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V2021-1

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

1.2. Definitions
Contract: as defined in the MSA Terms;
Customer: as defined in the MSA Terms;
Customer Data: Shall be personal data, text, recorded messages and/or voice conversations transmitted via the Services.
Charges: as defined in the MSA Terms;
Early Termination Charge: 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;
Initial Term: as defined in the MSA Terms;
Installation Services: means the services (if any) to be carried out at each Site to enable the Customer to receive the XaaS Services, which shall normally be carried out between 09:00 and 17:30 on a working day;
Minimum Monthly Line Rental: means the higher of: (i) the line rental or periodic charges 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);
Minimum Monthly Variable Charges: means: (i) the average of the six highest month’s variable incurred by the Customer under the Contract; or (ii) if the Customer has incurred less than six month’s Variable Charges, the highest month’s Variable Charges incurred by the Customer under the Contract; or (iii) if no variable charges have been incurred by the Customer, the highest month of Anticipated Variable Spend;
Renewal Term: as defined in the MSA Terms;
Services: as defined in the Service Order and in the MSA Terms;
Service Order: means the signed and dated document under which Customer subscribes and orders Services pursuant to this Agreement. The Service Order shall include the products, pricing metrics, quantity and fees for the Services and any other special terms that might apply. Customer’s use and access to the Services is subject to compliance with all of the terms and conditions in this Agreement. The terms and conditions in this Agreement (including all the Addenda) shall be incorporated into each and every Service Order provided that in the event of a conflict between a Service Order and this Agreement, the Service Order will control;
Site(s): as defined in the MSA Terms;
Supplier: as defined in the MSA Terms;
Start Date: as defined in the MSA Terms;
Viruses: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices).

2. Service Terms
2.1. These Service Terms shall apply to and be incorporated into the Contract when Wavenet is providing XaaS Services to the Customer pursuant to the Contract.
2.2. XaaS includes but is not limited to; Infrastructure as a Service, Platform as a Service, Software as a Service, Backup as a Service and Cybersecurity as a Service, provides You with cloud-based subscription software and services provided and supported by Us.

It includes but is not limited to;
a) Office 365
b) AWS (Amazon Web Services)
c) Microsoft Azure
d) Mimecast
e) AntiVirus
f) Cloud Services
g) Datto 365
h) Backup Services
i) MDM (Mobile Device Management)
j) URiM
k) Any other Cloud-based software as a Service

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 XaaS Services to any Site or, if XaaS Services are already being provided, to cease providing the same and to terminate the Contract in relation to the XaaS Services without liability or obligation to the Customer if:
a) 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;
b) the Customer does not agree to any increase in Charges and/or Fees in accordance with the MSA Terms and/or these XaaS 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 XaaS Services are functioning in accordance with the Specification.
3.7. If Wavenet agrees that the Customer may use/supply its Customer Equipment with any part of the XaaS 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.
3.8. If the Customer requests and Wavenet agrees to upgrade the Customer’s bandwidth of the underlying access to the XaaS Services then additional fees will apply, as notified to the Customer.
3.9. 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 XaaS 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.
3.10. If the Customer uses a third party to install the XaaS 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 XaaS Telephony Service will affect the Service Demarcation Point.
3.11. 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 XaaS Services, the Customer shall:
a) 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;
b) 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 XaaS Services;
c) promptly furnish Wavenet with such information and documents as Wavenet may reasonably require for the proper performance of the XaaS Services;
d) 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 XaaS Services; and
e) 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. The Customer shall:
a) 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 XaaS Services, and
b) keep full and up-to-date secure backup copies of the data on the Network in accordance with good industry practice.
4.3. 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 XaaS 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 XaaS Services.
4.4. The XaaS 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. Charges
5.1. Charges for the XaaS Services shall, subject to the remainder of this clause 5 and the MSA Terms, be as set out in the Contract and shall be payable in accordance with this clause 5 and the MSA Terms.
5.2. 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 monthly user license fees, line rental, call charges or other usage Charges or Fees, if applicable, shall be invoiced monthly in arrears.
5.3. Prior to the activation of the Services, Customer shall pay Wavenet the implementation fees specified in the Service Order.
5.4. Changes in exchange rates may be reviewed at the end of each quarter if they have increased or decreased consecutively each month in the quarter. Prices may be adjusted up or down by either party to reflect those changes.
5.5. Unless otherwise agreed by Wavenet in writing, any discount specified in the Contract shall only apply during the Initial Term.
5.6. 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.

6. Use of the XaaS Service
6.1. Customer agrees not to:
a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services to any unaffiliated third party;
b) modify, translate or make derivative works based upon the Services;
c) create unauthorised Internet “links” to the Services, “frame” or “mirror” any content on any other server or wireless or Internet-based device or cause harm to the operation of the Services;
d) reverse engineer, decompile or disassemble any or all of Services;
e) use the Services for any purpose other than to support its internal call centre or business process outsourcing businesses.

7. Technical Support
7.1. Technical support is available 24x7x365 via Wavenet’s 24x7x365 Support Desk on 0333 234 0011 or Wavenet’s web portal at: https://support.wavenetuk.com

8. Termination
8.1. Upon termination of this Service:
a) all rights granted hereunder shall immediately terminate and Customer shall have no right to continue to access or use the Service;
b) each party shall return or, at the option of the other party, destroy or return all Confidential Information (as defined below) of the other party, as requested by the other party, in its possession or control;
c) Customer shall promptly pay all undisputed outstanding fees and charges associated with Customer’s account up through the date of termination, (including agreed charges for services delivered by Wavenet that have not yet been invoiced such as telecommunication charges). All outstanding payment obligations and any other obligations in this Agreement that are ongoing obligations of the parties and intended to survive shall survive any termination or expiration of this Agreement.
8.2. 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:
a) in respect of Monthly License User Fee, the per month Charge for the period from termination to the end of the Initial Term or Renewal Term (as appropriate); and
b) in respect of line rental, the Minimum Monthly Line Rental per month for the period from termination to the end of the Initial Term or Renewal Term (as appropriate); and
c) 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).

9. Customer Accounts and Security
Customer is responsible for all authorised and unauthorised access, activities and charges associated with the Customer’s account and/or password(s) in connection with use of the XaaS Services, except for unauthorised access that can reasonably be determined to be the result of mistake, omission or negligence in providing sufficient safeguards against unauthorised third-party access to Customer’s account. Customer is responsible for the confidentiality of its password(s), for all charges incurred from the use of the Service with its password(s) and for any and all charges made through the Customer’s account by Customer’s employees, agents, principals, consultants, or other entities or individuals in the employ of or engaged by Customer regardless of the reason for such charges. Customer is solely responsible for obtaining and maintaining the Internet connectivity necessary to utilise the Services and Wavenet shall be held harmless for damages arising from the performance of Internet services obtained by Customer in connection with this Agreement. Wavenet may subcontract its obligations under this Agreement with the prior written consent of the Customer but will remain responsible for such sub-contractors; Customer hereby consents to these.

10. Confidential Information
10.1. The Confidential Information shall at all times be treated by both parties in strict confidence. A party’s obligations pertaining to Confidential Information shall not apply to information that the receiving party can document:
a) is or becomes part of the public domain through no act or omission of the receiving party,
b) was in the receiving party’s lawful possession prior to the disclosure,
c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure, or
d) is independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information. The Services and any aggregation or characterisation of statistical or analytical information pertaining to the nature or usage of the Services is the Confidential Information of and proprietary to Wavenet (or the third party supplier as applicable). The parties agree to hold each other’s Confidential Information in confidence during the term of this Agreement and perpetually thereafter. The receiving party agrees not to make the disclosing party’s Confidential Information available in any form to any third party unless, and only to the minimum extent, required by law or to satisfy governmental regulatory requirements (in which case the party seeking to make such disclosure shall notify the other party (if lawful to do so) of its intent to make such disclosure, and, to the maximum extent available, such party shall seek protective treatment for such disclosed Confidential Information), or to use the disclosing party’s Confidential Information for any purpose beyond the scope of this Agreement. Each party agrees to ensure that the other party’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Neither party may disclose to the public or to any third party the terms and conditions of this Agreement other than with the express prior written consent of the other party; except that such information may be disclosed to a party’s representatives, accountants, auditors, investors, or legal advisors provided that the foregoing are bound to maintain the confidentiality of such information.

11. Representations and Warranties
11.1. Each party represents and warrants to the other party that
a) it has the power and authority to enter into and perform all obligations under this Agreement (including any Service Orders and its various Addenda) and;
b) it will comply with all applicable laws in its performance under this Agreement.
11.2. Wavenet represents and warrants throughout the Term:
a) the Services will be performed in accordance with the Services Specification and the Service Level Agreement and with reasonable skill, care and diligence.
b) the Customer’s use of the Services will be free from Viruses.
c) it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement; and
d) the Services will be performed using appropriately qualified and experienced staff.
11.3. Without prejudice to Customer’s other rights and remedies Wavenet shall pay the Customer the service credits as are set out in the SLA as a result of Wavenet’s failure to achieve any of the service levels set out in the SLA.
11.4. Warranty Disclaimer. Wavenet makes no warranty as to any results that may be obtained by use of the Services. Customer understands that the Services may be inaccessible or inoperable due to reasons beyond Wavenet ‘s reasonable control including but not limited to (i) Customer equipment malfunctions; or (ii) service interruptions caused by independent telecommunications providers that provide voice and data connectivity to Customer’s data centres.

12. Indemnification
12.1. Wavenet agrees to indemnify, hold harmless and defend Customer, its shareholders, directors, officers employees and agents from and against any action, claim, or damage, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: any actual infringement by Customer’s use or receipt of the Services of any trademark, or copyright or other intellectual property right provided that the Customer:
a) uses the Service as authorised under this Agreement ;
b) promptly notifies Wavenet of such claim;
c) permits Wavenet to defend or settle any such claim, and
d) provides Wavenet all reasonable assistance in connection with the defence or settlement of any such claim, suit or the like.

13. Service level Agreement
13.1. XaaS services are provisioned and supported under the Terms of the Agreement. We will monitor and support the environment and where necessary involve third party support if required.
13.2. NOT PROVIDED
a) Responsibility due to third party systems downtime or maintenance outside Our control.
b) When services are provided by a third party, SLAs are based on SLA of vendor or third party.
c) Remediation of any situation where a virus has caused damage to your environment and/or files and folders.
d) Restoration of any files or folders or other electronic media whether the result of a virus, corruption or user error.
e) Any required connectivity unless detailed within your Agreement.
f) Support beyond the scope of Your Agreement is chargeable.
g) Actions of any third-party vendor or IT support that may cause damage to your environment.
h) Any cost levied by a third party for the provision of a service.