Terms & Conditions VOIP Service

1. DEFINITIONS
1.0 In the VOIP Terms, in addition to those terms and conditions defined in the
General Conditions, the Mobile Terms, the Mobile Equipment Terms and
the Broadband Terms the following terms and expression apply:
1.0.1. "Broadband" means an asymmetric or symmetric digital subscriber line
(ADSL or SDSL);
1.0.2. “Customer Equipment" means any telecommunications apparatus or
system owned, controlled or housed by the Customer, excluding Service
Equipment; 1.0.3. "Customer's Premises" means the Customer's premises the
address of which is set out in the Commercial Documents;
1.0.4. "IP Centrex Service" means a centrally hosted service for the provision
of voice communications over IP networks;
1.0.5. "Service Equipment" means equipment (including but not limited to any
data collection and call routing devices, routers, switches, handsets and other
telecommunications equipment) which Company (or a third party on
Company’s behalf) may from time to time deliver to and / or install at the
Customer's Premises for the purposes of providing the VOIP Service, as
specified in the Commercial Documents;
1.0.6. "Software" means the VolP application software used by Company (or a
third party on Company’s behalf) to provide the IP Centrex Service; and
1.0.7. "VOIP Service" means the IP Centrex Service, and any other services
which the Customer requested from Company as specified in the Commercial
Documents (including supply, delivery and installation of Service Equipment,
training and broadband connectivity).
2. THE SERVICE
2.0 Company shall respond to any reported fault with the VOIP Service as soon
as reasonably practicable during Company's normal working hours and will
use all reasonable endeavours to correct any fault within Company's
control.
2.1 Company will use all reasonable endeavours to ensure the security of the
VOIP Service but the Customer should be aware that there is always a risk
of security being breached for reasons beyond the control of Company,
where for instance the VOIP Service is provided through a third party
network.
3. SOFTWARE
3.0 Company grants the Customer a non-exclusive, non-transferable licence to
use the Software for the term of the Agreement solely in connection with
the use of the VOIP Service.
3.1 All intellectual property rights in the Software and the VOIP Service and any
associated documentation made available to the Customer under the
Agreement shall remain the property of Company or its licensors.
4. BROADBAND
4.0 In order to use the VOIP Service, it is the Customer's responsibility to
procure at its cost a Broadband connection, either through Company or
through a supplier approved by Company.
4.1 Where Broadband is supplied by a third party, then Company does not
assume any liability or responsibility for the third party Broadband service.
4.2 The Customer acknowledges that VOIP Service call quality depends on both
the specification and availability of the Broadband service to which the
Customer is connected and also on the IP or telecommunications network
to which the person being called is connected.
5. IMPLEMENTATION
5.0 Company or its appointed agent will deliver and install the Service
Equipment at the Customer's Premises. Company will use all reasonable endeavours to deliver and install the Service Equipment by such date as it may have advised to the Customer. However, any delivery date given is an
estimate only and Company accepts no liability for any delay in delivery
however caused  

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5.1 Risk in the Service Equipment shall pass to the Customer on delivery to the
Customer's Premises. The Customer will be liable for any loss or damage to
the Service Equipment except where caused by Company or anyone acting
on Company's behalf.
5.2 Where the Customer is purchasing the Service Equipment from Company
the Service Equipment will at all times remain the property of Company
until such time as the Customer has paid Company for the Service
Equipment in full.
5.3 Where the Service Equipment is supplied to the Customer by a third party
on a hire or hire purchase basis, then the Customer shall enter into, and
observe and comply with the terms of, a separate hire or hire purchase
agreement with that third party.
5.4 Unless or until title to the Service Equipment passes to the Customer, the
Customer shall not:
5.4.1. Add to, modify or in any way interfere with the Service Equipment, nor
allow anyone other than Company or someone authorised by Company to do
so;
5.4.2. Move the Service Equipment from the Customer's Premises without the
prior written consent of Company.
6. NUMBER PORTING
6.0 Where access to the VOIP Service is facilitated through our/BT number
porting, the Customer authorises Company (or someone authorised by
Company) to have the numbers from the BT lines listed in the Commercial
Documents (or as otherwise agreed between Company and the Customer)
routed by Company (or someone authorised by Company) instead of BT and
to forward appropriate details of the Customer's porting application for the
VOIP Service to Company (or someone authorised by Company). The
Customer will receive advance notification of the change of service from BT
to Company (or someone authorised by Company). Company's (or someone
authorised by Company) ability to provide the VOIP Service is subject to BT
porting the numbers.
6.1 In the case of analogue lines being utilised for facsimile machines, the
standard service is not compatible, and an alternative e-fax service will be
offered for numbers that are required to be ported to Company. This may
result in loss of service for a period of up to 15 days.
6.2 The Customer shall pay to Company an administration fee of £10 plus VAT
per number ported.
7. USE OF THE SERVICE
7.0 The Customer will ensure that the Customer Equipment is in proper
working order and complies with all applicable standards and approvals for
connection to the telecommunications network. The Customer will not do
anything that may damage or affect the operation of the
telecommunications network.
7.1 If the VOIP Service is to be used to carry alarm signals, then Company will
not accept responsibility for lack of VOIP Service or failure to deliver an
alarm signal due to a) the network going down; b) suspension of the
Customer's account or c) reasons outside Company's reasonable control
including but not limited to any technical failure of the network; because
the network is being tested, modified or maintained or if access to the
network is denied.
7.2 Company will have the right to recover all reasonable costs incurred in
investigating or remedying any fault with the VOIP Service where it is
caused by the Customer's negligence or default or by the Customer
Equipment or where the fault does not lie with Company or any Service
Equipment.

7.3 The Customer has full rights to sub-license, re-sell or offer in any manner, to
a third party, the Service or use of or access to the VOIP Service, whether
for commercial gain or otherwise.

8. CHARGES AND PAYMENT
8.0 The Customer shall pay to Company the Charges in respect of the VOIP
Service as specified in the Commercial Documents.
8.1 In addition, the Customer shall pay to Company all charges relating to calls
made through the VOIP Service as are set out in Company’s Price List as in
force from time to time (a copy of which is available on request).

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9. DISCLAIMERS
9.0 Save for the warranties and conditions expressly set out in the Agreement,
Company gives no warranty or condition regarding the VOIP Service and
specifically Company:
9.0.1. expressly disclaims all conditions and warranties of any kind, whether
express or implied, including but not limited to the implied conditions and
warranties of satisfactory quality, fitness for a particular purpose, reasonable
care and skill and non-infringement; and
9.0.2. gives no condition or warranty that the VOIP Service will meet the
Customer's requirements, will be uninterrupted or timely, will be secure or
error free or that defects in the VOIP Service will be corrected.

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10. LIABILITY
10.0 This clause sets out Company's total liability to the Customer if the VOIP
Service is not available for a continuous period of 12 hours or more in any
one day and that unavailability is attributable entirely due to the fault of
Company. In such an event Company's total liability will be limited to the
sum of 5% of the charges relating to VOIP Services incurred in the average
month for the previous quarter. Such liability will be paid as a credit against
the next invoice.
10.1 Company's aggregate liability to the Customer under or in connection with
the Agreement (whether in contract, tort or otherwise including any liability
in negligence) in respect of all causes of action arising in a calendar year will
not exceed 60% of the total Charges paid or payable by the Customer for
the VOIP Service in such calendar year.
10.2 Company’s obligations and responsibilities under this VOIP Service Schedule
are solely to the Customer and not to any third party and the Customer will
keep harmless and will indemnify Company, its officers, employees and
agents against any liabilities or costs arising from any and all claims by any
third party in connection with the use of the VOIP Service or any defect in
or failure of the VOIP Service.
10.3 In the event of any failure in the VOIP Service, Company will not be liable to
the Customer for any charges incurred by the Customer should the
Customer direct its traffic to another service provider.

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11. SUSPENSION OF VOIP SERVICE
11.0 Company may at its sole discretion suspend with immediate effect the
provision of the VOIP Service until further notice without liability or
compensation to the Customer on notifying the Customer either orally
(confirming the same in writing) or in writing in the event that:
11.0.1. The Customer is in breach of any term of this VOIP Service Schedule;
11.0.2. The Customer prevents or delays any prearranged maintenance from
being carried out;
11.0.3. The Customer is suspected, in Company's reasonable opinion, of
involvement with fraud or attempted fraud in connection with the use of the
VOIP Service;
11.0.4. Company is obliged to do so in order to comply with an order,
instruction or request of any government, emergency service organisation or
other competent authority.
VOIP Terms
11.0.5. If Company suspends the VOIP Service under this VOIP Service
Schedule then Customer will reimburse any costs and expenses reasonably
incurred as a result of such suspension and/or the services being reinstated.

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12. TERMINATION
12.0 12.0. On termination of the VOIP Service Schedule (however occurring):
12.0.1. The Licence granted under clause 3.0 will terminate with immediate
effect;
12.0.2. The Customer will allow Company or any third party authorised by
Company prompt access to the Customer's Premises to remove any Service
Equipment;
12.0.3. where this VOIP Service Schedule is terminated before the end of the
Minimum Term or Renewal Period (as relevant) other than for breach by
Company, the Customer will be responsible for the cost of de-installation and
collection of the Service Equipment by Company and will pay Company £200
for the de-installation of each item forming part of the Service Equipment;
and
12.0.4. Any consequential reprogramming of the Customer Equipment will be
the Customer's responsibility and at the Customer's cost.

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