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1. Interpretation
1.1. The following definitions and rules of interpretation apply in these Conditions.

1.2. Definitions

Acceptance: means acceptance by the Customer that the Installation Services have been properly performed in accordance with the MSA Terms;
Call Charges: means those of the Charges which relate to calls received by an NGN supplied by Wavenet or one of its Suppliers, as specified in the Contract;
Charges: as defined in the MSA Terms;
Contract: as defined in the MSA Terms;
Customer Equipment: as defined in the MSA Terms;
Early Termination Charge: as defined in the MSA Terms;
Equipment: as defined in the MSA Terms;
Fees: means the applicable fee(s) or tariff(s) calculated in accordance with Wavenet’s standard rates from time to time, which are available from Wavenet on request;
Hosted Telephony Services: means the Installation Services, Monitoring Services and/or Security Services to be provided to Wavenet subject to and in accordance with the Contract, as specified in the Contract;
Installation Services: means the services (if any) to be carried out at each Site to enable the Customer to receive the Hosted Telephony Services, which shall normally be carried out between 09:00 and 17:30 on a working day;
Liability: means all loss, damage, costs, expenses (including all professional and legal costs and expenses) and other liability, whether direct, indirect or consequential and whether arising in tort (including negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise;
Minimum Monthly Call Charges: means: (i) the average of the six highest month’s Call Charges incurred by the Customer under the Contract; or (ii) if the Customer has incurred less than six month’s Call Charges, the highest month’s Call Charges incurred by the Customer under the Contract; or (iii) if no call charges have been incurred by the Customer, the highest month of Anticipated Call Spend;
Minimum Monthly Line Rental: means the higher of: (i) the line rental specified in the Contract; or (ii) the average of the six highest month’s line rental charges incurred by the Customer under the Contract (or if the Customer has incurred less than six month’s line rental, the highest month’s line rental incurred by the Customer under the Contract);
Initial Term: as defined in the MSA Terms;
Monitoring Services: means those network monitoring services specified in the Contract which may include: (i) monitoring of critical network components and alerts to helpdesk; (ii) analysing maintenance faults and providing resolutions to maintenance faults; (iii) configuration and software image management; (iv) remote execution of requested configuration modifications; and (v) reporting faults found, faults resolved and details of network uptime;
Monthly License User Fee: means the monthly user license fees for each user;
MSA Terms: means Wavenet’s Master Services Agreement terms and conditions which are attached or referred to in the Contract;
Network(s): means the Local Area Network, network equipment, computer systems, and local cable infrastructure at the Sites, to which the Service will be connected;
NGN: means a telephone number for which the digit structure has no geographic significance for routing calls;
Renewal Term: as defined in the MSA Terms;
Security Services: means those security services specified in the Contract which may include: (i) testing for unauthorised access using industry recognised software tools; (ii) penetration testing to attempt to gain access to the Customer’s system, data and/or other material other than through a recognised access method; (iii) testing for known vulnerabilities in system architecture configuration and/or software and hardware using industry-standard methodologies; and/or (iv) the provision of a written report on this testing;
Services: as defined in the Service Order including the Hosted Telephony Services;
Service Demarcation Point: means the point(s) to which Wavenet will be responsible for maintaining the Hosted Telephony Service(s) being (unless stated otherwise in the Contract): (i) the point up to the connection between the access circuit and the Services, managed by Wavenet’s session boarder controllers within the Network; or (ii) where Wavenet have supplied the access circuits with the Services, the point up to the Customer side port on the pre-configured Wavenet supplied router; or (iii) where Wavenet provide the access and the Installation Services and the Customer has purchased Equipment which is being maintained by Wavenet pursuant to the Contract, the Equipment provided by Wavenet AND for the avoidance of doubt, where the Customer has an existing router or provides its own router, Wavenet shall not be responsible for the same;
Service Terms: as defined in the MSA Terms which includes these Hosted Telephony terms and conditions;
Site(s): as defined in the MSA Terms;
Start Date: as defined in the MSA Terms and if any parts of the Services commence on different dates, each part of the Services shall have its own individual distinctive Start Date;
Specification: means the specification of the Equipment or Services, as appropriate, which is set out or referred to in the Service Order and which may be further detailed in the PID;
; and
Supplier: as defined in the MSA Terms.

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

2. Service Terms
2.1. These Service Terms shall apply to and be incorporated into the Contract when Wavenet is providing Hosted Telephony Services to the Customer pursuant to the Contract.

3. Service and Service Setup
3.1. Following the completion of the surveys and, if required, the agreeing of the replacement Contract, Wavenet will inform the Customer of the revised anticipated Start Date.
3.2. Throughout the provision of the Installation Services, Wavenet will need to communicate with named member(s) of the Customer’s staff to arrange access to the Site(s).Those members of staff shall have the authority to make decisions relating to the Installation Services and the Services generally on behalf of the Customer. The Customer acknowledges and accepts that any delays in the provision of access and/or the making of decisions may result in a delay in the Start Date and Wavenet will not be liable for any such delay.
3.3. Without prejudice to the MSA Terms, if the Customer fails to prepare the Site for Wavenet or a Supplier in accordance with clause 4.1 or any other preparatory instructions that the Customer may have been given, Wavenet may charge the Customer a Fee. Rescheduled Site visits will be subject to lead-times and will be notified to the Customer.
3.4. Wavenet shall notify the Customer of the date(s) on which it or its Supplier shall provide the Installation Services. The Customer shall use all reasonable endeavours to enable the Installation Services to be provided on such dates. If it cannot do so, it must notify Wavenet within 14 days of the date it receives notice from Wavenet of the proposed date(s) for the provision of the Installation Services and the parties shall use reasonable endeavours to agree alternative date(s).
3.5. Wavenet reserves the right, on giving notice to the Customer, not to provide the Hosted Telephony Services to any Site or, if Hosted Telephony Services are already being provided, to cease providing the same and to terminate the Contract in relation to the Hosted Telephony Services without liability or obligation to the Customer if:
3.5.1. Wavenet discovers during a Site survey or otherwise that the distance between a Site and Wavenet’s point of presence or its underlying Supplier’s point of presence is such that a quality service cannot be provided or underwritten;
3.5.2. the Customer does not agree to any increase in Charges and/or Fees in accordance with the MSA Terms and/or these Hosted Telephony Terms.
3.6. Wavenet or its Supplier will provide the Installation Services and will perform a series of commissioning tests to ensure that the Hosted Telephony Services are functioning in accordance with the Specification.
3.7. Wavenet will, if agreed, maintain the Hosted Telephony Service to the Service Demarcation Point.
3.8. If Wavenet agree that the Customer may use/supply its Customer Equipment with any part of the Hosted Telephony Services, then the Customer shall be responsible and liable for such equipment. If Wavenet or its Supplier visit a Site due to a fault which is later found to be caused by any Customer Equipment, then Wavenet may charge the Customer a Fee for such Site visit and any additional costs incurred as a direct result. Use of any Customer Equipment not supplied by Wavenet will affect the Service Demarcation Point.
3.9. Wavenet shall use reasonable endeavours to obtain an IP address on behalf of the Customer. However, Customer acknowledges that Wavenet does not control the issue of any IP address to be used with the Hosted Telephony Services. Access to and use of this address is controlled by the internet authorities and its use is subject to any rules which they may prescribe. Wavenet reserve the right to withdraw or change this address if for any reason the address ceases to be available.
3.10. If the Customer requests and Wavenet agrees to upgrade the Customer’s bandwidth of the underlying access to the Hosted Telephony Services then additional fees will apply, as notified to the Customer.
3.11. The Hosted Telephony Services support 999/112 public emergency call services and such calls will be routed to the national emergency call handling agents. However, the Customer acknowledges and accepts that these services do not operate in the same way as PSTN fixed line 999/112 public emergency call services and connection to such services may not be possible in the event of a service outage caused by loss of connectivity to the internet for whatever reason. In such circumstances the Customer should use a separate line to make the emergency call. Furthermore, it may on occasions not be possible for emergency services personnel to identify the location and telephone number so this information should be stated promptly and clearly by the Customer or relevant member of its personnel when making such a call.
3.12. If Wavenet agrees that the Customer may use its existing or other new access circuits (including but not limited to broadband, Ethernet, leased line etc) not provided by Wavenet, then it is the Customer’s responsibility to ensure such access circuits meet the requirements and functionality specified by Wavenet or the Supplier from time to time. The Customer’s failure to meet such requirements and/or functionality may affect the provision of the Hosted Telephony Services. Where Wavenet do not provide the access circuits, all responsibility and liability for such access circuits remain with the Customer. Should Wavenet or its Supplier visit a Site in relation to a fault which is found to be caused in whole or part by access circuits not provided by Wavenet, then Wavenet may charge the Customer a fee for such Site visit and any additional costs incurred as a direct result. Use of the Customer’s own access circuits will affect the Service Demarcation Point.
3.13. If the Customer uses a third party to install the Hosted Telephony Services, the Customer shall indemnify Wavenet from any Liability that Wavenet may incur as a result of the same. Use of a third party to install the Hosted Telephony Service will affect the Service Demarcation Point.
3.14. If Wavenet provides the Customer with any of the user-based features (including but not limited to auto attendant, hunt group, call park, call pickup, call queue etc.) and the Customer has not allocated these features to a user then Wavenet may recover such unallocated features from the Customer’s account without Liability or obligation to the Customer. The Customer may replace these features or add additional features at any time.

4. Customer’s responsibilities
4.1. Without prejudice to any provisions in the Contract and/or the MSA Terms, to enable Wavenet to provide the Hosted Telephony Services, the Customer shall:
4.1.1. prepare the Site(s) and the Network(s) in accordance with Wavenet’s instructions. The Customer is responsible, at its own cost, for the power supply and arranging alternative power supplies if any temporary supply fails. Installing engineers may refuse to install Equipment if they perceive a hazard or risk;
4.1.2. provide Wavenet or its Supplier with full access to the Site(s) and Network(s) and make available such information, assistance, office and technology facilities as may be necessary for Wavenet or its Supplier to provide the Hosted Telephony Services;
4.1.3. promptly furnish Wavenet with such information and documents as Wavenet may reasonably require for the proper performance of the Hosted Telephony Services;
4.1.4. obtain and be responsible for the cost of all third party consents, licences and rights reasonably required in order to allow Wavenet or the Supplier to provide the Installation Services (including, for example, landlord consents, wayleave consents and access consents) and be responsible for complying with any applicable laws, statutes, regulations and codes of practice, in relation to the Hosted Telephony Services; and
4.1.5. put in place adequate security and virus checking procedures in relation to any computer facilities to which the Customer provides Wavenet with access.
4.2. Unless the Contract expressly states that Wavenet shall install a router, it is the Customer’s responsibility to install the router at the Site or Sites and neither Wavenet nor the Supplier shall bear any responsibility or liability for any delay or failure to install a router.
4.3. The Customer shall:
4.3.1. supply on an ongoing basis, at the Customer’s cost, all space, power supply access points, cables, trunking, electricity, air conditioning and any other facility as may be specified by Wavenet either within the Contract or following the Site survey which are required to enable the Customer to receive the Installation Services and/or the Hosted Telephony Services, and
4.3.2. keep full and up-to-date secure backup copies of the data on the Network in accordance with good industry practice.
4.4. The Customer shall not allow any of member of its staff who is not an authorised user and/or any other unauthorised third party to access or use the Equipment and / or the Hosted Telephony Services and the Customer shall ensure that it shall not and that none of its staff or any third party shall add to, modify and/or interfere with such Equipment and/or Hosted Telephony Services.
4.5. The Hosted Telephony Services permit the Customer to upload music files for the music on hold feature. The Customer agrees to obtain any necessary licences and consents as may be required for any such music and agree to indemnify Wavenet from any Liability relating to the Customer’s use of this feature.

5. Use of the Hosted Telephony Service
5.1. The Customer shall not use the Service in any way that would constitute or contribute to the commission of a crime, tort, fraud, or other unlawful activity (including activities deemed unlawful under a complainant’s legal jurisdiction) (“Laws”). The Customer indemnifies Wavenet against all Liability arising out of, or in connection with, any claim that the Hosted Telephony Services (or its use) infringes any Laws.
5.2. The Customer warrants that any material and / or communication received, transmitted, hosted, or otherwise processed using the Service will not be menacing, of a junk mail or spam like nature, illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, or be otherwise actionable or in violation of any rules, regulations, or laws to which the Service is subject, and will not infringe the intellectual property rights of Wavenet or any third party. The Customer indemnifies Wavenet against all costs, claims, demands, expenses and liabilities arising out of or in connection with any breach or reasonably suspected breach of this clause 5.2.
5.3. The Customer agrees that, in addition to the requirements set out in the MSA Terms:
5.3.1. notwithstanding any provisions to the contrary in the Contract, it will not cause that part of the Equipment which relates specifically to the Hosted Telephony Services to be removed, repaired, serviced or otherwise attended to except by Wavenet’s authorised representative;
5.3.2. it is responsible for undertaking all in life changes to the Equipment which are notified through My Wavenet, and the Customer agrees to pay Wavenet’s standard charges applicable at the time where the Customer request Wavenet to make changes on the Customer’s behalf.
5.4. Unless otherwise expressly stated in the Contract, the quantity of licenses specified in the Contract will be deemed the minimum number of licenses which the Customer shall continue to purchase in relation to the Hosted Telephony Services during the Term.
5.5. If Wavenet provides the Customer with an inclusive call bundle (where a certain number of calls are included within the cost of the line rental or user license) any usage limitations imposed by Wavenet’s relevant Supplier after the date the inclusive call bundle is agreed will be passed onto the Customer and the inclusive call bundle will be adjusted accordingly. Should any usage limit be exceeded, Wavenet may charge the Customer its standard pence per minute charge for all calls which exceed the limit.

6. Equipment
6.1. Risk in all other equipment of Wavenet or its Supplier, such as tools and plant taken to a Site for the purposes of the fulfilment of the Contract, shall pass to the Customer when brought onto the Site and shall remain with the Customer until such equipment is removed from the Site, except to the extent that any damage caused to such equipment is due to any act of negligence on the part of Wavenet, its Supplier or any of their respective personnel.
6.2. Where Wavenet agrees that the Customer may provide Customer Equipment at the outset or as a replacement for any Equipment, the Customer will, at its own cost, be responsible for providing, repairing, maintaining, and replacing any such Customer Equipment that no longer operates in accordance with its manufacturer’s specifications and/or any specifications of Wavenet or its Supplier.
6.3. Where the Customer replaces the Equipment with Customer Equipment, the replacement shall be (i) equivalent to the original Equipment’s functionality and performance, and (ii) approved by Wavenet in writing.
6.4. The Customer will be responsible for (i) reconfiguring any Customer Equipment which replaces the Equipment to the same or equivalent configuration as the original (if agreed by the parties, such reconfiguration work may be provided by Wavenet at the then current standard rates), and (ii) installing such reconfigured replacement in place of the original.
6.5. Wavenet shall not be responsible for maintenance of the Equipment unless specified in the Contract or later agreed between the parties (and the provision of such maintenance shall be subject to Wavenet’s standard terms for maintenance.

7. Termination
7.1. If the Customer cancels an ordered Service or any part of it, notwithstanding that such order has only been provisionally accepted by us, the Customer shall reimburse Wavenet for any costs incurred in preparing to deliver the Service in addition to the standard cancellation charge, as may be applicable at the time. Wavenet will take all reasonable steps to mitigate any such costs but in the case of cancelling an Installation Service then the Early Termination Charge may include the cost of lost revenue incurred whilst Wavenet or Wavenet’s subcontractors re-allocate staff who would have otherwise been engaged in the Customer’s installation where Wavenet cannot re-allocate such staff at short notice and this does not constitute a penalty. If the Customer has had a Site survey the Customer shall pay the full Site survey charges. If the Service includes any excess construction charges such charges will be payable in full by the Customer on cancellation of an ordered Service. If Wavenet have provided the Customer with any Equipment the Customer shall return such Equipment to Wavenet immediately in full working order at the Customer’s cost.
7.2. If the Customer is required to pay an Early Termination Charge pursuant to the MSA Terms, the Customer shall pay to Wavenet to the Early Termination Charge which shall be calculated:
7.2.1. in respect of line rental, the Minimum Monthly Line Rental and Monthly License User Fees per month for the period from termination to the end of the Initial Term or Renewal Term (as appropriate); and
7.2.2. in respect of call and other non-periodic charges, the Minimum Monthly Call Charges per month for the period from such termination to the end of the Initial Term or Renewal Term (as appropriate).

8. Charges
8.1. Charges for the Hosted Telephony Services shall, subject to the remainder of this clause 8 and the MSA Terms, be as set out in the Contract and shall be payable in accordance with this this clause 8 and the MSA Terms.
8.2. Those Charges and Fees comprising Fees for Site surveys and Charges for Installation Services shall be invoiced in advance of the Start Date and any Charges relating to line rental, Monthly License User Fee, call charges or other usage Charges or Fees, if applicable, shall be invoiced monthly in arrears.
8.3. Unless otherwise agreed by Wavenet in writing, any discount specified in the Contract shall only apply during the Initial Term.
8.4. Wavenet may from time to time vary charges for any call destinations or Services not stated on the Order without notice and otherwise by giving the Customer notice.
8.5. Where you take any bundled service you agree to pay for all chargeable items which are excluded from or exceed the allowance of the bundle.
8.6. Except as stated otherwise in the Contract, for the purpose of calculating call charges all call durations will be rounded up to the next whole minute.
8.7. All Fees and Charges due to Wavenet for traffic routed via any IP address to be used with the Hosted Telephony Service shall be paid in full by the Customer by the due date notwithstanding that they may have arisen from unauthorised, fraudulent or illegal use (except for fraud on the part of Wavenet or its employees acting in the course of their employment) and whether or not they derive from installation and access arrangements which have been authorised by Wavenet.

9. Security Services

The Customer Acknowledges that

9.1. Security Services only relate to the relevant systems and configuration on the date that the tests were performed and that, due to the constantly changing nature of information technology security risks, Wavenet cannot guarantee that the Security Services will identify all risks and/or threats to the Customer’s systems; and
9.2. in the course of providing the Security Services it may be necessary to demonstrate vulnerabilities by providing examples of material that has been observed on the relevant systems, some of which may be obscene, discriminatory or otherwise offensive or illegal. Wavenet will have no Liability in relation to such material and the Customer must provide notice to Wavenet prior to Wavenet commencing the Security Services if the Customer does not wish to be provided with such material.