This Annex shall supplement the standard terms and conditions of Connectus Business Solutions Ltd (the “Terms”). In the event of an inconsistency between the Terms and this Annex, this Annex shall prevail.
1.1. In this Annex, the following terms shall have the following meanings:
Additional Charges: any additional charges, fees or costs payable by the Customer to the Company pursuant to this Contract which shall be calculated and payable at the applicable time and materials rate as published by the Company at the time such charge is incurred.
Billing Period: mean one-month period of time for the billing of Rental and other Charges under this Contract to the Customer.
Call Charges: the call or usage related charges as set out in the Company’s price list published on the date of commencement of the Network Services (or as otherwise agreed in writing between the parties).
Charges: the Line Rental Charge, Network Charge and Rental Charges.
Connection Charge: the initial setup cost of the VoIP Services.
Early Termination Fee: the initial set up cost to the Company of providing the Network Service to the Customer (including any installation charges) and all remaining rental charges from the date of cancellation to the date the contractual period finishes along with an exit fee equal to the remaining term of the contract term and other any other fees and or costs incurred by the Company.
Line Rental Charge: the charge payable for rental of the line provided by the Company.
Network Charges: the Connection Charge, Line Rental Charge, the Call Charges and any Additional Charges payable by the Customer in connection with the Network Services.
Network Equipment: means the equipment to be supplied to the Customer by the Company as set out in the Order or as otherwise agreed in writing between the parties.
Network Incident: an unplanned interruption to the Network Services or reduction in the quality of the Network Services.
Rental Charges: the communications rental charges as set out in the Company price list published on the date of commencement of the Network Service (or as otherwise agreed in writing between the parties).
Service Demarcation Point: the defined socket, equipment, port, location of device to which the Company delivers and supports the VoIP Services, which is at defined in the Order and pointed out to the Customer upon acceptance of the VoIP Services. 2
2. The VoIP Services
2.1. The Company endeavours to provide this VoIP Services to the Customer without any delays, interruption, or distortion. However, the VoIP Services may at sometimes be unavailable without notice due to maintenance or system failure. No liability is accepted, or compensation offered should the VoIP Services be unavailable.
2.2. By purchasing the VoIP Services the Customer understands that:
2.2.1. it may not get quality or reliability comparable to a conventional PSTN phone line and specifically, the Company does not offer any warranty or assurances of same. A pre installation survey is available at a charge if required by the Customer.
2.2.2. the VoIP Services may sometimes be unavailable because of things over which the Company has no control, for example, the weather, power disruptions and failures of the Customer’s internet service provider (ISP) or broadband connection and the Customer understands that in such circumstances all VoIP Services (including 999/112 911 public emergency call services) will also be unavailable.
2.2.2 above and the phone number and location details may need to be provided verbally to the operator.
2.2.3. connectivity to the public emergency services is subject to paragraph
2.2.4. emergency operators and authorities may or may not be able to identify the Customer’s phone number to call the Customer back if the call is unable to be completed, is dropped or disconnected, or if the Customer are unable to speak to tell them its phone number and/or if the VoIP Services is not operational for any reason, Emergency operators and authorities may also not be able to hold the line open in the event that the Customer hangs up.
2.3. The Customer agrees to inform potential users of the VoIP Services of the above limitations and it understands and accepts that it should always have an alternative means of accessing 999/112 911 emergency services.
2.4. If the Company suspends or terminates the VoIP Services, the Customer may NOT be able to dial 999/112 911. If the Customer does not have any remaining credit on its Company Account, the Customer will still be able to make 999/112 911 calls.
2.5. In very limited circumstances, where a specific type of non-voice related service is on the line, the Customer may not be able to port its number away from the Company and where it is possible, a porting charge may be made by the Company.
2.6. If the Company Account or telephone number is terminated or suspended for any reason you may not be able to use remaining VoIP credit. No refund of unused VoIP credit will be given, nor can remaining credit be allocated against outstanding invoices or used as payment for another service.
2.7. The Customer represents and warrants that it has (and will continue to have during use of the VoIP Services) all necessary licenses, rights, consents, and permissions which are required to enable the Website to use the Customer’s content for the purposes of the provision of the VoIP Services by the Website, and otherwise to use the Customer’s content in the manner contemplated by the VoIP Services and this Contract. The Customer will be held fully responsible of potential copyright infringement related to any content stored and used by it within VoIP Services provided to Customer by the Website.
2.8. Upon completion of all registration information and acceptance of this Contract, the Company will provide the Customer with, as applicable, a password, user ID, and/or PIN and telephone number. The Customer is solely responsible for maintaining the confidentiality of its password and PIN, and, always, the Customer will be solely responsible for all transactions and activities that occur as a result of its disclosure of such password and/or PIN, even if such transactions and/or activities were not authorised by the Customer. The Customer is solely liable for any transactions or activities that occur on its Account. The Customer shall immediately notify the Company if any unauthorised use of its Account or any other breach of security has occurred. In no event shall the Company be liable for any unauthorised use of the Customer’s Account.
2.9. New Customer Accounts may be subject to security review during which some features may have limited functionality.
3. Charges and payment
3.1. The Customer agrees to pay the Connection Charge and all Charges for the VoIP Services within 28 days of falling due.
3.2. For the avoidance of doubt, the Company shall be entitled to charge Additional Charges in the event that any VoIP Services or work is requested by the Customer which fall outside the scope of the agreed VoIP Services or which are to be completed by the Company outside Working Hours. Any Additional Charges shall become due and be invoiced on completion of the additional work.
3.3. All payments are to be made via direct debit, failure to do so may result in the Company, at their sole discretion limiting or removing VoIP Services to the Customer:
3.3.1. the Installation Charges will be invoiced on acceptance of order;
3.3.2. the Rental Charges will be invoiced monthly in advance; and
3.3.3. the Call Charges will be invoiced monthly in arrears.
3.4. Payment of invoices will be made in full by direct debit if no direct debit mandate is signed then a £75 per quarter service charge will be applied.
3.5. The Customer shall pay the Charges without off-set or deduction in pounds sterling by the due date specified herein. The Customer shall pay all Charges for the VoIP Services whether the VoIP Services is used by the Customer.
3.6. The Company will Charge a re-connection fee of £150+VAT to the Customer.
3.7. The Company may change the level of its Charges because of either:
3.7.1. any OFCOM direction, determination, order or similar decision; or
3.7.2. any notice issued by the Company’s telecommunications operators correcting an error in the amount or application of a charge or payment under its interconnect agreement with the Company or its Service Providers.
4. Incident reporting
4.1. The Customer shall report any Incident in connection with VoIP Services to the Company, the Company will resolve the Incident in accordance with the published service levels agreement on the Website.
4.2. If an Incident has been caused by the Customer or following investigation it is found that the Incident falls outside the responsibility of the Company or no Incident is found, the Company may charge the Customer for any work that the Company has undertaken to investigate or fix that Incident (or work undertaken on the Company’s behalf) at the applicable time and materials rate. Any such Charges shall be deemed Additional Charges for the purposes of this Contract.
4.3. The Company shall be responsible for provision of the VoIP Services up to and including the Service Demarcation Point. The Company shall inform the Customer of this obligation and the relevant location of the Service Demarcation Point at the time of commissioning and acceptance of the VoIP Services by the Customer.
4.4. The Customer is responsible for the installation, configuration, performance, maintenance and use of the Service beyond the Service Demarcation Point.
5. Port in/out fees
5.1. An administrative fee is charged per number ported out from the Company Network. The applicable charges are £10 for individual numbers, £35 per Multi-Line and NGN’s.
5.2. An administration charge for porting in numbers is £10 for a single number and £85 for a multi range.
6. Call recording
6.1. This paragraph 6 applies where the Company provides the Customer with a call recording facility, either discretely, or within the VoIP Services, or any subsidiary service.
6.2. The Company retains the right to cancel the Call Recording service at any time, while providing as much notice as is reasonable to allow the download of any or all recordings via the Customer’s Account, for retention by the Customer.
6.3. Call Recording provides a capability for recording all inbound and outbound calls, dependent on the VoIP Services to which the Customer is contracted. The following parameters are encompassed by the VoIP Services:
6.3.1. An announcement may be played to all callers who will be recorded by the facility advising of the intention to record the call and the intended use of the recording;
6.3.2. A ‘whisper’ (a brief message before call connection) may be played to the client’s agent when the call is answered informing that the call has been delivered by the Company;
6.3.3. the Customer’s agents may be configured to have the option to pause or end a call recording;
6.3.4. the Customers have the option to delete recordings via their Account at any time. All recordings will be retained for a period of 90 days unless otherwise specified on the signed Order or in accordance with the period specified on the Website which detail the contracted VoIP Services, where not specified in this Contract. The recordings will be deleted automatically from the Customer’s online account by the Company after the agreed retention period, so the Customer should download recordings in advance of the end of the agreed period if recordings are to be retained beyond this period.
6.4. When utilising the recorded call data, the Customer must comply with all applicable laws and regulations, including without limitation the Data Protection Legislation, payment Card Industry Data Security Standards and the Regulation of Investigatory Powers Act 2000. Use of the recorded call data and information therein must fall within the scope described by the announcement covered in paragraph 6.3, and must not exceed the scope allowed by the announcement played to the caller.
6.5. The Customer agrees to undertake to inform all employees, agents and other staff who may be involved in call recording in any way:
6.5.1. that calls delivered by the Company are recorded;
6.5.2. how to pause or end a call recording, and the circumstances where it is appropriate to pause or end a call recording;
6.5.3. that the applicable laws and regulations govern how recorded call data may, or may not, be used.
6.6. This paragraph 6 remains in force for the period the Customer Account remains active, and thereafter for the duration of retention of any call recordings and recorded call data, including usage in any manner.
6.7. The Company will only access call recordings when necessary to assist in administration and checking of the call recording service contracted to the Customer or when asked to access the recordings by the Customer and within the parameters set out by the Customer.
6.8. The Customer remains the data controller of all call recordings and the information contained therein. The Company acts as a data processor of the call recordings and the information contained therein. The Company has satisfactory security requirements and will ensure the appropriate technical and organisational security measures are in place to protect all call recordings processed on the client’s behalf against accidental loss, damage to, or destruction of the personal data contained within the call recordings. The Company will also ensure measures are in place against unauthorised or unlawful processing of the call recordings.
6.9. The Customer agrees to indemnify and not hold the Company (and its subsidiaries) responsible for any loss of any kind suffered because of the Customer’s breach of this paragraph 6.
6.10. The Customer agrees to indemnify and not hold the Company (and its subsidiaries) responsible for loss of any kind suffered because of inability to access any call recordings other than specific provisions that may be made under contractual service level agreements between the Customer and The Company.
6.11. The Company will endeavour to maintain the highest standards of service quality and data security but cannot be held responsible for any loss of service or data which results from factors outside the scope of the Company and its employees.
6.12. The Customer will comply with all aspects of this paragraph 6, but where there is any conflict with the applicable laws and regulations, the Customer must abide by the terms of the laws and regulations first and foremost.
7. Term and Termination
7.1. This Contract shall commence on the date hereof and will continue for the Minimum Period, being 3 years from the date hereof.
7.2. At the end of each 12 month period from commencement of the Minimum Period, the Contract shall automatically renew for a further 3 years.
7.3. Pursuant to clause 12.1 of the Terms, on expiry of the Minimum Period, the Customer may terminate this Contract at any point on serving 3 months’ written notice on the Company.
7.4. In addition to this paragraph 7 of this Annex, and clause 11.1 of the Terms, the Company may terminate this Contract immediately in the event that:
7.4.1. the Company considers the Customer’s behaviour or interaction with any member of the Company staff to be inappropriate or abusive. In such an event, the final decision shall rest with the Company without burden of proof.
7.4.2. the Customer refuses to comply with any of the Company’ s prescribed methods of interacting with the Company, which may change from time to time to account for the Company working practices, for example submitting support via support ticket.
8. Consequences of termination
8.1. On termination or suspension of the VoIP Services, the Company shall be entitled to immediately block any website or VoIP Services provided to the Customer or hosted for the Customer by the Company as part of the VoIP Services and to remove all data located on it.
8.2. The Company shall be entitled to delete all such data referred to at paragraph 8.1, but the Company may, at its discretion, hold such data for such period as the Company may decide, to allow the Customer to collect it at its expense, subject to payment in full of any amount outstanding payable to the Company. The Company shall further be entitled to post such notice in respect of the non-availability of such website as the Company thinks fit.
9. Network maintenance
9.1. The Company reserves the right to modify the Company Network, system configurations or routing configurations. Nothing in this Contract will create or vest in the Customer any right, title or interest in the VoIP Services, its configuration, or associated telephone numbers or addresses provided by the Company.
9.2. The Company may, at its sole discretion and without liability, change or modify the features and functionalities of the VoIP Services or modify or replace any hardware or software in the Company Network or in equipment used to deliver any VoIP Services over the Company Network if this does not have a material adverse effect on the committed VoIP Services.
9.3. The Company may, upon such notice as is reasonably practicable under the circumstances, perform scheduled or emergency maintenance (including temporary suspension of VoIP Services as necessary) to maintain or modify the Company Network or any network terminating equipment (“NTE“) (including software), which is owned by the Company or its suppliers, and installed at the Site to enable the Customer to utilise the VoIP Services.
9.4. If the Customer traffic is negatively impacting the Company Network, the Company may temporarily stop the VoIP Services to determine what is causing the impact. The Company reserves the right to suspend the VoIP Services without prior notification.
10. Limitation of liability
10.1. Pursuant to clause 10.5 of the Terms, the Company’s total aggregate liability under this Contract shall not exceed the Charges paid for the VoIP Services under this Contract in the 12 months giving rise to a claim or £5,000, whichever is greater.