Agreement Changes. (a) If the LFC wishes to propose an Agreement Change, being: (i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service), if that change is likely to result in a significant change to the Service Provider’s procedures, facilities or systems or any additional material costs being incurred by the Service Provider; (ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the Service Provider of such proposal and comply with the requirements of clauses 24.7 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change is only relevant to the Service Provider and not Other Service Providers (a Bilateral Agreement Change), the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFH, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 and 25. (b) If the Service Provider wishes to propose an Agreement Change, being: (i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service), if that change is likely to result in a significant change to the LFC’s procedures, facilities or systems or any additional material costs being incurred by the LFC; or (ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the LFC of such proposal. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is not a Bilateral Agreement Change and therefore relevant to one or more Other Service Providers, the LFC will comply with the requirements of clauses 24.7 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is a Bilateral Agreement Change, the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFH, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 and 25. (c) For the purposes of clauses 24.1(a)(ii) and 24.1(b)(ii), a “non-trivial change” includes a change that is likely to: (i) materially alter the LFC’s or the Service Provider’s rights or obligations under this Agreement; (ii) impose material additional costs on the Service Provider or the LFC (including if the change is likely to result in a significant change to the Service Provider’s or the LFC’s procedures, facilities or systems); or (iii) materially alter the Services being provided to the Service Provider. If the Service Provider (acting reasonably) disagrees with the LFC’s assessment of what is a “non-trivial” change it may require the LFC to undertake consultation with the Change Management Forum in accordance with clause 24.7 to determine whether or not the proposed Agreement Change is a “non-trivial change”. In the event of continuing disagreement between the LFC and the Service Provider and any Other Service Providers after such consultation, the question will be finally determined by way of a vote of the Change Management Forum in accordance with clause 25.3, provided that (notwithstanding clause 25.3(b)(iii)) such vote shall require an affirmative majority vote of not less than 75% of the voting participants at the Change Management Forum (and for clarity the LFC’s vote shall be treated the same as the vote of any voting service provider member). (d) Subject to sub-clause (e) below, after: (i) complying with its obligations under clauses 24.7 and 25 with respect to completing consultation on the proposed Agreement Change and obtaining approval for the Agreement Change from the Change Management Forum, if required under clauses 24.1(a) or 24.1(b); and (ii) the Agreement Change has been approved by CFH, the LFC: (A) may implement that Agreement Change if proposed by the LFC; and (B) must implement that Agreement Change if it has been proposed by the Service Provider, in each case by giving the Service Provider at least sixty (60) Business Days’ prior notice of implementation. (e) In the case of any Agreement Change, if either the LFC or the Service Provider requires additional time to make any consequent change to its procedures, facilities or systems (the Requesting Party) it will notify the other party. The time for those consequent changes will, to the extent required by the Requesting Party, be extended: (i) automatically, for up to forty (40) Business Days; or (ii) such other period as agreed by the LFC and the Service Provider.
Appears in 6 contracts
Samples: Ufb Services Agreement, Ufb Services Agreement, Ufb Services Agreement
Agreement Changes. (a) If the LFC wishes to propose an Agreement Change, being:
(i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service)Manual, if that change is likely to result in a significant change to the Service Provider’s procedures, facilities or systems or any additional material costs being incurred by the Service Provider;
(ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the Service Provider of such proposal and comply with the requirements of clauses 24.7 24.8 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change is only relevant to the Service Provider and not Other Service Providers (a Bilateral Agreement Change), the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFHCFH in accordance with the requirements of the NIPA, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 24.8 and 25.
(b) If the Service Provider wishes to propose an Agreement Change, being:
(i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service)Manual, if that change is likely to result in a significant change to the LFC’s procedures, facilities or systems or any additional material costs being incurred by the LFC; or
(ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the LFC of such proposal. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is not a Bilateral Agreement Change and therefore relevant to one or more Other Service Providers, the LFC will comply with the requirements of clauses 24.7 24.8 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is a Bilateral Agreement Change, the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFHCFH in accordance with the requirements of the NIPA, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 24.8 and 25.
(c) For the purposes of clauses 24.1(a)(ii) and 24.1(b)(ii), a “non-trivial change” includes a change that is likely to:
(i) materially alter the LFC’s or the Service Provider’s rights or obligations under this Agreement;
(ii) impose material additional costs on the Service Provider or the LFC (including if the change is likely to result in a significant change to the Service Provider’s or the LFC’s procedures, facilities or systems); or
(iii) materially alter the Services being provided to the Service Provider. If the Service Provider (acting reasonably) disagrees with the LFC’s assessment of what is a “non-trivial” change it may require the LFC to undertake consultation with the Change Management Forum in accordance with clause 24.7 24.8 to determine whether or not the proposed Agreement Change is a “non-trivial change”. In the event of continuing disagreement between the LFC and the Service Provider and any Other Service Providers after such consultation, the question will be finally determined by way of a vote of the Change Management Forum in accordance with clause 25.3, provided that (notwithstanding clause 25.3(b)(iii)) such vote shall require an affirmative majority vote of not less than 75% of the voting participants at the Change Management Forum (and for clarity the LFC’s vote shall be treated the same as the vote of any voting service provider member).
(d) Subject to sub-clause (e) below, after:
(i) complying with its obligations under clauses 24.7 24.8 and 25 with respect to completing consultation on the proposed Agreement Change and obtaining approval for the Agreement Change from the Change Management Forum, if required under clauses 24.1(a) or 24.1(b); and
(ii) the Agreement Change has been approved by CFHCFH in accordance with the requirements of the NIPA, the LFC:
: (A) may implement that Agreement Change if proposed by the LFC; and
and (B) must implement that Agreement Change if it has been proposed by the Service Provider, in each case by giving the Service Provider at least sixty (60) 60 Business Days’ prior notice of implementation.
(e) In the case of any Agreement Change, if either the LFC or the Service Provider requires additional time to make any consequent change to its procedures, facilities or systems (the Requesting Party) it will notify the other party. The time for those consequent changes will, to the extent required by the Requesting Party, be extended:
(i) automatically, for up to forty (40) 40 Business Days; or
(ii) such other period as agreed by the LFC and the Service Provider.
Appears in 4 contracts
Samples: Chorus Ufb Services Agreement, Ufb Services Agreement, Ufb Services Agreement
Agreement Changes. (a) If the LFC wishes to propose make an Agreement Change, being:
(i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service service template for an existing Service), if that change is likely to result in a significant change to the Service Provider’s procedures, facilities or systems or any additional material costs being incurred by the Service Provider;
(ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the Service Provider of such proposal and comply with the requirements of clauses 24.7 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change is only relevant to the Service Provider and not Other Service Providers (a Bilateral Agreement Change), the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFH, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 and 25.
(b) If the Service Provider wishes to propose an Agreement Change, being:
(i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service), if that change is likely to result in a significant change to the LFC’s procedures, facilities or systems or any additional material costs being incurred by the LFC; or
(ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change change to the Charges or any addition of new Services or new Service service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service service template to a Service Description), ) or any Service Level Terms, but excluding a change to the Agreement by adding a new Service Description and associated Operations Manual and Service Level Terms or for a Service Ordernew Service, it will notify the LFC Service Provider of such proposal. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is not a Bilateral proposal prior to making any such Agreement Change and therefore relevant to one or more Other Service Providers, the LFC will comply with the requirements of clauses 24.7 24.1(c) and 25 24.5 with respect to consulting with, and where applicable obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is a Bilateral Agreement Changefrom, the LFC may choose Product Forum. For ease of reference, changes to negotiate that change directly Ancillary Charges are dealt with in the Service Provider andPrice List, if the LFC and the Service Provider (each acting changes to Core Charges are dealt with in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFH, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 and 25clause 24.3.
(cb) For the purposes of clauses clause 24.1(a)(ii) and 24.1(b)(ii), a “non-trivial change” includes a change that is likely to:
(i) materially alter the LFC’s or the Service Provider’s rights or obligations under this Agreement;
(ii) impose material additional costs on the Service Provider or the LFC (including if the change is likely to result in a significant change to the Service Provider’s or the LFC’s procedures, facilities or systems); or
(iii) materially alter the Services being provided to the Service Provider. If the Service Provider .
(acting reasonablyc) disagrees with the LFC’s assessment of what is a “non-trivial” change it may require the LFC to undertake After completing consultation with the Change Management and, where applicable obtaining Product Forum approval, in accordance with clause 24.7 to determine whether or not the proposed Agreement Change is a “non-trivial change”. In the event of continuing disagreement between clauses 24.5 and 25 the LFC and the Service Provider and any Other Service Providers after such consultation, the question will be finally determined by way of a vote of the Change Management Forum in accordance with clause 25.3, provided that (notwithstanding clause 25.3(b)(iii)) such vote shall require an affirmative majority vote of not less than 75% of the voting participants at the Change Management Forum (and for clarity the LFC’s vote shall be treated the same as the vote of any voting service provider member).
(d) Subject to sub-clause (e) below, after:
(i) complying with its obligations under clauses 24.7 and 25 with respect to completing consultation on the proposed Agreement Change and obtaining approval for the Agreement Change from the Change Management Forum, if required under clauses 24.1(a) or 24.1(b); and
(ii) the Agreement Change has been approved by CFH, the LFC:
(A) may implement that Agreement Change if proposed by the LFC; and
(B) must implement that Agreement Change if it has been proposed by the Service Provider, in each case by giving the Service Provider at least sixty (60) 60 Business Days’ prior notice of implementation.
(e) In the case of any Agreement Change, if either the LFC or . If the Service Provider requires additional time to make any consequent change to its procedures, facilities or systems (the Requesting Party) it will notify the other partyLFC, setting out the additional time required. The time for those consequent changes will, to the extent required by the Requesting PartyService Provider, be extended:
(i) automatically, for up to forty (40) 20 Business Days; orand
(ii) such other period as agreed by at the LFC discretion of the LFC, acting reasonably and the Service Providerin good faith, for up to a further 20 Business Days.
Appears in 2 contracts
Samples: Wholesale Services Agreement, Wholesale Services Agreement
Agreement Changes. (a) If the LFC wishes to propose an Agreement Change, being:
(i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service), if that change is likely to result in a significant change to the Service Provider’s procedures, facilities or systems or any additional material costs being incurred by the Service Provider;; or
(ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the Service Provider of such proposal and comply with the requirements of clauses 24.7 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change is only relevant to the Service Provider and not any Other Service Providers (a Bilateral Agreement Change), the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFH, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 and 25.
(b) If the Service Provider wishes to propose an Agreement Change, being:
(i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service), if that change is likely to result in a significant change to the LFC’s procedures, facilities or systems or any additional material costs being incurred by the LFC; or
(ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the LFC of such proposal. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is not a Bilateral Agreement Change and therefore relevant to one or more Other Service Providers, the LFC will comply with the requirements of clauses 24.7 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is a Bilateral Agreement Change, the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFH, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 and 25.
(c) For the purposes of clauses 24.1(a)(ii) and 24.1(b)(ii), a “non-trivial change” includes a change that is likely to:
(i) materially alter the LFC’s or the Service Provider’s rights or obligations under this Agreement;
(ii) impose material additional costs on the Service Provider or the LFC (including if the change is likely to result in a significant change to the Service Provider’s or the LFC’s procedures, facilities or systems); or
(iii) materially alter the Services being provided to the Service Provider. If the Service Provider (acting reasonably) disagrees with the LFC’s assessment of what is a “non-trivial” change it may require the LFC to undertake consultation with the Change Management Forum in accordance with clause 24.7 to determine whether or not the proposed Agreement Change is a “non-trivial change”. In the event of continuing disagreement between the LFC and the Service Provider and any Other Service Providers after such consultation, the question will be finally determined by way of a vote of the Change Management Forum in accordance with clause 25.3, provided that (notwithstanding clause 25.3(b)(iii)) such vote shall require an affirmative majority vote of not less than 75% of the voting participants at the Change Management Forum (and for clarity the LFC’s vote shall be treated the same as the vote of any voting service provider member).
(d) Subject to sub-clause (e24.1(e) below, after:
(i) complying with its obligations under clauses 24.7 and 25 with respect to completing consultation on the proposed Agreement Change and obtaining approval for the Agreement Change from the Change Management Forum, if required under clauses 24.1(a) or 24.1(b); and
(ii) the Agreement Change has been approved by CFH, the LFC:
(A) may implement that Agreement Change if proposed by the LFC; and
(B) must implement that Agreement Change if it has been proposed by the Service Provider, in each case by giving the Service Provider at least sixty (60) Business Days’ prior notice of implementation.
(e) In the case of any Agreement Change, if either the LFC or the Service Provider requires additional time to make any consequent change to its procedures, facilities or systems (the Requesting Party) it will notify the other party. The time for those consequent changes will, to the extent required by the Requesting Party, be extended:
(i) automatically, for up to forty (40) Business Days; or
(ii) such other period as agreed by the LFC and the Service Provider.
Appears in 2 contracts
Samples: Services Agreement, Ultrafast Fibre Services Agreement
Agreement Changes. (a) If the LFC wishes to propose an Agreement Change, being:
(i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service)Manual, if that change is likely to result in a significant change to the Service Provider’s procedures, facilities or systems or any additional material costs being incurred by the Service Provider;
(ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the Service Provider of such proposal and comply with the requirements of clauses 24.7 24.8 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change is only relevant to the Service Provider and not Other Service Providers (a Bilateral Agreement Change), the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFH, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 24.8 and 25.
(b) If the Service Provider wishes to propose an Agreement Change, being:
(i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service)Manual, if that change is likely to result in a significant change to the LFC’s procedures, facilities or systems or any additional material costs being incurred by the LFC; or
(ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the LFC of such proposal. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is not a Bilateral Agreement Change and therefore relevant to one or more Other Service Providers, the LFC will comply with the requirements of clauses 24.7 24.8 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is a Bilateral Agreement Change, the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFH, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 24.8 and 25.
(c) For the purposes of clauses 24.1(a)(ii) and 24.1(b)(ii), a “non-trivial change” includes a change that is likely to:
(i) materially alter the LFC’s or the Service Provider’s rights or obligations under this Agreement;
(ii) impose material additional costs on the Service Provider or the LFC (including if the change is likely to result in a significant change to the Service Provider’s or the LFC’s procedures, facilities or systems); or
(iii) materially alter the Services being provided to the Service Provider. If the Service Provider (acting reasonably) disagrees with the LFC’s assessment of what is a “non-trivial” change it may require the LFC to undertake consultation with the Change Management Forum in accordance with clause 24.7 24.8 to determine whether or not the proposed Agreement Change is a “non-trivial change”. In the event of continuing disagreement between the LFC and the Service Provider and any Other Service Providers after such consultation, the question will be finally determined by way of a vote of the Change Management Forum in accordance with clause 25.3, provided that (notwithstanding clause 25.3(b)(iii)) such vote shall require an affirmative majority vote of not less than 75% of the voting participants at the Change Management Forum (and for clarity the LFC’s vote shall be treated the same as the vote of any voting service provider member).
(d) Subject to sub-clause (e) below, after:
(i) complying with its obligations under clauses 24.7 24.8 and 25 with respect to completing consultation on the proposed Agreement Change and obtaining approval for the Agreement Change from the Change Management Forum, if required under clauses 24.1(a) or 24.1(b); and
(ii) the Agreement Change has been approved by CFH, the LFC:
: (A) may implement that Agreement Change if proposed by the LFC; and
and (B) must implement that Agreement Change if it has been proposed by the Service Provider, in each case by giving the Service Provider at least sixty (60) 60 Business Days’ prior notice of implementation.
(e) In the case of any Agreement Change, if either the LFC or the Service Provider requires additional time to make any consequent change to its procedures, facilities or systems (the Requesting Party) it will notify the other party. The time for those consequent changes will, to the extent required by the Requesting Party, be extended:
(i) automatically, for up to forty (40) 40 Business Days; or
(ii) such other period as agreed by the LFC and the Service Provider.
Appears in 1 contract
Samples: Ufb Services Agreement
Agreement Changes. (a) If the LFC wishes to propose an Agreement Change, being:
(i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service), if that change is likely to result in a significant change to the Service Provider’s procedures, facilities or systems or any additional material costs being incurred by the Service Provider;; or
(ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the Service Provider of such proposal and comply with the requirements of clauses 24.7 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change is only relevant to the Service Provider and not any Other Service Providers (a Bilateral Agreement Change), the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFH, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 and 25.
(b) If the Service Provider wishes to propose an Agreement Change, being:
(i) a change to an Operations Manual (but not a change to an Operations Manual to add a new Service template for an existing Service), if that change is likely to result in a significant change to the LFC’s procedures, facilities or systems or any additional material costs being incurred by the LFC; or
(ii) a non-trivial change to the General Terms, the Price List (but not an Ancillary Price Change, a Core Price Change or any addition of new Services or new Service templates for existing Services to the Price List), a Service Description (but not the addition of a new Service template to a Service Description), any Service Level Terms or a Service Order, it will notify the LFC of such proposal. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is not a Bilateral Agreement Change and therefore relevant to one or more Other Service Providers, the LFC will comply with the requirements of clauses 24.7 and 25 with respect to consulting and obtaining the Change Management Forum’s prior approval of the proposed Agreement Change, in each case prior to making any such Agreement Change. If the LFC considers (acting reasonably) that the Agreement Change proposed by the Service Provider is a Bilateral Agreement Change, the LFC may choose to negotiate that change directly with the Service Provider and, if the LFC and the Service Provider (each acting in their sole discretion) agree to the proposed Bilateral Agreement Change, but subject also to approval by CFH, implement the proposed Bilateral Agreement Change with the Service Provider without first having to comply with the requirements of clauses 24.7 and 25.
(c) For the purposes of clauses 24.1(a)(ii) and 24.1(b)(ii), a “non-trivial change” includes a change that is likely to:
(i) materially alter the LFC’s or the Service Provider’s rights or obligations under this Agreement;
(ii) impose material additional costs on the Service Provider or the LFC (including if the change is likely to result in a significant change to the Service Provider’s or the LFC’s procedures, facilities or systems); or
(iii) materially alter the Services being provided to the Service Provider. If the Service Provider (acting reasonably) disagrees with the LFC’s assessment of what is a “non-trivial” change it may require the LFC to undertake consultation with the Change Management Forum in accordance with clause 24.7 to determine whether or not the proposed Agreement Change is a “non-trivial change”. In the event of continuing disagreement between the LFC and the Service Provider and any Other Service Providers after such consultation, the question will be finally determined by way of a vote of the Change Management Forum in accordance with clause 25.3, provided that (notwithstanding clause 25.3(b)(iii)) such vote shall require an affirmative majority vote of not less than 75% of the voting participants at the Change Management Forum (and for clarity the LFC’s vote shall be treated the same as the vote of any voting service provider member).
(d) Subject to sub-clause (e) below, after:
(i) complying with its obligations under clauses 24.7 and 25 with respect to completing consultation on the proposed Agreement Change and obtaining approval for the Agreement Change from the Change Management Forum, if required under clauses 24.1(a) or 24.1(b); and
(ii) the Agreement Change has been approved by CFH, the LFC:
(A) may implement that Agreement Change if proposed by the LFC; and
(B) must implement that Agreement Change if it has been proposed by the Service Provider, in each case by giving the Service Provider at least sixty (60) Business Days’ prior notice of implementation.
(e) In the case of any Agreement Change, if either the LFC or the Service Provider requires additional time to make any consequent change to its procedures, facilities or systems (the Requesting Party) it will notify the other party. The time for those consequent changes will, to the extent required by the Requesting Party, be extended:
(i) automatically, for up to forty (40) Business Days; or
(ii) such other period as agreed by the LFC and the Service Provider.
Appears in 1 contract
Samples: Enable Networks Services Agreement