Service Catalog Terms and Conditions

1. Scope of Service Description

No other terms or communications, oral or written, regarding this Service Description shall apply. Any changes to the Service Description shall be pursuant to the Change Control process set out here.

2. Acceptance

Each Task and Deliverable set out in the Service Description shall be deemed accepted ("Acceptance") unless Customer provides written notice of non-conformance or rejection within five (5) business days of delivery or notice of completion. If possible, WWT will continue work pending Acceptance.

3. Change Control

If either party requests a change to this Service or in the performance of Services for any reason including

1. a change to the agreed upon project timeline, schedule, or duration, or

2. an absence of or delay in approvals or access to facilities, equipment, or materials necessary to perform the Services, or

3. non-compliance or delayed compliance with a condition, responsibility, or assumption set out herein, or

4. a deficiency in fulfillment or delayed fulfillment in Product delivery, or

5. any other circumstances outside of WWT's control,

then the requesting party will promptly notify the other party, and WWT will prepare and submit to Customer a proposed Change Order ("CO"). The CO will describe the proposed change(s) and the impact on schedule and cost. Customer will promptly review and either approve or reject a proposed CO in writing within five (5) business days. WWT reserves the right to stop performing the Services pending the resolution of a proposed CO without liability for subsequent delays. A proposed change is not binding on either party until a CO is signed by both WWT and Customer and accompanied by a purchase order (if applicable).

If a proposed change results from a cancellation, delay, or change to an agreed upon project schedule and less than fourteen (14) days' notice has been provided, the CO will include up to two (2) weeks' charges for the scheduled personnel and non-refundable travel expenses (if any).

If the project is delayed for more than fourteen (14) calendar days, then the project will be rescheduled. WWT will staff the rescheduled project with qualified personnel available at that time.

If the project is delayed for thirty (30) calendar days or more for reasons outside of WWT's direct control, WWT may invoice Customer for work performed, and Customer shall pay such invoice per the payment terms.

4. Customer IT Change Management

WWT Service Descriptions and pricing do not include time for WWT Personnel to participate in Customer IT change management processes. If this is required, the tasks and costs shall be agreed upon through the Change Control process set out here.  

5. Protected Data

WWT does not require access to or receipt of any personally identifiable information, protected health information, sensitive Customer information or other structured personal or sensitive information as defined by applicable data protection laws ("Protected Data") in its performance of the Services hereunder. Access to or receipt of any Protected Data is expressly out of scope under this Service. As such, Customer will not provide WWT with Protected Data or access to Protected Data hereunder. Any such receipt or access will require prior agreement by both parties to determine applicable controls, processes, security measures, or other requirements.  

6. Service Delivery

WWT will assign personnel based on qualifications and availability. No specific individual is guaranteed.  

Services shall be performed continuously, consecutively, and without delay unless otherwise stated in the Service Description.  

WWT may deliver the Services through a combination of employees, contractors, and subcontractors working under WWT's direction, at WWT's discretion.  

Notwithstanding any conflicting or contrary terms in the Agreement, including any applicable order of precedence, Customer understands that WWT personnel located globally may perform the Services herein.  

By its issuance of a Purchase Order, Customer expressly acknowledges and approves.

7. Training

If documentation or knowledge transfer is provided in the Service, it shall not include curriculum-based courseware, classroom training, or lab manuals.  

WWT may offer curriculum-based classroom or remote training through a separate engagement.  

8. Third Party Products and Agreements

Customer acknowledges that any Services performed on third party products and systems hereunder may affect the warranties, indemnities, and other terms and conditions related to those products and systems. It is Customer's sole responsibility to determine whether any negation or other modification to such terms and conditions will result from the provision of Services. WWT disclaims any liability under this Section.

9. Customer Responsibilities  

Customer shall designate a single point of contact to whom all WWT communications may be addressed, who has the authority to act on all aspects of the services throughout the duration of the project, and who is available during the scheduled hours of the Service.  

Customer shall provide access to all Customer resources that may be necessary for WWT to perform the Service. This may include:  

a. Access to sites and facilities including for onsite work where applicable, computer equipment, telecom equipment, facilities, workspace, Internet access, and telephone for WWT's use  

b. Onboarding of WWT Personnel to access Customer facilities and systems

c. Configuration templates

d. Customer technical personnel to participate in, support, or direct the WWT Personnel in performance of the Services

e. Customer personnel to resolve issues identified during the performance of Services

f. User accounts for Customer systems with sufficient access to perform the Services 

g. Confirmation of site readiness including cabling, telecom circuits, power, cooling, rack space  

h. Documentation of Customer systems involved in the Service

i. Confirmation that related or dependent systems not directly in scope of the WWT Services are installed, tested, and operational  

j. Supply incidental materials required for the WWT Personnel to perform the Service, such as patch cords and installation hardware, if such materials are not purchased through WWT

k. Confirmation that cabling and telecom circuits are labeled

l. If equipment has been purchased (through a separate order), the destination Customer facilities may require a loading dock  

m. A staging area for unpacking equipment  

n. Customer provided disposal services to remove boxes and packing materials

o. Customer repair of malfunctioning equipment  

p. Information Security requirements before start of Services  

q. Customer completion of security lockdowns to servers, operating system software, network devices, and other equipment before start of Services  

r. For remote services, Customer provided VPN or other suitable remote access  

s. Customer changes to systems that may be related to the Services, such as DNS, DHCP, NTP, LDAP, directories, databases

10. Personnel Safety

If WWT Personnel will be onsite, the parties are proceeding under the assumption that there are no onsite safety hazards. Customer is not required to complete a WWT Customer Safety Assessment Questionnaire ("Safety Questionnaire"). Upon arrival at each site, WWT Personnel will perform a brief visual inspection for onsite safety hazards. If WWT Personnel identify any onsite safety hazard(s), then Customer will complete a Safety Questionnaire, available at wwt.com/csq, for each site or for each group of sites with reasonably similar risks. The parties will address the onsite hazards, personnel safety measures, and any additional requirements through the Change Control process.  

11. Emergency Calling

Regarding enterprise telecommunications technologies including Cisco Collaboration products, as a standard design and implementation practice, WWT will route all emergency services calls (police, fire, medical, rescue) to the municipal Public Safety Answering Point (PSAP) via the Public Switched Telephone Network (PSTN) voice gateway in each physical location. Emergency services calls are defined as calls to either 911 or X911 (where X = local PSTN trunk access code, for example 9911). All telephone instruments equipped with a handset, headset, speakerphone, or TDD/TTY device will be permitted access to both route patterns at all times, regardless of other dialing restrictions in place.

12. Workplace Policies and Procedures for Customer Regulatory Compliance

Before the start of Services, Customer shall provide to WWT, and WWT shall rely on, any applicable policies and procedures required for Customer's regulatory compliance.  

13. Decisions

WWT may provide advice and recommendations, but all decisions are the responsibility of Customer.  

14. Intellectual Property

WWT performs these Services using its intellectual property, skill sets, tools, know-how, and other methodologies, allowing WWT to provide better service to its customers. Therefore, any skill sets, tools, know-how, methodologies, and any other intellectual property rights owned by WWT prior to the start of the Services or subsequently developed by WWT, whether under or independent of the Services for itself, Customer or a third party shall remain in WWT's ownership and shall not become the property of Customer; provided, however, that Customer shall have the right to use such WWT Intellectual Property as necessary to its internal use and enjoyment of the Services.

15. Supply Chain and Integration Services  

For WWT Supply Chain and Integration Services, Customer and WWT shall execute WWT Warehousing Agreement prior to order.  

16. Order of Precedence

Any conflict or inconsistency in terms shall be resolved through the following order of precedence:  

1. WWT Service Description

2. WWT Service Catalog Terms and Conditions  

3. Master Agreement or WWT Standalone Terms, as applicable  

4. WWT Services Quotation  

5. Customer Purchase Order