This eSurfing Cloud SD-WAN Products Service Agreement is entered into between the user ("Party A" or the "Customer") and China Telecom ("Party B"). Party B shall provide the eSurfing Cloud SD-WAN Product Services to Party A through the eSurfing Cloud Website (www.esurfingcloud.com, the "Site" or "eSurfing Cloud") in accordance with this Agreement. Party A shall use the eSurfing Cloud SD-WAN Product Services in accordance with this Agreement.

Before using the eSurfing Cloud SD-WAN Product Services, Party A should read this Agreement carefully. By ticking and clicking the 'agree' button, Party A agrees to and accepts this Agreement in whole, and this Agreement shall become a legally binding document between Party A and Party B. If Party A does not agree to accept this Agreement, it shall not use the eSurfing Cloud SD-WAN Product Services.

Article 1   Product and Service Description

1.1 "eSurfing Cloud SD-WAN Product Services" (hereinafter the "Product" or the "Services") refer to the provision of efficient cloud-based Software Defined Wide Area Network (SD-WAN) services through the self-developed SD-WAN platform designed, developed, and deployed by adopting On-POP-Overlay architecture based on the layout of eSurfing Cloud's cloud resource pool and existing network services (ChinaNet, Dedicated Access/private network, and 4G/5G network).

Article 2   Service Content

2.1 Party B shall provide Party A with the eSurfing Cloud SD-WAN Product Services in accordance with this Agreement. The specific content and means of use of the Services is subject to the service displayed on the Site, applied by Party A, and actually provided by Party B. Party B has the right to continuously update the service content. In relation to the Services, Party B may add or remove features or performance, set new limits, or temporarily suspend or permanently discontinue the provision of a certain service. Party B may revise this Agreement from time to time and issue specific terms, codes of conduct or guidelines relating to the whole or a part or more of the Services.

If any modification to the Services or this Agreement materially affects the Customer or materially restricts access to or use of the Services, Party B will notify the Customer within a reasonable period of time prior to the change. However, Party B may not give advance notice to the Customer if such modification to this Agreement or the Services does not materially affect the Customer or materially restrict access to or use of the Services. In respect of amendments to eSurfing Cloud services that are made to comply with security, legal or regulatory requirements, Party B may not be able to meet the foregoing advance notice time requirements, however, Party B will notify the Customer as soon as possible.

2.2 Preconditions for the provision of the Services:

Party A's use of the Services is subject to the satisfaction of the conditions on the use of eSurfing Cloud SD-WAN set out in the eSurfing Cloud SD-WAN Product User Manual, including the basic network environment that Party A shall have at the deployment site, and provision of information such as the location of the server room and rack required for the deployment of smart gateway, basic environment such as power supply, site address, and contacts.

2.3 Changes to the Services or this Agreement

Party B has the right to formulate and amend this Agreement and/or various Service Rules from time to time as necessary, and any changes will be announced on the Site without separate notice to Party A. The amended Agreement and Rules shall automatically take effect upon announcement and become part hereof. If Party A does not accept the relevant amendments, it shall immediately cease to use the Services; by continuing to use the Services, Party A raises no objection to and will comply with the Agreement and the Service Rules as amended.

2.4 The fees payable by Party A for the Product to which it subscribes is subject to the amount shown in the definitive order submitted by Party A. For each smart gateway device activated by Party A at each site, Party A will be billed upon the activation date of the same. The fees payable for the month of activation shall be billed on a daily basis, while the fees payable for any month thereafter shall be billed on a monthly basis.

2.5 Before the expiration of the Services, if Party A intends to continue its use of the Services, it shall renew its subscription in advance in a timely manner; if Party A does not renew its subscription, the eSurfing Cloud SD-WAN network service will be automatically shut down upon the expiration of the Product, and the SD-WAN network set up by the Services will be interrupted and unavailable.

Article 3   Service Activation

3.1 After carefully reading the Service Rules corresponding to the purchased service, Party A can purchase the required service online through the Site according to its own needs, or have the account manager assist in activating it at the service console. After the service is activated, Party A can log in to the Site and complete the configuration and operation of the Services in the management console.

3.2 If there is any inconsistency in the text of this Agreement, attachments, Service Rules, service descriptions, price descriptions, confirmation terms on the order page, they shall be appliable on the following order of precedence: (1) service descriptions and price descriptions on the relevant webpages on the Site, and confirmation terms on the order page, (2) Service Rules, (3) the text of this Agreement, and (4) the attachments to this Agreement.

Article 4   Service Fees

4.1 If Party A intends to use the Services, it shall pay Party B for the Services in accordance with the instructions on the subscription pages and the body text of this Agreement.

4.2 When Party A pays the service fees through the Site, the specific types of services under the Services and the corresponding service fees are subject to the Service Rules of the Site and the information displayed on the subscription page of the Services, and Party A may choose the specific type of services and pay the corresponding service fees as set forth in the then-current effective fee schedule on the Site.

4.3 The service fees will be paid in advance or in arrears.

4.3.1 Payment in Advance

4.3.1.1 "Payment in Advance" means that Party B will start to provide the Services to Party A after Party A has paid for the same. Party A may pay the service fees to Party B with its account balance or vouchers (the issuance and use of vouchers, subject to the voucher rules formulated by Party B).

4.3.1.2 If the Parties intend to renew their cooperation after the expiration of the service period, Party A shall pay for its renewed subscription before the expiration of the service period or make sure the balance in its account is sufficient for such renewal to ensure the continuous delivery of the Services thereafter. If the service system, name and price of the Services is adjusted by Party B at the time of renewal, the Parties agree that the new service system, name, and price then in effect shall apply.

4.3.2 Payment in Arrears

4.3.2.1 "Payment in Arrears" means that Party A will pay for the Services according to the actual amount of the Services delivered after the Services are provided. Such payment is subject to the applicable billing model and standard for the Services to be paid for in arrears as published on the Site at the time of Party A's payment, or the service agreement otherwise entered between Party A and Party B.

4.3.2.2 If the Parties intend to renew their cooperation upon the expiration of the service period, Party A shall apply for a renewal at least one month before the expiration, or contact its account manager to enable the automatic renewal function at least 11 days before the expiration, to ensure the continuous delivery of the Services thereafter. If the service system, name, and price of the Services is adjusted by Party B when the order is placed at the time of renewal, the Parties agree that the new service system, name, and price then in effect shall apply.

4.4 Upon its subscription to and a generation of an order with respect to the Services, Party A shall pay the fees promptly in full in accordance with this Agreement and any Service Rules applicable to Party A. Party B reserves the right not to provide or to terminate the Services and/or technical support before payment of the service fees by Party A in full as agreed. In addition, Party B reserves the right to hold Party A liable for its failure to make any Payment in Arrears with respect to the Services.

4.5 Party A understands and agrees that all complimentary service items, marketing activities and other incentives are one-time, limited offers made available by Party B in addition to its standard service price, and the content of the offer does not include the modification, update and maintenance costs of the complimentary service items, and the complimentary service items may not be converted to offset the service price.

4.6 If Party A disagrees with the service fee to be paid, it shall submit a request for verification to Party B in writing. If the fees are confirmed to be incorrect upon the verification by the Parties, Party B shall adjust the corresponding fees.

Article 5   Customer Service Warranty

5.1 Service Description

5.1.1 Party B provides Party A with customer service via the service hotline +852 3100 0000. 

5.1.2 Party B shall provide 24/7 after-sales service to Party A.

5.1.3 Party B provides Party A with customer services within a response time of no more than 30 minutes after acceptance of a fault; and of no more than one hour after acceptance of a non-fault case.

5.2 Service Warranty

5.2.1 Upon Party B's acceptance of fault or non-fault reports of Party A, Party B will provide Party A with technical support based on the circumstances and the requirements of Party A. The engineer of Party B will provide 24/7 services.

5.2.2 If Party A requires an engineer of Party B to operate directly on the Product, it shall authorize the engineer from Party B in writing by email or with a ticket. Party A shall designate a single authorised person (maintainer) who will instruct Party B to carry out the relevant operation, and only this authorised person has the right to request Party B to carry out the operation on the Product. Party B is merely responsible for the operation and maintenance of the Product. In addition, Party A shall take the risk of unavailability of the service due to its own operation without communicating with Party B during the authorized period.

Article 6   Technical Support Warranty

6.1 After Party B accepts Party A's fault reports, Party B will provide Party A with technical support warranty according to the specific situation and Party A's needs.

6.2 Party A understands and agrees that, out of concern about Party A's data and system security, when Party A requires Party B's engineers to directly operate its eSurfing Cloud SD-WAN Product Services, Party A shall authorize it by email or online ticket. Party A shall designate the only contact person as the authorizer (maintainer) who shall authorize Party B, when necessary, which means that only the authorizer has the right to require Party B's engineers to operate its eSurfing Cloud SD-WAN Product Services. During the period of authorization, Party A fails to communicate with Party B's engineers and conducts operations on its own, resulting in the unavailability of the Services and other risk or liability which shall be borne by Party A.

Article 7   Party A's Rights and Obligations

7.1 Party A shall use the Services in accordance with the provisions of applicable laws and regulations of various countries and the agreement hereunder, and shall not transfer the Services to a third party for use without Party B's written consent.

7.2 Party A may report to Party B any problems arising from its use of the Services. For problems with the bottom layer basic access lines used for the Services, Party A shall report the same to the original provider of such basic access lines.

7.3 Upon its receipt of an installation notice from Party B, Party A shall designate a person to prepare for and deal with network accessing prior to the installation, mainly including:

7.3.1 Organization and coordination during the early stage of network accessing;

7.3.2 Preparation of access devices and installation sites in the server room (the sites to be provided by Party A at its expense);

7.3.3 Cooperation between relevant agencies, personnel, property management service providers and other parties relevant to the network accessing to facilitate Party B's commissioning of access;

7.3.4 Arrangement for and reservation of communication lines from the wiring closet to the server room in the building where the site is located;

7.3.5 Internet access; and

7.3.6 Other necessary preparations.

7.4 Party B may assist Party A with service activation and commissioning after Party A signs for the acceptance of devices for domestic SD-WAN networking, provided that Party A shall cooperate with Party B to confirm the activation of the Services without undue delay; if Party A has any objection to the quality of circuit, it shall notify Party B of the same in writing within 3 business days from the date of receipt of the notice from Party B, and the Parties shall otherwise negotiate on rectification and acceptance thereof. If Party A does not conduct service activation and commissioning within 3 business days from the date of signing for the acceptance of the devices, or raise any objection to the quality thereof in writing, Party B will be deemed to have activated the Services as required by Party A in accordance with applicable national telecommunication services regulations, and the actual activation time set out on the work order will be the definitive activation time of the Services.

7.5 If Party A requests a late installation (installation of new devices or transfer of existing devices) due to its own reason, Party A shall notify Party B of the same in writing. Party B will reserve resources for Party A for 30 days from the date Party A places and pays for its order, beyond which Party B has the right to cancel such reservation for resources. The original deadline for service activation agreed between Party A and Party B will be recalculated based on the date Party A submits to Party B in writing a new demand for a rescheduled installation. If Party B delays the activation of circuit upon Party A's request for a late installation, Party B shall not be liable for breach of contract.

7.6 During its use of the Services provided by Party B, Party A shall refrain from any activities that may compromise the security of Party B's communication network, otherwise Party B shall have the right to immediately suspend provision of the Services. Party B will not resume the Services until Party A immediately ceases such activities, makes correction internally, and undertakes in writing not to engage in such activities in the future; where Party A engages in such activities for a second time, Party B shall have the right to terminate the Services and cancel this Agreement with immediate effect. Party A shall be liable for compensating Party B for any devices damaged or destroyed for any reason attributable to Party A.

7.7 If Party A intends to transfer existing devices during its use of the Services provided by Party B, it shall inform Party B in advance and submit an application of the same rather than transferring such devices from the location provided by Party A for application without authorization. Party B will not be liable for further service warranty on any device physically moved by Party A, and any loss arising therefrom shall be borne by Party A.

7.8 Party A is solely responsible for the maintenance of the cross connect of the site and the device owned by it. Party A will be solely liable for any failure arising therefrom.

7.9 Party B shall not be liable for any interruption of the Services due to testing or other relevant adjustments as requested by Party A.

7.10 Party B may cooperate with Party A to deal with, but is not liable for the maintenance of the Services provided to Party A that are interrupted by damages to devices or communication interference as a result of the power supply or environment of Party A's server room. Any costs arising therefrom shall be borne by Party A.

7.11 If Party A requests a termination of the Services under this Agreement during the term hereof, the fee payable for the month such services are terminated will be calculated on a daily basis up to the time of such termination. The Customer who pays in advance shall contact eSurfing Cloud customer service staff in advance to negotiate the date of unsubscription and the refund of fees for the month of unsubscription. As for the Customer who pays in arrears, the fees payable for the month of unsubscription will be charged in the following month.

7.12 If Party B discontinues its provision of Services to Party A due to Party A's default on the monthly fee payable for the Services, the Services will be deemed to be terminated early within the term hereof by Party A. Party B shall notify Party A in writing 1 business day in advance to collect the devices from Party A, and Party A shall cooperate with Party B to shut down the Services and return the devices.

7.13 If Party A violates or engages in any activity that violates laws and regulations during the term hereof, Party B shall have the right to terminate this Agreement immediately unless otherwise agreed hereunder, and Party A shall be liable for the consequences and responsibilities arising therefrom and any losses (including direct and indirect losses) incurred by Party B as a result.

7.14 Party A understands and agrees that the eSurfing Cloud SD-WAN Product Services multiplex the bandwidth of other service providers purchased by the Customer (including Internet, leased line, private network, 4G/5G, and so forth) with respect to the network linking the customer-side of the site and the SD-WAN network POP of eSurfing Cloud, and Party B makes no commitment to the service availability and reliability with respect to the Product. If any problems arise from Party A's use of the Product, Party B is willing to cooperate with Party A to solve the same. Party A may inform Party B of the situation encountered by it by sending an email to eSurfing Cloud customer service mailbox, submitting a ticket, or calling the hotline to get technical support.

Article 8   Party B's Rights and Obligations

8.1 Party B provides comprehensive services related to domestic SD-WAN networking, and provides Party A with consultation and networking proposal services with respect to circuit service.

8.2 Party B has the right to review the information published by Party A to the public, and if such information is found to contain any content that violates this Agreement, that is illegal or against the public order and morality or that exceeds the scope of the business license or the filed items, or any data or information that points to the link to the aforementioned content, Party B has the right to request a modification or deletion of the same by Party A; if Party A fails to correct as requested, Party B has the right to terminate the provision of services to Party A.

8.3 Party B has the right to reject website, information, data content published by Party A at any time in accordance with applicable laws and regulations. If Party A does not accept Party B's rejection of such website and data content submitted by it or fails to reply, Party B has the right to terminate the provision of applicable services to Party A.

8.4 The Parties shall keep confidential the information obtained by them from each other by virtue of the Services.

8.5 Party B reserves the right to modify and enhance one or more features of the Product/Services from time to time and to require Party A to use the latest version of the features.

8.6 While providing the eSurfing Cloud SD-WAN Product Services, Party B will provide Party A with smart gateway hardware devices as part of the eSurfing Cloud SD-WAN Product Services. Party B will provide such hardware device and after-sales service therefor to Party A.

8.7 Party B will deliver the hardware device of the smart gateway to the shipping address provided by Party A. Party A shall accept the delivery at the time agreed with Party B. After its acceptance of the delivery, Party A shall keep and use the smart gateway hardware devices properly, and shall be liable for any economic losses as a result of damage to or destruction of devices due to its abnormal operation.

8.8 Party B shall not be liable for any interruption of the Services provided to Party A caused by force majeure such as wars, natural disasters, and sabotage of communication lines.

Article 9   Term and Termination of Agreement

9.1 This Agreement becomes effective from the date when Party A successfully purchases or applies for activation of the product, and terminates when the subscription service period of Party A expires, unless otherwise agreed by the Parties.

9.2 This Agreement may be terminated earlier if the Parties reach a consensus.

9.3 Party B has the right to terminate this Agreement under the following circumstances:

9.3.1 According to the requirements of laws and regulations or government authorities;

9.3.2 Where Party B believes that continuing to provide services to Party A will cause huge economic or technical burdens or major security risks to Party B;

9.3.3 Due to any legal or policy changes, it is not practical for Party B to continue to provide services to Party A;

9.3.4 Where Party A fails to pay relevant fees in full and on time;

9.3.5 Where Party A violates the eSurfing Cloud Website User Agreement, the eSurfing Cloud Service Agreement, the eSurfing Cloud Legal Statement or the eSurfing Cloud Privacy Policy; or

9.3.6 Where Party A violates other terms of this Agreement.

9.4 Except as stipulated in Article 9.3, if Party B terminates this Agreement according to this Agreement, Party B will calculate the service fee based on the actual number of days used by Party A, return the remaining payment (if any) to Party A's eSurfing Cloud account, and reserve the right to pursue liabilities from Party A for its breach of contract.

9.5 Party B may terminate the Services by publishing an announcement on the Site, or by sending Party A an internal notice or a written notice 30 days in advance, at which time, Party B shall return the amount paid by Party A but not consumed (without interest) to Party A's eSurfing Cloud account.

9.6 If any clause in this Agreement is completely or partially invalid or unenforceable for any reason, the rest of the clauses in this Agreement shall still be valid and binding.

Article 10   Others

10.1 The termination of this Agreement will not affect the effectiveness of the eSurfing Cloud Website User Agreement and the eSurfing Cloud Service Agreement between Party A and Party B. If the eSurfing Cloud Website User Agreement or the eSurfing Cloud Service Agreement between Party A and Party B is terminated, this Agreement will be automatically terminated.

10.2 For matters not stipulated in this Agreement, the Parties shall abide by the provisions set out in the eSurfing Cloud Website User Agreement and the eSurfing Cloud Service Agreement. If there is any conflict on the same matter in this Agreement, and the eSurfing Cloud Website User Agreement and the eSurfing Cloud Service Agreement,  this Agreement shall prevail.

10.3 Latest version of eSurfing Cloud Service Agreement can be found at: https://www.esurfingcloud.com/portal/protocol/20685742

Latest version of eSurfing Cloud Website User Agreement can be found at:

https://www.esurfingcloud.com/portal/protocol/10144340

10.4      In the event of any conflict or inconsistency between the English and the Chinese versions of this Agreement, the English version shall prevail. If there is any unclear part in the Chinese version, please refer to the English version.