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Cloud Managed Network – Meraki

These Cloud Managed Network – Meraki Terms are one of our Plan and Product Terms and apply when you sign up for or use Cloud Managed Network – Meraki. In buying these services, you understand and agree to these terms. They also apply to any use of the Cloud Managed Network – Meraki products and services by your staff or anyone else you have authorised. If anyone in your business will be using these products and services, please ensure they have also read and understood these terms. Our Business General Terms also apply to these products and services. In the event of inconsistency, these Cloud Managed Network – Meraki Terms take precedence, followed by the Business General Terms.

View Business General Terms

Service overview

Introduction

1. Cloud Managed Network – Meraki offers a self-managed solution for management of a customer’s Wide Area Network and on-premises network equipment using Meraki cloud-based network management. 

Customers choose from a range of Spark supplied Cisco Meraki devices. The service can be provided at one or multiple customer sites with multiple network connections able to be supported at the same site. Most internet connectivity types are compatible with Cloud Managed Networks including but not limited to Business Internet Service, Mobile Internet and Satellite Internet Service.

Detailed features of the service can be found at: www.spark.co.nz/business/shop/internet/cloudmanagednetwork

Spark will supply and provide support for a range of devices including SD-WAN devices, LAN Switches, security cameras and WiFi access points. The devices will remain the property of Spark during the term. The range and type of devices will change over time as the Service evolves and as current devices are superseded by newer models. A full list of the currently available devices can be supplied upon request.For an additional cost, the following add-ons are available for the service:

a) Advanced Security can be chosen as an option for the SD-WAN device. This provides:

  • Advanced Malware Protection
  • Intrusion Prevention
  • Content Filtering
  • Web Search Filtering

Advanced Security must be applied to all SD-WAN devices in your network and cannot be applied on per device basis.

b) Managed Meraki is available for an additional charge. 

Self-service management functionality is included as part of the base Service. You can choose the Managed Meraki option, which includes the following additional service management features: 

  • Monitoring: We will monitor alerts and events on your behalf.
  • 24/7 proactive Incident management: We will initiate Resolution work proactively when an Incident is detected. 
  • Service Target Uplift included: The Service Target Uplift option is included with the Managed Meraki option. 
  • Dedicated hardware swap (optional): You can choose to purchase additional dedicated replacement devices and have these stored at any of our logistics sites across New Zealand.

The Managed Meraki option must be applied to all network sites in your CMN-Meraki organisation (it cannot be applied on a per-device or per-site basis). 

We will charge you a monthly fee per site for the Managed Meraki option calculated in accordance with the number of devices at each site: 

  • Small site – 1-5 devices per site
  • Medium site – 6-15 devices per site
  • Large site – 16+ devices per site

If you add or remove sites, we will update the monthly charges to reflect the updated site count and fee’s. 

c) 24/7 Support SLA can be added (if you are not taking CMN-Meraki Managed), providing an extension of the agreed standard service hours and a 6-hour hardware swap-out.

The 24/7 SLA add-on is available for sites within 30km from the centre of Auckland, Hamilton, Rotorua, Tauranga, New Plymouth, Napier, Palmerston North, Wellington, Nelson, Christchurch or Dunedin. The 24/7 SLA add on must be applied to all devices of a common type at a site. 24/7 SLA add on is not available for WiFi access points or security cameras.

Availability

2. 4G capable SD-WAN devices allow for Wireless Internet Access or Wireless Failover. Data comes included in the cost of the device where Wireless Failover is selected. Wireless Internet Access can be selected as the primary internet access where 4G coverage is sufficient. Wireless Internet Access has a monthly fee in addition to the cost of the 4G capable device and provided data with a fair use policy (as detailed in section 36).

3. Wireless Backup and Wireless Internet Access options are available only if we confirm that there is adequate mobile network coverage and capacity at the relevant site. These options provide data-only connectivity and do not support other mobile features like voice calling, SMS or MMS. You must:

a) Only use the Spark SIM in connection with the Service

b) Only use the Spark SIM in a device and at a location that are approved by us, and

c) For the Wireless Backup option, use all reasonable efforts to ensure your fixed Internet  connection is promptly restored, as this option is only designed for use on a temporary failover basis.

Unauthorised use. For any Spark SIM we have supplied to you for use in connection with the Service, if you use the Spark SIM independently of the Service, in an unapproved device or at an unapproved location (or, for the Wireless Backup option, if you use the Spark SIM on a standalone basis without maintaining a fixed Internet connection for the applicable SD WAN device) (unauthorised use), this is a material breach of this Service Schedule. In the event of any unauthorised use, in addition to any other rights or remedies we may have under this Agreement, we may take one or more of the following steps: 

a) Warning you about the unauthorised use

b) Suggesting or requiring an alternative connectivity solution for the site

c) Suspending the affected Spark SIM until you stop the unauthorised use

d) Terminating the affected Wireless Backup or Wireless Internet Access option, or

e) If the affected Spark SIM was provided for use with the Wireless Backup option, changing that option to Wireless Internet Access with retrospective effect from the date on which we reasonably determine that the unauthorised use started, and charging you the applicable Fees for the Wireless Internet Access option from that date.

Moves, adds and changes

4. Changes to your services may be agreed by the Move, Add and Change process outlined in the Cloud Managed Network – Meraki service guide or by written contract variation agreed between the parties. Subject to any other variation process that the parties have agreed in writing, you may request changes to the Services as set out below.

You may request a Move, Add and Change to our services by phone or email. If we accept your request, we will provide confirmation by email with details of any applicable costs. If you do not wish to proceed you must advise us within 24 hours of the confirmation being sent. Where other information comes to hand e.g. as a result of a site visit, we may revise any pricing provided with the confirmation. Any revised pricing will apply only if you have confirmed your acceptance of it.

Charges

5. The charges you’ll need to pay for Cloud Managed Network are dependent on the device(s) you’ve chosen and these are detailed in your contract. In addition to the monthly charge for the service, one-off charges may also apply for installation, site audit and network design.If you have chosen the Wireless Internet Access add-on and we determine that coverage at your site is fair or poor, an external antenna will be required. You are responsible for ensuring you have the property owner's permission for antenna installation. Once installed, the antenna becomes your property and it is your responsibility to relocate the antenna if, for example, you move address or the antenna needs to be repositioned due to mobile network changes (e.g. new cell tower deployments).

6. Move, Add and Change fees apply, as detailed below:

Definitions:

  • Moves
    • Moves are relocations of devices within an existing site or to a new site that require Spark’s attendance at the customer’s site. 
  • Adds
    • Adds are additions of new devices to an existing site or to a new site. 
  • Changes
    • Changes are network configuration or policy changes or addition of optional chargeable service features to a customer’s existing devices or network. 
  • Simple Move, Add and Change
    • A simple move, add or change is one that does not require a site visit, nor any change to the customer’s contract or billing arrangements. It can be carried out remotely by our service desk team and is technically straightforward, with not more than 15 minutes of effort. The determination of what constitutes a Simple move, add or change will be made by Spark. 
  • Complex Move, Add and Change
    • Complex move, add or change will typically requires detailed investigation, design work, site visits, non-standard changes or work. The determination of what constitutes a Complex move, add or change will be made by Spark. 
7. Unless otherwise agreed, we will begin invoicing you for the Services in respect of each site within ten (10) Business Days after devices have been installed at a site by Spark or one of its partners or delivered to a site when you have chosen to self-install (the “Invoice Date”). Spark is not responsible for Service unavailability at any site due to implementation delays from the customer at that site and will commence invoicing from the Invoice Date.
Early Termination Fees (ETFs)
8. If you cancel or downgrade the service before the end of the Initial Term, you may be required to reimburse Spark for any costs incurred by Spark in connection with providing the service. This may include but not be limited to:
  • Hardware Rental & Software licenses – sum of all recurring fees for the affected device and or software licenses that would have been payable if the downgrade or termination had not occurred. 
  • Any fixed fees – 33% of any fixed fees that would have been payable if the downgrade or termination had not occurred.
  • Any sunk, waived or amortised costs – A pro rata proportionate of any sunk, waived or unammortised costs, updront costs and other installation related costs that we have incurred to provide service to you. 
  • Any break break costs – Any break costs, vendor termination charges and orther unavoidable costs that we will incure as a result of the downgrade or termination. 
Other information
Minimum contract period
9. The service is available on a 24 or 36 month contract. 
Notice period
10. You’ll need to give us 30 days’ notice to end your Cloud Managed Network service.
Exclusions
11. You are responsible for the setup and payment of any internet network connectivity charges, which are sold seperately and not included in the Cloud Managed Network service. When provided by Spark, fixed Fibre, Wireless or Satellite Internet network connectivity will be billed in addition to the Cloud Managed Network services.
12. Management of any other network devices not provided as part of the Service.
13. Installation or maintenance of cabling and wiring at your sites.
14. Onsite support, other than that required to replace hardware.
15. Managed Security Services such as a Security Operations Centre, Vulnerability Management and Security Event monitoring.
16. Anything that falls outside of the services boundaries defined in the Cloud Managed Network service guide.
Your responsibilities
You are responsible for:  
17. Providing Spark with all necessary information to ensure the Services can be set up correctly.
18. Complying with the terms, the agreement and the policies (and you must ensure that your Personnel and End Users do the same).
19. Assisting Spark with implementation, fault resolution and move, add or change.
20. Providing a suitable physical environment for devices provided as part of the Service and if necessary, obtaining consent from applicable third parties in order for Spark to complete installation.
21. Conducting post installation testing to confirm that your network and applications are running as expected.
22. Notifying Spark as soon as possible of any faults or network issues with the Service.
23. Your network and security policies. These belong to you and you retain the responsibility for the end-to-end security and firewall policies in place for your organisation. Spark can assist with the definition and development of these.
24. Providing security within your network, including:   
  • Keeping usernames and passwords to the cloud management portal secure.
  • Physical security, including physical access to the premises and access to computer systems.
  • Security for trusted servers, applications, desktop computing devices, notebooks and other mobile or remote computing devices.

25. Ensuring only authorised personnel can request moves, adds or changes to the Service.

26. Providing network connectivity to its sites and complying with the 4G Failover requirements in section 3.

27. Comply with the Cisco Meraki Software License Terms and Cisco Meraki Website Terms of Use, including ensuring appropriate user consents are in place.

Our responsibilities
Spark will be responsible for:  
28. Ordering and supplying devices to your sites at your request.
29. Installation of devices (other than security cameras which must be installed by a licensed security technician) at your sites when managed installation has been requested.  
30. Setting up the network and security policies and configuration in the cloud management system as specified by you.  
31. Actioning any Move Add and Change requests to your network and security policies and device configurations using the cloud management system.
32. Resolving incidents.
Other requirements
33. For the Cloud Managed Network service to be provided devices must be able to connect to the Cisco Meraki cloud-based network management system, through a network connection that can access the internet. A fixed network connection is not provided as part of the service and must be purchased separately. Fixed network connections that are supported include Fixed Line Broadband and Managed Internet Services that can be provided by Spark. Wireless Internet Access is as part of the Cloud Managed Network – Meraki service as an add-on.
34. By using the Service, it means that you are collecting data regarding the devices that connect to your network and how your network is being used. Through the Service, you are transferring the data to Spark and/or Cisco Meraki for processing and storage (including in the cloud). This may include personal information relating to your network users (e.g.: traffic information, geolocation information, location analytics, information regarding content transmitted). It is your responsibility to provide notice to and obtain any necessary consents from, your network users regarding the collection, processing and storage of such data. Our Privacy Policy applies to this Service. View Privacy Policy
35. Service-specific data offshoring: In the provision of the Service, your data will be transferred, stored and processed outside New Zealand as set out below. We recognise the importance of protecting your data, so we only use carefully selected and trusted third-party service providers and partners.
a) System: Meraki Dashboard
b) Provider: Cisco
c) Purpose: Centralsied network management, Control, reporting, setup, configuration and diagnostics
d) Data:  
a) Dashboard user profile info and records
b) Configuration data 
c) Network utilisation, analytics and performance data
d) Customer uploaded assets (e.g. splash logos, floor plans etc)
e) Locations: 
a) Primary: Australia 
b) Backup: Singapore
Fair Use
36. A fair use policy applies if you take Wireless Internet Access as an add-on to Cloud Managed Network. Wireless Internet Access is a mobile data add-on to Cloud Managed Network, where LTE network coverage is sufficient. Our fair use policy helps maintain network availability and performance for our customers by regulating use where we reasonably believe such use is excessive or unreasonable. We determine this fair use policy by reference to our average business customer usage and our estimated typical business customer usage of Cloud Managed Network Wireless Internet Access. Use that excessively or unreasonably exceeds Spark's average business customer usage over any month will activate our fair use policy.
Where we reasonably believe your use is excessive or unreasonable, we may adopt the following process:
  • Contact you to let you know that you have exceeded our usage limit following the first month of any excessive use.
  • If your use of our services is excessive or unreasonable, we will advise you that you may need to move to a new plan. Any new plan may have reduced speeds once you exceed a set data usage amount.
If your use of our services continues to be excessive or unreasonable:
  • We may need to suspend, modify or restrict your use of our services; or
  • You will be moved to a new plan, which may include reduced speeds. We will tell you in advance when we do this and there will be no early termination fee or charges if you choose to exit when we move you to your new plan. We will also work with you to help reduce usage or finding another technology more suitable to your needs.
You can contact us at any time to discuss a plan or technology that works better for you.
Other terms for added extras
37. Any on-premise network equipment provided to you for Cloud Managed Network Meraki (other than external antennae) shall be considered Spark Property.
a) You do not own the Spark Property. Unless otherwise agreed in writing between us, we or our suppliers will retain all legal and beneficial ownership of all Spark Property. You must not sell, assign, transfer or otherwise dispose of (whether by way of security or otherwise) or otherwise part with possession or control of the Spark Property. Until the Spark Property is returned to us, you will only ever be a Bailee of the Spark Property and you will do everything necessary to protect our rights in the Spark Property, including making it clear to others that we (and not you) own the Spark Property.
b) Unless we agree in writing, you must not:
1. Allow the Spark Property to become subject to any security, encumbrance or lien of any kind;
2. Allow the Spark Property to be used or installed in a way that results in it becoming a fixture or an accession to other goods; or
3. Alter, add to or modify the Spark Property (including in respect of any identifying markings).
You agree that we may, at your cost, use your name and act on your behalf, in exercising any rights or taking any proceeding we think are reasonable or necessary to protect our rights in the Spark Property and you irrevocably authorise us (and representatives authorised by us) to do so.
You do not have any right to acquire ownership of any Spark Property.
c) We have the right, at our sole discretion, to replace any one or more items of Spark Property with one or more items (“Replacement Property”) of an equivalent standard or functionality and the Replacement Property will become part of the Spark Property.
d) When the Spark Property is returned upon the expiry of the Initial Term or any extension to the Initial Term or the termination of this Service Schedule (as applicable), the Spark Property must be in good working order and undamaged condition (reasonable wear and tear excepted). You must ensure, at your cost, that all data not included on, or forming part of the Spark Property on the date you signed the Service Schedule, is removed from the Spark Property before its return. If you fail to return the Spark Property in the condition required by this clause, you must pay our reasonable costs in making good that failure.
e) Your obligations:
  1. Do everything necessary to protect our rights in Our Equipment, including making it clear to others that we own Our Equipment.
  2. Not allow Our Equipment to become subject to any security interest or encumbrance of any kind
  3. Not allow Our Equipment to be used or installed in a way that results in it becoming a fixture or an accession to other goods
  4. Alter, add to or modify Our Equipment (including in respect of any labels and identifying markings), and
  5. Maintain appropriate insurance for loss, damage or theft of Our Equipment (and you will be responsible for paying the cost of any repair or replacement in the event of any loss, theft or damage whilst Our Equipment is in your possession or control). 
Application of Personal Property Securities Act (PPSA)
38. You acknowledge that the supply of Spark Property under the Cloud Managed Network contract creates a security interest (as defined in the Personal Property Securities Act 1999) in that Spark Property in favour of us. You must do everything within your reasonable control to ensure that our security interest in the Spark Property has priority over all other security interests in that Spark Property.
Perfecting our security interest
39. If we ask you to, you must do anything reasonably required to perfect our security interest in the Spark Property in accordance with the PPSA, including providing details (which details you warrant will be complete, accurate and up-to-date in all respects when you provide them) about you and the Spark Property.
40. You waive your right to be given a copy of any verification statement in relation to any financing statement or financing change statement we may register.
Care of property
41. You agree to look after all Spark Property. You will not be liable for wear and tear or damage caused by us or anyone acting on our behalf. This requires you to, without limitation:

1. protect them from power fluctuations, radio or electrical interference or abnormal environmental conditions, theft and any other risks of loss or damage;

2. not alter, repair or recalibrate them;

3. let us know immediately if they are lost, stolen or damaged;

4. agree with us where to install them; and

5. not move them without first obtaining our permission, which we will not unreasonably withhold.In addition, you must pay for any repair or replacement of the Spark Property or any part thereof which becomes lost, stolen, destroyed, seized or confiscated or if they are damaged while located on your premises.

Firmware upgrades

42. Automatic firmware upgrades for devices will be periodically deployed. You will receive an email notifying you of the upgrade and timing. If the scheduled upgrade time does not suit you, you can raise a Service Request with us to reschedule the upgrade to an available alternative day and time. It is important that firmware updates are deployed in a timely manner to support the operation and integrity of your network, so you can only choose to reschedule to an available alternative day and time (and you will not be able to indefinitely postpone updates).

Maintenance window

43. The period during which we will perform routine maintenance and implement updates in connection with the Service, being

  • 2am to 7am, Sunday, New Zealand Time (for systems and infrastructure owned or operated by Spark)
  • Thursdays at 4am, New Zealand Time (for device firmware upgrades, except where you have requested a different default timeslot or have rescheduled an individual update via a Service Request), and
  • Any period during which Cisco performs scheduled maintenance or emergency maintenance to prevent or mitigate an outage or security incident (for all Cisco Meraki systems and infrastructure), as notified to you via the Dashboard or another supported notification channel enabled by you. 

Third party product terms

44. Cisco terms can be found using these links

Spark end of life policy

45. End of Sale devices. If any of Your Equipment is designated as “End of Sale” by the vendor, continued use of those devices is at your risk as we may not hold parts or spares for those devices. We will need to follow the vendor’s warranty/RMA process, which could introduce additional lead times and delays to Incident Resolution and may cause extended outages. We recommend that you promptly upgrade such devices to avoid service disruptions.

46. Replacement options. For any device that is EOL or approaching EOL:

  • We can supply a replacement device to you
  • We will try to identify and suggest options for replacing that device with a comparable device model that is not End of Life.
  • If there is no comparable device model, or you want to explore alternative options for replacement device models, we can help identify other potential options.
  • You must confirm your preferred replacement device in a timely manner so that the replacement can occur before the existing device becomes End of Support. 

47. Conditions for use of End of Life devices. If for any reason you wish to use or continue to use a device that is End of Life, this paragraph applies. At our sole discretion, we may permit the EOL devices to be supported and managed through the Service, in which case you acknowledge and agree that:

  1. The EOL device may be removed from the Dashboard and rendered non-functioning by the device vendor at any time and without further notice
  2. We recommend the EOL device be urgently upgraded or replaced with a device that is not End of Life.
  3. We will endeavour to support and manage the EOL device through the Service, to the extent we consider commercially feasible in the circumstances
  4. Compatibility, functionality and reliability of the EOL device may decrease over time
  5. Service Targets will not apply to the EOL device, or any other part of the Service that is adversely affected by your use of the EOL device
  6. Technical support, bug fixes, security patches, components, parts and spares may not be available, and you may be exposed to increased risk of outages, service issues and security vulnerabilities
  7. If there is a fault or outage, it may not be possible or commercially feasible to repair or restore the EOL device, in which case it may need to be replaced on an urgent basis at your cost
  8. Any continued use of the EOL device in connection with the Service is at your sole risk, and we will not be liable for any outage, interruption, fault, incompatibility, incident, claim, liability, loss, damage, or cost that may arise out of or in connection with your continued use  of the EOL device 
  9. We may charge you additional Fees on a time and materials basis at our then-current standard rates for any additional support and effort we are required to perform in relation to the EOL device 
  10. In some circumstances it may not be possible for us to provide on-site or remote support for the EOL device, in which case you may need to perform that support yourself or contract a  third party to do so, and
  11. We may withdraw our permission for the EOL device to be used with the Service in accordance with paragraph”Withdrawing permission for use of End of Life devices below. 

48. Withdrawing permission for use of EOL device. For any EOL device being used with the Service, you acknowledge and agree that:

  • Continued use of the EOL device is at our discretion in accordance with this Policy, and we may withdraw permission for you to use the EOL device with the Service at any time by written notice to you
  • Where we withdraw permission, we will endeavour to provide you with up to 90 days’ notice where practicable, but you acknowledge that we may need to provide a shorter notice period depending on the circumstances, and 
  • After the notice period, the EOL device can no longer be managed or supported through the Service, and we may remove it from the Service at any time