Voice service schedule

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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 Voice specific standard 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 wide range of products and services within their Voice 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

INBOUND SERVICES

1 SERVICE OVERVIEW AND SCOPE

Immervox’s Inbound Voice Service can (at the Customers request) provide Customers with either a Non-Geographic Number (NGN) or a Geographic Number (GN). This document contains provisions which apply to both or to one or other as appropriate. When choosing either a NGN or a GN, the Customers confirms and undertakes that it has read and understood the specific terms and limitations of each number.

Immervox works with a number of third party network and telecommunication partners to provide Customers with the optimum solution for their Inbound Voice Service requirements.

We also provide a range of features including call routing enable Customers to pro-actively and intuitively manage their call routing in real time.

The range and scope of the Service includes a broad range of numbering options, porting options and call plans. Immervox may provide Customers with a direct a web portal to assist in the management of the Services and the call plans, and to provide technical assistance and support – for example to customise and add advanced feature to their call plans.

The Service may include:

• Provision and porting of numbers

• Interactive voice response (IVR) Services

• Advanced call plan features

2 PROVISION AND PORTING OF NUMBERS

Immervox provide a range of numbering options as well as porting options. Customers can opt for a new Number Solutions using the Inbound Number Solutions Order Form or can opt to continue with their existing numbers using the Inbound Business Solutions Order Form. Additionally, if required, Immervox can provide Premium Rate Numbers.

2.1 PROVISION OF NUMBERS

Subject to availability, Immervox can normally provide the following numbering options:

• Standard local UK - prefixes 01 or 02

• Freephone – prefixes 0800 or 0808

• Premium rate numbers - prefixes including 087 or 09

We can also provide memorable numbers (subject to availability) and numbers which fall outside our standard ordering service level agreements (SLA’s). These memorable numbers are chargeable and prices are available upon request. All inbound numbers must be specified and reserved in the Customer account before submitting an Order Form.

2.2 NUMBER PORTING

Immervox offers number porting for both NGNs and GNs. Typically, this allows Customers wishing to retain their numbers to port the number(s) onto the Service through our Business Continuity Service. Customers should be aware that number porting is subject to availability and number dependent.

Please note that it is the number and not the service that ports, therefore any existing advanced call plan routing will need to be re-built using the Immervox Inbound Service once the number is confirmed as live on the Immervox supplier network.

Porting is subject to a valid porting agreement between the original (not necessarily the incumbent provider) and gaining service provider(s) and acceptance of a porting agreement. Porting charges are listed below and also apply if a porting is unsuccessful.

Single Line - £15

Multi-line - £30

Multi-line with DDI block of up to 10 - £70

Multi-line with DDI block of 11 or more - £130

When porting a number with DDIs associated with it, all DDIs will be ported and a rental charged per DDI number.

3 INTELLIGENT NETWORK SERVICE

3.1 SIMPLE TRANSLATION

The dialled number connects to a single number. This feature enables up to 10 diverts to be placed on a single inbound telephone number and is particularly useful in eliminating call queues as the telephone call can be automatically directed to the next number in the sequence until it is answered.

3.2 CALL DISTRIBUTION

The dialled number connects to multiple numbers on a percentage scale (e.g. London = 50%, Manchester = 25%, Cardiff = 25%).

3.3 TIME / DATE DIVERT

The time and date of the call dictates which geographic number is dialled (weekends, out of hours, UK bank holidays).

3.4 AREA PLAN

The dialled number is routed to connect to the nearest geographic number based on the area plan.

The area plan options are as follows:

• Country plan - made up of the 4 countries in the UK (England, Northern Ireland, Scotland & Wales).

• Regions plan - made up of 10 key regions from the UK (Northern Ireland, Scotland, North West, North East, Midlands, Northern Home Counties, Wales, Western Home Counties, Southern Home Counties and England).

• Counties and Cities plan - made up of 97 key areas from around the UK.

• National area plan - made up of 676 areas in total and individual areas now include international, VOIP and mobiles.

All of the area plans can usually have up to 10 diverts, i.e. where the original terminating number is busy or unanswered the call will be diverted to secondary destination.

4 CALL TERMINATION

Calls to NGNs are usually terminated on UK geographic numbers. If required, Immervox may be able to facilitate and accommodate the termination of NGN calls to international or mobile operator numbers. This facility is not available to GNs which Immervox can only terminate on a UK geographic number.

5 IVR PRODUCTS AND SERVICES

5.1 CALL QUEUING

The call queuing Service provides a cost effective, Customer-controllable solution (applicable product variants only) for call centres and telemarketing organisations that may experience inbound “peaks" of call traffic.

This Service includes an optional welcome message followed by an optional hours check. If in hours the caller is routed to a call module. If out of hours the caller is optionally routed to a capture data module.

This Service consists of a start module, an hours module and a call module

6 AUTO ATTENDANT

Auto attendant is an automated call answering, queuing and messaging Service that quickly improves the flow of communication across the Customer’s business, directing Customers to the department or person of their choice.

This Service includes a welcome message followed by an optional hours check and a single level menu.

This Service consists of a start module and a menu module.

7 STANDARD SERVICES

These Services are quoted with a standard price and standard SLA, the exception being where there is a bulk requirement of more than 30 numbers, where an additional set-up charge will apply.

• Simple translation

• Call distribution

• Time / day divert

• Call queuing

• Auto attendant

8 ADVANCED CALL FEATURE PLAN SERVICES

These Services require engineering resource to provision or configure and as such are subject to bespoke pricing and charging dependant on the nature of the application and the scale of engineering effort required.

9 ADDITIONAL SERVICES

Within the portfolio we have some additional Services, including:

• Voicemail

• Advanced Statistics

• Call Record

• Call Whisper

• Replay – a bulk network call recording service

There are additional costs for these Services as set out in the Pricing Schedule

10 DISASTER RECOVERY

We can pre-build designated disaster recovery call plans for your inbound number(s) with the ability to invoke/restore last active call plan quickly through the Portal, telephone key pad or by contacting our Client Support Team who will usually invoke your pre-built call plan within 1 hour (on working days).

11 MAINTENANCE OF SERVICE AND FAULT HANDLING

Immervox’s inbound voice Service is a Service which we do not monitor. A fault affecting an inbound voice Service would need to be reported to Immervox by a member of staff within the Customer.

Once a fault has been reported to us and we are confident that a fault exists, we will report the fault to the relevant network partner and manage the fault to target the expected time to repair agreed for the Service and provide regular updates approximately every 4 hours of cover (or as agreed with you).

Our Service cover is as follows:

Service Level Agreement (SLA) Web Portal Minor Fault Major Fault

Hours of cover 9.00 - 17:30 9.00 - 17:30 9.00 - 17:30

Days of cover Mon-Fri Mon-Fri Mon-Fri

24*7 call logging NO NO NO

Response Time Up to 8 Hrs Up to 4 Hrs Up to 2 Hrs

Immervox Networks Repair SLA – Target Only 5 Working Days 5 Working Days 24 Hrs

12 CLIENT SUPPORT SERVICES

Our dedicated Client Support Team is available during office hours, which are 9am – 5.30pm Monday to Friday (excluding bank holidays) for help with:

• Orders for new numbers

• Changes to routing plans

• Invoke disaster recovery plans (usually complete within 1 hour)

• Account administration

• Billing queries

Note: E-mails are not monitored outside of office hours.

13 DIRECTORY ENQUIRY REGISTRATION

Immervox inbound numbers can normally be registered with the BT Directory Enquiries service.

14 ORDERING

For security reasons Immervox may request that only pre-authorised personnel place orders. Your Client Support Executive may ask for email authorisation before placing new orders. These estimated lead times 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.

NGN Lead Times - Targets

Orders

Reservations 500 10 days

Activating reserved numbers 150 7 days

NGN transfer 21 days

Target changes 2 – 5 days

IN Plan changes 5 – 10 days

Activating International Freephone Numbers 60-90 days

Set up simple DR plan 14 days

Set up telephone activated DR plan 22 days

Set up online DR plan 14 days

Web based management and reporting tools 14 days

Support

Activation of simple DR plan <10 2 hours

Activation of telephone activated DR plan Client controlled

Activation of online DR plan Client controlled

Fault

NGN fault 2 days

Note: Bespoke IN plan lead times are quoted individually.

15 BILLING AND INVOICING

15.1 CALL CHARGES

Call Charges to your Inbound numbers also apply.

15.2 CALL DATA RECORDS

Call data records will be produced for all calls made over the inbound Service.

FIXED FEE BILLING

Fixed fees chargeable for the period will be produced on a monthly quarterly, or annual basis depending on the product variant taken, including inbound number subscriptions, variable charges (such as storage), and one-off charges (such as connection charges).

15.3 INVOICING

All chargeable events will be added to the Customer’s monthly invoice. All rentals will be charged in advance.

16 SERVICE PRE-REQUISITES AND RESPONSIBILITIES

There are a number of pre-requisites and responsibilities associated with the delivery of this Service as outlined below.

16.1 REGULATORY RESPONSIBILITIES

Immervox will be responsible for the appropriate allocation of numbers and services to Customers within the guidelines and regulations of Ofcom and it is the Customer’s responsibility to ensure compliance with appropriate codes of practice when provisioning services.

16.2 LEGAL RESPONSIBILITIES

There may be applicable laws governing (a) the circumstances in which it is permissible to record calls, (b) the purposes for which such recording may be made, (c) the length of time recorded material may be retained, (d) the need for pre-notifications to those taking part in the call, and (e) the manner in which such notification must be given. It is essential that you obtain advice on these requirements from your own lawyers, and implement all such internal rules and processes, and have in place all such labelling pre-recorded notifications, and publicity and explanatory material, as are required to ensure full compliance.

It is the responsibility of the Customer to ensure that it and users of the Service are compliant with any legal requirements. Immervox accepts no liability for compliance with these requirements or the misuse of the Service.

With regard to any announcements and/or music which may be uploaded to the platform by the Customer, it is the Customer’s responsibility to ensure that all necessary licenses and consents have been obtained and that, in all respects, it is in full compliance with all applicable laws and regulations, including copyright laws, when uploading copyright material. Please be aware that failure to do so may expose the Customer to legal claims for damages, injunctive relief, and also criminal prosecution.

16.3 CUSTOMER RESPONSIBILITIES

The Customer is responsible for:

• Supplying and configuring the deliver to number telephone equipment and ensuring its compatibility to receive the required capacity of inbound calls.

• Maintenance of telephony equipment.

• Provision of site access for engineer where required.

• Provision of mains power to line installation point where required.

• The accurate reporting of any Service faults to Immervox.

• All relevant billing information with regards to number porting.

16.4 SERVICE AVAILABILITY LIMITATIONS

The Customer acknowledges that the Immervox responsibilities above shall not apply in the event that any failure or suspension of the Services arises as a result of a failure of the Customer’s equipment, or is caused by any action or omission of the Customer, its employees, agents, subcontractors or invitees. Immervox shall not be liable for any failure to comply with Service levels where the Customer is in breach of any term set out in the Services Agreement.

In calculating Service availability (if applicable) the following circumstances are excluded:

• Service unavailable or affected as a result of Service suspension pursuant to the Services Agreement.

• Service unavailable or affected due to faults on the Customer's side of the Service.

• Service unavailable or affected due to incorrect configuration of Customer equipment.

• Service unavailable or affected due to circumstances created by the Customer.

• Service unavailable or affected due to planned maintenance.

• Service unavailable or affected due to emergency maintenance.

• Service unavailable or affected due to Force Majeure Event.

• Call completion not possible due to busy signal – fully utilised trunk line or network capacity, for example.

Planned maintenance can involve a temporary suspension of part or all of the Service in order to enable Immervox and its network suppliers to undertake remedial/maintenance or upgrade work. Planned maintenance and controlled outages will normally be notified to the Customer at least 7 days in advance. Controlled outages will not be classified as faults.

Emergency maintenance required as a result of identifying a problem through on-going monitoring and management, that could potentially cause an outage or failure of the Service, will be notified to the Customer promptly.

OUTBOUND SERVICES

1 SERVICE OVERVIEW AND SCOPE

Immervox’s Outbound Voice Service provides customers with the ability to make and receive telephone calls, using compatible equipment, via the public switched telephone network (PSTN).

The range and scope of the Service includes a broad range of access, numbering and porting options as well as call plan options to suit the Customers individual requirements. Immervox provide Customers with a direct a web portal to assist in the management of the Services and the call plans, and to provide technical assistance and support – for example to customise and add advanced feature to their call plans.

The Service can include:

• Immervox Web Portal

• Traditional voice connectivity

• Session initiation protocol (SIP) trunks

• Carrier pre-select (CPS) services

• Indirect access services

• Voice call packages (including voice minutes, volume packages)

• Number provision, including direct dial in (DDI) ranges and porting

2 CALL ORIGINATION AND TERMINATION

The Service can receive calls from any source capable of making a call to a GN and support outgoing calling. Calls that can be originated using the Service include:

• Standard local UK - prefixes 01 or 02

• Freephone – prefixes 0800 or 0808

• Premium rate numbers - prefixes including 084/087/03 or 09

• Calls to mobile phones

• International calls

• Emergency calls (e.g. 999) • Other services (e.g. 118)

3 PROVISION, PORTING AND RETENTION OF NUMBERS

Immervox provide a range of numbering options as well as porting options. Customers can opt for a new Number Solutions using the Inbound Number Solutions Order Form or can opt to continue with their existing numbers using the Inbound Business Continuity Order Form. Additionally, if required, Immervox can provide Premium Rate Numbers

Number retention: if a Customer moves within the same telephone exchange area, numbers can usually be retained. This is not guaranteed and Immervox makes no representation or guarantee that a specific number can be retained. Generally, If moving outside of this area GNs cannot be retained.

4 LINE AND ACCESS TYPES

Immervox can provide the following line and access options:

• Analogue lines

• ISDN2 lines

• ISDN30 lines

• Carrier pre-select (CPS)

• Indirect access (IDA)

All new line installations are subject to survey, and charges will apply.

4.1 ANALOGUE LINES

This includes the provision of single or multiline Services with presentation of the analogue line as either network terminating equipment (NTE) or network test and termination point (NTTP) formats. The Service is compatible for connection of PBX telephone, for the direct connection of compatible UK analogue telephone handsets and ADSL broadband equipment.

4.2 ISDN2 LINES

There are two variants of ISDN2 line Services available enabling support for Point to Point, Point to Multi-point working and Line Hunting functionality, these are:

• Digital Standard – Point to Multi-point, for connection straight to a computer or a digital telephone handset. Can support up to 8 individual digital devices, but does not support line hunting or DDIs.

• Digital System – Point to Point and Line Hunting, for connections to a PBX, and allows DDIs to be set-up and pointed to internal extensions.

4.3 ISDN30 LINES

ISDN30 can provide up to 30 channels per configuration which would enable an office telephone system to hold up to 30 simultaneous telephone calls. Multiple instances of ISDN30 can be provided per Customer. There are two variants of ISDN30 line Services available:

• ISDN30e (ETSI) – A primary rate Service for delivering 30 x 64Kbit/s “B” channels and a 64Kbit/s “D” channel for signalling, utilising Q931 signalling (to the full European standard) between the local exchange and the Customer premises equipment (CPE).

• ISDN30 DASS (no longer available for new provisons) – A primary rate service for delivering up to 30 x 64Kbit/s traffic channels over a 2Mbit/s G.703 interface to the Customer’s ISPBX or other equipment. This provides digital circuit switched access to the digital network.

4.4 CARRIER PRE-SELECT

Immervox’s outbound carrier pre-select (CPS) feature is available on existing BT lines and once activated Immervox will automatically re-route calls across one of our partner networks. The Service is seamless to the calling party. Call over-ride and call barring options are available.

4.5 INDIRECT ACCESS & LEAST COST ROUTING

Immervox’s indirect access (IDA) feature provides a short code prefix to be dialled for outbound calls. This Service can be configured on Customer CPE as an automated Service, called least-cost routing (LCR). This configuration on Customer CPE is not included in the standard Service.

5 ISDN BUSINESS CONTINUITY SERVICES

Immervox outbound voice can provide for a number of business continuity Services, subject to availability, as an extended feature to the standard ISDN30 Service. These options are only available with our ISDN30 Services, and are not guaranteed availability, but subject to survey.

5.1 ALTERNATIVE ROUTING

Immervox routing gives customers connection to their normal serving exchange over two different routes (involving different cables and/or ducts and/or building entry points, if available). It is subject to a further ISDN30 Service charge and a minimum usage requirement, plus additional charges will apply to cover new installation charges for the alternative route and any additional construction charges incurred.

5.2 DIVERSE ROUTING

Diverse routing gives customers connection to a second exchange in addition to that used for their normal ISDN30 Service. This provides two different routes involving different cables and serving exchanges and different ducts (where possible) and building entry points (if available). It is subject to a further ISDN30 Service charge and a minimum usage requirement, plus additional charges will apply to cover new installation charges for the alternative route and any additional construction charges incurred.

5.3 SITE ASSURANCE

Site assurance enables customers to have their calls rerouted to an alternative site if their normal site becomes unusable for any reason. This can be achieved by:

• Call diversion – with all calls being re-routed to a pre-arranged single number and all channels in the ISDN30 number group being invoked together.

• Standby site – which establishes a full ISDN30 at a standby site. Standard connection and rental charges apply as well as a minimum channel requirement.

5.4 DDI DUAL PARENTING

This enables ISDN30 DDIs to continue operating in the event of a Customer’s local exchange failure, by connecting the Customer to 2 separate local exchanges. The DDI dual parenting Service is only available for a minimum 1000 DDI numbers block.

6 INCOMPATIBLE SERVICES

The following services are not compatible with Immervox’s outbound voice Service. These services must be removed before the transfer of the line to Immervox can take place. Such services are also not available for provision on new lines provided through Immervox.

• REDABC

• Redcare ISDN

• BT ISDN Connect Service

• Individual CPS configuration for each CLI on MSN

• Public and managed payphones

• Inbound only lines

• Access line

• Non BT line

• Featurenet

• Low-loss exchange lines

• Ships in dock

• Social telephony e.g. light user scheme

Customers who rent equipment or have maintenance contracts with BT will need to have these services set up on separate equipment-only accounts by BT prior to the transfer of the lines to Immervox.

7 DIRECTORY ENQUIRY REGISTRATION

Immervox’s outbound Service includes number registration with an ordinary type business directory. Other types of directory entry can be arranged for an additional charge, including special entries.

8 ORDERING

Lead times will always be subject to survey but these are the indicative timescales for provisioning. The following lead times 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.

• Analogue line installs and transfers will normally be connected within 15 working days.

• ISDN30 line installs will normally be connected within 31 working days.

• ISDN2 line installs will normally be connected within 21 working days.

• ISDN30 and ISDN2 line transfers will normally be connected within 21 working days.

• Carrier Pre Select (CPS) and Least Cost Routing (LCR) will normally be processed within 21 working days.

• Indirect Access (IDA) will normally be processed within 5 working days.

9 MAINTENANCE OF SERVICE AND FAULT HANDLING - LINES

Immervox’s outbound Service is a Service where we do not monitor or manage the line or Customer

premises equipment (CPE). A fault affecting an end user line would need to be reported to Immervox using email, telephone or via the Immervox Portal, by a member of staff within the Customer.

Once a network fault has been reported to us and we are confident that a fault exists, we will report the fault to the relevant network partner and manage the fault to target the expected time to repair agreed for the Service and provide regular updates approximately every 4 hours of cover (or as agreed with you).

Our Service cover is as follows:

• Level 1 – 09:00 to 17:30 Monday to Friday*, aim to resolve faults by End of Next Working Day +1 Working Day, (Response Monday – Friday)

• Level 2 – 09:00 to 17:30 Monday to Saturday*, (aim to resolve faults by End of Next Working Day, Response Monday – Saturday)

• Level 2.5 – 09:00 to 17:30 Monday to Saturday, (aim to resolve faults by End of Next Working Day, Response Monday – Saturday) – faults prioritised above Level 2.

• Level 3 – 07.30 to 20.30 including Public and Bank Holidays, (Report AM, aim to resolve faults PM. Report PM, aim to resolve faults next AM. Monday-Sunday

• Level 4 – 24 hour, 365 days of the year (aim to resolve faults within 7 hours)

* Excluding bank and public holidays

9.1 MAINTENANCE OF SERVICE AND FAULT HANDLING – INDIRECT, DIRECT ACCESS AND CPS

Service Level Agreement (SLA) Minor Fault Major Fault

Hours of cover 9.00 - 17:30 9.00 - 17:30

Days of cover Mon-Fri Mon-Fri

24*7 call logging NO NO

Response Time Up to 4 Hrs Up to 2 Hrs

Immervox Networks Repair SLA – Target Only 5 Working Days 24 Hrs

9.2 ORDERING

Line Lead Times - Targets

Orders

Analogue Lines 15 working days

ISDN 2 25 working days

ISDN 30 25 working days

Indirect Access, Direct and CPS Lead Times - Targets

Orders

Indirect Access 5 working days

Direct Access 30 working days

CPS 15 working days

10 CLIENT SUPPORT SERVICES

Our dedicated Client Support Team is available during office hours i.e. 9am – 5.30pm Monday to Friday (excluding bank holidays) for help with Service-related queries and to help manage faults. Outside of these hours we have a 24/7 contact service for services which include support contracts outside of our standard office hours, but e-mails are not monitored during this period.

11 BILLING, INVOICING AND CALL LOGGING

11.1 INVOICING

Charges will be billed to the Customer’s monthly invoice. All monthly rentals will be charged monthly in advance (quarterly and annual advance charges may be available on request). Usage charges will be billed in arrears.

11.2 FIXED FEE BILLING

Fixed fees chargeable for the period will be produced on a monthly basis in advance (quarterly and annual advance charges may be available on request) and detailed in the invoice, including outbound number subscriptions (rentals), and one-off charges (such as connection charges).

11.3 CALL DATA RECORDS

Call data records will be produced for calls made over the outbound Service. The files will be posted on the Immervox Portal in line with the service levels associated with Immervox voice Services. A full billing specification is available upon request.

11.4 CALL LOGGING

Call logging software, installation and training can be provided.

12 SERVICE PRE-REQUISITES AND RESPONSIBILITIES

There are a number of pre-requisites and responsibilities associated with the delivery of this Service as outlined below.

12.1 CUSTOMER RESPONSIBILITIES

The Customer is responsible for:

• Supply, installation and configuration of compatible telephony equipment

• Maintenance of telephony equipment (unless this is provided under an Immervox support contract)

• Provision of site access for engineer where required

• Provision of mains power to line installation point where required

• The accurate reporting of any Service faults to Immervox

12.2 SERVICE AVAILABILITY LIMITATIONS

The Customer acknowledges that the Immervox responsibilities above will not apply in the event that any failure or suspension of the Services arises as a result of a failure of Customer equipment, or is caused by any action or omission of the Customer, its employees, agents, sub-contractors or invitees. Immervox will not be liable for any failure to comply with the service levels defined where the Customer is in breach of the Services Agreement.

In calculating Service availability (if applicable) the following circumstances are excluded:

• Service unavailable or affected as a result of Service suspension pursuant to the Services Agreement.

• Service unavailable or affected due to faults on the Customer's side of the Service.

• Service unavailable or affected due to incorrect configuration of Customer equipment.

• Service unavailable or affected due to circumstances created by the Customer.

• Service unavailable or affected due to planned maintenance.

• Service unavailable or affected due to emergency maintenance.

• Service unavailable or affected due to a Force Majeure Event.

• Call completion not possible due to busy signal – fully utilised trunk line or network capacity for example.

Planned maintenance can involve a temporary suspension of part or all of the Service in order to enable Immervox and its network partners to undertake vital remedial/maintenance or upgrade work. Planned maintenance and controlled outages will usually be notified to the Customer at least 14 days in advance. Controlled outages will not be classified as faults.

Emergency maintenance required as a result of identifying a problem through on-going monitoring and management, that could potentially cause an outage or failure of the Service, will be notified to the Customer promptly.

VOICE SERVICES 

1 DEFINITIONS AND INTERPRETATION

Defined and capitalised terms used in these terms and conditions shall unless specifically defined below have the same meaning as in the Standard Conditions.

In the event of a conflict, the following order of precedence (in descending order of precedence) shall apply in the Services Agreement: the Acceptance, Pricing Schedule, Order Form, these terms and conditions and the Standard Conditions.

References to “clauses” are to clauses of these terms and conditions (and not the MSA Terms), unless otherwise stated.

Subject to the paragraph above the following word or phrases shall have the meanings ascribed to them below:

“Acceptance” means the email sent by Immervox to the Customer upon receipt by Immervox of an Order Form whereby Immervox (at its sole discretion) may accept an Order and set out the specific terms, including the products and Services to be provided by Immervox and the pricing.

“Account Credit” means a subsidy fund provided by Immervox as specified in the Services Agreement which may be allocated to line rental charges only. If a month number is specified, the Account Credit will not become available until the start of that month of the Minimum Term;

“BT” means British Telecommunications plc and members of its Group;

“Call Charges” means the charges payable by the Customer in respect of calls received by an NGN, as specified in the Pricing Schedule, and confirmed by Immervox in the Acceptance;

“Connection” means the connection by Immervox of the Service(s) to the Customer’s telecommunications lines or equipment;

“Contract Buy-out” means the fee paid or payable (if any) by the Customer to a Previous Service Provider, solely in respect of termination of the relevant contract between them, and excluding accrued call charges, line rental charges and other charges or liabilities in respect of the period prior to the termination of that contract;

“Credit” means any Account Credit, Contract Buy-out, Hardware Account, free of charge equipment, or any subsidy, variation or reduction to Immervox’s Fee, in each case which is applied to or provided with the Services;

“Hardware Account” means a subsidy fund which may be provided by Immervox for the purchase of equipment by the Customer during a Minimum Term, as specified in the Services Agreement. If a month number is specified, the Hardware Account will not become available until the start of that month of the Minimum Term;

“Immervox/Us or We” means Immervox Limited;

“Immervox Web Portal” means Immervox’s website which may provide information related to the Customer’s use of the Services, the use of which is subject to separate terms and conditions as amended by Immervox from time to time;

“Minimum Monthly Call Spend” means the Customer’s minimum monthly call spend (excluding line rental charges, connection charges and VAT) for the relevant telephone numbers as set out in the Pricing Schedule;

"Minimum Term” means the minimum period specified in the Order Form and confirmed on the Acceptance for the Service, but in any event not less than twelve (12) months, from either: (i) the date of Connection; (ii) the date of transfer to Immervox of the Service; (iii) the date of expiry of the previous minimum term for the Service under an agreement with Immervox; or (iv) the Agreement Date, whichever is the later;“Monthly Minimum Minutes” means the minimum monthly number of minutes of calls (as specified in the Pricing Schedule) to be received by the NGNs during the Minimum Term;

“MSA” means the master services agreement referenced on the Order Form, or otherwise the applicable master services agreement, entered into between the Customer and Immervox;

“NGN” means a telephone number for which the digit structure has no geographic significance for routing calls;

“Order Form” means an order form or other written order document (including any continuation sheets) issued by Immervox (including by electronic mail) for signature or agreement by the Customer containing information regarding the Services and “Order” shall be construed accordingly;

“Premium Rate Regulator” means Phonepayplus or any successor body which regulates the use of NGNs;

“Previous Service Provider” means a third party that provides the Customer with telecommunications services prior to connection with Immervox for any telephone number specified in the Services Agreement;

“Pricing Schedule” means the pricing schedule issued by Immervox and referenced in the Services Agreement;

“Revenue Share Agreement” means an agreement between the parties, as specified in the Pricing Schedule or otherwise, to share revenue received by Immervox in respect of calls to an NGN;

“Revenue Share Threshold” means (unless otherwise stated on the Pricing Schedule or agreed in writing by Immervox) ten thousand (10,000) minutes of calls, which must be received in any calendar month by the NGNs generating revenue share in order for revenue share payments to be made by Immervox to the Customer under a Revenue Share Agreement;

“Service” means (a) in respect of Inbound Services: the provision to the Customer of an NGN to allow the routing of calls or any other service provided by Immervox by under the Services Agreement, as further described in the Service Description and (b) in respect of Outbound Services: the provision of a voice telecommunications service via a telephone number which enables the Customer to make calls to local, national, international, mobile or non-geographic telephone numbers by means of Indirect Access or SIP, a line rental service for a telephone number, an ‘Advance Classic’ or ‘Advance Classic L-E’ call logger or any other service provided by Immervox by means of the Carrier’s network, as further described in the Service Description;

“Service Schedule” means the document of which these specific terms and conditions form part that sets out a description of the Services provided by Immervox.;

“Standard Conditions” means the Immervox’s standard terms of conditions forming part of the MSA a copy of which is set out on Immervox’s web site;

“Supplier” means the supplier from whom Immervox obtains facilities to provide the Services from time to time pursuant to a licence, contract or otherwise; and

“Total Connections” means the minimum aggregate number of lines and channels to be connected with Immervox as specified in the Acceptance.

“Total Minutes” means the aggregate number of minutes received by the NGNs, either between specified hours or at any time

2 THE EXTENT OF THE AGREEMENT

2.1 The Services Agreement incorporates these specific terms and conditions (to the extent relevant to the Services to be provided to the Customer) the MSA and the Standard Conditions and also includes the Acceptance, the Pricing Schedule, the Order Form and applicable parts of the Service Schedule,.

2.2 The Services Agreement shall commence on the Agreement Date and shall continue until terminated in accordance with this clause 2, clause 12 or the MSA Terms.

2.3 Either party may disconnect a Service, or terminate the Services Agreement, by giving to the other party not less than three (3) months’ prior notice to expire on or at any time after expiry of the Minimum Term.

2.4 The Customer authorises Immervox to transfer to Immervox any NGN, and any services forming part of the Services, from any Previous Service Provider.

3 USE OF SERVICES

3.1 The Customer agrees:

3.1.1 to use each Service until expiry of the Minimum Term;

3.1.2 In respect of any Outbound Services:

3.1.2.1 to meet or exceed the Total Connections;

3.1.2.2 to achieve the Minimum Monthly Call Spend in each month of the Minimum Term. For the avoidance of doubt any expenditure after expiry of the Minimum Term shall not contribute to the Minimum Monthly Call Spend;

3.1.3 to ensure that the NGNs to which the Pricing Schedule applies receive at least the Monthly Minimum Minutes in each month of the Minimum Term. The Customer acknowledges that the charges for the Services have been set by Immervox on the basis that the Customer achieves the Monthly Minimum Minutes and that the Customer’s obligation under this clause shall not be affected by any delay or failure in the transfer to Immervox of any telephone number whether caused by the Customer, the Previous Service Provider, any third party or any Force Majeure Event;

3.1.4 to use the Services in accordance with all Laws, any direction of OFCOM or other competent authority and the Supplier’s licence;

3.1.5 to use the Services in accordance with the Services Agreement, and such other conditions and instructions as may be imposed from time to time by Law or the Supplier;

3.1.6 not to cause any attachments other than those approved by Law to be connected to the Services;

3.1.7 not to use the Services other than as a genuine conveyance of communications for its proper benefit;

3.1.8 not to use the Services for knowing receipt or transmission of any material or message which is intended to be a hoax call to emergency services, causes a nuisance, or is of a defamatory, offensive, abusive, indecent, obscene or menacing character;

3.1.9 not to use the Services in a manner which infringes the rights of any third party, which is a breach of any statutory obligation or duty in contract, tort or otherwise, or which might cause any person, the property of any person, the telecommunications network, the quality of the Services, or any aspect of them, to be impaired or damaged;

3.1.10 not to make or attempt to make fraudulent, improper, misleading or immoral use of the Services, nor to use or attempt to use the Services in breach of any Law or with the intent to avoid the payment, in whole or in part, of any charges;

3.1.11 to maintain its telecommunications apparatus at all times in good working order and in compliance with the relevant standards or approvals for the time being designated by Law;

3.1.12 to notify Immervox immediately of any fault with the Services, or of any use of the Services in breach of the Services Agreement, on becoming aware of it;

3.1.13 to implement security measures to prevent unauthorised access to the Services and the Customer’s equipment and premises;

3.1.14 that it has no rights in any intellectual property rights in the Services, or arising in the Services as a result of their use, and to assign (and hereby does assign) any such rights to Immervox; and

3.1.15 not to resell the Services.

3.2 The Customer acknowledges that an NGN supplied by Immervox does not belong to, and shall not become the property of, the Customer and shall remain the property of Immervox or the Supplier. The Customer shall not attempt to apply for registration of an NGN supplied by Immervox as a trade or service mark whether on its own or in conjunction with any other word or trading style.

3.3 Immervox shall be entitled at any time to withdraw or change an NGN connected under the Services Agreement on giving the Customer reasonable prior notice if required to do so by the Supplier.

3.4 Immervox reserves the right to withdraw, or make additional rental charges for, an NGN connected under the Services Agreement on thirty (30) days’ notice if the NGN is not used within two (2) months of Connection.

3.5 The Customer is responsible for ensuring that all NGNs are correctly listed in the Order Form and are as required by the Customer.

3.6 The Customer shall give Immervox at least seven (7) days’ prior notice before using any international freephone number that is not used immediately from Connection.

3.7 The Customer permits Immervox to use information about the use of the Services by the Customer (including origin, destination, duration, route and time of calls) to perform its obligations under the Services Agreement, maintain or upgrade the Services and produce anonymised statistics to assist Immervox or Immervox’s suppliers in their network and business planning. Immervox may also share such information with its suppliers for fraud prevention purposes.

3.8 The Customer’s obligations under this Clause 3 shall not be affected by any delay or failure in the transfer to Immervox of any telephone number whether caused by the Customer, the Previous Service Provider, any third party or any Force Majeure Event.

3.9 Any subsequent variation in the number of telephone numbers connected under a Pricing Schedule shall not affect the Minimum Monthly Call Spend unless expressly agreed in writing by the parties and shall not include the Customer’s principal telephone number.

4 ACCESS TO PREMISES, INFORMATION AND ASSISTANCE

4.1 The Customer shall permit or procure permission for Immervox to have reasonable and safe access to the Customer’s premises and the Services connection points. Such access may (on reasonable notice except in the case of emergency) be outside the Customer’s normal working hours.

4.2 The Customer shall free of charge:

4.2.1 provide Immervox with all information (including related to security access and communications apparatus) and assistance reasonably required by Immervox to perform its obligations under the Services Agreement; and

4.2.2 prepare the site and its equipment in accordance with Immervox’s instructions.

4.3 The Customer permits Immervox to use information about the use of the Services by the Customer (including origin, destination, duration, route and time of calls) to perform its obligations under the Services Agreement, maintain or upgrade the Services and produce statistics to assist Immervox or Immervox’s suppliers in their network and business planning. Immervox may also share such information with its suppliers for fraud prevention purposes.

4.4 Immervox reserves the right to cancel an order and to invoice the Customer for all costs levied on Immervox related to the order where:

4.4.1 BT or the Carrier rejects the order after the site survey has been completed; or

4.4.2 any excess construction charges arise following a site survey by BT or the Carrier and the Customer rejects these charges.

5 LINE RENTAL

5.1 The Customer agrees to the Previous Service Provider disclosing to Immervox any information relating to the transfer or removal of equipment and select services that exist on any line at the time of connection or transfer to Immervox.

5.2 The Customer agrees to Immervox charging the Customer a Fee for any select services and equipment transferred to Immervox from the Previous Service Provider.

5.3 The Customer shall ensure that the telephone numbers specified in the Services Agreement may be transferred to Immervox from the Previous Service Provider and authorises their transfer to Immervox. If Immervox is unable to provide all or any part of the Services as a result of the Customer’s failure to terminate its contract with the Previous Service Provider then, without prejudice to its other rights and remedies, Immervox may reduce any related Credit and adjust the Pricing Schedule at its reasonable discretion.

6 INDIRECT ACCESS

6.1 The Customer shall permit Immervox to attend the Customer‘s site to program least cost routing in the Customer’s telephone system to allow access to the Carrier’s telephone network.

6.2 The Customer shall be responsible for ensuring that its equipment maintenance is not jeopardised in any way as a result of requesting and receiving the Services.

6.3 If the Customer supplies Immervox with incorrect information that results in the rejection of the Customer’s order for the Services (in whole or in part) by the Carrier, then the Customer shall reimburse to Immervox any rejected transaction charge imposed on Immervox by the Carrier.

7 REVENUE SHARE

7.1 Following any Revenue Share Agreement, and subject to the remainder of this clause 4, Immervox shall make revenue share payments by BACS transfer within ninety (90) business days of the end of every calendar month, in respect of calls made in the preceding calendar month.

7.2 From the beginning of the first calendar month following the Revenue Share Agreement, if the Revenue Share Threshold is achieved by the NGNs then Immervox will calculate the revenue share payment by multiplying the Total Minutes for that calendar month by the relevant pence-per minute revenue share payment as agreed between the parties and set out in the Acceptance.

7.3 If any Supplier fails to make payment to Immervox in relation to minutes of calls that are routed over its network then Immervox will make no payment to the Customer in relation to those minutes.

7.4 Immervox reserves the right to exercise any or all of the following rights:

7.4.1 to reduce the pence-per-minute revenue share rate under the Revenue Share Agreement if any Supplier changes the payment rate, or fails to make full payment, to Immervox;

7.4.2 to reduce the pence-per-minute revenue share rate (including stopping payment) under a Revenue Share Agreement due to a change of regulatory (including Ofcom) or Supplier policy and for this to be backdated to the date of such change. If the backdating means that Immervox has overpaid the Customer then Immervox may either set off the overpayment against its next payment or invoice the Customer for the overpayment; and

7.5 to cease payment to the Customer under a Revenue Share Agreement on thirty (30) days’ notice, or immediately on notice if there is a material deterioration in the Customer’s financial standing.

7.6 Payments by Immervox under a Revenue Share Agreement are subject to the Customer complying with Immervox’s self-billing procedure from time to time. Any dispute in relation to a Revenue Share Agreement must be notified to Immervox within three (3) months of the due date for payment.

8 CHARGES, PAYMENTS AND LIABILITY

8.1 Charges for the Services shall be payable in accordance with the terms set out in the Acceptance as varied from time to time in accordance with this clause 8.

8.2 The connection charge for the Services may be invoiced by Immervox on the Agreement Date and shall not be refundable to the Customer if the Services Agreement is terminated for any reason.

In respect of the Inbound Services in the Outbound Services, the Fees for the Services shall be invoiced monthly in advance. The Outbound Services shall be billed monthly in arrears. The first monthly charge shall be invoiced pro-rata for the period commencing on the Agreement Date up until the last day of that calendar month and the last day of the following calendar month.

8.3 The Call Charges, and any other charges not specified in this clause 5, for the Services shall be invoiced in arrears.

8.4 Immervox may from time to time vary charges for Services not stated on the Pricing Schedule without notice and otherwise by giving the Customer notice.

8.5 Immervox may request a deposit as security in respect of unpaid charges for the Services which shall be paid to Immervox by the Customer within seven (7) days of Immervox’s written request.

8.6 Immervox reserves the right to set off the deposit against any amount due and owing by the Customer to Immervox under any Group Agreement.

8.7 Immervox shall not be liable for any cost arising from fraudulent use of the Services and the Customer shall be liable for any costs relating to any use of the Services (including telephone calls) either from or within the Customer’s premises, or via external means.

8.8 If the parties agree to exclude an NGN from the Services Agreement prior to Connection, the Customer shall reimburse to Immervox any circuit cancellation charges levied on Immervox by the Supplier in respect of that NGN and the Customer shall pay to Immervox an administration fee.

8.9 Immervox shall have no Liability to the Customer for any charges incurred by the Customer for the use of other services (whether provided by Immervox or any other person), and the Customer shall remain liable for any applicable line rental charges, during any period of suspension of the Services under the Services Agreement.

8.10 Notwithstanding termination of the Services Agreement, the Customer will be liable for any Call Charges, line rental and other charges incurred in the event of the Customer’s continued use of the Services after the date of termination.

8.11 If the Customer notifies Immervox of a claim in respect of a failure by Immervox to provide a Service in accordance with the Services Agreement, and the Customer then agrees a new Minimum Term with Immervox in respect of that Service, that agreement shall be in full and final settlement of the Customer’s claim and the Customer shall be deemed irrevocably to have waived its rights in relation to that claim.

8.12 Where an Inbound call is 'answered' by the Inbound call queue/announcement/IVR a call record will be produced with Inbound Call Queue' as the destination and charged at the standard fixed rate according to the Inbound number type. This will be generated in addition to any further applicable call records if the call is subsequently answered by a destination number.

9 CREDITS

9.1 Immervox reserves the right to withhold or withdraw Credits and charge the Customer the applicable Fee if Immervox continues to provide the Services, at its absolute discretion, following any Insolvency Event.

9.2 Credits specified in the Services Agreement to be per NGN or line shall not apply to an Additional Order unless expressly agreed in writing.

10 OUTBOUND SERVICES LIMITATIONS

10.1 Due to the nature of the Services Immervox cannot guarantee that the Customer’s call traffic will always be conveyed via the Services, nor that the Customer will not be charged by another carrier for the conveyance of any call. Immervox will not be responsible for that carrier’s charges.

10.2 The Customer acknowledges that the Services are made available via the Carrier. The Customer agrees to Indemnify Immervox against all costs and expenses which are imposed on Immervox by the Carrier that are related to any act or omission of the Customer.

10.3 Neither Immervox nor its supplier can accept Liability for any loss of performance of, corruption of, or damage to software or hardware arising directly or indirectly as a result of loading the call logger software onto the Customer’s computer. The Customer shall be responsible for ensuring that the call logger Service is compatible with its telephone system.

10.4 The Indirect Access Service will not be available in the Republic of Ireland if the line is directly connected to an Irish telephone operator other than Eircom and will require an existing exchange line with Eircom with a ‘System X’ or ‘System Y’ exchange.

10.5 If the Customer notifies Immervox of a claim in respect of a failure by Immervox to provide a Service in accordance with the Services Agreement, and the Customer then agrees a new Minimum Term with Immervox in respect of that Service, that agreement shall be in full and final settlement of the Customer’s claim and the Customer shall be deemed irrevocably to have waived its rights in relation to that claim.

11 SUSPENSION OF SERVICES

Immervox may suspend any or all of the Services, or performance of any or all of its obligations under the Services Agreement, in the following circumstances without Liability:

11.1 during any technical failure, modification, upgrade, repair, testing or maintenance of the telecommunications network or other equipment by which the Services are provided, in the case of emergency or for Supplier operational reasons; or

11.2 if the operation of the telecommunications network is suspended or if the provision of the Services to Immervox is suspended for any reason (including during any network ‘freeze’ period).

12 SUSPENSION AND TERMINATION

Without prejudice to any of Immervox’s other rights and remedies, Immervox may on notice to the Customer disconnect any or all of the Services or suspend performance of any or all of its obligations under, or terminate, the Services Agreement in the following circumstances without Liability:

12.1 if any licence or permission to operate or use the telecommunications network or any part of it is revoked or terminated for any reason;

12.2 if the operation of the telecommunications network is terminated or if the provision of the Services to Immervox is discontinued for any reason;

12.3 if the Customer does or allows to be done anything which in Immervox’s reasonable opinion will or might jeopardise the operation of the Services or the telecommunications network; or

12.4 if Immervox reasonably suspects the Services are being used in a manner prejudicial to the interests of the Customer or Immervox.

12.5 in relation to a line if no chargeable call traffic is carried by it for a period of sixty (60) consecutive days.

13 MONTHLY MINIMUM MINUTES

13.1 If at any point during, or on expiry of, a Minimum Term the Monthly Minimum Minutes have not been achieved in any month of the Minimum Term, Immervox reserves the right to charge the Customer the sum specified in the table below (plus VAT) multiplied by the shortfall i.e. the Monthly Minimum Minutes less the actual aggregate number of minutes of calls received by the relevant NGNs during that month.

Shortfall (as % of Monthly Minimum Minutes) Pence-per-minute charge

10% or less 0 pence

More than 10%, less than or equal to 25% 0.25 pence

More than 25%, less than or equal to 50% 0.50 pence

More than 50%, less than or equal to 75% 0.75 pence

More than 75% 1.0 pence

13.2 The parties agree that the charges specified in clause 9.1 represent a reasonable pre-estimate of Immervox’s loss in respect of the Customer failing to meet the Monthly Minimum Minutes.

13.3 Any subsequent variation in the number of NGNs under a Pricing Schedule shall not affect the Monthly Minimum Minutes unless expressly agreed by the parties in writing and shall not include the Customer’s principal NGN.

14 CONSEQUENCES OF EARLY TERMINATION

14.1 If a Service is disconnected, or the Services Agreement is terminated, prior to expiry of the Minimum Term the Customer shall pay to Immervox a termination charge equal to:

14.2 the rental charges that would otherwise have been due for the remainder of the Minimum Term;

14.3 the Minimum Monthly Call Spend for each remaining month of the Minimum Term;

14.4 any sum due in accordance with clause 8.1;

14.5 any termination charge imposed on Immervox by a Carrier.

14.6 the Monthly Minimum Minutes, multiplied by 1.0 pence, for each remaining month of the Minimum Term; and

14.7 any termination charge imposed on Immervox by the Supplier.

14.8 If at any point during, or on expiry of, a Minimum Term the actual call spend (excluding line rental charges and VAT) in any month of the Minimum Term for the relevant telephone numbers has fallen below the Minimum Monthly Call Spend, Immervox may exercise any or all of the following rights:

14.8.1 to charge the Customer the difference between them;

14.8.2 to adjust the Pricing Schedule; and

14.8.3 to require the Customer to reimburse a pro-rata portion of any related Credit.

14.9 Without prejudice to any of Immervox’s rights and remedies, if the Customer ceases to route its calls over the Carrier without providing notice of disconnection or termination under clause 2.3, the Customer shall remain liable for the cost of any calls made via its equipment or premises (including made fraudulently by third parties).

15 UNAUTHORISED USAGE

The Customer shall be solely responsible for preventing unauthorised use of the Services and for all costs or charges relating to the use of the Services (whether malicious, fraudulent or otherwise) by the Customer or a third party, whether from or within the Customer's premises, via any internet protocol address used by the Customer or via external means.

16 PREMIUM RATE REGULATOR - IMPORTANT

16.1 The Customer shall comply with any applicable code of practice or direction issued by the Premium Rate Regulator and shall promptly provide to Immervox any information or documentation required to allow Immervox to comply with the same.

16.2 When directed to do so by the Premium Rate Regulator Immervox may, without Liability or notice to the Customer, exercise any or all of the following rights:

16.2.1 to suspend or terminate access to the Service or any part of it;

16.2.2 to withhold or pay over to the Premium Rate Regulator any payment due to the Customer under any Revenue Share Agreement;

16.2.3 to pass to the Premium Rate Regulator any information related to the Customer or use of the Services irrespective of any duty of confidentiality to the Customer; and

16.2.4 to take any other action.

16.3 The Premium Rate Regulator shall have the right to enforce this clause 11 under the Contracts (Rights of Third Parties) Act 1999.

17 IMMERVOX WEB PORTAL

The Immervox Web Portal and its contents are confidential information of, and copyright ©, Immervox Limited. Any notice given under the Services Agreement may be served on Immervox as permitted by the Immervox Web Portal and shall be deemed to have been received at the time of transmission.

18 COMPLAINTS

Immervox’s customer Complaints Code of Practice is available on Immervox’s website at http://immervox.com or in hard copy on written request. 

19 DEFAULT FIXED LINE PRICE LIST

Immervox's default fixed line price list is available here: https://immervox.com/fixed-line-price-list

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