SERVICE DESCRIPTION: Optus Machine To Machine (M2M) This Service Description forms part of Optus’ Standard Form of Agreement pursuant to the Telecommunications Legislation. This Service Description for the Optus Machine to Machine Service (also known as ‘Optus M2M Service’) comprises the following Parts: Part 1: Service Family Terms (applicable to all Optus M2M Services); and Part 2: Service Option Terms. The Service Option Terms are separate terms applicable to each of the following Optus Machine to Machine Service Options (if any) and are to be read in conjunction with both the General Terms and the Service Family Terms: Optus M2M Service Service Description – Optus Machine to Machine (M2M) Service Page| 1 18 December 2015 SERVICE FAMILY TERMS: Optus Machine to Machine (M2M) Service If there is any inconsistency between the terms of the documents that form the Agreement, they will be interpreted in the following order of precedence: the Standard Pricing Table, the Service Option Terms of the Service Description, the Service Family Terms of the Service Description, the General Terms and the Application, except to the extent of any inconsistency in pricing (in which case the Application overrides the Standard Pricing Table). 1. 1.1. SERVICE FAMILY Service Description: The Optus Machine to Machine Service (also referred to as the ‘Optus M2M Service’ or the ‘Service’) is a carriage and service management solution that allows you to communicate with and manage SIM-enabled devices in the field. 1.2. Optus Group Company The Optus Machine to Machine Service is supplied by Optus Networks Pty Limited (ABN 92 008 570 330), an Optus Group Company. 2. 2.1. SERVICE OPTIONS Current: Optus M2M Service 2.2. Sunset: None. 2.3. Selecting Service Options Some Service Options can only be provided to you on the basis that you also acquire other Service Options. Service Options which are prerequisites to other Service Options are noted in the Service Option Terms as ‘Related Service Options’. Information on prerequisite Service Options is contained in the Application or as advised by Optus when you lodge the Application. 3. 3.1. CANCELLATION FEE Where your Service or Individual Service is cancelled during the Committed Term and a Cancellation Fee is payable under the General Terms, you will need to pay us an amount equal to the net present value of: (a) the profit component of all amounts that would have been payable in respect of the monthly recurring charge for the relevant Individual Service for the remainder of the Committed Term from the date cancellation takes effect; plus (b) all amounts that will be incurred by Optus as a result of the cancellation; plus Service Description – Optus Machine to Machine (M2M) Service Page| 2 18 December 2015 (c) any unavoidable third party costs that will be incurred by Optus, in respect of the relevant Individual Service for the remainder of the Committed Term from the date cancellation takes effect; unless a different formula or a specified amount is otherwise expressly provided in the Standard Pricing Table or your Application. 4. SERVICE FEATURES The availability of service features is dependent on the Service Option you select. Where a service feature is only available for a specific Service Option the relevant service feature will be set out in the Service Option terms. Where an additional charge is applicable, the relevant charge will be set out in set out in the Standard Pricing Table or your Application. 5. 5.1. SUPPLY, USAGE AND IMPLEMENTATION Service Provision (a) Your Application will contain your selected Service Option(s) (if any), a Target Service Start Date (where applicable), the charges and any applicable features and characteristics. (b) Optus will use reasonable endeavours to meet the Target Service Start Date, as set out in the Application, however Optus does not make any warranty, representation or guarantee as to the accuracy of this date. 5.2. Access Connection You need to set up and maintain an Access Connection in order to connect to the Optus M2M Service. This Service Description does not cover the supply of an Access Connection, which you will need to purchase separately to the M2M Service. 5.3. 5.4. Service Implementation (a) Optus may vary the Service or any term of this Service Description if reasonably required to do so for technical, operational or commercial reasons. (b) Optus may change the Access Method at any time without adjusting the charges. Equipment used with the Service (a) To access the Service using a remote machine-to-machine asset, you will need a Wireless Device.: (b) The Wireless Device must be certified with the A-tick compliance mark provided by the Australian Communications and Media Authority and must be: (i) an external device such as a PC Data Card, USB modem, wireless router or tethered modem that connects to your machine to machine asset; or (ii) an embedded module within your machine to machine asset. Service Description – Optus Machine to Machine (M2M) Service Page| 3 18 December 2015 5.5. (c) As part of the Service, you may choose to purchase an Approved Wireless Device from Optus or one of its partners. (d) You can request a list of Approved Wireless Devices from your account executive or by contacting Optus Customer Care. (e) Alternatively, if you have your own wireless modem or mobile device you may choose to use it with the Service. You are responsible for the configuration, operation and repair of any equipment that you provide for use with the Service. M2M Service restrictions (a) You will not be issued with a MSISDN (Mobile Subscriber Integrated Services Digital Network-Number) for use with the Service and, as such, any service number allocated will not be available for mobile number porting. (b) The Service is only available for use with new SIM connections. The Service does not include and does not support the migration of existing mobile data services to the M2M Service. (c) The Service does not allow you to access your private enterprise IP data network using a Remote Device in your M2M Fleet unless you have wireless IP VPN access enabled for that Remote Device. (d) The Service also cannot be used for Remote Devices in your M2M Fleet that are overseas unless you have: (e) 6. 6.1. (i) the option of international roaming included in your pricing plan on your Optus Machine to Machine Application; and (ii) the Remote Device has roaming activated; and (iii) the Remote Device is compatible with the network availability in your roaming location. Optus cannot guarantee that the Optus M2M Service can be used successfully with Remote Devices that are overseas. International roaming is not available in all countries or in all areas of countries. The countries in which international roaming is available may change from time to time. Furthermore, some wireless modems or modules only operate with the networks of certain countries. For further information, please contact your account executive or Optus Customer Care. SERVICE AVAILABILITY Service Availability Availability of the Service depends on and is subject to location, the configuration and limitations of the Optus Network and Supplier Networks, and the Access Method used to deliver the Service. 7. 7.1. FAULT REPORTING Faults Service Description – Optus Machine to Machine (M2M) Service Page| 4 18 December 2015 8. 8.1. 9. (a) As soon as you become aware of any Fault in the Service, you should undertake your own initial fault investigation by utilising the “Spotlight” and “Diagnostic” functions within the Optus M2M Control Centre. These functions allow you to identify key connectivity issues that you may be able to resolve yourself. Instructions on how to use these functions can be found under the “Resources” tab in the Optus M2M Control Centre. (b) If you are unable to rectify the issue, you must report the Fault to Optus by telephoning the number notified to you by Optus from time to time. The number will be available 24 hours a day, 7 days a week. You must provide Optus with all necessary information and assistance to enable verification of the location, and rectification, of any Fault. (c) Before reporting a Fault to Optus, you must take all reasonable steps to ensure that the Fault is not attributable to an Excluded Event. If Optus determines that the Fault is attributable to an Excluded Event, Optus may charge you for reasonable costs incurred in the investigation of the Fault, and if you require Optus to rectify the Fault attributable to the Excluded Event. (d) Where Optus determines that the Fault is an Excluded Outage or a Service Outage, Optus will use reasonable endeavours to rectify the Fault as soon as is reasonably practicable. The Fault will be rectified when Optus notifies you that the Excluded Outage or the Service Outage has been resolved. Optus may notify you via telephone call, voice message, fax, e-mail or text message. (e) Additional conditions, if any, regarding fault management applicable to only one or more Service Options are set out in the relevant Service Option Terms. OPTUS OBLIGATIONS AND REQUIREMENTS Optus is entitled to conduct Routine Maintenance without prior notice to you, in accordance with the following conditions: (a) Optus requires outage windows to be available for Routine Maintenance from 2am to 6am every Monday morning, to be used at the discretion of Optus (“Outage Windows”); (b) the target maximum impact to the Service during each Outage Window if used for Routine Maintenance is 10 minutes; and (c) the maximum total outage to you due to Routine Maintenance conducted during Outage Windows for any calendar month is targeted to be no more than 30 minutes. YOUR OBLIGATIONS AND REQUIREMENTS 9.1. In using the Service, you must comply with Optus’ Acceptable Use Policy and any rules imposed by any third party whose Content or services you access using the Service or whose network your data traverses. 9.2. The Service does not include, and Optus is not responsible for, any configuration of the equipment that you use in connection with the Service. This includes the configuration of any wired or wireless connectivity that may be supported by the equipment that you use in connection with the Service. 9.3. You are responsible for ensuring that the equipment you want to use with the Service is correctly configured. Service Description – Optus Machine to Machine (M2M) Service Page| 5 18 December 2015 9.4. You may only authorise named administrators and/or End Users to use the Service. You must keep an up-to-date register of these authorised personnel and make it available for Optus’ inspection at all times on request. 9.5. You must carry out initial diagnostics and resolution of network connectivity faults in Remote Devices using the Optus M2M Control Centre. 10. SPECIAL CONDITIONS 10.1. Offshore Access To Information. The Service relies for its operation on services supplied by third parties who are not controlled by Optus. Elements of the Service are hosted in the United States of America and as such information relating to you and your use of the Service will be hosted on servers outside Australia. This information may include your company name and address, administrator name and email, Service usage details, and billing data. In using the Service, you and your personnel consent to disclosure of this information to the relevant third parties at location outside of Australia. 10.2. For further information about privacy, please refer to the Optus Privacy Policy available on the Optus website. 11. RELEVANT APPENDICES Optus M2M Standard Pricing Table 12. 12.1. DEFINITIONS Terms not defined in these Service Family Terms are as defined in the General Terms, unless inconsistent with the context. Access Connection means any connection between your nominated equipment and our Provider Edge Routers in an Optus exchange. Access Method means the Access Connection method used to deliver the Service. Administrator means the primary customer contact responsible for issuing and maintaining End User access to the Optus M2M Control Centre. Approved Wireless Device means a wireless modem or a wireless module, tested and approved by Optus for Use with the Service. A-Tick is a compliance mark produced by the Australian Communications and Media Authority (the ACMA) for telecommunications items. The A-Tick indicates that an item is compliant with the mandatory technical standards and can legally be connected to a telecommunications network. For more information on A-Tick see: www.acma.gov.au Authorised Operational Contact means a contact nominated by you from time to time as authorised to make enquiries into your Optus Machine to Machine Service. Excluded Event means a breach of the Agreement by you, an act or omission of you or any of your Personnel or an End User, or a failure of your equipment. Service Description – Optus Machine to Machine (M2M) Service Page| 6 18 December 2015 Excluded Outage means Scheduled Maintenance, Routine Maintenance, Service Degradation, Excluded Event and/or Force Majeure Event. Fault means a fault in the network connectivity of a Remote Device to the Service; Force Majeure Event affecting a party means any event outside that party’s reasonable control, and includes failure or fluctuation in any electrical power supply, failure of air conditioning or humidity control, electromagnetic interference, fire, storm, flood, earthquake, accident, war, labour dispute (other than a dispute solely between that party and its own Personnel), materials or labour shortage, the change or introduction of any law or regulation (including the Telecommunications Legislation) or an act or omission of any third party or any failure of any equipment owned or operated by any third party (including any Regulator, but excluding a Subcontractor). Minimum Monthly Charge means the minimum monthly charge for the Service payable from expiry of the Ramp Up Period during the remainder of the Committed Term of the Agreement, as set out in the Application. Optus M2M Fleet means the SIM connections residing in your Optus M2M Control Centre inventory. Outage Window has the meaning given to it in clause 7.1(a); Ramp Up Period means the ramp up period specified in your Application, commencing on the Service Start Date; Related Service Options means those Service Options that are pre-requisites to obtaining the relevant Service; Remote Device means any a wireless modem or a wireless module connected to the Service for the purpose of obtaining access to your private enterprise IP data network, as specified in the Application. Routine Maintenance means maintenance conducted on the Optus Network during the Outage Windows. Scheduled Maintenance means any maintenance Optus deems necessary as notified to you by Optus from time to time that is carried out between 11:00pm and 7:00am Australian Eastern Standard Time and does not include Routine Maintenance. Service Description means the Service Family Terms and Service Option Terms. Service Degradation means any degradation in the availability and/or performance of the Service that does not render the Service unusable or significantly affect the operation of the Service. Service Family means all Service Options and Associated Services that collectively form the Optus Machine to Machine Service. Service Family Terms mean the terms set out in Part 1 of this Service Description. Service Options means the available service options identified at the beginning of this Service Description. Service Option Terms mean the terms applicable to each Service Option as set out in Part 2 of this Service Description. Service Description – Optus Machine to Machine (M2M) Service Page| 7 18 December 2015 Service Outage occurs when there is a loss of connectivity over the Optus Network solely caused by Optus' act or omission and that is not an Excluded Outage. SIM means a subscriber identity module embedded in, or used with, a device that identifies and authenticates the device as a user on a mobile telecommunications network; Target Service Start Date means the date requested by you and/or estimated by Optus and agreed between the parties, as the target date on which the service is intended to be activated and supplied to you, as specified in the Application. Service Description – Optus Machine to Machine (M2M) Service Page| 8 18 December 2015 SERVICE OPTION TERMS Service Option: Optus M2M Service This Service Option forms part of Optus Machine to Machine (M2M) Service. The Optus Machine to Machine Service Description comprises the following Parts: Part 1: Service Family Terms (applicable to all Optus M2M Services); and Part 2: The Service Option Terms. The Service Option Terms are separate terms applicable to each of the Optus M2M Service Options and are to be read in conjunction with both the General Terms and the Service Family Terms. 1. DESCRIPTION OF THE SERVICE OPTION 1.1. The Optus Machine to Machine Service (also referred to as the ‘Optus M2M Service’ or the ‘Service’) is a carriage and service management solution that allows you to communicate with and manage SIM-enabled devices in the field. 1.2. The Optus Machine to Machine Service includes the following components: 2. Optus Machine to Machine mobile data connectivity Sim card or sim chip Optus M2M Control Centre access. Third Party Software The Optus M2M Control Centre includes the use of a third party software solution. The licensor of the relevant third party software is Jasper Wireless, Inc. All users of the Optus M2M Control Centre must accept and comply with Jasper Wireless’ terms of service. These terms are available to users during the login in process when first accessing the Optus M2M Control Centre. 3. RELATED SERVICE OPTION None 4. SERVICE CHARGES (a) The charges for the Service are set out in your Application, and are incurred from the Service Start Date. The Service Start Date is deemed to be, the date on which the SIMs ordered under your Application have been dispatched and loaded by Optus into your Optus M2M Control Centre inventory. (b) Where your Application specifies a Minimum Monthly Charge for the Service, this Minimum Monthly Charge will apply once the Ramp Up Period has ended. Service Description – Optus Machine to Machine (M2M) Service Page| 9 18 December 2015 (c) 5. 5.1 Unless otherwise agreed between the parties, charges shall revert to the standard charges set out in the Optus M2M Service Standard Pricing Table after the Committed Term on 30 days’ notice from Optus to you. DESCRIPTION OF OPTUS M2M SERVICE FEATURES Optus Machine to Machine mobile data connectivity The Optus M2M Service allows a machine-to-machine asset (such as a connected vehicle, meter or payment device) in locations covered by the Optus Mobile Network, to connect to your private enterprise IP data network or to the public internet. 5.2 5.3 5.4 The speed of the Optus M2M Service will depend on data transfer speeds and factors including: (a) The type of Optus Mobile network used to connect to the Optus M2M Service. For example you may obtain faster data transfer speeds on the Optus 3G network compared to the Optus GPRS Network; (b) The type of wireless modem or mobile device used to connect to the Optus M2M Service; (c) The location of the wireless modem or device when using the Optus M2M Service; (d) The number of users sharing the Optus Mobile network; (e) The speed of the connection chosen between the Optus Mobile network and your private enterprise IP data network; (f) general private enterprise IP data network activity; (g) the speed and capacity of the server or application you access within your private enterprise IP data network; and (h) the speed and capacity of your internet connection. SIM card or SIM chip (a) You must use a SIM provided by Optus in each of the Remote Devices that you use with the Optus M2M Service. These Optus SIMs comprise the Optus M2M fleet that are managed through your Optus M2M Control Centre inventory. (b) The Service allows you to send SMS messages to and from the Optus M2M Control Centre and your Optus Machine to Machine fleet. (c) The Service does not support and you cannot send SMS messages to and from the Optus M2M Control Centre and any other mobile service outside your Optus Machine to Machine fleet. Optus M2M Control Centre access Service Description – Optus Machine to Machine (M2M) Service Page| 10 18 December 2015 The Optus M2M Control Centre is a cloud-based software platform that provides you with self-serve functions enabling you to manage the Remote Devices in your Optus M2M Fleet. Features include: • Multi-tiered access and privileges • Automated provisioning • Real-time data • Network diagnostics • Rules-driven automation • Web-services API To access the Optus M2M Control Centre, you will require internet connectivity and a compatible web browser. Service Description – Optus Machine to Machine (M2M) Service Page| 11 18 December 2015