Supplemental - Telephony Services
Where a Customer purchases Telephony Services (as defined below) from Trustack, these Supplemental Terms shall apply, in addition to those in the Agreement.
Interpretation
These additional definitions apply:
Artificial Inflation of Traffic | any situation where calls are made, generated, simulated or prolonged for the direct or indirect benefit of any entity (including a natural person) operating, hosting or otherwise connected with a telecommunication system as a result of any activity by or on behalf of such entity and results in a calling pattern which is disproportionate to the overall amount, duration and/or extent of calls which would be expected from a good faith or an acceptable and reasonable commercial practice relating to the operation of a telecommunications system. |
Call | means a signal, message or communication which is silent, spoken or visual. |
Commencement Date | the date the Customers starts to receive and pay for the Telephony Services, as outlined in the Quotation. |
Emergency Calls | calls to emergency services in the UK (999, 111, 101 or 112). |
Nuisance Calls | an unwanted call that causes annoyance to the receiver of the call and/or is a hoax call and/or is of an offensive, spiteful, abusive, indecent, defamatory or obscene or menacing nature including unauthorised or spam calls and silent calls as defined by Ofcom in its statement of policy on the persistent misuse of an electronic communication service and any subsequent updates thereafter. |
Telephony Services | the cloud or on-premise based telephone services as described in the Quotation. |
Term | the length of time the Customer has agreed to receive and pay for the Telephony Services as set out in the Quotation. |
|
|
1. Term and Termination
1.1 Unless otherwise terminated, the Telephony Services shall commence on the Commencement Date and continue for the Term, unless either party provides notice to terminate.
1.2 Where the Term is on a rolling calendar month basis, then one calendar months’ notice is required to terminate.
1.3 Where the Term is for a period that is longer than a rolling calendar monthly basis, on expiry of such Term, these Supplemental Terms shall continue to automatically renew for successive 12 (twelve) calendar month periods (Renewal). Either party may terminate by providing at least 60 (sixty) days’ notice to terminate, to expire no earlier than the expiry date of the Term or Renewal.
1.4 Without affecting any other right or remedy available to it, either party may terminate these Supplemental Terms if OFCOM or other competent authority instructs Trustack or a supplier to suspend or cease provision of the Telephony Services.
1.5 Without prejudice to any other rights or remedies to which Trustack may be entitled, Trustack may terminate these Supplemental Terms without liability to the Customer if:
1.5.1 Trustack is unable to supply any or all of the Telephony Services;
1.5.2 the Telephony Services are being used by the Customer in a way that breaches the terms of these Supplemental Terms;
1.5.3 the Customer is repeatedly in breach of these Supplemental Terms.
1.6 If the Customer fails to pay any amount due under these Supplemental Terms, without affecting any right or remedy available to it, Trustack may suspend performance of the Telephony Services and block the Customer’s access to such Telephony Services.
2. Customer Obligations
2.1 The Customer must not use the Telephony Services:
2.1.1 to make Nuisance Calls
2.1.2 to send, knowingly receive, upload, download, use or re-use material which is offensive, indecent, defamatory, obscene or menacing;
2.1.3 contrary to any instructions provided by Trustack;
2.1.4 in a way that does not comply with the terms of any legislation, or licence applicable to the Customer;
2.1.5 in a manner that is in any way unlawful, fraudulent or in bad faith (including Artificial Inflation of Traffic), or to the knowledge of the Customer has any unlawful, fraudulent or bad faith purpose or effect (including Artificial Inflation of Traffic); or
2.1.6 in a manner that could materially affect the quality of the Telephony Services.
2.2 The Customer shall:
2.2.1 comply with all reasonable instructions of Trustack;
2.2.2 comply with all applicable laws, statutes, regulations and codes of practice from time to time in force, including but not limited to the Data Protection Legislation and the OFCOM codes of practice;
2.2.3 ensure that numbers presented to Trustack are owned by the Customer;
2.2.4 ensure that all address and contact details for each physical location are up-to-date and correct and the Customer acknowledges that without this information, the emergency services cannot use the information from any Emergency Calls to determine where the call was made;
2.2.5 ensure that all login details and passwords are refreshed and updated on a regular basis, and shall inform Trustack as soon as reasonably practicable if any login details or passwords have been compromised, misused or stolen. If misuse or theft is suspected, the Customer must notify Trustack immediately.
3. Trustack Obligations
3.1 Trustack will:
3.1.1 comply with all relevant legislation and regulation relating to provision of the Telephony Services;
3.1.2 take reasonable steps to ensure that any software used by Trustack in conjunction or with the Telephony Services is not infected by viruses and/or logic bombs, worms, trojan horses and any other type of disruptive, destructive or nuisance programs;
3.1.3 monitor the profile of calls made and received using the Telephony Services for potential fraudulent or bad faith use, and take reasonable steps to prevent such use;
3.1.4 inform the Customer of any instructions necessary for reasons of health, safety or the quality of the Telephony Services;
3.1.5 suspend the Customer’s account if misuse or theft is suspected and shall not be held liable for losses or other consequences arising out of such misuse.
4. Supply of the Telephony Services
4.1 Trustack reserves the right to amend the Telephony Services, if necessary, to comply with any:
4.1.1 applicable law or regulatory requirement;
4.1.2 as a result in any change to the specification of the Telephony Services by reason of a change implemented by any supplier of ours; or
4.1.3 if the amendment will not materially affect the nature or quality of the Telephony Services; and Trustack will notify the Customer in any such event and where reasonably practicable will give the Customer at least 2 (two) Business Days’ notice of any such change.
4.2 Trustack warrants that the Telephony Services will be provided using reasonable care and skill of a competent telephony provider. Trustack will use reasonable endeavours to provide an uninterrupted service and correct all reported faults as soon as it reasonably can. However, Trustack and its suppliers may:
4.2.1 upon giving not less than 14 (fourteen) days’ notice, for operational reasons, introduce or withdraw Telephony Services features, change the technical specification, or introduce process changes to improve the Telephony Services, provided that any such changes do not have a materially adverse effect on the performance or provision of the Telephony Services;
4.2.2 give the Customer instructions which Trustack believe are necessary for reasons of health, safety or the quality of the Telephony Services and these must be adhered to; or
4.2.3 interrupt the Telephony Services for operational reasons (including planned maintenance) or because of an emergency. Trustack agrees to restore the interrupted Telephony Services as quickly as possible, and where practicable, Trustack will give the Customer as much notice as possible.
4.3 Trustack is entitled upon giving written notice to the Customer to exclude from these Supplemental Terms, one of more of the Telephony Services as it thinks fit however will not do this with unreasonable cause and will do so in negotiation with the Customer.
4.4 The Customer acknowledges that, by definition, access to the internet and other communication media is associated with risks concerning authentication, data security, privacy, availability of service, reliability of transmission etc. The Customer agrees to accept full responsibility for anything arising from such risks.
4.5 The Telephony Services includes the ability to make or receive a Call
4.6 All Calls are to be routed over Trustack’s chosen network. Should any Calls be routed over any other network with or without the Customer’s knowledge, other than during a service failure or network outage that Trustack have notified the Customer of or for any other reason Trustack may agree with the Customer, then Trustack reserve the right to bill the Customer at Trustack’s standard Tariff.
5. Telephony Services with Call Recording
Where the Customer takes Telephony Services which includes Call recording of inbound and/or outbound Calls the Customer confirms that it has received and read Trustack’s Call Recording Legal Requirements Guidance document and acknowledge that the information should not be relied upon in isolation and hereby accept that it is the Customer’s responsibility to obtain legal advice to ensure the Customer is fully compliant before recording any Calls. The Customer further confirms that it will comply with all legal requirements when using any Call recording product and agrees that Trustack shall have no liability for any costs or claims which may be incurred as a result of any failure by the Customer to comply with any legal requirements whether or not the Customer is aware of the requirement.
6. Telephony Services with Music On Hold
Where the Customer takes a Telephony Service which permits the Customer to upload music files for a music on hold feature, the Customer agrees to obtain any necessary licences and consents as may be required and agree to indemnify Trustack from any direct or indirect claims where the Customer fails to do so.
7. Resilience
It is the Customer’s responsibility to ensure the Customer has adequate resilience in place to protect against any loss of data, service or connectivity. Trustack will not be liable for any loss or damage (financial or otherwise) where the Customer fails to do so.
8. Emergency Calls
IP phones need an external power source (either Power over Ethernet (PoE) or power adapter) to operate. In the event of a power failure it is the Customer’s responsibility to ensure the Customer has the means to make Emergency Calls. Trustack will not be liable for any loss or damage (financial or otherwise) where the Customer fails to do so.
9. User Names, Passwords and Pin Codes
9.1 It is the Customer’s responsibility to keep private any user names, passwords or pin codes that Trustack may provide the Customer with to use any of the Telephony Services. The Customer is liable for all charges associated with the unauthorised use of such user names, passwords and pin codes to access the Telephony Services, unless the Customer advises Trustack immediately that the security of any of the user names, passwords or pin codes may have been compromised and Trustack confirms back to the Customer that access has been disabled. Should the Customer fail to notify Trustack of any such compromise in security then the Customer will remain liable for all charges incurred in accessing the Connectivity Services.
9.2 Where Trustack disables any access following a compromise in security, Trustack shall provide the Customer with new user names, passwords or pin codes as appropriate.
Where Call routing utilises IP, the Customer acknowledges that Call quality and availability can be subject to factors outside of Trustack’s control e.g. bandwidth contention or quality of service. Trustack shall not be liable to the Customer in respect to any quality or availability issues with such a Telephony Service.
10. Charges
The charges for the Telephony Services are as outlined in the Quotation, and are payable in accordance with clause 10 of the Agreement (Payment).
11. Fraud and Call Charges
11.1Trustack shall take reasonable steps to limit fraud by setting agreed threshold limits with respect to the Telephony Services for the Customer where the Telephony Services will be disabled if the Call threshold is reached.
11.2 If the Telephony Services are compromised, and the Customer has enabled a Call threshold, the Customer shall be liable for the Call charges up to and including the Call threshold. If there is no Call threshold, then the Customer shall be liable for any and all Call charges as a result of the fraudulent activity.
11.3 If the Customer’s Telephony Services are disabled as a result of the fraudulent activity, and re-enabled thereafter, the Call threshold shall be reset and the Customer will be liable for any further Calls that fall within the reset Call threshold.
12. Liability
12.1In the event of any breach of these Supplemental Terms, the Customer’s sole remedy, and Trustack’s only obligation and liability to the Customer shall be for Trustack to:
12.1.1 replace the Telephony Services or re-perform the Telephony Services in questions; or
12.1.2 at Trustack’s option, repay any price paid for the Telephony Services in question.
12.2 Trustack shall not be liable under any circumstances whatsoever for any losses which may arise, or may arise as a result of emergency services being unable to determine where an Emergency Call was made.
13. Effects of Termination
13.1If a Customer terminates part-way through the Term, the Customer shall pay to Trustack the value of the remainder of the fees yet to be paid (including any fees invoiced but remain unpaid).
13.2 All rights and licences shall terminate.