Partner

Partner Terms & Conditions

General Terms & Conditions

DEFINITIONS
1.1 ‘Additional Term’ means any term of this Agreement which is subsequent to the expiry of the Minimum Term, set out in the Order attached hereto.
1.2 ‘Agreement’ means these General Terms and Conditions and any engrossed Order(s), Supplement(s) and Service Schedules, all of which, taken together constitute the agreement between the parties for the supply of Goods and Services.
1.3 ‘Applicable Law’ means the laws of the jurisdiction set out in clause 17 hereof and any re-enactments thereof, that apply to the provision and receipt of the Services.
1.4 ‘Applicable Law’ means:
1.4.1 The laws of the jurisdiction set out in clause 17 hereof and any re-enactments thereof, that apply to the provision and receipt of the Services; and
1.4.2 The laws of the jurisdictions under which the Callable’s suppliers operate and any re-enactments thereof, that apply to the provision and receipt of the Services.
1.5 ‘Applicable Service’ means a Service or part thereof for which the Callable makes an express commitment in relation to performance and sets out remedies in the event of failure to meet such commitment.
1.6 'Commencement Date' means the date of commencement of this Agreement, as set out on the Order, which is the date of the Callable's acceptance of the Order.
1.7 ‘Contract’ means the contract in subject for the Callable to sell and the Customer to buy Services and/or Equipment.
1.8 'Confidential Information' means information, documentation, know-how, data, diagrams, specifications or other materials (digital, written or oral), belonging to the other and concerning the business and affairs of the other, and in the case of the Callable, Customer Data and Customer Information.
1.9 ‘Customer Data’ means data that is the property of the Customer.
1.10 ‘Customer Information’ means information supplied by the Customer (including names, email addresses, Callable address, telephone numbers, usernames and passwords) which is required by the Callable to enable it to deliver the Services under the terms of this Agreement.
1.11 ‘Direct Customer’ means a Customer who has directly placed an order for Goods and or Services with the Callable.
1.12 ‘Equipment’ means telephony and IT hardware, including telephone handsets, workstations, servers, routers and switches.
1.13 ‘Fault’ means any defect or failure in the Services.
1.14 ‘Force Majeure’ means an event affecting the performance by a party of its obligations under this Agreement, arising from circumstances beyond its reasonable control, including flood, fire, earthquake, war, tempest, hurricane, industrial action (except any industrial action relating to the Callable, its subcontractors or suppliers or any other failure in the Callable's supply chain), government restrictions, legislation, act of God or any other occurrence of a like nature.
1.15 ‘General Terms and Conditions’ means these General Terms and Conditions
1.16 'Goods' means the goods that are the subject matter of the Contract sold by the Callable to the Customer, including Equipment and Software.
1.17 'Group' means in relation to either party, itself and each of its holding companies or subsidiaries for the time being and any subsidiary of any such holding Callable and the terms ‘holding’, ‘Callable’ and ‘subsidiary’ shall have the meanings given to them in the Companies Act 2006.
1.18 ‘Hour’ means clock hour, which may fall outside of the Working Day.
1.19 ‘Indirect Customer’ means a Customer who has placed an order for Goods and or Services with a Reseller of the Callable’s Services.
1.20 ‘Infrastructure’ means the Callable’s servers and associated storage.
1.21 'Intellectual Property' means all intellectual property, including patents, utility models, trade and service marks, trade names, domain names, rights in designs, copyrights, moral rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or able to be registered and including registrations and applications for registration of any of these and rights to apply for the same, rights to receive equitable remuneration in respect of any of these and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world.
1.22 ‘Intellectual Property Rights’ (‘IPR’) means the right to title to Intellectual Property;
1.23 ‘Loan Equipment’ means Equipment that is loaned to the Customer by the Callable under the terms of this Agreement, to which the Callable shall retain title.
1.24 ‘Minimum Term’ means the initial term of this Agreement, set out in the Order attached hereto.
1.25 ‘Order’ means the order form attached hereto which sets out the Goods to be supplied and summary of Services to be delivered hereunder.
1.26 ‘Rented Equipment’ means Goods that shall be rented to the Customer and to which the Callable shall retain title.
1.27 ‘Reseller’ means an organisation which is authorised by the Callable to either re-sell the Callable’s Services or sell such Services on the Callable’s behalf.
1.28 ‘RFS Date’ (Ready For Service Date) means the date from which the Services are available for use (at all sites) by the Customer, as notified by the Callable.
1.29 ‘Services’ means services provided to the Customer by the Callable under the terms of this Agreement.
1.30 'Service Component' means an individual component of the Services which is separately itemised on the Order and described in the Schedules.
1.31 ‘Service Credit’ means credit applied to the Customer’s account to be used as credit against future invoices.
1.32 ‘Service Limitations’ means the service limitations set out in the relevant Supplement(s) and Service Schedule(s).
1.33 'Service Schedule' means the schedule which forms part of any service-specific Supplement attached hereto which sets out the detailed services to be provided and any applicable service levels.
1.34 'Software' means any software and associated documentation provided by the Callable to the Customer or its end users pursuant to this Agreement or used by the Callable to provide the Services, including any software which is embedded in the Equipment.
1.35 ‘Supplement’ means service-specific supplementary terms and conditions and its associated Service Schedule.
1.36 ‘Tariff’ means the document that lists prices and charges, as amended from time to time and made available by the Callable on request.
1.37 ‘Trouble Ticket’ means the Customer’s report of a Fault.
1.38 'Working Day' means 9.00am to 5.30pm Monday to Friday, excluding Bank and Public Holidays.
1.39 ‘Working Hour’ means any hour within the Working Day.

THE PARTIES
The parties to this Agreement are (I) Callable Limited (‘the Callable’), Callable Number 12875347, whose trading / correspondence address is 5 & 6 The Old Printworks, 20 Wharf Road, Eastbourne, East Sussex, BN21 3AW and (II) the Customer, whose name and place of business are set out on the Order Form.

GENERAL
3.1 These General Terms govern the overall relationship of the parties to this Agreement in relation to the Services provided by the Callable to the Customer. The Services to be provided to the Customer shall be as set out in each of the attached Supplement(s).
3.2 The Callable shall provide the Services to the Customer in the manner and on the terms of these General Terms and Conditions and in each relevant Supplement.
3.3 From time to time, the Customer may engage the Callable to provide additional Services under the terms of an additional Supplement and relevant Order, which shall be incorporated into and subject to the terms of this Agreement.
3.4 In the event of a conflict between the terms set out in the relevant Order, these General Terms and terms and conditions set out in the relevant Supplement, the following order of precedence shall apply:
3.4.1 The terms of the Order;
3.4.2 The terms of the Supplement and its attached Service Schedule;
3.4.3 The terms of these General Terms.
3.5 In this Agreement:
3.5.1 The words ‘including’ and ‘includes’ when followed by particular examples shall be construed as illustrative and not exhaustive;
3.5.2 Words of a technical nature shall be construed in accordance with the relevant common usage in the information technology industry in the United Kingdom;
3.5.3 References to a ‘person’ include a natural person, body corporate, unincorporated body of persons, individual, Callable, firm, government, state or agency of the state;
3.5.4 References to the singular includes the plural and vice versa;
3.5.5 Headings to clauses have been inserted for convenience of reference only and should not be construed as forming part of this Agreement;
3.5.6 A reference to a statute, statutory provision, order, regulation instrument or other subordinate legislation is a reference to that statute, statutory provision, order, regulation, instrument or other subordinate legislation and amendments and re-enactments made to such from time to time;
3.5.7 A reference to a regulatory authority or other competent body shall be deemed to include any successor authority or body;
3.5.8 A reference to the parties is a reference to the Callable and the Customer and a reference to a party is a reference to one of them;
3.5.9 All periods expressed in days shall mean calendar days unless expressly stated otherwise;
3.5.10 Copyright in supplier and other third-party product and service names is acknowledged.

COMMENCEMENT AND TERM
4.1 This Agreement shall be deemed to come into effect on the Commencement Date set out in the Order and shall run until the RFS Date and then from the RFS Date for the Minimum Term set out in the Order. Thereafter, this Agreement shall either continue to run or terminate in accordance with the terms of the applicable Supplement(s).
4.2 Additional Supplements shall come into force on the date specified in the relevant Order and shall continue until such time as specified in such Supplement, or until such Supplement is terminated earlier, in accordance with the terms set out therein or the terms of these General Terms and Conditions.
4.3 The termination of any particular Supplement shall not affect any other Supplement or these General Terms and Conditions save that on termination of the last remaining Supplement, the entire Agreement shall be deemed terminated.

THE CALLABLE’S OBLIGATIONS
During the term of this Agreement, and subject to the performance by the Customer of its obligations hereunder, the Callable shall:
5.1 At the commencement of this Agreement and any subsequent Supplement hereto provide a target for the RFS Date and make reasonable endeavours to provide the Services by such date; and
5.1.1 Immediately notify the Customer if it becomes aware of any subsequent change thereto.
5.1.2 On the RFS Date, notify the Customer that the Services are available for use;
5.1.3 Promptly respond to any and rectify any non-conformity in the Services that are raised by the Customer.
5.2 Provide the Services set out in the Supplement(s) and associated Service Schedule(s), in accordance with the relevant service levels and subject to any Service Limitations, including:
5.2.1 The delivery and if set out in the Order, installation of pre-configured Equipment at the Customer’s site(s), set out in the Orders attached hereto;
5.2.2 The provision of training in the use of the Equipment and Services as appropriate; and
5.2.3 Making timely responses to Trouble Tickets raised by the Customer and using reasonable endeavours to repair any Fault in the Services the Callable provides according to the service level or targets set out in the relevant Service Schedule.
5.3 Warrant that it and its suppliers hold and shall continue to maintain all licences, authorisations, approvals and consents necessary to allow the Callable, its suppliers and subcontractors to provide the Services In accordance with all Applicable Laws.
5.4 Being engaged by the Customer for its professional expertise, warrant that the Services shall be performed by competent staff, exercising a level of skill appropriate to their responsibilities.
5.5 Without prejudice to any other remedy to which the Customer may be entitled under the terms of this Agreement, promptly make good any failure to perform the Services arising from a failure of the Callable, its employees, subcontractors or suppliers at no charge to the Customer.
5.6 Without prejudice to its other obligations or responsibilities, ensure that when any of its obligations are performed on the Customer’s premises all rules and instructions in force and published thereat are complied with.
5.7 Make reasonable endeavours to provide reasonable notice of any bona fide restriction which, for operational reasons the Callable may place on the Services.
5.8 Take full ownership of any Faults in the Services as properly reported to the Callable or of which it ought to be aware and maintain ownership until such Fault is resolved.
5.9 Work directly with its suppliers if such suppliers are involved in the resolution of particular Faults.
5.10 Recognise that the Services may be used in conjunction with services, software and equipment that may be provided and maintained by third parties (i.e. suppliers other than the Callable and its suppliers):
5.10.1 Whilst the Callable cannot assume responsibility for the repair of any third party Faults, it will however assist the Customer in the tracing and identification of problems incurred by the Customer which prove not directly attributable to the Services;
5.10.2 Where it is appropriate, the Callable will also take reasonable steps to demonstrate to a third party supplier where the Fault lies; and
5.10.3 If such Fault(s) are shown not to result from the Services, the Callable shall be entitled to charge the Customer for work carried out, at its prevailing rates.
5.11 Make reasonable endeavours to ensure that it provides sufficient resources to perform its obligations under the terms of this Agreement.

THE CUSTOMER’S OBLIGATIONS
During the term of this Agreement and subject to the performance by the Callable of its obligations hereunder, the Customer shall:
6.1 If installation or implementation charges are indicated on the Order to be estimates, undertake to pay the actual charge incurred for the installation/implementation of the Equipment or Services.
6.2 Promptly raise Trouble Tickets using the designated telephone number, email-address or web portal as notified to the Customer on commencement of the relevant Supplement or as updated from time to time.
6.3 Provide suitably qualified personnel for such times as may be reasonably required by the Callable:
6.3.1 To promptly provide any information within the Customer’s possession or control which the Callable may reasonably require in order to perform its obligations;
6.3.2 To give the Callable information and assistance in identifying and correcting any malfunctions;
6.3.3 To receive and execute the appropriate corrective measures (or other instructions in relation to this Agreement) given by the Callable; and / or
6.3.4 To carry out diagnostic tests on the Equipment as requested by the Callable.
6.4 Allow the Callable, its subcontractors or agents proper access to the Customer’s premises and a suitable, safe working environment during the Working Day and at other times as may be reasonably requested; and
6.4.1 Indemnify the Callable and its subcontractors for death or personal injury claims that arise out of the Customer’s failure to comply with the provisions of this clause, save where such claim arises out of the negligence of the Callable or its subcontractors.
6.5 Provide and prepare a suitable place for the installation of Equipment necessary for the delivery of the Services (including availability of electrical supply and connection points) in accordance with the Callable’s reasonable instructions.
6.6 If the Callable has to install Equipment at a third party’s site, seek all necessary permissions prior to the Callable gaining access to the site.
6.7 Following the Callable’s installation of Equipment at the Customer’s site be responsible for replacing items of furniture and any necessary redecoration, provided that any such damage is minor, cosmetic and reasonably incurred and;
6.7.1 If, prior to such installation the Callable becomes aware that damage will occur or re-decoration will be required, the Callable shall notify the Customer prior to carrying out the installation work.
6.8 Ensure that the use of the Services complies with the acceptable use clauses set out in this Agreement and not cause the Callable or its suppliers to contravene any legislation, regulation or authorisation.
6.9 Indemnify the Callable against all claims made by third parties arising from Faults in the Service.
6.10 Indemnify the Callable against all claims for non-performance of services provided under agreements with third parties even if the Callable invoices the Customer for such services.
6.11 Ensure that the existence of this Agreement does not breach the terms of any agreement made between the Customer and any other party for the supply of similar services.
6.12 Disclose to the Callable any facts that are known or potential issues that are suspected which might have a material impact on the implementation of the Services, including breach or potential breach of this Agreement.
6.13 In the event of a failure or interruption to the Services which has been investigated and or repaired by the Callable and found to be caused by the Customer or a third party (not connected with or under the control of the Callable), pay any reasonable charges levied by the Callable in respect of the work carried out.
6.14 Warrant that it holds and shall continue to maintain all licences, authorisations, approvals and consents:
6.14.1 Necessary to allow it to use the Services;
6.14.2 Necessary for any data, including documentation, software or data which may be supplied to the Callable for the purpose of assisting with the provision of the Services.
6.15 Save as provided by the Callable under the terms of this or another Agreement, provide all equipment necessary to enable access to the Services; and
6.15.1 Make all reasonable measures to ensure that such equipment used in conjunction with the Services is free from viruses, worms, Trojan horses or any other malware.

CONFIDENTIALITY
7.1 Each of the parties to this Agreement agrees to use Confidential Information solely for the purposes of executing this Agreement and for the evaluation of future products and services. Neither party shall disclose Confidential Information to any other person without the owner’s written consent except when it is deemed that such disclosure is required to execute this Agreement, in which case the disclosing party will obtain binding commitment from the receiving party to keep such information confidential.
7.2 Each of the parties to this Agreement shall, and procure that its staff, agents, regulators and subcontractors shall, keep confidential all Confidential Information that it shall have obtained as a result of the discussions leading up to or entering into or performance of this Agreement except:
7.2.1 To the extent that it can be shown that the information is publicly available other than through a breach of this Agreement;
7.2.2 To the extent that it can be shown that the information was lawfully in its possession prior to the date of its disclosure by any other party;
7.2.3 To the extent that the receiving party may have received the information from a third party without (bona fide) restriction as to disclosure;
7.2.4 Where the receiving party receives or has received written consent to such disclosure from the party entitled to such information;
7.2.5 To the extent that the receiving party may be required by law to make such disclosure, whereupon the receiving party shall forthwith notify the disclosing party of such requirement and shall limit disclosure to the portion of the Confidential Information which is legally required;
7.2.6 To the extent that it can be shown that such has been independently developed by the receiving party;
7.2.7 The parties agree in writing that such need not be kept confidential.
7.3 Upon written request from the other party, either party will return to the other all copies of the Confidential Information obtained during the performance of the Agreement within thirty days of such request.
7.4 Within thirty days of the date of termination of this Agreement, all Confidential Information and copies thereof shall be returned to the disclosing party, or at the disclosing party’s request, destroyed by the receiving party.
7.5 Nothing in this clause shall prohibit the Callable from supplying the same or similar Goods or Services to other persons.
7.6 Neither party shall provide Confidential Information which has been received from the other in response to a request made under the Freedom of Information Act 2000 prior to giving the other party no less than ten Working Days to make its representations.
7.7 Without prejudice to any other rights or remedies that the disclosing party may have, the receiving party agrees that if Confidential Information is used, disclosed or threatened to be used or disclosed in breach of this clause 7, the disclosing party shall be entitled, without proof of special damage, seek injunctive relief or other equitable relief for any actual or threatened breach of this clause 7.
7.8 The provisions of this clause 7 shall survive in perpetuity the termination of this Agreement, howsoever occasioned.

DATA PROTECTION
8.1 In this Agreement the terms:
8.1.1 ‘Data Protection Legislation’ means the Data Protection Act 2018, the General Data Protection Regulation (GDPR) EU2016/679, any amendments and re-enactments made thereto from time to time and any other data protection regulations currently in force;
8.1.2 ‘Personal Data’, ‘Data Subject’, ‘Data Controller’, ‘Data Processor’,’ Subject Access Request’, ‘Supervisory Authority’, ‘Process’ and ‘Processing’ shall have the meanings defined in the Data Protection Legislation;
8.1.3 ‘Sub-Processor’ means a subcontractor or supplier to the Callable who Processes Customer Data on the Callable’s behalf.
8.2 the Callable and the Customer each agree to comply with their respective obligations under the Data Protection Legislation and to maintain all necessary registrations and notifications and the Customer agrees:
8.2.1 To obtain and maintain all necessary consents (including the consents of all relevant Data Subjects) which are required by the Callable for the purpose of performance of this Agreement.
8.3 The parties to this Agreement agree that in relation to Customer Information the Callable shall be a Data Controller, not a joint Controller and, acting in the capacity of Data Controller shall:
8.3.1 Collect from the Customer, Process, use or share (with its suppliers or subcontractors, who may be acting in the capacity of Data Controller or Data Processor) Customer Information that the Callable shall determine the purpose of Processing to enable it to provide the Services, including:
a) Administration, tracking and fulfilment of Customer orders;
b) Management of Trouble Tickets;
c) Administration of access to the Callable’s support portal;
d) Administration of access to the Services;
e) Raising and issuing invoices;
f) Management of this Agreement, including issuing notices and providing management reporting.
8.3.2 Process the Customer Information in accordance with the applicable Data Protection Legislation and where applicable, the Callable’s Privacy Policy;
8.3.3 Unless the Customer is an Indirect Customer, the Callable shall be entitled to use selected Customer Information and data pertaining to the Customer’s use of the Services to advise appropriate members of the Customer’s staff about additional products, services and offers.
8.3.4 If the Customer does not consent to the provisions of sub-clause 8.3.3, it shall be entitled to notify the Callable and forthwith upon receipt of such notice the Callable shall cease to advise the Customer about additional products, services and offers.
8.4 The parties agree that in relation to Personal Data contained within Customer Data, the Customer shall be the Data Controller and the Callable shall be the Data Processor:
8.4.1 For the avoidance of doubt, the Callable shall not be deemed to be a Data Processor in relation to any Customer Data that the Callable:
a) Does not store within its Infrastructure;
b) Does not transmit via the Services.
8.4.2 If the Callable is deemed not to be a Processor, the provisions of sub-clauses 8.5 to 8.8 and 8.10 shall not be binding on either party.
8.5 The parties agree that under the terms of this Agreement:
8.5.1 The duration of Processing shall be limited to the duration of this Agreement and thereafter for as long as is required by Applicable Law following the termination thereof;
8.5.2 The nature of Processing is the transmission and storage of Customer Data as required to deliver the Services and the purpose of the Processing is the delivery of the Services to be delivered under the terms of this Agreement;
8.5.3 Types of Personal Data and categories of Data Subjects that may be included within the Customer Data shall be determined exclusively by the Customer and the Callable shall not be privy to such information;
8.5.4 To the extent necessary to enable it to provide the Services, the Callable shall be entitled to and may transfer Customer Data and Customer Information outside of the European Economic Area or to an international organisation, subject to its compliance with the terms of sub-clause 8.8.5;
8.5.5 This Agreement forms inter alia the Customer’s complete written instruction to Process Customer Data.
8.6 The Customer agrees that it shall be solely responsible for its compliance with its obligation under the Data Protection Legislation to take the necessary technical and organisational measures to ensure that Customer Data is protected (to a level that is appropriate to the risks associated with Processing) against accidental destruction, damage, loss or disclosure where such Customer Data is:
8.6.1 Created within the Callable’s Infrastructure by the Customer using applications including email, desk-top applications, third party software and software developed by or for the Customer, including such being executed in managed desktop and Infrastructure as a service environments;
8.6.2 Created within the Callable’s Infrastructure either automatically or in response to third party user input using third party software or software developed by or for the Customer, including web-sites and web-services.
8.7 The Customer hereby agrees that certain Services the Callable provides under the terms of this Agreement will be provided to the Callable by one or more suppliers or subcontractors; that the Callable shall be entitled to change its suppliers or subcontractors at its sole discretion; and
8.7.1 In respect of Personal Data, the Callable’s suppliers or subcontractors may act in the capacity of a Controller, Processor or Sub-Processor; and
8.7.2 For the avoidance of doubt, if the Callable appoints a Sub-Processor to Process Customer Data or Customer Information on its behalf, the Callable shall remain fully liable to the Customer for the performance of that Sub-Processor’s data protection obligations; and
8.7.3 If the Callable elects to change a supplier or subcontractor who is acting in the capacity of Sub-Processor, it shall notify the Customer without undue delay and:
a) If the Customer objects to the appointment of a Sub-Processor, the Customer shall notify the Callable within thirty days of the change and the Callable will address the objection in accordance with the process set out in clause 18 hereof; and
b) the Callable shall be entitled to use the Sub-Processor until the objection is resolved; and
c) If the Customer does not object within thirty days of notification of the changed Sub-Processor, such change will be deemed acceptable to the Customer.
8.8 The Customer, in its capacity of Data Controller hereby authorises the Callable, in its capacity of Data Processor to Process Customer Data and to permit its suppliers and subcontractors, whether direct or indirect, who may be acting in the capacity of Sub-Processor to Process Customer Data for the purposes of performing its obligations under this agreement, subject to the Callable’s, its suppliers’ and subcontractor’s compliance with the following conditions:
8.8.1 To restrict Processing of Customer Data to the transmission and storage thereof;
8.8.2 Notwithstanding the provisions of sub-clause 8.8.1, the Callable and / or its supplier(s) shall be entitled use and store information including origin, destination, duration, route and time of data transmitted over its network services, exclusively for the purposes of:
a) Collating statistics for network planning purposes; and
b) Providing such information to government security agencies in response to specific requests.
8.8.3 Not to retain any copy (save as required for the provision of specific services under the terms of this Agreement, including backup and disaster recovery services), abstract, summary or précis of the whole or any part of the Customer Data (save as set out in sub-clause 8.8.2); permit its employees to do the same and shall procure similar written, binding undertakings from its subcontractors and suppliers, who may be acting in the capacity of Sub-Processor;
8.8.4 Not to modify any part of Customer Data or permit its employees to do the same and shall procure similar written, binding undertakings from its subcontractors and suppliers, who may be acting in the capacity of Sub-Processor;
8.8.5 Not to transfer Customer Data outside of United Kingdom or the European Economic Area or to an International organisation either:
a) Without complying with the provisions of the Data Protection Legislation regarding inter alia the adequate level of protection of any Personal Data that may be contained therein; or
b) Unless such transfer is required under Applicable Law in which case Resolution IT shall, provided that it is not prevented from so doing under the Applicable Law, promptly notify the Customer of such transfer.
8.8.6 To promptly notify the Customer if it becomes aware of any accidental destruction, disclosure or illegal Processing of Customer Data;
8.8.7 To undertake to implement appropriate processes and technology to ensure that:
a) The Processing of Customer Data meets the requirements of the Data Protection Legislation;
b) Customer Data is protected (to a level that is appropriate to the risks associated with Processing) against accidental destruction, damage, loss or disclosure;
c) The Callable’s employees as fully as it is reasonable to expect, understand their obligations under the Data Protection Legislation.
8.8.8 To undertake to assist the Customer with the Customer’s own obligations under the Data Protection Legislation, taking into account the nature of the Processing and the information available to the Callable by:
a) Communicating to the Customer within five Working Days of receipt, any Subject Access Requests that relate to the Customer Data;
b) In response to written instructions, assisting the Customer in providing Subject Access to the extent practicable;
c) In the event of a security breach, which involves Customer Data, providing to the Customer details of the Customer Data that is involved in the breach;
d) In the event of a security breach which involves Customer Information, notifying the Supervisory Authority and providing to the affected Data Subjects the details of the Customer Information that is involved in the breach;
e) Providing responses to reasonable requests for technical and organisational information in relation to the Processing of Customer Data;
f) On request making available to the Customer any of the Callable’s relevant documentation that demonstrates its compliance with its obligations under the Data Protection Legislation;
g) Allow the Customer or an authorised representative of the Customer to audit the Callable’s compliance with the Data Protection Legislation, the frequency of such audits to be not greater than once every twelve months.
And the Customer agrees to reimburse the Callable for its reasonable expenses incurred for any assistance provided under this sub-clause 8.8.8, save sub-clauses 8.8.8(c) and 8.8.8(d).
8.8.9 To undertake to on termination of this Agreement:
a) On request, return to the Customer copies of all Customer Data;
b) Delete all Customer Data that is held within the Callable’s (or its supplier’s) Infrastructure (unless such is prohibited by Applicable Law);
c) Retain relevant Customer Information in line with its published privacy policy.
8.9 The Callable undertakes that it shall:
8.9.1 Ensure that access to Customer Data or Customer Information is limited to those employees, subcontractors or suppliers who need access to such to meet the Callable's obligations under this Agreement and that all employees, subcontractors and suppliers shall be placed under the same written, binding obligation of confidence;
8.9.2 Not disclose to any person Customer Data or Customer Information other than to its suppliers, subcontractors or employees who shall be placed under the same written, binding obligation of confidence and who need access to such Customer Data or Customer Information to facilitate proper performance of their contractual obligations (in relation to this Agreement), to the Callable;
8.9.3 If required to disclose Customer Information or Customer Data, including communications content, to an appropriate judicial, law enforcement or government agency under Applicable Law, the Callable shall prior to disclosure use reasonable endeavours to promptly notify the Customer of the disclosure, PROVIDED THAT it is not prohibited from doing so by the requesting agency.
8.10 The Customer agrees that in the event of novation of this Agreement or part thereof by the Callable’s supplier, Customer Data and Customer Information, will be transferred to the supplier or its assignee.
8.11 The Callable will indemnify the Customer against any and all claims and proceedings made or brought against the Customer in respect of any breach of this clause 8 provided that such breach was due to the act or omission of the Callable, its employees, subcontractors or suppliers.
8.12 The Callable will on demand, deliver to the Customer all documents that may be in its possession or in the possession of its agents, subcontractors, suppliers or employees (including documents prepared by the Customer) which may include Personal Data.
8.13 The provisions of this clause 8 shall survive in the termination of this Agreement, howsoever occasioned, until such time as the Callable no longer retains any Customer Data or Customer Information.

CHARGES AND PAYMENT
9.1 In consideration of the provision of the Services, the Customer shall pay the charges in accordance with this Clause 9 (the ’Charges’).
9.2 The Callable shall invoice the Customer according to the billing period set out in the Order and charges will be calculated using the details recorded by the Callable.
9.3 The Customer agrees to pay the whole amount of the Charges (without any withholding, deduction, set off or counter-claim), within fourteen days of the date of the Callable’s invoice.
9.4 The Callable shall be entitled to offset any monies owed to the Customer against any monies owed to the Callable.
9.5 Invoices shall be deemed accepted by the Customer unless a written objection, which clearly identifies the reason for the dispute is received by the Callable within ten Working Days of the date of the invoice. If the Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event that the dispute has not been resolved within fifteen Working Days of the receipt by the Callable of the Customer’s letter, the dispute shall be escalated in accordance with the provisions of Clause 18 of this Agreement.
9.6 If the Customer fails to make any payment in respect of Goods or Services by the due date, the Callable shall be entitled to take one or more actions:
9.6.1 Suspend the provision of Services to the Customer until such time as the outstanding invoice(s) is/are paid;
9.6.2 Charge the Customer interest at the rate of 4% per annum above the prevailing Bank of England base rate, on any amount outstanding from the due date to the date of actual payment and such interest shall accrue on a daily basis;
9.6.3 Charge a late payment fee, as set out in the Tariff.
9.6.4 Terminate this Agreement;
9.6.5 Recover from the Customer damages for any costs or losses suffered by the Callable as a result of the Customer’s failure to make payment.
9.7 If the Customer makes late payments more than twice in a year the Callable shall be entitled to demand that future payments are made by direct debit; and
9.7.1 If more than two direct debits are refused in a year, the Callable shall be entitled to terminate the Agreement.
9.8 If during the execution of this Agreement the Callable incurs reasonable expenses, the Callable shall be entitled to charge the Customer at cost for such expenses.
9.9 If the Callable is requested to provide Goods or Services in addition to those set out in the Order, the Callable shall charge the Customer for the provision of such Goods or Services at its prevailing rates.
9.10 All prices or Charges stated or referred to in this Agreement are exclusive of packing, packaging, shipping, carriage and insurance charge, if applicable.
9.11 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which shall be charged in addition at the rate ruling at the tax point.
9.12 All elements of the Charges for Services shall be reviewed by the Callable to be effective at the end of the Minimum Term, and each subsequent anniversary thereof; and:
9.12.1 Any proposed changes in charges will be notified to the Customer in writing not less than ninety days prior to any anniversary.
9.13 Notwithstanding the provisions of clause 9.11, the Callable shall be entitled to increase its charges for any part of the Services if its suppliers increase their charges due to their increased costs:
9.13.1 At any time by providing a Direct Customer not less than twenty eight day’s notice;
9.13.2 At any time by providing a Reseller whose customers are Indirect Customers of the Callable, not less than twenty eight day’s notice.
9.14 The Callable shall be entitled to conduct credit checks in respect of the Customer from time to time.
9.15 The Callable shall be entitled to require that the Customer pays a deposit before the commencement of Services or during the term of this Agreement if the Callable becomes aware of an adverse change to the Customer’s financial standing:
9.15.1 The Callable shall be entitled to apply all or any of the deposit against any unpaid charges at its sole discretion;
9.15.2 Deposits shall not attract interest.
9.16 The Callable shall be entitled to:
9.16.1 Correct a previously raised invoice for a period of twelve months following the date of the invoice; and
9.16.2 Raise an invoice for supply of the Services for a period of twelve months following the Customer's incurring the Charges; and
9.16.3 The provisions of this sub-clause 9.16 shall continue in force for a period of twelve months following termination of this Agreement, howsoever occasioned.
9.17 If the Customer modifies the Order after the Order has been accepted by the Callable, the Callable shall be entitled to charge the Customer for all expenses incurred up to the date of the modification.
9.18 Time is of the essence with regard to payments due under the terms of this Agreement.

LIMITATION OF LIABILITY
10.1 This clause 10 sets out the Callable’s entire financial liability (including any liability for the acts or omissions of its employees, subcontractors, agents and suppliers) to the Customer in respect of:
10.1.1 Any breach of the express or implied terms of this Agreement by the Callable, its employees, subcontractors agents and suppliers;
10.1.2 Any use made by the Customer of the Services;
10.1.3 Any of the Services, their supply or failure or delay in the supply thereof;
10.1.4 Any fraudulent misrepresentation, tortious act or omission (including negligence) arising under or in connection with this Agreement.
Whether arising in contract (including under any indemnity), tort (including negligence), under common law or statutory duty.
10.2 Nothing in this Agreement shall limit the Callable’s liability:
10.2.1 For death or personal injury caused by or arising from the negligence of the Callable, its employees, subcontractors agents or suppliers;
10.2.2 For any damage incurred by the Customer resulting from fraudulent misrepresentation by the Callable, its employees, subcontractors agents or suppliers;
10.2.3 For any breach by the Callable, its employees, subcontractors agents or suppliers of warranties as to title, quiet possession and freedom from encumbrance which may be implied by Section 2 of the Supply of Goods and Services Act 1982;
10.2.4 For losses arising directly whether in contract, tort (including negligence and a breach of statutory duty) or otherwise from the Callable’s breach of Clause 8 of this Agreement where such breach results in the damage to, loss of, illegal Processing of or disclosure of Personal Data;
10.2.5 Any other liability than cannot be excluded or limited by law.
10.3 Notwithstanding any other provision of this Agreement but only subject to sub-clause 10.2, the Callable’s maximum aggregate liability in one calendar year whether in contract, tort (including negligence and breach of statutory duty), misrepresentation restitution or otherwise for any direct loss or damage howsoever caused shall be limited to:
10.3.1 In relation to direct loss of or physical damage to tangible property, £1,000,000;
10.3.2 In relation to direct losses reasonably incurred in any other cases not falling within sub-clause 10.2, the lesser of:
a) The total amount of the charges (including VAT) collected by the Callable in relation to the Services in the twelve month period prior to the date of the event which gave cause to the claim;
b) Twenty thousand pounds.
In respect of any one event or series of connected events, PROVIDED THAT before any such claim is made the Callable is given reasonable opportunity to make good the breach giving rise to such claim.
10.4 Except as expressly set out in this Agreement, all conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise are hereby wholly excluded to the maximum extent permitted by law.
10.5 Subject to any express terms and conditions of this Agreement to the contrary, the Callable shall not be liable in respect of any matter arising out of or in connection with this Agreement in contract, tort (including negligence and breach of a statutory duty), misrepresentation, restitution or otherwise for:
10.5.1 Any direct or indirect loss of Production, time, goodwill, reputation, use, opportunity, revenue, profit, contracts, business, expenditure or anticipated savings;
10.5.2 Any loss or corruption of data or information;
10.5.3 Losses incurred by third parties;
10.5.4 Any indirect, special loss or damage;
10.5.5 Any purely economic losses or punitive damages;
10.5.6 Any loss or damage that could not be reasonably foreseen.
And the Customer hereby waives and releases any claims it might otherwise have to be compensated in respect of such losses (without limitation), even if the Callable has been advised of the possibility of such loss or damages.
10.6 The Callable shall not in any event have any liability for non-provision in the provision of Services which:
10.6.1 Can be reasonably attributed to the acts or omissions of the Customer (including fraud), its employees, agents or subcontractors including provision of complete, accurate information in a timely fashion to the Callable;
10.6.2 Can be reasonably attributed to the un-serviceability, un-suitability, mis-configuration or misuse of the Customer’s equipment which is attached to the Services and is under the control of the Customer;
10.6.3 Arises from or is a consequence of use of the Callable’s Services other than in accordance with the express terms of this Agreement;
10.6.4 Occurs during any period during which the Services have been suspended by the Callable in accordance with clause 12.
10.7 The Callable shall not in any event have any liability for non-provision of services arising from a delay to the RFS Date, howsoever caused.
10.8 The Customer acknowledges and agrees that data transmitted over technology including the public internet, telephony network or any other electronic means cannot be guaranteed to be free from the risk of interception, corruption or loss even if transmitted in an encrypted form, and that the Callable shall not be liable for any losses the Customer may incur resulting from the interception, corruption or loss of such data, and:
10.8.1 The Customer shall be responsible for insuring against loss of or damage to data stored or transmitted via the Services; and
10.8.2 The Customer shall be responsible for adopting such security measures as are appropriate to protect the Customer’s systems.
10.9 The Customer acknowledges and agrees that:
10.9.1 The allocation of risk contained in this clause 10 is reflected in the price charged for the Goods and Services;
10.9.2 The Callable shall not be liable to the Customer in respect of any fraud or otherwise illegal activity perpetrated by the Customer, its employees, agents and subcontractors, nor any third party howsoever occurring;
10.9.3 The Callable shall not be liable for any losses incurred by the Customer or any third party arising out of the Customer’s breach of clause 8 of this Agreement;
10.9.4 The Customer shall be liable for all losses incurred by the Callable arising directly from the Customers breach of clause 8 of this Agreement;
10.9.5 The Customer agrees that the Callable shall not be liable for any losses, costs or damages incurred by third parties resulting from such third party’s use of or reliance upon the Services, whether with or without the permission of the Customer;
10.9.6 Nothing in this clause 10 excludes or limits the Customer’s liability to pay the charges due under the terms of this Agreement;
10.9.7 The Callable shall not be liable for any losses, costs or damages whatsoever under the terms of this Agreement, where proceedings for such losses, costs or damages are begun one year or more after the occurrence of the breach giving rise to the claim.
10.10 If any exclusion in clause 10.5 is held to be invalid or any reason the Callable’s liability for loss or damage that may be lawfully limited shall be limited to the aggregate liability set out in clause 10.3.2.
10.11 The Customer agrees and accepts that the express obligations and warranties made by the Callable in this Agreement are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, (excluding fraudulent misrepresentations) express or implied, statutory or otherwise relating to the Services provided under or in connection with this Agreement, including (though not limited to) those as to the quality, performance and care and skill used in its provision.
10.12 The Customer acknowledges that the Callable’s obligations and liabilities are exhaustively defined in this Agreement.
10.13 The provisions of this clause 10 shall survive the termination of this Agreement, howsoever occasioned for a period of twelve months.

TERMINATION
11.1 This Agreement may be terminated (without prejudice to the terminating party’s other rights and remedies) by written notice to the other party:
11.1.1 Forthwith by the Callable if the Callable’s invoice remains unpaid two Working Days after receipt of written notice from the Callable to do so;
11.1.2 Forthwith by the Callable if that two consecutive direct debit requests are rejected;
11.1.3 Forthwith by either party if the other commits any material breach of any terms of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within thirty days of a written request to remedy the same; or
11.1.4 Forthwith by either party if the other convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act of 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or if the other is unable to pay its debts within the meaning of the Section 123 of the Insolvency Act 1986, or if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or if a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction; or
11.1.5 Forthwith by the Callable in advance of the supply of Services under the terms of this Agreement if the Callable’s supplier declines to accept the Callable’s order for the supply of Services;
11.1.6 Forthwith by either party if the Callable ceases to be authorised by a competent authority to provide the Services;
11.1.7 Forthwith by either party if the other party ceases to trade;
11.1.8 Forthwith by either party if the other party commits a breach which cannot be remedied;
11.1.9 Forthwith by either party if the other party is repeatedly in material breach of this Agreement;
11.1.10 Forthwith if a right of termination arises in the event of Force Majeure;
11.1.11 In accordance with any additional terms of the attached Supplement(s).
11.2 On termination of this Agreement, the Customer shall forthwith return all Rental Equipment and Loan Equipment to the Callable and shall pay all Charges and any applicable Cancellation Charges to the Callable.
11.3 If any Equipment that is the Callable’s property is not returned to the Callable within fourteen days of the date of termination, the Callable shall be entitled to:
11.3.1 Enter into the Customer’s premises to recover the property and charge the Customer any costs reasonably incurred; or
11.3.2 Charge the Customer for the full retail price of the property as at the Commencement Date.
11.4 Any termination of the Agreement (however occasioned) shall not affect any accrued rights, remedies or liabilities of either party. Nor shall it affect the continuance in force of any provision of this Agreement that is expressly or by implication intended to continue in force after such termination.

SUSPENSION OF SERVICES
12.1 the Callable shall be entitled to suspend the provision of the Services in whole or part, without notice (save as where it is reasonably possible to provide prior written notice) or liability to the Customer if:
12.1.1 In the Callable’s reasonable opinion, the Services are being used for activities that are in breach of any acceptable use clause contained in any supplemental terms and conditions attached hereto or any other fraudulent, illegal or wrongful activity, knowingly or otherwise, by the Customer;
12.1.2 In the Callable’s reasonable opinion, the Customer is in material breach of any other provision of this Agreement;
12.1.3 Payments are unpaid within thirty days of the due date;
12.1.4 The Callable is instructed to do so by Government or any other competent authority;
12.1.5 There are critical operational reasons or emergency;
12.1.6 Planned or emergency work is required to systems that underpin the delivery of the Services;
12.1.7 Any consent, wayleave or authority required by the Callable or its supplier is withdrawn, revoked or otherwise ceases to have effect.
12.2 In the event of suspension of Services under the terms of sub-clause 12.1:
12.2.1 Services shall be restored by the Callable during Working Hours when the situation which has given cause to the suspension is resolved by the Customer and the Callable shall be entitled to charge a reinstatement fee as set out in the Tariff;
12.2.2 Suspension of any part of the Services under the terms of this Agreement shall not constitute a termination and the Customer shall continue to pay all of the Callable’s charges in relation to this Agreement during the period of suspension of Services;
12.2.3 If the Customer fails to rectify the situation which has given cause to the suspension within thirty days of the commencement of the suspension, the Callable shall be entitled to terminate the Agreement under the terms of clause 11;
12.2.4 The Callable shall not be liable for any costs, expenses or losses or other liabilities incurred by the Customer as a result of suspension of the Services.
12.3 The Callable is not obliged to suspend services or give notice of suspension prior to exercising its right to terminate this Agreement.

PERFORMANCE AND SERVICE CREDITS
13.1 Service performance targets that are deemed to be Applicable Services are clearly indicated as such in the service level agreement which is set out in the Service Schedule(s) attached to the relevant Supplement(s).
13.2 The Callable commits to ensure that the Applicable Services meet the performance targets set out in the service level agreement.
13.3 If the Callable does not meet its commitment in relation to an Applicable Service, the Customer shall be entitled to claim a Service Credit as set out in the relevant Service Schedule.
13.4 To make a claim for Service Credit, the Customer must notify the Callable within three days of the beginning of the incident that gives rise to the claim.
13.5 The notification of the claim must include:
13.5.1 Customer name and contact;
13.5.2 The start and end time for each incident for which a claim is being made;
13.5.3 Clear and accurate evidence to enable the Callable to confirm the claim for Service Credit.
13.6 Failure to provide the required information as set out in this clause shall invalidate the claim for Service Credit.
13.7 In the event of a claim for a Service Credit, the Callable shall review such claim and determine at its sole discretion whether or not a Service Credit is due.
13.8 The Customer acknowledges and accepts that:
13.8.1 Service levels set out in the Service Schedule(s) are conditional upon the Customer allowing the Callable unrestricted 24/7 access to its site(s) without prior notice in the event of a malfunction or other failure of the Services;
13.8.2 For certain performance measures, Service Credit eligibility will be based solely on the Callable’s own measures of core performance of the Services (acting reasonably and in good faith);
13.8.3 It is technically impractical to provide the Services free from Faults or interruption and the Callable does not give any undertaking to do so. The Customer therefore agrees that Service Credits set out for any Applicable Service shall constitute the Customer’s sole financial remedy for the Callable’s failure to meet any service level targets set out in the Service Schedule(s), and that such financial remedy is full and final satisfaction of the Callable’s liability for such failure;
13.8.4 Eligibility for payment of Service Credits shall be restricted to the Service Component whose performance fails to meet its target. For the avoidance of doubt, Service Credits shall not be payable for the consequential lack of availability or otherwise of Service Components that are reliant upon the serviceability of the Service Component that has failed to meet its performance target.
13.9 If a Service Credit is deemed due, such shall be applied to the Customer’s account within thirty days of the date of the Callable’s determination.
13.10 The payment of Service Credits is subject to the following limitations:
13.10.1 The Customer’s entitlement to claim Service Credits as provided in this Agreement shall be the Customer’s sole and exclusive remedy for any failure by the Callable to provide the Applicable Services according to the Schedule;
13.10.2 Service Credits are non-refundable and non-transferrable and may only be used as credit against future invoices due in respect of the Customer’s usage of the Services under the terms of this Agreement;
13.10.3 The aggregate monetary amount of credits payable by the Callable in any month shall not exceed 20% of the recurring monthly charge (excluding VAT and usage-based charges).
13.11 Service Credits shall not apply following any failure of the Callable to provide the Applicable Services due to:
13.11.1 Incidents outside of the Callable’s reasonable control including force majeure events; or
13.11.2 Law enforcement activity; or
13.11.3 Actions of a third party including denial of service attacks; or
13.11.4 Suspension or termination of Services by the Callable under the Terms of this Agreement; or
13.11.5 Any action or inaction whatsoever by the Customer, its employees, agents or subcontractors in connection with the Applicable Services.
13.11.6 Any incident, action or event that occurs before the RFS Date.
13.12 The Customer shall be ineligible to claim for Service Credits under the terms of this Agreement if:
13.12.1 The Customer is in breach of any part of the Agreement; or
13.12.2 The Services have been suspended or terminated by the Callable under the Terms of this Agreement; or
13.12.3 Invoices issued by the Callable are due to be paid but remain outstanding.
13.12.4 Notice to terminate this Agreement has been served by either party and acknowledged by the other; or
13.12.5 The Customer has been served notice to remedy a breach of these terms and conditions and such remedy remains un-discharged.

INTELLECTUAL PROPERTY RIGHTS
14.1 All Intellectual Property in the Equipment and associated documentation owned or used by the Callable, its subcontractors, agents or suppliers ('Owners') in the performance of this Agreement shall be and will remain vested in the Owners except as expressly provided in this Agreement, the Customer shall not acquire any rights, title or interest in or to any Intellectual Property owned by the Owners. To the extent to which it is entitled, the Callable grants to the Customer a royalty-free, non-exclusive, revocable, non-transferable licence to use all such Intellectual Property as is required to use the Services in accordance with the terms of this Agreement, until this Agreement is terminated or expires.
14.2 The Callable shall if applicable acquire for the Customer (a) non-exclusive, non-transferable, royalty-free licence(s) to use the Software and associated documentation set out in the Schedule attached to the relevant Supplement(s) for the purposes of using the Services for the term of the relevant Supplement(s).
14.3 The Customer hereby undertakes to protect and keep confidential all Software and associated documentation and, except to the extent and in the circumstances expressly permitted by the Callable in accordance with Section 50B of the Copyright Designs and Patents Act 1988, the Customer hereby undertakes that it shall make no attempt to examine, copy, alter, reverse engineer, dissemble or tamper with such Software.
14.4 In the event of the Customer’s breach of sub-clause 14.3, the Customer undertakes to:
14.4.1 Immediately notify the Callable of the breach;
14.4.2 Take reasonable steps to remedy the breach within forty eight hours of having become aware of the breach.
14.5 All Intellectual Property owned or used by the Customer and/or its subcontractors, agents and suppliers (‘Customer Owners’) pursuant to this Agreement shall be and will remain vested in Customer Owners and except as expressly provided in this Agreement, the Callable shall not acquire any rights, title or interest in or to any Intellectual Property owned by Customer Owners.
14.6 The Customer shall indemnify the Callable in respect of all losses, damages, costs or expenses and other liabilities (including reasonable legal fees) arising from any and all claims from third parties relating to the Customer’s infringement of or non-compliance with any third party licences or other end user terms applicable to the use of any Software, images or other data, either by the Customer and/or its employees, subcontractors, agents or customers. The Callable shall:
14.6.1 If the Callable, rather than the Customer becomes aware of such a claim, promptly notify the Customer in writing of any such claim with full details of the claim;
14.6.2 Promptly provide the Customer and its advisers with all information and assistance that they may reasonable require, at the Customer’s cost;
14.6.3 Allow the Customer (at its request) to use its chosen advisers and to have the exclusive conduct of all negotiations and proceedings (to include for the recovery of costs of the Callable) and provide the Customer with such reasonable assistance required by the Customer, regarding the claim; and
14.6.4 Not, without the consent of the Customer, make an admission relating to the claim.
14.6.5 Promptly take any action and give any information and assistance as the Customer may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against a third party's rights in relation to the matter.
14.7 the Callable shall indemnify the Customer and keep the Customer indemnified against all losses, damages, costs or expenses and other liabilities (including reasonable legal fees) arising from an Intellectual Property rights claim (‘IPR Claim’) by the Owner of Equipment or Software supplied by the Callable under the terms of this Agreement, provided that the Customer shall:
14.7.1 If the Customer, rather than the Callable becomes aware of such a claim, promptly notify the Callable in writing of any IPR Claim with full details of the IPR Claim;
14.7.2 Promptly provide the Callable and its advisors reasonable access to premises and personnel and to all relevant assets, accounts, documents and records that it possesses or controls (with the right to take copies) for the purposes of investigating the matter and enabling the Callable to take the action referred to in this sub-clause 14.7;
14.7.3 Allow the Callable to use its chosen advisors and to have the exclusive conduct of all negotiations and proceedings (to include for the recovery of costs of the Customer) and provide the Callable with such reasonable assistance required by the Callable, regarding the IPR Claim;
14.7.4 Not, without the consent of the Callable, make any admission relating to the IPR Claim;
14.7.5 Promptly take any action and give any information and assistance as the Callable may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against a third party's rights in relation to the matter.
14.8 In the event of an IPR Claim arising from Equipment or Software provided by the Callable to facilitate the use of the Services, the Customer acknowledges that the Callable may, at its discretion and cost, licence to the Customer or procure a licence to the Customer of an alternative item and/or modify or procure the modification of the infringing item in each case provided that (i) this resolves the original IPR Claim, (ii) it does not give rise to another IPR Claim; (iii) is of no extra cost to the Customer and (iv) it does not materially affect the performance of the Services.
14.9 The provisions of clauses 14.6 and 14.7 shall not apply to the extent that such a claim is due to the negligence of that party against whom the claim has been made, or its customers or their respective officers, employees or agents.
14.10 Both the Customer and the Callable shall have a duty to mitigate any loss which it may incur as a result of a matter giving rise to a right of indemnification under this clause.
14.11 The Callable acknowledges that Customer Data is and shall remain the property of the Customer and the Customer reserves all IPRs which may at any time subsist in the Customer Data. To the extent that any Customer Data vest in the Callable by operation of law, such IPRs shall be assigned by the Callable to the Customer immediately on the creation of such Customer Data.
14.12 The Callable shall:
14.12.1 Not alter, store, copy, disclose or use Customer Data other than in strict accordance with this Agreement;
14.12.2 Preserve, so far as possible, the integrity of Customer Data and prevent any loss, disclosure, theft, manipulation or interception of Customer Data and shall advise the Customer immediately in the event thereof.
14.13 To the extent that any Customer Data is held or Processed by the Callable, the Callable shall return such Customer Data to the Customer as may be requested from time to time.
14.14 The Customer shall indemnify and hold the Callable harmless against all IPR claims, costs, losses and damages arising out of IPR infringement in respect of Customer Data.

MISCELLANEOUS
15.1 The Callable may recommend that another party carries out work, supplies goods, software or services to the Customer. The Customer shall not be obliged to engage any such recommended party and shall not be prejudiced in any way should it choose not to do so. However, if it does engage any such recommended party, the Callable does not guarantee the work, goods, software or services unless it has been negligent in making the recommendation.
15.2 In the case where the Callable provides goods or software originally manufactured or developed by third parties it passes on statements or representations in good faith but doesn’t verify them or guarantee their accuracy.
15.3 the Callable cannot accept responsibility for any statements or representations unless such are made in writing.
15.4 If Goods or Services are provided to the Customer at a reduced or no charge for a trial period, the Callable shall commence charging for the provision of the Goods and/or Services at the price agreed between the parties prior to the commencement of the trial period, from the end of the trial period unless the Customer serves thirty day’s notice to terminate this Agreement at the end of the trial period; and
15.4.1 The Minimum Term shall be deemed to commence at the end of the trial period.
15.5 The signing by the Callable of any of the Customer's documentation shall not imply any modification to this Agreement.
15.6 For the purpose of this Agreement, communications made between the Callable and the Customer by electronic mail shall be regarded as made in writing and signed by the party sending the electronic mail, save for the serving of notices under the terms of this Agreement, which is subject to the provisions of clause 26.
15.7 The Callable shall be entitled to correct any clerical or typographical error made by its employees at any time.
15.8 If the Callable sells, loans or rents Equipment to the Customer to enable the delivery of the Services, the Equipment will be provided under the terms of the Callable’s Supplemental terms for the Sale, Rental or Loan of Equipment, attached hereto.
15.9 The parties agree to comply with the provisions of the Bribery Act 2010; and
15.9.1 Maintain such processes and procedures to ensure compliance therewith; and
15.9.2 Promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of this Agreement.

THIRD PARTY RIGHTS
Save as expressly stated, these terms and conditions do not confer any rights on third parties as provided for under the Contracts (Rights of Third Parties) Act of 1999 and it is not the intention of the parties to this Agreement to confer such rights.

GOVERNING LAW
This Agreement and the rights and obligations of the parties hereto shall be governed by the laws of England and both parties hereby agree to submit to the exclusive jurisdiction of the English courts and if this Agreement is translated into any other language, the English Language version shall prevail.

DISPUTE RESOLUTION
18.1 If the Customer is not satisfied with any aspect of the delivery of the Services, in the first instance the Customer should make a complaint to the Callable using the procedure set out in the Schedule to the applicable Supplement.
18.2 The parties to this Agreement will attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement promptly through negotiations between the respective senior executives of the parties who have authority to settle the same.
18.3 Except in the case of disputes arising from non-payment of invoices which are deemed accepted by the Customer:
18.3.1 If the dispute is not resolved through negotiation within ten Working Days, the parties will attempt in good faith to resolve the dispute through mediation by the Communications Ombudsman
18.3.2 Neither party may commence any court proceedings in relation to any dispute arising out of this Agreement except those excluded in clause 18.3 until they have attempted to settle said dispute by mediation and that mediation has terminated;
18.3.3 The fees and the costs of such mediation or arbitration shall be borne equally by the parties.
18.4 Nothing in this clause 18 shall prevent either party from:
18.4.1 Referring the dispute to the appropriate regulatory authority in accordance with any right either party may have to request a determination;
18.4.2 Exercising any remedies or rights that may be available in respect of any breach of this Agreement.

FORCE MAJEURE
19.1 Subject always to the provisions of this clause 19, neither party shall in any circumstance be liable to the other for any loss of any kind whatsoever including any damages whether directly or indirectly caused or incurred by reason of any delay or failure in the performance of its obligations hereunder which is due to Force Majeure.
19.2 If either party becomes aware of circumstances of Force Majeure which prevent or are likely to prevent its performance of any obligations under the terms of this Agreement, it shall:
19.2.1 Notify the other in writing as soon as reasonably possible and in any case within five Working Days of the onset of such Force Majeure, specifying its nature and extent of the circumstances;
19.2.2 Use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under the Agreement; and
19.2.3 Notify the other party as soon as the Force Majeure event has ceased to affect performance of the agreement and resume performance of its obligations as soon as reasonably possible..
19.3 If either party is unable to perform its obligations due to Force Majeure, the other party shall be released to an equivalent extent from its obligations relating thereto, including making payment for affected Services.
19.4 If either party is unable to perform its obligations due to Force Majeure for a period exceeding two months, the other party shall be entitled to terminate this Agreement by giving notice in writing, in which case neither party shall have any liability to the other except rights and liabilities which accrued prior to such termination shall continue to subsist.
19.5 For the avoidance of doubt:
19.5.1 the Callable acknowledges and agrees that any default of any of its subcontractors, suppliers or agents shall not constitute a Force Majeure event and such default shall not excuse the Callable from the performance of its obligations under this Agreement; and
19.5.2 During the period of any Force Majeure event, the Customer shall be entitled to engage an alternative supplier to provide a replacement to the Services.

ADVERTISING
Neither party shall be entitled to use any trademark or trade name of the other, refer to the other, this Agreement or the Services to be rendered hereunder, either directly or indirectly, in connection with any promotion or publication without the prior, written consent of the other (such consent not to be unreasonably withheld or delayed).

ASSIGNMENT
21.1 The Callable shall be entitled to subcontract all or any part of the Services on notice to, but not requiring the consent of, the Customer. Such assignment will not relieve the Callable of any of its obligations under this Agreement.
21.2 The Callable shall be entitled to:
21.2.1 Assign the benefit of this Agreement, such assignment shall not relieve the Callable of any of its obligations under this Agreement; or
21.2.2 Assign the benefit and burden of this Agreement to an affiliated body or third party in the event of a sale of all or substantially all of its assets on notice to, but not requiring the consent of, the Customer.
21.2.3 Notwithstanding the provisions of Clauses 7 and 8, disclose to a proposed assignee any information in its possession that relates to this Agreement for the purposes of the proposed assignment.
21.3 The Customer shall not be entitled to assign the benefit or burden of this Agreement without the prior written consent of the Callable (such consent not to be unreasonably withheld or delayed).
21.4 Either party shall be entitled to assign the benefit or burden of this Agreement to members of its Group.

VARIATION
22.1 If the Customer requests a change to the Services or Goods provided under the terms of this Agreement, such request shall be made in writing and will not be deemed accepted until acknowledged and agreed in writing by the Callable; and
22.1.1 If the Callable fails to accept such change, such failure shall not affect the provision of any foregoing Services.
22.2 Subject to the provisions of sub-clause 22.3, the Callable shall be entitled to change the terms of this Agreement by giving the Customer not less than one month’s notice, in order to:
22.2.1 Comply with legal or regulatory obligations;
22.2.2 Maintain the security and integrity of the Services;
22.2.3 Improve or clarify the Agreement;
22.2.4 Reflect contractual changes imposed by its suppliers;
22.2.5 Protect the use of Intellectual Property;
22.2.6 Add, change or withdraw Services or service levels.
22.3 If the Callable makes any change to the terms of this Agreement other than those listed in clause 22.2 and such change results in material adverse effect, which for the avoidance of doubt does not include price changes the Customer shall be entitled to terminate this Agreement by giving one month’s notice without incurring Cancellation Charges, PROVIDED THAT such notice is given within fourteen days of the variation being made; and
22.3.1 If notice is not given by the Customer within fourteen days of the notification of the variation, the variation shall be deemed agreed by both parties.
22.4 No modification, amendment or other variation to this Agreement shall affect the rights of either party accrued prior to the date of the variation.
22.5 No modification, amendment or other variation to this Agreement made by the Customer shall be valid unless agreed in writing and signed by both parties.

STAFF
23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public.
23.2 Nothing in this Agreement or the Callable’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement.
23.3 The Callable shall, at its sole discretion determine the allocation of its personnel in furnishing the Services.
23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by the Callable; and
23.4.1 Both parties agree to indemnify the other and keep the other indemnified against any liabilities arising out of or in connection with any claim or decision by a Court or Tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations;
23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment.
23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.3.2.

WAIVER
24.1 No forbearance, delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them.
24.2 Any single or any partial exercise of any such powers or rights or remedies shall not preclude any other or further exercise of them.
24.3 Any waiver to be effected must be agreed in writing and shall:
24.3.1 Be confined to the specific circumstances in which it is given;
24.3.2 Not affect any other enforcement of the same or any other right;
24.3.3 Unless expressly stated, be revocable at any time (in writing).

SEVERABILITY
If any part of this Agreement is found by any competent jurisdiction to be invalid, unlawful or unenforceable then such part will be severed from this Agreement. The remainder of this Agreement will continue to be valid and enforceable to the full extent permitted by law.

NOTICES
26.1 Any notice to be given hereunder shall be delivered or sent by recorded delivery first class post addressed to the Callable secretary at the address of the other party set out in this Agreement and shall be deemed to have been received by the addressee within two Working Days of sending.
26.2 Notices shall not be deemed validly served if sent only by email or fax
26.3 For the avoidance of doubt, day-to-day operational matters excluding formal notifications (including notices to terminate) may be communicated by fax or email.
26.4 Either party may at any time notify the other of a change of address or person for the purpose of the serving of notices under the terms of this Agreement, subject to the terms of this clause 26.

ENTIRE AGREEMENT
27.1 This Agreement contains the entire agreement between the parties and supersedes any previous agreement between the parties, including understandings, commitments, agreements, draft agreements oral or written, and terms and conditions attached to the Customer's purchase order.
27.2 The parties acknowledge and agree that:
27.2.1 The parties have not been induced to enter into this Agreement by, nor have relied on any statement, representation, promise, inducement or any other assurance not set forth herein;
27.2.2 Except for fraudulent misrepresentations, the parties shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth herein;
27.2.3 The Callable and the Customer have the power to enter into, exercise its rights under and perform and comply with its obligations under the terms of this Agreement.
27.3 Unless expressly stated to the contrary, general guidance documents including user manuals, handbooks or marketing collateral supplied by the Callable shall not form part of this Agreement.
27.4 The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

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SIP Services Summplemental Schedule

The Services set out in this Supplement shall be supplied by Callable to the Reseller on the terms and conditions set out in Callable’s General Terms and Conditions and the terms and conditions of this Supplement. All definitions set out in the General Terms and Conditions shall, unless otherwise specified below, have the same meaning when used in this Supplement.

SUPPLEMENTARY DEFINITIONS
1.1 ‘Line’ means connection that is provided to the Reseller by Callable under the terms of this Agreement.
1.2 ‘Call’ means a signal, message or communication that is silent, spoken or visual on a Line that provided to the Reseller by Callable under the terms of this Agreement.
1.3 ‘Service Limitations’ means the Service Limitations set out in the Order.
1.4 ‘Company’
1.5 ‘Customer Premises Equipment’ (‘CPE’) means network equipment provided by Callable which shall be located at the Reseller’s premises, including, but not limited to network terminating equipment, routers and media gateways.
1.6 ‘Telephony Services’ means SIP Trunking-based telephony services, as set out in the Schedule.
1.7 ‘Telephony Equipment’ means routers, private branch exchanges and telephone handsets, which for the avoidance of doubt, shall not be provided under the terms of this Agreement
1.8 ‘Toll Fraud’ means a crime where a third party obtains telecommunications services illegally, including but not limited to breaching network security and accessing private branch exchange services or using or selling long distance credit card codes.
1.9 ‘Fraud Alert Service’ means the service provided by Callable to monitor Call volumes and profiles and to alert Reseller in the event of potentially fraudulent activity.
1.10 ‘Core Network’ means the communications equipment and communication lines and circuits provided by Callable excluding the Access Services, the Public Internet and the Customer Premises Equipment, for the provision of the Telephony Services.
1.11 ‘Access Services’ means the physical connection between the Reseller’s site and the Core Network, which for the avoidance of doubt, are not provided under the terms of this Supplement.
1.12 ‘SIP Trunking Platform’ means Callable’s Core Network-located gateway which provides routing for Calls.
1.13 ‘Exchange’ means the local point of presence in the Core Network.
1.14 ‘LAN’ means local area network situated at the Reseller’s site(s) and under the control of the Reseller.
1.15 ‘PBX’ means private branch exchange situated at the Reseller’s site(s) and under the control of the Reseller.
1.16 ‘Public Internet’ means the worldwide network that the Core Network is connected to at an internet-exchange point of presence.
1.17 ‘PSTN Line’ means an analogue telephone Line that is connected to the public switched telephony network via the local loop.
1.18 ‘Calling Line Identity’ (‘CLI’) means the identity allocated to the originating Call.
1.19 ‘Planned Maintenance’ means any period of maintenance for which Callable has provided prior notice, as set out in the attached Service Schedule.
1.20 ‘Emergency Maintenance’ means any period of maintenance for which, due to reasons beyond its reasonable control, Callable is unable to provide prior notice of.
1.21 ‘Communications Act’ means the Communications Act 2003 as amended by the Digital Economy Act 2010 and all other re-enactments.
1.22 ‘General Conditions’ means the General Conditions of Entitlement set by Ofcom pursuant to its powers under the Communications Act.
1.23 ‘Special Condition’ means any special conditions imposed by Ofcom pursuant to its powers under the Communications Act.
1.24 ‘End User’ means a user of the Services subscribed to by the Reseller or Reseller’s Customer.
1.25 ‘Emergency Call’ means a Call made to either ‘999’ or ‘112’.
1.26 ‘Emergency Services Organisation’ means emergency service organisation including police, fire brigade and ambulance service.
1.27 ‘Ofcom’ means the Office of Communications or any competent successor.
1.28 ‘Regulator’ means Ofcom or the organisation to which Ofcom has delegated its responsibility for the regulation of premium rate services, or any competent successor thereof.
1.29 ‘Number Translation Services’ (‘NTS’) means the service to provide non-geographic numbers.
1.30 ‘Subscriber Number’ means the number(s) allocated by Callable for use by the Reseller.

TERM
2.1 This Agreement will be effective from the Commencement Date and shall run until the RFS Date (the ‘Run-Up Period’) and following the RFS Date for the Minimum Term as set out in the Order.
2.2 This Agreement shall continue to run (‘Additional Term(s)’) after the expiry of the Minimum Term. The duration of the Additional Term shall be the same as the Minimum Term. Callable shall, not less than ninety days prior to the end of the Minimum Term or any Additional Term thereafter, notify the Reseller of changes to charges and any other changes to the terms of this Agreement. In the event that:
2.2.1 The Reseller serves notice to terminate this Agreement in accordance with clause 9 hereof, this Agreement shall terminate at the end of the Minimum Term or Additional Term thereafter;
2.2.2 The Reseller notifies Callable of acceptance of changes, the Agreement shall continue in force for an Additional Term;
2.2.3 The Reseller fails to notify Callable of acceptance of changes and fails to serve notice to terminate, such failures to notify Callable shall imply that the changes have been accepted and the Agreement shall continue in force for an Additional Term.

PROVISION OF SERVICES
3.1 The Services comprise Telephony Services as set out in the Order and described in the attached Service Schedule. Callable shall use reasonable endeavours to provide the Services twenty-four hours per day, subject to the limitations expressed in this Agreement.
3.2 Callable shall use reasonable endeavours to provide each of the Services set out in the Order to the Reseller, subject to acceptance of the Reseller’s Order, from the RFS Date. During the Run-Up Period, Callable shall carry out the necessary pre-service provision activities and agreement of the RFS Date with the Reseller.
3.3 The Services provided shall include those of the following as set out in the Order:
3.3.1 The provision of SIP Trunking Telephony Services(s);
3.3.2 The provision of Subscriber Numbers and directory entries as specified by the Reseller;
3.3.3 The porting of existing geographic numbers (subject to the existence of appropriate porting agreements), and subject to Callable’s Number Management Policy;
3.3.4 The provision of services to enable the Reseller to make and receive Calls via the SIP Trunking Platform, the Public Internet and the PSTN;
3.3.5 The provision of Number Translation Services;

3.4 During the term of this Agreement, Callable shall be entitled to:
3.4.1 Change the technical specification of the Telephony Services for operational reasons, statutory or regulatory requirements PROVIDED THAT such changes do not materially adversely affect the quality or performance of the Telephony Services;
3.4.2 Make alterations to the Telephony Services (including, but not limited to, conversions, shifts, renumbers and reconfigurations). Such alterations may result in temporary disruption to the Telephony Services and Callable will use reasonable endeavours to minimise such disruption and will provide as much notice as possible.
3.4.3 Monitor the profile of Calls made and received using the Telephony Services for potential fraudulent or bad faith use and if in Callable’s reasonable opinion, such Calls are adversely affecting the Telephony Services, may suspend the provision of the Telephony Services.
3.5 In addition to its obligations set out the Reseller Terms and Conditions attached hereto, Callable also warrants that it and its suppliers shall comply with the General Conditions and any Special Condition applicable under the terms of the Communications Act.
3.6 Callable cannot guarantee and does not warrant that the Telephony Services will be free from interruptions, including but not limited to interruption of the Telephony Services for operational reasons, interruption of the Telephony Services for emergency reasons or degradation of the quality of the Telephony Services.

ACCEPTABLE USE
4.1 The Reseller agrees to use the Services in accordance with the provisions of this Agreement, any relevant service literature and all other reasonable instructions issued by Callable from time to time.
4.2 The Reseller agrees to ensure that the Telephony Services are not used by its End Users to:
4.2.1 Make abusive, defamatory, obscene, indecent, menacing, disruptive, nuisance or hoax Calls, email or other communications;
4.2.2 Send or knowingly receive Calls, emails, uploads or other communications in breach of the rights of third parties, including but not limited to those of quiet enjoyment, privacy and copyright;
4.2.3 Send or knowingly receive material that is abusive, defamatory, obscene, indecent, menacing or disruptive;
4.2.4 Send or knowingly receive data in such a way or amount so as to adversely affect the Core Network or SIP Trunking Platform (or any part thereof) which underpins the Services, its suppliers or third parties;
4.2.5 Carry out any fraudulent, criminal or otherwise illegal activity, including but not limited to Artificial Inflation of Traffic;
4.2.6 Enable any other party or service provider to route Calls, emails or other communications through Callable’s Core Network or SIP Trunking Platform;
4.2.7 Obtain access to restricted areas of the Core Network;
4.2.8 In any manner which in Callable’s reasonable opinion brings Callable’s name into disrepute;
4.2.9 Engage in conduct which amounts to improper or persistent misuse of a public telecommunications network or service within the meaning of sections 127 and 128 of the Communications Act;
4.2.10 Knowingly make available or upload file that contain viruses, malware or otherwise corrupt data;
4.2.11 Falsify true ownership of software or data contained in a file that the Reseller or End User makes available via the Telephony Services;
4.2.12 Falsify user information or forge addresses;
4.2.13 Act in any way which threatens the security or integrity of any computer system;
4.2.14 Violate general standards of internet use, including but not limited to denial of service attacks, web page defacement and port or number scanning.

RESELLER’S OBLIGATIONS
During the term of this Agreement, the Reseller shall:
5.1 Pay all additional charges levied by Callable, including but not limited to those arising from Call charges incurred by the Reseller:
5.1.1 The Reseller undertakes to pay all Call Charges including those incurred by unauthorised access to or use of the Telephony Services, including but not limited to use of unbarred premium rate numbers and rogue diallers.
5.2 Not route Calls via an alternative supplier. It is a condition of this Agreement that the Reseller shall route all Calls through Callable’s SIP Trunking Platform and if the Reseller intentionally breaches or permits the Reseller’s Customer to breach this condition, Callable shall be entitled to:
5.2.1 Terminate the Agreement and recover all costs and damages; and / or
5.2.2 Recover from the Reseller, by way of liquidated damages the loss of revenue suffered by Callable, as reasonably estimated by Callable.
5.3 Ensure that adequate resilience is in place in the event of a power failure, including, but not limited to having the means to make emergency calls.
5.4 Ensure that all reasonable measures to minimise Toll Fraud are made, as set out in clause 12 hereof.
5.5 If the Reseller has subscribed to Call Recording services, the Reseller shall ensure full compliance with the statutory requirements for the use of such service.
5.6 If Callable receives notification of a copyright infringement report, a request to provide a copyright infringement list, an order to impose a technical restriction or any other notice, request or order made under the Communications Act, the Reseller will do everything reasonably required by Callable to ensure that Callable will be in compliance with their respective obligations under the provisions of the Communications Act and any code adopted by Ofcom in respect of the provision of the Services.
5.7 Agree that in all instances where it attaches Equipment to the Telephony Services that such Equipment shall be technically compatible and conforms to the relevant standard or approval for the time being designated under the Communications Act, the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000 or any instruction issued by Callable in relation thereto.
5.8 Accept that if it attaches Equipment that does not comply with the provisions of sub-clause 5.8 and such Equipment in the reasonable opinion of Callable is causing disruption to the Telephony Services, Callable shall be entitled to suspend the provision of the Telephony Services forthwith.
5.9 Provide a LAN at each Reseller site, the performance of which conforms to the requirements for delivery of the Telephony Services, as set out in the Annex to the attached Service Schedule.
5.10 Not copy, reverse engineer or modify any software or copy any manuals or documentation provided by Callable under the terms of this Agreement.
5.11 Co-operate reasonably with Callable’s supplier if the supplier directly contacts the Reseller to make or change appointments or to request information in respect of an installation or Fault.
5.12 If the Reseller subscribes to a service that provides music on hold and the Reseller uploads music files, the Reseller agrees to obtain all necessary licences and permissions as may be required and indemnifies Callable against any and all claims that may be brought against Callable resulting from the use of such music files.
5.13 Comply with all applicable laws and regulations, including, but not limited to data protection and voice over IP and codes of conduct, including but not limited to those issued by Ofcom or the Regulator.
5.14 If the Reseller elects to configure the Telephony Equipment to present the Calling Line Identity when an outgoing Call is made, the Reseller shall:
5.14.1 Ensure that the CLI is of a national significant format, is allocated to the Reseller and that the Reseller possess all necessary permissions in respect of the Line;
5.14.2 Ensure that if the CLI is not allocated to the Reseller, the Reseller possesses current written consent for its use by the allocated owner and if such consent is revoked, immediately notify Callable;
5.14.3 Ensure that under the terms of the CLI code of practice, the CLI presented is allocated to the Reseller, is in use, connected to a terminal and is capable of receiving Calls;
5.14.4 Ensure that the functionality is used in accordance with any other provisions of the CLI guidelines published by the Regulator from time to time, and expressly the CLI shall not be:
a) A premium rate number prefixed 09;
b) A number that connects to a revenue sharing number that generates excessive or unexpected Call charges.
5.15 If the Reseller uses auto-diallers to make Calls via the Telephony Equipment, the Reseller agrees to comply with the Privacy and Electronic Communications Regulations and guidelines issued by the Regulator from time to time.
5.16 Acknowledge that Callable shall be entitled to suspend or terminate the Services forthwith if the Reseller breaches the terms of sub-clauses 5.2, 5.5. 5.8. 5.12, 5.14 and 5.15 and hereby indemnifies Callable against any claims arising from such breach.

CALLABLE’S OBLIGATIONS
During the term of this Agreement, and subject to the performance by the Reseller of its obligations hereunder, Callable shall:
6.1 Provide the Services set out in this Agreement, subject to any Service Limitations set out in the Order and Schedule.
6.2 Provide to the Reseller with copies of documentation required to assist its use of the Telephony Services and access to where such documentation exists only on a web interface.
6.3 Respond to Fault reports made by the Reseller and make reasonable endeavours to resolve any Fault that occurs within the Telephony Services or is directly caused by Callable, its employees, agents, subcontractors or suppliers.
6.4 Make reasonable endeavours to provide the Telephony Services by the RFS Date, but shall have no liability in the event of failure to do so.
6.5 Make reasonable endeavours to provide reasonable notice of any bona fide restriction which, for operational reasons Callable may place on the Telephony Services.
6.6 Comply with the Reseller’s requirements regarding telephone directory listing, as set out in the Order.
6.7 Subject to the appropriate number porting agreements being in place, make reasonable endeavours to comply with the Reseller’s requests for number porting and sub-allocation.

INDEMNITIES
7.1 The Reseller agrees to indemnify, defend and hold harmless Callable from and against any liabilities, actions, losses damages, judgements, costs, fines, claims or expenses incurred by Callable or legal proceedings which are brought or threatened against Callable by a third party in the event of:
7.1.1 Faults in the Telephony Services;
7.1.2 The Reseller being or having been in breach of clause 4 or sub-clauses 5.5, 5.8, 5.12, 5.14, and 5.15 hereof;
7.1.3 Any fraud except by Callable;
7.1.4 The Reseller not having given permission for Callable, its subcontractor or supplier to carry out work at the Reseller’s site.
7.2 If Callable becomes aware of any claim as set out in sub-clause 7.1 it shall:
7.2.1 As soon as reasonably practical, notify the Reseller of such claim;
7.2.2 Make no admission relating to such claim or legal proceedings without agreement of the Reseller, such agreement not to be unreasonably delayed or withheld;
7.2.3 Consult with the Reseller regarding the conduct of any action and have due regard for the Reseller’s representations and not agree any settlement, legal proceedings or make any payment by way of liquidated damages without the prior written agreement of the Reseller, such agreement not to be unreasonably delayed or withheld.
7.3 Subject to the limitations in Clause 10 of the Reseller Terms and Conditions, each party (the first party) to this Agreement will fully indemnify and hold harmless the other from any claim or liability whatsoever from a third party arising directly or indirectly from the failure of one of the first parties to obtain or maintain any of the licences, approvals, authorisations or consents as set out in sub-clauses 5.2 and 6.7 of the Reseller Terms and Conditions.
7.4 Callable will indemnify the Reseller against all claims and proceedings arising from infringement of any intellectual property rights by reason of Callable’s provision of the Services to the Reseller, PROVIDED always that such claims or proceedings are not caused by the Reseller:
7.4.1 Using the Telephony Services in conjunction with other Equipment or software or any other service not approved by Callable;
7.4.2 Modifying or altering any Equipment or configuration thereof without the prior written consent of Callable;
7.4.3 Using the Telephony Services otherwise than in accordance with the terms of this Agreement.

GENERAL
8.1 The Reseller acknowledges that title to the Subscriber Numbers supplied under the terms of this Agreement shall at all times be retained by Callable and the Reseller agrees to procure in its contracts with its customers that its customer(s) shall not to sell, transfer or otherwise re-allocate the numbers to a third party.
8.2 Upon written notice given by Callable’s supplier, Callable’s rights and obligations, including all accrued rights and obligations, shall be assigned and transferred to the supplier or to its nominee.
8.3 Callable has no control over the data delivered to the Reseller over the Lines provided by Callable and therefore cannot accept liability for loss or damage caused by malicious data including, but not limited to viruses, Trojan horses or spam.
8.4 If an appointment is made with the Reseller for a visit to site and that at the appointed time Callable is unable to access the Reseller’s site, or the appointment is otherwise broken by the Reseller, Callable shall be entitled to charge the Reseller at the rate set out in the Tariff.
8.5 If Callable carries out work in response to a Fault reported by the Reseller and Callable subsequently determines that such Fault either was not present or was caused by an act or omission of the Reseller, Callable shall be entitled to charge the Reseller at the rate set out in the Tariff.
8.6 Callable shall not be responsible for the programming, configuration or management of any Customer Premises Equipment that has not been provided by Callable.
8.7 Callable may at its sole discretion implement traffic management measures, which may include, but are not limited to bandwidth restrictions on heavy users of contended services, with the purpose of maintaining the quality of service of the wider group of users of the Telephony Services.

TERMINATION
9.1 In addition to the provisions of Clause 11 of the Reseller Terms and Conditions, this Agreement may also be terminated:
9.1.1 By either party by giving the other not less than ninety days’ notice in writing to terminate at the end of the Minimum Term or at the end of any Additional Term thereafter;
9.1.2 By the Reseller by giving twenty one days’ notice in writing if Callable makes changes to the terms of this Agreement which are materially disadvantageous to the Reseller (for the avoidance of doubt, not including changes to charges) PROVIDED THAT such notice is given within twenty eight days of the effective date of the change(s).
9.1.3 Forthwith by either party during the Run-Up Period if Callable discovers technical issues including location of the Reseller’s site, which prevent it from being able to provide the Services or part thereof;
9.1.4 By Callable if its supplier ceases to provide the Services.
9.2 In the event of termination of this agreement, howsoever occasioned, the Reseller shall be responsible for:
9.2.1 Arranging for services to be provided by an alternative supplier; and
9.2.2 Payment of any charges due to Callable arising from the Reseller’s failure to arrange for services to be provided by an alternative supplier.
9.3 On termination, all Subscriber Numbers allocated to the Reseller under the terms of this Agreement shall be transferred to Callable and subject to the appropriate number porting agreements are in place, may be transferrable to the Reseller’s new supplier.

CHARGES AND PAYMENT
10.1 In general, invoices for installation and setup, including number porting and sub allocation, shall be raised by Callable immediately following the Commencement Date, invoices for fixed periodic charges shall be raised in advance of the relevant period and invoices for all Call Charges, whether made with the authorisation of the Reseller or not and any other incurred charges, during the relevant period shall be raised in arrears. The invoicing period is set out in the Order.
10.2 Callable shall commence charging for the Telephony Services from the RFS Date, regardless of the date on which the Reseller commences use of the Telephony Services. If the RFS Date does not correspond with Callable’s invoicing period as set out in the Order, Callable shall charge the Reseller at a pro-rata rate for the first invoicing period.
10.3 Except in the case of demonstrable error, all charges will be calculated in accordance with data collected by or on behalf of Callable.
10.4 Charging for a Call shall commence from when an answer signal is received and cease when a release signal is received.
10.5 Call charges are based on number of seconds duration, rounded up. Call charges are set out in the Order and Tariff.
10.6 Calls made by the Reseller to numbers prefixed 0800, 0808, 03 and 0500 will be free of charge.
10.7 The Reseller acknowledges that the prices quoted in Callable’s literature and on the Order are estimates based on the rates prevailing at the time the Order is placed and as such are subject to change and the rate charged will be the rate in force at the RFS Date.
10.8 The Reseller acknowledges that the charges for the Minimum Term are calculated by Callable in consideration inter alia of the setup costs to be incurred by Callable and the length of the Minimum Term offered.
10.9 The Reseller agrees that the Reseller shall be liable for termination charges, which shall be paid by way liquidated damages in the event that:
10.9.1 The Reseller terminates this Agreement at convenience prior to the end of the Minimum Term or Callable terminates this Agreement prior to the end of the Minimum Term by reason of the Reseller’s un-remedied breach of the terms of this Agreement, the Reseller shall be liable for:
a) Payment of all outstanding installation charges, including repayment of any discount that may have been applied;
b) Payment of all Services charges and Equipment rental charges due up to the end of the Minimum Term.
10.9.2 The Reseller terminates this Agreement at convenience prior to the end of any Additional Term or Callable terminates this Agreement prior to the end of any Additional Term by reason of the Reseller’s un-remedied breach of this Agreement, the Reseller shall be liable for payment of all Services charges and Equipment rental charges due to the end of the current Additional Term;
10.10 The Reseller shall not be liable for termination charges if this Agreement is terminated by:
10.10.1 The Reseller at the end of the Minimum Term or end of any Additional Term PROVIDED THAT the Reseller properly serves written notice to terminate, in accordance with Clause 9 of this Supplement and Clause 11 of the General Terms;
10.10.2 The Reseller or Callable during the Run-Up Period by reason of Callable becoming aware that will be unable to provide the Services or part thereof;
10.10.3 Callable at any time if it can no longer provide the Services or part thereof;
10.10.4 The Reseller by reason of Callable’s un-remedied breach of the terms of this Agreement;
10.10.5 The Reseller if Callable or its supplier makes changes to the Services which materially adversely affect the Reseller;
10.10.6 The Reseller if Callable makes changes the terms of this Agreement which are materially disadvantageous to the Reseller PROVIDED THAT the Reseller complies with the provisions of sub-clause 9.1.2 hereof.
10.11 The Reseller acknowledges and agrees that all Calls that are routed through Callable’s SIP Trunking Platform shall be charged by Callable and if Calls are routed through any other supplier’s network by any means of indirect access, the Reseller shall be solely responsible for payment of other supplier’s Call charges.

LIMITATIONS
11.1 The Reseller acknowledges that some number ranges may not be supported by Callable and may not be used in conjunction with the Telephony Services and that the porting of numbers may be subject to agreements that are or are not in place between Callable’s supplier and the previous or current number range holder.
11.2 Under the terms of this Agreement, Callable shall have no responsibility for, or liability in relation to the Customer’s LAN and the performance thereof.
11.3 Callable does not issue or control the IP address to be used with the Telephony Services. Access to any use thereof is authorised and controlled by the relevant internet authorities and if the address ceases to be available, Callable shall be entitled to withdraw or change such.
11.4 The Reseller acknowledges and agrees that Callable shall be entitled to withdraw any CLI that has been allocated to the Reseller but has remained unused for a period of three months; and the Reseller agrees:
11.4.1 Not to redirect any unused CLIs to live CLI, fax, voicemail or recorded message services;
11.4.2 That Callable or its supplier shall be entitled to check that allocated CLIs are in proper use.

TOLL FRAUD
12.1 The Reseller is exclusively responsible for the prevention of Toll Fraud.
12.2 The Reseller shall pay all Rental and Call Charges whether the Reseller or a third party incurs the charges (without the authorisation of the Reseller).
12.3 The Reseller agrees to take all reasonable measures to minimise the risk of Toll Fraud, including:
12.3.1 Regularly changing system passwords;
12.3.2 Regularly changing user passwords;
12.3.3 Changing passwords as appropriate when employees leave;
12.3.4 Not using passwords such as ‘0000’, ‘1234’, default passwords or reversed extension numbers;
12.3.5 Barring premium-rate numbers wherever practicable;
12.3.6 Barring international calls wherever practicable – in particular, barring calls to countries that the Reseller doesn’t deal with;
12.3.7 Implementing network security measures including firewalls, security policies / access restrictions, use of encryption and limiting physical access.
12.3.8 Ensuring that any software used in conjunction with the Telephony Services is tested for malware including viruses, Trojan horses, logic bombs and worms.
12.3.9 Ensuring that the Reseller’s telephone systems are fully protected against known vulnerabilities.
12.4 Callable shall not be liable for any losses, costs or damages arising from Toll Fraud.
12.5 The Reseller shall notify Callable immediately if it becomes aware of or has reasonable suspicion that a fraud or illegal misuse may have or will take place:
12.5.1 Upon notification, Callable shall take immediate steps to suspend the relevant part or parts of the Telephony Services and ensure that no further traffic is permitted on the relevant Lines;
12.5.2 Callable shall not be liable for any charges or liabilities incurred by the Reseller prior to the suspension of Telephony Services.
12.6 If, in the reasonable opinion of Callable, the Reseller’s Call profile is or becomes indicative of fraudulent activity, Callable shall be entitled to suspend the Telephony Services immediately without notice.
12.7 Callable’s Fraud Alert Service shall monitor the Reseller’s Call volume and profile; and:
12.7.1 If potentially fraudulent activity is detected by Callable, shall promptly notify the Reseller of such;
12.7.2 Monitoring shall be provided twenty four hours per day;
12.7.3 Callable does not guarantee that its Fraud Alert Service will detect all forms of fraudulent activity and the provision of such service does not imply any alteration to the provisions of sub-clauses 12.1, 12.2, 12.3 or 12.4 of this Supplement.

CONDITIONS THAT APPLY TO THE USE OF NUMBER TRANSLATION SERVICES
13.1 The Reseller agrees to comply with and be bound by the Code of Practice of the Regulator (the ‘Code’) as amended from time to time.
13.2 The Reseller agrees to abide by any instruction, direction, recommendation or advice that the Regulator gives in general or express regard to the Reseller’s use of Number Translation Services.
13.3 Callable shall be entitled to immediately suspend or terminate Number Translation Services if Callable reasonably believes that:
13.3.1 The Reseller is in breach of the Code;
13.3.2 The Number Translation Services are being used fraudulently;
13.3.3 The Reseller is not providing a bona fide service as recognised by the Regulator;
13.3.4 The Reseller is conducting business illegally or for an illegal purpose;
13.3.5 Number Translation Services are being used in connection with fraud or other criminal activity against Callable, its suppliers or other public telecommunications operators, which for the avoidance of doubt, includes artificial inflation of Call traffic.
13.4 The Reseller shall provide Callable or the Regulator any information reasonably requested which relates to the Reseller’s usage of Number Translation Services.
13.5 The Reseller also agrees that:
13.5.1 Callable or the Regulator may monitor the Reseller’s use of Number Translation Services;
13.5.2 Callable may withhold such payment sums as the Regulator may direct, which would otherwise be payable to the Reseller, until directed to release the payment;
13.5.3 Callable shall pay refunds from withheld payments on the Reseller’s behalf, when directed to do so by the Regulator;
13.5.4 Callable may apply such withheld payments towards sums due in respect of fines, charges or other costs arising from the Reseller’s breach of the Code, after deduction of costs or losses incurred by Callable in respect thereof;
13.5.5 The Reseller shall be liable without limitation to Callable for all losses, claims or costs suffered, arising or incurred as a result of any fraudulent use of the Number Translation Services by the Reseller, its employees, agents and subcontractors;
13.5.6 The Reseller shall not make (nor allow anyone on the Reseller’s behalf to make) calls to the Number Translation Services other than at what Callable deems reasonable intervals for the purpose of testing that the service is working correctly.
13.6 The Reseller warrants that the supply to it of Number Translation Services by Callable does not breach the terms of any sanction imposed by the Regulator on the Reseller, its employees, agents, subcontractors or third parties using its services.
13.7 Notwithstanding the provisions of Clause 16 of the General Terms and Conditions, the terms of this Clause 13 may be directly enforced by the Regulator in accordance with section 1 of the Contracts (Rights of Third Parties) Act 1999.
13.8 The Reseller shall be entitled to receive rebate payments from Callable based on the volume of call traffic generated by the use of the applicable Number Translation Services number range, calculated by reference to data logged by Callable.
13.9 The rates at which the rebates are applied and monthly rebate payment threshold (‘Payment Threshold’) are set out in the Order.
13.10 Callable shall make a monthly rebate payment provided that the Payment Threshold is exceeded in the applicable calendar month. Rebates that are not paid due to falling below the Payment Threshold will be carried forward to the following month.
13.11 Payments will be made by Callable no later than thirty days after the end of the month in which the rebates are accrued.
13.12 Callable shall be entitled to withhold payment of rebates:
13.12.1 Upon and during any period that the Services are suspended;
13.12.2 If in Callable’s reasonable belief, the Reseller is in breach of this Agreement;
13.12.3 If Callable is made aware, or reasonably believes that the Reseller has increased payment entitlement by fraudulent or improper means;
13.12.4 If Callable’s supplier has failed to provide the corresponding payment.
13.13 Callable shall be entitled to set off any charges due to it against any rebates due to the Reseller.
13.14 On termination of this Agreement the Reseller shall be entitled to receive all remaining accrued rebates, subject to set-off against any termination charges that may be incurred.
13.15 Callable shall be entitled to apply a monthly charge for each inbound number which does not carry any traffic for any period of three consecutive months. Where this charge has been applied and a number subsequently carries traffic in any month then this charge will not apply to the months where there is traffic.
13.16 If an inbound number is withdrawn by the Regulator or any of Callable’s suppliers for reasons beyond Callable’s control we shall recover the number(s) from you immediately; Callable will use reasonable endeavours to supply another, acceptable number.
13.17 The following limitations apply to the international access of Number Translation Services:
13.17.1 Callable cannot guarantee call quality and shall not be liable for service incompatibility. It is recommended that the Reseller perform full compatibility tests prior to publishing any international number(s) provided by Callable;
13.17.2 Callable cannot guarantee support for calls from mobile numbers unless otherwise specified and in these cases there will be an additional charge;
13.17.3 The Reseller accepts that additional restrictions to Number Translation Services may apply in certain countries;
13.17.4 The Reseller accepts that Callable is reliant on third parties for delivery of billable call records and there may be an unlimited delay in billing for international calls.

SIP TRUNKING TELEPHONY SERVICES
14.1 The point of connection for the Telephony Services is the Reseller-LAN facing port(s) pre-configured CPE router provided by Callable. Callable shall not be responsible for transport of data to telephone handsets via the Reseller’s LAN.
14.2 Charges for the rental of Equipment shall commence on the day that the Equipment has been installed at the Reseller’s site.
14.3 If any CLIs allocated to the Reseller under the terms of this Agreement are not used for a period of six months, Callable shall be entitled to re-allocate such CLIs on one week’s written notice.
14.4 The Reseller acknowledges that Callable’s Telephony Services are not a public telephony service and as such only confers limited functionality and resilience regarding public Emergency Calls. Specifically, but not exclusively 999 and 112 emergency numbers will not be available via IPT Services in the event of:
14.4.1 Power outage at the Reseller’s site;
14.4.2 Failure in the Reseller’s LAN;
14.4.3 Failure / outage of the Telephony Services;
14.4.4 Failure of the Public Internet.
14.5 With regards to its obligations to make available facilities for placement of public Emergency Calls, the Reseller undertakes to:
14.5.1 Maintain a PSTN Line for making Emergency Calls in the event of power outage or failure (howsoever occasioned) of the Telephony Services;
14.5.2 Provide Callable with accurate location details regarding each Telephony Services-based CLI and keep Callable up to date with changes to such details;
Instruct its End Users about the limitations of IP-based telephony including that Emergency Calls may not receive the same network priority as Emergency Calls made on PSTN or mobile networks and the End User’s obligation to provide clear, accurate location information (which may differ from that available to the emergency-services operator) in the event of making a call to the emergency services via the Telephony Services.
Service Schedule

The following Service Schedule sets out all of the Services that may be provided by Callable. The actual Services to be provided under the terms of this Agreement are listed on the Order attached hereto.

SIP Trunking Telephony Services
Callable’s SIP Trunking Platform is linked via an independently supplied Ethernet, public internet, cable or potentially 3/4G mobile connection to the Reseller’s PBX. The SIP Trunking Platform transits voice Calls between the Reseller’s PBX out to and in from the United Kingdom’s fixed PSTN and Mobile and International networks as an alternative to traditional products such as ISDN30 and comprises the following components.
1.1 IP Address Authentication
1.2 Call Concurrency (Channels) 1 or more forms a group
1.3 Telephone Number Management
1.4 Metering of customer Call Data Records.

SIP Channels
Callable will configure SIP channels for different traffic patterns and these can be allocated at trunk level so that individual sites can support multiple SIP Channels. SIP Trunks may be ordered in some or all of the following configurations:
2.1 Standard - providing trunk capacity for typical business use, with peaks and troughs of traffic during the day.
2.2 Perpetual – providing trunk capacity for almost constant use or for use outside typical business use.
2.3 Dynamic – providing trunk capacity for short term bursts of increased capacity and consists of pre-agreed Dynamic capacity from which SIP channels can be activated / deactivated at short notice.

Each trunk can only have one permanent channel type (Standard, Perpetual or Dynamic) and each Trunk Group can only contain trunks of the same type. Pre-ordered Dynamic Channels may be on any trunk.

Outgoing Call Barring
Outgoing calls to certain groups of destinations can be selectively barred. Destination groups available include:
3.1 Premium rate calls.
3.2 International calls.
3.3 All calls.
3.4 Calls to 070 numbers (personal numbering services) can be supported but only by separate agreement, and special rates are applicable.
3.5 Dial up Internet Services are not supported.

Delivery Assurance Options
Callable provides a number of resilience options, including:
4.1 Delivery to the SIP Trunking Platform which is located in Callable’s Core Network.
4.2 Normal SIP connection with no routing plan.
4.3 A Private Network Connection, (interconnect).
4.4 A Virtual Private Network Connection.
4.5 A Resilient Virtual Private Network Connections (Unbreakable Voice) for Critical Voice services.
4.6 A media gateway dependent on the technical specification of a Company’s PBX, if required
The combination of delivery options will be subject to set-up and equipment cost which will form part of the Order for a Reseller’s solution.

Service Limitations
5.1 Fax calls using G.729 may operate successfully however this is not guaranteed.
5.2 Short Message Service and Text Messaging are not supported.
5.3 Non-E164 PSTN numbers are not supported for calls terminating outside of the UK.
5.4 Break Out Calls within the UK to :
5.5 Calls to the Operator 100 and 123 Speaking Clock are chargeable.
5.6 Calls to 112 European Emergency Services will be converted to 999 before transiting the call.
5.7 Calls to 118 XXX directory enquiry services are charged at a rate relevant to the directory enquiry service according current Tariff.

Exclusions
The following equipment and services are additionally required to support the Telephony Services and are not provided under the terms of this Agreement:
6.1 Access Services to connect to the Core Network.
6.2 PBX equipment.
6.3 Telephone handsets.
6.4 LAN components.
Callable may provide any or all of the equipment or services listed in this section 6 under the terms of additional Supplemental Agreements.

Emergency Call Access Service
Callable shall make reasonable endeavours to convey Emergency Calls to the ESO (Emergency Services Organisation). Callable updates the ESDB (Emergency Services Data Base) either directly or indirectly for allocated, sub-allocated and ported telephone numbers on the SIP Trunking Platform, providing the last known geographic location for the services. Callable’s EH (Emergency Helpdesk) will liaise with ESO if the geographic location of the Emergency Call cannot be determined, in an attempt to identify the geographic location of the Emergency Call. This service is only available for Calls that originate in the United Kingdom from CLIs with 01, 02, 03, 055, 056 or 08 prefixes. The provision of this service is subject to the performance by the Reseller of its obligations under the terms of this Agreement, and the Reseller’s attention is drawn to the particular provisions of sub-clauses 14.4 and 14.5 of this Agreement which relate.

Number Management Services
8.1 Callable holds a number of allocated and sub-allocated number ranges and can import numbers from the PSTN network on to its own network.
8.2 Number ranges can be mapped onto specific trunks or specific Trunk Groups and features can be applied at those levels. Number ranges cannot be mapped to multiple Trunk Groups or to multiple trunks.
8.3 Number management is carried out as described in Callable’s Number Management Policy Document, which is available on request.

Number Translation Services
Number Translation Service routes a Call made to a non-geographic number beginning with 08 or 03 to a hidden geographic or mobile number. The following number translation services are provided:

0800 / 0808 – Freephone. The Call is free to the caller, the Reseller is charged for the Call.
084x – The caller pays an access and service charge. The Reseller receives a proportion of the service charge as a rebate.
087x – The caller pays an access and service charge. The Reseller receives a proportion of the service charge as a rebate.
01, 02, 03 – The caller is charged at the national rate by access provider. The Reseller is not charged and does not receive a rebate.

Fraud Alert Service
10.1 Callable shall monitor the Reseller’s Call volume and profile, and if potentially fraudulent activity is detected by Callable, shall promptly notify the Reseller of such;
10.2 Monitoring shall be provided twenty-four hours per day;
10.3 Callable does not guarantee that its Fraud Alert Service will detect all forms of fraudulent activity.

SIP Trunking Platform Availability (Applicable Service)
11.1 Callable will use reasonable endeavours to ensure that SIP Trunking Platform availability is 99.95%. This is defined as availability to connect and exchanging voice traffic through the SIP Trunking Platform and expressly does not include unavailability due to:
11.1.1 Faults occurring in the PSTN;
11.1.2 Faults occurring in the Public Internet;
11.1.3 Planned maintenance (Callable will provide five Working Days notice in the event of such maintenance);
11.1.4 Emergency maintenance;
11.1.5 Force Majeure events;
11.1.6 Faults or degradation of quality of service in the Access Services or the Reseller’s LAN, including:
a) Availability;
b) Network round trip delay (Latency);
c) Network jitter (regularity of arrival of data packets);
d) Network packet loss target being greater than 2 percent.
11.1.7 Suspension of the Telephony Services by Callable.
any act or omission of the Reseller, Customer representative, contractors or vendors.
The Reseller failing to provide Callable adequate access to facilities for testing;
The Reseller failing to provide access to Customer premises as reasonably required by Callable to enable Callable to comply with its obligations regarding the Service;
failing to take any remedial action in relation to a Service as recommended by Callable, or otherwise pre-venting Callable from doing so; or any act or omission which causes Callable to be unable to meet any of the SLAs.
exclude instances where customer requests that Callable leave a trouble ticket open if an incident affects the performance of a Service resulting in multiple SLA violations, only the single highest credit applying in respect of that incident will be applied.

11.2

Service Unavailability must be reported by the customer representative by opening a trouble ticket and starts only when the trouble ticket is opened. Should Callable not satisfy the service availability standard for a given month, the customer is entitled to a credit against monthly recurring charges (MRC) based upon the following schedule:

Period of unavailability Service Credit payable as percentage of monthly recurring charge
120 to 240 minutes 10%
241 to 480 minutes 20%
481 to 960 minutes 30%
961 to 1,920 minutes 40%

If an individual circuit experiences either: (i) a single period of Service Unavailability in excess of twenty-four hours in any calendar month, (ii) three or more periods of Service Unavailability of four hours or longer over the course of a rolling six month period, or (iii) five separate periods of Service Unavailability (of any duration) with-in a calendar month, Customer may terminate the services without penalty provided that written notice of ter-mination is provided to Callable within 90 days of the event giving rise to the termination.
EXCLUSIONS
exclude third party issues affecting the delivery of Callable services outside of its network
exclude Force Majeure events
exclude any act or omission of customer, Customer representative, contractors or vendors.
failing to provide Callable adequate access to facilities for testing;
failing to provide access to Customer premises as reasonably required by Callable
Access (or its agents) to enable Callable to comply with its obligations regarding the Service;
failing to take any remedial action in relation to a Service as recommended by Callable, or otherwise pre-venting Callable from doing so; or any act or omission which causes Callable to be unable to meet any of the SLAs.
exclude instances where customer requests that Callable leave a trouble ticket open if an incident affects the performance of a Service resulting in multiple SLA violations, only the single highest credit applying in respect of that incident will be applied.
SLA credits are applied only upon customer representative written request, which must be submitted within thirty (30) calendar days of the end of the month in which entitlement of an SLA credit arose.
SLA credits:
are calculated after deducting all discounts and special pricing arrangements
do not apply to governmental fees, taxes, surcharges and similar additional charges
fixed
mobile
voip
internet

11.3 Fault resolution
Callable shall use reasonable endeavours to resolve faults in the Telephony Services in time-scales set out below:

Severity Target Resolution Time
Critical 4 Hours
Major 8 Hours
Minor 3 Working Days
Low 7 Working Days

11.3.1 Callable shall use reasonable endeavours to meet the timeframes for 100% of the time for Critical issues and 90% of the time for Major and Minor issues.
11.3.2 Fault severities are defined as follows:
a) Critical Faults include total outage or call processing outage for more than 10% of users, or mission-critical operations are severely impacted, and/or access to Emergency Services (999 / 112) is not available;
b) Major Faults include outage for less than 10% of users or provisioning problems;
c) Minor Faults include call processing problems for a single User or a configuration problem
d) Low Level Faults include issues with single number destinations, quality of service and information requests regarding configuration, usability or documentation.
11.3.3 Callable shall aim to make an initial response to all Fault reports within four hours.
11.3.4 Target resolution times are only applicable to the SIP Trunking Platform and Core Network, and do not apply to faults that arise in the Access Services.

11.4 Quality of Service
Every ten minutes, Callable measures the quality of Calls which pass through the SIP Trunking Platform and Core Network, using the PESQ (Perceived Evaluation of Speech Quality) evaluation, which scores speech quality on a scale of one (bad) to five (excellent). The scores are averaged over a calendar month and Callable aims to meet the following targets:

Codec Target Monthly Average PESQ Score
G.711 4.1
G.729 3.7

11.5 Callable shall make reasonable endeavours to ensure that the Telephony Services are fully available twenty four hours per day, three hundred and sixty five days per year. However, it is not possible to guarantee 100% availability of the Telephony Services and Callable does not make such warranty. Reasons for reduction in functionality or unavailability of the Telephony Services include, but are not limited to:
11.6 Callable’s failure to meet the targets set out in this section 5 shall not be deemed to be a breach of this Agreement.

Annex to Service Schedule

Technical Requirements of the Reseller’s LAN
To support the Telephony Services:
1.1 The LAN must be configured to support both IEE 802.1p (Quality of Service suitable for prioritising Real Time Protocol and voice signalling over other forms of data)
1.2 the Reseller’s routers must be capable of supporting RFC2474 (Differentiating Services).
1.3 LAN switches must be capable of supporting multiple VLANs.
1.4 Either LAN equipment should be capable of supplying inline power to telephone handsets or external power must be available.
1.5 The performance LAN must meet the following criteria:
1.5.1 Packet latency must not be greater than 50ms;
1.5.2 Packet jitter must not be greater than 20ms;
1.5.3 Packet loss must not be greater than 0.2%.

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