’s intended use of the Equipment and Software.

 

8.2                                                         Customerwill ensure that its personnel are, at all times, educated and trained in theproper use and operation of the Equipment and Software and that the Equipmentand Software are used in accordance with applicable manuals and instructions.

 

8.3                                                         Customerwill maintain back-up data necessary to replace critical Customer data in theevent of loss or damage to such data from any cause except to the extent suchdata is collected and/or stored by Dimension Data pursuant to any Schedule. Anydata lost by Dimension Data will be restored at Dimension Data cost.

 

8.4                                                         Toenable Dimension Data properly to provide Services, Customer will, in additionto any requirements or obligations specified in any Schedule:

 

8.4.1                                                                        maintainthe operating environment in accordance with the Product Manufacturersspecifications or specifications supplied by Dimension Data at the time ofdeployment;

 

8.4.2                                                                        provideDimension Data full access to the Software and Equipment, subject only toCustomer’s security rules;

 

8.4.3                                                                        followDimension Data’s procedures for determining whether or not remedial service isrequired at the time of deployment;.

 

8.4.4                                                                        followDimension Data’s instructions for obtaining off-site maintenance and support,if applicable;

 

8.4.5                                                                        fullyco-operate with the Dimension Data Support Centre in the resolution of anyreported fault;

 

8.4.6                                                                        keepsuch records relating to the use and performance of the Products as mayreasonably be requested by Dimension Data from time to time and ensure thatCustomer provides such records to Dimension Data’s personnel at all reasonabletimes;

 

8.4.7                                                                        provideDimension Data with all reasonable assistance and information to assistDimension Data to provide the Services; and

 

8.4.8                                                                        supplyall communication interfaces (except those kept by Dimension Data on Customersite for use by Dimension Data in the provision of the Services) required byDimension Data to enable it to provide any of the Services.

 

8.5                                                         Todetermine eligibility and pre-requisites for Services to be deployed subsequentto the initial deployment described in Schedule 1, Dimension Data may requireinspection, at Customer expense, of Equipment which:

 

8.5.1                                                                        hasnot been maintained continuously by Dimension Data from the date of purchase orlease by Customer; or

 

8.5.2                                                                        hasbeen relocated; or

 

8.5.3                                                                        requiresrefurbishment; or

 

8.5.4                                                                        hasnot been acquired from Dimension Data.

 

 
| Service  Level Agreement |   |   |  |
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| Effective  Date:         |   |   |
| **Reference No:**        |   |   |

 

 

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9.                                       **PROTECTION OF PROPRIETARY INFORMATION**

 

9.1                                                         Customerwill keep in confidence and protect Proprietary Information from disclosure tothird parties and restrict its use as provided in this Agreement. Customeracknowledges that unauthorised disclosure of Proprietary Information may causesubstantial economic loss to Dimension Data or its licensors.   Proprietary Information shall not becopied, in whole or in part, except when essential for correcting, generatingor modifying Proprietary Information for Customer’s authorised use.  Customer will mark each copy, including itsstorage media, with all notices which appear on the original.  This Agreement, including the Scheduleshereto, contains Proprietary Information and consequently shall not be disclosedto any third party without the prior written consent of Dimension Data providedthat no consent shall be required for disclosure of this Agreement, includingthe Schedules hereto, to the Auditor and professional advisors of Customer andemployees of Customer who Customer deems appropriate, or to any authorities whoby law are entitled thereto.

 

9.2                                                         DimensionData will keep in confidence and protect Customer Proprietary Information fromdisclosure to third parties and restrict its use as provided in this Agreement.Dimension Data further agrees that to the extent such Customer ProprietaryInformation includes end user data Dimension Data shall abide by all applicabledata protection laws specifically by storing and protecting data in accordancewith the Attachment attached herewith as Attachment 1 “Data Protection”.  Dimension Data acknowledges thatunauthorised disclosure of Customer Proprietary Information may causesubstantial economic loss to Customer.  Customer Proprietary Information shall not be modified in any mannerwhatsoever and may be viewed or stored only in accordance with the applicableSchedule.  No Customer ProprietaryInformation shall be disclosed to any third party without the prior writtenconsent of Customer provided that no consent shall be required for disclosureof any Customer Proprietary Information to any authorities who by law areentitled thereto.

 

9.3                                                         Upontermination or cancellation of any license agreement relevant to the Software,Customer will at Dimension Data’s option destroy (and, in writing, certifydestruction) or return to Dimension Data all copies of the Software, thelicense for which has been so terminated or cancelled and any other relatedProprietary Information in Customer’s possession (including Proprietary Informationincorporated in other software or writings).

 

9.4                                                         Upontermination or cancellation of this Agreement Dimension Data shall return toCustomer all Customer Proprietary Information.

 

9.5                                                         Customerwill inform its auditors, professional advisers and employees of theirobligations under this clause 9 and instruct them so as to ensure suchobligations are met.

 

9.6                                                         Thisclause 9 will survive termination or cancellation of this Agreement.

 

9.7                                                         ThisAgreement does not transfer to Customer title to any intellectual propertycontained in any Software, documentation or Proprietary Information.

 

9.8                                                         ThisAgreement does not transfer to Dimension Data any rights to the CustomerProprietary Information other than as expressly set forth in this Agreement orin any Schedule.

 

9.9                                                         WorkDeveloped by the Parties.  It is agreedthat reports and supporting documentation shall be developed by Dimension Datafor Customer during the term of this Agreementsetting forth the functionalityof Customer’s network (“Data”). Dimension Data will disclose and promptly furnish to Customer any andall Data. VIA shall have perpetual ownership, including copyrights, tradesecrets and other intellectual property rights in respect of the Data.DimensionData agrees that it shall have no right to use the Data for any purpose withoutCustomer’s written consent in each instance.

 
| Service  Level Agreement |   |   |  |
|--------------------------|--------|--------|--|
| Effective  Date:         |   |   |
| **Reference No:**        |   |   |

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10.**                                 SUB-CONTRACTORS**

 

Dimension Datashall have the right to sub-contract such persons as Dimension Data in itsreasonable discretion considers necessary to enable Dimension Data to fulfillits obligations under this Agreement. Dimension Data shall be liable for any breach of this Agreement causedby any sub-contractor. Dimension Data shall use reasonable endeavours to informCustomer of sub-contractors who are performing services for Customer.

 

11.                                 **WARRANTIES AND DISCLAIMERS; INDEMNITIES**

 

11.1                                                   DimensionData warrants that:

 

11.1.1                                                                  ithas full capacity and all necessary consents to enter into this Agreement;

 

11.1.2                                                                  theServices will be performed by appropriately experienced and suitably qualifiedpersonnel in a proper and professional manner, in accordance with theapplicable Schedule, good industry practice and Dimension Data’s ownestablished internal procedures;

 

11.1.3                                                                  itwill observe all statutory health and safety regulations currently in force andany additional safety regulations imposed by the Customer over its premisesprovided that such regulations are made available to Dimension Data and its agents;

 

11.2                                                   Warrantiesfor replacement parts are limited to the warranty applicable to the originalpart replaced and will in no event extend the warranty period or conditionsthat applied to the original part.

 

11.3                                                   Becausenot all errors in Software can or need be corrected, Dimension Data does notwarrant that all Software defects will be corrected.  Similarly, Dimension Data does not warrant that the functionscontained in the Software will meet Customer’s requirements or that theSoftware will operate in all combinations selected for use by Customer.

 

11.4                                                   Serviceswhether provided during any applicable warranty period in relation to theProducts or thereafter, do not cover repair or damage attributable to anymatters or events referred to in clause 18.

 

11.5                                                   Thewarranty period for the Products will start on the date on which the ProductManufacturers warranty period starts and shall be limited to the ProductManufacturers warranty which shall in no event be less than ninety days fromthe date of delivery.

 

11.6                                                   Exceptas expressly stated in this agreement or in any Schedule, Dimension Data givesno warranties, express or implied, by operation of law or otherwise.  Without derogating from the generality ofthe foregoing, the warranties of “fitness for a particular purpose” and“merchantability” are excluded.  Anywarranties given by Dimension Data extend solely to the customer.

 

11.7                                                   Indemnification

 

11.7.1                                                                  DimensionData hereby releases, and agrees to defend, indemnify and hold harmlessCustomer and each of its directors, officers, agents, representatives andemployees from and against any injury, liability, suits, claims, losses ordamages of any kind or nature whatsoever for bodily injuries, property damage,loss of life or property, and claims of third parties, (all referred to as“Claims”) incurred in connection with actions arising out of or in any wayconnected with Dimension Data’s activities or failure to act arising pursuantto its rights or obligations under this Agreement, including its access to theEquipment and Software, except where those Claims caused or occasioned solelyby the negligence or willful misconduct of Customer.

 

11.7.2                                                                  Customerhereby releases, and agrees to defend, indemnify and hold harmless DimensionData and each of its directors, officers, agents, representatives and employeesfrom and against any injury, liability, suits, claims, losses or damages

 
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| Effective  Date:         |   |   |
| **Reference No:**        |   |   |

 

 

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of any kind or nature whatsoever for bodily injuries, property damage,loss of life or property, and claims of third parties, (all referred to as“Dimension Data Claims”) incurred in connection with actions arising out of orin any way connected with Customer’s activities or failure to act arisingpursuant to its rights or obligations under this Agreement, except where thoseDimension Data Claims caused or occasioned solely by the negligence or willfulmisconduct of Dimension Data.

 

11.7.3                                                                  DimensionData shall not under any circumstances be obliged during the term of thisagreement, or any renewal thereof, to employ or offer any employment to aCustomer employee whose employment with the Customer has ceased for any reason.Similarly, to the extent any law requires a transfer of any Customer employeeto Dimension Data as a result of the undertakings agreed by Dimension Datapursuant to this Agreement, it is understood that Dimension Data shall not beobliged to continue the employment relationship. Accordingly the Customerhereby releases, and agrees to defend, indemnify and hold harmless DimensionData and each of its directors, offers, agents, representatives and employeesfrom and against any injury, liability, suits, claims, losses or damages of anykind or nature whatsoever instituted by a Customer employee(s) for loss ofemployment and associated salary and employment benefits arising out of or anyway connected with the rendering by Dimension Data of the Services under thisagreement or the performance of any other obligation by Dimension Data in termsthereof

 

11.8                                                   DimensionData shall permit Customer to perform audits from time to time (but in no eventmore than once annually) upon no less than forty-eight (48) hours’ notice toDimension Data for the internal systems used by Dimension Data to perform theService in order for Customer to determine whether DD has effective controls inplace to ensure the integrity of its systems, including but not limited tounauthorised access or the protection of data. Only the Customer (and no othermember of the VIA Group) may perform the audit

 

12.                                 **ALTERATIONS, ATTACHMENTS AND RELOCATION OF PRODUCTS**

 

12.1                                                   DimensionData is not responsible for any malfunction, non-performance or degradation ofperformance of Equipment and Software, caused by or resulting directly orindirectly from any alteration or attachment not approved in writing byDimension Data.  Customer will be solelyresponsible for resulting infringement, personal injury or damage to propertyand Software.

 

12.2                                                   Customerwill be responsible for any relocation of Equipment.  Customer must give Dimension Data notice in accordance with thechange control procedure set forth in the applicable Schedule.

 

Equipment moved may continue tobe serviced under this Agreement, at the option of Dimension Data, subject toCustomer agreement to adjusted charges and response times.

 

13.                                 **LIMITATION OF LIABILITY**

 

13.1                                                   DimensionData’s maximum liability for any single or series of connected claims arisingout of the performance of a Service will not exceed an amount equal to theamount paid to Dimension Data by Customer in the 12 (twelve) months precedingthe date on which the cause of action arose, in respect of the Service givingrise to such claim. Customer’s maximum liability for any single claim arisingout of its obligations under this Agreement will not exceed an amount equal tothe amount paid to Dimension Data by Customer in the 12 (twelve) monthspreceding the date on which the cause of action arose, in respect of the act oromissions giving rise to such claim.

 

13.2                                                   Inno event will Dimension Data be liable whether claimed in breach of contract,tort or under statute for:

 

13.2.1                                                                  anyincidental, indirect, special, punitive or consequential damages or loss,including, but not limited to, loss of use, revenues, profits or savings; or

 

13.2.2                                                                claims,demands or actions against Customer by any person, or payments made by or duefrom Customer to third parties; or

 
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13.2.3                                                                lossof or damage to Customer data from any cause except as expressly stated in anySchedule with regard to the restoration of data collected and/or stored byDimension Data; or

 

13.2.4                                                                lossof funds contained in, dispensed by or associated with the Equipment orSoftware.

 

13.3                                                   Inno event will Customer be liable whether claimed in breach of contract, tort orunder statute for:

 

13.3.1                                                                anyincidental, indirect, special, punitive or consequential damages or loss,including, but not limited to, loss of use, revenues, profits or savings; or

 

13.3.2                                                                claims,demands or actions against Dimension Data by any person, or payments made by ordue from Dimension Data to third parties.

 

13.4                                                   Theliability of Dimension Data shall not be limited where a cause of action arisesfrom any of the following:

 

13.4.1                                                                fraud;

 

13.4.2                                                                DimensionData’s gross negligence;

 

13.4.3                                                                thedeath of, or personal injury to, any person caused by negligence;

 

13.4.4                                                                undersection 12 of the Sale of Goods Act 1979;

 

13.4.5                                                                undersection 2 of the Supply of Goods and Services Act 1992.

 

13.5                                                   Theliability of Customer shall not be limited where a cause of action arises fromany of the following:

 

13.5.1                                                                fraud;

 

13.5.2                                                                Customer’sgross negligence; or

 

13.5.3                                                                thedeath of, or personal injury to, any person caused by negligence.

 

14.                                 **TERMINATION, SUSPENSION AND CANCELLATION**

 

14.1                                                   Eitherparty may terminate Services upon expiration of the applicable 12-month term bywritten notice delivered at least 90 (ninety) days prior to the expiration ofthat term.  Failure to give such noticewill result in the automatic renewal or extension of the Services foradditional 1 (one) year terms, until terminated by way of written notice asaforesaid.

 

14.2                                                   DimensionData may suspend Services on at least 14 days prior written notice to Customerif:

 

14.2.1                                                                  Anyundisputed payment (provided that the disputed amount is legitimately disputedfor bona fide reasons) under this Agreement is overdue by more than 10 days

 

14.2.2                                                                  anyapplicable site configuration falls below the minimum configuration required byDimension Data.

 

14.3                                                   Inthe event that any Products become obsolete and are no longer supported by theProducts Manufacturer or licensor therefor (collectively referred to as“Obsolete Products”) Dimension Data shall be entitled to terminate thisAgreement in relation to such Obsolete Products on 90 days prior written noticeto Customer.  In this event:

 

14.3.1                                                                thisAgreement shall remain of full force and effect in respect of Products whichare not obsolete;

 

14.3.2                                                                ifCustomer has paid fees and charges in advance in respect of Obsolete Products,Customer’s account will be credited pro-rata for the period followingtermination.

 

14.4                                                   Withoutprejudice to other remedies available to it in terms of this Agreement,Dimension Data may cancel this Agreement and any Schedules for default ifCustomer fails to:

 

 
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14.4.1                                                                makeany arrear payment within 10 days; or

 

14.4.2                                                                cureany other default within 30 days as the case may be, of receipt of writtennotice calling upon Customer to makepayment or remedy the default in question.

 

14.5                                                   Withoutprejudice to other remedies available to it in terms of this Agreement,Customer may cancel this Agreement for default if, upon receipt of writtennotice thereof, Dimension Data fails to cure any default within 14 days.

 

14.6                                                   Dimension Data may terminate Services on 30days prior written notice if Dimension Data determines that Customer’s Softwaremodification or failure to install a revision or update will interfere with theprovision of such Services.

 

14.7                                                   EitherParty may forthwith terminate this Agreement or Schedule by giving writtennotice to the other if the other Party become insolvent or bankrupt or entersinto any arrangement for the protection of its creditors or goes intoliquidation (except for the purposes of amalgamation or reconstruction and insuch manner that the Company resulting therefrom effectively agrees to be boundby or assume the obligations imposed on that Party under this Agreement).

 

14.8                                                   Terminationor cancellation of this Agreement will not affect any rights or duties arisingunder it with respect to Proprietary Information or payment of charges.

 

15.                                          **NOTICES**

 

15.1                                                   Allnotices required by this Agreement to be given to either Party will be sent toits address as provided on the cover page of this Agreement.

 

15.2                                                   Noticesgiven in terms of this Agreement shall be sent by registered mail or arecognized overnight carrier with confirmation of receipt or delivered by handor sent by facsimile and shall be deemed to have been received on the date ofdelivery or transmission (as the case may be) if same takes place during normalbusiness hours, or if not, on the next following business day, in the case ofhand delivery or facsimile transmission, or in the case of forwarding byovernight carrier on the 1st day after depositing the notice withthe carrier or in the case of forwarding by registered mail, on the 3rd dayafter posting.

 

16.                                 **OTHER PROVISIONS**

 

16.1                                                   Allrisk of loss or damage to Equipment and Software will pass to Customer upondelivery to Customer’s site.

 

16.2                                                   Neitherparty will be liable for failure to fulfill its obligations when due to causesbeyond its reasonable control due to Acts of God, strikes or lock outs of thirdparties  (“Force Majeure”). If any ForceMajeure occurs in relation to either party which affects or may affect theperformance of any of its obligations under this Agreement, it shall forthwithnotify the other party as to the nature and extent of the circumstances in question.   Neither party shall be deemed to be inbreach of this Agreement, or shall otherwise be liable to the other, by reasonof any delay in performance, or the non-performance of any of its obligationsunder this Agreement to the extent that the delay or non-performance of thatobligation is due to any Force Majeure of which it has notified the other partyand the time for performance shall be extended accordingly.  If the performance by either party of any ofits obligations under this Agreement is prevented or delayed by Force Majeurefor a continuous period in excess of fourteen days, the other party shall beentitled to terminate this Agreement by giving written notice to the party soaffected, whereupon all money due up to the point shall be paid in accordancewith the payment provisions set forth in Clause 5.1, and in particular Customershall pay to Dimension Data all arrears of payments.

 

16.3                                                   Anyfailure or delay by either party in exercising any right or remedy will notconstitute a waiver.

 

16.4                                                   Thelaws of England will govern this Agreement and the Parties accept thenon-exclusive jurisdiction of the courts of England.

 
| Service  Level Agreement |   |   |  |
|--------------------------|--------|--------|--|
| Effective  Date:         |   |   |
| **Reference No:**        |   |   |

 

 

10

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16.5                                                   ThisAgreement constitutes the entire agreement between the parties with respect tothe subject matter hereof. The terms and conditions of this Agreement willsupersede all other terms and conditions submitted by Customer, and all and anywritten and oral communications between the parties.

 

16.6                                                   DimensionData may cede its rights under this Agreement including, without limitation,the right to receive payments, without Customer’s consent.  Dimension Data will not assign itsobligations under this Agreement without Customer’s prior written consent,which consent shall not be withheld unreasonably.  Customer will not cede, assign or transfer its rights orobligations under this Agreement without prior written consent of DimensionData, which consent shall not be withheld unreasonably; provided that Customermay assign or transfer its rights or obligations under this Agreement to anyother member of the VIA NET.WORKS group upon written notice to Dimension Data.

 

16.7                                                   ThisAgreement may be modified or added to only by a written addendum signed by aduly authorised representative of each party.

 

16.8                                                   Eachclause and provision of this Agreement is severable, and if one or moreparagraphs or provisions are declared invalid, the remaining provisions of thisAgreement will remain in full force and effect.

 

16.9                                                   The termsand conditions appearing in the Schedule(s) hereto are hereby incorporated intothis Agreement.  In the event of anyconflict between the terms and conditions of this Agreement and those appearingin any Schedule(s), the terms and conditions of this Agreement shall prevail,unless expressly stated otherwise in a Schedule.

 

17.                                          **ARBITRATION**

 

17.1                                                   Inthe event of any dispute or difference arising between the parties hereofrelating to or arising out of this Agreement including the implementation,execution, interpretation, rectification, termination or cancellation of thisAgreement, the parties shall forthwith meet to attempt to settle such disputeor difference and, failing such settlement within a period of 14 (fourteen)days, the said dispute or difference shall be submitted to arbitration inEngland and finally resolved in accordance with the rules of Conciliation andArbitration of the International Chamber of Commerce by an arbitrator orarbitrators appointed in accordance with those rules.  This clause will not preclude any Party from applying for orobtaining interim relief on an urgent basis from a Court of competent jurisdiction pending a decisionof the arbitrator.

 

17.2                                                   The provisions of this clause shall continueto be binding on the parties, notwithstanding any termination or cancellationof this Agreement.

 

18.                                 **EXCLUSIONS**

 

18.1                                                   Inaddition to any exclusion set out in any Schedules to this Agreement, Servicesto be provided in terms of this Agreement do not include the provision ofservices, nor repairs or replacements necessitated by or related to:

 

18.1.1                                                                  damagecaused by accident, fire, water, lightning, power surges or other act of Godbeyond Dimension Data’s reasonable control

 

18.1.2                                                                damagecaused by riots, civil disorder, acts of violence, sabotage or similar acts ofparties not within the control of Dimension Data;

 

18.1.3                                                                damagecaused by abnormal operating conditions such as high or low temperatures orhumidity or dust levels which are beyond the published environmentalspecifications of the Product Manufacturer as provided by Dimension Data;

 

18.1.4                                                                thenegligent use, abuse or misuse of Products by Customer or any third partyappointed by the Customer;

 

18.1.5                                                                damageduring any transportation of Products not carried out by Dimension Data;

 

18.1.6                                                                electricalwork, not performed by Dimension Data or its subcontractor;

 
| Service  Level Agreement |   |   |  |
|--------------------------|--------|--------|--|
| Effective  Date:         |   |   |
| **Reference No:**        |   |   |

 

 

11

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18.1.7                                                                causesexternal to the Equipment such as failure or fluctuation of electrical power;

 

18.1.8                                                                ObsoleteProducts; or

 

18.1.9                                                                therestoration of lost data from any Products, or equipment connected to Products.

 

19.                                 **Non-solicitation**

 

For the duration of thisAgreement and for 12months thereafter, Customer shall not directly orindirectly, employ, solicit or offer employment (save for the employment ofsuch individual pursuant to placement by an employment agency) to any employeeof Dimension Data who is or was employed or involved in the provision of theServices, nor shall it solicit, entice, encourage or persuade any such employeeto terminate his/her employment with Dimension Data.

 

 

CUSTOMER ACKNOWLEDGES HAVING READ AND UNDERSTOOD THIS AGREEMENT(INCLUDING ALL ATTACHED SCHEDULES) AND IS NOT ENTERING INTO THIS AGREEMENT ONTHE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH IN IT.

 

 

**Signedfor and on behalf of Customer:**

 
|            |        |            |   |
|-----------------|-------------|-----------------|--------|
| /s/ Ray  Walsh  |        | 12/05/03        |   |
| SIGNATURE       | DATE        |
|            |        |
| Ray Walsh       |        | SVP  Operations |   |
| NAME  (PRINTED) | DESIGNATION |

 

 

**Signedfor and on behalf of Dimension Data Network Services Limited.**

 
|                |        |     |   |
|---------------------|-------------|----------|--------|
| /s/ Andrew  Carlsen |        | 13/05/03 |   |
| SIGNATURE           | DATE        |
|                |        |
| Andrew  Carlsen     |        | C.O.O.   |   |
| NAME  (PRINTED)     | DESIGNATION |

 
| Service  Level Agreement |   |   |  |
|--------------------------|--------|--------|--|
| Effective  Date:         |   |   |
| **Reference No:**        |   |   |

 

 

12

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**Attachment 1**

**DATA PROTECTION**

 

**1****                 Data ProtectionRegistration**

 

In relation to all PersonalData, Dimension Data shall at all times comply with the DP Regulations, as adata controller if necessary, including maintaining a valid and up to dateregistration or notification under the DPA covering the data processingactivities to be performed in connection with the Services.

 

**2****                 Processing ofPersonal Data**

 

Dimension Data:

 

2.1         shall process PersonalData belonging to the Customer only on the instructions of the Customer(subject to compliance with applicable law);

 

2.2         shall only undertakeprocessing of Personal Data reasonably required in connection with the Servicesand shall not transfer any Personal Data to any country or territory outsidethe European Economic Area;

 

2.3         shall use all reasonableendeavours to procure that all relevant sub-contractors comply with this **clause 2**.For the avoidance of doubt a relevant sub-contractor is one which processesPersonal Data belonging to the Customer.

 

In theevent that Dimension Datacannot comply with this clause for any reason whatsoever, it will inform theCustomer as soon as reasonably practicable, who is then entitled to suspend thetransfer of Personal Data  and/orterminate this Agreement.

 

**3****              Disclosure ofPersonal Data**

 

Dimension Data shall notdisclose Personal Data to any third parties other than:

 

3.1         to employees andsub-contractors to whom such disclosure is reasonably necessary in order forDimension Data to carry out the Services; or

 

3.2         to the extent requiredunder a court order or to comply with a law;

 

provided that any disclosureunder **clause 3.1**shall be made subject to written terms substantially the same as, and no lessstringent than, the terms contained in this **clause 3**and that Dimension Data shall give notice in writing to the Customer of anydisclosure of Personal Data which it or a sub-contractor is required to makeunder **clause 3.2**immediately it is aware of such a requirement.

 

**4****                 TechnicalMeasures to Protect Personal Data**

 

4.1         Dimension Data shallbring into effect and maintain and shall use all reasonable endeavours toensure that all relevant sub-contractors have in effect and maintain allreasonable technical and organisational measures necessary to preventunauthorised or unlawful processing of Personal Data and accidental loss ordestruction of, or damage to, Personal Data including but not limited to takingreasonable steps to ensure the reliability and probity of Staff having accessto the Personal Data.

 

4.2         The Customer may, atreasonable intervals, request a written description of the technical and organisationalmethods employed by Dimension Data and the relevant sub-contractors referred toin **clause 4.1**.  Within seven days of such a request,Dimension Data shall supply written particulars of all such measures as it ismaintaining detailed to a reasonable level such that the Customer can determinewhether or not, in connection with the Personal Data, it is compliant with theDP Regulations. Dimension Data shall use all reasonable endeavours to ensurethat the sub-contractors also comply with such requests.

 

**5****                 Personal DataSupplied to the Customer**

 

Dimension Data shall ensurethat any Personal Data it obtains and provides to the Customer has beenlawfully obtained and complies with the DP Regulations and that the use thereofin accordance with this Agreement shall not breach any of the provisions of theDP Regulations.

 

**6****                 Subject Access**

 

6.1         If under the DPRegulations, the Customer is required to provide information to a data subjectin relation to Personal Data when such data is in the possession or under thecontrol of Dimension Data; and the Customer informs Dimension Data in writingthat this is the case; then Dimension Data shall guarantee reasonable andprompt co-operation to the Customer in meeting its obligations under the DPRegulations including making copies of the relevant Personal Data to the extentthe same are in its possession.

 

13

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6.2         Each party shall providethe other as soon as reasonably practicable, with such information in relationto Personal Data and their processing as the other party may reasonably requestin writing and the party asked to provide the relevant data may reasonably beable to provide in order for the other party to:

 

6.2.1                        complywith its obligations under this clause and the DP Regulations; and

 

6.2.2                        assesswhether the processing of these Personal Data in connection with this Agreementis breaching or may breach the DP Regulations in a manner which is material andnot effectively sanctioned by any guidance statement issued by the applicableSupervisory Authority.

 

**7****                 Data Management**

 

7.1         Dimension Data and theCustomer shall each take reasonable precautions (having regard to the nature oftheir respective obligations under this Agreement) to preserve the integrity ofthe Personal Data and to prevent any corruption or loss thereof.

 

7.2         Dimension Data shallensure that a back-up copy of the Personal Data is made in accordance with thearrangements specified in the applicable **Schedules**andthat such copy is recorded on media from which the Customer Data can be re-loadedin the event of any corruption or loss of the Customer Data.

 

**8****                 Audit**

 

DimensionData agrees:

 

8.1         that it will at the request of the Customer submit its facilities forprocessing Personal Data under this Agreement for audit.  The audit shall be carried out by theCustomer or an inspection body composed of independent members [in possessionof the required professional qualifications, bound by a duty ofconfidentiality, selected by the Customer and, where applicable, in agreementwith the Supervisory Authority.

 

8.2         that it will promptlynotify the Customer with full details of:

 

8.2.1                        anylegally binding request for disclosure of the Personal Data by a lawenforcement body (unless prohibited by law); and

 

8.2.2                        anyaccidental or unauthorised access or disclosure by any identified orunidentified person whatsoever.

 

**9****                 Data ProtectionIndemnity**

 

Dimension Data shall indemnifyand keep indemnified the Customer against all liabilities, costs, losses,judgements, reasonable legal costs, damages, claims and expenses arising fromor incurred by it in respect of any breach of this **Attachment 1**by Dimension Data.

 

**Definitions**

 
| **“DP Regulation”**             |   | the United Kingdom Data Protection Act 1998 and all  subordinate legislation made under it and all primary and subordinate  legislation for the time being re-enacting, consolidating or modifying the  same and/or the equivalent national legislation implementing Directive  95/46/EC on the protection of individuals with regard to the processing of  personal data and on the free movement of such data in any other Member State  of the European Union in which the Customer is established |
|-------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **“data subject”**              |   | a natural person who can be identified, directly or  indirectly, in particular by reference to an identification number or to one  or more factors specified to his physical, physiological, mental, economic,  cultural or social identity                                                                                                                                                                                                                                                           |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **“Personal Data”**             |   | data relating to a data subject and transferred by  the Customer to Dimension Data from time to time both before and after the  Effective Date                                                                                                                                                                                                                                                                                                                                                        |
|                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **“the Supervisory Authority”** |   | the United Kingdom Information Commissioner or any  other relevant data protection authority in the United Kingdom from time to  time appointed or their equivalent in any other Member State in which the  Customer is established                                                                                                                                                                                                                                                                   |

 

14

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**Schedule 1**

 

**Via Networks**

 

**INSITE ServiceSummary**

 

**Version A.01**

 

30th April 2003

 

 

**1.1.1.1.1.1.1.1.1**

**DimensionData Network Services Ltd**

 

Dimension Data House 

Brooklands Close

Sunbury-on-Thames

Middlesex

 

----

 

*******Certain information on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

** **

**Dimension Data primary Contact Details**

 

We welcome any inquiries regardingthis document, its content, structure or scope. Inquiries should be directedto:

 

*****

 

**Confidentiality Statement**

 

This document from DimensionData Network Services Ltd is provided solely for evaluation by Via Networks.

 

This document, or any informationcontained within it, must not be provided or issued to any third party withoutprior written consent of Dimension Data Network Services Ltd. This restrictiondoes not apply to ‘copies’ for the sole use of Via Networks staff related tothis project.

 

Ó Dimension Data

1 February 2003

2

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**Tableof Content**

 
| 1.   | Pricing                                                                    |
|------|----------------------------------------------------------------------------|
| 2.   | Additional Pricing                                                         |
| 3.   | Contract Term & Payment                                                |
| 4.   | Detail of managed elements                                                 |
| 4.1. | Break down of managed elements.                                            |
| 5.   | Dimension Data Network Services Insite Levels —  Functionality Matrix |
| 5.1. | Call process.                                                              |
| 6.   | Centre of operations.                                                      |

 

Ó Dimension Data

1 February 2003

 

3

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*******Certain information on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.*******

** **

**1****                 Pricing**

 

 

The pricing quoted is to managea total of **10319** elements as presented in section 2.1 Break down ofmanaged elements Figure 1.

 
| Summary of  elements: |
|-----------------------|
|                  |
| Level 1               |   | 923 elements |
|                  |   |   |
| Level 2               |   | 166 elements |
|                  |   |   |
| Level 3               |   | 9230  elements |

 

Once off Deployment cost of*********US Dollars** and an annual cost of ***********US Dollars.**

 

Ó Dimension Data

1 February 2003

 

4

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*******Certain information on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

** **

**2.****              Additional Pricing**

 

1.Additional Pricing MovingForward Per Element Per Year.

 
| **Sliding Scale discount structure** |   |
|--------------------------------------|--------|
| **Elements**                         |   | **Cost per Element** |   |
| 10,000 — 12,500                 |   | $ | ***** |   |
| 12,501 — 15,000                 |   | $ | ***** |   |
| 15,001 — 17,500                 |   | $ | ***** |   |
| 17,501 — 20,000                 |   | $ | ***** |   |
| 20,001 +                             |   | $ | ***** |   |

 

The Deployment charge foradditional Moves Adds & Changes (Relocation) *****.

 
| **Sliding Scale discount structure** |   |
|--------------------------------------|--------|
| **Agent**                            |   | **$ ***** per Base Agent** |   |
| **Agents**                           |   | **Cost per AIM Agent** |   |
| 1 — 4                           |   | $ | ***** |   |
| 5 — 9                           |   | $ | ***** |   |
| 10 — 24                         |   | $ | ***** |   |
| 25 — 49                         |   | $ | ***** |   |
| 50 — 74                         |   | $ | ***** |   |
| 75 — 99                         |   | $ | ***** |   |
| 100 +                                |   | $ | ***** |   |

 

Ó Dimension Data

1 February 2003

 

5

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*******Certain information on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

** **

**3.****              Contract Term & Payment**

 

The contract term for thisagreement will be for an initial period of 12 months starting from Point ofsignature to the Master Services Agreement. Dimension Data will require aPurchase Order from Via Networks for the initial term.

 

Payment terms for thisagreement shall be $***** deployment to be invoiced on contractsignature. Thereafter for the following months until the whole network isdeployed Dimension Data will invoice Via NET.WORKS at the end of the month for *****.

 

Once the whole network isdeployed. Dimension Data will issue an invoice quarterly in advance throughoutthe contract term.

 

Dimension Data will invoice VIANET.WORKS thirty days prior to service commencement. for the subsequent period.For example the first invoice would be raised 1st April 2003 withservice commencing 1st May 2003 & the second invoice raised 1stJune 2003  for service commencement 1stJuly 2003.

 

Ó Dimension Data

1 February 2003

 

6

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**4.****              Detail of managed elements**

 

**4.1****       Break down of managed elements.**

 
| **MANAGED  OBJECTS**         |   | **LEVEL-  1** |       | **LEVEL-  2** |       | **LEVEL-  3** |       | **TOTAL**  |       | **24-  HOUR** |       |
|------------------------------|--------|---------------|------------|---------------|------------|---------------|------------|------------|------------|---------------|------------|
| **Routers**                  |   | 0             |       | 0             |       | 1,959         | ** ** | **1,959**  |       | 1,959         |       |
| **Bridges,  Brouters**       |   | 0             |       | 0             |       | N/A           | ** ** | **0**      |       | 0             |       |
| **Switch  / Chassis**        |   | 0             |       | 166           |       | N/A           | ** ** | **166**    |       | 166           |       |
| **Switch  Ports**            |   | 0             |       | 0             |       | 3,000         | ** ** | **3,000**  |       | 3,000         |       |
| **Switch  Router Blades**    |   | 0             |       | 0             |       | N/A           | ** ** | **0**      |       | 0             |       |
| **WAN  Links**               |   | 0             |       | 0             |       | 3,971         | ** ** | **3,971**  |       | 3,971         |       |
| **PVC’s  (DLCI Pairs)** |   | 0             |       | 0             |       | 0             | ** ** | **0**      |       | 0             |       |
| **Server  H/W Platforms**    |   | 0             |       | 0             |       | 300           | ** ** | **300**    |       | 300           |       |
| **Server  Applications**     |   | N/A           |       | N/A           |       | N/A           | ** ** | **0**      |       | 0             |       |
| **Hubs**                     |   | 0             |       | 0             |       | N/A           | ** ** | **0**      |       | 0             |       |
| **Generic  SNMP devices**    |   | 923           |       | N/A           |       | N/A           | ** ** | **923**    |       | 923           |       |
| **Call  Managers**           |   | 0             |       | 0             |       | 0             | ** ** | **0**      |       | 0             |       |
| **IP  Phones**               |   | 0             |       | 0             |       | 0             | ** ** | **0**      |       | 0             |       |
| **TOTAL  OBJECTS**           |   | **923**       | ** ** | **166**       | ** ** | **9,230**     | ** ** | **10,319** | ** ** | **10,319**    | ** ** |

 

**Figure 1 – Matrix of managed elements requiredby Via Networks.**

 

Dimension Datashall provide the Insite managed service to VIA NET.WORKS in accordance withthis Schedule. Insite, DimensionData’s online, real-time monitoring and managed service consists of Level1,Level2 and Level3 services. The above matrix details the level of servicerequired by VIA NET.WORKS. Dimension Data will monitor the VIA NET.WORKSnetwork 24hr x 7dys x 365dys a year and report any faults to VIA NET.WORKS inaccordance with the level of service that VIA has purchased for each managedelement. Further definition of the various levels of service within Insite canbe found in Appendices A, B & C, attached hereto.

 

**Elementscoved by Insite Level3:**

 

Routers                                                      1959

 

Switch Ports                             3000

 

Wan Links                                      3971

 

Server H/W                                 300

 

**Elementscoved by Insite Level2:**

 

Switch/Chassis              166

 

**Elementscoved by Insite Level1:**

 

Generic SNMP devices                      923

 

Ó Dimension Data

1 February 2003

 

7

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*******Certain information on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

** **

**5.****              Dimension Data Network Services InsiteLevels – Functionality Matrix**

 
| **1**  |   | **Insite Deployment**                       |   | **Cisco** |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
|--------|--------|---------------------------------------------|--------|-----------|--------|-------------|--------|-------------|--------|-------------|
| 1.1    |   | Basic Deployment                            |   |      |   | b           |   | b           |   | b           |
| 1.2    |   | Physical Site Deployment                    |   |      |   |        |   |        |   | b           |
| 1.3    |   | Implementation of Authentication Service    |   |      |   |        |   |        |   | b           |
| 1.4    |   | 6 Week Baseline Review                      |   |      |   |        |   | b           |   | b           |
| 1.5    |   | Configuration Baseline                      |   | *         |   |        |   |        |   | b           |
|   |   |                                        |   |      |   |        |   |        |   |        |
| **2**  |   | **Fault Management**                        |   |      |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
| 2.1    |   | Reactive Device/Agent/Port Monitoring       |   |      |   | b           |   | b           |   | b           |
| 2.2    |   | Carrier Management Service (WAN only)       |   |      |   | b           |   | b           |   | b           |
| 2.3    |   | Call Management Centre                      |   |      |   | b           |   | b           |   | b           |
| 2.4    |   | Incident Management                         |   |      |   | b           |   | b           |   | b           |
| 2.5    |   | Escalations Management                      |   |      |   | b           |   | b           |   | b           |
| 2.6    |   | Multi-dimensional Notification Management   |   |      |   | b           |   | b           |   | b           |
| 2.7    |   | Priority Call Management                    |   |      |   | b           |   | b           |   | b           |
| 2.8    |   | ISDN Link Management (WAN only)             |   | *         |   |        |   |        |   | b           |
| 2.9    |   | Out of Band Management                      |   |      |   |        |   |        |   | Optional    |
|   |   |                                        |   |      |   |        |   |        |   |        |
| **3**  |   | **Service Level Performance Parameters**    |   |      |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
| 3.1    |   | Initial Notification (N1 from Time 0)       |   |      |   | ***** mins  |   | ***** mins  |   | ***** mins  |
| 3.2    |   | Investigation Notification (N2 from Time 0) |   |      |   | ***** mins  |   | ***** mins  |   | ***** mins  |
| 3.3    |   | Update Intervals (N3 — Can be parked)  |   |      |   | ***** mins  |   | ***** mins  |   | ***** mins  |
| 3.4    |   | Restoration Notification (N4)               |   |      |   | ***** mins  |   | ***** mins  |   | ***** mins  |
|   |   |                                        |   |      |   |        |   |        |   |        |
| **4**  |   | **Configuration Management**                |   |      |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
| 4.1    |   | GSOA Configuration Management               |   |      |   | b           |   | b           |   | b           |

 

Ó Dimension Data

1 February 2003

 

8

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| 4.2    |   | Basic Device Configuration Management (WAN only)   |   | *      |   | b           |   | b           |   | b           |
|--------|--------|----------------------------------------------------|--------|--------|--------|-------------|--------|-------------|--------|-------------|
| 4.3    |   | Enhanced Configuration Management (WAN only)       |   | *      |   |        |   | b           |   | b           |
| 4.4    |   | Ad hoc Reconfiguration Service (WAN only)          |   | *      |   |        |   |        |   | b           |
| 4.5    |   | Managed Device Database                            |   |   |   | b           |   | b           |   | b           |
| 4.6    |   | Customer Updated Diagrams                          |   |   |   | b           |   | b           |   |        |
| 4.7    |   | Online Network Diagrams                            |   | *      |   |        |   |        |   | b           |
| 4.8    |   | TCP/IP Address Management                          |   |   |   |        |   |        |   | Optional    |
|   |   |                                               |   |   |   |        |   |        |   |        |
| **5**  |   | **Change Management**                              |   |   |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
| 5.1    |   | Network Change Management                          |   |   |   |        |   | b           |   | b           |
| 5.2    |   | Q&A and Impact Analysis                        |   |   |   |        |   |        |   | b           |
|   |   |                                               |   |   |   |        |   |        |   |        |
| **6**  |   | **Security Management**                            |   |   |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
| 6.1    |   | Secure Network Connection                          |   |   |   | b           |   | b           |   | b           |
| 6.2    |   | Basic Access Control (WAN & CAMPUS only)       |   |   |   |        |   | b           |   | b           |
| 6.3    |   | Device Security Management (WAN & CAMPUS only) |   | *      |   |        |   |        |   | b           |
| 6.4    |   | Access Audit Trails (WAN & CAMPUS only)        |   | *      |   |        |   |        |   | b           |
|   |   |                                               |   |   |   |        |   |        |   |        |
| **7**  |   | **Insite Service Portal Functionality**            |   |   |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
| 7.1    |   | Live Events Screens                                |   |   |   | b           |   | b           |   | b           |
| 7.2    |   | Service Call Review                                |   |   |   | b           |   | b           |   | b           |
| 7.4    |   | Service Request Logging                            |   |   |   | b           |   | b           |   | b           |
| 7.5    |   | Managed Device Information                         |   |   |   | b           |   | b           |   | b           |
| 7.6    |   | Historical Events Reporter                         |   |   |   | b           |   | b           |   | b           |
|   |   |                                               |   |   |   |        |   |        |   |        |
| **8**  |   | **Performance Management**                         |   |   |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
| 8.1    |   | Live Device Metric Graphs                          |   |   |   | b           |   | b           |   | b           |
| 8.2    |   | Service Health Reports:                            |   |   |   |        |   |        |   |        |
|   |   | Monthly                                            |   |   |   |        |   | b           |   | b           |
|   |   | Weekly                                             |   |   |   |        |   | b           |   | b           |
|   |   | Daily                                              |   |   |   |        |   |        |   | b           |
| 8.3    |   | Service Level Reports                              |   |   |   |        |   | b           |   | b           |

 

Ó Dimension Data

1 February 2003

 

9

----

 
| 8.4    |   | At-a-Glance Reports |                                          |   |   |   |        |   |        | b      |
|--------|--------|---------------------|-----------------------------------------------|--------|--------|--------|-------------|--------|-------------|--------|
|   |   |                |                                          |   |   |   |        |   |        |   |
|   | **9**  |                | **Threshold Management**                      |   |   |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
|   | 9.1    |                | Threshold Event Reporting                     |   |   |   | b           |   | b           |   | b |
|   | 9.2    |                | Threshold Monitoring                          |   |   |   |        |   | b           |   | b |
|   | 9.3    |                | Critical Threshold Notification               |   |   |   |        |   | b           |   | b |
|   | 9.4    |                | Major Threshold Notification                  |   |   |   |        |   |        |   | b |
|   | 9.5    |                | Configurable Thresholds                       |   |   |   |        |   | b           |   | b |
|   |   |                |                                          |   |   |   |        |   |        |   |   |
|   | **10** |                | **Proactive Engineering**                     |   |   |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
|   | 10.1   |                | Weekly Events Analysis                        |   |   |   |        |   |        |   | b |
|   | 10.2   |                | Analysis of “Situations to watch”   |   |   |   |        |   |        |   | b |
|   | 10.3   |                | Fortnightly Configuration Analysis (WAN only) |   | *      |   |        |   |        |   | b |
|   |   |                |                                          |   |   |   |        |   |        |   |   |
|   | **11** |                | **Service Delivery Management**               |   |   |   | **LEVEL-1** |   | **LEVEL-2** |   | **LEVEL-3** |
|   | 11.1   |                | Service Delivery Management                   |   |   |   |        |   |        |   |   |
|   | 11.2   |                | Quarterly Meetings                            |   |   |   | b           |   |        |   |   |
|   | 11.3   |                | Monthly Meetings                              |   |   |   |        |   | b           |   | b |
|        |        |                     |                                               |        |        |        |             |        |             |        |  |  |  |  |  |  |  |  |

 

----

* – This functionality isavailable for Cisco networking equipment, Fore Systems and SNMP based switches.

 

**5.1.****    Callprocess.**

 

Dimension Data’s callmanagement centre will only accept calls from VIA NET.WORKS and their carriers.Please refer to the Insite service level definition document. Dimension Datawill not accept any calls directly from any VIA NET.WORKS customers.

 

Ó Dimension Data

1 February 2003

 

10

----

 

**6.****              Centre of operations.**

 

DimensionData will deliver the Insite service to VIA NET.WORKS through the Sunburyoperations centre. This proposal allows for connectivity between Dimension Dataand VIA NET.WORKS by means of 2 x 1Meg links this will ensure redundancy in theevent of a link failure.  The primarylink will be between Dimension Data House, Brooklands Close, Sunbury-on-Thames,Middlesex, TW16 7DX and Telehouse, Docklands, Coriander Avenue, London, E142AA.

 

A secondarylink between Dimension Data and VIA NET.WORKS will be procured to TeleHouse.

 

***Further links from Dimension Data are available to ViaNetwork sites or countries at additional cost above the submitted cost.***

 

Ó Dimension Data

1 February 2003

 

11

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**•****                  Attachment 1a**

 

**Service Parameters for Service Credits**

 

Ó Dimension Data

1 February 2003

 

12

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**Attachment 2 Suggested Service parameters**

 

•                  NotificationTimeframes – based upon timeframes stated in each Service Level Descriptionwith a service level attached thereto, e.g., 99.9% of the time.

 

•                  Resolution of Call Updates  –based upon timeframes stated in eachService Level Description with a service level attached thereto, e.g., 99.9% ofthe time.

 

•                  Timely Reporting  –based upon timeframes stated in each Service Level Descriptionwith a service level attached thereto, e.g., 99.9% of the time.

 

•                  Service Uptime - based upon timeframesstated in each Service Level Description with a service level attached thereto,e.g., 99.9% of the time. The Service is to be performed 7x24hr x 365dys. If theService Level should fall below this level the parties shall immediately reviewthe cause and agree to a mutually agreed timeframe to resolve any fault priorto Customer seeking any termination of the Agreement (subject always to clause14.5 of the Master Services Agreement).

 

•                  Change Management – Dimension Data canrespond to a change request within 4 hours of the customer requesting thechange, but will require a period of 36 hours to update all internal systems toenable service reporting. Should there be an issue with regards to the timingof requests being actioned there will be a clearly defined escalation path forthe client to seek immediate remedy to any such issues through a ServiceDelivery Manager this will be outlined through the deployment phase.

 

•                  Reports – All reports required under theAgreement shall be available within 4 hours after the delivery date of thescheduled reports, although they will not include any changes that have beenacknowledged by Dimension Data within the previous 36 hours as all internalsystems may not have been modified of the change. Should there be an issue withregards to the timing of requests being actioned there will be a clearlydefined escalation path for the client to seek immediate remedy to any suchissues through a Service Delivery Manager this will be outlined through thedeployment phase.

 

•                  7x24x365 Service – The Service is to beperformed 7x24hr x 365dys. If the Service Level should fall below this levelthe parties shall immediately review the cause and agree to a mutually agreedtimeframe to resolve any fault prior to Customer seeking any termination of theAgreement (subject always to clause 14.5 of the Master Services Agreement).

 

Ó Dimension Data

1 February 2003

 

13

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| Operational  Service |   |   |  |
|----------------------|--------|--------|--|

 

 

**Attachment3 Escalation Process and Service Review**

 

**Preparation**

 
| **Action**   |   | **Name**     |   | **Date** |
|--------------|--------|--------------|--------|----------|
| Prepared by: |   | Libby Harris |   | 03.12.02 |

 

**Release**

 
| **Version** |   | **Date  Released** |   | **Change  Notice** |   | **Pages  Affected** |   | **Remarks** |
|-------------|--------|--------------------|--------|--------------------|--------|---------------------|--------|-------------|
| 1.0         |   | 03.12.02           |   | Released           |   | All                 |   | 1st Draft   |

 
| www.didata.com | Confidential Page #1 |
|----------------|----------------------|

----

 
| Operational  Service |   |   |  |
|----------------------|--------|--------|--|

** **

**1.****             ****Overview**

 

Dimension Data operate in accordance with strict escalation processto ensure that all customers are delivered a high level of service.  This document is designed to show thisprocess and provide all details needed to access both the Operations Centre andthe Escalation Process.

 

**2.****             ****TechnicalOperational Support Escalation Procedure**

 

Dimension Data provides access to The Network Support Centre fortechnical support 24 hours a day; 7 day’s a week.

 

Access is gain through the following methods.

 

•                  Phone - +44 (0)1932 815555

•                  E-mail -support@uk.didata.com

•                  Portal –https://services.eu.didata.com

 

Dimension Data Communication Centre will log the call on their calltracking system, issue the customer with a unique call log number.

 

The customer will be asked to provide the following information.

 

Serial number of unit

Full fault description

Site at which defective unit is situated – Post code

Name and telephone number of person making call

Name and telephone number of person to contact on site, if different

 

The information will be verified against the Database for validationduring the call.

The priority of the call will be negotiated, between The Customer andThe Communication Centre at this stage, to ensure that the customer receivesthe relevant service and escalation.

 
| www.didata.com | Confidential Page #2 |
|----------------|----------------------|

----

 

 
| Operational  Service |   |   |  |
|----------------------|--------|--------|--|

** **

*******Certain information on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

** **

**Fault Priority:**

 

**Priority1:**              Productionnetwork is down, causing critical impact to business operations if service isnot restored quickly.  No work around isavailable. DDNS, the manufacturer and the customer are willing to commitsubstantial resources around the clock to resolve the situation.

 

**Priority2:**              Productionnetwork is severely degraded, impacting significant aspects of businessoperations.  No work around isavailable.  DDNS, the manufacturer andthe customer are willing to commit full time resources during business hours toresolve the situation.

 

**Priority3:**              Networkperformance is degraded.  Networkfunctionality is noticeably impaired, but most business operations continue.

 

**Priority4:**              Customerrequires information or assistance on product capabilities, installation orconfiguration.

 

Once a priority is assigned toa call it will be escalated in accordance with the Company escalation procedurelisted below: -

 

 
| **Elapsed  Time** |   | **Priority 1** |   | **Priority 2** |   | **Priority 3** |   | **Priority 4** |
|-------------------|--------|----------------|--------|----------------|--------|----------------|--------|----------------|
| **1 hour**        |   | *****          |   |           |   |           |   |           |
| **2 hours**       |   | *****          |   | *****          |   |           |   |           |
| **4 hours**       |   | *****          |   | *****          |   | *****          |   |           |
| **8 hours**       |   |           |   | *****          |   |           |   |           |
| **12 hours**      |   | *****          |   |           |   |           |   |           |
| **24 hours**      |   |           |   |           |   | *****          |   |           |
| **48 hours**      |   | *****          |   |           |   |           |   | *****          |
| **72 hours**      |   |           |   |           |   |           |   |           |
| **96 hours**      |   |           |   | *****          |   |           |   |           |

 
| www.didata.com | Confidential Page #3 |
|----------------|----------------------|

----

 

 
| Operational  Service |   |   |  |
|----------------------|--------|--------|--|

** **

**Escalations**

 

Dimension Data operate a 24hour Duty Manager roster for escalation to Managed Services SeniorManagement.  This escalation isavailable to all customers at all times. The escalation is done through the Communication Centre on the mailNetwork Support phone number.

 

The Duty Manager will lias withthe client senior management to keep the in touch with all aspects of the faultand it’s progress.

 

This escalation does notreplace any other policies that are in place for individual customers.

 

**3.****              Useful Contacts**

 

To log a support call, or gettechnical assistance please contact our Network Support Centre.

 
| Network  Support Centre |   | +44 (0) 1932  815555 |
|-------------------------|--------|----------------------|
|                    | Email  |                 | support@uk.didata.com |
|                    | Portal |                 | https://services.eu.didata.com |

 

For issue’s relating to theSupport Contract, we have a team of administrators available to help you.

 
| Deployments |   | +44 (0) 1932  814800 |
|-------------|--------|----------------------|
|        | Fax    |                 | +44 (0) 1932  814808 |
|        | Email  |                 | deployment-alert@uk.didata.com |

 

To contact sales in your localareas or any other general query listed below are the four offices of DimensionData Network Services Limited and details of how to contact them.

 
| Head Office  in Sunbury |   | +44 (0) 1932  814800 |
|-------------------------|--------|----------------------|
|                    | Fax    |                 | +44 (0) 1932  814808 |
|                    |   |                 |
| London  Office          |   | +44 (0) 207 651 7000 |
|                    | Fax:   |                 | +44 (0) 207 651 7001 |
|                    |   |                 |
| Scottish  Office        |   | +44 (0) 1698 464080  |
|                    | Fax:   |                 | +44 (0) 1698 464081 |
|                    |   |                 |
| Warrington  Office      |   | +44 (0) 1925 602942  |
|                    | Fax:   |                 | +44 (0) 1925 267464 |

 

For any general informationplease e-mail us at info@uk.didata.com.

 

 
| www.didata.com | Confidential Page #4 |
|----------------|----------------------|

 

 

----

 

**Insite**

 

 

**Service LevelDescription**

 

**Schedule A**

 

**Level 1**

 

1

----

 

TABLE OF CONTENTS

 
| 1      |   | INSITE LEVELS - FUNCTIONALITY MATRIX                |
|--------|--------|-----------------------------------------------------|
| 2      |   | FAULT MANAGEMENT                                    |
|   | 2.1    | Reactive  Device/Agent/Port Monitoring              |
|   | 2.2    | Carrier  Management Service                         |
|   | 2.3    | Call  Management Centre (CMC)                       |
|   | 2.4    | Incident  Management                                |
|   | 2.5    | Escalations Management                              |
|   | 2.6    | Notification  Management                            |
|   | 2.7    | Priority call management                            |
| 3      |   | SERVICE  LEVEL PERFORMANCE PARAMETERS               |
| 4      |   | INSITE  DEPLOYMENT                                  |
|   | 4.1    | Basic  Deployment                                   |
| 5      |   | CONFIGURATION  MANAGEMENT                           |
|   | 5.1    | GSOA  Configuration Management                      |
|   | 5.2    | Basic  managed device configuration file management |
|   | 5.3    | Managed  device database                            |
|   | 5.4    | Customer  Updated Diagrams                          |
| 6      |   | SECURITY  MANAGEMENT                                |
|   | 6.1    | Secure  Network Connection                          |
| 7      |   | INSITE  SERVICE PORTAL FUNCTIONALITY                |
| 8      |   | PERFORMANCE  MANAGEMENT                             |
| 9      |   | EXCLUSIONS                                          |
|        |        |                                                     |  |

 

2

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******* Certaininformation on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

** **

**1.****              INSITELEVEL 1 - FUNCTIONALITY MATRIX**

 

The following FunctionalityMatrix represents the deliverables of the Insite service. Each of these pointsare defined in the content of this document.

 
| **Fault Management**                     |   |      |
|------------------------------------------|--------|-----------|
| Reactive  Device/Agent/Port Monitoring   |   | ü    |
| Carrier  Management Service (WAN only)   |   | ü    |
| Call  Management Centre                  |   | ü    |
| Incident  Management                     |   | ü    |
| Escalations  Management                  |   | ü    |
| Notification  Management                 |   | ü    |
| Priority  Call Management                |   | ü    |
|                                     |   |      |
| **Service Level Performance Parameters** |   |      |
| Initial  Notification                    |   | ***** min |
| Investigation  Notification              |   | ***** min |
| Update  Intervals                        |   | ***** min |
| Restoration  Notification                |   | ***** min |
|                                     |   |      |
| **Insite Deployment**                    |   |      |
| Basic  Deployment                        |   | ü    |
|                                     |   |      |
| **Configuration Management**             |   |      |
| GSOA  Configuration Management           |   | ü    |
| Basic Device  Configuration Management   |   | ü    |
| Managed  Device Database*                |   | ü    |
| Customer  Updated Diagrams               |   | ü    |
|                                     |   |      |
| **Security Management**                  |   |      |
| Secure  Network Connection               |   | ü    |
|                                     |   |      |
| **Insite Service Portal Functionality**  |   |      |
| Live Events  Screens                     |   | ü    |
| Service Call  Review                     |   | ü    |
| Network  Diagram*                        |   | ü    |
| Service Request Logging                  |   | ü    |
| Managed  Device information*             |   | ü    |
| Historical  Events reporter              |   | ü    |
|                                     |   |      |
| **Performance Management**               |   |      |
| Live Device  Metric Graphs               |   | ü    |
|                                     |   |      |
| **Threshold Management**                 |   |      |
| Threshold  Event Reporting               |   | ü    |
|                                     |   |      |
| **Service Delivery Management**          |   |      |
| Service  Delivery Management             |   | Optional  |

 

----

**Notes**

* — **This****functionality is available for Cisco networking equipment, Fore Systemsand SNMP based switches**.

 

3

----

 

**2.****              FAULTMANAGEMENT**

 

**2.1****       REACTIVEDEVICE/AGENT/PORT MONITORING**

 

The primary mechanismdelivering Fault Management within Insite is through sending of polls andreceiving traps from devices and elements being monitored within the Customerenvironment.

 

The configuration of the SNMPTrap server on the devices will be configure on a case by case basis with thecustomer.

 

Events detected within themonitored environment are responded to according to the level of serviceapplied to the device, and according to the severity of the event detected.

 

**2.2****       CARRIERMANAGEMENT SERVICE**

 

When Insite Engineers identifya Wide Area Network failure or fault, they will initiate a sequence of eventswith the appropriate Carrier and begin managing the event in accordance withthe Insite Service Level in place. A call will be logged with the relevantCarrier, and Insite Engineers will cooperate with the Carrier engineering staffto assist in the determination of the fault.

 

Faults will be escalated withinthe appropriate Carrier once their committed or indicated response times havebeen exceeded, and the Insite Engineers will facilitate through all faults toresolution state.

 

**2.3****       CALLMANAGEMENT CENTRE (CMC)**

 

The Operations Centre providesfor a Call Management Centre facility that will log, update and facilitate toclosure all calls detected and diagnosed by Insite services and personnel. Thisincludes escalation services in accordance with the Insite level of serviceapplied to each event being handled, and regular Customer contact to ensure informationupdates are provided throughout the lifecycle of the event.

 

All notifications, updates andescalation time periods are governed by the Insite Notification Parameters(discussed later).

 

**2.4****       INCIDENTMANAGEMENT**

 

The Operations Centre willprovide for an Incident Management process to seamlessly facilitate a fault orcall from initial identification, notification, logging, diagnosing,transferring ownership, updating and closure acceptance to achieve finalresolution.

 

Since many different parties,systems and processes might be involved in the ultimate resolution of anincident, an Incident Management process is available to facilitate and ensurethe smooth flow and transfer of a call between the various parties within therequired time frames and under the appropriate circumstances.

 

These processes differ from thechange management process which has been presented to Via Networks and has beenaccepted by Via Networks.

 

4

----

 

**2.5****       ESCALATIONSMANAGEMENT**

 

This encompasses specificprocesses which ensure escalation from one resolution process to the nexthigher level resolution process is maintained, escalation into Dimension Data,Carrier or 3rd Party operations or service management isfacilitated, and escalation to the designated central point of contact for theCustomer is provided.

 

The Call Management Centreensures that escalations occur within agreed SLA timeframes and ensures thatappropriate notification is made to responsible parties if they are about to oralready have exceeded their SLA parameters.

 

**2.6****       NOTIFICATIONMANAGEMENT**

 

Insite services provide for amulti-dimensional set of notification rules, methods and configurations, whichensure that relevant persons are kept updated and notified as to problem statusand severity as the fault is processed from identification to resolution.

 

The notification by email, fax,phone calls will be configures according to Via Networks instructions.

 

**2.7****       PRIORITYCALL MANAGEMENT**

 

The Insite systems can calculatea priority to be allocated to a managed device or element based upon thefollowing:

 

Severity of the event (faulttype = Critical, Major, High and Low)

 
| Red    |   | Critical (H) | Device unreachable |                                   | Dealt with by bridge team. |                       |
|--------|--------|--------------|--------------------|----------------------------------------|----------------------------|----------------------------|
| Orange |   | Major        | (M)                | Interface down                         |                       | Dealt with by bridge team. |   |
| Yellow |   | Minor        | (L)                | Performance/Threshold event            |                       | Dealt with by bridge team. |   |
| Purple |   | Unknown      |               | e.g. polling failure, device  too busy |                       |                       |   |
| Green  |   | Cleared      |               | Previous faulty item  operational      |                       |                       |   |

 

This priority determined fromthe above is defined as High, Medium or Low and is used for the following:

 

•                  Call handlingprioritisation in the Operations Centre

•                  Configuringselective call notification for the Customer

 

For example, high prioritycalls for a Customer will be handled first in the Operations Centre, thenMedium priority and then Low priority calls. This ensures that an accesscircuit or router failing is not worked on before a core router fails.

 

5

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******* Certaininformation on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

** **

**3.****              SERVICE LEVEL PERFORMANCE PARAMETERS**

 

Each business-impacting eventhas associated with it a set of performance level parameters. These parametersallow for real-time and automatic escalation, notification and Insite SLAmeasurement and reporting. They allow for unprecedented Service Level Deliveryand measurement.

 

These parameters are used forthe following purposes:

 

•                  Manage calls andresources on the Operations Centre

•                  Measure ServiceLevels to the Customer

 

•                  INITIALNOTIFICATION

Initial notification of faultwill be sent through within ***** minutes of fault occurring.

 

•                  INVESTIGATIONNOTIFICATION

Fault confirmed & possiblydiagnosed. Notification will include Service Request number. Will be sentwithin ***** minutes of fault occurring.

 

 

•                  UPDATE INTERVALS

Regular updatewill be provided to the customer on the progression of the call. The defaltperiod is  at ***** minutes but can bechanged to match the customer requirement & the update will be provided inthat period.

 

•                  RESTORATIONPERIOD

Notificationto the client that the call has been placed in the resolve stage within *****minutes.

 

 

**4****                 INSITE DEPLOYMENT**

 

**4.1****       BASICDEPLOYMENT**

 

The Insite Basic Deploymentconsists of all the steps required to activate the managed devices onto theInsite Network Management Systems. It does not include site visits but consistsof

 

•                  Logicaldeployment

•                  Activation

•                  Portal Training

 

***LogicalDeployment*** is achieved by working with theCustomer to provide all the correct site information and all those tasksrequired to accomplish the following main goals:

 

•                  ProceduralDesign

•                  Network InformationCollection (Addresses, contacts etc.)

•                  Managed DevicePreparation

•                  Set-up andModelling of GSOA

 

6

----

 

***Activation****:*  Notification/Escalation and Fault managementdoes not occur until a detailed Operations handover is performed.  This is to ensure that all requireddocumentation and procedures are in place and that the GSOA is successfullydetecting and reporting events.

 

***PortalTraining****:*The Insite Service Provider willschedule Service Portal Training sessions with the Customer. The trainingsession covers:

•                  Portalnavigation

•                  Changemanagement procedures

•                  Interpretationof live statistics

 

The service includes asdefault, costs for training one person. Additional persons can be included asan extra cost item option. Travel costs incurred to conduct the training at theCustomer site are the responsibility of the Customer.

 

7

----

 

**5****                 CONFIGURATION MANAGEMENT**

 

**5.1****       GSOACONFIGURATION MANAGEMENT**

 

This encompasses full andcomprehensive configuration management of all Network Management systems,Databases and Operating Systems used in the GSOA that relate to the delivery ofthe Insite service.

 

**5.2****       BASICMANAGED DEVICE CONFIGURATION FILE MANAGEMENT**

 

The Insite systems will keepbackup copies of all managed device configuration files, where possible. Thisfeature is device and manufacturer dependent and thus is limited to supportedplatforms and vendors.

 

The Insite systems willautomatically detect saved edits to the managed device’s configuration filesand save the old configuration and the new configuration. All archivedconfiguration files are available for the Customer to view on the serviceportal.

 

Archived configuration fileswill be kept for the duration of the contract. Should the contract beterminated, the customer will receive all kept configuration files andconfiguration file history. If during the contracted term stored data is lostor damaged by Dimension Data, it will be the responsibility of Dimension Datato restore such data at Dimension Data’s cost.

 

Insite services perform weeklydownloads of the devices’ configuration files and compares them against thosein its database. Any discrepancies will raise a Configuration Event. The eventsare used to check that the changes do not affect the Insite Reporting Systems.

 

Configuration captures arescheduled on a weekly basis. Upon a change control raised will an automaticconfiguration capture be triggered to ensure the new configuration is stored onDimension Data’s systems.

 

If any faults develop due tochanges made by Customer staff to the device configurations then the Customerwill be billed on a time and materials basis for all time spent resolving suchfaults. Dimension Data cannot accept responsibility for any downtime or loss offunctionality caused through changes made by the Customer.

 

**5.3****       MANAGEDDEVICE DATABASE**

 

If Change and Access managementservices are being performed by the Insite service, Dimension Data will providefor keeping an updated record of all device information where it is availableto be retrieved from the devices being managed.

 

Managed device informationwould include but is not limited to items such as:

 

•                  Device Name

•                  SoftwareVersions

•                  FirmwareVersions

•                  Memory

 

8

----

 

The information is available byclicking on the device name in the service portal. The amount of informationavailable on a device is device and vendor specific.

 

**5.4****       CUSTOMERUPDATED DIAGRAMS**

 

Customers are responsible forproviding Dimension Data with network diagrams should they wish to have themmade available on the Insite Service Portal. The diagrams will be posted on theService Portal within 24 hours of being received.

 

**6****                 SECURITY MANAGEMENT**

 

**6.1****       SECURENETWORK CONNECTION**

 

Every Insite Customer has adedicated secure Service Portal connecting the Operations Centre to theirnetwork. The Insite Service architecture includes a Firewall instance to managesecurity between the Operations Centre and the Customer network. This securesthe Customer from other Insite Customers, the Customer from the Dimension DataOperations Centre, and the Operations Centre from attempted outside breachesinto the Customer network

 

**7****                 INSITE SERVICE PORTAL FUNCTIONALITY**

 

Each Insite Customer receivestheir own dedicated hardware and software for the purposes of an Insite ServicePortal that provides the following functionality:

 

•                  Dedicated SNMPPoller Architecture into the Customer through a dedicated WAN Link.

•                  Firewall servicesbetween Dimension Data and the Customer network

•                  Web Server tooffer real time, live Customer interaction to the following sub systems:

•                  Service Systemfor viewing Call history and logging service requests

•                  Service NetworkHealth Reports for Performance Trend Reporting

•                  Live EventsLists for a view on ALL network wide events

•                  Live SNMP Graphs

•                  Event Trendingreport tool

•                  Live DeviceThreshold Events

•                  Deviceinformation (H/W, S/W, neighbours, contacts etc)

•                  Auto-deploymentfeatures

 

**8****                 PERFORMANCE MANAGEMENT**

 

Specific reports are presentedon the Customer Insite Service Portal. The following report on Performance Management is provided:

 

•                  Live DeviceMetrics Graphs

 

Customers can view this datadirectly off their Insite Service Portal.

 

9

----

 

**9****                                         EXCLUSIONS**

 

In addition to the Exclusionsset forth in Clause 18 of the Agreement, Insite Services provided to theCustomer do not include default financial penalty or cost, services, repairs orreplacements necessitated by or related to:

 

Services to be provided in terms of this Agreement do not include theprovision of services, nor repairs or replacements necessitated by or relatedto:

 

damagecaused by accident, fire, water, lightning, power surges or other act of Godbeyond Dimension Data’s reasonable control

 

damagecaused by riots, civil disorder, acts of violence, sabotage or similar acts ofparties not within the control of Dimension Data;

 

damagecaused by abnormal operating conditions such as high or low temperatures orhumidity or dust levels which are beyond the published environmentalspecifications of the Product Manufacturer as provided by Dimension Data;

 

thenegligent use, abuse or misuse of Products by Customer or any third partyappointed by the Customer;

 

damageduring any transportation of Products not carried out by Dimension Data;

 

electricalwork, not performed by Dimension Data or its subcontractor;

 

causesexternal to the Equipment such as failure or fluctuation of electrical power;

 

ObsoleteProducts; or

 

therestoration of lost data from any Products, or equipment connected to Products.

 

10

----

 

**Insite**

 

 

**Service LevelDescription**

 

**Schedule A**

 

**Level 2**

 

1

----

 

TABLE OF CONTENTS

 
| 1      |   | INSITE  LEVEL 2 - FUNCTIONALITY MATRIX             |
|--------|--------|----------------------------------------------------|
| 2      |   | FAULT  MANAGEMENT                                  |
|   | 2.1    | Reactive Device/Agent/Port Monitoring              |
|   | 2.2    | Carrier Management Service                         |
|   | 2.3    | Call Management Centre (CMC)                       |
|   | 2.4    | Incident Management                                |
|   | 2.5    | Escalations Management                             |
|   | 2.6    | Notification Management                            |
|   | 2.7    | Priority call management                           |
| 3      |   | SERVICE LEVEL PERFORMANCE PARAMETERS               |
| 4      |   | INSITE  DEPLOYMENT                                 |
|   | 4.1    | Basic  Deployment                                  |
|   | 4.2    | Enhanced  Deployment                               |
|   |   | 4.2.1                                              | Network Health Training |
|   |   | 4.2.2                                              | Supplemental Deployment |
|   | 4.3    | 6 Week Baseline Review                             |
| 5      |   | CONFIGURATION MANAGEMENT                           |
|   | 5.1    | GSOA Configuration Management                      |
|   | 5.2    | Basic managed device configuration file management |
|   | 5.3    | Enhanced device configuration file management      |
|   | 5.4    | Managed  device database                           |
|   | 5.5    | Customer  Updated Diagrams                         |
| 6      |   | CHANGE  MANAGEMENT                                 |
|   | 6.1    | Network  Change Management                         |
| 7      |   | SECURITY  MANAGEMENT                               |
|   | 7.1    | Secure Network Connection                          |
|   | 7.2    | Basic Device Access Control                        |
|   | 7.3    | Device Security Management                         |
|   | 7.4    | Access  Audit Trails                               |
| 8      |   | INSITE SERVICE PORTAL FUNCTIONALITY                |
| 9      |   | PERFORMANCE MANAGEMENT                             |
| 10     |   | THRESHOLD MANAGEMENT                               |
| 11     |   | PROACTIVE  ENGINEERING                             |
| 12     |   | SERVICE DELIVERY MANAGEMENT                        |
|   | 12.1   | Service Delivery Manager                           |
| 13     |   | EXCLUSIONS                                         |
|        |        |                                                    |  |  |  |

 

2

----

 

******* Certaininformation on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

** **

**1.****              INSITELEVEL 2 - FUNCTIONALITY MATRIX**

 

The following FunctionalityMatrix represents the deliverables of the Insite service. Each of these pointsare defined in the content of this document.

 
| **Fault Management**                     |   |      |
|------------------------------------------|--------|-----------|
| Reactive  Device/Agent/Port Monitoring   |   | ü    |
| Carrier Management  Service (WAN only)   |   | ü    |
| Call  Management Centre                  |   | ü    |
| Incident  Management                     |   | ü    |
| Escalations  Management                  |   | ü    |
| Notification  Management                 |   | ü    |
| Priority  Call Management                |   | ü    |
|                                     |   |      |
| **Service Level Performance Parameters** |   |      |
| Initial  Notification                    |   | ***** min |
| Investigation  Notification              |   | ***** min |
| Update  Intervals                        |   | ***** min |
| Restoration  Notification                |   | ***** min |
|                                     |   |      |
| **Insite Deployment**                    |   |      |
| Basic  Deployment                        |   | ü    |
| Report  Interpretation Course            |   | ü    |
| 6 Week  Baseline Review                  |   | ü    |
|                                     |   |      |
| **Configuration Management**             |   |      |
| GSOA  Configuration Management           |   | ü    |
| Basic Device  Configuration Management   |   | ü    |
| Enhanced  Configuration Management*      |   | ü    |
| Managed  Device Database*                |   | ü    |
|                                     |   |      |
| **Change Management**                    |   |      |
| Network  Change Management*              |   | ü    |
|                                     |   |      |
| **Security Management**                  |   |      |
| Secure  Network Connection               |   | ü    |
| Basic Access  Control                    |   | ü    |
| Device  Security Management              |   | ü    |
| Access Audit  Trails                     |   | ü    |
|                                     |   |      |
| **Insite Service Portal Functionality**  |   |      |
| Live Events  Screens                     |   | ü    |
| Service Call  Review                     |   | ü    |
| Network  Diagram*                        |   | ü    |
| Service Request Logging                  |   | ü    |
| Managed  Device information*             |   | ü    |
| Historical  Events reporter              |   | ü    |
|                                     |   |      |
| **Performance Management**               |   |      |
| Live Device  Metric Graphs               |   | ü    |
| Monthly  Service Health Reports          |   | ü    |
| Weekly  Service Health Reports           |   | ü    |

 

3

----

 
| **Threshold Management**         |   |        |
|----------------------------------|--------|-------------|
| Threshold  Event Reporting       |   | ü      |
| Threshold  Monitoring            |   | ü      |
| Critical  Threshold Notification |   | ü      |
| Configurable  Thresholds         |   | ü      |
|                             |   |        |
| **Proactive Engineering**        |   | **LEVEL-2** |
| Weekly  Events Analysis          |   | ü      |
|                             |   |        |
| **Service Delivery Management**  |   | **LEVEL-2** |
| Service  Delivery Management     |   | ü      |
| Quarterly  Meetings              |   | ü      |

 

**Notes**

 

----

* — This functionality is available for Cisco networkingequipment, Fore Systems and SNMP based switches.

 

 

**2****                 FAULT MANAGEMENT**

 

**2.1****       REACTIVE DEVICE/AGENT/PORT MONITORING**

 

The primary mechanismdelivering Fault Management within Insite is through sending of polls and receivingtraps from devices and elements being monitored within the Customerenvironment.

 

The configuration of the SNMPTrap server on the devices will be configure on a case by case basis with thecustomer.

 

Events detected within themonitored environment are responded to according to the level of serviceapplied to the device, and according to the severity of the event detected.

 

**2.2****       CARRIER MANAGEMENT SERVICE**

 

When Insite Engineers identifya Wide Area Network failure or fault, they will initiate a sequence of eventswith the appropriate Carrier and begin managing the event in accordance withthe Insite Service Level in place. A call will be logged with the relevantCarrier, and Insite Engineers will cooperate with the Carrier engineering staffto assist in the determination of the fault.

 

Faults will be escalated withinthe appropriate Carrier once their committed or indicated response times havebeen exceeded, and the Insite Engineers will facilitate through all faults toresolution state.

 

**2.3****       CALL MANAGEMENT CENTRE (CMC)**

 

The Operations Centre providesfor a Call Management Centre facility that will log, update and facilitate toclosure all calls detected and diagnosed by Insite services and personnel. Thisincludes escalation services in accordance with the Insite level of serviceapplied to each event being handled, and regular Customer contact to ensureinformation updates are provided throughout the lifecycle of the event.

 

4

----

 

All notifications, updates andescalation time periods are governed by the Insite Notification Parameters(discussed later).

 

**2.4****       INCIDENTMANAGEMENT**

 

The Operations Centre willprovide for an Incident Management process to seamlessly facilitate a fault orcall from initial identification, notification, logging, diagnosing,transferring ownership, updating and closure acceptance to achieve finalresolution.

 

Since many different parties,systems and processes might be involved in the ultimate resolution of anincident, an Incident Management process is available to facilitate and ensurethe smooth flow and transfer of a call between the various parties within therequired time frames and under the appropriate circumstances.

 

These processes differ from thechange management process which has been presented to Via Networks and has beenaccepted by Via Networks.

 

**2.5****       ESCALATIONS MANAGEMENT**

 

This encompasses specificprocesses which ensure escalation from one resolution process to the nexthigher level resolution process is maintained, escalation into Dimension Data,Carrier or 3rd Party operations or service management isfacilitated, and escalation to the designated central point of contact for theCustomer is provided.

 

The Call Management Centreensures that escalations occur within agreed SLA timeframes and ensures thatappropriate notification is made to responsible parties if they are about to oralready have exceeded their SLA parameters.

 

**2.6****       NOTIFICATION MANAGEMENT**

 

Insite services provide for amulti-dimensional set of notification rules, methods and configurations, whichensure that relevant persons are kept updated and notified as to problem statusand severity as the fault is processed from identification to resolution.

 

The notification by email, fax,phone calls will be configures according to Via Networks instructions.

 

**2.7****       PRIORITY CALL MANAGEMENT**

 

The Insite systems cancalculate a priority to be allocated to a managed device or element based uponthe following:

 

Severity of the event (faulttype = Critical, Major, High and Low)

 
| Red    |   | Critical (H) | Device unreachable |                                   | Dealt with by bridge team. |                       |
|--------|--------|--------------|--------------------|----------------------------------------|----------------------------|----------------------------|
| Orange |   | Major        | (M)                | Interface down                         |                       | Dealt with by bridge team. |   |
| Yellow |   | Minor        | (L)                | Performance/Threshold event            |                       | Dealt with by bridge team. |   |
| Purple |   | Unknown      |               | e.g. polling failure, device  too busy |                       |                       |   |
| Green  |   | Cleared      |               | Previous faulty item  operational      |                       |                       |   |

 

This priority determined fromthe above is defined as High, Medium or Low and is used for the following:

 

5

----

 

******* Certaininformation on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

 

•                  Call handlingprioritisation in the Operations Centre

•                  Configuring selectivecall notification for the Customer

 

For example, high prioritycalls for a Customer will be handled first in the Operations Centre, thenMedium priority and then Low priority calls. This ensures that an accesscircuit or router failing is not worked on before a core router fails.

 

**3****                 SERVICE LEVEL PERFORMANCE PARAMETERS**

 

Each business-impacting eventhas associated with it a set of performance level parameters. These parametersallow for real-time and automatic escalation, notification and Insite SLAmeasurement and reporting. They allow for unprecedented Service Level Deliveryand measurement.

 

These parameters are used forthe following purposes:

 

•                  Manage calls andresources on the Operations Centre

•                  Measure ServiceLevels to the Customer

 

•                  INITIALNOTIFICATION

Initial notification of faultwill be sent through within ***** minutes of fault occurring.

 

•                  INVESTIGATIONNOTIFICATION

Fault confirmed & possiblydiagnosed. Notification will include Service Request number. Will be sentwithin ***** minutes of fault occurring.

 

•                  UPDATE INTERVALS

Regular updatewill be provided to the customer on the progression of the call. The defaltperiod is at ***** minutes but can be changed to match the customer requirement& the update will be provided in that period.

 

•                  RESTORATIONPERIOD

Notificationto the client that the call has been placed in the resolve stage with *****minutes.

 

 

**4****                 INSITE DEPLOYMENT**

 

**4.1****       BASICDEPLOYMENT**

 

The Insite Basic Deploymentconsists of all the steps required to activate the managed devices onto theInsite Network Management Systems. It does not include site visits but consistsof

 

•                  Logicaldeployment

•                  Activation

•                  Portal Training

 

***LogicalDeployment*** is achieved by working with theCustomer to provide all the correct site information and all those tasksrequired to accomplish the following main goals:

 

•                                          ProceduralDesign

 

6

----

 

•                  NetworkInformation Collection (Addresses, contacts etc.)

•                  Managed DevicePreparation

•                  Set-up andModelling of GSOA

 

***Activation****:*  Notification/Escalation and Fault managementdoes not occur until a detailed Operations handover is performed.  This is to ensure that all requireddocumentation and procedures are in place and that the GSOA is successfullydetecting and reporting events.

 

***PortalTraining****:*The Insite Service Provider willschedule Service Portal Training sessions with the Customer. The trainingsession covers:

•                  Portalnavigation

•                  Changemanagement procedures

•                  Interpretationof live statistics

 

The service includes asdefault, costs for training one room of candidates. Additional persons can beincluded as an extra cost item option. Travel costs incurred to conduct thetraining at the Customer site are the responsibility of the Customer.

 

7

----

 

**4.2****       ENHANCEDDEPLOYMENT**

 

**4.2.1****           NETWORK HEALTH TRAINING**

 

The Insite Service Providerwill provide instruction on Report Interpretation. This allows the user of theService Portal to correctly interpret and use those Reports provided in InsiteLevel-2 and Insite Level 3 services.

 

**4.2.2****           SUPPLEMENTAL DEPLOYMENT**

 

The Insite service will, over aperiod of time, generate & establish output data.  Their data is mainly related to enhanced proactive and thresholdmanagement services.

 

These are:

•                  A review ofbaseline data after 6 weeks.

•                  Thresholdsetting according to baseline data

•                  Pro-Activeservices based on thresholds

 

**4.3****       6 WEEK BASELINE REVIEW**

 

A Baseline Review of themanaged devices will be conducted after the Insite service has been activatedfor 6 weeks.  This is to ensure that acomplete month of data is collected to identify any cyclical trends.

 

The purpose of the BaselineReview is to:

•                  Highlight“unmanageable” devices that can currently not be managed by the Insiteservice.  This includes IOS versionsthat do not support required network management information, environmentconditions that cause the device to be off-line for extended periods or “noisy”devices that generate excessive traps or log information, which flood the GSOA.

•                  Adjustthresholds for live events based on observed “normal” state of Customerenvironment.

•                  Provide trainingon Report interpretation. This allows the user of the Service Portal tocorrectly interpret and use those Reports provided.

•                  Initialrecommendations for changes to improve the overall efficiency or availabilityof the network.

 

**5****                 CONFIGURATION MANAGEMENT**

 

**5.1****       GSOA CONFIGURATION MANAGEMENT**

 

This encompasses full andcomprehensive configuration management of all Network Management systems,Databases and Operating Systems used in the GSOA that relate to the delivery ofthe Insite service.

 

8

----

 

**5.2****       BASICMANAGED DEVICE CONFIGURATION FILE MANAGEMENT**

 

The Insite systems will keepbackup files. If this is technically not possible, customer will be informed onthis after the rollout phase.

 

The Insite systems willautomatically detect saved edits to the managed device’s configuration filesand save the old configuration and the new configuration. All archivedconfiguration files are available for the Customer to view on the serviceportal.

 

Archived configuration fileswill be kept for the duration of the contract. Should the contract beterminated, the customer will receive all kept configuration files andconfiguration file history. If during the contracted term stored data is lostor damaged by Dimension Data, it will be the responsibility of Dimension Datato restore such data at Dimension Data’s cost.

 

Insite services perform weekly downloadsof the devices’ configuration files and compares them against those in itsdatabase. Any discrepancies will raise a Configuration Event. The events areused to check that the changes do not affect the Insite Reporting Systems.

 

Configuration captures arescheduled on a weekly basis. Upon a change control raised will an automaticconfiguration capture be triggered to ensure the new configuration is stored onDimension Data’s systems.

 

If any faults develop due tochanges made by Customer staff to the device configurations then the Customerwill be billed on a time and materials basis for all time spent resolving suchfaults. Dimension Data cannot accept responsibility for any downtime or loss offunctionality caused through changes made by the Customer.

 

**5.3****       ENHANCED DEVICE CONFIGURATION FILEMANAGEMENT**

 

In addition to the servicesprovided in “Basic managed device configuration file management”, theInsite Service Provider will compare “Configuration Events” to a valid changecontrol or confirm the details of the changes with the Customer or fieldengineering staff. All network documentation is then updated accordingly for avalid change.

 

Insite operations staff willdetect this event and notify the Customer appropriately. Changes, which affectthe ability of the management system to accurately report on availability andperformance of the device, will result in further action. These includecomparing the changes to a valid change control or confirming the details ofthe changes with the Customer or field engineering staff. All networkdocumentation is then updated accordingly for a valid change.

 

**5.4****       MANAGEDDEVICE DATABASE**

 

If Change and Access managementservices are being performed by the Insite service, Dimension Data will providefor keeping an updated record of all device information where it is availableto be retrieved from the devices being managed.

 

Managed device informationwould include but is not limited to items such as:

 

•                  Device Name

 

9

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•                  SoftwareVersions

•                  FirmwareVersions

•                  Memory

 

The information is available byclicking on the device name in the service portal. The amount of informationavailable on a device is device and vendor specific.

 

**5.5****       CUSTOMERUPDATED DIAGRAMS**

 

Customers are responsible forproviding Dimension Data with network diagrams should they wish to have themmade available on the Insite Service Portal. The diagrams will be posted on theService Portal within 24 hours of being received.

 

**6****                 CHANGE MANAGEMENT**

 

**6.1****       NETWORKCHANGE MANAGEMENT**

 

Insite Change Control personnelwill be responsible for the co-ordination of all scheduled changes on theCustomers’ networks.

 

When the Customer requests achange via the Service Portal, all the necessary information (including networkdiagrams, contact persons, addresses and equipment involved) will be directedto the change control process.

 

The engineer on the OperationsCentre will monitor the change in accordance with the change request. If thechange window time is exceeded, the engineer will contact the Change ControlManager to get authorization to either extend the windows or to institute theback-out plan. Once completed, the engineer will then sign off the change andall relevant documentation updated which will include the updating of the sitesummary database and the network diagrams.

 

**7****                 SECURITY MANAGEMENT**

 

**7.1****       SECURE NETWORK CONNECTION**

 

Every Insite Customer has adedicated secure Service Portal connecting the Operations Centre to theirnetwork. The Insite Service architecture includes a Firewall instance to managesecurity between the Operations Centre and the Customer network. This securesthe Customer from other Insite Customers, the Customer from the Dimension DataOperations Centre, and the Operations Centre from attempted outside breachesinto the Customer network

 

**7.2****       BASIC DEVICE ACCESS CONTROL**

 

Insite services will passwordprotect and lockdown access to all managed devices on Insite Level 2 (dependanton device type and manufacturer.) Customers can log calls with the OperationsCentre to gain access to the devices for purposes of configuration changes. Achange control request must be submitted via the Insite Service Portal forreference and record of all changes requested.

 

10

----

 

Via Networks has requested toown the enable password, this will be monitored on an ongoing basis.

 

If a client has permanentenable access to devices on the network, the Dimension Data can not be heldresponsible for any unauthorized changes or the effects such changes may haveon the output of the network management systems or functionality and behaviourof the network.

 

Via Network will conform theDimension Data’s change control process, Dimension Data can not be heldresponsible it Via Network does not conform the change control process.

 

**7.3****       DEVICE SECURITY MANAGEMENT**

 

Once the Customer network hasbeen deployed onto the Insite systems, responsibility for the passwordlock-down of the devices passes onto the Operations Centre, which then changesall passwords of the devices and refers the authentication of any further loginattempts to a TACACS+ Server.

 

Tacacs will be added. NOPASSWORDS ON THE DEVICES WILL BE CHANGED. There might be some automatedprocesses in place which rely on these passwords. All unnecessarylogins/passwords will be removed within the first 6 weeks as part of the normalchange control process.

 

The TACACS+ server provides theAAA authentication service. This prevents unauthorised access to the client’sdevices. All managed devices are configured to refer login attempts to theTACACS+ server, which will then give the managed device the go-ahead to acceptthe connection.

 

A fallback login method will beput in place (login using device-local authentification) in case of networkand/or Tacacs failures (open for discussion).

 

Only Operations Centrepersonnel and the relevant senior DD Engineering staff have access to manageddevices.  Should anyone other than theabove require access, a change control request has to be submitted onto theService Portal.

 

Note that most, but not all,devices support TACACS authentication. This will be identified to the Customerduring pre-deployment scooping sessions.

 

In addition this mechanism isnot able to protect the device from physical break-in, such as powering down adevice and gaining access through the console port on the device. Unauthorisedaccess in this fashion will be detected by the device going down on themanagement system and by the random configuration-file scan detecting thatchanges had been made on the device but will not have access to any of theaudit trails mentioned below.

 

**7.4****       ACCESSAUDIT TRAILS**

 

The TACACS + server providescertain back-end audit functions. This includes who accessed the device andwhen the person accessed the device.

 

A Proxy service controls allaccess to the Customer’s network by Operations Centre staff. This proxy logsall keystroke commands and responses to a log file for audit trail purposes.

 

Legislation might require toannounce this logging to customers employlees and have them sign  a paper that they had been informed.

 

This information is used inconjunction with the configuration management process by the Change Managementteam to track all changes made on a client’s network.

 

11

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Audit trails are available onlywhen the device is accessed via TACACS.

 

**8****                 INSITE SERVICE PORTAL FUNCTIONALITY**

 

Each Insite Customer receivestheir own dedicated hardware and software for the purposes of an Insite ServicePortal that provides the following functionality:

 

•                  Dedicated SNMPPoller Architecture into the Customer through a dedicated WAN Link.

•                  Firewallservices between Dimension Data and the Customer network

•                  Web Server tooffer real time, live Customer interaction to the following sub systems:

•                  Service Systemfor viewing Call history and logging service requests

•                  Service NetworkHealth Reports for Performance Trend Reporting

•                  Live EventsLists for a view on ALL network wide events

•                  Live SNMP Graphs

•                  Event Trendingreport tool

•                  Live DeviceThreshold Events

•                  Deviceinformation (H/W, S/W, neighbours, contacts etc)

•                  Auto-deploymentfeatures

 

**9****                 PERFORMANCE MANAGEMENT**

 

Specific reports are presentedon the Customer Insite Service Portal. The following reports on Performance Management are provided:

 

•                  Live DeviceMetrics Graphs

•                  Service HealthReports

•                  Weekly HealthReports are scheduled and kept for the last 5 weeks

•                  Monthly HealthReports are scheduled and kept for the last 6 months

 

Customers can view this datadirectly off their Insite Service Portal, together with all the appropriatehelp and information screens typically required for report interpretation,should this be required. Adobe Acrobat (PDF) versions of the reports are alsoavailable for downloading.

 

**10****          THRESHOLD MANAGEMENT**

 

All threshold events receivedfrom the monitored network environment are posted to the Insite Service Portalevent list for online viewing. Not every event requires notification or actionby the Insite Service Provider, as the Insite Level of service being providedand the nature and classification of the event will manage and define this.

 

The events that qualify forevent notification are:

 

(i)                                     Criticalthreshold notification.  (Certainthreshold instances are tagged as Critical e.g. CPU over 100% for a certaintime period).

 

Threshold severity values canbe set to critical (red), major (orange), minor (yellow) or normal (green)depending on the values of a parameter that needs to be exceeded.

 

12

----

 

**11****          PROACTIVE ENGINEERING**

 

Weekly Event Analysis isprovided for by the Proactive Insite Engineers, reviewing the following on aweekly basis:

 

•                  HistoricalEvents Reporter for trends

•                  CriticalThreshold events history to detect frequent trends

 

**12****          SERVICE DELIVERY MANAGEMENT**

 

**12.1****                        SERVICE DELIVERY MANAGER**

 

A Customer Service DeliveryManager will be responsible for the Customer Account for all Insite Servicerelated issues. The Service Delivery Management role would include Customerinteraction as well as the technical co-ordination of the Customer account on aquarterly basis.

 

Some tasks that will beperformed by Service Delivery Manager include:

 

•                  Scheduling,Conducting and minuting service meetings

•                  Following throughactions and issues highlighted from service meetings

•                  Co-ordinatingcompilation of Insite reports

•                  Assisting withinterpreting Insite reports

•                  Facilitation ofCustomer training and familiarisation on the Insite Service Portal

•                  Engaging theappropriate engineering resources to address technical issues

•                  Ensuring SLA ismet by communication to all relevant support services

•                  Manage Customerexpectations according to SLA parameters

•                  Ensuringprojects or Move Add Change Delete (MACD) activities for which Dimension Datais responsible are completed on time

•                  Assist inresolving Customer queries

 

**13****          EXCLUSIONS**

In addition to the Exclusionsset forth in Clause 18 of the Agreement, Insite Services provided to theCustomer do not include default financial penalty or cost, services, repairs orreplacements necessitated by or related to:

 

Services to be provided interms of this Agreement do not include the provision of services, nor repairsor replacements necessitated by or related to:

 

damagecaused by accident, fire, water, lightning, power surges or other act of Godbeyond Dimension Data’s reasonable control

 

damagecaused by riots, civil disorder, acts of violence, sabotage or similar acts ofparties not within the control of Dimension Data;

 

damagecaused by abnormal operating conditions such as high or low temperatures orhumidity or dust levels which are beyond the published environmentalspecifications of the Product Manufacturer as provided by Dimension Data;

 

thenegligent use, abuse or misuse of Products by Customer or any third partyappointed by the Customer;

 

13

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damageduring any transportation of Products not carried out by Dimension Data;

 

electricalwork, not performed by Dimension Data or its subcontractor;

 

causesexternal to the Equipment such as failure or fluctuation of electrical power;

 

ObsoleteProducts; or

 

therestoration of lost data from any Products, or equipment connected to Products.

 

14

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**Insite**

 

 

**Service LevelDescription**

 

**Appendix C**

 

**Level 3**

 

 

Version 0.1 Amended 15thApril 2003 – Author. Daljit Gill Dimension DataTABLE OF CONTENTS

 
| 1      | INSITE  LEVELS - FUNCTIONALITY MATRIX               |
|--------|-----------------------------------------------------|
| 2      | FAULT  MANAGEMENT                                   |
| 2.1    | Reactive Device/Agent/Port Monitoring               |
| 2.2    | Carrier Management Service                          |
| 2.3    | Call Management Centre (CMC)                        |
| 2.4    | Incident Management                                 |
| 2.5    | Escalations Management                              |
| 2.6    | Notification Management                             |
| 2.7    | Priority call management                            |
| 2.8    | ISDN Link MOnitoring                                |
| 3      | SERVICE LEVEL PERFORMANCE PARAMETERS                |
| 4      | INSITE  DEPLOYMENT                                  |
| 4.1    | Basic  Deployment                                   |
| 4.2    | Enhanced Deployment                                 |
|   | 4.2.1                                               | Physical Insite Deployment |
|   | 4.2.2                                               | Implementation of Device Preparation |
|   | 4.2.3                                               | Network Health Training |
|   | 4.2.4                                               | Supplemental Deployment: |
| 4.3    | Implementation of Authentication Service            |
| 4.4    | 6 Week Baseline Review                              |
| 4.5    | Configuration Baseline                              |
| 5      | CONFIGURATION MANAGEMENT                            |
| 5.1    | GSOA Configuration Management                       |
| 5.2    | Basic managed device configuration file  management |
| 5.3    | Enhanced device configuration file  management      |
| 5.4    | Ad-hoc reconfiguration services                     |
| 5.5    | Managed device database                             |
| 5.6    | Customer Updated Diagrams                           |
| 6      | CHANGE  MANAGEMENT                                  |
|        |                                                     |  |  |  |

 

1

----

 
| 6.1  | Network Change Management           |
|------|-------------------------------------|
| 6.2  | Impact  Analysis                    |
| 7    | SECURITY MANAGEMENT                 |
| 7.1  | Secure Network Connection           |
| 7.2  | Basic Device Access Control         |
| 7.3  | Device Security Management          |
| 7.4  | Access Audit Trails                 |
| 8    | INSITE SERVICE PORTAL FUNCTIONALITY |
| 9    | PERFORMANCE MANAGEMENT              |
| 10   | THRESHOLD MANAGEMENT                |
| 11   | PROACTIVE ENGINEERING               |
| 12   | SERVICE DELIVERY MANAGEMENT         |
| 12.1 | Service Delivery Manager            |
| 13   | EXCLUSIONS                          |
|      |                                     |  |

 

2

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******* Certaininformation on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

** **

**1****                 INSITE LEVEL 3 - FUNCTIONALITY MATRIX**

 

The following FunctionalityMatrix represents the deliverables of the Insite service. Each of these pointsare defined in the content of this document.

 
| **Fault Management**                      |   |      |
|-------------------------------------------|--------|-----------|
| Reactive  Device/Agent/Port Monitoring    |   | ü    |
| Carrier  Management Service (WAN only)    |   | ü    |
| Call  Management Centre                   |   | ü    |
| Incident  Management                      |   | ü    |
| Escalations  Management                   |   | ü    |
| Notification  Management                  |   | ü    |
| Priority  Call Management                 |   | ü    |
| ISDN Link  Monitoring (WAN only)*         |   | ü    |
|                                      |   |      |
| **Service Level Performance Parameters**  |   |      |
| Initial  Notification                     |   | ***** min |
| Investigation  Notification               |   | ***** min |
| Update  Intervals                         |   | ***** min |
| Restoration  Notification                 |   | ***** min |
|                                      |   |      |
| **Insite Deployment**                     |   |      |
| Basic  Deployment                         |   | ü    |
| Physical  Site Deployment                 |   | ü    |
| Report  Interpretation Course             |   | ü    |
| Implementation  of Authentication Service |   | ü    |
| 6 Week  Baseline Review                   |   | ü    |
| Configuration  Baseline*                  |   | ü    |
|                                      |   |      |
| **Configuration Management**              |   |      |
| GSOA  Configuration Management            |   | ü    |
| Basic Device  Configuration Management    |   | ü    |
| Enhanced  Configuration Management*       |   | ü    |
| Ad Hoc  Configuration Changes*            |   | ü    |
| Managed  Device Database*                 |   | ü    |
|                                      |   |      |
| **Change Management**                     |   |      |
| Network  Change Management*               |   | ü    |
| Q&A and  Impact Analysis              |   | ü    |
|                                      |   |      |
| **Security Management**                   |   |      |
| Secure  Network Connection                |   | ü    |
| Basic Access  Control                     |   | ü    |
| Device  Security Management               |   | ü    |
| Access Audit  Trails                      |   | ü    |

 

3

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| **Insite Service Portal Functionality**            |   |   |
|----------------------------------------------------|--------|--------|
| Live Events  Screens                               |   | ü |
| Service Call  Review                               |   | ü |
| Network  Diagram*                                  |   | ü |
| Service Request Logging                            |   | ü |
| Managed  Device information*                       |   | ü |
| Historical  Events reporter                        |   | ü |
|                                               |   |   |
| **Performance Management**                         |   |   |
| Live Device  Metric Graphs                         |   | ü |
| Monthly  Service Health Reports                    |   | ü |
| Weekly  Service Health Reports                     |   | ü |
| Daily  Service Health Reports                      |   | ü |
| Monthly  Service Level Reports                     |   | ü |
|                                               |   |   |
| **Threshold Management**                           |   |   |
| Threshold  Event Reporting                         |   | ü |
| Threshold  Monitoring                              |   | ü |
| Critical  Threshold Notification                   |   | ü |
| Major  Threshold Notification                      |   | ü |
| Configurable  Thresholds                           |   | ü |
|                                               |   |   |
| **Proactive Engineering**                          |   |   |
| Weekly  Events Analysis                            |   | ü |
| Daily  Analysis of “Situations to watch” |   | ü |
| Configuration  Bug Management                      |   | ü |
| Fortnightly  Configuration Analysis*               |   | ü |
|                                               |   |   |
| **Service Delivery Management**                    |   |   |
| Service  Delivery Management                       |   | ü |
| Monthly  Meetings                                  |   | ü |

 

----

**Notes**

 

* This functionality is available for Cisco networkingequipment and Fore Systems and SNMP based switches.

 

4

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**2****                 FAULT MANAGEMENT**

 

**2.1****       REACTIVE DEVICE/AGENT/PORT MONITORING**

 

The primary mechanismdelivering Fault Management within Insite is through sending of polls andreceiving traps from devices and elements being monitored within the Customerenvironment.

Insite will be the primary Trapreceiver to ensure faults are logged and reported to Via Networks.

 

The configuration of the SNMPTrap server on the devices will be configure on a case by case basis with thecustomer.

 

Events detected within themonitored environment are responded to according to the level of serviceapplied to the device, and according to the severity of the event detected.

 

**2.2****       CARRIER MANAGEMENT SERVICE**

 

When Insite Engineers identifya Wide Area Network failure or fault, they will initiate a sequence of eventswith the appropriate Carrier and begin managing the event in accordance withthe Insite Service Level in place. A call will be logged with the relevantCarrier, and Insite Engineers will cooperate with the Carrier engineering staffto assist in the determination of the fault.

 

Faults will be escalated withinthe appropriate Carrier once their committed or indicated response times havebeen exceeded, and the Insite Engineers will facilitate through all faults toresolution state.

 

**2.3****       CALL MANAGEMENT CENTRE (CMC)**

 

The Operations Centre providesfor a Call Management Centre facility that will log, update and facilitate toclosure all calls detected and diagnosed by Insite services and personnel. Thisincludes escalation services in accordance with the Insite level of serviceapplied to each event being handled, and regular Customer contact to ensureinformation updates are provided throughout the lifecycle of the event.

 

All notifications, updates andescalation time periods are governed by the Insite Notification Parameters(discussed later).

 

**2.4****       INCIDENT MANAGEMENT**

 

The Operations Centre willprovide for an Incident Management process to seamlessly facilitate a fault orcall from initial identification, notification, logging, diagnosing,transferring ownership, updating and closure acceptance to achieve finalresolution.

 

Since many different parties,systems and processes might be involved in the ultimate resolution of anincident, an Incident Management process is available to facilitate and ensurethe smooth flow and transfer of a call between the various parties within therequired time frames and under the appropriate circumstances.

 

These processes differ from thechange management process which has been presented to Via Networks and has beenaccepted by Via Networks.

 

5

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**2.5****       ESCALATIONS MANAGEMENT**

 

This encompasses specificprocesses which ensure escalation from one resolution process to the nexthigher level resolution process is maintained, escalation into Dimension Data,Carrier or 3rd Party operations or service management isfacilitated, and escalation to the designated central point of contact for theCustomer is provided.

 

The Call Management Centreensures that escalations occur within agreed SLA timeframes and ensures thatappropriate notification is made to responsible parties if they are about to oralready have exceeded their SLA parameters.

 

**2.6****       NOTIFICATION MANAGEMENT**

 

Insite services provide for amulti-dimensional set of notification rules, methods and configurations, whichensure that relevant persons are kept updated and notified as to problem statusand severity as the fault is processed from identification to resolution.

 

The notification by email, fax,phone calls will be configures according to Via Networks instructions.

 

**2.7****       PRIORITY CALL MANAGEMENT**

 

The Insite systems cancalculate a priority to be allocated to a managed device or element based uponthe following:

 

Severity of the event (faulttype = Critical, Major, High and Low)

 
| Red    |   | Critical (H) |   | Device unreachable                     |   | Dealt with by bridge team.                        |
|--------|--------|--------------|--------|----------------------------------------|--------|---------------------------------------------------|
| Orange |   | Major (M)    |   | Interface down                         |   | Dealt with by bridge team.                        |
| Yellow |   | Minor (L)    |   | Performance/Threshold event            |   | Dealt with by bridge team.                        |
| Blue   |   | Warning      |   | e.g. configs not matching              |   | Dealt with by Pro-active team  on a monthly sweep |
| Purple |   | Unknown      |   | e.g. polling failure, device  too busy |   |                                              |
| Green  |   | Cleared      |   | Previous faulty item  operational      |   |                                              |

 

This priority determined fromthe above is defined as High, Medium or Low and is used for the following:

 

•                  Call handlingprioritisation in the Operations Centre

•                  Configuringselective call notification for the Customer

 

For example, high prioritycalls for a Customer will be handled first in the Operations Centre, thenMedium priority and then Low priority calls. This ensures that an accesscircuit or router failing is not worked on before a core router fails.

 

**2.8****       ISDNLINK MONITORING**

 

This Insite Level 3 serviceprovides for regular and scheduled testing of ISDN backup link availability,manually invoking ISDN backup links on main circuit failure, reporting on ISDNCall history (destination, start & end time, duration, TX/RX volume) andnotification of ISDN calls as minor or major event.

 

6

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******* Certaininformation on this page has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. *******

 

The above can be configured,scheduled and viewed by the Insite Service Portal.

 

**3****                 SERVICE LEVEL PERFORMANCE PARAMETERS**

 

Each business-impacting eventhas associated with it a set of performance level parameters. These parametersallow for real-time and automatic escalation, notification and Insite SLAmeasurement and reporting. They allow for unprecedented Service Level Deliveryand measurement, previously unachievable in the Services industry.

 

These parameters are used forthe following purposes:

 

•                  Manage calls andresources on the Operations Centre

•                  Measure ServiceLevels to the Customer

 

•                  INITIALNOTIFICATION

Initial notification of faultwill be sent through within ***** minutes of fault occurring.

 

•                  INVESTIGATIONNOTIFICATION

Fault confirmed & possiblydiagnosed. Notificatoion will include Service Request number. Will be sentwithin ***** minutes of fault occurring.

 

•                  UPDATE INTERVALS

Regular updatewill be provided to the customer on the progression of the call. The defaltperiod is et at ***** minutes but can be changed to match the customerrequirement & the update will be provided in that period.

 

•                  RESTORATIONPERIOD

Notificationto the client that the call has been placed in the resolve stage.

 

**4****                 INSITE DEPLOYMENT**

 

**4.1****       BASIC DEPLOYMENT**

 

The Insite Basic Deploymentconsists of all the steps required to activate the managed devices onto theInsite Network Management Systems. It does not include site visits but consistsof

 

•                  Logicaldeployment

•                  Activation

•                  Portal Training

 

***LogicalDeployment*** is achieved by working with theCustomer to provide all the correct site information and all those tasksrequired to accomplish the following main goals:

 

•                  ProceduralDesign

•                  NetworkInformation Collection (Addresses, contacts etc.)

•                  Managed DevicePreparation

•                  Set-up andModelling of GSOA

 

7

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***Activation****:*  Notification/Escalation and Fault managementdoes not occur until a detailed Operations handover is performed.  This is to ensure that all requireddocumentation and procedures are in place and that the GSOA is successfullydetecting and reporting events.

 

***PortalTraining****:*The Insite Service Provider willschedule Service Portal Training sessions with the Customer. The training sessioncovers:

•                  Portalnavigation

•                  Changemanagement procedures

•                  Interpretationof live statistics

 

The service includes asdefault, costs for training one room of candidates. Additional persons can beincluded as an extra cost item option. Travel costs incurred to conduct thetraining at the Customer site are the responsibility of the Customer.

 

**4.2****       ENHANCEDDEPLOYMENT**

 

**4.2.1****                     PHYSICAL INSITE DEPLOYMENT**

 

The Customer must designate aSite Representative at each physical location where a device is to be managed.This designated person is required to perform the following tasks on request bythe operations Centre in an emergency or escalated troubleshooting sequence:

 

•                  Power theequipment on and off

•                  Observe powerLED’s on the equipment

•                  Re-seat labelledcables on managed equipment

•                  PerformLoop-backs on NTU’s or modems

 

It should be noted that thepurpose of the Customer Site Representative is to lower Mean Time To Repair onreported faults, and thus reducing downtime. If such a representative cannot becontacted for whatever reason, the Operations Centre will request analternative contact be supplied and “park” the call.

 

**4.2.2****                     IMPLEMENTATION OF DEVICE PREPARATION**

 

The Enhanced Deploymentdeliverable for the Insite Server service includes the installation andlicensing of the Monitoring agents on top of an operational SNMP service.  It is the responsibility of the Customer toensure that the Standard Operating Environment (SOE) is stable and that theSNMP service is not experiencing any failures due to conflicts withapplications.

 

The Enhanced Deploymentdeliverable for the Insite WAN service includes the implementation of deviceconfiguration changes required as defined in basic deployment devicepreparation.  These configurationchanges will be applied to all managed network devices via scripts run from theOperations Centre.

 

8

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**4.2.3****                     NETWORK HEALTH TRAINING**

 

The Insite Service Providerwill provide instruction on Report Interpretation. This allows the user of theService Portal to correctly interpret and use those Reports provided.

 

**4.2.4****                     SUPPLEMENTAL DEPLOYMENT:**

 

The Insite service will, over aperiod of time, generate and establish output data, this data is mainly relatedto enhanced proactive and threshold management services.

 

These are:

•                  A review ofbaseline data after 6 weeks.

•                  Thresholdsetting according to baseline data

•                  Pro-Activeservices based on thresholds

 

**4.3****       IMPLEMENTATION OF AUTHENTICATIONSERVICE**

 

This includes the design andimplementation of an authentication service for login verification and auditingto monitored devices that support login requests, as well as to the InsiteService Portal.

 

The TACACS server is owned andmaintained by Dimension Data.

 

**4.4****       6 WEEK BASELINE REVIEW**

 

A Baseline Review of themanaged devices will be conducted after the Insite service has been activatedfor 6 weeks.  This is to ensure that acomplete month of data is collected to identify any cyclical trends.

 

The purpose of the BaselineReview is to:

•                  Highlight“unmanageable” devices that can currently not be managed by the Insiteservice.  This includes IOS versionsthat do not support required network management information, environmentconditions that cause the device to be off-line for extended periods or “noisy”devices that generate excessive traps or log information, which flood the GSOA.

•                  Adjustthresholds for live events based on observed “normal” state of Customerenvironment.

•                  Provide trainingon Report interpretation. This allows the user of the Service Portal tocorrectly interpret and use those Reports provided.

•                  Initialrecommendations for changes to improve the overall efficiency or availabilityof the network.

 

**4.5****       CONFIGURATION BASELINE**

 

Analysis of Customerconfigurations is performed to identify issues or concerns, such as IPAddressing inconsistencies or errors, PPP authentication, Cisco AAA, wide areabandwidth statements, traffic management and backup link configurations.

 

Issues will be reported to theCustomer, with recommended changes to rectify the identified issues.  Pending Customer approval, the identifiedchanges required will be implemented.

 

9

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**5****                 CONFIGURATIONMANAGEMENT**

 

**5.1****       GSOA CONFIGURATIONMANAGEMENT**

 

This encompasses full andcomprehensive configuration management of all Network Management systems,Databases and Operating Systems used in the GSOA that relate to the delivery ofthe Insite service.

 

**5.2****       BASIC MANAGED DEVICE CONFIGURATIONFILE MANAGEMENT**

 

The Insite systems will keepbackup files. If this is technically not possible, customer will be informed onthis after the rollout phase.

 

The Insite systems willautomatically detect saved edits to the managed device’s configuration filesand save the old configuration and the new configuration. All archivedconfiguration files are available for the Customer to view on the serviceportal.

 

Archived configuration fileswill be kept for the duration of the contract. Should the contract beterminated, the customer will receive all kept configuration files andconfiguration file history. If during the contracted term stored data is lostor damaged by Dimension Data, it will be the responsibility of Dimension Datato restore such data at Dimension Data’s cost.

 

Insite services perform weeklydownloads of the devices’ configuration files and compares them against thosein its database. Any discrepancies will raise a Configuration Event. The eventsare used to check that the changes do not affect the Insite Reporting Systems.

 

Configuration captures arescheduled on a weekly basis. Upon a change control raised will an automaticconfiguration capture be triggered to ensure the new configuration is stored onDimension Data’s systems..

 

If any faults develop due tochanges made by Customer staff to the device configurations then the Customerwill be billed on a time and materials basis for all time spent resolving suchfaults. Dimension Data cannot accept responsibility for any downtime or loss offunctionality caused through changes made by the Customer that were notauthorised by Dimension Data.

 

**5.3****       ENHANCED DEVICE CONFIGURATION FILEMANAGEMENT**

 

In addition to the servicesprovided in “Basic managed device configuration file management”, theInsite Service Provider will compare “Configuration Events” to a valid changecontrol or confirm the details of the changes with the Customer or fieldengineering staff. All network documentation is then updated accordingly for avalid change.

 

Insite operations staff willdetect this event and notify the Customer appropriately. Changes, which affectthe ability of the management system to accurately report on availability andperformance of the device, will result in further action. These includecomparing the changes to a valid change control or confirming the details ofthe changes with the Customer or field engineering staff. All networkdocumentation is then updated accordingly for a valid change.

 

10

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**5.4****       AD-HOC RECONFIGURATION SERVICES**

 

This service is to provide forad-hoc Customer reconfiguration services. It does not include the design andplanning components of these reconfiguration services nor the change controlassessment of the changes, but the implementation and activation of the changesas provided by the Customer. Engineering services may be contracted by theCustomer to design and plan the new configuration file required to implementthe change.

 

After hours scheduled changesrequire 24-hour notification, whereas normal hours changes require 4 hoursnotification. Emergency changes require a 2-hour window. If a 24-hour InsiteService is not in effect, the after-hours services will attract extra costs.

 

If Dimension Data was notinvolved in the design and planning of the new configurations they can acceptno responsibility for the effect of the new configurations.

 

Ad-hocreconfiguration service requests which will effect the management of thesedevices forcing Insite to rediscover the changes made may not exceed more than100 per month with regards to the current devices managed by Insite. If the 100limit is exceeded it will be discussed with the account manager for approval.

 

**5.5****       MANAGED DEVICE DATABASE**

 

If Change and Access managementservices are being performed by the Insite service, Dimension Data will providefor keeping an updated record of all device information where it is availableto be retrieved from the devices being managed.

 

Managed device informationwould include but is not limited to items such as:

 

•                  Device Name

•                  SoftwareVersions

•                  FirmwareVersions

•                  Memory

 

The information is available byclicking on the device name in the service portal. The amount of informationavailable on a device is device and vendor specific.

 

**5.6****       CUSTOMER UPDATED DIAGRAMS**

 

Customers are responsible forproviding Dimension Data with network diagrams should they wish to have themmade available on the Insite Service Portal. The diagrams will be posted on theService Portal within 24 hours of being received.

 

11

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**6****                 CHANGE MANAGEMENT**

 

**6.1****       NETWORK CHANGE MANAGEMENT**

 

Insite Change Control personnelwill be responsible for the co-ordination of all scheduled changes on theCustomers’ networks and the Insite network management system.

 

When the Customer requests achange via the Service Portal, all the necessary information (including networkdiagrams, contact persons, addresses and equipment involved) will be directedto the change control process.

 

The engineer on the OperationsCentre will monitor the change in accordance with the change request. If thechange window time is exceeded, the engineer will contact the Change ControlManager to get authorization to either extend the windows or to institute theback-out plan. Once completed, the engineer will then sign off the change andall relevant documentation updated which will include the updating of the sitesummary database and the network diagrams.

 

**6.2****       IMPACTANALYSIS**

 

As part of the ChangeManagement process, the Change Control Manager will coordinate a regular changecontrol meeting in which necessary technical experts will discuss the impactand risks associated with the changes requested by the Customer. These riskswill be documented and communicated to the Customer. Only once the Customer hasacknowledged and accepted by sign-off this documentation, will the changeprocess proceed.

 

If the impact analysishighlights risks that are unacceptable to the Customer, the Customer then needsto contract Dimension Data to review alternatives, as this is not covered bythe Insite service.

 

12

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**7****                 SECURITY MANAGEMENT**

 

**7.1****       SECURE NETWORK CONNECTION**

 

Every Insite Customer has adedicated secure Service Portal connecting the Operations Centre to theirnetwork. The Insite Service architecture includes a Firewall instance to managesecurity between the Operations Centre and the Customer network. This securesthe Customer from other Insite Customers, the Customer from the Dimension DataOperations Centre, and the Operations Centre from attempted outside breachesinto the Customer network

 

**7.2****       BASIC DEVICE ACCESS CONTROL**

 

Insite services will passwordprotect and lockdown access to all managed devices on Insite Level 2 or InsiteLevel 3 devices (dependant on device type and manufacturer.) Customers can logcalls with the Operations Centre to gain access to the devices for purposes ofconfiguration changes. A change control request must be submitted via theInsite Service Portal for reference and record of all changes requested.

 

Via Networks has requested toown the enable password, this will be monitored on an ongoing basis.

 

If a client has permanentenable access to devices on the network, the Dimension Data can not be heldresponsible for any unauthorized changes or the effects such changes may haveon the output of the network management systems or functionality and behaviourof the network.

 

Via Network will conform theDimension Data’s change control process, Dimension Data can not be heldresponsible it Via Network does not conform the change control process.

 

**7.3****       DEVICE SECURITY MANAGEMENT**

 

Once the Customer network hasbeen deployed onto the Insite systems, responsibility for the passwordlock-down of the devices passes onto the Operations Centre, which then changesall passwords of the devices and refers the authentication of any further loginattempts to a TACACS+ Server.

 

Tacacs will be added. NOPASSWORDS ON THE DEVICES WILL BE CHANGED. There might be some automatedprocesses in place which rely on these passwords. All unnecessarylogins/passwords will be removed within the first 6 weeks as part of the normalchange control process.

 

The TACACS+ server provides theAAA authentication service. This prevents unauthorised access to the client’sdevices. All managed devices are configured to refer login attempts to theTACACS+ server, which will then give the managed device the go-ahead to acceptthe connection.

 

A fallback login method will beput in place (login using device-local authentification) in case of networkand/or Tacacs failures (open for discussion).

 

Only Operations Centrepersonnel and the relevant senior DD Engineering staff have access to manageddevices.  Should anyone other than theabove require access, a change control request has to be submitted onto theService Portal.

 

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Note that most, but not all,devices support TACACS authentication. This will be identified to the Customerduring pre-deployment scooping sessions.

 

In addition this mechanism isnot able to protect the device from physical break-in, such as powering down adevice and gaining access through the console port on the device. Unauthorisedaccess in this fashion will be detected by the device going down on themanagement system and by the random configuration-file scan detecting thatchanges had been made on the device but will not have access to any of theaudit trails mentioned below.

 

**7.4****       ACCESSAUDIT TRAILS**

 

The TACACS + server providescertain back-end audit functions. This includes who accessed the device andwhen the person accessed the device.

 

A Proxy service controls allaccess to the Customer’s network by Operations Centre staff. This proxy logsall keystroke commands and responses to a log file for audit trail purposes.

 

Legislation might require toannounce this logging to customers employlees and have them sign  a paper that they had been informed.

 

This information is used inconjunction with the configuration management process by the Change Managementteam to track all changes made on a client’s network.

 

Audit trails are available onlywhen the device is accessed via TACACS.

 

**8****                 INSITE SERVICE PORTAL FUNCTIONALITY**

 

Each Insite Customer receivestheir own dedicated hardware and software for the purposes of an Insite ServicePortal that provides the following functionality:

 

•                  Dedicated SNMPPoller Architecture into the Customer through a dedicated WAN Link.

•                  Firewallservices between Dimension Data and the Customer network

•                  Web Server tooffer real time, live Customer interaction to the following sub systems:

•                  Service Systemfor viewing Call history and logging service requests

•                  Service NetworkHealth Reports for Performance Trend Reporting

•                  Live EventsLists for a view on ALL network wide events

•                  Live SNMP Graphs

•                  Event Trendingreport tool

•                  Live DeviceThreshold Events

•                  Deviceinformation (H/W, S/W, neighbours, contacts etc)

•                  Auto-deploymentfeatures

 

**9****                 PERFORMANCE MANAGEMENT**

 

Specific reports are presentedon the Customer Insite Service. The following reports on Performance Managementare provided:

 

•                  Live DeviceMetrics Graphs

•                  Service HealthReports

•                  Daily HealthReports are scheduled and kept for the last 8 days

•                  Weekly HealthReports are scheduled and kept for the last 5 weeks

 

14

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•                  Monthly HealthReports are scheduled and kept for the last 6 months

•                  Monthly ServiceLevel Reports are scheduled and kept for the last 6 months

 

Customers can view this datadirectly off their Insite Service Portal, together with all the appropriatehelp and information screens typically required for report interpretation,should this be required. Adobe Acrobat (PDF) versions of the reports are alsoavailable for downloading.

 

**10****          THRESHOLD MANAGEMENT**

 

After an agreed period the Insiteteam & the customer will will agree on thresholds such as error counts, WANutilisation etc. for various elements. When the levels reach the agreedthreshold, threshold events will be generated.All threshold events  received from the monitored networkenvironment are posted to the Insite Service Portal event list for onlineviewing. Not every event requires notification or action by the Insite ServiceProvider, as the Insite Level of service being provided and the nature andclassification of the event will manage and define this.

 

The events that qualify forevent notification are:

 

(i)                                     Critical ThresholdNotification.

(ii)                                  Major ThresholdNotification. The Major Threshold Notification is serves as an early warning toa Critical Threshold being encountered. (Certain threshold instances are taggedas Critical e.g. CPU over 100% for a certain time period).

 

Threshold severity values canbe set to critical (red), major (orange), minor (yellow) or normal (green)depending on the values of a parameter that needs to be exceeded.

 

**11****          PROACTIVE ENGINEERING**

 

Weekly Event Analysis isprovided for by the Proactive Insite Engineers, reviewing the following on aweekly basis:

 

•                  HistoricalEvents Reporter for trends

•                  CriticalThreshold events history to detect frequent trends

 

A daily Situations To Watchreport provides for the Proactive Insite Engineers reviewing these reports tomake information available to Customer, with notification of any trends,recommendations and information that may be business affecting. Thesenotifications will be made within 24 hours of the day the analysis wasperformed, and will be logged on the Customer Relationship Management facility

 

Fortnightly, a review of allconfiguration changes against the baseline analysis is performed. This willreport on changes to configuration from Baseline, and as an action, fix orremove changes or accept and move baseline

 

Configuration Bug Managementservices report on released IOS issues/bugs which might affect manageddevices..

 

15

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**12****          SERVICE DELIVERY MANAGEMENT**

 

**12.1****                        SERVICE DELIVERY MANAGER**

 

A Customer Service DeliveryManager will be responsible for the Customer Account for all Insite Servicerelated issues. The Service Delivery Management role will include Customerinteraction as well as the technical co-ordination of the Customer account on amonthly basis.

 

Some tasks that will beperformed by Service Delivery Manager include:

 

•                  Scheduling,Conducting and minuting service meetings

•                  Following throughactions and issues highlighted from service meetings

•                  Co-ordinatingcompilation of Insite reports

•                  Assisting withinterpreting Insite reports

•                  Facilitation ofCustomer training and familiarisation on the Insite Service Portal

•                  Engaging theappropriate engineering resources to address technical issues

•                  Ensuring SLA ismet by communication to all relevant support services

•                  Manage Customerexpectations according to SLA parameters

•                  Ensuringprojects or Move Add Change Delete (MACD) activities for which Dimension Datais responsible are completed on time

•                  Assist inresolving Customer queries

 

**13****          EXCLUSIONS**

 

In addition to the Exclusionsset forth in Clause 18 of the Agreement, Insite Services provided to theCustomer do not include default financial penalty or cost, services, repairs orreplacements necessitated by or related to:

 

Services to be provided in terms of this Agreement do not include theprovision of services, nor repairs or replacements necessitated by or relatedto:

 

damagecaused by accident, fire, water, lightning, power surges or other act of Godbeyond Dimension Data’s reasonable control

 

damagecaused by riots, civil disorder, acts of violence, sabotage or similar acts ofparties not within the control of Dimension Data;

 

damagecaused by abnormal operating conditions such as high or low temperatures orhumidity or dust levels which are beyond the published environmentalspecifications of the Product Manufacturer as provided by Dimension Data;

 

thenegligent use, abuse or misuse of Products by Customer or any third partyappointed by the Customer;

 

damageduring any transportation of Products not carried out by Dimension Data;

 

electricalwork, not performed by Dimension Data or its subcontractor;

 

causesexternal to the Equipment such as failure or fluctuation of electrical power;

 

ObsoleteProducts; or

 

therestoration of lost data from any Products, or equipment connected to Products.

 

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