Exhibit 4.13
PERUSAHAAN PERSEROAN (PERSERO)
PT TELEKOMUNIKASI INDONESIA Tbk.
AND
SAMSUNG CONSORTIUM
SAMSUNG ELECTRONICS CO. LTD.
PT MTTRAGUNA INTIKOM
SERVICE LEVEL AGREEMENT
TABLE OF CONTENTS
No. Page
- --- ----
1. Definitions...................................................... 1
2. Force Majeure.................................................... 3
3. Assignment and Subcontracting.................................... 3
4. Governing Law and Language....................................... 4
5. Settlement of Disputes........................................... 4
6. Notices and Authorized Representatives........................... 5
7. Termination...................................................... 6
8. General provisions............................................... 8
9. General Principles............................................... 9
10. Fault Management................................................. 10
11. On-line Information/Reporting.................................... 12
12. Hardware Change Management....................................... 12
13. Software Update.................................................. 13
14. Operation and Maintenance Assistance............................. 16
15. Escalation procedure for Service Level Failures.................. 17
16. Payment Amount................................................... 18
17. Evaluation of Key Performance Indicators ("KPIs") Compliance..... 19
Appendix A - Help Desk Contact Information
Appendix B - Fault Management Service
Appendix C - Compensation for Revenue Loss
Appendix D - On-Line Information Service Requirements
Appendix E - Spare Part Turn Around Time
Appendix F - Operation and Maintenance Assistance Service-Tasks
Appendix G - Operation and Maintenance Assistance Service-Composition
Appendix H - KPI Compliance and Payment
Appendix I - KPI Measurement Mechanism
Appendix J - SLA Fee Components
Appendix K - SAMSUNG Service Proposal
Appendix L - Scope and Responsibilities of TELKOM's Operations and Maintenance
Services
Appendix M - Schedule of Proposed Sub-Contractors
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SERVICE LEVEL AGREEMENT
THIS SERVICE LEVEL AGREEMENT is made the 23rd day of December 2002.
BETWEEN:
(1) PERUSAHAAN PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA, Tbk., a
limited liability public State-owned company established under the laws
of the Republic of Indonesia, having its head office at Jalan Japati
No. 1, Bandung, Indonesia, in this legal action duly represented by
Kristiono in his capacity as President Director, and having its office
at Jl. Japati No. 1, Bandung, hereinafter referred to as "TELKOM".
and
(2) SAMSUNG CONSORTIUM, established based on Consortium Agreement dated 11
December 2002, comprised of SAMSUNG ELECTRONICS CO., LTD, as leader of
the consortium having its legal domicile in Seoul, Korea, for the
purpose of signing of this Agreement being duly represented by Soon Ho
Hong, in his capacity as Senior Vice President and General Manager,
Telecommunication Systems Division, and PT MITRAGUNA INTIKOM, as a
member of the Consortium, having its legal domicile in Jakarta,
Indonesia, for the purpose of signing of this Agreement being duly
represented by Budi F. Japadermawan, in his capacity as Director,
hereinafter jointly referred to as "PARTNER".
(TELKOM and PARTNER are individually hereinafter referred to as a "Party" and
collectively as the "Parties").
WHEREAS
A. TELKOM and PARTNER have entered into a Master Partnership Procurement
Agreement dated [date] for the procurement of core network assets
contemplated in the T-21 Program and for implementing the T-21 Program
(the "Master Partnership Procurement Agreement").
B. TELKOM has requested PARTNER to render operating and maintenance
support services, and PARTNER has agreed to provide these services in
accordance with this Service Level Agreement.
C. Accordingly, pursuant to the Master Partnership Procurement Agreement,
the Parties agreed to enter into this Service Level Agreement to
support the maintenance of the Network for at least three (3) years
from the Commencement Date, unless earlier terminated.
CHAPTER 1 - GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
1.1 All terms and definitions used in the Master Partnership Procurement
Agreement (including the technical terms defined in Appendix 23 -
(Technical Terms) of the Master Partnership Procurement Agreement)
shall have the same meaning in this Service Level Agreement unless
otherwise stated.
1.2 In addition, where the context permits, the following expressions shall
have the following meanings:
(a) "CALL BACK TIME" means the time taken by TSC2 personnel
to call back TELKOM after the trouble
ticket has been created.
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(b) "COMMENCEMENT DATE" means January 1, 2003 or earlier as
requested by TELKOM.
(c) "HELP DESK" means the help-desk support service to
be provided by PARTNER as set out in
Article 10.1.
(d) "KPI" means the terms and conditions as well
as service levels to be met in
providing the Services as set out in
Articles 9 to 13 as well as the
Appendices referred to in these
Articles.
(e) "PERMANENT FIX" means a complete solution restoring
entire functionality as provided in
Appendix B.
(f) "SERVICES" means the services for the Network to
be provided by PARTNER to TELKOM as
set out in Articles 9 to 14 starting
from the Commencement Date.
(g) "TEMPORARY FIX" means a temporary work around solution
as provided in Appendix B.
(h) "TROUBLE TICKET" means the ticket issued by PARTNER's
support desk identifying the problem
alerted.
(i) "TSC1" means TELKOM's support personnel
dealing with operation and maintenance
activities located at each Location.
(j) "TSC2" means PARTNER's support personnel
located within each DIVRE (Field
Support Office) and at the main help
desk in Bandung or Jakarta.
(k) "TSC3" means PARTNER's specialised technical
support staff and designers who have
the capability of evaluating complex
Network problems, and who are located
in Korea.
(l) "QUARTER" means a calendar three month period,
ending on March 31, June 30, September
30, and December 31 of each calendar
year.
1.3 Writings. References in this Service Level Agreement to writing shall
include typewriting, printing, lithography, photography, telefax,
facsimile, e-mail and telex messages and any mode of reproducing words
in a legible and non-transitory form.
1.4 Plural; Gender; Persons. Words importing the singular include the
plural and vice versa; words importing a gender include every gender;
and references to persons include bodies corporate or unincorporated.
1.5 Agreement. Any document expressed to be "in the agreed form" or
"agreed" means a document approved by TELKOM and PARTNER and (for the
purpose of identification) initialed on behalf of each Party.
1.6 Headings. Headings in this Service Level Agreement are used for
convenience only and shall not affect the construction of this Service
Level Agreement.
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1.7 Days. In this Service Level Agreement, unless the context otherwise
requires, references to a "day" shall mean a period of twenty-four (24)
hours ending at 12 midnight. Whenever in this Service Level Agreement a
period of time is referred to, the day upon which that period commences
shall be the day after the day from which the period is expressed to
run, or the day after the day upon which the event occurs which causes
the period to start running.
1.8 References. References to Articles and Appendices are references to the
Articles of, and the Appendices to this Service Level Agreement
References to any laws or regulations shall be construed as references
to those laws or regulations as from time to time amended or
re-enacted.
1.9 Priority of Documents. In the event of any inconsistency between this
Service Level Agreement and the Appendices of this Service Level
Agreement, the terms and conditions in this Service Level Agreement
shall prevail.
1.10 General and Specific Provisions. In the event of ambiguity over the
application of any provision of the Service Level Agreement, this
Service Level Agreement shall be interpreted to favor the specific
meaning and/or application over the general meaning and/or application.
2. FORCE MAJEURE
2.1 Neither Party shall be liable for delays in delivery or performance, or
for failure to manufacturer, deliver or perform when caused by any of
the following which are beyond the reasonable control of the delayed
Party, including but not limited to as acts of God, acts of the public
enemies, acts of civil or military authority, acts of war, acts of
terrorism, riots, strikes, lockouts, other labor disturbances,
hurricanes, earthquakes, fires, floods or other natural disasters,
epidemics and embargoes or a change to any government of Indonesia law,
regulation, decree or government department policy having the force of
law which has a material adverse impact on the ability of a Party to
perform this Agreement.
2.2 Any occurrence belonging to Force Majeure category shall be notified
immediately to the other party not later than fourteen (14) days after
such occurrence.
2.3 In the event that due to Force Majeure the implementation of this
Service Level Agreement or relevant agreement, acceptance test,
integration, other system tests or other matters provided herein are
suspended, the implementation period shall be extended by the numbers
of days equal to the duration of suspended implementation.
2.4 Neither party shall be liable for any losses suffered by the other
party arising as a result of Force Majeure.
3. ASSIGNMENT AND SUBCONTRACTING
3.1 PARTNER shall not, without the prior written consent of TELKOM, assign
this Service Level Agreement, or assign or encumber any of the moneys
due or becoming due under it.
3.2 TELKOM reserves the right to assign this Service Level Agreement, with
prior approval of PARTNER, such approval not to be unreasonably
withheld, to any of TELKOM's subsidiaries or related companies.
3.3 A schedule of each proposed sub-contractor and the part of the Services
proposed to be performed by such sub-contractor is attached in Appendix
M. In case of any plan to change and/or to add a sub-contractor,
PARTNER shall notify TELKOM in writing immediately before the proposed
sub-contractor is appointed. TELKOM shall advise within ten (10)
Business Days if it has substantive objections to the appointment of
any of such proposed
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sub-contractors and/or the work they were intended to do, and PARTNER
shall take such objections into account so as to meet with TELKOM's
approval.
3.4 The use of sub-contractors shall in no way relieve PARTNER from its
responsibility to deliver the Services to TELKOM (in particular to
ensure that any Services comply with all requirements of this Service
Level Agreement) or to perform necessary tasks such as project
management related to this responsibility in accordance with this
Service Level Agreement.
3.5 PARTNER shall ensure that the addition or removal of any
sub-contractors shall not impact the agreed price for the Services or
the implementation plan and/or the service levels in this Service Level
Agreement.
4. GOVERNING LAW AND LANGUAGE
4.1 This Service Level Agreement shall be interpreted and governed in
accordance with the laws of the Republic of Indonesia.
4.2 All data, documents, descriptions, diagram, books, catalogues,
instructions, marking for easy identification of major items of the
material and correspondence shall be in the English language and in the
metric system of weights and measures.
4.3 PARTNER's personnel shall be proficient in English both written and
spoken, for the purpose of providing instruction, offering advisory
services, training and any other submission as required.
5. SETTLEMENT OF DISPUTES
5.1 If any disputes arising between TELKOM and PARTNER in connection with
or arising out of this Agreement or the breach, termination of validity
thereof (a "Dispute"), the Parties shall attempt for a period of thirty
(30) days after receipt by one Party of a notice from the other Party
of the existence of the dispute, to settle such Dispute in the first
instance by mutual discussions between senior executives of the
Parties.
5.2 Any Dispute which cannot be resolved by amicable settlement between the
Parties arising out of or in connection with this Agreement, including
any question regarding its existence, validity or termination, shall be
referred to and finally resolved by arbitration in Singapore in
accordance with the Arbitration Rules of the Singapore International
Arbitration Centre ("SIAC") for the time being in force which rules are
deemed to be incorporated by reference to this clause.
5.3 The arbitration shall be conducted before an arbitral tribunal composed
of three (3) arbitrators. The language of the arbitration shall be
English.
5.4 The three (3) person arbitration panel shall be selected as follows:
(i) each arbitrator shall be fluent in English and shall be
experienced with legal matters concerning the
telecommunications industry.
(ii) each of (A) the Party initiating the arbitration and (B) the
respondent Party or Parties to the Dispute shall nominate one
(1) arbitrator within thirty (30) days of the written notice
of the Dispute described above. The relevant Parties shall
within (30) days of the appointment of the two (2) arbitrators
seek to appoint a third arbitrator. If any relevant Party does
not nominate an arbitrator or if the relevant Parties cannot
agree on the choice of the third arbitrator, in each case
within the relevant period, then each unappointed arbitrator
shall be selected by the Chairman of the SIAC (provided that
the requirements in Article 5.4(i) are satisfied).
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5.5 The award rendered shall be in writing and shall set out the facts of
the Dispute and the reasons for the arbitration panel's decision. The
award shall apportion the costs of the arbitration as the arbitration
panel deems fair.
5.6 The Parties agree that the arbitration award shall be final and binding
on the Parties. The Parties agree that no Party shall have any right to
commence or maintain any suit or legal proceedings until the Dispute
has been determined in accordance with the arbitration procedure
provided herein and then only for enforcement of the award rendered in
the arbitration. Judgment upon the arbitration award may be rendered in
any court of competent jurisdiction or application may be made to such
court for a judicial acceptance of the award and an order of
enforcement, as the case may be.
5.7 Each of the Parties hereby expressly waives any Indonesian laws and
regulations, decrees or policies having the force of law that would
otherwise give a right to appeal against the decision of the
arbitration panel, and the Parties agree that no Party shall appeal to
any court against the award or decision contained therein. The Parties
agree that any dispute in connection with or arising out of this
Agreement or the breach, termination of validity thereof under is of a
commercial nature.
5.8 Each of the Parties waives the applicability of Article 48(1) of the
Indonesian Law on Arbitration and Alternative Dispute Resolution (the
"Arbitration Law") and agrees that no arbitration need be completed
within a specific time. For purposes of Article 5 paragraph 1 of the
Arbitration Law, the Parties agree that the relationship among the
Parties is commercial in nature and any Dispute related to this
Agreement shall be deemed commercial.
5.9 No Party or person involved in any way in the creation, coordination or
operation of the arbitration of any Dispute may disclose the existence,
content or results of the Dispute or any arbitration conducted under
this Agreement in relation to that Dispute, in each case subject to
those disclosures permitted by this Article 5.
5.10 This Agreement and the rights and obligations of the Parties shall
remain in full force and effect pending the award in such arbitration
proceeding, which award, if appropriate shall determine whether and
when only termination shall become effective. The provisions contained
in this Article 5 shall survive the termination and/or expiration of
this Agreement.
6. NOTICES AND AUTHORIZED REPRESENTATIVES
6.1 All notifications required or permitted under this Service Level
Agreement shall be sufficiently given if made in writing and delivered
personally by hand or by courier or sent by prepaid registered post or
by facsimile to the addresses of the Parties set out below or as such
address as from time to time notified in writing:
For TELKOM :
Perusahaan Perseroan (PERSERO) PT Telekomunikasi Indonesia
Tbk.
Jl. Japati NO. 1, Bandung 40133
Attention : President Director
Fax : (022)440-313
Email : Kristiono@telkom.co.id
For PARTNER:
Samsung Electronics Co. Ltd.
18th IT Center
Maetan-3 dong, Paldal-gu, Suwon-si,
5
Gyeonggi-do, Korea 442-742
Attention : Ig Kyu Choi
Fax : (82-31)_279-3899
Email : ik.choi@samsung.co.kr
A Party may change its address by giving prior written notice to the
other Party. Notices and other communications may be in the Indonesian
or English language. All notices shall be effective (i) in the case of
delivery by personal delivery or courier, on the date of receipt as
evidenced by a delivery receipt from the recipient or confirmation of
delivery received by the sender from the courier, and (ii) in the case
of transmission by facsimile transmission or electronic mail or other
electronic transmission, on the date of such transmission as evidenced
by the convention applicable to such transmission.
6.2 PARTNER shall appoint a point of contact or designated representative
authorized to act on behalf of PARTNER, and whose instructions and
requests shall be binding for PARTNER as to all matters pertaining to
the Services brought to his attention by TELKOM. TELKOM shall appoint a
point of contact or designated representative authorized to act on
behalf of TELKOM as to all matters pertaining to the Services.
The initial point of contacts arc listed below:
PARTNER's Point of Contact:
Project Manager
Plaza Mashill, 23rd Floor
Jalan Jend. Sudirman Kav. 25
Jakarta 12920, Indonesia
Tel : (021)522-5522
Fax : (021)522-5511
E-mail : jay.lec@Samsung.com
Mobile : (0812) 1834-222
TELKOM Point of Contact
Head of Fixed Wireless Division (as Project Manager)
Jalan Kebon Sirih, Kav. 12
Jakarta
Indonesia
Tel : (021) 385-7777
Fax : (021)
E-mail : alex_js@telkom.co.id
Mobile : (0811) 965-500
7. TERMINATION
7.1 This Service Level Agreement shall come into effect on the Commencement
Date and shall continue to in force for an initial period of three
years, subject to the right reserved by TELKOM to review and seek to
amend the period of this Service Level Agreement on an annual basis.
Pursuant to this right, TELKOM shall convey its proposed amendments to
PARTNER at least three months prior to the expiration of next
anniversary of the
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Commencement Date (but no more than six months before the next
anniversary). PARTNER shall consider the proposed revisions or
amendments and decide whether it will accept them. If PARTNER cannot
agree to the proposed revisions or amendments after negotiation in good
faith to reach agreement at the latest one month before the next
anniversary of the Commencement Date, this Service Level Agreement may
be terminated by TELKOM at the anniversary of the Commencement Date.
7.2 TELKOM shall be entitled to terminate all or part of this Service Level
Agreement upon any of the following events:
(a) termination of the MPPA for whatever reason;
(b) PARTNER declares or clearly states that the Services, or any
substantial part thereof, will not or cannot be completed;
(c) PARTNER takes or has taken or instituted against it any action
or proceeding, whether voluntary or compulsory, which has as
an object or may result in the winding up of PARTNER (other
than a voluntary winding up by members for the purpose of
reconstruction or amalgamation), or is placed under official
management or enters into a compromise or other arrangement
with its creditors or any class of them or an administrative
receiver or an administrator or receiver is appointed to carry
on its business or to take control or possession of any of its
assets for the benefit of its creditors or any of them; or
(d) PARTNER violates any law relating to the prevention of
corruption or bribery in PARTNER's home country or any
jurisdiction in which PARTNER is carrying out any of the
works.
7.3 PARTNER shall not he entitled to terminate or abandon this Service
Level Agreement, except in the event that:
(a) TELKOM takes or has taken or instituted against it any action
or proceeding, whether voluntary or compulsory, which has as
an object or may result in the winding up of TELKOM (other
than a voluntary winding up by members for the purpose of
reconstruction or amalgamation), or is placed under official
management or enters into a compromise or other arrangement
with its creditors or any class of them or an administrative
receiver or an administrator or receiver is appointed to carry
on its business or to take control or possession of any of its
assets for the benefit of its creditors or any of them;
(b) TELKOM fails to pay any amounts due, or becomes unable to pay
for amounts to become due, for a period of more than six (6)
months and during discussions between the Parties during such
period the Parties cannot agree on a satisfactory mechanism
for payment and/or security for payments owed, including
establishment of an escrow account or the provision of a bank
guarantee by TELKOM acceptable to PARTNER;
(c) an event of Force Majeure continues for a period in excess 6
months; or
(d) pursuant to Article 5; and
(e) termination of the MPPA.
7.4 Termination of this Service Level Agreement shall be without prejudice
to any accrued rights of the Parties up to the date of termination.
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7.5 The termination of this Service Level Agreement or other specific
agreement shall not affect or prejudice any provisions of those
agreements which are expressly or by implication provided to continue
in effect after such termination.
7.6 In the event of termination, the Parties agree to waive the provisions
of Article 1266 of the Indonesian Civil Code to the effect necessary to
effect termination of this Service Level Agreement in accordance with
Article 7 without the need for a court decision.
8. GENERAL PROVISIONS
8.1 Severance. If any provision of this Service Level Agreement or part
thereof is rendered void, illegal or unenforceable by any legislation
to which it is subject, it shall be rendered void, illegal or
unenforceable only to that extent and it shall in no way affect or
prejudice the enforceability of the remainder of such provision or the
other provisions of this Service Level Agreement. The invalidity,
illegality or unenforceability of any provision in this Service Level
Agreement under the laws of any one jurisdiction shall not in itself
affect the validity, legality and enforceability of such provision
under the laws of any other jurisdiction.
8.2 Remedies. No remedy conferred by any of the provisions of this Service
Level Agreement is intended to be exclusive of any other remedy that is
otherwise available at law or otherwise, and each and every other
remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or
otherwise. The election of any one or more of such remedies by either
Party shall not constitute a waiver by such Party of the right to
pursue any other available remedies.
8.3 Release and Indulgence. No failure on the part of either Party to
exercise and no delay on the part of either Party in exercising any
right hereunder will operate as a release or waiver thereof, nor will
any single or partial exercise of any right under this Service Level
Agreement preclude any other or further exercise of it. The rights and
remedies provided in this Service Level Agreement are cumulative and
not exclusive of any right or remedy provided by law.
8.4 Entire Agreement. This Service Level Agreement embodies all the terms
and conditions agreed upon between the Parties as to the subject matter
of this Service Level Agreement, and supersedes all prior
representations, arrangements, understandings and agreements between
the Parties whether written or oral (including without limitation, the
RfP except as provided otherwise under this Agreement.
8.5 Counterparts. This Service Level Agreement may be executed in any
number of counterparts, each of which shall constitute an original and
take effect without reference to any other counterpart, and together
the counterparts shall be deemed as one and the same agreement.
8.6 No Partnership. Notwithstanding the reference to the terms "partner"
and/or "partnership" in this Service Level Agreement, the relationship
between the Parties shall not constitute a legal partnership. Neither
Party has the power or the right to bind, commit or pledge the credit
of the other Party.
8.7 Successors and Assigns. This Agreement shall enure to the benefit of
and be binding upon the Parties and their respective successors and
permitted assigns.
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CHAPTER 2 - THE SERVICES
9. GENERAL PRINCIPLES
9.1 PARTNER agrees that the Services to be provided to TELKOM will be
provided with all due care in a timely and professional manner by
properly skilled personnel employed by a world class leading technology
supplier with specialized telecommunications expertise, knowledge or
infrastructure and who have the necessary technical expertise,
financial resources and strategic business interest to provide the
Services to TELKOM.
9.2 PARTNER acknowledges that a key mutual objective of the Parties is to
support the development of the Indonesian telecommunications industry
and economy by maximizing the amount of equipment, materials, manpower
and services procured locally within Indonesia. In addition, PARTNER
acknowledges that in order to provide the Services in a timely fashion,
there must be sufficient qualified personnel located at key locations
within Indonesia to respond quickly. Accordingly, at all times after
the Commencement Date, PARTNER shall ensure that sufficient personnel
of suitable qualifications are available (within Indonesia based at
locations approved by TELKOM) to provide the Services.
9.3 The scope and responsibilities of TELKOM's TSC1 operations and
maintenance services are as detailed in Appendix L.
9.4 Without prejudice to Article 9.2, PARTNER shall provide TELKOM with a
list identifying all personnel deployed and their qualifications
(PARTNER'S initial organisation chart is attached as Appendix G).
PARTNER shall seek TELKOM's approval for replacement of the Project
Manager (which shall not be unreasonably refused or delayed). For all
other personnel, TELKOM shall inform PARTNER of any objections within
ten (10) Business Days of notification by PARTNER in advance of any
proposed changes to the personnel providing the Services. Any such
personnel to whom TELKOM objects shall not be appointed. Replacements
must be equally well-qualified and appropriate for the provision of the
Services.
9.5 The Services as described in Article 9.1 are comprised of five main
types:
(a) Fault Management including the Help Desk Support Service,
Fault Management Service and Emergency Support Service;
(b) On-Line Information/Reporting including the On-line
Information Service and General Reporting Service;
(c) Hardware Change Management including the Hardware Change
Management Service, Hardware Maintenance Service, Spare Parts
Repair and Replacement Service;
(d) Software Update including the Software Update Service and
Software Upgrade Support Service; and
(e) Operations and Maintenance Assistance including Operations and
Maintenance Assistance Service and Knowledge Transfer Service.
9.6 The Services to be provided by PARTNER shall apply to all Deliverables,
and shall cover all faults or defects to the Deliverables regardless of
how caused or by whom, in accordance with the terms of this Agreement.
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10. FAULT MANAGEMENT
10.1 The Help-Desk Support Service
(a) PARTNER shall operate the Help-Desk in accordance with this
Agreement. Contact details of the Help-Desk are set out in
Appendix A. The Help-Desk may be accessed by telephone, email
or fax.
(b) The Help-Desk will consist of one main Help-Desk located in
either Jakarta or Bandung (the "Main Help Desk") and DIVRE
Field Support Office Help-Desks located in each DIVRE (the
"DIVRE Help Desks").
(c) The Main Help-Desk will be operational and manned 24 hours a
day, 365/366 days a year. The Main Help-Desk will provide the
Emergency Support Service.
(d) The DIVRE Help-Desks shall be operational between 8:00 am and
5:00 pm Mondays to Fridays (Indonesian local time).
(e) PARTNER shall ensure that each time a call is made or an email
or fax is sent to the Help-Desk, the call, email or fax will
be attended to by a human operator within 3 minutes of its
receipt by the Help-Desk. During this 3 minutes waiting
period, any outages known to PARTNER should also be conveyed
to TELKOM where necessary.
(f) Within 10 minutes of receiving the call, the email or fax, the
Help-Desk will issue a Trouble Ticket and assign the problem
to a specific TSC-2 technician to be attended to. The Help
Desk will inform TELKOM of the name and contact information of
the technician assigned to the trouble ticket.
(g) Depending on the severity of the problem, the problem may be
escalated to TSC-3 for them to attend to,
(h) All emergency problems will be dealt with under the Emergency
Support Service described below.
(i) Each Trouble Ticket issued will be classified as either:
(i) "Critical";
(ii) "Major"; or
(iii) "Minor".
(j) The definitions of "Critical", "Major" and "Minor" are set out
in Appendix B. Whether a fault is considered "Critical",
"Major" or "Minor" will be determined by TELKOM initially but
may be adjusted (to be more or less critical) after
consultation with PARTNER.
(k) Once the problem has been resolved to the satisfaction of
TELKOM, the PARTNER Help Desk will close the corresponding
Trouble Ticket.
(l) PARTNER agrees to record all Help-Desk calls and to document
all relevant actions undertaken by it as a result of the call,
in such formats as may be reasonably required by TELKOM, which
include without limitation separate reports covering help desk
activity and fault status.
10.2 The Fault Management Service
(a) PARTNER shall provide a fault-management service to TELKOM to
correct and
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rectify faults with the Network in a timely manner (the "Fault
Management Service").
(b) A "fault" under this Article shall include all defects,
interruptions or disturbances to the Network and the failure
of the Network to meet the Technical Specifications.
(c) Each time a fault is reported by TELKOM to PARTNER under this
service, PARTNER will ensure that it:
(i) responds to TELKOM within the prescribed Callback
Time;
(ii) provides to TELKOM a Temporary Fix to the fault
within a prescribed timeframe; and
(iii) provides to TELKOM a Permanent Fix to the fault
within a prescribed timeframe.
The prescribed timeframes for fault resolution under this
service is detailed in the Fault Resolution Schedule set out
in Appendix B based on the how critical the fault is. In all
cases, the required fault location, information gathering, and
fault resolution will be the responsibility of and will be
performed by PARTNER with the reasonable cooperation of
TELKOM's staff.
(d) Whether a fault is considered "Critical", "Major" or "Minor"
will be determined by TELKOM initially but may be adjusted (to
be more or less critical) after consultation with PARTNER.
(e) PARTNER shall hold meetings with TELKOM at least once a week
to discuss the faults encountered at the Main Help Desk and at
each DIVRE level and their resolution and shall suggest
whether any actions should be carried out to prevent similar
faults from arising in the future.
10.3 The Emergency Support Service
(a) The Main Help-Desk, in conjunction with the DIVRE Help-Desks,
will provide the Emergency Support Service.
(b) The Emergency Support Service shall be available on-line, by
fax and by phone 24 hours a day, 7 days a week, 365/366 days a
year (as applicable).
(c) PARTNER's technical support personnel (TSC2) shall be required
to call TELKOM's representative (TSC1) back within 15 minutes
of receiving TELKOM's call, email or fax at the Help Desk for
an emergency problem. All emergency problems will be recorded
as "Critical Faults" by the Help Desk
(d) PARTNER's technical support personnel should reach the site of
the problem within the stated transportation time in Appendix
C from receiving TELKOM's call, email or fax at the Help Desk
relating to an emergency problem.
(e) PARTNER will provide a Temporary Fix within ninety (90)
minutes after arriving at the site of the problem.
(f) PARTNER will provide a Permanent Fix within 24 hours of
receiving the call, e-mail or fax.
10.4 For revenue impacting breakdowns, PARTNER will pay compensation to
TELKOM, based on the mechanism described in Appendix C.
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11. ON-LINE INFORMATION/REPORTING
11.1 The On-Line Information Service
(a) PARTNER shall set up and maintain a secure extranet
information service facility to enable on-line access by
authorised TELKOM personnel only (the "On line Information
Service") which will make available the following types of
information:
(i) Periodic Technical Information
(ii) Operations and Maintenance Procedures
(iii) Fault Handling Procedures
(iv) Product Documentation
(v) Trouble Ticket Resolution Database
(vi) Generic Failure Reports
(vii) Global Training Service Offering and course catalog.
as well as the other categories of information as set out in
Appendix D. The information provided will be updated according
to the frequency set out in Appendix D.
11.2 The General Reporting Service
PARTNER shall provide the following types of reports to TELKOM during
the period of this Agreement on the frequency set out in Appendix D:
(i) Help Desk Activity Report
(ii) Fault Status Report
(iii) Operation and Maintenance Assistance Report
(iv) Hardware Swap (Replacement) Status Report
(v) Report for each Emergency Call with updated status
(vi) Software Updates Report
(vii) Quarterly Repair Status Report.
12. HARDWARE CHANGE MANAGEMENT
12.1 The Hardware Change Management Service
(a) PARTNER will maintain an inventory list of and shall
continuously monitor the performance of the hardware of the
Network periodically and record its findings in a Hardware
Report. Any changes to the hardware shall be recorded in the
Hardware Report PARTNER shall forward all Hardware Reports to
TELKOM.
(b) In the event that PARTNER wishes to introduce a new or updated
hardware component as a replacement of an older component,
PARTNER shall first demonstrate to TELKOM the proper working
of the replacement hardware at the most suitable and available
test facility.
12.2 The Spare Parts Repair and Replacement Service
(a) PARTNER shall be responsible for supplying spare part
replacement and repair services for the Network based on the
timeframes set out in Appendix E. All spare parts supplied
shall be in good working order and be ready for service on
delivery.
(b) PARTNER shall provide to TELKOM, without limitation, access to
the spare parts database which will show the spare parts
stored by PARTNER on site or near the site at its sole expense
in order to minimise delay. As a general rule, PARTNER will
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maintain a store of spare parts at each MSC location. In
addition, where the respective Project Managers have decided
that it is necessary or desirable to maintain spare parts
storage facilities at a particular BTS site, PARTNER will
arrange for storage of critical spare parts at such sites.
(c) PARTNER shall make available critical and non-critical spare
parts 24 hours a day, 7 days a week, 365/366 (as relevant)
days a year and PARTNER shall supply them on request by TELKOM
within 3 hours of receiving the request. PARTNER, shall supply
non-critical spare parts by noon on the next Business Day from
the time the request is received by PARTNER. If necessary,
PARTNER shall deliver the non-critical spare parts on the same
day to TELKOM.
(d) Without prejudice to PARTNER's obligation to provide spare
parts under this Service Level Agreement, PARTNER shall ensure
that TELKOM shall be able to purchase spare parts at the same
unit prices set out in the relevant Purchase Order(s), from
time to time as required, for a period of at least 5 years
after the expiration of this Service Level Agreement.
(e) PARTNER shall also provide TELKOM on a yearly basis (prior to
each JPS) with a detailed list of all spare parts, their level
of criticality to the Network, the length of time required to
procure such spare parts, the likelihood of failure of the
component, equipment, software or parts thereof that such
spare parts may replace.
(f) PARTNER shall provide TELKOM with quarterly reports no later
than March 31, June 30, September 30 and December 31 each year
on its delivery performance for spare parts and on spare parts
usage.
12.3 The Hardware Maintenance Service
(a) PARTNER will provide replacement units or parts for the
hardware of the Network to maintain the operation of the
equipment to meet the required operation and maintenance
parameters.
(b) PARTNER shall supply the replacement units or parts to TELKOM
with a delivery note mentioning the unit type, the reference
to the notified type of the faulty replacement units or parts,
the serial number(s) of the delivered replacement units or
parts, the total number of pieces to be delivered and the
TELKOM failure report number. This information shall also be
added to the Hardware Report.
(c) Upon request by TELKOM, PARTNER shall implement all required
hardware changes in the Network to meet the required operation
and maintenance parameters.
13. SOFTWARE UPDATE
13.1 The Software Update Service
(a) PARTNER shall be responsible for the proper functioning of all
software provided by PARTNER to TELKOM in connection with any
Deliverables.
(b) PARTNER shall provide software update services as well as
software maintenance services (the "Software Update Service")
which shall consist of at least software customisation;
software updates (including bug fixes and patches) required to
optimize the system performance of the Network; and achieving
interoperability with external systems.
(i) Software customization. With the participation and
agreement of TELKOM,
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PARTNER shall customize TELKOM's existing software to
meet TELKOM's internal and/or external business
requirements in relation to operation and maintenance
of the Network PARTNER shall:
- Work with TELKOM to determine the
customization requirements of the software;
- Prepare release notes stating the reasons
for each software customization for TELKOM's
approval;
- Prepare and customize the software upon
receipt of TELKOM's approval;
- Install the customized software on the
Network;
- Provide TELKOM with an implementation report
after each installation; and
- Perform software version maintenance.
(ii) Software updates. PARTNER shall implement all
software release updates, bug fixes and patches
released by PARTNER. PARTNER shall:
- Work with TELKOM to determine the reasons
for software bugs that may cause distortion
in Network performance;
- Prepare release notes stating the reasons
for each bug fix or patch for TELKOM's
approval;
- Implement the bug fixes or patches on
TELKOM's network;
- Present an implementation report to TELKOM
after each software release update, bug fix
and patch; and
- Track all bug fixes or patches by using a
structured software change management
process.
(iii) External interoperability. PARTNER shall provide
assistance for connecting PARTNER provided equipment
with other existing or future systems in the Network.
In this connection, PARTNER shall:
- Work with TELKOM and the vendor of any
external systems to determine the software
customization required to achieve
interoperability;
- Prepare release notes stating the reasons
for each software customization for TELKOM's
approval;
- Prepare and customize the software upon
receipt of TELKOM's approval;
- Install the customized software on the
Network;
- Provide TELKOM with an implementation report
after each installation; and
- Perform software version maintenance.
(c) All software updates shall be completely tested by PARTNER
prior to installation. Any update shall take place during late
night hours (2:00 to 4:00 am), if possible.
(d) PARTNER shall ensure that any interruption to the Network is
minimised and in any event for no longer than 15 minutes
unless agreed by the Parties during any software update or
maintenance.
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(e) PARTNER shall ensure that the previous software version can be
reinstalled without any interruption to the Network in the
event that the new software updates do not load properly or
perform satisfactorily. In the event that the update or
maintenance appears unlikely to be completed before 4:00 am,
PARTNER shall re-install the previous software version and
re-attempt the update or maintenance the following day.
(f) Any interruption to the Network beyond the period agreed in
Article 13(d) (including without limitation any service
interruption or system downtime) caused by a software update
that results in a revenue loss for TELKOM shall be treated as
a Critical fault and compensation shall be payable by PARTNER
to TELKOM in accordance with Appendix C.
13.2 The Software Upgrade Support Service
(a) PARTNER will provide software upgrades when deemed necessary
by TELKOM to meet its internal and external business
requirements in relation to operation and maintenance of the
Network, subject to Article 13.3(b).
(b) TELKOM may require the upgrade for reasons including (but not
limited to):
(i) addition of new features
(ii) support of new call processing functionality
(iii) support of new standards
(iv) hardware upgrade (requiring accompanying software
upgrade).
(c) For each of the software upgrades provided to TELKOM, PARTNER
shall ensure that the following requirements are fulfilled:
(i) full backward compatibility
PARTNER shall ensure full backward compatibility with
existing hardware, software, interfaces, and related
matters, provided that PARTNER shall not be
responsible for compatibility with system changes
made solely by TELKOM.
(ii) training
PARTNER shall provide training to qualified TELKOM
personnel regarding the changes made to the software.
(iii) business case assistance
For every major software upgrade, PARTNER shall work
closely with TELKOM to prepare a business case
justifying the upgrade. The business case will detail
the cost implications and potential benefits which
TELKOM can expect to derive from the upgrade.
(d) The cost of software upgrade planning services (such as
developing a business case for the upgrade and implementing
the upgrades) are included in the Services.
(e) In case PARTNER proposes to discontinue support of any
software version, PARTNER shall provide an upgrade to the
next version upgrade at least 3 months before the proposed
date of withdrawal of support. TELKOM may require PARTNER to
reinstall the previous version at any time before the proposed
date of withdrawal of support, and if so PARTNER shall
continue to provide support for the previous version.
(f) The provisions of Article 13.1 shall apply mutatis mutandis to
any software upgrade. In particular, PARTNER shall ensure that
the operation of the Network is not
15
interrupted during any software upgrade. Any interruption to
the Network beyond the period agreed in Article 13.1(d)
(including without limitation any service interruption or
system downtime) caused by a software upgrade that results in
a revenue loss for TELKOM shall be treated as a Critical fault
and compensation shall be payable by PARTNER to TELKOM in
accordance with Appendix C.
13.3 Software Upgrade Fees
(a) PARTNER shall offer all new software upgrades to TELKOM once
they are developed and provide TELKOM with a quote for the fee
for the software upgrade (not including related services).
TELKOM may at its sole discretion decide to accept or decline
each upgrade.
(b) TELKOM's requests for software upgrades pursuant to Article
13.2 of this Agreement are subject to agreement of the Parties
on fees and other terms and conditions before PARTNER engages
in development activity.
14. OPERATION AND MAINTENANCE ASSISTANCE
14.1 The Operations and Maintenance Assistance Service
(a) PARTNER shall provide in writing to TELKOM a description of
the tasks required to be performed to assist TELKOM's staff to
operate and maintain the Network at the relevant
Location/Sites, including information relating to maintenance
supervision, maintenance audits, system configuration
management, database management, and troubleshooting as set
out in Appendix F, for TELKOM's approval. These shall include
a detailed plan for preventive maintenance procedures and
detailed timing and criteria for routine daily, weekly,
monthly and annual maintenance checks and preventive
replacement and repair of the Network or its constituent
parts.
(b) PARTNER shall provide to TELKOM operation and maintenance
assistance services on Business Days during normal working
hours in Indonesia at the relevant Location/Site as requested
by TELKOM from time to time. PARTNER shall deploy its
operation and maintenance assistance team in accordance with
Appendix G and K. Notwithstanding the above, PARTNER shall
remain responsible for meeting the KPIs and shall adjust the
maintenance assistance team if necessary to ensure that the
KPIs will be met.
(c) TELKOM may also require PARTNER's experts to work outside
normal working hours during weekends and public holidays, if
exceptional circumstance make this necessary. In any such
event, TELKOM shall endeavor to give at least two days' prior
notice to PARTNER of its request, and agree any terms and
conditions of such request with PARTNER.
(d) PARTNER shall provide monthly reports to TELKOM on the type
and amount of operation and maintenance services supplied to
TELKOM.
(e) PARTNER shall make available the required number of expert
personnel based on yearly estimates. The yearly estimates and
the qualifications of its expert personnel shall be prepared
by PARTNER and supplied to TELKOM for its approval at least 2
months prior to each anniversary of the Commencement Date. Any
changes in PARTNER's expert personnel assigned to perform the
Services as recommended by PARTNER and approved by TELKOM
assigned thereafter shall be approved by TELKOM in writing.
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(f) TELKOM will use it best efforts to ensure that its team of
trained engineers is retained on the Project during the period
of this Agreement to provide for consistency and continuity.
14.2 The Knowledge Transfer Service
(a) In addition to the classroom training to be provided pursuant
to Article 47 of the Master Procurement Partnership Agreement,
PARTNER shall use its best efforts to ensure that adequate
operations and maintenance knowledge is transferred through
on-the-job training ("OJT") to TELKOM personnel on a
Location/Site basis to provide them with the skills to
operate, maintain and manage the Network by the third
anniversary of the Commencement Date. For this purpose,
PARTNER shall ensure that its TSC2 staff is available on-site
at TELKOM's premises as much as possible on a dedicated basis.
(b) The OJT training programme and schedule shall be prepared on
an annual basis by PARTNER and approved by TELKOM during the
JPS and will cover at least:
(i) the contents of the OJT System Operating Manual and
the Education System Information;
(ii) system troubleshooting for the Network;
(iii) higher level skills including system parts, RF parts,
system debugging methods and emergency Temporary Fix
methods for the Network.
(c) The objective of PARTNER's training shall be that the TELKOM
support personnel (TSC1) will be able to solve a successively
higher proportion of faults by themselves. PARTNER shall
conduct 2-3 day workshops to progressively transfer knowledge
to TELKOM support personnel. The workshops will be conducted
at least once per quarter in each DIVRE.
(d) The Progress and success of PARTNER's training efforts will be
evaluated at each DRM.
15. ESCALATION PROCEDURE FOR SERVICE LEVEL FAILURES
15.1 PARTNER shall use its best endeavors to promptly rectify any service
level failures. If the failure has not been rectified to TELKOM's
satisfaction, the Parties shall escalate the resolution of the problems
as follows:
(a) in the first instance by discussions between their respective
DIVRE managers;
(b) secondly, by discussions between their respective Project
Managers;
(c) thirdly, by discussions between their respective
Account/Business Managers;
(d) finally, by discussions between the senior executives of
PARTNER in Korea and the senior executives of TELKOM.
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CHAPTER 3 - PAYMENT TERMS AND CONDITIONS
16. PAYMENT AMOUNT
16.1 The Services provided by PARTNER shall be paid for by TELKOM as
follows :
(a) a Basic Fee calculated according to Appendix J, payable in
four equal installments at the end of each Quarter in the
first year, This amount shall be due upon delivery to TELKOM
of an invoice for each installment, accompanied by the
following Documentation documents, or such additional
documents as may reasonably be required by TELKOM:
(i) Invoice covering letter;
(ii) Tax invoice ("Faktur Pajak") and tax payment slip
(/SSP) ("Surat Setoran Pajak")
(iii) Simple receipt ("Kuitansi")
(b) an Annual Fee calculated according to Appendix J. This amount
shall be due upon delivery to TELKOM of an invoice for the
agreed sum, accompanied by the following Documentation
documents, or such additional documents as may reasonably be
required by TELKOM:
(i) Invoice covering letter;
(ii) Tax invoice ("Faktur Pajak") and tax payment slip
(/SSP) ("Surat Setoran Pajak");
(iii) Simple receipt ("Kuitansi");
(iv) KPI compliance certificate issued by TELKOM;
(v) Calculation of Annual Fee, KPI reduction (if any) and
loss of revenue compensation (if any).
16.2 In the event that this Service Level Agreement is terminated by PARTNER
for reasons not permitted under Article 7.3, a pro rata percentage of
the current year's Annual Fee shall be refunded to TELKOM and:
(a) if occurring during the first year of this Service Level
Agreement, PARTNER shall repay to TELKOM 66% of the Basic Fee;
(b) if during the second year of this Service Level Agreement,
PARTNER shall repay to TELKOM 33% of the Basic Fee;
(c) if during the third year of this Service Agreement, PARTNER
shall repay to TELKOM 16% of the Basic Fee;
16.3 In principle, the Services are provided on a fixed fee basis.
Additional costs which are reimbursable to PARTNER are the actual costs
of replacement spare parts and reasonable related labor costs, provided
that such reimbursement shall only be available in the event that the
part replaced is shown to be damaged due to actions solely caused by
the negligence or failure of TELKOM personnel to follow applicable
Network maintenance and operation manuals, including preventative
maintenance procedures, and specific training lessons/instructions
provided by PARTNER.
16.4 TELKOM shall be responsible for adequately insuring all equipment,
software and components which have been Commissioned and for which
legal title has been transferred to TELKOM. The actual cost of
replacement spare parts and reasonable related labor costs which are
covered by TELKOM's insurance are reimbursable to PARTNER but only to
the extent that a TELKOM claim (supported by documentation from
PARTNER) is accepted by the insurer and the insurer pays the claim, it
being understood that TELKOM's obligation to
18
reimburse PARTNER based on insurance claims is contingent on TELKOM
first receiving from the insurer an amount in settlement of the claim
which is at least equal to or more than the amount of PARTNER's claim
for reimbursement.
17. EVALUATION OF KEY PERFORMANCE INDICATORS ("KPIs") COMPLIANCE
(a) TELKOM will evaluate PARTNER's compliance with the KPI
annually. TELKOM shall be entitled to reduce proportionately
the Annual Fees payable under this Service Level Agreement
based on failure to achieve the required KPI compliance levels
as shown in Appendix I.
(b) The mechanism to evaluate the performance of PARTNER as
measured by the KPI is set out in Appendix I.
IN WITNESS WHEREOF, the Parties have caused this Service Level Agreement to be
signed by their duly authorized representative on the day and year first above
written.
PERUSAHAAN PERSEROAN (PERSERO) SAMSUNG CONSORTIUM
PT TELEKOMUNIKASI INDONESIA TBK. SAMSUNG ELECTRONICS CO., LTD
[STAMP]
By /s/ Kristiono By: /s/ Soon Ho Hong
------------------------ --------------------------------
Name : Kristiono Name : Soon Ho Hong
Title President Director Title : Senior Vice President and
General Manager,
Telecommunication Systems Division
PT Mitraguna INTIKOM
By /s/ Budi F. Japadermawan
----------------------------
Name : Budi F. Japadermawan
Title : Director
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