BY SIGNING THE VOXALIS ORDER FORM YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
NOW IT IS AGREED AS FOLLOWS
1. Definitions
1.1. In this Agreement where the context admits:
Acceptance means acceptance in accordance with Clause 7 and “Accepted” shall be construed accordingly;
Acceptance Criteria means the acceptance criteria specified by the Client to Voxalis in writing prior to the Installation which are agreed in writing by Voxalis (if any);
Acceptance Tests means those tests proposed by the Client and agreed in writing by Voxalis prior to the Installation jointly agreed between the parties to verify that the Hardware complies with the Acceptance Criteria (if any);
Business Day means a day other than a Saturday, Sunday or public holiday in England;
Claims mean all costs, claims, damages, losses, demands and expenses (including reasonable legal expenses);
Deliverable(s) means the Hardware and the Network Services;
Installation means the provision of access network, hardware and router installed by an accredited partner; Voxalis are not responsible for any third party equipment such as POE switches and CAT5/6 cabling
Effective Date means the date the order form is countersigned by VTSL Limited;
Fees mean those fees and expenses reserved by clause 6 of this Agreement;
Hardware means the equipment provided to the Client under this Agreement by Voxalis, installed at the Installation Address and directly connected to the Network Services termination point and rental of all associated software licences required to use the Hardware provided by Voxalis;
Installation Address means the address agreed in writing by Voxalis with the Client for installation of the Deliverables or, as the case may be, any other premises in which for the time being the Deliverables are installed with the consent of Voxalis by the direction of the Client (including in each case any pipes wires cables conduits or other conducting media serving the Installation Address) and which the Client warrants as a continuing warranty in each case with full title guarantee may be accessed by Voxalis its agents and contractors with or without plant for purposes of carrying out or completing the Installation, maintenance or removal of the Deliverables at any time without infringing the rights of any third party;
Maintenance Services means any maintenance services required to be carried out to the Hardware by Voxalis as an express written term if this Agreement;
Minimum Term means the period of the contract term stated on the Order Form from the date of the first Rental Payment;
VOXALIS HOSTED IP TELEPHONY SERVICE means the provision of Hardware and Network Services under the Agreement including termination to the Public Switched Telephone Network;
Network Services means all access network services delivered to the Installation Address by Voxalis including all inbound and outbound call traffic or otherwise those services provided or arranged by Voxalis from time to time to facilitate the provision of the VOXALIS HOSTED IP TELEPHONY SERVICE to the Installation Address;
Order Form shall mean the order form signed by the Client and forming part of this Agreement detailing (inter alia) the services, Hardware and Rental Payments forming part of the VOXALIS HOSTED IP TELEPHONY SERVICE;
Price List means the Voxalis list of charges for the provision of the VOXALIS HOSTED IP TELEPHONY SERVICE to the Client annexed hereto or otherwise notified to the Client in writing on or before the Effective Date (as the same may be amended or supplemented from time to time);
Rental Agreement means the rental agreement provided by VTSL Rentals Limited;
Rental Payments shall mean the sums payable for the rental of services set out in the order form or for equipment not subject to the Rental Agreement set out in the order form;
Refusal Notice means a notice issued by the Client identifying
(i) the discrepancy between the Hardware and the relevant Acceptance Criteria; and
(ii) the changes necessary to ensure that the relevant Hardware complies with the Acceptance Criteria;
Technical Specification means the technical specification in respect of the Hardware (if any), agreed between the Client and Voxalis on or before the Effective Date;
Warranty Period means, in respect of all Hardware comprised within an Installation, a period of 90 days from the Acceptance (or if applicable deemed Acceptance) of the Installation. For equipment rented from Voxalis the extended warranty period is 36 months from the date of this agreement.
1.2 References to Clauses are to clauses of this Agreement.
1.3 Where any party to this Agreement comprises more than one person at any time then obligations of that party hereunder shall be joint and several obligations.
2. AGREEMENT
2.1 This Agreement is made on (but not before) the Effective Date.
3. SERVICES
3.1 Voxalis shall provide the VOXALIS HOSTED IP TELEPHONY SERVICE to the Client in consideration of which the Client shall pay the Fees and provide or procure the provision of reasonable access to Voxalis its employees, partners and contractors at the Installation Address (to install maintain and remove the VOXALIS HOSTED IP TELEPHONY SERVICE).
3.2 Voxalis shall provide the VOXALIS HOSTED IP TELEPHONY SERVICE;
(a) using reasonable skill and care; and
(b) in accordance with good industry practice.
3.3 Installation Interval Commitment Voxalis guarantees an Eligible Customer’s installation will not exceed the installation of the Local Exchange Carrier’s installation interval plus 11 business days. Installation Interval Credit 50% of the Non Recurring Charges for the Voxalis VoIP service charges for the impacted seat or site.
3.4 Voxalis shall (subject as hereinafter provided in clauses 3.5, 3.6 and 5) supply maintenance services for the Network Services (either remotely or by physical intervention at the option of Voxalis) without cost to the Client during Voxalis Ltd. Service’s normal working hours 08.30 to 17.30 hours on Business Days.
3.5 Unless caused by the negligent act or omission of Voxalis, Voxalis shall not be obliged to carry out any maintenance to the Hardware outside normal working hours nor where required as a result of any unauthorized act or omission or default of the Client or any third party (including without limitation any failure to adhere to manufacturer’s instructions or guidelines, electrical surges or failures in the public telecommunication system, damage to the hardware caused by vibration to the VOXALIS HOSTED IP TELEPHONY SERVICE housing, unauthorized re finishing or re painting or relocation or removal of the Hardware) nor where arising as a result of any matter outside the reasonable control of Voxalis, but any such maintenance provided by Voxalis in such circumstances shall be provided at the Voxalis rates and terms then applicable at the date when the relevant maintenance is provided.
3.6 Voxalis cannot guarantee that the VOXALIS HOSTED IP TELEPHONY SERVICE will be free of faults or interruptions, timely or secure to the extent the VOXALIS HOSTED IP TELEPHONY SERVICE may be affected by things Voxalis cannot control, such as (without limitation) lack of network capacity, physical obstructions or atmospheric conditions.
4. RISK
4.1 Risk in (but not title to) the Deliverables comprised in the VOXALIS HOSTED IP TELEPHONY SERVICE shall pass on delivery and the Client will be responsible for the security, safe keeping and insurance of all Deliverables from the time each item is delivered to the Installation Address. The Client is advised to notify its insurers accordingly and agrees that the Client will insure and keep insured the Deliverables in the full reinstatement value and provide reasonable evidence thereof on demand and procure that the interest of the owner of the Deliverables is noted on the relevant policy.
5. WARRANTY
5.1 Voxalis warrants that during the Warranty Period, the Hardware shall comply with the Technical Specification.
5.2 If during the Warranty Period, the Hardware fails to function in accordance with the Technical Specification, then subject to the due observance and performance of this Agreement by the Client and clauses 3.5 and 3.6 of this Agreement, Voxalis shall repair any defects in the Hardware and/or provide Maintenance Services in accordance with clause 3.4 at no extra charge to the Client, subject always to clauses 3.5 and 3.6 or unless the defect is otherwise caused by the Client or any third party or unless the Client has modified the Hardware or any Deliverable in any way or failed to adhere to the terms of the manufacturer’s instructions.
5.3 Voxalis’ obligations under Clause 5.2 shall be the Client’s sole and exclusive remedy in respect of any breach of Clause 5.1. Voxalis shall have no further liability to repair any Hardware after the expiry of the Warranty Period unless the Client has entered into a separate support contract with Voxalis in respect of the Hardware.
5.4 The limited warranty set out in Clause 5.1 is given in lieu of all other warranties. Except as expressly set out in this Agreement, any representations, warranties, terms and conditions (whether implied by law, statute, custom or otherwise) are hereby expressly excluded to the maximum extent permitted by law.
6. RENTAL PAYMENTS, FEES AND EXPENSES
6.1 The first Rental Payment shall fall due within one month from the Acceptance date and continue on the same date each month thereafter throughout the Minimum Term;
6.2 The Fees shall be payable in accordance with the Price List for use of the VOXALIS HOSTED IP TELEPHONY SERVICE against invoices submitted by Voxalis to the Client and variable call charges will be calculated in accordance with usage recorded by call logging or recording data of Voxalis or its service providers which data shall be final and binding upon the parties to this Agreement.
6.3 Voxalis invoices for Rental Payments and Fees shall be payable by direct debit and prompt payment shall be an essential condition of this Agreement. Where any direct debit payments are withheld because of insufficient Client funds then without prejudice to the rights of Voxalis hereunder Voxalis reserves the right to charge a reasonable administration fee of not less than £15 plus VAT in relation to each such non payment.
6.4 The Rental Payments and Fees are exclusive of VAT and the Client shall pay the VAT payable in respect of them in the amount and in the manner prescribed by law from time to time.
6.5 All invoices may be rendered by Voxalis at any time and shall be payable by the Client in full, without set off, deduction, abatement or withholding on any grounds on the due date of an invoice. Voxalis shall be entitled to charge interest at a rate of 5% above the base rate of Lloyds TSB Bank plc on all outstanding amounts from the due date until the date payment is received, whether before or after judgement.
6.6 Voxalis reserves the right to vary or increase the terms of the Price List by not less than 4 weeks’ notice in writing to the Client and to the fullest extent permissible by law this Agreement shall remain in full force and effect following such variation or increase whether arising as a result of any ruling or instruction or levy of any competent authority or otherwise.
6.7 Voxalis or its partners may (but is not obliged) to carry out Installation outside normal working hours where requested by the Client, but where Voxalis or its partners agrees in writing to do so the Client shall be liable to pay an increased installation charge to be confirmed in writing by Voxalis prior to Installation.
6.8 The Client by entering into this Agreement unconditionally and irrevocably recognises acknowledges warrants and confirms that;
(i) it authorises its lines to be connected to another service provider;
(ii) it agrees to pay all call charges levied by any telecommunications service provider and to adhere to all terms and conditions applicable to those call charges;
(iii) the execution of this Agreement by the Client does not and will not infringe the rights of any third party;
there is no further act matter or thing outstanding on the part of the Client or its advisors that would or might impede or preclude the Installation taking place at any time from the Effective Date including without prejudice to the generality of the foregoing any outstanding issues relating to any third party consent required to use the VOXALIS HOSTED IP TELEPHONY SERVICE from the Installation Address or otherwise relating to the suitability design construction use or enjoyment of the Installation Address for the purposes of using the VOXALIS HOSTED IP TELEPHONY SERVICE from the Installation Address.
7. ACCEPTANCE
7.1 Voxalis shall notify the Client by email or otherwise in writing of the completion of the work required to install the Hardware at the Installation Address and connection to the Network Services termination point (“Installation”).
7.2 On receipt of notification of the completion of the Installation, the Client shall be entitled in good faith to carry out Acceptance Tests on the Deliverable(s) comprised in the Installation. If (a) the results of the Acceptance Tests demonstrate that the Deliverable(s) in question does not comply with the Acceptance Criteria in all material respects, and (b) the Client has served a Refusal Notice on Voxalis within 5 days of receipt of the Deliverable(s) in question then Clause 7.3 shall apply. In all other circumstances, following the completion of the Acceptance Tests (or within 7 days of the date of Installation if no such Acceptance Tests are carried out by the Client), the Installation and the Deliverable(s) comprised thereby shall be deemed to be Accepted, and Voxalis may invoice the Client for any Fees and expenses as being contingent on Acceptance of the Deliverable(s) in question.
7.3 If the Client serves a Refusal Notice on Voxalis pursuant to Clause 7.2, Voxalis shall be entitled without liability to the Client at the sole discretion of Voxalis either;
(i) to remove and or uninstall the relevant Deliverable(s) without liability to Voxalis; or,
(ii) to modify the Deliverable(s) identified in the Refusal Notice in order to ensure that such Deliverable(s) complies with the relevant Acceptance Criteria in all material respects. Voxalis shall then notify the Client by email or otherwise in writing within a reasonable period of time that the Deliverable(s) has been so modified. The Client shall then be entitled to perform a further set of Acceptance Tests on the relevant Deliverable(s) in accordance with Clause 7.2. This process shall be repeated until the earlier of:
(a) Acceptance of the Deliverable(s) (in accordance with Clause 7.2); or
(b) the termination of the relevant Installation pursuant to Clause 11.3 (e) (which such termination shall be without prejudice to clause 10.3.
8. THE CLIENT’S OBLIGATIONS
8.1 The Client must at all times, ensure that the VOXALIS HOSTED IP TELEPHONY SERVICE is accessed and used:
(a) only in accordance with this Agreement, any user guide and any other instructions Voxalis gives to the Client from time to time; and
(b) only in accordance with all relevant legislation including the Telecommunications Act 1984 the Communications Act 2003 the Data Protection Act 1998 and applicable Health and Safety legislation, regulations, codes of practice, licenses, guidance and other requirements of any relevant government or governmental agency.
8.2 The Client shall not use, nor allow any other(s) to use, the VOXALIS HOSTED IP TELEPHONY SERVICE:
(a) for any improper, immoral, illegal or unlawful purpose;
(b) to store, send, reproduce or receive a communication which is, or is intended to be, a hoax call to emergency services, or which is defamatory, offensive, abusive, indecent, obscene or menacing;
(c) to violate or infringe any rights of, or to cause Annoyance, inconvenience or anxiety to, or to interfere with or damage, any other person;
(d) in such a way that may impair, interfere with, damage or affect the operation or quality of the VOXALIS HOSTED IP TELEPHONY SERVICE or the relevant Deliverable; or
(e) fraudulently or illegally.
8.3 The Client:
(a) shall keep the Hardware in good repair and shall not alter or move the Hardware, nor do anything that is likely to damage or adversely affect its performance, nor remove or deface any words or signs on it, nor permit anyone else to do so;
(b) shall not connect nor permit the connection of the Hardware into any equipment which is not compliant with applicable health and safety telecommunications or other applicable legislation for the time being in force (and without limitation Voxalis reserves the right to suspend withdraw or refuse to supply the VOXALIS HOSTED IP TELEPHONY SERVICE in the event that Voxalis in its absolute discretion deems such equipment non compliant as aforesaid);
(c) shall not sell, let , mortgage, charge, pledge, dispose of or do anything that would prejudice the Hardware or the VOXALIS HOSTED IP TELEPHONY SERVICE in any way; and
(d) will allow Voxalis and its representatives to inspect, test, modify, change, add to, replace or remove any such Hardware on reasonable notice.
8.4 The Client shall provide all reasonable assistance and information with regard to the supply of the VOXALIS HOSTED IP TELEPHONY SERVICE.
8.5 The Client hereby irrevocably authorizes Voxalis to act on the Client’s behalf in all dealings with the operator of any telecommunications network or system in connection with any matter that enables Voxalis to provide or to continue to provide the Client with the VOXALIS HOSTED IP TELEPHONY SERVICE (including without limitation giving all nominations notices and authorizations to any telecommunications provider to facilitate the VOXALIS HOSTED IP TELEPHONY SERVICE via that provider).
8.6 The Client hereby consents to disclosure of all information of a confidential nature relating to the Client (and authorizes such disclosures pursuant to applicable data protection legislation) for the purposes of administering this Agreement.
8.7 The Client will at all times during and following termination of this Agreement on demand indemnify and keep indemnified and hold harmless Voxalis its officers, partners, agents, employees and contractors from and against all Claims together with all VAT due thereon arising as a result of any breach non observance or non performance of this Agreement by the Client or otherwise as a result of any act or omission of the Client.
9. VARIATIONS
9.1 The right is reserved to Voxalis to make variations to Fees in clause 6
9.2 Voxalis may vary the other terms of this Agreement at any time by posting the changes on its website and, if any variation of these terms and conditions is likely to cause material detriment to the Client, by giving the Client reasonable prior notice. Voxalis will only do this if it has a valid reason, for example to reflect changing arrangements with any operator of any telecommunications network or system over which Voxalis provides the VOXALIS HOSTED IP TELEPHONY SERVICE or changing legal, regulatory or business requirements. In the event of any such change, the Client shall have the right to terminate this Agreement by giving Voxalis 7 days’ written notice. The Client agrees that if the Client does not serve such notice within 30 days after any variation(s) to these terms and conditions has been posted on Voxalis Service’s website or, in the case of a variation which is likely to cause material detriment, notified to the Client, the Client will be bound by the Agreement as varied.
10. SUSPENSION AND CANCELLATION
10.1 Without prejudice to the accrued rights of Voxalis hereunder (including without limitation the right to terminate this Agreement on the terms hereinafter appearing) and without liability to the Client Voxalis may at its discretion suspend the Client’s access to the VOXALIS HOSTED IP TELEPHONY SERVICE immediately:
a) in the event of any breach (or suspected breach) of the terms of this Agreement by the Client or any other agreement to which the Client and Voxalis are parties;
b) if required to do so by the Government, an emergency service organization or any other competent body or authority;
c) for repairs, maintenance or improvement; or
d) if Voxalis has good reason to suspect fraudulent activity or misuse of the VOXALIS HOSTED IP TELEPHONY SERVICE.
10.2 In the event of suspension of the VOXALIS HOSTED IP TELEPHONY SERVICE as aforesaid the Client shall pay for and indemnify Voxalis on demand against all costs incurred in suspending and re connecting the VOXALIS HOSTED IP TELEPHONY SERVICE and shall be solely responsible for discharging any additional telecommunication costs incurred by the Client as a result of suspension of the VOXALIS HOSTED IP TELEPHONY SERVICE.
10.3 The Client acknowledges that it has no right to cancel this Agreement whether prior to or at any time following Installation. Voxalis may (but is not obliged to) accept cancellation at any time prior to Installation on such written terms as Voxalis may at any time prior to Installation in its sole discretion specify and where Voxalis so agrees in writing (and without prejudice to the generality of the foregoing) the Client shall discharge on demand and indemnify Voxalis from and against the cost incurred in the provision of the Hardware at the Installation Address.
11. TERM AND TERMINATION
11.1 This Agreement shall commence on the Effective Date and continue in full force and effect for the minimum term and shall thereafter continue in full force and effect until terminated by either party to this Agreement giving to the other not less than three months notice in writing to that effect.
11.2 Voxalis may terminate this Agreement immediately on giving notice in writing to the other in the event that the other is or becomes insolvent, meaning that a resolution is passed or an order is made for the winding up of the other (other than for the purpose of solvent amalgamation or reconstruction) or the other becomes subject to an administration order, or a receiver or administrative receiver is appointed or an encumbrancer takes possession of any the other’s property, or the other suffers any analogous procedure under any foreign law.
11.3 Voxalis may terminate this Agreement immediately on giving notice in writing to the Client in the event that:
(a) the Client fails to pay any sums due under this Agreement or the Rental Agreement on the due date; or
(b) the Client commits a material breach of this Agreement or the Rental Agreement which is not capable of remedy, or (where capable of remedy) fails to remedy such breach within 7 days of receipt from Voxalis of notice requiring it to do so; or
(c) Voxalis reasonably believes the Client has provided false or misleading information to Voxalis;
(d) the Client ceases or threatens to cease trading;
(e) Voxalis is unable to install or continue to provide the VOXALIS HOSTED IP TELEPHONY SERVICE.
12. EFFECT OF TERMINATION
12.1 Upon termination or expiry of this Agreement for any reason:
(a) Voxalis will have the right immediately to cease the provision of the VOXALIS HOSTED IP TELEPHONY SERVICE; and
(b) all sums payable by the Client to the date of termination shall become immediately due and payable; and
(c) the Client shall pay to Voxalis a termination sum equal to the Rental Payments and Fees which would have fallen due for the remainder of the Minimum Term, had this Agreement not been terminated; and
(d) the Client shall deliver up the Hardware to Voxalis in good repair and condition (fair wear and tear excepted) at such address in the United Kingdom as Voxalis shall specify; and
(e) termination shall be without prejudice to the accrued rights of the parties to the date of termination.
13. LIMITATION OF LIABILITY
13.1 Nothing in this Agreement shall operate to limit or exclude Voxalis’ liability for death or personal injury caused by its negligence, or for fraud.
13.2 Subject to (a) Clause 13.1 (where Voxalis’ liability is unlimited) and (b) save as provided in clause 5 of this Agreement Voxalis Service’s maximum aggregate liability for all claims made under or in connection with this Agreement (whether arising in contract, under statute or in tort (including in each case negligence) or otherwise shall be limited to 125% of the total sums paid or payable by the Client to Voxalis under this Agreement up to the date on which the event(s) giving rise to the claim occurred.
13.3 Voxalis shall not be liable to the Client for either (a) any loss of profits, loss of revenue, loss of data, loss of use, loss of anticipated savings or (b) any indirect, incidental, or consequential loss either of which arises in any way under or in connection with this Agreement, even if such part has been advised in advance of the possibility of such damages.
14. GENERAL
14.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Agreement.
14.2 Neither party shall be liable to the other for delays caused by an event beyond that party’s reasonable control, such as fire, accident, labor dispute, floods, war, insurrection, riot, terrorism, act of government, act of God, but;
14.3 Each party shall use all reasonable efforts to minimize the extent of any such delay. In the event that such an event lasts for more than one month, either party shall be entitled to terminate this Agreement on giving notice in writing to the other.
14.4 The parties to this Agreement are independent contractors. Nothing in this Agreement shall be deemed to create any form of partnership, principal-agent relationship, employer-employee relationship, or joint venture between the parties to it.
14.5 Voxalis may assign or transfer its rights under this Agreement to another party (“Assignee”) without consent of the Client. If Voxalis assigns or transfers all or any our rights under this Agreement the Client will pay all Rentals and Fees to the Assignee without deduction, set-off or counterclaim irrespective of whether or not it is using the Hardware or VOXALIS HOSTED IP TELEPHONY SERVICE or for any reason whatsoever. The Assignee will have no obligations to the Client under this Agreement in relation to the VOXALIS HOSTED IP TELEPHONY SERVICE described herein. Voxalis will, however, continue to remain liable to the Client for the performance of the VOXALIS HOSTED IP TELEPHONY SERVICE and/or the provision of the Hardware.
14.6 Voxalis may without liability to the Client sub-contract its obligations in whole or in part under this Agreement in order to duly perform or procure the performance of the obligations of Voxalis hereunder.
14.7 Neither party shall be deemed to have waived any provision of this Agreement unless such waiver is in writing and executed by a duly authorised officer of the waiving party. No waiver by either party of any provision shall constitute a waiver of such provision on any other occasion.
14.8 The invalidity or unenforceability, in whole or in part, of any provision of this Agreement shall not affect the validity or enforceability of the remainder of such provision or of any other provision of this Agreement.
14.9 Clauses 4 5 6 8 and 13 shall survive expiration or termination of this Agreement.
14.10 This Agreement constitutes the entire agreement between the Client and Voxalis relating to its subject matter to the exclusion of all other terms, and supersedes all previous arrangements, agreements, and drafts. The Client acknowledges that in entering into this Agreement it has not relied upon any pre-contractual representation not expressly included in this Agreement. Voxalis shall not have any liability in respect of any pre-contractual representation innocently or negligently made. So far as permitted by law and except in the case of fraud, the Client acknowledges and agrees that its only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of terms of this Agreement (to the exclusion of all other rights and remedies including those arising in tort or under statute).
14.11 Save as provided above in relation to variations by Voxalis this Agreement may not be amended unless such amendment is in writing and signed by both parties.
14.12 All notices and other communications in connection with this Agreement shall be in writing. Notice shall be deemed to have been received by a party when actually received in the case of hand delivery, or five (5) days after mailing by first class mail, postage prepaid, to such party at the address of its registered office or principal place of business. Except where specified otherwise in this Agreement, notices may not be sent by email.
14.13 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
14.14 Voxalis agrees and declares that the VOXALIS HOSTED IP TELEPHONY SERVICE complies with the relevant general conditions imposed upon Voxalis pursuant to the Communications Act 2003 as at the Effective Date.
15. GOVERNING LAW AND JURISDICTION
15.1 This Agreement is governed by and shall be construed in accordance with English law.
15.2 The parties 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.
15.3 If the matter is not resolved through negotiations within 30 days, the parties will attempt in good faith to resolve the dispute or claim through an Alternative Dispute Resolution (ADR) procedure recommended to the parties by the Centre for Dispute Resolution.
15.4 If the matter has not been resolved by an ADR procedure within 30 days of the dispute arising, or if either party will not participate in an ADR procedure, the dispute shall be resolved under the jurisdiction of the Courts of England, whose jurisdiction shall be exclusive in all matters save the enforcement of judgments, where it shall be non-exclusive.
16. SERVICE LEVEL AGREEMENT
Voxalis is committed to providing the highest levels of performance, reliability and survivability of its Hosted VoIP Telephony services. As one measure of our ongoing commitment to excellent customer service, Voxalis provides a Service Level Agreement (SLA) covering our VoIP services and the ability for customers to determine adherence to these SLAs. If an Eligible Customer experiences performance that does meet the applicable commitments set forth in this SLA, then Voxalis will issue the Eligible Customer a Service Credit. This SLA describes Voxalis’ target network performance and service level metric for its VoIP services. This SLA does not apply to Internet connectivity provided by third parties or Access Network provided by Voxalis, although failure of the same to perform will affect the Voxalis Service.
Each of the following metrics and credits are on a per seat or per site basis
16.1 Service Level Commitments
16.1.1 Service Availability
16.1.2 Service Availability Commitment Voxalis guarantees Service Availability of 99.9% of the total applicable time for each month, otherwise a Service Credit will be provided to the Eligible Customer
16.1.3 Service Availability Credit 100% of the billed monthly recurring charges for the Voxalis VoIP service for the impacted month
16.2 Mean Time to Repair
16.2.1 Mean Time to Repair Commitment Voxalis guarantees a Mean Time to Repair of 4 hours or less for trouble tickets classified as Priority 1, otherwise a Service Credit will be provided to the Eligible Customer.
16.2.2 Mean Time to Repair Credit
Service Credit equal to the applicable percentage set forth in Table 1 below:
Mean Time to Repair Service Credit
0 to 4 hours None
4 hours to 6 hours 15% of Billed Monthly Recurring Charges
6 hours to 8 hours 30% of Billed Monthly Recurring Charges
Greater than 8 hours 50% Billed of Monthly Recurring Charges
Table 1 – Mean Time to Repair Service Credit
16.3 Mean Time to Respond
16.3.1 Mean Time to Respond Commitment Voxalis guarantees a Mean Time to respond of 30 minutes or less for trouble tickets classified as Priority 1 during business hours, otherwise a Service Credit will be provided to the Eligible Customer. Tickets classified as Priority 2 guarantees a response within 4 business hours. Outside business hours Voxalis guarantee a Mean Time to Respond of 2 hours for trouble tickets classified as Priority 1. Trouble tickets classified as Priority 2 may only be handled outside of business hours at the discretion of the Duty Manager.
16.3.2 Mean Time to Respond Credit Service Credit equal to the applicable percentage set forth in Table 2 below:
Mean Time to Respond Service Credit
0 to 30 minutes None
30 minutes to 60 minutes 15% of Billed Monthly Recurring Charges
60 minutes to 90 minutes 30% of Billed Monthly Recurring Charges
Greater than 90 minutes 50% Billed of Monthly Recurring Charges
Table 2 – Mean Time to Respond Service Credit
16.4 Installation Interval
16.4.1. Installation Interval Commitment Voxalis guarantees an Eligible Customer’s installation will not exceed the installation of the Local Exchange Carrier’s installation interval plus 11 business days.
16.4.2 Installation Interval Credit 50% of the Non Recurring Charges for the Voxalis VoIP service charges for the impacted seat or site.
16.5 Qualifications
In order to receive a Service Credit as outlined in Section 2, the Eligible Customer must first open a Trouble Ticket, as described in Section 4, to report a Service Outage or a Service Affecting Issue, and then submit a written request for a credit to Voxalis within 15 business days of closing said Trouble Ticket. For Installation Interval Credits, only the written request must be submitted. Such written requests shall be sent to 5 Nickols Walk, London, SW18 1BZ. The Eligible Customer must include the Trouble Ticket reference number when requesting the credit.
16.6 Trouble Ticket Creation
Customer may open a Trouble Ticket using one of the following methods:
(a) Calling the support team on 0845 505 3200
(b) Emailing the support team at support@voxalis.co.uk. Please note that outside business hours, emails sent to this address will be picked up during the next working day. For urgent service affecting issues outside business hours please call 0845 505 3200
16.7 Credit Structure
The non¬compliance credit structure is based on monthly billing calculation or non¬recurring billing calculations, depending on the specific Service Credit. For any billing month in which Voxalis fails to meet any one of the Service Level Commitments stated in Section 2, the credit structure outlined in this SLA will be applied to the net Monthly Recurring charges or Non¬-Recurring Charges as appropriate. Any decision made by Voxalis concerning this SLA or associated credits will be final and binding and is within the sole discretion of Voxalis. In no event will the cumulative total of the Service Credits for all Service Level Commitments exceed their respective Monthly Recurring Charge or Non¬-Recurring Charge. For the avoidance of doubt, the MRC does not includes any usage ¬based charges for international dialling, Directory Enquiries, Operator Assisted Dialling, DIDs, Porting Charges or other usage based dialling services provided by the local exchange carrier. The MRC does not include access network provided by Voxalis or any third party. Moreover, the combined cumulative total of Service Credits issued during a Contract Year under these SLAs will not exceed 15% of an Eligible Customer’s total monthly recurring charges or non¬recurring charges for the Contract Year.
16.8 Definitions
16.8.1. Voxalis Business Hours: 08:30AM to 17:30 PM Monday through Friday
16.8.2. Contract Year: The 12¬ month billing period commencing on the first day of the month after the Eligible Customer’s Voxalis contract is effective and each successive 12¬ month billing period.
16.8.3 Eligible Customer: Any customer who has purchased Voxalis VoIP services from Voxalis or a Voxalis partner with a minimum 1 year term commitment and is in full compliance with the terms of its Voxalis VoIP service contract and meets any specific eligibility criteria set forth in the particular service commitment
16.8.4. Installation Interval: The total number of calendar days between the operational order entry date of a Voxalis order, excluding network design and order preparation time, and the date the applicable seat, or site, is installed and available for use. This includes both the provisioning tasks of the Local Exchange Carrier and those of Voxalis. The Installation Interval also assumes the customer passes automated credit check and does not require additional manual investigation
16.8.5 Mean Time to Repair: Monthly average of the time taken between opening an Eligible Customer’s trouble tickets and restoring service for all Trouble Tickets designated as Priority 1.
16.8.6. Mean Time To Respond: Monthly average of the time taken for Voxalis to initially respond via phone or email to a service impacting Trouble Ticket logged by a customer.
16.8.7. Voxalis Support team Hours: 08:30AM to 17:30 PM Monday through Friday. Outside of these hours Priority 1 calls will be passed to a Duty Manager. Priority 1 tickets can be reported 365 days per year, 7 days per week, 24 hours per day
16.8.8 Priority 1: Trouble ticket classification for issues in which an Eligible Customer’s service is down or Inoperable for all users on a particular site.
16.8.9 Priority 2: Trouble ticket classification for issues when a customer’s service is affected by an intermittent issue or a fault affecting additional services such as voicemail, mobile twinning or call coverage.
16.8.10 Service Affecting Issue: An unscheduled period during which the Service performs irregularly or otherwise not up to normal specifications.
16.8.11. Service Availability: Means the percentage of the time in a given month the Eligible Customer’s Voxalis service was available. Service Availability is calculated as the total amount of time in a calendar month (30 days x 24 hours x 60 minutes) minus the total amount of validated Service Outage Time as measured by Voxalis trouble tickets, (excluding maintenance windows and planned outages) divided by the total amount of time in a calendar month and multiplied by 100.
16.8.12. Service Credit: A portion or total of the actual billed monthly recurring or non¬recurring charge for the affected site.
16.8.13. Service Outage: An unscheduled period during which a customer site is unable to send and receive VoIP calls. This does not include failure or malfunction of any cabling, switching or other equipment not provided by Voxalis. To qualify for Service Outage credits, the Eligible Customer must open a Trouble Ticket classified as Priority 1.
16.8.14 Service Outage Time: The period beginning when the Customer opens a Priority 1 Trouble Ticket with Voxalis for a Service Outage and continuing until the time such Trouble Ticket is cleared and the affected service is restored by Voxalis.
16.8.15 Trouble Ticket: The tool by which an Eligible Customer reports a perceived fault issue to Voxalis and the sole means by which Service Outage Time is calculated
16.9 Exclusions
16.9.1 All Availability, Mean Time to Respond or Mean Time to Repair measurements do not include periods of outages due in whole or in part to the following causes:
16.9.2. Any act or omission on the part of the Eligible customer, any third party contractor or vendor, or any other entity over which the Eligible Customer exercises control or has the right to exercise control
16.9.3. The Eligible Customer’s applications, equipment or facilities.
16.9.4. Voxalis Network’s, its underlying carrier(s)’ or the Customer’s scheduled maintenance
16.9.5. Any event or occurrence that results in “No Fault Found” or “User Error” resolution to Trouble Tickets
16.9.6 Any event or outage lasting under 60 seconds in duration
16.9.7. Force majeure event beyond the reasonable control of Voxalis including, but not limited to, acts of God, natural disasters, cable cuts, government acts and regulation and national emergency
16.9.8 Trouble Tickets associated with new installations within the fist month of such installation
16.9.9 Interruptions associated with act or omission on the part of the Eligible customer or a third party, including, but not limited to, any local access provider, or an interruption where the Eligible Customer elects not to release the service for testing and repair and continues to use it on an impaired basis.
16.9.10 Interruptions during any period when Voxalis or its agents are not allowed access to the Customer premises where affected access lines are terminated
16.9.11 Master Trouble tickets opened by Voxalis or by a qualified third party on behalf of Voxalis such as those in the case of a fibre cut.
16.9.12. Interruptions associated with a failure of equipment provided by the Eligible Customer or a third party, including, but not limited to, any local access provider, or an interruption where the Customer elects not to authorize access to the equipment for testing.
16.9.13. Any failure or issue associated with the Eligible Customer’s underlying network connection.
16.9.14 Time attributed to Eligible Customer’s delay in responding to Voxalis’s requests for assistance to repair an outage.
Voxalis reserves the right to amend the SLA from time to time effective upon the posting of revised SLA metrics on www.voxalis.co.uk/termsandconditions .
