Schedule No. 1 to Master Hosted Services Agreement between Rural Cellular Corporation and Ericsson Inc.
This agreement, effective April 25, 2007, is between Rural Cellular Corporation and Ericsson Inc. It outlines the terms for Ericsson to provide SMS Hosted Managed Services to Rural Cellular, including service descriptions, performance standards, and payment terms. The agreement replaces prior arrangements and is valid until August 11, 2009, with options for renewal or early termination under specified conditions. Ericsson will assist with service transition if needed, and Rural Cellular agrees to pay setup and monthly fees based on usage. Both parties have defined responsibilities and procedures for service changes and dispute resolution.
Exhibit A1 SMS Hosted Managed Service Description | ||
Exhibit A2 Responsibility Matrix | ||
Exhibit A3 Key Performance Indices and Quality of Service | ||
Exhibit A4 Acceptance Documents |
a) | Subscriber means a subscriber of Customer who is provisioned as an SMS subscriber within the subscriber database associated with the SMSC hosted by Ericsson. | ||
b) | Successful SMS Message means either an MO (Message Out) or MT (Message terminating) that is successfully processed by the Ericsson SMSC and for which a delivery confirmation message is generated. | ||
c) | OTA Message means IRDB, NAM programming, GSM OTA messaging and PRL messages sent to the Subscribers handset via the SS-7 network. | ||
d) | Successful OTA Message is defined as an OTA Message for which a positive acknowledgement (ANSI 41C cause code 00) is received from the Subscribers handset. | ||
e) | Customer Legacy MMS Subscriber is defined as any Subscriber that does not have a MMS-capable handset or access to any MMS features, which includes but may not be limited to, Subscribers with TDMA handsets; CDMA non-MMS capable handsets; CDMA MMS capable handsets without the Pictures2Go feature; GSM non-MMS capable handsets; GSM MMS capable handsets without Pictures2Go; and Analog handsets. |
Page 1 of 24
a) | The parties acknowledge that Customer has paid to Ericsson an initial one-time SMS Fee of $ *** (the Initial SMS Fee), and an initial one-time overhead message set-up fee for TDMA and CDMA handsets of $ *** (the Initial OM Fee) which fees include (i) the cost of configuration and dimensioning changes to Ericssons SMSC Node to support Customers Hosted Managed SMS Service, (ii) the cost of providing interconnection for inter-carrier SMSs and (iii) any costs incurred by Ericsson to support Customer Legacy MMS Subscribers on the Ericsson MMS platform via the Ericsson SMSC node. | ||
b) | The parties agree on the Acceptance Test Plan set forth in Exhibit A4. On October 26, 2006 the parties acknowledged in writing that the SMS Hosted Managed Service had been accepted by Customer (Acceptance). | ||
c) | Following the second full calendar month after Acceptance, Customer will pay Ericsson a monthly SMS Message Fee according to the fee structure set forth below (the Monthly Fee). |
Page 2 of 24
Successful SMS | Price per Successful | |
Messages Per Month | SMS Message | |
0 - *** | $ *** | |
*** - *** | $ *** | |
Over *** | $ *** |
d) | A monthly OTA Message Fee of $ *** per Successful OTA Message. | ||
e) | A surcharge of $ *** will be added to each message handed off to an inter carrier provider for international delivery. | ||
f) | Customer is responsible for providing transmission and transport connectivity to the Ericsson NMC. |
a) | Within thirty (30) days of receipt by Ericsson of the Forecast, Ericsson will provide Customer with forecasted requirements for signalling and transport links. | ||
b) | Ericsson shall provide necessary operational support, integration, testing, and troubleshooting as defined in accordance with Exhibit A1 and Exhibit A2. | ||
c) | Ericssons SMS Hosted Managed Services will comply with all applicable government regulations. |
Page 3 of 24
d) | Ericsson will provide access to Customer to associated Ericsson sponsored user groups, development conferences, and ad hoc meetings. | ||
e) | SMS functionality and features made generally available to Ericssons customer base (i.e., not custom developed) shall either be included as part of the SMS Hosted Managed Services, or if developed and generally offered to Ericssons customer base in the future, shall be made available to Customer under competitive terms and conditions. | ||
f) | Subject to the provisions set out in the first two sentences of Section 14 (d) of the HMS Agreement, Ericssons delivery of the SMS Hosted Managed Services shall not require additional equipment purchases by Customer within the System. |
a) | Customer will be responsible for establishing the agreements necessary to provide content and support for that content in the SMS Hosted Managed Services. Ericsson will integrate the third party links on to the System in accordance with the provisions of this Schedule. | ||
b) | The SMS Hosted Managed Services may contain third party content and applications or links to third party Web sites, content or applications (Linked Material). The Linked Material is not under the control of Ericsson and Ericsson is not responsible for the contents of any Linked Material, including without limitation, any link contained in Linked Material, or any changes or updates to a Linked Material. Ericsson is not responsible for any form of transmission received from any Linked Material nor is Ericsson responsible if the Linked Material is not working appropriately. Ericsson will provide the links to Customer and to Subscribers at Customers request and subject to the payment by Customer of the appropriate fee, which fee shall be based on Ericsson current rates for time and materials. The inclusion of any Linked Material does not imply endorsement by Ericsson of the site or any association with its operators. Customer and the Subscribers are responsible for viewing and abiding by the privacy statements and terms of use posted on the Linked Material. |
SIGNED for and on behalf of Rural Cellular Corporation | SIGNED for and on behalf of Ericsson Inc. | |||
/s/ Ann Newhall | /s/ Brian Mihelich | |||
Name: Ann Newhall | Name: Brian Mihelich | |||
Title: Chief Operating Officer | Title: VP Sales | |||
Date: April 25, 2007 | Date: April 27, 2007 |
Page 4 of 24
o | Mobile to Mobile SMS between Customers (GSM, TDMA and CDMA networks) | |
o | Mobile to email | |
o | Email to Mobile via an email gateway | |
o | Web to Mobile via an email gateway | |
o | Interconnection to other operators for SMS | |
o | Interconnection with content and service providers via SMPP | |
o | Integration with hosted MMS System for delivery of MMS and legacy notifications to Customers Subscribers | |
o | Interconnection for MT Pages via TAP | |
o | Integration to the EPP provisioning tool | |
o | Host Utext.com application |
Short Message Service provides the end user the ability to send or receive text messages of up to 160 characters. The standard offering includes: |
1. | Long SMS with up to 4 concatenated messages. Long SMS must be supported by the mobile phone of the user to function | ||
2. | An email gateway to process emails | ||
3. | Interoperability between operators via a third party | ||
4. | International delivery via a third party | ||
5. | Standard CDR recordings that keep track of message delivery | ||
6. | Encryption of messages across the network |
Page 5 of 24
At no additional cost to Customer, Ericsson will expand the scope of the standard SMS services to meet the requirements stated below: | ||
Initial connectivity for up to 10 content providers to be identified by Customer. Customer may add additional content providers pursuant to the Change Request Procedures set forth in Exhibit B to the HMS SOW. . | ||
Connectivity to paging companies to support Mobile Terminating pages using TAP. | ||
Connectivity to Ericsson MMC to process MMS alerts | ||
Ericsson will provide overhead messaging functionality for TDMA and CDMA subscribers. | ||
Integrate the SMSC provisioning parameters within the EPP tool if required | ||
Provide CDRs in ASN.1 and ASCII format to Customers billing system daily via FTP | ||
EMS (IS 637 B) functionality support except for legacy NOKIA handsets that use the NSM (Nokia Smart Messaging) protocol. | ||
Ericsson will utilize the intelligent routing feature to ensure that the proper teleservice code is identified for message delivery | ||
Ericsson will implement mobile level block if requested by Customer to prevent SPAM. Ericsson also limits messages per second that are allowed from the content providers as a precaution against SPAM. The parties agree to take all reasonable steps to prevent SPAM, including but not limited to modifications to hardware or software components on their respective networks. | ||
Utext.com: | ||
At no additional cost to Customer, Ericsson will develop an application for sending and verifying sent SMS messages from a web page. The functionality provided by that application is as follows: |
| Web page application to send and verify short messages (i.e. SMS message) to Subscribers. | ||
| The web page application is accessible by any user on the Internet. | ||
| The application allows the option for a login if the Subscriber has decided to accept messages from only registered users. | ||
| The application will have the capability to check the status of all messages submitted within the last 7 days. | ||
| The application will have the ability to create an alias for a phone number. This is available for Customer Subscribers only. |
Page 6 of 24
| The application will support group messaging, which functions much in the way of an Outlook Distribution List. The Subscribers will have the ability to create/modify/remove the group lists they create. | ||
| The About UText, UText Shorts, Demo, and Introduction are all hosted by Customer and will remain as such. | ||
| The top and bottom frame of the UText platform are hosted by Customer and will remain as such. |
Ericsson will maintain this application at Ericsson facility and provide a web link from Ericsson to the webpage of Customer site. | ||
Customer will provide the web page source and the links to the pages listed on the top frame and the bottom frame of the existing Utext web site |
Migration Plan: |
At no additional cost to Customer, Ericsson will plan and complete the following actions with Customer to ensure a migration that minimizes the risk of service description: |
1. | Define CDMA subscribers in the SMSC | ||
2. | SMSC routing tables will be configured to point to TDMA as default technology and GSM as an alternative for intelligent retry for specific number ranges | ||
3. | SMSC address will be updated in connecting systems via SMPP | ||
4. | Customers OTA service will be utilized to modify handset addresses for GSM subscribers | ||
5. | Customer will modify TDMA and CDMA MSCs to point to the new SMSC |
Page 7 of 24
Item Number | Description | |||||||
1. Reports | The following SMS reports will be available to Customer at no additional cost | |||||||
1 | ) | Number of SMSs processed at the close of business on the 15th day of every month; and | ||||||
2 | ) | Message Types that include: Text Messages, Mobile originate to email, Interop (mobile originated to outside network), message from mobile, Ring tone transport (Packets sent) | ||||||
3 | ) | Message Source that includes: Messages from web application, messages arrived from email, messages (packets) from content providers, messages from mobiles | ||||||
4 | ) | As part of the OTA services the following message types will be made available: NAM download, alpha tag, PRL and GSM OTA messaging and IRDB. The following message sources will be reported: NAM downloads, IRDB, Alpha tag, PRL and GSM OTA messaging | ||||||
5 | ) | Status report will include total successes and failures | ||||||
Additional reports can be made available based on Customer requirements |
Page 8 of 24
| Log faults and alarm handling activity. | |
| Handle alarms according to instructions in SMS library. | |
| Investigate reported faults by using SMS library and normal diagnostic functions, with assistance from Ericssons Support Center. | |
| Correct all faults, with assistance from Ericssons Support Center, if necessary. | |
| Issue customer support requests (CSRs) to Ericssons Support Center. | |
| Communicate Fault Management and Recovery progress to Customer. | |
| Coordinate troubleshooting activity with Customers Network Operations Center (NOC). |
| Regularly execute scheduled security and database recovery backups. | |
| Implement software updates and enhancement packages into the System. | |
| Back up the SMS System data nightly. Ericsson will maintain the backup operational data for sixty (60) calendar days. After sixty (60) calendar days the backup data will be destroyed. |
| Unretrieved end user data will expire after three (3) days. | ||
| Data included in the backup consists of: |
o | Call Data Records o Subscriber Database (provisioning information only) | ||
o | System configuration data |
| All preventive maintenance specified by any third party hardware/software component of the System. | |
| Validity testing of security and database backups. |
Page 9 of 24
| Monthly preventive inspections and maintenance of the System, including general adjustments and cleaning. | |
| General System fault software correction maintenance. | |
| Replacement of faulty hardware units. |
Severity | Description | |
EMERGENCY | Customer is effectively unable to provide the SMS Service to its Subscribers. | |
Examples: | ||
A complete outage of critical service | ||
A reoccurring temporary outage of a critical service | ||
Inability to provision a critical service | ||
Loss of substantial billing data | ||
Substantial inability to service Subscriber help requests | ||
HIGH | The ability of Customer to provide the SMS Service is significantly limited or degraded and/or the SMS system is interrupted and restored but a high risk of reoccurrence of the fault exists) | |
Examples: | ||
A significant degradation of a critical service occurs | ||
Results of critical services are materially different from those described in the product definition | ||
MEDIUM | Problems or disturbances affecting a specific area of functionality, but not the whole system. | |
Examples: | ||
Degraded performance or incorrect behavior of a specific area of functionality, but not the whole system. | ||
Recent modifications cause services to operate in a way that is materially different from those described in the product definition for non-essential features | ||
LOW | General consultation and minor problems that have a minor effect on the functionality of the product. Problem encountered; irritant; minimal impact to business operation process. | |
Examples: | ||
Faults that do not disturb traffic or cause any loss of service such as incorrect System printouts, documentation faults, and minor design imperfections. Operational questions. | ||
A small system delay occurred, but no loss of data is experienced | ||
A minor application error | ||
occurred Documentation errors. |
Page 10 of 24
Remedy | Restoration | Response | ||||||
Severity | Accuracy | Time | Time | Time | ||||
Emergency | 90 % | 6 Hours | 10 Days** | 30 min | ||||
High | 70 % | 12 Hours | 15 Days** | 30 min | ||||
90 % | 24 Hours | |||||||
Medium | 90 % | 36 Hours | 30 Days** | 45 min | ||||
Low | 90 % | 7 Days** | 60 Days** | 8 Hours* |
* | Working hours | |
** | Working Days |
Accuracy is the percentage of problems that Ericsson will handle within the times stated. | ||
Remedy means the restoration of normal service through a workaround or other temporary fix. The fault has been solved but a final solution is not yet in place. | ||
Remedy Time is the time from when a fault is acknowledged until a Remedy has been found. | ||
Restoration Time is the time from when a fault is reported to the Ericsson until final resolution of the fault. | ||
Response Time is the time from when a fault is reported to Ericsson until acknowledgement of the event. Measuring of response time will be done in hours and minutes. | ||
Working Days are Monday to Friday, US holidays excluded. | ||
Working Hours are 8:00 am to 5:00 pm Central Standard Time on a Working Day. |
Page 11 of 24
Page 12 of 24
Domains | ||||||||||||
Network Operation | ||||||||||||
& Maintenance | Planning and Design | Implementation | ||||||||||
Processes | | Operations Management and Control | | Service Performance and Capacity Management | | Service Capability Delivery | ||||||
| Service and Network Assurance | | Customizations |
Page 13 of 24
Responsibilities | ||||||||
SYSTEM HOSTING | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Facilities and Transmission | R | R | ||||||
Intra SMS node transmission | R | |||||||
Deliverables | ||||||||
SMS to Core Network Connectivity | R | S/I | Transmission |
Responsibilities | ||||||||
MANAGEMENT AND REPORTING | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Operations management | S/I | R | ||||||
Operations performance reporting | S/I | R | ||||||
Deliverables | ||||||||
SMS Service Performance Report | I | R | Customer may audit results | |||||
SMS Network Status Report | I | R | Customer may audit results |
Page 14 of 24
Responsibilities | ||||||||
CONTINUOUS IMPROVEMENT | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Continuous control and evaluation of processes and procedures | R | R | Customer responsible for dedicated resource/interface to process | |||||
Operations quality performance and control | S/I | R | ||||||
Deliverables | ||||||||
Provide Core Network Deployment plan | R | S | Material to SMS | |||||
Update of relevant documents | I | R |
Responsibilities | ||||||||
OVERALL SMS NETWORK PLANNING AND CONTROL | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
High level planning | I | R | ||||||
Configuration control | I | R | ||||||
Deliverables | ||||||||
Reliable records of SMS network configuration | R |
Page 15 of 24
OPERATIONS CAPABILITY | Responsibilities | |||||||
MANAGEMENT | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Interface management | S | R | ||||||
Support systems and communication management | R | |||||||
People support and scheduling | R | |||||||
Workplace facilities support | R | For NMC | ||||||
Security management | I/R | R | Customer responsible for Provisioning and Billing | |||||
Secure storage of all data backup tapes | R | R | Customer responsible for Provisioning and Billing | |||||
Deliverables | ||||||||
Working Level Agreement with Customer | R | R | ||||||
Security policy for SMS managed services | I | R | ||||||
Data backup log | R | R | Customer responsible for Provisioning and Billing | |||||
Disaster recovery plan for SMS system | R | R |
Page 16 of 24
3 | Service And Network Assurance | |
3.1 | Service Quality Management |
Responsibilities | ||||||||
SURVEILLANCE | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Network Monitoring | I | R | ||||||
Complaint Handling (support to Customer Care) | I/R | S | ||||||
Event Logging and Administration | I | R | ||||||
Deliverables | ||||||||
SMS System Status Report | I | R | ||||||
Trouble Reports | I | R | ||||||
Event Logs | I | R |
MAINTENANCE AND | Responsibilities | |||||||
REPAIR | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
On-site maintenance | R | |||||||
Inventory, management of spare parts and fault part handling | R | |||||||
Deliverables | ||||||||
Maintenance plan | I | R | ||||||
Preventive maintenance | R | Not applicable when performed as scheduled maintenance |
Page 17 of 24
Responsibilities | ||||||||
SERVICE QUALITY MANAGEMENT | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Quality performance assessment short term | I | R | ||||||
Quality performance optimization | R | |||||||
Deliverables | ||||||||
SMS System Status Report to Customer | I | R | ||||||
Action Plan when required | I | R |
Responsibilities | ||||||||
PROBLEM MANAGEMENT | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Problem Analysis and Fault Localization | R | |||||||
Service problem management | R | |||||||
SMS Network problem management | R | |||||||
Deliverables | ||||||||
Problem categorized | R | R | Based on party opening TT | |||||
Problem recorded in Trouble Ticket | I/R | R/I | Based on party opening TT | |||||
Customer management notified of service-affecting problems | I | R | ||||||
Customers management informed of serious problems | I | R | ||||||
Define and implement problem resolution | I | R | ||||||
Detailed report on problem resolution | I | R |
Page 18 of 24
RESOURCE DATA COLLECTION AND | Responsibilities | |||||||
CONTOL | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Performance data management | R | |||||||
Transfer of billing data (CDRs) to Customer billing platforms | R | S/I | ||||||
Assurance of billing data dispatch (CDR) | R | |||||||
Deliverables | ||||||||
Performance data stored | I | R | ||||||
Billing data (CDRs) delivery | R | S |
Responsibilities | ||||||||
SYSTEM UPGRADE MANAGEMENT | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Product release information Ericsson SMS System | I | R | ||||||
System upgrade Ericsson SMS System | I | R | ||||||
Deliverables | ||||||||
Product documentation Ericsson | I | R | ||||||
System upgrade implementation plan Ericsson SMS System | I | R |
Page 19 of 24
4 | Service Performance and Capacity Management |
Responsibilities | ||||||||
SERVICE PERFORMANCE | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Performance assessment long term | I | R | ||||||
Performance optimization | R | |||||||
Performance assessment reporting | R | |||||||
Deliverables | ||||||||
Suggestions for capacity expansions | I | R | ||||||
Suggestion plan for optimization | I | R | ||||||
Performance report for Customer | I | R |
Responsibilities | ||||||||
SERVICE CAPACITY PLANNING | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Subscriber Forecasting | R | I | ||||||
Service Capacity Planning | S | R | ||||||
Deliverables | ||||||||
Subscriber Forecast Projection Report | R | I | ||||||
Expansion Plans (matching traffic forecasts) | I | R | ||||||
Nominal Plan Update Suggestion | I | R |
Page 20 of 24
5 | Customizations |
Responsibilities | ||||||||
Customization Responsibilities | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Customization Requirements | R | S | ||||||
Submit Change Request Form | R | I/A | ||||||
Purchase Order Commitment | R | I | ||||||
Installation | S | R | ||||||
System integration | S | R | ||||||
Feature Hand-over and Acceptance | A | R | ||||||
Deliverables | ||||||||
Quick Study | I | R | ||||||
Installation and Integration Plans | A | R | ||||||
Test Plan | A | R | ||||||
Documentation, (e.g. test reports, outstanding items list, etc.) | I/A | R |
Page 21 of 24
6 | Service Capability Delivery |
FEATURE INSTALLATION AND | ||||||||
INTEGRATION | Responsibilities | |||||||
Ericsson SUPPLIED EQUIPMENT | Customer | Ericsson | Remarks | References | ||||
Activities | ||||||||
Sales and Order Handling | R | |||||||
Project Management | S | R | ||||||
Integration Analysis | I | R | ||||||
Site Engineering & Interconnectivity | S | R | ||||||
Product Configuration | S | R | ||||||
Installation | R | |||||||
System Integration | R | |||||||
Deliverables | ||||||||
Installation and Integration Plans | R | |||||||
Test Plan | S | R | ||||||
Feature Test Report | A | R | ||||||
Specification for Interconnectivity | R | R | ||||||
Site Requirements | R | |||||||
Documentation, (e.g., test reports, inventory list, outstanding items list etc.) | I/A | R |
Page 22 of 24
Service Availability Level (%) | Effective Date | |
99.99% | From Customer Acceptance. |
Planned Service Availability | = | Available Time in Month minus Scheduled Downtime | ||
Actual Service Availability | = | Planned Service Availability minus Unscheduled Downtime | ||
Service Availability Level (%) | = | Actual Service Availability divided by Planned Service Availability in that month |
Page 23 of 24
Page 24 of 24