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Definitions:

In this document, unless otherwise stated or the context requires:

(a) All defined and capitalised terms shall have the same meanings stated in Immervox’s Data specific terms and conditions set out in the Schedule to this document (the “Specific Terms”) or The Standard Conditions (as defined in the Specific Terms); and

(b) The terms of this document are subject to the Specific Terms and the Standard Conditions.

(c) Immervox offer a range of products and services within their Data Product Range. Individual Customers may take a unique and bespoke configuration of these services. Consequently, this document by necessity contains a generic overview of the full range of products and services available. Not all the terms and conditions set out in this document will be applicable to all Customers.

(d) The Services to be provided under a Services Agreement will be specified in the Order Form completed by the Customer and accepted by Immervox. Immervox has no obligation to provide any Service set out or described in this document unless they have been specified in the Order Form and accepted by Immervox

1 SERVICE OVERVIEW AND SCOPE

Immervox offers a vast range of business-grade connections, data services that are designed to meet requirements of modern, growing businesses. Speeds from 2Mb to 10 Gb SLA’s with up to 99.9% service up time.

Immervox rise to the challenge that modern businesses have, by offering multiple high speed, reliable and scalable internet connectivity offerings – with speeds from 2Mb up to 10Gb and internet access available via Ethernet, EFM, FTTC and DSL.

In combining services from multiple Tier 1 ISP networks, we deliver a highly resilient Internet service which guarantees the fastest connection available at any location. This multiple network offering enable solutions that offer no single point of failure so if any of the individual routes should go down, traffic can be automatically re-routed, keeping your connection to your business world.

Immervox can also deliver internet breakout for any managed or unmanaged MPLS solution. This enables you to access the managed firewall service, thereby avoiding a single point of failure for their internet, benefiting from economies of scale and enjoying the flexibility of immediate expansion.

The Service may include:

1.1 Contended or Uncontended service?

A dedicated or uncontended connection will provide the full quoted download and upload speeds at all times.

A contended connection (typically a broadband service) will have varying speeds, depending on how many other users are also using the available bandwidth at the cabinet, with the highest available speed decreasing the further from the cabinet you are located.

The price of uncontended services is usually higher as the costs of provision, by definition, are not shared with other users. Uncontended services will also come with a detailed service level agreement that specifies quality of service for reliability and maintenance.

1.2 DSL Broadband

DSL broadband provides flexibility, availability with quick installation, due to the service using the same wires as a fixed BT telephone line. DSL broadband is suited to home office, small satellite site and small businesses as the main internet connection.

For larger business, the low cost and high availability of DSL make it ideal as a fail over, PDQ machines, EPOS machine, franking machines or a dedicated CCTV or fire alarm connection. DSL broadband is a contended service and can achieve up to 20 Mbps / 2 Mbps.

Immervox’s DSL Service includes the following:


All speeds quoted are subject to Line Rate/maximum speed achievable on your line. This is usually finalised after a 10-day period, from your connection date. A training period of approximately 10 working days applies, whereby your modem/router may need re-booting daily during this period.

All DSL Broadband products include a monthly fair usage data allowance, unless stated otherwise.

All products are provided on a self-install basis.

Where a pre-configured DSL Broadband router is provided by Immervox, the configuration allows for connection to the Internet only and no other functions e.g. NAT, Wireless access.

Where a non-configured (hardware only) router is provided by Immervox, it is your responsibility to configure the router for Internet access and any other functions required.

1.3 FTTC Broadband

FTTC (Fibre to the cabinet) is a service that like DSL uses the same copper wires as a BT fixed phone line, but requires an upgrade to the local cabinet for a location to obtain. Speeds of FTTC are vastly improved over DSL broadband, reaching speeds of 76 Mbps / 19 Mbps and like DSL is a contented service. It is estimated that 80% of UK locations can now get FTTC.

Immervox’s DSL FTTC Service includes the following:


1.4 FTTP Broadband

Fibre to the premises (FTTP) is a pure fibre connection - all the way from the exchange into your business. It offers downstream speeds of up to 300Mbps. Our FTTP service utilises the UK's largest network, covering more than 560,000 premises. But we're not stopping there. We plan to reach three million homes and businesses by the end of 2020.

Contact your Account Manager to obtain details for the different FTTP services available.

1.5 Broadband Ordering and Fault Handling SLA and SLG

SLA

The operational service levels we aim to achieve (these are targets only), including for the activation of a new service, restoration following loss of service are set out below:

  • activation of a new service – 7-10 working days
  • restoration following loss of service – please see Target Resolution Times contained within this clause below
  • keeping a pre-agreed engineer appointment - we do not set any operational service levels in respect of keeping a pre-agreed engineer appointment

*Lead times will always be subject to survey but these are the indicative timescales for provisioning. The lead times set out in clause 9.2 below apply from when our Service Delivery team accepts the order. All relevant authorisation and agreements must be confirmed and validated before being passed to Service Delivery.

SLG

We do not offer compensation payments in any circumstances for failure to meet the service levels (SLAs) listed in this document.

Target Resolution Times

A target resolution time of 5 working days applies to DSL services.

Important Note 2: This SLA does not cover faults which have been associated with physical cable breaks or vandalism within the Copper Local Loop Network. Estimated restoration of service will be communicated to the customer via the Immervox Helpdesk. Approximate restoration of service will be 10 working days.

1.6 Converged Broadband

Immervox’s Converged Broadband includes the following:


1.6.1 Converged Broadband Service Limitations and options

1.6.1.1 Converged Broadband Managed

The Checklist below provides details of the services which are not supported:

Data Services - Not Supported



1.6.1.2 Converged Broadband Unmanaged

The Unmanaged option allows you to manage your own firewall and have access from any source to your Local Area Network on the Converged product. This means that you can now use the Converged product on an unmanaged basis, if you need to use security solutions, web servers, allow VPN access or be able to remote in from dynamic IP addresses.

To do this we have to move away from the standard Managed Converged set up. Normally we manage the service and provide NAT and DHCP on the supplied router. On an unmanaged set up we will allocate a routed IP subnet to the circuit, NAT and DHCP will be turned off on the supplied router and this will have to be managed by a device behind the supplied router (this is commonly known as a “Routed set up”). We will then pass all traffic through to this device and you as the client will manage the firewall.

By doing this it enables more manageability and access on the converged service. This does mean that you have increased responsibility for the LAN set up and you need to ensure that NAT and DHCP is handled correctly. Also, you will be responsible for the security of the circuit as the supplied router will pass all* traffic through to the device behind it.

*3rd party and specific Immervox voice products will still not be allowed on our Converged Services.

The below table highlights what is available with our unmanaged option.

Available With Unmanaged Converged Broadband


1.6.1.3 Target SLAs

Round Trip Delay

The target level for Round Trip Delay (sometime known as Round Trip Latency) is <80ms.

Round Trip Delay is measured for packets sent from the Immervox partner’s core network to the customer router and then back again. 10 x 200 byte ICMP packets are sent every 2 minutes.

Jitter

The target level for Jitter is < ± 45ms.

In order for voice to be intelligible, consecutive voice packets must arrive at regular intervals. Jitter describes the degree of variability in packet arrivals, which can be caused by bursts of data traffic or just too much traffic on the line.

Packet Loss

The target level for Packet Loss is <2%.

Packet Loss is measured in terms of packet delivery, and is defined as the percentage of packets sent that reach their destination within a certain time. Packet loss is a common occurrence in data networks, but devices/applications are designed to simply request a retransmission of lost packets. Voice traffic can tolerate no more than a three percent loss of packets before callers experience disconcerting gaps in conversation

Service Availability

Immervox’s partner provides a target service availability of 99.95% for its core network

The Service Availability relates to the service from the Immervox partner’s network edge to the Immervox partner’s IP Telephony platforms. The availability is measured over a 3 month period and excludes any planned or emergency maintenance windows.

Please note the Service Availability measure specifically excludes the local loop to the customer premises.

Fault Repair Times

All faults surrounding IP Plus Access will be targeted to be rectified within 24 clock hours from the point that the issue is reported to and accepted by Immervox.

Please note that clock hours run during the time the fault is in the Immervox partner’s control. Where a fault is with you as the client, the clock stops and only restarts when passed back to Immervox.

1.6.1.4 In the event that your Converged Broadband service is ceased, the router supplied as part of the service must be returned to Immervox within 3 working days. Should this router not be returned within this period, a non-refundable charge of £350 will be invoiced by Immervox.

1.7 IP Plus Broadband

Immervox’s IP Plus Broadband includes the following:

Target SLAs

Immervox’s assured level of service will deliver an available number of concurrent channels according to the product ordered:


Subject to line conditions (determined by the distance from the exchange, state of the internal wiring and impact of external noise).

*Immervox cannot guarantee local loop line quality and therefore cannot guarantee that the Immervox IP Plus Services run as specified until the Assurance Period (a part of the provisioning process) has completed. At the end of this period Immervox will either handover an IP Plus service that will deliver the required number of concurrent voice channels or will inform you that the service is not be capable of delivering the required service level for the product ordered. You may choose to cancel the order (at no cost) at this stage or continue and accept the service (for example, this may happen if you require 6 channels where we deem a line unable to support 10 channels but able to support 5 channels.

Round Trip Delay

The target level for Round Trip Delay (sometime known as Round Trip Latency) is <80ms.

Round Trip Delay is measured for packets sent from the Immervox partner’s core network to the customer router and then back again. 10 x 200 byte ICMP packets are sent every 2 minutes.

Jitter

The target level for Jitter is < ± 45ms.

In order for voice to be intelligible, consecutive voice packets must arrive at regular intervals. Jitter describes the degree of variability in packet arrivals, which can be caused by bursts of data traffic or just too much traffic on the line.

Packet Loss

The target level for Packet Loss is <2%.

Packet Loss is measured in terms of packet delivery, and is defined as the percentage of packets sent that reach their destination within a certain time. Packet loss is a common occurrence in data networks, but devices/applications are designed to simply request a retransmission of lost packets. Voice traffic can tolerate no more than a three percent loss of packets before callers experience disconcerting gaps in conversation

Service Availability

Immervox’s partner provides a target service availability of 99.95% for its core network

The Service Availability relates to the service from the Immervox partner’s network edge to the Immervox partner’s IP Telephony platforms. The availability is measured over a 3 month period and excludes any planned or emergency maintenance windows.

Please note the Service Availability measure specifically excludes the local loop to the customer premises.

Fault Repair Times

All faults surrounding IP Plus Access will be targeted to be rectified within 24 clock hours from the point that the issue is reported to and accepted by Immervox.

Please note that clock hours run during the time the fault is in the Immervox partner’s control. Where a fault is with you as the client, the clock stops and only restarts when passed back to Immervox.

1.7.1 In the event that your IP Plus Broadband service is ceased, the router supplied as part of the service must be returned to Immervox within 3 working days. Should this router not be returned within this period, a non-refundable charge of £350 will be invoiced by Immervox.

1.8 EFM

Ethernet in the first mile (EFM) delivers speeds up to 20 Mbps across copper pairs so avoiding many of the high excess construction charges that could come from installing a dedicated Ethernet circuit. EFM is an uncontended circuit so is ideal for business looking to make the first move to SIP, VoIP and cloud based services. EFM is an affordable option to improve connectivity and obtain faster and more reliable speeds than broadband without the move to full, dedicated Ethernet.

1.9 Dedicated Ethernet

Dedicated Ethernet or Leased Line connectivity as it’s also known is a technology which offers a flexible, scalable access via an Ethernet fibre connection method which can be extended to form LANs to WANs.

Its high scalability allows bandwidth to be quickly and easily increased in increments from 10Mb in line with your changing business needs and is backed by our industry leading SLA of 99.9% service up time. Access is provided at speeds from 10Mb, with 10Mb increments for up to 100Mb circuits and 100Mb increments for up to 10Gb circuits. Dedicated Ethernet is truly uncontended, with a physically separate fibre line from all other local connections.

Dedicated Ethernet is ideal for businesses with greater connectivity demands, requiring advanced security, privacy and reliability that result in the business being online and operational 24/7.

Dedicated Ethernet is the only choice of connectivity for businesses where a loss of connection would result in their business operations grinding to a halt, or relying on critical ERP, CRM, logistics or trading systems. Equally, for an organisation that must ensure a truly private connection, dedicated Ethernet is the only option.

1.10 MPLS

With fast, reliable connectivity and high network resilience, the many-to-many communications solution offered by MPLS enables geographically dispersed sites to connect across the UK and worldwide. It’s easy to upgrade and add new locations. MPLS provides the flexibility to adapt in line with changing national and global business requirements, alongside multiple speeds and access options.

As an MPLS network can support voice and video communications, as well as other prioritised data, companies that install an MPLS network now can introduce VoIP and video conferencing facilities at any point in the future as the infrastructure will already be in place.

2 MINIMUM TERM

A minimum term of between 12 and 60 months applies to all Data Service products.

DATA SERVICES

SPECIFIC TERMS & CONDITIONS

SECTION I: - Broadband Services

1 DEFINITIONS

1.1 In these Terms, the following terms shall have the following meanings:

"Act" means the Telecommunications Act 1984

"Access Line" means the telecommunications circuit that You use to obtain telecommunications services over the public switched telephone network at the Premises as notified by You to Immervox.

"Agreement" means these Terms, together with the applicable Order Form.

"Carrier" means any supplier of telecommunications services to Immervox Ltd for the Service.

"Commencement Date" means the date when You first receive the Service.

"Confidential Information" means any information of a confidential nature obtained under or in connection with this Agreement including, but not limited to, any information regarding the existence of errors or viruses found in the Service and all other information which Immervox characterises as confidential at the time of its disclosure either in writing or orally. Confidential Information does not include information which You can demonstrate:

a. is previously rightfully known to You without restriction at the time of disclosure;

b. is or becomes, from no act or omission on Your part, generally known in the relevant industry or public domain;

c. is disclosed to You by a third party as a matter of right and without restriction at the time of disclosure; or

d. is independently developed by You without access to the Confidential Information.

"Customer Apparatus" means apparatus belonging to You not forming part of the Equipment but which may be connected to the Equipment.

"Immervox" means Immervox Ltd, whose trading office is at 22-24 Hornsby Square, Southfields Business Park, Basildon Essex. SS15 6SD

"Immervox System" means the telecommunication system which Immervox runs and, for the purpose of this Agreement, any apparatus leased by, or otherwise obtained by, Immervox from a third party.

"Equipment" means any apparatus or equipment provided by Immervox or any third party to You at the Premises to enable provision of the Service under this Agreement.

"Order Form" means the form which You sign to order the Service.

"Premises" means your premises where the Service is to be received.

"Service" means the installation, connection and supply of a telecommunications circuit capable of supporting xDSL services at the Premises and the provision of telecommunication services over such circuit.

"Standard Tests" means the tests carried out by Immervox or any third party to determine whether the Service is ready.

"Term" is defined in clause 4.1.

"You" means the person who orders the Service and person shall be taken to include bodies corporate or unincorporate. 

2 SERVICES

2.1 Subject to this Agreement Immervox shall provide or procure the provision of the Service to You according to the terms of this Agreement. Immervox may obtain telecommunications services from a Carrier where it is necessary for the supply of the Service to You. You accept that it is technically impracticable to provide telecommunications services which are entirely free of faults and Immervox does not undertake to do so.

2.2 The Service comprises a telecommunications service to access, inter alia, other services provided by Immervox. This Agreement does not give you rights to use Immervox's Internet access services, such services are subject to separate terms and conditions, which are not incorporated in this Agreement.

2.3 You acknowledge that the Service will depend upon the characteristics of Your Access Line and that where the Carrier so determines it may not be possible to supply the Service. In this event Immervox shall have the right to terminate this Agreement without liability to You save as set out in clause 4.2.

2.4 You acknowledge that during the installation of the Equipment for the provision of the Service your Access Line may suffer a temporary loss of telephone service which shall be reinstated following installation and/or interference to any other Access Line services (e.g. Access Line security systems) without any liability to Immervox. You also acknowledge that any telephone socket extensions that are incorrectly wired may be disconnected without liability to Immervox.

2.5 Occasionally, Immervox and/or any Carrier may have to interrupt the Service or change the technical specification of the Service for operational reasons or because of an emergency. In these circumstances You shall have no claim against Immervox for any such interruption.

2.6 Except as otherwise expressly permitted in these Terms, and in addition to other restrictions herein, You may not:

2.6.1 redistribute, encumber, sell rent, lease, sub-license, copy or use the Service or otherwise transfer rights to the use of the Service to any third party, whether in whole or in part;

2.6.2 disclose Service features, errors or viruses to any third party without Immervox's prior written consent;

2.6.3 use the Service except in conjunction with Immervox's recommended operating environment, notified by Immervox; or

2.6.4 modify the Service without Immervox's prior written consent.

2.7 End Users must not use the end User Services in any way that in Immervox's reasonable opinion could or does detrimentally affect the performance of Immervox's systems or network or those of any Third Party Service Provider, or detrimentally affect the quality of the End User Services to any other End Users. Immervox reserves the right to take appropriate action in such circumstances, which may involve restricting a service. ADSL services are subject to a monthly data transfer limit per circuit, as defined on the Order Form. In the event that your usage exceeds this limit, your circuit/s may be restricted, moved to a higher contended service or any data used over the specified inclusive data limit will be charged at the applicable per GB excess usage rate. 

3 FEES

3.1 Immervox shall provide You with the Service for a fee as set out on the Order Form. These fees are subject to change without notice. Immervox will charge You the fees from the Commencement Date. In addition, Immervox or the Carrier shall be entitled to charge:

3.1.1 an Abortive Visit Charge of £200 (+ VAT) if the information that you have supplied is incorrect and it is not technically possible to provide the Service to You over your existing Access Line; and

3.1.2 where it is necessary to relocate Your existing telephone line master socket to provide the Service a charge of £99.99 (+ VAT); and

3.1.3 a Reworking Charge, if You consent to a Carrier engineer making good any existing non-Carrier installed wiring to make it fit for installation of the Service; and

3.1.4 an Administration Charge where You provide illegible, materially incomplete or incorrect order details, at £46.00 (+VAT) minimum charge and £23.00 (+ VAT) per subsequent hourly charge or part thereof; and

3.1.5 a charge for the Carrier to work outside its normal hours in connection with its supply of the Service to You.

3.1.6 a charge for visits to your site or local exchange, in relation to faults which are caused by user error or equipment not supported or maintained by Immervox.

3.1.7 Unless otherwise confirmed in writing, any excess usage charges outside of a product’s data allowance will be charged at £1.50 per Gigabyte

3.1.8 A cease charge of £45 will apply in the event that a broadband service is ceased.

4 TERM AND TERMINATION

4.1 This Agreement will commence on the Commencement Date and shall continue for a minimum period of between 12 and 60 months as stated on the Order Form and confirmed on the Acceptance. After the expiry of the initial term the Agreement will automatically renew for consecutive periods equal to the initial term subject to the provisions of this Clause 4 ("the Term").

4.2 You may terminate this Agreement after the Term by giving Immervox not less than one hundred and twenty (120) days' written notice.

4.3 Immervox may terminate this Agreement immediately upon written notice to You if:

4.3.1 it becomes unlawful for Immervox or the Carrier supporting the Service to continue to provide the Service or the Carrier supporting the Service is required to cease the Service by a competent regulatory authority; or

4.3.2 the Carrier supporting the Service ceases to do so for whatever reason or changes the terms its provision of telecommunications services to Immervox for the Service beyond the reasonable control of Immervox;

4.3.3 You (or a third party acting on your behalf or instruction) fail to comply with any of the material terms or conditions of the Agreement including your obligation to pay and You do not remedy such failure within 14 days of a request to do so; or

4.3.4 You take (or cause or permit a third party to take) any action in breach of Immervox's rights to the Confidential Information.

4.4 The provisions of this Agreement regarding Confidential Information and limitation of liability shall survive the termination of the Agreement. 

4.5 Upon termination of this Agreement You shall immediately stop using the Service and Your right to use Service shall immediately terminate.

4.6 In the event that you request a MAC from Immervox and subsequently move your service to an alternative provider, you must notify Immervox that your service has been moved away, in writing. Failure to provide this written notice will result in your service being billed until the date you provide notice, plus the required notice period.

5 PROPRIETARY RIGHTS

5.1 All title, interests, and rights (including but not limited to ownership and intellectual property rights) in the Service remain in Immervox and/or its suppliers. You acknowledge such title, interest and rights and You shall not take any action to jeopardise, limit or interfere in any manner with Immervox's (or any third party suppliers') title, interests or rights with respect to the Service, including but not limited to, using Immervox's trademarks or tradename.

5.2 Title and related rights in any content accessed through the Service are the property of the applicable content owner and are protected by applicable laws. The right to use granted to You under clause 2.1 gives You no rights to such content. If You wish to use such content, You must ensure that You have the appropriate consent or licence of the content owner.

5.3 You acknowledge that you shall have no rights to any intellectual property rights arising or a result of any use of the Service.

6 YOUR OBLIGATIONS

6.1 You hereby irrevocably give permission to Immervox and its employees, agents or contractors to:

6.1.1 execute any works on the Premises for, or in connection with, the installation, maintenance, adjustment, repair, alteration, moving, replacement, renewal or removal of telecommunication apparatus;

6.1.2 keep and operate telecommunication apparatus installed on, under or over the Premises;

6.1.3 enter the Premises to inspect any telecommunication apparatus kept on, under or over the Premises or elsewhere for the purposes of the Immervox Systems.

The permission set out above shall continue in force notwithstanding cancellation or termination of this Agreement until such time as Immervox has removed all Equipment from the Premises.

6.2 You agree not to do or allow anything to be done to the Premises that may cause damage to, or interfere with, the Equipment or prevent easy access to it.

6.3 You shall procure at Your own expense all permissions, licences, registrations and approvals necessary for, or considered desirable by, Immervox to deliver, install and maintain the Equipment for the provision of the Services.

6.4 Immervox shall supply You with the relevant information to enable You suitably to prepare the Premises for delivery and installation of the Equipment. You shall at your expense provide suitable accommodation, assistance, facilities and environmental conditions for the Equipment and all necessary electrical and other installations and fittings.

6.5 Immervox shall use its reasonable endeavours to comply with Your reasonable requests in respect of installation but Immervox or its contractor or agents' decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Equipment or part thereof shall be final and binding. Immervox shall use all reasonable endeavours to provide and install or procure the provision and installation of the Equipment at the Premises so that the Service can be provided on or before any installation date specified or agreed to by Immervox.

Any installation date is an estimate only and Immervox shall not be liable for any failure to meet such installation

6.6 Following the installation of the Equipment the Standard Tests shall be carried out by date. Immervox or any other third party to ensure that the Service is ready for use. If the Service is not ready for use, Immervox shall either repair or replace, at its sole option, the Equipment or any part thereof and repeat the Standard Tests. You shall be entitled to use the Services following successful completion of the Standard Tests.

6.7 The Equipment shall remain the property of Immervox or the supplier of such equipment (including any Carrier) and You shall at all times make clear to third parties that the same is the property of Immervox or a third party supplier of such equipment. Immervox may modify, substitute, renew or add to the Equipment from time to time at its absolute discretion.

6.8 You shall be responsible for ensuring at all times the safekeeping and proper use of the Equipment after delivery and or installation at the Premises. You shall be liable to Immervox for any loss or damage to the Equipment (except in so far as it can be shown that such loss or damage is attributable to the negligent act or omission of Immervox). In particular (without prejudice to the generality of the foregoing) You undertake:

6.8.1 to keep the Equipment at the Premises and not to move it;

6.8.2 to permit Immervox and its employees, agents or contractors to inspect or test the Equipment at all reasonable times;

6.8.3 to comply with all instructions as Immervox may notify to You and/or with the manufacturer's instructions and not to use the Equipment except in accordance with such written instructions and in accordance with the law and any applicable licence granted thereunder;

6.8.4 not to cause the Equipment to be repaired or otherwise maintained except by an authorised representative of Immervox;

6.8.5 not to cause any attachments other than those approved for connection under the Act to be fitted to the Equipment except in accordance with such written authorisation as may be notified by Immervox to You from time to time;

6.8.6 not to do anything nor to allow to subsist any circumstances likely to damage the Equipment or detract from or impair its performance or operation and not to add modify or in any way interfere with or impair the performance of the Equipment;

6.8.7 not to attempt to sell, transfer, dispose of, let, mortgage, charge, modify, extend, repair, service, tamper with, remove or interfere with the Equipment or suffer any distress, seizure or execution to be levied against or of the Equipment or otherwise do anything prejudicial to Immervox or the owner of such Equipment's rights in the Equipment; and

6.8.8 not to remove, tamper with or obliterate any identification mark(s) affixed to the Equipment or to any part thereof showing that it is the property of Immervox or other third party supplier of such equipment.

6.9 A secure electricity supply is required at the Premises for the installation, operation and maintenance of the Equipment at such points and with such connections as specified by Immervox. Unless otherwise agreed, this power supply is to be provided by You. Immervox shall not be responsible for interruption or failure of the Services caused by a failure of such power supply. 

6.10 You shall be liable for any loss or damage howsoever caused (including but not limited to lightning or electrical damage) to any part of the Equipment or any of your own property within the Premises (except in so far as it can be shown that such loss or damage is attributable to the negligent act or omission of Immervox). You will notify Immervox immediately of any such loss or damage.

6.10.1 You undertake to indemnify Immervox against any and all such loss or damage referred to in this clause 6.10.

6.10.2 Wilful destruction or abuse of the Equipment may result in additional charges being payable by You to Immervox.

6.11 You shall be responsible for the repair and maintenance of any Customer Apparatus used in order to obtain or use the Service.

6.12 You shall ensure that such Customer Apparatus complies with any applicable law. You shall immediately disconnect any such apparatus if such apparatus does not, or ceases to, conform to applicable standards (if any) for the time being in force. Immervox reserves the right to disconnect any apparatus used by You if You do not fulfil your obligations under this Clause or if, in the opinion of Immervox, such apparatus may cause the death of any personal injury to any person or damage to property or materially impair the quality of any telecommunication service provided by means of the Immervox Systems and You agree to disconnect such apparatus at the request of Immervox.

6.13 You must allow Immervox or any Carrier to have access to the Premises at all reasonable hours for the purpose of testing or maintaining any of the Equipment and/or the Service and provide a safe and suitable environment for such access visits.

6.14 You must not use the Service:

6.14.1 in a way that does not comply with the terms of any legislation or that is in any way unlawful or fraudulent; or

6.14.2 in connection with the carrying out of a fraud or criminal offence against any telecommunications operator; or

6.14.3 to send, encourage the receipt of, upload, download, use or re-use any material which is abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights or may contain viruses or other similar programs, or which cause overloads to the Immervox System;

6.14.4 to send or procure the sending of unsolicited advertising or promotional material; or

6.14.5 in a way that does not comply with any instructions given by Immervox for reasons of health, safety or the quality of the Carrier's telecommunications services or the Immervox System.

6.14.6 or attempt to use the Service in a way that modifies, decompiles or reconfigures or attempts to modify or reconfigure the Service or any Equipment or copy any manual or documentation relating to the Service, without Immervox's prior written consent.

6.15 Immervox will be entitled to suspend the Service or terminate the Agreement if Immervox knows or has reason to believe that You are in breach of the obligations in clause 6.3 or clause 6.14.

6.16 You shall not without Immervox's prior written consent copy or (except as permitted by law) decompile or modify any software supplied with the Service, nor copy any manuals or other documentation.

6.17 You must notify Immervox immediately in writing of any allegation of infringement of any intellectual property rights prompted by Your use of the Service. You may not make an admission relating to an alleged infringement. You must allow Immervox, or at Immervox's election, the Carrier to conduct all negotiations and proceedings and give Immervox or the Carrier all reasonable assistance in doing so. You must allow any part of the Service to be modified so as to avoid continuation of the alleged infringement. 

6.18 You will co-operate with Immervox's reasonable requests for information regarding Your use of the Service and supply such information without delay.

7 FAULTS IN THE SERVICE

7.1 Should You encounter a fault with the Service You must report this to Immervox on telephone number 0800 652 7454 or by email to [javascript protected email address]. Immervox shall investigate the fault and if necessary notify the Carrier.

8 DISCLAIMER OF WARRANTIES

8.1 THE SERVICE WILL BE PROVIDED TO YOU "AS IS", WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. IMMERVOX DISCLAIMS AND EXCLUDES ALL SUCH WARRANTIES AND REPRESENTATIONS INCLUDING WITHOUT LIMITATION ANY WARRANTY OR REPRESENTATION THAT THE SERVICE IS FREE OF DEFECTS AND VIRUSES, OF SATISFACTORY QUALITY, FIT FOR A PARTICULAR

8.2 PURPOSE OR NON-INFRINGING OF THIRD PARTY RIGHTS. FURTHER, IMMERVOX DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES THAT MIGHT ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. YOU ACCEPT ALL RISKS AND LIABILITIES ASSOCIATED WITH YOUR USE OF THE SERVICE.

9 LIMITATION ON LIABILITY AND FORCE MAJEURE

9.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

9.2 Neither party shall be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with this Agreement for:

9.2.1 any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or

9.2.2 any loss of goodwill or reputation; or

9.2.3 any special, indirect or consequential losses or any destruction of data, in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out or in connection with the provisions of, or any matter under this Agreement.

9.3 Subject to clauses 9.1 and 9.2 Immervox's liability to You in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited as set out in the Standard Terms

9.4 Each provision of this Clause 9 excluding or limiting liability shall be construed separately, applying and surviving even it for any reason any other provision does not remain in force, notwithstanding the expiry or termination of this Agreement.

9.5 You are solely responsible for any liability arising out of any content provided by You and/or any material to which other users can link to through such content. Any data included in the Equipment upon installation of Immervox is for testing use only and Immervox hereby disclaims any and all liability arising therefrom. 

9.6 You indemnify Immervox and its suppliers including any Carrier against any claims or damages arising from Your use of the Service.

9.7 If either party is unable to perform any of its obligations under this Agreement because of a matter beyond that party's reasonable control including, but not limited to, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, or acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers, that party shall have no liability to the other for such failure to perform its obligations.

10 CONFIDENTIALITY

10.1 You must at all times, both during the term of the Agreement and for a period of two (2) years after its termination, keep in confidence all Confidential Information using at least the same standard of care You use with your own confidential information, but in any event no less than reasonable care. You may not use or disclose any Confidential Information other than for purposes and activities specifically permitted by the Agreement. You may only disclose Confidential Information to an employee or contractor under binding obligations of confidentiality substantially similar to those set forth in this Agreement on a "need to know" basis. If You are legally compelled to disclose any Confidential Information, then, prior to such disclosure, You must:

10.1.1 immediately notify Immervox to allow Immervox an opportunity to contest the disclosure;

10.1.2 assert the privileged and confidential nature of the Confidential Information; and

10.1.3 co-operate fully with Immervox in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection is not obtained, You may disclose the Confidential Information only to the extent necessary to comply with applicable legal requirements.

11 SECURITY

11.1 You must implement internal security mechanisms to protect the integrity of the Service. You indemnify Immervox against any loss or damage whatsoever to Immervox caused by a breach of such internal security mechanisms.

12 NOTICES

12.1 Any notice required or permitted under the Agreement must be in English and in writing. You must send any such notice to Immervox at the following address:

Immervox Ltd

22-24 Hornsby Square

Southfields Business

Park Basildon

Essex

SS15 6SD

Attention: Client Services Team

12.2 Any notice to be sent to You will be sent to the address which you provide on the Order Form.

13 MISCELLANEOUS

13.1 The Agreement will constitute the entire agreement between the parties concerning the subject matter of these Terms and Conditions. It will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties relating to the subject matter of these Terms, and all past courses of dealing or industry custom. The Agreement will prevail over any other conflicting written instrument or other notice you may submit to Immervox.

13.2 Any amendment to the Agreement must be in writing and signed by an authorised representative of each party.

13.3 The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.

13.4 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.

13.5 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.

13.6 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement. A waiver of a provision or breach of a provision of the Agreement will only be effective if made in writing and signed by an authorised representative of the waiving party.

13.7 The licence granted under the Agreement will not create a partnership, joint venture, agency relationship or franchise relationship.

13.8 You may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of Immervox.

13.9 Neither party will be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of Service resulting directly or indirectly from any cause beyond its reasonable control.

13.10 Notwithstanding any other provision in this Agreement, nothing in this Agreement will create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than You or Immervox.

13.11 Any registration or transferal of .uk domains to Immervox Ltd will be subject to the terms and conditions of Nominet UK and can be found at http://www.nominet.org.uk/nominet-terms.html

13.12 The headings to the sections of these Terms are for convenience only and have no substantive meaning.

ACCEPTABLE USE POLICY

Data Services

Introduction

1.1. The following list details all the uses of Immervox Data services that we consider unacceptable - in other words, unfair usage. Immervox maintains and promotes a policy of fair and acceptable usage at all times, so please ensure that any use of Immervox services, by yourself, or anyone in your household or office abides by the restrictions listed below.

1.2. Please ensure that anyone who uses your Immervox Internet service agrees with this Policy and is aware of their obligations under it. This extends to your employees or office workers, members of your household, children, guests and any one accessing the network through your home or office.

2. What can Immervox services not be used for?

2.1. Unlawful, fraudulent, criminal or otherwise illegal activities

2.2. Sending, receiving, publishing, posting, distributing, disseminating, encouraging the receipt of, uploading, downloading or using any material which is offensive, abusive, defamatory, indecent, obscene, unlawful, harassing or menacing or a breach of the copyright, trademark, intellectual property, confidence, privacy or any other rights of any person

2.3. Commercial purposes (unless you are a customer who is working from home as a sole trader in business on your own account or a Business customer in which case see below for limits on certain types of commercial use)

2.4. Sending or uploading unsolicited emails, advertising or promotional materials, offering to sell any goods or services, or conducting or forwarding surveys, contests or chain letters except that customers working from home as a sole trader in business on their own account or Business customers are permitted to send marketing communications in accordance with the Privacy and Electronic Communications Regulations 2003 if sent in batches of no more than fifty (50) emails at any time, each individual campaign being sent to no more than five hundred (500) recipients, with no more than five (5) campaigns per month

2.5. Knowingly or negligently transmitting or uploading any electronic material (including, without limit, files that contain viruses, corrupted files, or any other similar software or programmes) which is known or likely to cause, interrupt, damage, destroy or limit the functionality of any computer software, hardware or telecommunications equipment owned by Immervox, its partners, or any other Internet user or person

2.6. Activities that invade another’s privacy, cause annoyance, inconvenience or needless anxiety to any person

2.7. Activities that are in breach of any other third party’s rights, including downloading, installation or distribution of pirated software or other inappropriately licensed software, deletion of any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, falsification of the origin or source of any software or other material

2.8. Anything that may disrupt or interfere with our partner’s network or services or cause a host or the network to crash

2.9. Launching “denial of service” attacks; “mailbombing” attacks; or “flooding” attacks against a host or network

2.10. Granting access to your Immervox services to others not residing at, or located at the premises at which these Internet services are provided

2.11. Making excessive use of, or placing unusual burdens on, the network, for example by sending or receiving large volumes of email or excessively large email attachments

2.12. Circumventing the user authentication or security process of a host or network

2.13. Creating, transmitting, storing or publishing any virus, Trojan, corrupting programme or corrupted data

3. What about security?

3.1. You are responsible for ensuring that any confidential account information held by you remains confidential so that the network cannot be used by any unauthorised person.

3.2. The Account information referred to includes, but is not limited to, those controlling access to (a) any computer hardware systems or networks; (b) any computer software or applications; or (c) any other services accessed by you in the use of either of the above.

3.3. You shall not disclose any account information to any third party, or use the same for any purpose connected with the improper use of the network including accessing or attempting to access other parts of the services for which you do not have access rights. You are responsible for taking all reasonable steps necessary to prevent a third party obtaining access to the network. You must immediately advise us if you become aware of any violation or suspected violation of these Security provisions.

4. What about usage by others without you knowing?

4.1. You are responsible for all uses made of Immervox Internet services through your account (whether authorised or unauthorised) and for any breach of this Policy whether an unacceptable use occurs or is attempted, whether you knew or should have known about it, whether or not you carried out or attempted the unacceptable use alone, contributed to or acted with others or allowed any unacceptable use to occur by omission. You agree that Immervox is not responsible for any of your activities in using the network. Although the Internet is designed to appeal to a broad audience, it’s your responsibility to determine whether any of the content accessed via Immervox’s Internet service is appropriate for children or others in your household or office to view or use.

5. Anything else you should know?

5.1. Immervox does not accept the sending of spam email through its services and reserves the right to block any emails that have the characteristics of spam. You’ll be contacted by Immervox if any emails sent by you are blocked for this reason. Any spamming activity may result in suspension or termination of your service at Immervox’s option and sole discretion.

6. What about excessive network usage?

6.1. Where services are supplied with an unlimited monthly usage policy, and it is determined that any customers Internet activities are so excessive that other customers are detrimentally affected, Immervox may give the customer generating the excessive web traffic a written warning (by email or otherwise). In extreme circumstances, should the levels of activity not immediately decrease after the warning, Immervox may terminate that customer’s services.

6.2. DSL Broadband Services subject to a monthly usage allowance will be billed at the rate of £1.50 per GB of additional data use over and above the allowance for that month.

7. What happens if the Policy is breached?

7.1. If any customer’s use of these services constitute a breach of this Policy, Immervox may, at its option and discretion, either give the customer notice to stop the unacceptable use(s) or terminate that customer’s services (with or without notice as Immervox considers appropriate).

7.2. To report any illegal or unacceptable use of Immervox services, please send an email to [javascript protected email address]

SECTION 2 – ADDITIONAL SPECIFIC TERMS APPLICABLE TO VIR PRODUCTS

Please see our additional specific terms applicable to VIR products located at

https://immervox.com/files/2f0e4c9387e83e10a041b8c6aef4735b.pdf

SECTION 3 – ADDITIONAL SPECIFIC TERMS APPLICABLE TO GMA PRODUCTS

Please see our additional specific terms applicable to GMA products located at

https://immervox.com/files/40ec6df4dd455f46ff37734c0177653c.pdf

SECTION 4 – ADDITIONAL SPECIFIC TERMS APPLICABLE TO DSY PRODUCTS

Please see our additional specific terms applicable to DSY products located at

https://immervox.com/files/81e3870b8f13961283caf3d93ed82841.pdf

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