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MAU 1-Template-of-Service-Agreement

This Service Agreement is made between [OPERATOR] Limited and TraxComm Limited for the provision of Wi-Fi services at MTR Hung Hom Station. The Agreement outlines the terms for the Company to provide necessary equipment, installation, and maintenance services as per the KTT Wi-Fi Provider Licence Agreement. It includes provisions for project management, payment, confidentiality, and intellectual property rights.

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0% found this document useful (0 votes)
18 views26 pages

MAU 1-Template-of-Service-Agreement

This Service Agreement is made between [OPERATOR] Limited and TraxComm Limited for the provision of Wi-Fi services at MTR Hung Hom Station. The Agreement outlines the terms for the Company to provide necessary equipment, installation, and maintenance services as per the KTT Wi-Fi Provider Licence Agreement. It includes provisions for project management, payment, confidentiality, and intellectual property rights.

Uploaded by

moonnguyen30684
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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THIS SERVICE AGREEMENT is made on the day of 2013.

BETWEEN:

(1) [OPERATOR] Limited, a company incorporated in Hong Kong and having its
registered office at [INSERT REGISTERED OFFICE ADDRESS IN HONG
KONG] (“Operator”); and

(2) TraxComm Limited, a company incorporated in Hong Kong and having its
registered office at 12th Floor, MTR Tower, Telford Plaza, No. 33 Wai Yip Street,
Kowloon Bay, Kowloon, Hong Kong (“Company” or “TraxComm”).

(Operator and Company are collectively referred to as the “Parties” or individually


referred to as the “Party”)

WHEREAS:

(A) Operator and Company’s affiliated company MTR Corporation Limited


(“MTRCL”) have agreed to enter into the KTT Wi-Fi Provider Licence
Agreement for the provision of internet connection service on KTT, at the through
train platform areas and at the Departure Hall of MTR Hung Hom Station
(collectively named as “Wi-Fi service”). It is a term of the KTT Wi-Fi Provider
Licence Agreement for the Parties to enter into this Agreement to engage the
Company for the provision of the Works.

(B) This Agreement is intended to specify the detailed contractual terms and
conditions for the provision by the Company of the Works.

(C) The Operator is willing to engage the Company for the provision of the Works
and the Company is willing to carry out such Works upon the terms and
conditions of this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the Schedules and the Appendices hereto, unless the context
otherwise requires, the following expressions have the following meanings:

“Agreement” means this Service Agreement and the Schedules, all agreed specifications,
plans, drawings and other documents which are prepared pursuant to this Service
Agreement and/or any amendments to this Service Agreement which are in writing and
executed by both Parties;

“Cable Facilities” means all cables (including but not limited to fibre, copper, coaxial,
UTP, STP, etc.) cable conduits, cable ducts, cable trays, cable hanger, cable trunking,

Schedule 1 - 1
cable ladder, cable joint, cable splitter, cable mount, cable connector, power points,
power lines, power switches and other ancillary equipment to be used in relation to the
provision of KTT WiFi Service

“Confidential Information” means any and all written, oral or other tangible or
intangible form of information, discoveries, ideas, concepts, know-how (whether
patentable or copyrightable or not), research, development, designs, specifications,
drawings, blueprints, tracings, diagrams, models, samples, flow charts, data computer
programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or
techniques, customer names, technical, financial or business information and trade secrets
whether or not labeled as “Confidential”. The provisions of this Agreement are
Confidential Information of the Parties;

“Date of Completion” means the date of completion of the Works as specified in the
Project Plan;

“Delivery Date” means the relevant date(s) of delivery as specified in the Project Plan;

“Documentation” means including without limitation the documents, diagrams,


conceptual network schematics to be provided by the Company to the Operator as
described in Schedule 2;

“Equipment” means the hardware equipment such as network components, switches and
cables as described in the section(s) of Schedule 2 to be supplied by the Company to the
Operator under this Agreement;

“Force Majeure Event” means anything outside the reasonable control of the Party
including acts of God, industrial dispute or any kind of war (declared or undeclared),
blockade, disturbance, lightning, fire, earthquake, storm, flood, explosion or meteor,
government restraint, expropriation or prohibition, any action or event that infringes
property rights, inability or delay in granting or obtaining government approvals,
consents, permits, licenses or authorities, or termination or withdrawal of such approvals,
consents, permits or licenses;

“Goods” means the Equipment and Documentation (or any part or combination thereof
where the context requires) that are to be supplied by Company as set out in Schedule 2;

“HK$” means the lawful currency of Hong Kong;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s
Republic of China;

“Install” means to lay, place, erect, fit, connect, mount, install, affix, run, establish,
insert, set up, construct, power up, and provide the materials, Equipment, labour, testing
and anything else necessary to enable the System to be installed Ready for Service (as
defined below), and “Installation” shall be construed accordingly;

Schedule 1 - 2
“Intellectual Property Rights” means any patent right, design right, copyright, database
right, trademark or trade name (whether or not registered), and any pending applications
relating to the foregoing, web site address, trade secrets, know-how, and all other
intellectual property rights which may exist in any part of the world;

“KTT Wi-Fi Licence Agreement” means the KTT Wi-Fi Provider Licence Agreement
entered or to be entered into between the Operator and MTRCL on or about the date
hereof for the provision of Wi-Fi services to consumers and users in the Sites, as such
agreement may be amended from time to time; and

“Maintenance Support Services” means the field replacement and maintenance support
services as described in section(s) of Schedule 2;

“MTR” means the railway system including the railway premises and all the civil works,
electrical and mechanical works, infrastructure system, plant, machinery, equipment fixtures,
chattels moveables and immoveables forming part of the overall system for the operation
and maintenance of the mass transit railway;

“Project Plan” means the time schedule under which the Works are to be provided by
the Company as set out in Schedule 1;

“Price” means the total contract sum for the Works provided by the Company to the
Operator under this Agreement as set out in Clause 5;

“Ready for Service” has the meaning as set out in Clause 3.1(h);

“Site” means the KTT, through train platform areas and the Departure Hall of MTR
Hung Hom Station (as such capitalised terms are defined in the KTT Wi-Fi Provider
Licence Agreement) and such other areas as specified in Schedule 2 that the Goods are to
be delivered and the Systems are to be installed;

“Services” means the Installation services, System Integration Services, Maintenance


Support Services and other services to be provided by the Company to the Operator under
this Agreement;

“System Integration Services” means the integration services as described in the


section(s) of Schedule 2 to be carried out by the Company;

“Technical Schedule” means the specifications of the System and Works as set out in
Schedule 2; and

“Works” or “System” means the scope of works (including the Equipment and Services)
to be supplied, performed and/or provided by the Company in accordance with Clause 3
and the Technical Schedule.

1.2 In this Agreement, unless the context otherwise requires:

Schedule 1 - 3
(a) the singular includes the plural and vice versa;

(b) the word person includes a body corporate, a firm, an unincorporated


association or an authority;

(c) the headings of the Clauses or paragraphs contained herein are for
convenience only and shall not define, limit, describe or constitute the
contents of such Clauses and paragraphs;

(d) words importing a gender include any other gender;

(e) a reference to a Party includes its successors and permitted assigns;

(f) where a word or phrase is given a particular meaning, other parts of


speech and grammatical forms of that word or phrase have corresponding
meanings;

(g) a reference to a Schedule includes a reference to any part of that Schedule


which is incorporated by reference; and

(h) a reference to any legislation or legislative provision includes any


statutory modification or re-enactment of, or legislative provision
substituted for, and any subordinate legislation issued under, that
legislation or legislative provision.

1.3 If there is any inconsistency between Clauses 1 to 23 of this Agreement and a


Schedule or between any Schedules, the inconsistency will be resolved in the
following order of preference:

(a) Clauses 1 to 23 of this Agreement; and

(b) the Schedules.

2. TERM

The term of this Agreement shall commence from the date of this Agreement and
continue to take effect until the date of expiration of the KTT WiFi Provider License
Agreement unless terminated earlier by mutual written agreement of the Parties, provided
that the Company shall have the discretionary option to extend this Agreement through to
the then applicable Term of and as defined in the KTT Wi-Fi Provider Licence
Agreement.

3. WORKS

3.1 The Operator grants the Company the exclusive right to perform the Works
during the term of this Agreement. The Operator shall provide all necessary

Schedule 1 - 4
assistance to the Company, including but not limited to conducting on-site
inspection and provide an acceptance certificate upon delivery. The entire scope
of Works to be provided by the Company under this Agreement shall be to use
reasonable commercial efforts to:

(a) supply the Operator with the Equipment by the Delivery Dates set out in
the Project Plan;

(b) provide the Documentation to the Operator;

(c) deliver and Install the Equipment and the System (including any necessary
modules or components for the System) to the Sites;

(d) provide System Integration Services, Installation and configuration


services to the System at the Sites leading up to the date of Ready for
Service;

(e) perform acceptance tests on the System in accordance with such protocol
as the Parties may agree in writing;

(f) provide Maintenance Support Services during the term of this Agreement;

(g) attend to Installation and testing of the System at the Sites based on the
Technical Schedule with the view that the System can be ready for
commercial live operation of the Wi-Fi services to users on the date as
agreed by the Parties (“date of Ready for Service” or “Ready for
Service”); and

(h) cooperate with the Operator to obtain government or regulatory consents


necessary for the Works to be provided by the Company under this
Agreement.

3.2 Notwithstanding the above and other provisions in and Schedules to this
Agreement, the Company shall not be in any way responsible for any matters,
breach or event attributable to any Equipment, Goods and Works that are not
selected, supplied and/or installed by the Company, as that shall rest with the
Operator.

4. PRICE

The Price quoted in this Agreement are stated in Hong Kong Dollars. The Operator
agrees to pay and to be solely liable for any and all taxes and other assessments in the
nature of taxes assessed and assessable, including but not limited to, income, profit,
withholding tax (if any), stamp duty, workers compensation insurance, mandatory
provident funds or any other employment related or similar taxes or charges incurred as a
result of the performance of the Works and to be responsible for all statutory obligations,

Schedule 1 - 5
reporting and timely notifications relating to such matter, provided that Company shall be
responsible for its own profits tax.

5. PAYMENT

5.1 In consideration for the provision of Works by the Company, the Operator shall
pay the Company the Price in accordance with this Clause 5.

5.2 The Operator shall pay the Company a (HK$ ) network mobilization fee in the
following manner:

(a) HK$[ ], being first installment of the network mobilization fee, shall be
paid upon the Parties signing this Agreement; and

(b) HK$[ ], being the last and final installment of the network mobilization
fee, shall be paid on the Date of Completion.

5.3 In addition to Clause 5.2, the Operator shall pay a service fee for the System
during the term of this Agreement to the Company in the following manner:

(a) HK$[ ] shall be paid on the Date of Completion; and

(b) HK$ [ ] on each anniversary of the Date of Completion during the term of
this Agreement.

5.4 The prices referred to in this Clause 5 shall be promptly deposited by the Operator
in such bank account as nominated by the Company from time to time.

6. PROJECT PLAN

6.1 The Company shall use reasonable commercial efforts towards completing each
stage of the Works by the Delivery Dates and in accordance with the Project Plan.

6.2 The Project Plan shall not be amended or modified except with the prior written
consent of the Operator and the Company.

7. PROGRESS REPORTS

7.1 A progress report in the form of summary of meetings held between the Parties
shall be submitted every two weeks by the Operator and endorsed by the
Company (“Progress Report”). The Parties agree that the following topics
should be covered in each of those meetings wherever practical: progress of
development or production, scheduled dates for delivery of the Works, any
anticipated delivery delays and all other relevant information in such form as the
Operator may reasonably require. Each Progress Report shall include a statement
indicating whether the Date of Completion is expected to be achieved or giving a
detailed explanation should there be any possibility of delay.

Schedule 1 - 6
7.2 If the Company at any time reasonably believes that important milestones in the
Project Plan will or are likely to be delayed, the Company shall promptly notify
the Operator of the expected period of delay and the cause of delay.

8. WORK CONTROL

8.1 Each Party shall appoint a project manager who shall:

(a) have sufficient delegated authority to make day-to-day decisions and shall
have reasonable control of and authority over its personnel; and

(b) be contactable during normal working hours for the furtherance of this
Agreement and the KTT Wi-Fi Licence Agreement.

8.2 Each Party shall notify the other Party of the name of its project manager and any
subsequent personnel change.

9. TITLE AND RISKS

Unless otherwise agreed by the Parties, title to the Equipment and Goods supplied by the
Company and the equipment and goods supplied by the Operator shall at all times remain
with the Company and the Operator respectively.

For avoidance of doubt, the Cable Facilities shall not from part of the equipment and
goods supplied by the Operator after installation. The ownership of the Cable Facilities
shall be vested in the Company.

During the term of this Agreement, the Operator shall not remove any Equipment from
the Sites without first obtaining the prior written consent of the Company’s project
manager. Such notice shall include the details of Equipment to be removed and the
reason for its removal.

10. OPERATOR SUPPORT

The Operator shall be responsible for all equipment, goods and services it provides
together with all costs and liabilities attributable thereto, and the Operator shall promptly
provide, without limitation, the following to the Company: (a) access to the Sites; (b)
supply and delivery of the Operator’s equipment necessary for the performance of the
Company’s duties and obligations under this Agreement; (c) accept delivery of the Goods
and the Works from the Company; (d) all electric power, lighting, air conditioning
needed by the Company to perform the duties and obligations under this Agreement; and
(e) other relevant requirements under this Agreement (including without limitation,
design and technical set-up of the System).

11. INTELLECTUAL PROPERTY RIGHTS

Schedule 1 - 7
11.1 All Intellectual Property Rights used or created in connection with the entry into
and implementation of this Agreement shall automatically vest in the Company
upon first use or creation.

11.2 Subject to Clause 11.1, each Party acknowledges and agrees that the other Party
does not and have not under this Agreement granted it any right or license in or to
the other Party’s Intellectual Property Rights, and no license or other rights shall
be created by implication or estoppel. In particular, but without limiting the
generality of the foregoing, no right or license in or to source code for any
software of the other Party is granted hereunder (if any).

11.3 Each Party agrees not to use the other Party’s trade marks, logos or trade names
without the prior written consent of the other Party.

12. CONFIDENTIALITY

12.1 Each Party agrees to keep and procure to be kept secret all the Confidential
Information obtained from the other Party pursuant to this Agreement or prior to
it.

12.2 Subject to other provisions of this Clause, neither Party shall at any time divulge,
disclose nor otherwise furnish to any third party any information relating to the
affairs or business of the other Party.

12.3 Each Party shall only reveal the Confidential Information to its officers,
employees, legal advisors, agents or contractors to whom disclosure is necessary
for each of them to perform his duties for the purpose of this Agreement. Each
Party shall impose the above obligation of confidentiality on their respective
officers, employees, legal advisors, agents and contractors.

12.4 The foregoing obligations shall not apply, however, to any part of the
Confidential Information which:

(a) was already known to the recipient Party prior to receipt thereof;

(b) was already in the public domain or becomes so through no fault of the
recipient Party;

(c) was acquired by the recipient Party from a third party having the right to
convey the Confidential Information to the recipient Party without any
obligation of confidentially not to disclose the same;

(d) is independently developed by the recipient Party without access to the


information of the other;

(e) is approved for release by prior written authorization by the owner of the
Confidential Information; or

Schedule 1 - 8
(f) is required by law, any regulatory requirements, or the business rules of
any stock exchange to be disclosed, provided that the Party required to
disclose that Confidential Information shall (i) immediately notify the
disclosing Party, where time permits and without contravention of any law,
in writing of the particulars of the required disclosure, and (ii) provide the
disclosing Party with all necessary assistance reasonably required by the
disclosing Party (at the disclosing Party’s own costs and expenses) to
enable the disclosing Party to take any reasonably steps available to it to
prevent that disclosure or to ensure that it occurs subject to a reasonable
obligation of confidence.

12.5 Subject to the provisions in Clause 12.4, these obligations of confidentiality shall
survive for a period of five (5) years after the expiration or termination of this
Agreement.

12.6 Each Party further agrees, upon expiration or termination for whatever cause of
this Agreement, forthwith to return to the other Party all documents and any
materials (in whatever form) containing any of the Confidential Information
and/or the business of the other Party.

13. TERMINATION

13.1 Either Party may terminate this Agreement if MTRCL issues the Operator and the
Company with a written notice requiring termination of this Agreement for MTR
station operation needs or station improvement schemes, by giving at least six (6)
months prior notice in writing to the other Party without any compensation
thereof.

13.2 Without prejudice to any rights and remedies either Party may have under this
Agreement, each Party shall have the right to terminate this Agreement with
immediate effect by serving the other Party notice in writing if:-

(a) the other Party commits any breach of any material term of this
Agreement and (in the case of a breach capable of being remedied) that
breach is not remedied within sixty (60) days after written notice to do so
has been served on that Party; or

(b) the other Party shall have a receiver or a administrative receiver appointed
or shall pass a resolution for winding-up (otherwise than for the purposes
of a bona fide scheme of solvent amalgamation or reconstruction) or a
court of competent jurisdiction shall make an order to that effect or if the
other Party shall become subject to an administrative order or shall enter
into any voluntary arrangement with its creditors or shall cease or threaten
to cease to carry on business or analogous event in the jurisdiction in
which the relevant Party is incorporated.

Schedule 1 - 9
13.3 The expiration or termination of this Agreement (howsoever caused) shall not
prejudice or affect any accrued rights or liabilities nor shall it prejudice or affect
the coming into force or the continuance in force of any provision hereof which is
expressly or by implication intended to come into or continue in force on or after
such expiration or termination.

14. LIMITATION OF LIABILITY

Neither Party shall be liable for any indirect, consequential, collateral, special, incidental
or punitive loss or damage suffered or incurred by the other Party in connection with this
Agreement whether during or after the term of this Agreement. For the purposes of this
Agreement, indirect or consequential loss or damage includes, without limitation, loss of
revenue, profit, anticipated savings or business, loss of data or goodwill, loss of use or
value of any equipment (including software), claims of third parties, and all associated
and incidental costs and expenses. Nothing in this Agreement shall in any way exclude
or restrict a Party’s liability for death or personal injury resulting from the negligence of
that Party. Neither Party is liable to the other in contract, tort or otherwise in respect of
claims brought by any third party. Notwithstanding any other provisions of this
Agreement, each Party’s maximum aggregate liability under or in relation to this
Agreement, the performance of this Agreement or any activity contemplated by this
Agreement whether for breach of contract, tort or otherwise (including negligence) or
under any statute or otherwise, shall be limited to an amount not exceeding the total
contract value of this Agreement.

15. FORCE MAJEURE

Notwithstanding any other provision of this Agreement, a Party shall not be deemed to
have breached an obligation under this Agreement (except an obligation to pay money)
and will not be liable to the other Party for a delay or failure to perform an obligation
under this Agreement (except an obligation to pay money) resulting from a Force
Majeure Event, solely for the duration of such Force Majeure Event. The Party affected
by the Force Majeure Event will be granted a reasonable extension of time to perform its
duties and obligations under this Agreement, if: (a) it notifies the other Party as soon as
reasonably practicable of the event or circumstance and of the period for which it expects
performance of its duties and obligations to be delayed or prevented; and (b) it takes all
reasonable steps to limit the effects of the Force Majeure Event.

16. ASSIGNMENT AND SUBCONTRACTING

Neither Party may assign its rights, duties and obligations under this Agreement without
the prior written consent of the other Party, provided that the Company may subcontract
at its own discretion provided that such sub-contracting shall not relieve the obligations
of the Company owed to the Operator hereunder.

17. ENTIRE UNDERSTANDING AND AMENDMENT

Schedule 1 - 10
17.1 This Agreement supersedes all previous agreements (whether written or oral)
made between the Operator and the Company with regards to the subject matter
hereof which shall from the date of this Agreement cease to have any force and
effect and shall not be binding on the Parties.

17.2 This Agreement embodies the entire understanding between the Parties in relation
to the subject matter hereof and there are no promises, terms, conditions or
obligations, oral or written, expressed or implied, other than those contained
herein.

17.3 No amendment or variation of this Agreement shall be effective unless it is in


writing and signed by the authorized representatives of the Parties.

18. RAILWAY PARAMOUNT

18.1 The Operator acknowledges and agrees that the efficient and expeditious
operation of the KTT and MTR service are paramount considerations in the
performance of, and in giving effect to, any provision of this Agreement
notwithstanding any clause or provision of this Agreement to the contrary.
18.2 Company and/or MTRCL shall have the absolute right to do all such acts and
things as it may in its absolute discretion consider necessary and expedient for the
purpose of inspecting, maintaining and repairing any part of KTT or to ensure
smooth operation of KTT including, without limitation, the suspension of
operation of KTT and the closure of any KTT station. Company and/or MTRCL
shall not be liable (whether in contract, tort or under any statute or otherwise) to
the Operator under any circumstances for any direct, indirect or consequential loss,
damage or liability incurred or sustained by the Operator in relation to or arising
out of any such acts including without limitation any loss of revenue or profits.
18.3 Company and the Operator agrees that MTRCL shall have the right to make
additions, improvements, installations or repairs to any part or portion of the
Premises (as such term is defined in the KTT Wi-Fi Licence Agreement) as the
same may be desired by MTRCL from time to time at its own costs and expenses,
and such activities may cause obstructions of and interference with the use of the
Premises and the Services and MTRCL may interrupt or suspend the supply of
electricity or other services when necessary for additions, improvements,
installations or repair purpose. Company and the Operator shall not make any
claims to either Party and/or the MTRCL for compensation or otherwise in
relation to or as a result of the exercise of this right by MTRCL.
18.4 The Operator acknowledges that the MTR Hung Hom Station may be closed for
such period as MTRCL may in its absolute discretion determine and the Operator
or its contractors, workmen, employees, agents or invitees shall carry out no
works nor any other activities whatsoever in or upon the Premises during such
period of closure except with the prior written consent of MTRCL.
18.5 The Operator accepts the train services of KTT and the Premises without

Schedule 1 - 11
limitation to MTR Hung Hom Station on an “as is” basis and shall not be entitled
to any claim for compensation or deduction whatsoever or discrepancies hereto in
respect of the train services of KTT and/or the Premises that may be altered,
ceased or closed from time to time without prior notice to the Operator.
18.6 Without prejudice to Clause 13, Company expressly reserves the right to
terminate this Agreement if required for MTRCL’s train operation needs or
service improvement schemes, by giving at least six (6) months advance notice in
writing to the Operator without any compensation thereof and the Operator shall
have no claim whatsoever against Company and/or MTRCL.

19. NOTICES

Any notice required to be given under this Agreement shall be sufficiently given if
delivered personally, sent by telex, facsimile, telegram or registered post to the principal
or registered office of the party to be served. Any such notice shall be deemed to have
been received and given at the time on the same day, if the notice is delivered by hand, by
telegram or post 7 days after dispatch, and on the same day as its successful transmission
if it is sent by facsimile or telex, in each case to the address of the applicable Party as
follows. Each Party may change its address or facsimile number for this purpose by
giving written notice to the other Party in compliance with this Clause

If to the Operator:

Address: [INSERT ADDRESS]


For the attention of: [INSERT NAME AND TITLE]
Fax Number: [INSERT FAX NUMBER]

If to the Company:

Address: 12th Floor, MTR Headquarters Building, Telford Plaza,


No. 33 Wai Yip Street, Kowloon Bay, Hong Kong
For the attention of: Mr. Peter Lok
Head of Strategic Development & Engineering
Fax Number: 2993 7781

20. SOLICITATION OF EMPLOYEES

Without the written consent of the Company, the Operator shall not prior to the
expiration of a twelve (12) months period from the expiration or sooner termination of
this Agreement either directly or indirectly knowingly induce or entice to leave his or her
post, any employee of the Company who was involved with the Works or Services
contained in this Agreement either as principal, agent, employee, independent contractor
or any other form of engagement or employment.

21. RESOLUTION OF DISPUTES

Schedule 1 - 12
21.1 The Parties shall make every effort to amicably resolve, by direct informal
negotiation.

21.2 If the Parties are unable to amicably resolve any disagreement or dispute within
thirty (30) days from the date when such disagreement or dispute arose, either
Party may require the dispute to be referred to senior management of each of the
Parties for resolution. In the event that such senior management are unable to
resolve the same, either Party may refer the matter in dispute to arbitration at the
Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the
Domestic Arbitration Rules.

21.3 Arbitration shall be conducted before a single arbitrator to be appointed by the


HKIAC. The language to be used in the arbitral proceedings shall be English. The
arbitrator’s decision shall be final and binding on the Parties and his fees for so
acting shall be borne by the Parties in equal shares.

21.4 Subject to the other provisions of this Agreement, the Parties must continue to
comply with their respective obligations under this Agreement during the
continuance of a disagreement or dispute, any alternative dispute resolution
process undertaken in accordance with this Clause or any permitted court
proceedings.

21.5 Notwithstanding the provisions of this Clause, either Party shall have the right to
seek preliminary and permanent injunctive relief in any court of competent
jurisdiction, in order to prevent or enjoin any misappropriation, misuse,
unauthorized disclosure or infringement of any of either Party’s Intellectual
Property Rights and/or Confidential Information.

22. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Hong
Kong.

23. THIRD PARTY RIGHTS

Except insofar as this Agreement expressly provides that a third party may in his own
right enforce a term of this Agreement (such as MTRCL in Clause 18), a person who is
not a Party to this Agreement has no right to rely upon or enforce a term of this
Agreement.

Schedule 1 - 13
IN WITNESS HEREOF the authorized representatives of each of the Parties have executed and
entered into this Service Agreement on the day and year first above written.

SIGNED by )
for and on behalf of )
[NAME OF THE OPERATOR] )
)
in the presence of )

SIGNED by )
for and on behalf of )
TraxComm Limited )
)
in the presence of )

Schedule 1 - 14
Schedule 1 (Project Plan)

Schedule 1A – Tentative Project Plan for Provision of Station Wi-Fi Network

Duration Year 2013


Task ID Task Description
(week) Week No.
1 Service Agreement Closure
2 Site Survey
3 Design
4 Delivery
5 Installation
6 Testing & Commissioning
7 System Integration
8 System Acceptance Test
9 Ready for Service
10 As-Built Documentation
11 Date of Completion

Schedule 1 - 1
Schedule 1B – Tentative Project Plan for Provision of In-Train Wi-Fi Network

Task Duration Year 2013


Task Description
ID (week) Week No.
1 Service Agreement Closure
2 Site Survey
3 Design
4 Delivery
5 Installation
5.1 Train No
5.2 Train No
5.3 Train No.
5.4 Train No.
5.5 Train No.
5.6 Train No.
5.7 Train No.
5.8 Train No.
5.9 Train No.
5.10 Train No.
5.11 Train No.
5.12 Train No.
6 Testing & Commissioning
7 System Integration
8 System Acceptance Test
9 Ready for Service
10 As-Built Documentation
11 Date of Completion

N.B. :
a. This tentative program is subject to further refinement after closure of Agreement.
b. The working window in grey colour is allocated for installation of all the E&M facilities as well as PWLAN Equipment. Operator shall make her best endeavour to deliver the Equipment to cope with the
planned installation program.

Schedule 1 - 1
Schedule 2 TECHNICAL SCHEDULE

Provision of Wi-Fi Service for KTT Through Train, Departure Hall and
Platform Areas in Hung Hom Station

1 Preamble

1.1 This Technical Schedule provides the technical information of the physical
network to be constructed for the provision of Wi-Fi coverage to serve the
KTT through train, the Departure Hall as well as the through train platform
areas in Hung Hum station. Demarcation of responsibilities between
TraxComm and the selected Operator for the provision of various network
components is also defined.

2 Network Coverage Requirement

2.1 The Wi-Fi Network to be constructed shall provide at least 80% coverage in
the following areas and defined as Sites :
- the Departure Hall of approximately 1,458 square meter in size
- the VIP room inside the Departure Hall of approximately 42 square meter
in size
- the Through Train platform area
- within the passenger cabin of the KTT Through Train

2.2 Wi-Fi coverage for escalators in the Departure Hall leading to the platform
will not be purposely provisioned due to safety consideration.

3 Network Configuration

3.1 Indoor Wi-Fi coverage :

3.1.1 Appendix B depicts the conceptual network configuration of the indoor


Wi-Fi network which is configured in a star topology. The selected
Operator who is the Wi-Fi service provider will be responsible for the
overall performance of the Wi-Fi network in terms of coverage,
security, throughput and latency performance, etc. TraxComm will
provide the E&M infrastructure in general and also acts as the
appointed Contractor to install all the network components.

3.1.2 Demarcation of responsibilities between TraxComm and the selected


Operator with respect to the supply (which implies ownership in
general), installation, and maintenance responsibilities of respective
network components for the indoor Wi-Fi network is detailed in
Appendix C.

3.2 In-train Wi-Fi coverage :

3.2.1 Appendix D depicts two typical configuration of KTT Though Train.


The fleet size ranges from 7 to 9 passenger cars depending on the
traffic needs configured with one or two Premium Coaches. Under

Schedule 2 - 1
normal operation, the train fleet is made up of two Premium Coaches
located in the middle of the fleet and where the 3G routers will be
installed. The conceptual design of the in-train Wi-Fi network
incorporates redundant 3G routers when two Premium Coaches are
deployed for train services. When one of Premium Coaches is out of
service for maintenance reason, the in-train Wi-Fi service will be
supported by the 3G router(s) installed inside only one Premium Coach.

3.2.2 Appendix E depicts the conceptual network schematic of the physical


in-train Wi-Fi network which is subject to changes and to the approval
by the MTR Corporation.

3.2.3 Demarcation of responsibilities between TraxComm and the selected


Operator with respect to the supply (which implies ownership in
general), installation, and maintenance responsibilities of respective
network components for the in-train Wi-Fi network is detailed in
Appendix F.

4 Demarcation of Roles and Responsibilities between TraxComm and the


selected Operator

4.1 General demarcation of roles and responsibilities for indoor as well as in-train
Wi-Fi network service provision :

4.1.1 Appendix C provides details of the demarcation of design, supply


(ownership), installation and scope of maintenance service for
respective network components with reference to the conceptual
network schematic provided in Appendix B for indoor Wi-Fi network
service provision.

4.1.2 Appendix F provides details of the demarcation of design, supply


(ownership), installation and scope of maintenance service for
respective network components with reference to the conceptual
network schematic provided in Appendix E for in-train Wi-Fi network
service provision.

4.2 Scope of provision and responsibilities of TraxComm :

4.2.1 TraxComm will take up the role as Project Manager for all site
implementation activities.

4.2.2 TraxComm will supply, design, own, construct, test and commission
the cable infrastructure that serves the Wi-Fi network.

4.2.3 TraxComm will be responsible for the installation of other Wi-Fi


network equipment/components supplied by the selected Operator.

4.2.4 TraxComm will be responsible for the provision of ac and/or dc power


supply to energize the network switches which are housed inside the

Schedule 2 - 2
Equipment Cabinet where applicable. The Equipment Cabinet is
designed, supplied and maintained by the selected Operator which is
subject to the approval by the MTR Corporation.

4.2.5 TraxComm will be responsible for the maintenance of the cable


infrastructure that serves the Wi-Fi network.

4.2.6 TraxComm shall provide Maintenance Support Service which includes


field replacement of defective components such as network switches
and Access Points will be carried out by TraxComm is tabled in
Appendix C and F. Maintenance spare and other logistic management
and will be further discussed with selected Operator after contract
award.

4.2.7 TraxComm shall not bear the responsibilities for the repair of the Wi-
Fi network equipment supplied and owned by the selected Operator.

4.2.8 TraxComm shall provide System Integration Service and will jointly
integrate the network components with the selected Operator so as to
enable Wi-Fi service rollout in the designated areas as planned and
approved.

4.3 Scope of provision and responsibilities of the selected Operator :

4.3.1 The selected Operator shall be responsible for the overall system
design of the Wi-Fi network concerning system performance and shall
conduct her own system commissioning tests.

4.3.2 The selected Operator shall follow the design approval process
stipulated by the MTR Corporation.

4.3.3 The selected Operator shall be responsible for the design submissions
of all the network components supplied by the Operator which will be
installed inside MTR premises. Such design submissions are subject to
the approval by the MTR Corporation with focuses on the installation
practicality as well as safety aspect.

4.3.4 The selected Operator shall also submit sub-program to TraxComm


with respect to equipment delivery and system integration and
commissioning activities, etc for overall program management.

4.3.5 The selected Operator shall supply all network equipment including,
but not limited to, network switches and routers, Access Points, and
associated installation hardware such as Equipment Cabinets,
mounting brackets and housing for Access Points, etc.

4.3.6 The selected Operator shall free issue all the network components and
installation hardware to TraxComm for installation.

Schedule 2 - 3
4.3.7 The selected Operator shall be responsible for system-wide fault
isolation and repair of all the network components owned by the
Operator.

4.3.8 The selected Operator shall supply the RF jumper cables connecting
the antenna, if applicable, and free issue to TraxComm for installation.
For the ease of maintenance management, the ownership of the RF
cables shall be transferred to TraxComm.

4.3.9 The selected Operator may have direct interface with the
subcontractors appointed by TraxComm during the course of project
implementation as well as maintenance activities.

4.3.10 The selected Operator shall carry out joint site survey with the
subcontractors appointed by TraxComm to propose the suitable
location to install required network equipment subject to the approval
by MTR Corporation.

4.3.11 The selected Operator shall be responsible for purchase of her own
insurance package to protect her interest against damage or loss of
network equipment issued to TraxComm for installation.

Schedule 2 - 4
APPENDIX A – ABBREVIATION AND ACRONYMS

Appendix A - 1
APPENDIX B – INDOOR Wi-Fi NETWORK SCHEMATIC

Appendix B - 1
APPENDIX C – DEMARCATION OF DESIGN, SUPPLY, INSTALLATION &
MAINTENANCE OF INDOOR Wi-Fi NETWORK

Maintenance
Item Description Application Designed by Supplied by Installed by
Scope of TRX
1
2
3
4
5
6
7
8
9
10
11
12
13
14a
14b

Maintenance
Item Description Application Designed by Supplied by Installed by
Scope of TRX
15
16
17
18
19
20
21
22
23

N/A – Not applicable


R – Field replacement
F – Fault isolation

* - For ease of maintenance management, ownership of all RF cables supplied by


the selected Operator shall be transferred to TraxComm.

Appendix C - 1
APPENDIX D – CONFIGURAION OF KTT THROUGH TRAIN

1. 7-car Configuration with 3-1-3 Combination

Locomotive Executive Coach Executive Coach Executive Coach

North
Premium Coach Executive Coach

Executive Coach Executive Coach Locomotive

2. 9-car Configuration with 3-2-4 Combination

Locomotive Executive Coach Executive Coach Executive Coach

North
Premium Coach Premium Coach

Executive Coach Executive Coach

Executive Coach Executive Coach Locomotive

Appendix D -1
APPENDIX E – SCEHMATIC DIAGRAM OF FACILITIES INSIDE COACH

1. Premium Coach

2. Executive Coach

Appendix F
APPENDIX F – DEMARCATION OF DESIGN, SUPPLY, INSTALLATION &
MAINTENANCE OF IN-TRAIN Wi-Fi NETWORK

Maintenance
Item Legend Description Designed by Supplied by Installed by Scope of
TraxComm

10

11

12

13

14

N/A – Not applicable; R – Field replacement; F – Fault isolation

* - For ease of maintenance management, ownership of all RF cables supplied by


the selected Operator shall be transferred to TraxComm.

Appendix F

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