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The Terms below set out the basis on which we will provide services to you. The Terms do not affect your statutory rights under law.
These are the general terms applicable to all Services provided by Immervox. Specific terms may apply to specific products or services. In the event of ambiguity between these terms and any specific terms, the specific terms shall take precedence.
1.1 In these Terms, the following words shall (unless the context otherwise requires) have the following meanings:
“Acceptance Form the form sent by email by us confirming our acceptance of the Order Form and giving details of you, the Services, the Fees and other relevant information;
“the Act” means the Communications Act 2003 and any amendments, modifications or re-enactments of the Act that may be made from time to time;
“Agreement” these Terms, the Order Form and the Acceptance Form;
“Communications Line” the telecommunications system that you either obtain from us or you have notified us that you use to obtain telecommunications services over your telephone network at the Premises;
“Confidential Information” means all secret or confidential commercial, financial and technical information, know how, trade secrets, inventions, computer software and other information whatsoever and in whatever form or medium and whether disclosed orally or in writing, together with all reproductions in whatsoever form or medium and any part or parts of it;
“Equipment” any hardware supplied by us to you in order for you to receive any Service as specified on the Acceptance Form;
“Fair and Acceptable Usage Policy” the fair and acceptable usage policy posted on our Web Site (as amended from time to time);
“Fees” the amount(s) payable by you for or relating to the Services as set out on the Acceptance Form;
“Intellectual Property Rights” or “IPR” all patents, copyright, moral rights, design rights, know-how, Confidential Information, database rights, trademarks and service marks together with applications to register any of the above (where applicable);
“Order Form” the form submitted by you in respect of the Services;
“Premises” the Site address identified on the Order Form and confirmed on the Acceptance Form;
“Services” the telecommunication services to be supplied by us as listed on the Order Form and confirmed on the Acceptance Form and in respect of each specific terms may be applicable and “Service” shall mean any one of the Services as appropriate;
“Start Date” the start date for each Service;
“Supplier” any supplier to us from time to time with whom we will supply the Services to you;
“Supplemental Charge(s)” any charges additional to the Fee that may be invoiced by us to you in accordance with these Terms (whether by virtue of a specific provision or otherwise) which will be calculated either on a time and materials basis in accordance with our then current standard rates or passed on at cost from the Supplier as appropriate;
“Terms” these terms and conditions and any terms specific to the Services or products supplied by us (as appropriate);
“Web Site” www.immervox.com or such other url as may from time to time be used by us to sell the Services.
1.2 References to “us”, “we” and “our” are references to Immervox Limited (Company number 03814512) whose registered office is at 22 Hornsby Square Southfields Industrial Park Basildon Essex SS15 6SD;
1.3 References to “you” and “your” are references to the customer(s), requiring the Services whose details are set out in the Order Form and confirmed on the Acceptance Form;
1.4 Words in the singular shall include the plural and vice versa, references to any gender shall include the other and references to legal persons shall include natural persons.
1.5 The headings in these conditions are intended for reference only and shall not affect their construction.
2.1 The person submitting the initial Order Form warrants his or her authority to bind you to this Agreement and you hereby agree to complete your information as soon as is reasonably practicable.
2.2 Our Services may not be available to a small number of clients in certain circumstances. we will tell you if this applies to you.
3.1 Your Agreement with us will be deemed to be effective on the date hereof, and subject to clause 8 below, shall continue either [until terminated by you giving not less than 90 days written notice of termination, and in any event for a minimum period of 36 months. This contract will automatically renew on the anniversary date for periods equal to the minimum term or (if appropriate) for the duration specified in the Acceptance Form or until the end date specified in the Acceptance Form.]
3.2 You may extend the Agreement at any time by submitting a further Order Form through your account area on the Web Site. This further Order Form may include new or alternative Services and may be in relation to the same or new Premises. Any further Order Form is subject to confirmation by a new Acceptance Form. The new Order Form and the new Acceptance form will detail any changes to these Terms (including, but not limited to) the Fee which would be applicable to the extended period, the new Start Dates and new end dates. Unless otherwise agreed, the new Start Date will be at the expiry of the original period of this Agreement.
4.1 We agree to provide to you the Services, for the Fees, any Supplemental Charges, call charges or costs incurred by us on your behalf, in accordance with these terms and conditions.
4.2 We will use all reasonable endeavours to provide the Services without interruption and materially error free. You acknowledge that there may be matters that are beyond our control that may prevent us from doing so.
4.3 You acknowledge that our obligations may be carried out on our behalf by a Supplier or other sub-contractor or agent acting on either our or the Supplier’s behalf.
4.4 You authorise us, if required, and our agents, employees or other authorised personnel, to reprogram and/or install access equipment in order to provide the Services.
4.5 We shall confirm the acceptance of the Order Form in our absolute discretion by issuing the Acceptance Form.
4.6 All times, dates and periods given for the performance of the Services are given in good faith but without any responsibility on our part.
5 YOUR OBLIGATIONS
5.1 You agree to pay the Fees as shown on the Acceptance Form and (where in the manner provided by these Terms) any Supplemental Charges or costs or charges incurred by us in relation to the provision of the Services. We will bill you for all: (a) Fees; (b) Supplemental Charges and where applicable for calls made at the rates set out on our Web Site or our Price Lists, as amended from time to time.
5.2 Payment under clause 5.1 above shall be due no later than 21 days after the date of our invoice. Invoices will be rendered monthly.
5.3 You must pay either [by Direct Debit, BACS or Cheque] and provide a continuing authority to us to deduct the appropriate Fees monthly in advance for the duration of the Agreement. we may agree alternative methods of payment at our discretion. We reserve the right to refuse payment by any other means.
5.4 You will only be billed for the Services that you actually receive on the Start Date. Thereafter any other Services that form part of the Agreement will be billed as and when their individual Start Date is reached.
5.5 The time of payment shall be of the essence.
5.6 Without prejudice to any other rights you may have, we reserve the right (both before and after judgment) to charge daily interest on amounts outstanding 30 days after the date of the invoice until payment in full is received, at a rate equal to 3 per cent per annum above the Lloyds Bank Plc base lending rate as current from time to time. Interest shall continue to accrue notwithstanding termination of the Contract.
5.7 We reserve the right to refer any overdue payment to a debt collection agency. Should such a referral occur you will be liable to pay the reasonable costs that it incurs in the collection of the overdue sums including any legal or agency fees.
5.8 We reserve the right to levy a late payment charge against you if you are late in paying your Fees.
5.9 The Fees shall be due in full to us in accordance with the terms of this Agreement and you shall not be entitled to exercise any set-off, lien or any other similar right of claim.
5.10 You shall pay the price for the Services as set out in the Acceptance Form. We shall be entitled to amend our prices when enforced changes are made by our suppliers. At any time such changes will apply to all Services provided and will be reflected in our next invoice. We shall prepare and send invoices for usage charges each calendar month in arrears or in such other form and manner as shall be agreed with you. Usage charges payable shall be calculated by reference to data recorded or logged by us and not be reference to any data recorded or logged by you and such data shall, in the absence of manifest error, be final and binding.
5.11 We reserve the right to change our call rates or Cease Charge fees from time to time but will aim to let you know at least 21 days in advance of any change we are making. We will endeavour to keep you informed as soon as reasonably practical of any Supplemental Charges that may from time to time occur.
5.12 All prices will be reviewed annually on the anniversary of the date of commencement of this Agreement and we reserve the right to adjust our prices in line with the percentage change in the Retail Prices Index.
5.13 We reserve the right from time to time to pass on to you any charges levied against us by a Supplier.
5.14 Any additional charge will be calculated using data recorded or logged by us, or provided by the Supplier or provided by you at our request (but not otherwise) and not using data recorded or logged by you, and such data shall, in the absence of manifest error, be final and binding.
5.15 All sums referred to in this Agreement are stated exclusive of Value Added Tax and any other taxes of a similar nature, which may from time to time be introduced, which shall (if applicable) be charged by us and payable by you in the same manner as the Fees.
5.16 In the event that you choose to re-direct outbound calls and or line rentals to another Service Provider, Immervox reserves the right to terminate your service agreement and cease making payments against any revenue generating inbound service. Credits for such numbers will only be paid where a customer is routeing all outbound traffic through Immervox Ltd.
5.17 You agree that all information you have given to us is correct, and that you will inform us if any information changes, including without limitation your name, credit or debit card details. you accept that you will be liable for Supplemental Charges if you give us incorrect information that we act on to our detriment.
5.18 In particular, you must notify us immediately of changes to your current email address. You are responsible for errors in sending and receiving emails, unless caused by our negligence.
5.19 You agree that you will keep your account information safe and will tell us immediately if you become aware of any improper disclosure of your account information or unauthorised use of the Services through your account.
5.20 you agree that you will:
5.20.2 ensure that your telecommunications apparatus shall at all times conform to the relevant standard or standards (if any) for the time being designated under the Act and we shall not be under any obligation to connect or keep connected any of your apparatus if it does not conform or if our reasonable opinion it is liable to cause death, personnel injury or damage to property or to impair the quality of services provided by us or to put us in breach of our obligations to any third party. You shall also comply with all the relevant statutes, regulations or other legislation in force from time to time.
5.20.3 conform to such protocols and standards as are issued from time to time in respect of the use of the Internet or the Services;
5.20.4 comply with all applicable legislation (including but not limited to matters arising under EU Regulation 2016/679 – the General Data Protection Regulation (“GDPR”), Data Protection Act 1998 and the Regulation of Investigatory Powers Act 2000).
5.20.5 use the Services in accordance with the Act, and any license granted there under. You further undertake not to use the Services a) As a means of communication for a purpose other than that for which the Services are provided; or b) For the transmission of any material which is the defamatory, offence or of any abusive or obscene or menacing character or is of the nature which if transmitted would constitute a criminal offence or which infringes the rights of any third party including but not limited to contractual rights and intellectual and property rights; or c) For any purpose which we may notify to you from time to time by reason of any relevant legislation which comes into force.
5.20.6 permit or procure permission for us, our agents, employees and any other persons authorised by us to have access to your premises by appointment or during normal working hours in order to supply the Services.
5.20.7 permit or procure permission for us, our agents, employees and any other persons authorised by us to have access to your premises outside of normal working hours at your absolute discretion, and in the event such permission is given will pay our usual costs associated with out of hours working.
5.20.8 provide such reasonable assistance and information as we shall request from time to time.
5.21 you agree that you will not (and you will ensure that anyone with wireless or physical access to your Network/Premises will not):
5.21.1 use the Services for any unlawful purpose or in contravention of any English or other law. This includes but is not limited to:
220.127.116.11 any act or omission which will or is likely to infringe the Intellectual Property Rights of a third party;
18.104.22.168 the transmission, display, downloading or uploading of any material or text which is or is likely to be construed as defamatory, offensive, abusive, obscene or which will or is likely to cause unnecessary anxiety or inconvenience to a third party;
22.214.171.124 use of the Services in any way which is or is likely to violate or infringe the rights of any individual, firm or company in the United Kingdom or elsewhere.
5.21.2 send or procure the sending of unsolicited advertising or promotional material; or
5.21.3 use the Services in a way that does not comply with any instructions given by us for reasons of health, safety or the quality of the Suppliers' services or our system; or
5.21.4 use the Services in anyway that will or is likely to make excessive use of our network (including but not limited to spamming).
5.22 you agree to indemnify us and any Supplier against any losses either of us may suffer from your use of the Services.
5.23 you agree to fully indemnify us against any losses, fines, damages, claims, costs and expenses claimed against suffered or incurred by us including all legal costs involved arising from or in connection with your use of the Services in contravention of the provisions of the Agreement.
5.24 If you request maintenance or repair work, which is found to be unnecessary, you may be charged for the work and the costs incurred. We will give notice that the work is considered unnecessary prior to completion or raising charges therefore.
6.1 Save as required by law and as expressly provided in these Terms, we do not warrant the Services or the Equipment against failure of performance. We disclaim and you waive all other warranties, express or implied, with respect to the Services or the Equipment, arising by law or otherwise, including, without limitation any implied warranty of satisfactory quality, fitness for a particular purpose and any obligation, liability, right, remedy, claim in tort, notwithstanding any fault, negligence, strict liability or product liability of us (whether express or implied) so far as the law permits.
6.2 you agree that we are not liable for any defect in the Equipment which occurs as a result of fair wear and tear by you; rain, water or other liquid damage; negligence; wilful damage; abnormal working conditions; failure to follow the manufacturer’s instructions (whether oral or in writing) or repair by you without our or the manufacturer’s approval.
6.3 you agree that we are not liable in contract or tort (other than fraudulent or negligent misrepresentation) or otherwise arising out of or in connection with these Terms for economic loss (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings), loss of goodwill or reputation, corruption or destruction of data, indirect or consequential losses whether or not such losses were within our contemplation, suffered or incurred by you or any third party arising out or in connection with the provisions of the Services (or any part of them).
6.4 Subject to Clause 6.5, our total aggregate liability to you arising out of or in connection with this Agreement and the performance or observation of our obligations under it shall be limited to a sum equal to one months’ billing for the Services by us to you based on the average billing to you over the past 3 months of the date of the claim concerned
6.5 Nothing in this Agreement shall: (a) exclude or limit liability for death or personal injury resulting from our negligence or that of the Supplier, our employees or sub-contractors; or (b) affect your statutory rights if you are a consumer.
6.6 In the event that the Services fail and your calls are diverted to another carrier, we shall not be obliged to pay any charges incurred by you with that carrier. We shall only be entitled to charge you usage charges for calls that you make through us pursuant to the Contract.
7.1 All title, rights and interest (including but not limited to ownership and IPR) in the Services remain with us and/or the Supplier. You acknowledge such title, interest and rights and you shall not take any action or omit to take any action which will or is likely to jeopardise, limit or interfere in any manner such title, right or interest.
7.2 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 this Agreement 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.
7.3 You must notify us 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 us, or at our election, the Supplier to conduct all negotiations and proceedings and give us or the Supplier 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.
7.4 you acknowledge that you shall have no rights to any IPR in the Services.
7.5 you acknowledge that you shall have no rights to any of our IPR.
7.6 Unless otherwise specifically stated to the contrary in either the Order Form, the Acceptance Form or in any product specific terms and conditions, all right, title and interest in all hardware or products (“Hardware”) supplied by us to you as part of or ancillary to any Service will remain with us. Upon the termination of this Agreement or the agreement for the specific Service (whichever is the earlier) for whatever reason, then:
7.6.1 in respect of any Hardware leased to you or supplied to you free of charge, unless otherwise confirmed by us in writing you will return all such Hardware so leased (or supplied free of charge, as appropriate) to us at your own expense within 10 working days of termination failing which we shall be entitled to charge an amount equal to the then value of that Hardware;
7.6.2 in respect of any Hardware that you have been paying for by way of instalments, upon the payment of the balance of any such instalments outstanding as at the date of termination all right, title and interest in such Hardware shall pass to you. Until such balance is paid we shall retain title and may charge or request return of the Hardware as we deem appropriate.
8.1 Independent of any additional rights to terminate set out in any specific terms and conditions relating to any specific services or products, or any other rights and remedies available to us, we may terminate or suspend your use of the Services (or any of them) at any time, at our sole discretion on giving 30 days written notice to you.
8.2 We can also end the Agreement immediately if: (a) you become subject to bankruptcy or insolvency proceedings which shall include making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress or seizure, or (b) the Services are used for any illegal or fraudulent purposes, or (c) you have breached any term of the Agreement and (where such breach is remediable) fail to remedy that breach within 14 days of a written notice from us specifying the breach, or (d) any licence under which you have the right to run your telecommunication system and connect it to our system is revoked, amended or otherwise ceases to be valid; and/or (e) any payment is not made when it is due (for which full details of our “Route to Credit Control” procedure are available to you on request). In any of these circumstances we may terminate any or all of the Services by giving you a minimum of 7 (seven) days’ prior written notice.
8.3 Without prejudice to any rights and remedies available to it, you shall be entitled, on providing us with 30 days’ notice in writing, terminate the Agreement in the event that we amend these Terms and such amendment is detrimental to you.
8.4 If we are in material breach of these Terms and (where such breach is remediable) we fail to remedy that breach within 14 days of a written notice from you specifying the breach, you may terminate this Agreement by giving us a minimum of 7 (seven) days’ prior written notice. Such notice must be signed by your duly authorised representative.
8.5 In the event that we become subject to insolvency proceedings which shall include making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress or seizure, you may terminate this Agreement by giving us a minimum of 7 (seven) days’ prior written notice. Such notice must be signed by your duly authorised representative.
8.6 Termination by you in certain circumstances may incur a cancellation fee and a Cease Charge fee. Where this is the case this will be set out in the specific terms and conditions. You will also be responsible for any charges for the recommencement of the provision of the Services, as appropriate.
8.7 In the event we terminate this Agreement as a result of a breach by you, you shall not be entitled to any refund of payment already made under this Agreement.
8.8 On termination of the Contract for any reason you must pay us any outstanding usage charges for your usage of the Services up to the date of termination.
8.9 In the event of termination of this agreement by you, either within the minimum term or otherwise, or in the event that you begin to utilise an alternative service provider, in part or in full while this Agreement remains in force, we shall calculate an early termination fee (Z), based on the number of months remaining in the Contract, this will be calculated using the following formula: a) We will calculate 30% of your average monthly spend over a 6 month period of full billing with Immervox “(X)”, and multiply this by the number of months remaining from the point of your termination of all or part of the service to the end of the contract term “(Y)”.
8.10 To calculate your termination fee apply the following formula, (Z) = (X) multiplied by (Y) b) Without prejudice to the above, any variation from the above clause must be agreed in writing between you and us at least 30 days in advance of any termination.
8.11 Upon termination of this Agreement for any reason your right to use the Service(s) shall immediately terminate and you shall immediately stop using the Service(s).
8.12 We may at our sole discretion suspend any Service to you if: a) we reasonably consider that the charges that you are incurring are higher than usual for the type of service that you are receiving (or your usage is higher than normal); or b) we have reasonable grounds to doubt that you will be able to pay your bill; or c) any payment is not made when it is due; or d) you have breached any term of the Agreement; and/or e) we are obliged to comply with an order, instruction or request of any UK Government, an emergency services organisation or other competent administrative authority.
8.13 In the event that we exercise our right under clause 8.10 above this shall not restrict our right to terminate the Agreement.
9.1 If you are an individual the Agreement is formed more than 14 days before the Start Date, you are entitled to a statutory "cooling-off" period of seven days, starting from the day after you ordered the Services as specified in the Consumer Protection (Distance Selling) Regulations 2000 (as amended). To cancel the Services please send a written notice, either by post, e-mail or fax telling us to cancel the Services, to the addresses set out in Clause 11.2 below, marked for the attention of Customer Services. we will refund the charges for any Equipment and delivery and will cancel any payment arrangements within 30 days of receipt of the notice.
9.2 If you cancel the Services then you must also return any Equipment to us within 10 days of the cancellation to the address set out in Clause 11.2 below, marked for the attention of Client Services Team. You will be responsible for the cost of returning the Equipment to us unless we delivered it to you by mistake or it was damaged or defective when you received it. For high value items we recommend that you use a recorded delivery service for your own protection. If you don't send the Equipment back to us within 10 days, then we may collect it from the address you have given us, at your cost (which we may deduct from any refund due to you). Please note that you will lose your right to cancel if you start using the Service within the cooling-off period.
9.3 If the Agreement is formed less than 14 days before the Start Date, you hereby agree that we shall be entitled to start work under the Agreement immediately which will be prior to the end of the cancellation period specified in the Consumer Protection (Distance Selling) Regulations 2000 (as amended) and in these circumstances you agree that you will no longer have any right of cancellation.
9.4 we will only accept a cancellation when all of you, the tenant(s) who are listed in the Tenancy Agreement of the Premises and whose details are set out in the Order Form have agreed to such cancellation.
10.1 You shall while we are providing Services under these Terms and thereafter keep secret and confidential all business, technical or commercial Confidential Information disclosed to one you by us or otherwise which belongs to the other its sub-contractors, suppliers, telecommunication providers or clients and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with these Terms or save as expressly authorised in writing to be disclosed by the other.
10.2 Nothing in this Clause 10 of this Part A shall prevent the passing of such information between us, you, any Guarantors, landlords or letting agents, suppliers or otherwise as may be required for the effective performance of our obligations under this Agreement.
Matters beyond our reasonable control
11.1 we shall not be liable for any breach of our obligations hereunder resulting from causes beyond our reasonable control including but not limited to fires, strikes (of own or other employees) insurrection, or riots, embargoes or delays in transportation, inability to obtain supplies, acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers.
11.2 Any notice required or permitted under the Terms must be in English and be sent to us for the attention of “Client Services Team” to our registered office or such other fax or email address as we may from time to time notify you for this purpose. Any notices given in relation to this Agreement must be delivered by hand, post, fax or email and will be treated as having been delivered: (a) on the day of delivery if delivered by hand, or (b) 2 days after posting if sent by post, or (c) on the day of transmission if sent by fax, or (d) on the day of transmission if sent by e-mail.
11.3 These Terms do not create a partnership, joint venture, agency or franchise relationship.
11.4 You may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the rights or obligations (including the Services) arising under these Terms without our prior written consent.
Third Party Rights
11.5 Notwithstanding any provision to the contrary, nothing in these Terms will create or confer any rights or other benefits whether in accordance with the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than you, us or the Supplier.
11.6 If and in so far as any part or provision of these Terms is or becomes void or unenforceable, it should be deemed not to be and never to have been nor formed a part of these Terms and the remaining provisions of these Terms shall continue in full force and effect.
11.7 This Agreement may not be amended, varied, supplemented or otherwise modified unless agreed by us in writing.
11.8 The failure by us to insist on the performance of any of the provisions of these Terms shall not be construed as a waiver or a relinquishment of our rights to future performance of such provisions and your obligation in respect of such future performance shall continue in full force and effect.
11.9 This Agreement supersedes any previous agreement between us and you in relation to the matters dealt with in it and you acknowledge and agree that you have not entered into this Agreement in reliance upon any representation, or statement or whether oral or written) made or alleged to have been made by us or our agents.
11.10 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of our agents or employees shall be construed to enlarge, vary or override in any way any of these conditions.
11.11 If you have a complaint or query or dispute regarding any aspect of the Services or our service including your bill, please e-mail our Client Services Team. We will deal with your complaint in accordance with our Complaints Procedure.
11.12 These Terms are governed by the laws of England and Wales and all Parties submit to the exclusive jurisdiction of the English Courts.
12.1 you will immediately, upon becoming aware of the same, report any fault in the Equipment or the Service to us by e-mail or by telephone on the address and number published on our Web Site. You acknowledge that we shall bear no obligation or liability to you if you fail to report the fault promptly. On receipt of the report, we will endeavour to take steps to rectify the fault as soon as is reasonably practicable.
12.2 you acknowledge that occasionally we and/or our Supplier may have to temporarily interrupt the Service or change the specification of the Service for operational reasons or because of an emergency. You shall have no claim against us for any such interruption or change.
12.3 When we provide you with the Services, we will use reasonable skill and care. We cannot guarantee that the Service will always be fault free or free of interruptions. To the extent this is beyond our control, you agree that we shall have no liability for such matters.
13.1 you acknowledge that we may change the Supplier of any or all of the Services. You accept that we may do so for commercial, operational or any other reasons, in our sole discretion. Subject to the provisions in Clauses 13.2 and 13.3 below, you should not experience any disruption to the ongoing supply of the Services to you.
13.2 Due to the nature in which the Services are provided, you acknowledge that during the process of changing telecommunications Supplier, we may need to disconnect your Communications Line and you permit us to do so. We will use our reasonable endeavours to reconnect your Communications Line without delay.
13.3 To the extent that we need to make any changes to this Agreement, as a consequence of our change of Supplier, we will do so by sending notice to you in accordance with Clause 11.2.
14.1 You will be liable for all charges incurred for the use of the Services, irrespective of whether the Services have been used by us, our employees, agents or representatives and any unauthorised third party.
14.2 You will be responsible for:
14.2.1 preventing unauthorised use of the Services;
14.2.2 maintaining the security of all systems, network elements and equipment within your (or your employees’, agents’ or contractors’) control; and
14.2.3 maintaining (and ensuring that each of your authorised users maintains) the integrity and secrecy of all passwords, log-in details and access codes used for the purposes of accessing or using the Services or any systems, network elements or equipment.
14.3 Without limiting clause 14.2, you will (or will procure that appropriately qualified third parties will) put in place and comply at all times with the following security measures:
14.3.1 keep strong passwords,
14.3.2 regularly update them,
14.3.3 implement a session border controller/firewall and
14.3.4 follow any other reasonable directions from Immervox. Please see our Telephone Security Checklist for more details, which is available on request or can be found at www.immervox.com.
14.4 We will only be responsible for providing the following security measures relating to the provision of the Services (and no others):
14.5 Monitor and provide alerts for high usage, on a reasonable endeavours basis.
14.6 You will notify Immervox immediately of any illegal, fraudulent or unauthorised use of the Services. On receipt of such a notice, we shall use reasonable efforts to suspend or prevent such use by the unauthorised third party pursuant to clause 14.6.
14.7 The Supplier will be entitled to suspend or terminate the provision of the Services (excluding access to the emergency services) upon receiving the notice required from the Customer under clause 14.5. The Supplier will lift its suspension or recommence its provision of the Services within a reasonable timescale after the Customer demonstrates to the Supplier’s reasonable satisfaction that appropriate technical, organisational, security or other measures have been put in place to prevent any further unauthorised use of the Services. The Customer will remain liable for the payment of the charges for the Services whilst the Service is suspended or terminated in accordance with this clause 14.6.
14.8 Where the Supplier has the right to suspend or terminate the Services under clause 14.7 and the conditions in which the Supplier is required to lift its suspension or recommence its provision of the Services under clause 14.6 have not been met within 30 days’ of the date on which the Supplier has received the relevant notice under clause 14.5, the Supplier will be entitled to terminate this agreement immediately or on such other notice as the Supplier may consider appropriate in the circumstances.
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