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

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

1 SERVICE OVERVIEW AND SCOPE

Immervox’s VoIP (Voice over Internet Protocol) Service can provide Customers with a range of IP telephony solutions tailored to the Customer’s specific requirements.

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

The Service may include:

• “Simple” VoIP

• Immervox’s unique variable of Hosted VoIP (ViP)

• Session Initiation Protocol (SIP)

2 MINIMUM TERM

A minimum term of 36 months applies to all VoIP Service products, unless stated otherwise on the Order Form and confirmed on the Acceptance.

3 SIMPLE VoIP

3.1 A per subscription solution to make, receive and manage calls over the internet. With bundled in minutes to UK landlines & Mobiles and free On-Net calls.

3.2 All the Features, without the fuss. Simple Voip provides the subscription required to access VOiP using your existing internet connectivity, via IP handset, mobile or desktop application. This includes an online portal where each subscription can manage their own calls to arrange diverts out of hours, apply Twinning so the mobile rings as well as IP Handset and many more features to ensure you never miss a call.

3.3 This solution uses Gamma’s Horizon product, our supplier of choice because it uses Broadsoft software the world’s leading call controller platform with Polycom and Cisco hardware. With contracts starting from 1- 36 month and from 1-1000+ subscriptions this really is a flexible solution which can be deployed quickly anywhere including internationally. Even international on-net calls are free, you can set one up for your office in India, Spain etc and one in your UK office for free calls to each other.

3.4 A great addition to your existing communications setup where you cannot yet upgrade, but need features like an online portal for admin to control your calls, Auto attendant, call queuing, and hunt groups. When you need to provide a Voice solution quickly or temporarily where a high speed internet connection is already in place. For instance, Home workers can use their home connection to make business calls. Remote workers stay in touch using the Mobile application and appear as though they are in the office with a geographic looking DDI number

4 VIP

4.1 An alternative to a traditional telephone system and unique to Immervox, Hosted ViP is a complete package, created to keep things simple for you to order, deploy, operate and adapt to meet your business demands.

4.2 This solution is used by many businesses for their Voice. By franchises with a pre-designed structure for fast deployment of new contracts. For remote workers who need to manage their calls to the office, home and mobile. For Temporary sites and even international sites with UK offices.

4.3 We bundle in all the hardware, software, Internet connection, survey and installation elements needed to operate a reliable and flexible Hosted/VOIP solution. We even offer a flavour for those businesses with capable in-house IT staff, keeping the costs down further.

4.4 Part of this solution includes Gamma’s Horizon product, our supplier of choice because it uses Broadsoft software the world’s leading call controller platform with Polycom and Cisco hardware.

4.5 With the number of ISDN channels being connected each year reducing, most businesses are now at least considering an alternative to their traditional lines and Telephone system. That’s because in addition to some cost savings made by not installing and maintaining hardware onsite, ViP offers a range of clever features and an emphasis on control and administration through the web. Administrators can quickly configure the system according to your businesses changing requirements, whilst your employees can manage calls easily and effectively through additional services, such as desktop & mobile client software, wallboard and receptionist console.

4.6 With no upfront costs and minimal monthly rental per user, ViP is the best value Hosted solution available.

Download WHC 2.0 Conditions Issue 1.0

5 SIP

5.1 SIP is the signalling method used to provide access across either private or public Data Networks. Instead of using the normal 64kbps for a traditional line call, data is packetized 40-100kbps and translated at the network to PSTN, allowing for calls to be prioritised guaranteeing call quality whilst maintaining the best use of your bandwidth. Choose new or retain existing numbers & DDI’s, from 1 – 1000+ SIP Trunks, with 1 or individual geographic numbers. Each SIP Trunk Includes Free UK landline mins per subscription per month.

5.2 SIP, as well as being an alternative to ISDN, is perfectly formed to work in collaboration with ISDN to either be the primary or secondary service. By Integrating SIP into your existing infrastructure you have increased resilience with the ability to increase capacity at the drop of a hat. This is particularly important for seasonal organisations where you do not want to commit to a long term service when it is only required a few months of the year such as sporting events, ticket sales, call centres.

5.3 Another key difference is that an ISDN phone line is constructed of copper wires, a SIP trunk can be placed on any type of internet connection – be it fibre based or copper based. This adds an extra layer of reliability and flexibility.

5.4 Put simply SIP is a virtual phone line that uses a specific digital standard to create, modify and terminate voice calls, that can deliver both voice and video.

5.5 Our Technical consultants have the expertise to advise on the capacity and combination of solutions that would meet your business’ communication Strategy.

5.6 Gamma, our provider of choice because of their purpose built next generation network designed specifically for delivering enhanced Voice services to the business communications market. Additionally offering all the features you traditionally get with Voice communications such as CLIP, Call barring and Park and Transfer. As well as enhanced disaster recovery with cloud based numbers you’re a call or click away from diverting your calls in the event of a fire, flood or no access.

5.7 Contact centres find that SIP allows them to have better control of their capacity and the associated costs, and often reduces the kit that is required onsite for Multi-sites as well as Rationalisation of existing lines and numbers. With the Installation of SIP being so fast and scalable it is perfect for temporary sites and although it requires a Telephone system the portability and number flexibility means everything can follow you when relocating and be installed just as quick.

5.8 The design of your network will play a large role in the suitability and setup of your SIP solution. Integral to the SIP will be the connectivity that is used to support it. Our Technical consultants, working with you and your IT support Team will ensure that your network has the capacity to support your needs and develop a strategy if it’s not quite there yet. As the impact of adding SIP to your Unified Communications will Improve the productivity of your staff, the service your customers receive and ultimately your return on investment which our consultants are happy to help you calculate.

6 CLI FLEXIBILITY AND PRESENTATION NUMBER

6.1 The number requested for use as a presentation number (“PN”) is either allocated to the Applicant and the Applicant does not require the permission of anyone else in relation to that number or the requested PN is not allocated to the Applicant but consent from the allocated owner for its use as a PN has been obtained and has not been withdrawn;

6.2 the requested PN is in use;

6.3 the Applicant shall immediately inform its telecommunications service provider if any of the information in this statement ceases to be correct;

6.4 The telecommunications service provider may suspend and/or withdraw use of its Presentation CLI Service if it is subsequently found that the information in this statement was, or has become, inaccurate or if the PN is being misused in any way;

6.5 the Applicant understands that the PN must not be a number that connects to a revenue sharing number that generates excessive or unexpected call charges in which case the telecommunications service provider may suspend and/or withdraw use of the Presentation CLI Service;

6.6 The Applicant acknowledges that its network service provider may withdraw the service without penalty in the event that a) having made the appropriate configuration change the Applicant fails to make at least one test call within twenty (20) working days and/or b) the Applicant reverses the configuration change.

6.7 The Applicant hereby indemnifies its telecommunications service provider and any underlying network service provider against any claims by any third party relating to use of the PNs.

6.8 The Applicant hereby acknowledges that the telecommunications service provider may withdraw this facility at any time for regulatory or legal reasons or if it suspects its misuse or if its use is challenged by any third party.

7 FEATURES NOT SUPPORTED BY HOSTED

• Local Dialling - Local dialling is not supported and the full STD code must be dialled for each call made.

• Alternative Number Presentation - where the number is not a Horizon number owned by your company.

• BT Calling and Network Features will not function with Horizon numbers. Only the services (for example, call divert) provided as a part of Horizon will operate.

•Fax or tone dialling devices

8 FEATURES NOT SUPPORTED BY SIP

• Local Dialling - Local dialling is not supported and the full STD code must be dialled for each call made.

• Alternative Number Presentation - where the number is not a SIP number owned by your company.

• CLI pass-through for off-net calls – where a SIP phone number diverts to a non-SIP phone, the number of the diverting SIP phone is presented and not the original caller’s number. Where a call is diverted to another SIP phone, the original caller’s number is presented.

• BT Calling and Network Features will not function with SIP numbers. Only the services (for example, call divert) provided as a part of SIP will operate.

•Fax or tone dialling devices

9 TERMS RELATING TO FREE CALLS FROM YOUR SIP SUBSCRIPTION

9.1 All calls terminating from your SIP endpoint to a UK fixed geographic number (01 and 02) or

to a number starting 03, will be free. This pricing will be subject to the following conditions, applied against your SIP account: The total number of calls per channel from an endpoint shall not exceed 5,000 minutes per month (to 01/02/03 terminations). Any channels exceeding that limit will be subject to a per minute price for the total volume of calls generated from that channel, according to the ratecard associated with your account. In addition, calls to numbers beginning 03 shall not exceed 15% of the total calls for each user.

9.2 Free SIP to UK Mobile Minute Terms and Conditions

This offer is only available to clients on an approved basis. Please speak to your Account Manager with regards to qualifying.

This offer is on new SIP Trunking endpoints only and relates to calls to UK Mobile destinations only. The offer doesn’t apply to existing end-points or any end-point (IP address) that has been previously provisioned via Immervox and excludes International Mobile Destinations. We reserve the right to monitor clients in regards to the cease and re-provision of endpoints, with misuse subject to the removal of the offer.

Only end-points connected to a dedicated business PBX qualify for this offer.

Free Calls to Mobile is subject to a Fair Usage Policy. Immervox monitors all SIP-Trunking usage and any qualifying end-point must not exceed 2000 minutes per channel per month – the Fair Usage Limit. Immervox reserves the right to disconnect any end-point where usage is deemed illegitimate or excessive in terms of standard use and in line with the Fair Usage Policy.

The total number of calls per channel from an endpoint shall not exceed 2,000 minutes per month to a UK mobile number (country code UKN, city code starting FM). Should any endpoint exceed this amount in any month, we will notify you of the breach and provide an opportunity to increase the number of channels to incorporate the additional minutes. If this is opportunity is not taken, Immervox reserve the right to charge a per minute price for the total volume of calls generated from that endpoint according to our standard, or existing rate card associated with your account.

Once an end-point is live, this special pricing is offered until the end-point is ceased. However, Immervox reserves the right to withdraw the offer from clients that materially reduce their overall spend on all services with Immervox from their current billing levels or in the event that Immervox’s partner withdraws this offer. The contractual period of notice will be given prior to any withdrawal.

This offer will be subject to a 3 year commitment where early termination clauses will apply, as detailed below:

1. Clients will be billed their current channel rental charges for each month up to the end of the term if they cease an endpoint within the 3 year term

2. Immervox reserves the right to claim back the discounts provided if the number of channels on an endpoint reduces to less than 50% of the maximum number of channels on that endpoint over the term

10 ADDITIONAL IMPORTANT INFORMATION

10.1 All services are provided on a self-install basis, and exclude the following (unless an installation order has been established to carry out this work):

10.1.1 Unblocking firewall ports and the preparation of your Local Area Network/Wide Area Network, to allow Horizon to operate successfully.

10.1.2 Where installation is purchased and provided by Immervox Ltd, this will include the connection of your Horizon handsets to your Local Area Network and not the configuration of your Local Area Network.

10.2 Please see our Horizon Configuration Sheet for more information regarding alterations required on your network.

11 TERMS RELATING TO INCLUSIVE CALLS FROM YOUR HOSTED SUBSCRIPTION

11.1 If we have confirmed in writing on your order form that free minutes will be included with your Hosted subscription, these will be allocated on the following basis:

All calls terminating from your Hosted endpoint to a UK fixed geographic number (01 and 02) or to a number starting 03 will be included in your bundle. This pricing will be subject to the following conditions, applied against your Hosted account:

The total number of calls per user from an endpoint shall not exceed 2000 minutes or 100 minutes for Hosted ViP Basic subscriptions, 1000 minutes for Hosted ViP Complete subscriptions and 1500 minutes for Hosted ViP Absolute subscriptions, per month. Any users exceeding that limit will be subject to a per minute price for the total volume of calls generated from that endpoint, according to the ratecard associated with your account. In addition, calls to numbers beginning 03 shall not exceed 15% of the total calls for each CLI.

11.2 If we have offered inclusive calls to UK mobiles on our order form, these will be allocated on the following basis:

All calls terminating from your Hosted endpoint to UK Mobiles (FM1, FM3, FM4, FM5 and FM6 charge bands) will be included in your bundle. This pricing will be subject to the following conditions, applied against your Hosted account:

The total number of calls per user from an endpoint shall not exceed 2000 minutes or 100 minutes for Hosted ViP Basic subscriptions, 1000 minutes for Hosted ViP Complete subscriptions and 1500 minutes for Hosted ViP Absolute subscriptions, per month. Any users exceeding that limit will be subject to a per minute price for the total volume of calls generated from that endpoint, according to the ratecard associated with your account.

12 DISASTER RECOVERY

12.1 VoIP has a number of DR functions, from platform level to the end-user. At a platform level, externally located platforms based in a fully resilient format in two geographical separated provider owned data-centres and on a fully owned and operated carrier grade network. All of the infrastructure technology is based on a ‘N+1’ solution, meaning everything is replicated to ensure seamless system failover. Put simply, the infrastructure is as advanced, resilient and reliable as you can get.

13 MULTIPLE DEVICE ACCESS

13.1 VoIP solutions can be accessed and configured for any location on any device, with services now coming with a Smart phone app, enabling your users to dial out over your VoIP telephone system from wherever they are, as long as they have a secure data signal.

14 EMERGENCY SERVICES

14.1 If the Service is fully operational, 999/112 public emergency call services can be accessed from within England, Wales, Scotland and Northern Ireland. However, you understand and acknowledge that there may be some limitations as set out in the following paragraphs.

14.2 If you use the Service outside England, Wales, Scotland and Northern Ireland you will not be able to call emergency services in the country where you are located. A line from another communications provider will be required to call emergency services outside England, Wales, Scotland and Northern Ireland.

14.3 If there is a Service outage for any reason, such outage may prevent access to 999/112 dialling.

14.4 You must register with Immervox the primary physical location where you will be using the Service. Your initial location will be registered as a part of subscribing to the Service. It is your responsibility to maintain the accuracy of your location address if there are any changes. You can do this by emailing any changes to us at [javascript protected email address]. If you do not update us with changes, it may or may not be possible for emergency operators and authorities to identify your location and phone number when you dial 999/112. Location information of your primary office as notified to Immervox will only be provided to emergency services; extension information may not be provided to emergency services. When you dial 999/112 you will need to state your location and phone number promptly and clearly, as emergency operators and authorities may not have this information.

14.5 Emergency operators and authorities may or may not be able to identify your phone number in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason. Emergency operators and authorities may also not be able to hold your line open in the event you hang up.

14.6 You agree to inform potential users of the Service of the above limitations and you understand and accept that you should always have an alternative means of accessing 999/112 emergency services.

14.7 If Immervox suspends the Service you will still be able to dial 999.

VoIP SERVICES

SPECIFIC TERMS & CONDITIONS

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 condition, the Standard Conditions and the Order Form.

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.

“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;

"Data" includes information, documents, text, software, music, sound, photography, messages, and other material of any kind in any form;

“Immervox/Us/Our or We” means Immervox Limited;

“Minimum Term” means the minimum period specified in the Offer Form and confirmed in the Acceptance for the Service,

“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;

“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;

"Personal Data" means Data about any identified or identifiable living person;

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

"Regulations" means the Consumer Protection (Distance Selling) Regulations 2000 (as amended);

“Service” means the provision to the Customer of a Voice over Internet Protocol Service as further described in the Service Schedule;

“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.;

“SIP” means session initiation protocol, used for controlling telecommunications sessions over internet protocol;

“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 generated, 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 9 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 In the event that a subscription is terminated within its Minimum Term and Immervox has provided subsidised or free of charge equipment, an Incentive Cease charge will apply. The standard Incentive Cease fee is £150 per device, unless stated otherwise.

3 TERMS FOR CONSUMERS

3.1 This clause 3 applies only if You are a "Consumer", which for the purposes of these Conditions shall mean any natural person who is acting for purposes that are outside his or her trade, profession or business.

3.2 For the purposes of this clause 3 and the Regulations:

3.2.1 We are "the Supplier";

3.2.2 the address of the Supplier shall be the correspondence address as set out in clause 3.6 below;

3.2.3 prices on the Website are updated periodically and cannot be guaranteed for any period of time and every effort is made to ensure prices are correct at the point at which the Consumer places an order;

3.2.4 any complaints should be sent in writing to the Supplier's correspondence address; and

3.2.5 the Supplier will provide the Consumer with a written confirmation (by post or by email) of order following purchase of Goods or Services.

3.3 A Consumer will, subject to any exceptions or exclusions set out in the Regulations, be entitled to cancel these Conditions by serving a written notice of cancellation on Us at any time during the following periods:

3.3.1 In the case of Goods, within seven working days after the day on which the Consumer receives the Goods, and in accordance with Immervox’s refund policy from time to time; or

3.3.2 In the case of Services, within seven working days after the date the Commencement Date, being the date the Consumer enters into a contract with the Supplier, and in accordance with Immervox’s refund policy from time to time.

3.4 In the event of cancellation by the Consumer, Goods should be returned to the Supplier's correspondence address. The Consumer will be liable for the costs of returning such Goods or the costs of the Supplier in recovering such Goods unless the Consumer has a right to reject the Goods under a term of these Conditions or under statutory right (including any right under the Unfair Terms in Consumer Contract Regulations).

3.5 The Services shall not commence until seven working days after the Commencement Date. Where the Consumer requests that the Services commence earlier than 7 working days after the Commencement Date, the Consumer will not be entitled to cancel any contract for the supply of Services once the performance of the Services has begun.

3.6 You can contact Us by post at Immervox Limited, Unit 22 Hornsby Square, Southfields Business Park, Laindon, Basildon, Essex, by email [javascript protected email address], or by telephone 0800 652 7454, fax 0800 652 4013.

4 SECURITY

4.1 You must:

4.1.1 keep Your username and password secure (Immervox will not disclose Your username and password to any third parties, but may change the username and password at any time for good reason);

4.1.2 if requested use Your username and password when giving instructions (and Immervox is authorised to comply with instructions containing Your username and password);

4.1.3 take reasonable steps in respect of matters in Your control to minimize any risk of security breaches in connection with the Services and take responsibility for all users of the Services using your user name and password;

4.1.4 notify Immervox of any unauthorised access to Your account which You believe may affect the overall security of Immervox systems; and

4.1.5 comply with Immervox’s security checks.

5 ESSENTIAL SERVICE INFORMATION

5.1 By signing up to the Service you understand and agree that the Service may not offer all of the features you may expect from a traditional phone line and may sometimes be unavailable as a result of things over which we have no control, for example, power disruptions and failures of your internet service provider (ISP) or broadband connection. You must maintain your broadband connection in order to use the Service. Your attention is specifically drawn to the service description within these terms, which describes the Service and any limitations.

5.2 If the Service is fully operational, 999/112 public emergency call services can be accessed from within England, Wales, Scotland and Northern Ireland. However, you understand and acknowledge that there may be some limitations as set out in the following paragraphs.

5.3 If you use the Service outside England, Wales, Scotland and Northern Ireland you will not be able to call emergency services in the country where you are located. A line from another communications provider will be required to call emergency services outside England, Wales, Scotland and Northern Ireland.

5.4 If there is a Service outage for any reason, such outage may prevent access to 999/112 dialling.

5.5 You must register with Immervox the primary physical location where you will be using the Service. Your initial location will be registered as a part of subscribing to the Service. It is your responsibility to maintain the accuracy of your location address if there are any changes. You can do this by emailing any changes to Immervox at [javascript protected email address]. If you do not update Immervox with changes, it may or may not be possible for emergency operators and authorities to identify your location and phone number when you dial 999/112. Location information of your primary office as notified to Immervox will only be provided to emergency services; extension information may not be provided to emergency services. When you dial 999/112 you will need to state your location and phone number promptly and clearly, as emergency operators and authorities may not have this information.

5.6 Emergency operators and authorities may or may not be able to identify your phone number in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason. Emergency operators and authorities may also not be able to hold your line open in the event you hang up.

5.7 You agree to inform potential users of the Service of the above limitations and you understand and accept that you should always have an alternative means of accessing 999/112 emergency services.

5.8 If Immervox suspends the Service you will still be able to dial 999.

5.9 Number portability may be unavailable with the Service. If you move your Service to or from Immervox or to or from another provider you may not be able to keep your telephone number. Immervox will not process a number porting request unless your account is completely current, including payment for all Service charges and other applicable fees and charges. Where number portability is available with the Service Immervox shall take all reasonable steps to ensure that the transfer of your number and subsequent activation is completed within one business day provided all necessary activation processes have been completed, the network connection is ready for your use and (where you wish to port your telephone number to Immervox) your donor provider has received a request to activate the transfer of your number from Immervox and agreed a transfer date ("the Required Activation Requirements"). For the avoidance of doubt and in accordance with applicable regulation, the one business day time period does not commence from the date you submit a number transfer request; it commences from the agreed date of port and once an agreement to port has been concluded between Immervox and (where you wish to port your telephone number to Immervox) your donor provider following completion of all the above Required Activation Requirements. Following completion of all the above Required Activation Requirements Immervox shall send a notification to your email address registered on your Immervox account informing you of the date when your number will be transferred. If having notified you of the date when your number will be transferred there is a subsequent delay in the Required Activation Requirements, we shall inform you (by written notification to your email address registered on your Immervox account) of the new date when your number will be transferred.

5.10 Any change to the date of your number transfer due to the Required Activation Requirements not being completed shall not constitute a delay or abuse in porting and shall not give rise to a claim for compensation. Subject to the Required Activation Requirements having been completed, if we delay the transfer of your number for more than one business day or where there is an abuse of porting by us, upon receipt of a valid and genuine claim from you, you might be entitled to claim compensation in which case we shall provide reasonable compensation as soon as is reasonably practicable for such delay and/or abuse. Details of how compensation may be claimed and your eligibility to claim compensation are set out in our Customer Complaints Code. Any compensation awarded shall be in full and final settlement of any claim you may have against us (now or in the future) in respect of the delay and/or abuse in porting the subject of your claim.

5.11 If you port out your Immervox telephone number to another communications provider, the Service and this Agreement will not be cancelled and you will remain responsible for payment of all subscription charges and other charges under this Agreement for their full term.

5.12 Immervox does not warrant or represent:

5.12.1 that the Services will be uninterrupted, secure or error-free; or

5.12.2 that any Data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all.

5.13 Immervox does do not provide a back-up of Your Data or guarantee the integrity of Your Data, however, Immervox will use its reasonable endeavours to provide copies of Data for disaster recovery purposes.

6 USE OF SERVICES

6.1 The Customer agrees:

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

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

6.1.3 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;

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

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

6.1.6 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;

6.1.7 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;

6.1.8 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;

6.1.9 not make available or upload Data via Your use of the Services that contain a virus, worm, trojan or other malicious Data or download any disabling or harmful devices.

6.1.10 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;

6.1.11 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;

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

6.1.13 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

6.1.14 not to resell the Services.

6.2 By purchasing Immervox VoIP Services You confirm that You understand that the Services:

6.2.1 may sometimes be unavailable as a result of things over which Immervox has no control, for example, the weather, power disruptions, or failures of Your internet service provider (ISP) or broadband connection and You understand that in such circumstances all services (including 999/112 public emergency call services) will also be unavailable;

6.2.2 may not provide Your phone number and location details to the operator of 999/112 public emergency call services if You make a public emergency services call. You may have to provide Your location information and phone number verbally to the operator;

6.2.3 where used outside of mainland Scotland, England, Wales and Northern Ireland, may not connect You to the domestic emergency services upon dialling the appropriate emergency number; and

6.2.4 may not offer all the features you may expect from a conventional phone line.

6.3 Immervox shall be entitled at any time to withdraw or change a Service on giving the Customer reasonable prior notice if required to do so by the Supplier.

6.4 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.

7 CHARGES, PAYMENTS AND LIABILITY

7.1 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 7.

7.2 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.

7.3 The Fees for the Services shall be invoiced monthly in advance. 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.

7.4 The Call Charges, and any other charges not specified in this clause 7, for the Services shall be invoiced in arrears.

7.5 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.

7.6 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.

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

7.8 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, via any internet protocol address used by the Customer or via external means.

7.9 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.

7.10 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.

7.11 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 SUSPENSION OF SERVICES

8.1 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:

8.2 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

8.3 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).

9 SUSPENSION AND TERMINATION

9.1 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:

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

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

9.1.3 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

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

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

10 SIP

10.1 Immervox may suspend or withdraw the SIP ‘Presentation CLI’ Service without Liability to the Customer where:

10.1.1 following the configuration change the Customer fails to make at least one test call within twenty (20) working days;

10.1.2 the Customer reverses the configuration change;

10.1.3 information in the Customer’s signed certification statement is, or becomes, inaccurate;

10.1.4 the presentation number is being misused in any way; or

10.1.5 the presentation number is connected to a revenue sharing number that generates excessive or unexpected call charges.

11 DATA

11.1 Immervox may access, copy, preserve, disclose, remove, suspend or delete any Data:

11.1.1 if We are required to do so by applicable law or competent authority;

11.1.2 for the purposes of registration of domain names with a Registry;

11.1.3 if it is otherwise permitted under these Conditions; or

11.1.4 if such Data is prohibited under these Conditions.

12 PERSONAL DATA

12.1 Immervox will process Your Personal Data only in compliance with Our privacy policy, which is available at www.immervox.com

12.2 You consent to such processing and confirm that You have shown Our privacy policy to, and obtained similar consent from, any third party individuals whose Personal Data You have supplied to Us and will continue to do so in the future.

13 CONSEQUENCES OF EARLY TERMINATION

13.1 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 calculated as set out in the Standard Conditions

13.2 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).

14 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.

15 CHANGES TO THE CONDITIONS

15.1 Immervox reserves the right on giving prior notice on the Website to alter these Conditions at any time (including altering Our Acceptable Use Policy and other policies).

15.2 Immervox will give You at least thirty (30) days’ notice of such alteration which shall take effect at the end of the thirty (30) day period.

15.3 Where Immervox has given You notice of an alteration to the Conditions which may have a material adverse effect on You, You shall be entitled to terminate these Conditions by giving Immervox no less than thirty (30) days prior notice in writing to that effect provided that the thirty (30) day notice period given by You must have expired before the modification to the Conditions has taken effect.

15.4 Any renewal of the Services will in any event be subject to Immervox’s then current Conditions.

16 CONFIDENTIALITY

16.1 Both parties agree not to disclose any Confidential Data received from the other party for any purpose apart from the proper performance of these Conditions, unless ordered to do so by law. If Confidential Data is disclosed or transferred to third parties for the purpose of proper performance of these Conditions such disclosure or transfer shall be subject to legally compliant onward transfer agreements. "Confidential Data" means Data identified as, or which clearly is, confidential.

16.2 This clause does not apply to Data which:

16.2.1 enters the public domain other than through breach of this clause;

16.2.2 is or becomes independently known to the receiving party free from any confidentiality restriction;

16.2.3 is required to be disclosed by applicable law or competent authority;

16.2.4 is reasonably disclosed to employees, suppliers or others for the proper performance of these Conditions;

16.2.5 is reasonably disclosed to professional advisers; or

16.2.6 Immervox is otherwise permitted to disclose in accordance with these Conditions.

16.3 You agree to promptly provide Us (free of charge) with any information We may reasonably require to enable Us to activate and provide the Services and/or Goods.

17 COMPLAINTS

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

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