1. APPLICATION
1.1 This schedule, which contains a description of the Cloud PBX Services form part of the Agreement entered into between the Parties for the provision of the Cloud PBX Services.
1.2 Definitions and interpretations that are specific to this Schedule are set out in Annex 1 and apply in addition to the definitions and interpretations set out in Schedule 1 (Definitions) of the General Conditions.
2. SERVICE DESCRIPTION
2.1 The Supplier will provide the Customer with either a cloud- based voice over internet (VoIP) service or a combination of the cloud-based voice over internet (VoIP) service with an on- site PBX, as set out in the applicable Order and hereinafter defined as “Cloud PBX Services”.
2.2 The Supplier shall, where applicable, provide the Customer with additional features to facilitate the management of the Cloud PBX Services, which are separately chargeable in accordance with the Supplier’s current Tariffs and may include one or more of the following:
2.2.1 Call Centre Monitoring (monitoring and reporting suite);
2.2.2. Call Recording {recording and message delivery);
2.2.3. Call Encryption (encryption of signalling and language);
2.2.4. XCAPI (integration of fax-server solutions)
as set forth in the applicable Order and hereinafter defined as “Additional Services”.
2.3 The Supplier will provide and manage the Cloud PBX Services as set out in paragraph 4 of this schedule and as set out in the Order, up to the Hub, or if the Customer does not use a Hub, up to the Network Terminating Unit “Cloud Voice Support Boundary”.
2.4 The Supplier has no responsibility for the Cloud PBX Services outside of the Cloud Voice Support Boundary.
2.5. The Supplier makes no representations, whether expressed or implied, about whether the Cloud PBX Services will operate in combination with any Customer Equipment or other equipment and software.
3. CUSTOMER OBLIGATIONS
3.1 Before the Commencement Date and where applicable, during the Term of this Agreement, the Customer shall:
3.1.1 confirm that telephone numbers to be taken over by the Supplier are free from rights of third parties which restrict such takeover;
3.1.2. confirm that the information provided by the Customer to the Supplier is correct and complete;
3.1.3 notify the Supplier of any changes in respect of the data provided by the Customer. This includes but is not limited to the Customer’s name and address as well as email, telephone and fax numbers of the Customer’s service contact;
3.1.4 not use the Cloud PBX Service to transmit any content in breach of Applicable Law;
3.1.5 ensure that the Cloud PBX Services are not used either by the Customer (including the Authorized Users) or any third party for any fraudulent, criminal, defamatory, offensive, obscene or abusive purpose or so as to constitute a violation or infringement of the rights of the Supplier or any third party;
3.1.6 comply with all Applicable Laws and all reasonable instructions from the Supplier in relation to the Customer’s use of the Cloud PBX Service;
3.1.7 keep any passwords provided by the Supplier to access the Cloud PBX Service strictly confidential and shall promptly notify the Supplier if it becomes aware any unauthorized third party becomes aware of such password;
3.1.8 inform employees and members of staff that calls to Emergency Services may require first dialing (9) as a prefix in order to access an external line;
3.1.9 inform employees and members of staff that calls to Emergency Services are not available during power cuts and network outages;
3.1.10 inform the Supplier of any changes to any Site(s) address and/or access details stored in My Portal and ensure that this information is up to date; and
3.1.11 check voice mail messages at regular intervals, and in any event at least every four (4) weeks. The Supplier reserves the right to delete personal messages if the Capacity Limits within the relevant Tariff have been exceeded
3.2 The Customer acknowledges and accepts that a failure to comply with paragraph 3.1.10 to will result in incorrect address information being made available to Emergency Services and consequently may mean that Emergency Services are unable to locate the Customer and/or its Authorized User(s).
3.3 If as a result of the Customer’s negligence or default a third party obtains any password supplied to the Customer, the Customer shall be liable for all charges incurred as a result of any one of the Service using such password.
3.4 In the case of a serious breach of the obligations under this Schedule by the Customer or if the Customer fails to prevent a security breach by a third party (having been warned by the Supplier within a reasonable period of time about such security risk) the Supplier shall be entitled to terminate this Agreement in accordance with paragraph 4.22.
4. SERVICE CONDITIONS
ASSOCIATED SERVICES
4.1 To enable the Supplier to fulfil its obligations under this Agreement the Customer shall have the following services in place that will connect to and are necessary for the Cloud PBX Services to function and to ensure that the Cloud PBX Services meet the minimum technical requirements:
4.1.1 a suitable PBX;
4.1.2 a suitably enabled Access Service;
4.1.3 a business broadband Hub;
4.1.4 a SIP Gateway if the PBX referred to in paragraph 4.1.1 is not an IP enabled PBX;
4.1.5 a suitable LAN infrastructure; and
4.1.6 IP Hardware
each an “Enabling Service”.
4.2 It is the Customer’s responsibility to ensure uninterrupted mains power is supplied to the PBX and any peripheral equipment. Failure to do so may impact on continuity of Calls to Emergency Services in the event of a mains power failure.
4.3 The Customer must not:
4.3.1 attempt to circumvent any security measures; or
4.3.2 change the trunk configuration on the PBX without the Supplier’s permission.
4.4 The SIP Gateway will not work in the event of a failure of the mains power or Access Service (or both) at the Site.
4.5 The Customer shall prepare and maintain the Site(s) for the installation of the Equipment and supply of the Cloud PBX Services, including but not limited to the following:
4.5.1 ensure that the Enabling Services are in place, except where the Supplier is responsible for installing the Enabling Services as specifically detailed in the Order Form;
4.5.2 ensure that the Customer Network is prepared for the installation of the Cloud PBX Service by ensuring that it is fully configured in accordance with the Supplier’s technical specifications;
4.5.3 permit the Supplier and any other person authorised by the Supplier to have reasonable access to the Site and Equipment, and provide such reasonable assistance as the Supplier requests;
4.5.4 take all reasonable steps to protect the health and safety of the Supplier’s personnel whilst on Site(s) and the Customer warrants, represents and undertakes that it has adequate health and safety provisions in place at the Site(s); and
4.5.5 provide a secure, continuous power supply at the Site(s) for the operation and maintenance of the Cloud PBX Services and associated Equipment at such points and with such connections as the Supplier specifies.
4.6 For the avoidance of doubt, the Supplier shall not be liable for the non-availability of the Cloud PBX Services caused by any inability for the Supplier to install the Cloud PBX Service as a result of the Customer’s failure to meet its obligations under paragraph 4.5 above and the Supplier reserves the right to recover any costs and expenses incurred by the Supplier as a result of such failure.
4.7 If the Supplier, is not able to configure the Cloud PBX Service due to the Customer Network not being ready to connect to the Cloud PBX Service or attends the Site(s) and discovers that the Enabling Services are not available and additional works are required, then the Customer shall be liable to the Supplier for any costs and expenses which the Supplier incurs as a result of any cancelled or rescheduled visit.
4.8 Where Enabling Services are undertaken by the Supplier as set forth in the Order, to ensure that the Customer Network is ready for the installation of the Cloud PBX Service, the Customer shall be responsible for all costs and expenses incurred by the Supplier.
4.9 For a period of two (2) weeks following installation of the Cloud PBX Service, the Supplier will undertake minor remote engineering changes to ensure that the Cloud PBX Service meets requirements (up to a maximum of two (2) hours of engineering time). Any further adds, moves and changes shall be charged in accordance with Clause 3.17 to 3.19 of the General Conditions.
INTERNET CONNECTION
4.10 In order to use the Cloud PBX Service, the Customer shall procure, at its own cost, a reliable business-grade Internet Connection either through the Supplier (any such internet connectivity provided by the Supplier shall be subject to separate terms and conditions) or through an alternative supplier which must be approved by the Supplier prior to ordering the Cloud PBX Service). The Internet Connection must be configured in accordance with the Supplier’s Guide.
4.11 Where the Internet Connection is supplied by a third party the Supplier does not assume any liability or responsibility for that third-party internet connectivity and/or any associated Service Levels.
4.12 The Customer acknowledges and agrees that the call quality provided over the Cloud PBX Services depends on: (i) both the specifications and availability of the Internet Connection to which the Customer is connected, and; (ii) the telecommunications network to which the person on the other end of the call is connected. The Supplier shall not be liable for calls of an unsatisfactory quality connection caused as a result of points (i) or (ii) above.
VOICE CLOUD SERVICES
4.13 The Supplier shall, where applicable, provide the Customer with the facility to make or receive a Call (or both) using a PBX and a suitably enabled Access Service, subject to correct dimensioning (including the number of channels) of the Access Service to support the Customer’s voice and data usage and/or the configuration and performance of the Equipment.
4.14 Where applicable, the Supplier will provide the Customer with the following in accordance with the details set forth in the Order:
4.14.1 a license for each Authorized User to enable them to make and receive Calls;
4.14.2 a right to access and use My Portal to view information, manage and administer the hosted Cloud PBX Service; and
4.14.3 new telephone number(s) or port existing number(s) to the Customer in accordance with paragraph 4.22.
4.15 Where routing of Calls utilizes Cloud PBX Services, the Customer acknowledges and agrees that the quality and availability of the Call can be subject to factors outside of the Supplier’s reasonable control and the Supplier shall not be responsible for the quality or availability of such Call.
4.16 The Customer acknowledges and agrees that Cloud PBX Service may cease if there is a power cut or power failure, or a failure of the Access Service on which the Cloud PBX Service relies and in the event of a power failure it is the Customer’s responsibility to ensure that they have the means to make Calls to Emergency Services.
4.17 Where the Customer uses Cloud PBX Services and the Customer moves location, it is the Customer’s responsibility to update address details either using My Portal or by notifying the Supplier of any change in address where the relevant equipment will be housed so that the information can be supplied to Emergency Services.
4.18 Where the Supplier makes available Software for the Customer to use with the Cloud PBX Service and/or the Additional Services, the Customer will be required to enter into an Authorized User license agreement in the form set out at any web-link or other location that the Supplier or the Software supplier may notify the Customer, as may be amended or supplemented from time to time (“EULA”).
4.19 By accepting the terms of the EULA, the Customer agrees to observe and comply with it for any and all use of the Cloud PBX Service. If the Customer does not comply with the EULA, the Supplier may restrict or suspend the Cloud PBX Service and/or Additional Services upon reasonable notice.
4.20 The Customer will allow installs of new versions of any Third- Party Software and shall ensure the Cloud PBX Services and/or the Additional Services comply with relevant specifications of any third-party design documentation which will be provided to the Supplier from time to time.
AUTHORISED USERS
4.21 In relation to the Authorized Users the Customer confirms that:
4.21.1 the maximum number of Authorized Users authorized to access and use the Cloud PBX Service and Documentation shall not exceed the number of User Subscriptions the Customer has purchased from time to time;
4.21.2 it will not allow any User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services and/or Documentation;
4.21.3 each Authorized User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorized User shall keep their password confidential; and
4.21.4 it shall maintain a written, up to date list of current Authorized Users and provide such list to the Supplier within ten (10) Working Days of the Supplier’s written request at any time.
4.22 The Supplier reserves the right to audit the Supplier’s use of the Cloud PBX Services to ensure that the Customer is complying with the terms of this Agreement. If the audit reveals that the Customer has not used the Services in accordance with this Agreement then the Supplier shall be entitled to (i) invoice the Customer for any such access that exceeds the limits provided by the Supplier to the Customer and (ii) if the Customer’s misuse is such that it amounts to a material breach of this Agreement, terminate pursuant to Clause 8.1.1 of this Agreement. In the event that any audit reveals any use in breach of the terms of this Agreement or any instructions provided to the Customer, the Customer will pay for all costs incurred in connection with and as a result of such audit.
NUMBER PORTING
4.23 Where access to the Cloud PBX Service is facilitated through number porting from a current supplier (the “Ported Number”) (e.g. BT), the Customer authorises the Supplier to (i) have the numbers from the current supplier listed in the appendices of the Order Form; (ii) have the Ported Number routed by the Supplier instead of the current supplier and; (iii) to forward appropriate details of the Customer’s porting application for the Cloud PBX Service to the Supplier.
4.24 The Customer will receive advance notification of the change of supplier of the Ported Number from the current supplier to the Supplier. The Supplier’s ability to provide the Cloud PBX Service is subject to the current supplier porting the Ported Number to the Supplier. The Supplier shall not be liable if there are any issues with the availability, suitability or any other issue with the Cloud PBX Service caused by a failure to transfer unless such failure is due to the Supplier’s error or omission.
4.25 The Customer understands and accepts that all services linked to the original number will be automatically terminated upon completion of the number porting including, but not limited to broadband service, Redcare Alarm, Fax, PDQ & Franking machines and monitoring services such as alarms and utility meters. Other services such as, but not limited to, 1571/Call Minder, Call Barring and Call Diversion will also be ceased. Any messages left via the 1571/Call Minder service will be lost. The Customer must arrange at its own cost availability of such services from other suppliers or over other lines and numbers. Failure to do so will result in disruption to the Customer’s business and the Supplier shall not take any responsibility for service loss as result of number porting.
4.26 The Customer shall cover any potential contract termination charges which may arise from the termination of the Customer’s contract with its existing supplier.
4.27 The Customer accepts that Number Porting is governed by regulation and is managed by multiple carriers and telecommunications operators and as a result the Supplier has no control over the duration nor outcome of the process. The Supplier shall not be held liable in any way for any Number Porting related issues, faults or errors howsoever caused.
4.28 The Customer accepts all charges and fees associated with Number Porting including submissions, rejections, re- submissions and export. Charges are as per the Supplier’s current price list.
4.29 From time to time and during the process of switching suppliers as per clause 3.11, the Supplier may port the Customer’s telephone number(s) between its upstream suppliers as a general internal practice. The Supplier shall not be required to notify the Customer of this internal network change nor seek the Customer’s consent.
4.30 On contract termination, any telephone numbers still required by the Customer that are listed under this Agreement must be ported from the Supplier within three (3) months of the date of termination. After this date any remaining numbers will be de-activated, removed from My Portal and will no longer be available for porting.
SERVICE FAULTS
4.31 The Supplier shall provide and manage the Cloud PBX Services in accordance with Schedule 4.1 (Fault Management Connectivity), which sets out the Supplier’s notification procedure for Service Faults together with its Service Fault Targets.
4.32 Service Levels specific to the Cloud PBX Services and in addition to those set forth in paragraph 4.31 above (if any) shall be set forth in paragraph 10 below and where there is a conflict between Schedule 4.1 (Fault Management Connectivity) and paragraph 10, the latter shall prevail.
5. NETWORK SERVICES AND AVAILABILITY
5.1 The Customer acknowledges that the Cloud PBX Services are internet-based services and, consequently, those Cloud PBX Services will only function if there is a suitable Internet Connection to support the Cloud PBX Services enabling them to do so.
5.2 In accordance with clause 4.1, the Customer shall ensure that it has access to a functioning and suitable Internet Connection to support the Cloud PBX Services.
5.3 The Customer acknowledges that the Cloud PBX Services will not be available in the event of a power cut affecting any Site(s) that the Customer installs the Cloud PBX Services, and the Customer will not be able to make any calls during any such power cut. The Supplier shall have no liability for loss of Service that occurs as a result of a power cut at the Site(s) in which the Cloud PBX Services are installed.
5.4 The Customer acknowledges that any change in the configuration of the voice and data components of the Services can adversely affect the ability to make calls. The Customer shall not therefore make any changes to the configuration of the voice and data components of the Services unless the Customer has been provided with consent to do so by the Supplier.
5.5 In the event that the Customer is provided with consent and access to the Service in order to make changes to its configuration the Customer shall be liable for any changes that it makes to the Services and the Supplier shall not be liable for any adverse effects suffered as a result of the Customer’s configuration of the Services. Any work carried out by the Supplier to rectify the Services following such configuration by the Customer shall incur a charge from the Supplier based on the time and materials taken to remedy such issue.
5.6 The Supplier will not make any changes to the configuration of the voice and data components of the Services which has an adverse effect on the Customer’s ability to make calls without first notifying the Customer of the potential adverse impact and obtaining the Customer’s prior consent to such change;
5.7 If the Service is to be used to carry Alarm Signals, then the Supplier shall not be liable in the event that the Customer is unable to deliver an Alarm Signal due to:
5.7.1. network failure;
5.7.2 suspension of the Customer’s account for the reasons set out in this Agreement, or;
5.7.3 any reason outside the Supplier’s reasonable control including but not limited to any technical issues within the network (for example the network is being tested, modified or maintained or access to the network is denied) or the Internet Connection.
5.8. The Customer must register the Cloud PBX Services at the Site(s) at which the Customer intends to use them. If the Customer intends to use the Cloud PBX Service from multiple Site(s), then the Customer must update the Supplier each time a new location is added. If the Customer does not notify the Supplier of the updated Site(s), the Customer acknowledges that the Services may not be able to make calls including, for the avoidance of doubt, calls to Emergency Services.
6. EMERGENCY CALLS
6.1 The Customer acknowledges that the Services will not be available for calls to Emergency Services during any power cut affecting the Site(s) at which the Services are installed.
6.2 The Customer acknowledges that any configuration changes of voice and data components may affect the ability to make Emergency Calls. The Supplier will not be liable for any claims, losses, costs or expenses that occur as a result of the Customer changing the voice and data components of the Services that result in an inability to call Emergency Services.
6.3 A configuration change of the voice and data components preconfigured by the Supplier can adversely affect calls to Emergency Services. The Customer acknowledges that an Emergency Call made via Cloud PBX Services in a different location from the one that is registered in Order Form, is transmitted to the control centre indicating the registered Site and not the location of the Cloud PBX Services and can therefore mean that any Emergency Services response will be sent to an incorrect location.
6.4 If the Customer uses or intends to use the Services outside the UK, the Customer acknowledges that the Services cannot be used to access Emergency Services.
7. SERVICE RESTRICTIONS
7.1 The Customer shall not use the Services:
7.1.1 to make abusive, offensive, indecent, menacing, nuisance or hoax calls;
7.1.2 for any illegal and/or criminal purpose;
7.1.3 to send, knowingly receive, upload, download, or use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights;
7.1.4 to cause annoyance, inconvenience, needless anxiety or harassment;
7.1.5 to spam or to send or provide unsolicited advertising or promotional material or, knowingly to receive responses to spam, unsolicited advertising or promotional material sent or provided by any third party;
7.1.6 to contravene any legislation, laws, licenses or third- party rights;
7.1.7 for any use in contravention of the Supplier’s Fair Use Policy;
7.1.8 in any way that is not in accordance with the instructions provided to the Customer by the Supplier;
7.1.9 in any manner that is contrary to the terms of this Agreement;
7.1.10 in any manner that could be construed to amount to Emergency Call Abuse;
7.1.11 to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute any portion of the software and/or Documentation (as applicable) in any form or media or by any means except as allowed by any applicable law;
7.1.12 to attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service(s) except as allowed by any applicable law;
7.1.13 to access all or any part of the Services and/or Documentation in order to build a product or service which competes with the Services and/or Documentation;
7.1.14 to use the Services and/or Documentation to provide services to third parties; or
7.1.15 to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users.
7.2 The Customer shall indemnify the Supplier against any claims or legal proceedings which are brought or threatened against the Supplier by a third party because:
7.2.1 the Services are used in breach of this clause 7; or
7.2.2 the Services are faulty or cannot be used by a third party as a result of the Supplier’s breach of this clause 7.
7.3 Unless specified to the contrary in an Order Form, access to premium rate numbers and directory services will be prohibited via the Services.
7.4 The Customer acknowledges that the Supplier may block certain telephone numbers, or groups of telephone number or national dialling codes for example premium rate telephone numbers (“Blocked Numbers”). The Supplier will notify the Customer in the event that the Supplier blocks such numbers, number groups or national dialing codes. Such restrictions may be removed at the Customer’s request; however, the Customer shall be liable for all charges for and connected to calls to any Blocked Numbers.
7.5 The Customer is not entitled to select the upstream network operators and carriers used by the Supplier to provide the Services. The Supplier shall have the complete freedom and discretion to select a network operator and carrier and the Supplier reserves the right to change any of the Supplier’s upstream suppliers at any time throughout the duration of this Agreement, where supplier shall include but not be limited to upstream network operators and carriers. Such change may occur without notification to the Customer.
7.6 If in the reasonable opinion of the Supplier, the Customer’s call profile is indicative of Fraudulent Activity, the Supplier shall reserve the right to suspend the Cloud PBX Services immediately, without notice to the Customer in accordance with clause 7.1.4 of the General Conditions.
8. CHARGES AND PAYMENT
8.1 This paragraph 8 is supplemental to clause 6 of the General Conditions and in the event of express conflict this paragraph 8 shall take precedence. The Supplier shall invoice the Customer for the Charges for the Cloud PBX Services and Additional Services as set out in paragraph 8.2 in the amounts specified in any Order and as varied pursuant to the Agreement.
8.2. Unless stated otherwise in an applicable Order, the Supplier shall invoice the Customer monthly for:
8.2.1 connection and Installation Charges, on or after the Connection Date for any work carried out
8.2.2 Recurring Charges, except Usage Charges;
8.2.3 Usage Charges calculated at the then current Tariffs;
8.2.4 any Charges for Hardware, which shall apply from the date of delivery of such Hardware;
8.2.5 any Termination Charges upon termination of the Cloud PBX Service and Additional Services.
for any period where the Cloud PBX Service and/or Additional Services are provided for less than a month, the Recurring Charges will be calculated on a daily basis.
8.3 The Supplier may also invoice for the following Charges in addition to those set out in the Order:
8.3.1 investigating a Service Fault where no Service Fault is found or is caused by something which the Supplier is not responsible for under this Agreement;
8.3.2 commissioning the Cloud PBX Service and Additional Services outside of Normal Working Hours;
8.3.3 restoring the Cloud PBX Service and Ancillary Services if the Cloud PBX Service and Ancillary Services have been suspended in accordance with clause 7 of the General Conditions;
8.3.4 cancelling Cloud PBX Service and Additional Services in accordance with clause 8 of the General Conditions;
8.3.5 any other charges set out in the Order or the Tariffs or as otherwise agreed; and including but not limited to charges for (i) providing paper invoices, (ii) late payment fees (iii) dishonored payments and (iv) payment processing fees; and
8.3.6 charges as stated in the Tariffs for any Services or Additional Services ordered by the Customer on the Third-Party Supplier portal and/or which arise from any changes made to existing Services or Additional Services by the Customer on the Third-Party Supplier portal.
8.4 The Supplier reserves the right to apply a price increase to the Charges each calendar year except where the Supplier has agreed otherwise with the Customer in writing. The Supplier will notify the Customer when the price increase applies for each Service by email, on the Customer’s invoice, the Titus Telecom Customer portal and/or on its website www.titustelecom.co.uk. The increase will be rounded up to the nearest whole pence and calculated by multiplying the existing Charges by a percentage comprised of i) the Retail Price Index (“RPI”) rate figure published by the Office of National Statistics in January of that year (ignoring any negative figures), plus ii) 3.9%. If the RPI figure is negative in the year the Supplier will only increase Charges by 3.9%. This paragraph 8.4 is without prejudice to clause 6.10 of the General Conditions and as such shall not be deemed superseded.
8.5 The Customer shall remain liable for all Charges where the Customer or a third party has used the Cloud PBX Service, whether used with the knowledge and consent or otherwise of the Customer or other Fraudulent Activity in connection with the use of the Services provided under this Agreement, including but not limited to fraudulent Calls made by a rogue caller and Calls made by any third party whom has gained unauthorized access to the Cloud PBX Service.
9. TERMINATION
9.1 This paragraph 9 is supplemental to clause 2 and 8 of the General Conditions and in the event this paragraph 9 conflicts with clause 2 and 8 of the General Conditions, this paragraph shall take precedence.
9.2 Where a Customer is a Microenterprise or Small Enterprise Customer or a Non-for-Profit Customer, upon expiry of the Minimum Term, the Minimum Term will not automatically renew under clause 2.1 of the General Conditions, the Agreement shall continue until such time that the Customer provides thirty (30) days’ notice to terminate the Agreement. Use of the Cloud PBX Services following expiry of the Minimum Term will be subject to the Supplier’s standard published Tariffs.
9.3 Where a Customer is a Microenterprise or Small Enterprise or a Non-for-profit Customer, they shall have the additional right to terminate the Agreement in the following circumstances:
9.3.1 by giving the Supplier notice within thirty (30) days’ of notice from the Supplier of any proposed amendments to the Charges in accordance with clause 6.10 and/or 16.1 of the General Conditions is received and where such changes are likely to cause material detriment to the Customer; or
9.3.2 within the Transfer Period.
For the avoidance of doubt, the Customer shall not have a right to terminate the Agreement pursuant to clause 9.3.1 where the Supplier varies the Charges pursuant to paragraph 8.4.
9.4. Where the Supplier provides notice of proposed amendments to the Charges and/or the Agreement pursuant to clause 6.10 and/or 16.1 of the General Conditions and the Customer does not provide notice to terminate within thirty (30) days in accordance with paragraph 9.3.1, the Customer shall be deemed to have waived its right to terminate pursuant to paragraph 9.3.1. The Customer’s continued use of the Services shall be deemed acceptance if such changes.
9.5 If a Customer terminates the Agreement pursuant to paragraph 9.2 or 9.3 above, the Customer shall not be liable for any Termination Charges.
9.6 Notwithstanding paragraph 9.3, the Customer shall be liable to pay Termination Charges to the Supplier in accordance with clause 8.7 of the General Conditions, where the Agreement is terminated within the Minimum Term or any Successive Term.
10. SERVICE CARE LEVELS
Priority | Target Reaction | Target Reply | Service Times |
Normal | 9 Hours | 9 Hours | Mon to Fri 8:30 – 17:30 |
Critical | 4 Hours | 6 Hours | Mon to Fri 8:30 – 17:30 |
High | 1 Hour | 2 Hours | 24/7 |
The Supplier shall use reasonable endeavors to repair a Service Fault in accordance with the Service Care Level the Customer has purchased from the following options:
10.1 The Customer may upgrade its Service Care Level at an additional charge as set out in the Supplier’s current Tariffs.
10.2 Where the Supplier fails to meet the applicable Service Care Level, the Customer may, subject to paragraphs 5 and 6 of Schedule 4.1 Fault Management Connectivity, make a one-off claim for a Service Credit.
10.3 The Supplier’s liability under this paragraph to pay Service Credits to the Customer shall be the maximum liability of the Supplier and the Customer’s sole financial remedy for failure to meet Service Care Levels.
10.4 The Supplier reserves the right to apply an additional Charge in accordance with the Supplier’s standard Tariffs where following investigation of a Service Fault, the Supplier finds that the Service Fault is due to a fault or damage to the Customer’s Access Service.
11. FRAUD MONITOR
11.1 Where Fraud Monitor is provided, paragraphs 11.1 to 1.10 shall apply. The provision of Fraud Monitor is dependent upon the Supplier providing the Customer with the Cloud PBX Service to which it relates. If for any reason the Supplier ceases to provide such Cloud PBX Service the Fraud Monitor service shall terminate with immediate effect and the Supplier shall have no liability to the Customer in respect of such termination and no longer providing Fraud Monitor. Where Fraud Monitor is terminated in this way, the Customer shall not be entitled to any refund of any monthly Charges paid.
11.2 Fraud Monitor shall only apply to the Cloud PBX Services specified as benefiting from the Fraud Monitor as stated in the Order or as otherwise agreed in writing by the Supplier.
11.3 Fraud Monitor is provided solely for the Customer’s use and the Customer may not resell or attempt to re-sell Fraud Monitor.
11.4 Unless otherwise stated in the Order, the monthly Charges for Fraud Monitor are as per the Supplier’s applicable Tariffs.
11.5 For one (1) Fraud Incident in any Calendar Year, the Customer shall not be liable to pay the first £200 of call Charges where such call Charges arise from a proven Fraud Incident and provided such call Charges did not arise due to an act or omission of the Customer or breach of the terms of this Schedule or the General Conditions by the Customer.
11.6 Except as stated in paragraph 11.5 above, in all other circumstances the Customer shall be liable for all Charges arising from Fraudulent Activity pursuant to paragraph 8.5 of this Schedule and the Charges shall be payable in accordance with this Schedule 3.4(A)and the General Conditions.
11.7 The Supplier has the right to suspend provision of the Cloud PBX Service in accordance with paragraph 7.6 of this Schedule 3.4(A)whether or not the Fraud Monitor is provided in relation to the Cloud PBX Service. Unless expressly stated in paragraphs 11.1 to 11.10, the rights and obligations of the Supplier and Customer as detailed in this Schedule 3.4(A)and the General Conditions remain applicable to Services which have the benefit of Fraud Monitor.
11.8 The Customer shall provide the Supplier with an up-to-date point of contact with 24×7 availability who the Supplier shall notify by email of suspected Fraudulent Activity or of any suspension of the Cloud PBX Service. In the event, the Customer has not provided an email address for notification as anticipated by this paragraph, the Supplier will endeavor to notify the Customer using any other contact information which it has on record. The Customer shall immediately reply to any notification of suspected Fraudulent Activity.
11.9 The Supplier will only reactivate any suspended Services when the Customer has satisfied the Supplier (at its sole discretion) that the reason for suspension has been resolved and the services are unlikely to be a material immediate risk of Fraudulent Activity.
11.10 The provision of Fraud Monitor is not a fraud prevention system and does not prevent unauthorized access to the Service(s) or the Equipment and the Customer shall be responsible for obtaining professional security advice with regards to the Service(s) and/or the Equipment. The Supplier makes no representation that Fraud Monitor will be error-free or will detect, limit or prevent fraudulent usage of the Services. The Supplier disclaims any warranty of any kind, expressed or implied, including, but not limited to, warranties of fitness for a particular purpose, merchantability or satisfactory quality, with regard to the nature, quality and accuracy or validity of Fraud Monitor. In particular (without limitation), the Supplier accepts no liability for any delays in suspending or reactivating any Service which are beyond its reasonable control (including, without limitation, delays by third party suppliers or carriers in activating or removing barring orders).
12. ADDITIONAL SUPPORT SERVICES
12.1 Where specified in the Order, the Supplier will provide the Customer with Additional Support Services as detailed in Schedule 4.1 Fault Management Connectivity in relation to Service Faults which relate to the customization or configuration of the Cloud PBX Services undertaken by the Supplier by way of Professional Services provided upon implementation.
12.2 For the Supplier to provide Additional Support Services in accordance with Schedule 4.1 Fault Management Connectivity, the Supplier will require access to the PBX and where the Cloud PBX Service is being provided with an on-site PBX, the Additional Support Service can only be provided to the Customer where, as stated in the Order, the Supplier provides Maintenance Support Services in accordance with Schedule 4.3 Maintenance Support Services.
ANNEX 1 – DEFINITIONS
Access Service means services providing Internet connectivity with speeds from 2Mb/s to 10Gb/s and access is available via ADSL, SDSL and Ethernet;
Additional Services has the meaning given to it in paragraph 2.2;
Alarm Signals means any emergency alarm system that may be connected to the Cloud PBX Service which includes but are not limited to burglar alarms and medical alarms;
Authorized Users means those employees, agents and independent contractors of You that You authorize to use the Cloud PBX Services and the Documentation as further described in the Order Form;
Blocked Numbers has the meaning given to it in paragraph 7.4;
Call means a signal, message or communication that is silent, spoken or visual;
Call Bundle means a bespoke pricing package, where Tariffs are fixed price and are inclusive of minutes as set forth in the Order;
Capacity Limits means up to one hundred (100) voicemail messages each of a duration of 180 seconds;
Cloud PBX Service is an Internet-based telephony service delivered over an Internet Connection or any other form of connectivity;
Contract Year means the 12 month period from the Commencement Date of the Agreement or a 12 month period from an anniversary of the Commencement Date of the Agreement;
Critical means individual, sporadic call disruption, which is a priority classification as set forth in paragraph 10 above;
Customer Network means the Customer’s physical telecommunications and/or data network infrastructure located at the Site that allows the exchange of voice and data communications established by the connection of voice and data devices, such as internet routers, network switches, CAT5e/CAT6 ethernet cabling (including patching and termination) and any mains power supply up to the Third Party Supplier network;
Documentation means the document made available to the Customer by the Supplier or by third party licensors via My Portal or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Cloud PBX Services and the user instructions for the Cloud PBX Services
Emergency Call Abuse means any hoax/prank calls to emergency service numbers; unnecessary and/or in appropriate calls to emergency service numbers (as is a device that connects to your Internet modem and relays data that it reads from your telephone communication system, computer software, and various devices such as microphones and webcams regarded by a reasonable person); abuse of Emergency Services call handlers or any other actions and/or; any behavior that could reasonably be determined to amount to an abuse of Emergency Services call lines
Emergency Services means in respect of any locality:
the relevant public police, fire, ambulance and coastguard services for that locality; and
any other organization, as directed from time to time by Ofcom as providing a vital service relating to the safety of life in emergencies
Fraud Incident means an instance of Fraudulent Activity perpetrated by a third party in respect of a Cloud PBX Service which benefits from Fraud Monitor;
Fraud Monitor means the call analytics service known as Fraud Monitor (as modified or substituted from time to time);
High means more than 50% of calls not possible, or disruption of a central systems component, which is a priority classification as set forth in paragraph 10 above;
Hub means a router provider by the Supplier or Third Party Supplier that is compatible with the Internet Service, which is Ancillary Equipment for the purposes of this Agreement
Internet Connection means a connection to the global data network comprising interconnected networks using the TCP/IP protocol suite;
Internet Protocol or IP means a communication protocol for devices connected to the internet that specifies the format for the addresses and units of transmitted data;
IP Hardware means physical IP equipment purchased by the Customer from the Supplier and which is necessary for the provision of the Voice Cloud Services;
Local Area Network or LAN means the infrastructure that enables the ability to transfer IP services within a Site (including data, voice and video conferencing services);
Network Terminating Unit means the socket where the Customer’s wiring, equipment or existing qualifying voice and data service is connected to the Network;
Normal means individual service features are limited or unavailable, which is a priority classification as set forth in paragraph 10 above;
PBX means private branch exchange;
Ported Number has the meaning given to it in paragraph 4.23;
Recurring Charges means the Charges for the Cloud PBX Services or applicable part of the Cloud PBX Services, including but not limited to User Subscriptions, licenses for Third Party Software, or Call Bundle that are invoiced repeatedly in every billing period as set out in the Order;
Service Care Levels means the repair options as set forth in paragraph 10 above;
Service Fault and Service Fault Targets have the meaning given to them in Schedule 4.1 (Fault Management Connectivity);
Session Initiation Protocol or SIP is a technical standard (specified in RFC 3261) which is used to deliver an IP Voice solution linking to existing systems/equipment and optimizes a secure data connection to initiate and terminate voice calls via the Internet;
SIP Gateway means a device that connects to a Hub and relays data that it reads from a telephone communication system, computer software, and various devices such as microphones and webcams;
Termination Charges means any compensatory charges payable by the Customer to the Supplier on termination of this Agreement in whole or part, in accordance with clause 8.7 of the General Conditions and as set out the Order, or if not specified, then an amount equal to 100% of the Recurring Charges for all remaining months of the Minimum Term, together with any waived one off charges and/or Installation Charges and an average of the Usage Charges invoiced by the Supplier over the previous six months;
Transfer Period means a period of ten (10) Working Days which starts after the Working Day on which notification has been given requesting a Line to be transferred to or from the Supplier;
Usage Charges means the Charges, if any for the Cloud PBX Services or applicable part of the Cloud PBX Services that are calculated by multiplying the number of units (voice minutes) for the Cloud PBX Services that the Customer has used or incurred in a billing period with the relevant Tariff, which are made outside of or which exceed usage or a Call Bundle as set forth in the Order;
User Subscription means the user subscriptions purchased by the Customer pursuant to paragraph 4.20, which entitles Authorized Users to access and use the Cloud PBX Services and the Documentation as set forth in the Order;
VOIP voice over IP.
