Nepean Networks SD‑WAN Terms of Service and Service Level Agreement

Version: 1.0
Effective Date: [09/05/2025]

Applies to:
Nepean Networks Pte. Ltd. (Singapore) and its associated companies Fusion Broadband Pty Ltd (Australia) and Fusion Broadband South Africa (Pty) Ltd (collectively, “Nepean Networks”, “we”, “us”, “our”).

Part I: Terms of Service

1. Acceptance

By subscribing to or using our SD‑WAN services, you (“Customer”) agree to these Terms of Service (“Terms”). If you do not accept these Terms, do not use the service.

2. Service Description

Nepean Networks provides a managed software-defined WAN platform, including security integration, monitoring, and support (the “Service”). Underlying broadband or Internet access circuits used by the Customer to connect to the SD-WAN are not provided by Nepean Networks and are the sole responsibility of the Customer. Failures or degradation of those circuits do not constitute Service Downtime, a breach of this Agreement, or generate any SLA credit.

3. Customer Obligations

• Provide accurate billing and contact information.

• Maintain any on‑premises hardware, power, and local Internet circuits.

• Comply with our Acceptable Use Policy (see Appendix A).

• Permit access for installation, maintenance, and troubleshooting.

4. License & Access

We grant Customer a non‑exclusive, non‑transferable right to access and use the Service during the Term. All rights not expressly granted are reserved.

5. Fees & Payment

• Fees are as set forth in the Service Order.

• Invoices are due within 30 days of receipt.

• Late payments incur interest at 1.5% per month or the maximum permitted by law.

6. Term & Termination

• Term: Initial term as stated in Service Order, automatically renewing for like periods unless either party provides 30 days’ notice prior to renewal.

• Termination for Cause: Either party may terminate if the other materially breaches and fails to cure within 30 days of notice.

• Effects: Upon termination, Customer’s access is revoked; outstanding fees remain due.

7. Intellectual Property

All software, documentation, and trademarks remain our property. Customer acquires no ownership rights under these Terms.

8. Confidentiality

Each party agrees not to disclose the other’s Confidential Information. “Confidential Information” includes non‑public business, technical, or financial data.

9. Warranties & Disclaimer

• Customer Warranty: You warrant lawful use of the Service and compliance with laws.

• Our Warranty: We warrant the Service will materially conform to documentation.

• Disclaimer: Except as set forth, the Service is provided “as‑is”. We disclaim all other warranties to the maximum extent permitted by law.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable to the other for any indirect, incidental, special, punitive, exemplary, or consequential damages, including but not limited to lost profits, loss of revenue, loss of business, loss of data, or business interruption, arising out of or related to the Service, even if advised of the possibility of such damages.

• The aggregate liability of either party for all claims arising out of or relating to these Terms shall not exceed the total fees paid or payable by Customer to Nepean Networks under the applicable Service Order during the twelve (12) months preceding the event giving rise to the liability.

11. Indemnification

Customer shall indemnify, defend, and hold harmless Nepean Networks, its affiliates and their respective officers, directors, employees, agents, and representatives (collectively, the “Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

1. Customer’s use or misuse of the Service;

2. Customer’s breach of these Terms;

3. Customer’s negligence or willful misconduct; or

4. Any third-party claims related to Customer-provided content, equipment, or connections.

12. Governing Law & Dispute Resolution. Indemnification

Customer shall indemnify and hold harmless Nepean Networks from claims arising out of Customer’s misuse of the Service or violation of laws.

12. Governing Law & Dispute Resolution

These Terms are governed by the law specified in your Service Order (e.g., Singapore law for Nepean Networks Pte. Ltd.). Disputes shall be resolved by arbitration in that jurisdiction.

13. Changes to Terms

We may modify these Terms with 30 days’ notice posted on our website. Continued use after notice constitutes acceptance.

Part II: Service Level Agreement (SLA)

1. Definitions

• “Service”: SD‑WAN connectivity, management, and support as defined above.

• “Downtime”: Periods when the Service is unavailable, measured at our edge nodes.

• “Monthly Uptime Percentage”: ((Total minutes in month – Downtime minutes) ÷ Total minutes in month) × 100%.

• “Excused Downtime” Any outage or unavailability of the Service due to Scheduled Maintenance, force majeure events, Customer-caused issues (including Customer’s broadband circuit failures or Internet access outages), or upstream carrier failures beyond our direct control.

2. Uptime Commitment

Nepean Networks guarantees 99.9% monthly uptime for the Service, excluding Excused Downtime.

Monthly Uptime ≥ 99.9%	< 0.1% downtime	No credit
99.0% – 99.9%	0.1% – 1.0%	5% credit
< 99.0%	> 1.0%	10% credit

Credits apply to monthly recurring fees only, up to 100% of the fee.

3. Measurement & Reporting

• Measurement Point: Core PoPs and edge gateways.

• Customer Reporting: To request a credit, open a support ticket within 5 business days of incident, providing incident details.

4. Scheduled Maintenance

• Notification: ≥48 hours in advance via email.

• Window: Off‑peak hours (10pm–4am local).

• Excused: All downtime within maintenance windows.

5. Support & Response Times

Severity	Definition	Initial Response	Resolution Target
Critical	Total outage; business critical impact	1 hour	4 hours
High	Major degradation; significant feature impairment	2 hours	1 business day
Medium	Partial degradation; non‑critical issues	4 hours	3 business days
Low	General inquiries; minor cosmetic issues	1 business day	5 business days

Support via email (support@nepeannetworks.com) or phone ([PHONE]).

6. Exclusions

No credits for:

• Customer‑caused issues or changes

• Third‑party service failures

• Force majeure events

• Security incidents where standard defense applies

• Any malfunction, failure, or performance degradation of hardware platforms or appliances (including devices provided by Nepean Networks); those are governed by separate warranty terms

7. Modification. Modification

We may update this SLA with 30 days’ notice. If you do not accept material changes, you may terminate the Service without penalty before they take effect.