Supplementary terms for the supply of Hosted IP Telephony Services
The Services set out in this Supplement shall be supplied by Abbey Support Ltd to the Client on the terms and conditions set out in Abbey Support Ltd 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.
1. SUPPLEMENTARY DEFINITIONS
1.1 ‘Access Services’ means either the physical connection between the Client’s site and the Core Network or a broadband service-based connection, neither of which, for the avoidance of doubt, are provided under the terms of this Supplement.
1.2 ‘Bundle’ means a subscription to additional features including monthly usage allowance, for defined Call types, to be used by the Client on a fair usage basis.
1.3 ‘Call’ means a signal, message or communication that is silent, spoken or visual on a Line that provided to the Client by Abbey Support Ltd under the terms of this Agreement.
1.4 ‘Calling Line Identity’ (‘CLI’) means the identity allocated to the originating Call.
1.5 ‘Communications Act’ means the Communications Act 2003 as amended by the Digital Economy Act 2010 and all other re-enactments.
1.6 ‘Core Network’ means the communications equipment and communication lines and circuits provided by Abbey Support Ltd excluding the Access Services, the Public Internet and the Customer Premises Equipment, for the provision of the Telephony Services.
1.7 ‘Customer Premises Equipment’ (‘CPE’) means network equipment provided by Abbey Support Ltd which shall be located at the Client’s premises, including, but not limited to network terminating equipment, routers and media gateways.
1.8 ‘Emergency Call’ means a Call made to either ‘999’ or ‘112’.
1.9 ‘Emergency Maintenance’ means any period of maintenance for which, due to reasons beyond its reasonable control, Abbey Support Ltd is unable to provide prior notice of.
1.10 ‘Emergency Services Organisation’ means emergency service organisation including police, fire brigade and ambulance service.
1.11 ‘End User’ means a user of the Services subscribed to by the Client.
1.12 ‘Exchange’ means the local point of presence in the Core Network.
1.13 ‘General Conditions’ means the General Conditions of Entitlement set by Ofcom pursuant to its powers under the Communications Act.
1.14 ‘Hosted Telephony Platform’ means the Core Network-located telephony exchange which provides full function telephony exchange functionality and routing for Calls.
1.15 ‘LAN’ means local area network situated at the Client’s site(s) and under the control of the Client.
1.16 ‘Line’ means connection that is provided to the Client by Abbey Support Ltd under the terms of this Agreement.
1.17 ‘Number Translation Services’ (‘NTS’) means the service to provide non-geographic numbers.
1.18 ‘Ofcom’ means the Office of Communications or any competent successor.
1.19 ‘PCI-DSS’ means the Payment Card Industry Data Security Standard.
1.20 ‘Planned Maintenance’ means any period of maintenance for which Abbey Support Ltd has provided prior notice.
1.21 ‘PSTN Line’ means an analogue telephone Line that is connected to the public switched telephone network via the local loop.
1.22 ‘Public Internet’ means the world-wide collection of private and public router-based networks that are interconnected via gateways and exchange points.
1.23 ‘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.
1.24 ‘Service Limitations’ means the Service Limitations set out in the Order.
1.25 ‘Special Condition’ means any special conditions imposed by Ofcom pursuant to its powers under the Communications Act.
1.26 ‘Subscriber Number’ means the number(s) allocated by Abbey Support Ltd for use by the Client.
1.27 ‘Telephony Equipment’ means routers, switches and telephone handsets.
1.28 ‘Telephony Services’ means hosted IP-based telephony services.
1.29 ‘Toll Fraud’ means a crime where a third party obtains telecommunications services illegally, including but not limited to breaching network security and accessing telephony exchange services or using or selling long distance credit card codes.
2. TERM
2.1 This Agreement will be deemed to come into effect on acceptance of the Client’s Order by Abbey Support Ltd 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 after the expiry of the Minimum Term (or subsequent Additional Term) for an Additional Term. The duration of the Additional Term shall be one year unless otherwise set out on the Order. Abbey Support Ltd shall, not less than sixty days prior to the end of the Minimum Term or any Additional Term thereafter, notify the Client of changes to charges and any other changes to the terms of this Agreement. In the event that:
2.2.1 The Client serves notice to terminate this as per clause 9 hereof, this Agreement shall terminate at the end of the calendar month immediately following the end of the Minimum Term or Additional Term thereafter;
2.2.2 The Client notifies Abbey Support Ltd of acceptance of changes, the Agreement shall continue in force for an Additional Term;
2.2.3 The Client fails to notify Abbey Support Ltd of acceptance of changes and fails to serve notice to terminate, such failures to notify Abbey Support Ltd shall imply that the changes have been accepted and the Agreement shall continue in force for an Additional Term.
3. PROVISION OF SERVICES
3.1 The Services comprise Telephony Services and support services as set out in the Order. Abbey Support Ltd shall use reasonable endeavors to provide the Services twenty-four hours per day, subject to the limitations expressed in this Agreement.
3.2 Abbey Support Ltd shall use reasonable endeavors to provide each of the Services set out in the Order to the Client, subject to acceptance of the Client’s Order, from the RFS Date. During the Run-Up Period, Abbey Support Ltd shall carry out the necessary pre-service provision activities, including site survey(s), installation work and agreement of the RFS Date with the Client.
3.3 The Services provided shall include those of the following as set out in the Order:
3.3.1 The provision of hosted IP-based Telephony Services;
3.3.2 The provision of Subscriber Numbers and directory entries as specified by the Client;
3.3.3 The porting of existing geographic numbers (subject to the existence of appropriate porting agreements);
3.3.4 The provision of services to enable the Client to make and receive Calls via the Hosted Telephony Platform, the Public Internet and the PSTN;
3.3.5 The provision of Number Translation Services;
3.3.6 The provision of helpdesk services during standard Abbey Support helpdesk hours Monday – Friday 9am – 5:30pm excluding Public Holidays;
3.3.7 If set out on the Order, installation of Equipment at the Client’s site(s) and the provision of basic training in the use of the Equipment and Services;
3.4 During the term of this Agreement, Abbey Support Ltd 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 Abbey Support Ltd will use reasonable endeavours to minimise such disruption and will provide as much notice as possible.
3.4.3 For the sole purpose of protecting the Telephony Services, monitor the profile of Calls made and received using the Telephony Services for potential fraudulent or bad faith use and if in Abbey Support Ltd’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 General Terms and Conditions attached hereto, Abbey Support Ltd 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 Abbey Support Ltd cannot guarantee and does not warrant that the Telephony Services will be free from interruptions, including but not limited to interruption of the Services for operational reasons, interruption of the Telephony Services for emergency reasons or degradation of the quality of the Telephony Services.
4. ACCEPTABLE USE
4.1 The Client agrees to use the Services in accordance with the provisions of this Agreement, any relevant service literature and all other reasonable instructions issued by Abbey Support Ltd from time to time.
4.2 The Client 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 Hosted Telephony 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 Abbey Support Ltd’s Core Network or Hosted Telephony Platform;
4.2.7 Obtain access to restricted areas of the Core Network;
4.2.8 In any manner which in Abbey Support Ltd’s reasonable opinion brings Abbey Support Ltd’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 Client 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.
5. CUSTOMER’S OBLIGATIONS
During the term of this Agreement, the Client shall:
5.1 Pay all additional charges levied by Abbey Support Ltd, including but not limited to those arising from Call charges incurred by the Client:
5.1.1 The Client 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 Indemnify Abbey Support Ltd against all claims made by third parties arising from faults in the Telephony Services.
5.3 If (beyond Abbey Support Ltd’s reasonable control) Calls are routed other than by Abbey Support Ltd’s Hosted Telephony Platform:
5.3.1 Pay invoice(s) raised by third party supplier(s);
5.3.2 Notify Abbey Support Ltd immediately of any invoices for services raised by a third party for services that are covered by this Agreement.
5.4 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.
5.5 Ensure that all reasonable measures to minimise Toll Fraud are made, as set out in clause 12 hereof.
5.6 If the Client has subscribed to call recording services, the Client shall:
5.6.1 Ensure full compliance with the statutory requirements for the use of such service; and
5.6.2 Implement appropriate technical and organisational measures, including pseudonymisation and minimisation of data in an effective manner in order to meet the requirements inter alia of the Data Protection Legislation and PCI-DSS;
5.6.3 Indemnify Abbey Support Ltd against any claims made against the Client which result from the use of such service and / or the Client’s non-compliance with sub-clauses 5.6.1 and 5.6.2.
5.7 Agree that in all instances where it attaches Equipment that has not been provided by Abbey Support Ltd 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 Abbey Support Ltd in relation thereto.
5.8 Accept that if it attaches Equipment that does not comply with the provisions of sub-clause 5.7 and such Equipment in the reasonable opinion of Abbey Support Ltd is causing disruption to the Telephony Services, Abbey Support Ltd shall be entitled to suspend the provision of the Telephony Services forthwith.
5.9 Provide a LAN at the Client 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 Abbey Support Ltd under the terms of this Agreement.
5.11 Co-operate reasonably with Abbey Support Ltd’s supplier if the supplier directly contacts the Client to make or change appointments or to request information in respect of an installation or Fault.
5.12 If the Client subscribes to a service that provides music on hold and the Client uploads music files, the Client agrees to obtain all necessary licenses and permissions as may be required and indemnifies Abbey Support Ltd against any and all claims that may be brought against Abbey Support Ltd 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 the Regulator.
5.14 If the Client elects to configure the Telephony Equipment to present the Calling Line Identity when an outgoing Call is made, the Client shall:
5.14.1 Ensure that the CLI is of a national significant format, is allocated to the Client and that the Client possess all necessary permissions in respect of the Line;
5.14.2 Ensure that if the CLI is not allocated to the Client, the Client possesses current written consent for its use by the allocated owner and if such consent is revoked, immediately notify Abbey Support Ltd;
5.14.3 Ensure that under the terms of the CLI code of practice, the CLI presented is allocated to the Client, 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 Client makes marketing calls or uses auto-diallers to make Calls via the Telephony Services, the Client agrees to comply with the Privacy and Electronic Communications Regulations and guidelines issued by the Regulator from time to time.
5.16 Acknowledge that Abbey Support Ltd shall be entitled to suspend or terminate the Services forthwith if the Client breaches the terms of sub-clause 5.15 or 5.16 and hereby indemnifies Abbey Support Ltd against any claims arising from such breach.
6. ABBEY SUPPORT LTD’s OBLIGATIONS
During the term of this Agreement, and subject to the performance by the Client of its obligations hereunder, Abbey Support Ltd 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 Make available a helpdesk service that shall provide support and guidance in the use of the Telephony Services and manage the resolution of all Services-related Incidents raised by the Client.
6.3 Respond to fault reports made by the Client and make reasonable endeavors to repair any fault that is within the Telephony Services or directly caused by Abbey Support Ltd, its employees, agents, subcontractors or suppliers:
6.4 Make reasonable endeavors 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 endeavors to provide reasonable notice of any bona fide restriction which, for operational reasons Abbey Support Ltd may place on the Telephony Services.
6.6 Comply with the Client’s requirements regarding telephone directory listing, if set out in the Order.
6.7 Subject to the appropriate number porting agreements being in place, make reasonable endeavors to comply with the Client’s requests for number porting and sub-allocation.
7. INDEMNITIES
7.1 The Client agrees to indemnify, defend and hold harmless Abbey Support Ltd from and against any liabilities, actions, losses damages, judgements, costs, fines, claims or expenses incurred by Abbey Support Ltd or legal proceedings which are brought or threatened against Abbey Support Ltd by a third party in the event of:
7.1.1 The Telephony Services being used in breach of the acceptable uses set out in Clause 4 hereof, except where such a breach results from fraud by Abbey Support Ltd;
7.1.2 The Client being or having been in breach of sub-clause 5.7 hereof;
7.1.3 Any fraud except by Abbey Support Ltd;
7.1.4 The Client not having given permission for Abbey Support Ltd, its subcontractor or supplier to carry out work at the Client’s site.
7.2 If Abbey Support Ltd 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 Client of such claim;
7.2.2 Make no admission relating to such claim or legal proceedings without agreement of the Client, such agreement not to be unreasonably delayed or withheld;
7.2.3 Consult with the Client regarding the conduct of any action and have due regard for the Client’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 Client, such agreement not to be unreasonably delayed or withheld.
7.3 Each 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 from within this agreement and any previously subscribed General Terms and Conditions.
7.4 Abbey Support Ltd will indemnify the Client against all claims and proceedings arising from infringement of any intellectual property rights by reason of Abbey Support Ltd’s provision of the Services to the Client, PROVIDED always that such claims or proceedings are not caused by the Client:
7.4.1 Using the Telephony Services in conjunction with other Equipment or software or any other service not approved by Abbey Support Ltd;
7.4.2 Modifying or altering any Equipment or configuration thereof without the prior written consent of Abbey Support Ltd;
7.4.3 Using the Telephony Services otherwise than in accordance with the terms of this Agreement.
8. GENERAL
8.1 Upon written notice given by Abbey Support Ltd’s supplier, Abbey Support Ltd’s rights and obligations, including all accrued rights and obligations, shall be assigned and transferred to Abbey Support Ltd or to its nominee.
8.2 Abbey Support Ltd has no control over the data delivered to the Client over the internet.
8.3 If an appointment is made with the Client for a visit to site and that at the appointed time Abbey Support Ltd is unable to access the Client’s site, or the appointment is otherwise broken by the Client, Abbey Support Ltd shall be entitled to charge the Client for the visit; and
8.3.1 If Client breaks an appointment for the installation of Equipment and fails to agree a further installation date which falls within thirty days of the date of the broken appointment, Abbey Support Ltd shall be entitled to terminate this agreement and recover costs as set out in clause 10.
8.4 If Abbey Support Ltd carries out work in response to a fault reported by the Client and Abbey Support Ltd subsequently determines that such fault either was not present or was caused by an act or omission of the Client, Abbey Support Ltd shall be entitled to charge the Client for the rectification work including labour, hardware and software fees as applicable.
8.5 Abbey Support Ltd shall not be responsible for the programming, configuration or management of the Customer Premises Equipment that has not been provided by Abbey Support Ltd.
8.6 Abbey Support Ltd 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.
8.7 If Abbey Support Ltd 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 Client will do everything reasonably required by Abbey Support Ltd to ensure that Abbey Support Ltd 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.
9. TERMINATION
9.1 This agreement may be terminated:
9.1.1 By either party by giving the other not less than sixty 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 Client by giving twenty one days’ notice in writing if Abbey Support Ltd makes changes to the terms of this Agreement which are materially disadvantageous to the Client (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 Abbey Support Ltd discovers technical issues including location of the Client’s site, which prevent it from being able to provide the Services or part thereof;
9.1.4 By Abbey Support Ltd if its supplier ceases to provide the Services.
9.2 In the event of termination of this agreement, howsoever occasioned, the Client 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 Abbey Support Ltd arising from the Client’s failure to arrange for services to be provided by an alternative supplier.
9.3 On termination, all Subscriber Numbers allocated to the Client under the terms of this Agreement shall be transferred to Abbey Support Ltd and subject to the appropriate number porting agreements that are in place, may be transferrable to the Client’s new supplier.
10. CHARGES AND PAYMENT
10.1 In general, invoices for installation and setup, including number porting and sub allocation, shall be raised by Abbey Support Ltd in advance of the Commencement Date, invoices for fixed periodic charges shall be raised in advance of the relevant period and invoices for all Call Charges, whether incurred with the authorisation of the Client 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 Abbey Support Ltd shall commence charging for the Telephony Services from the RFS Date, regardless of the date on which the Client commences use of the Telephony Services. If the RFS Date does not correspond with Abbey Support Ltd’s invoicing period as set out in the Order, Abbey Support Ltd shall charge the Client 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 Abbey Support Ltd.
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.
10.6 Calls made by the Client to numbers prefixed 0800, 0808, 03 and 0500 will be free of charge.
10.7 The Client acknowledges that the prices quoted in Abbey Support Ltd’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 Client acknowledges that the charges for the Minimum Term are calculated by Abbey Support Ltd in consideration inter alia of the setup costs to be incurred by Abbey Support Ltd and the length of the Minimum Term offered.
10.9 The Client agrees that the Client shall be liable for termination charges, which shall be paid by way liquidated damages in the event that:
10.9.1 The Client terminates this Agreement at convenience prior to the end of the Minimum Term or Abbey Support Ltd terminates this Agreement prior to the end of the Minimum Term by reason of the Client’s un-remedied breach of the terms of this Agreement, the Client 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 including Bundles and Equipment rental charges due up to the end of the Minimum Term;
10.9.2 The Client terminates this Agreement at convenience prior to the end of any Additional Term or Abbey Support Ltd terminates this Agreement prior to the end of any Additional Term by reason of the Client’s un-remedied breach of this Agreement, the Client shall be liable for:
a) Payment of all Services charges including Bundles and Equipment rental charges due to the end of the current Additional Term;
10.10 The Client shall not be liable for termination charges if this Agreement is terminated by:
10.10.1 The Client at the end of the Minimum Term or end of any Additional Term PROVIDED THAT the Client properly serves written notice to terminate, in accordance with Clause 9 of this Supplement and Clause 11 of the General Terms and Conditions;
10.10.2 The Client or Abbey Support Ltd during the Run-Up Period by reason of Abbey Support Ltd becoming aware that will be unable to provide the Services or part thereof;
10.10.3 Abbey Support Ltd at any time if it can no longer provide the Services or part thereof;
10.10.4 The Client by reason of Abbey Support Ltd’s un-remedied breach of the terms of this Agreement;
10.10.5 The Client if Abbey Support Ltd or its supplier makes changes to the Services which materially adversely affect the Client;
10.10.6 The Client if Abbey Support Ltd makes changes the terms of this Agreement which are materially disadvantageous to the Client PROVIDED THAT the Client complies with the provisions of sub-clause 9.1.2 hereof.
10.11 The Client acknowledges and agrees that all Calls that are routed through Abbey Support Ltd’s Hosted Telephony Platform shall be charged by Abbey Support Ltd and if Calls are routed through any other supplier’s network by any means of indirect access, the Client shall be solely responsible for payment of other supplier’s Call charges.
11. LIMITATIONS
11.1 The provision of these Services by Abbey Support Ltd is contingent upon the Client receiving Access Services at each of its sites, but is regardless of the Client’s current service provider for such services.
11.2 The Client accepts that certain features of the Services (as described in the Schedule) may not be available at all sites due to technical and or geographical reasons, and that such limitations may not be realised until after commencement of the Telephony Services. In such circumstances Abbey Support Ltd shall, having exhausted all reasonable alternatives, be entitled to withdraw the provision of the Telephony Services, or Service Components thereof, from the affected site(s).
11.3 The Client acknowledges that some number ranges may not be supported by Abbey Support Ltd 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 Abbey Support Ltd’s supplier and the previous or current number range holder.
11.4 Under the terms of this Agreement, Abbey Support Ltd shall have no responsibility for, or liability in relation to the Client’s LAN and the performance thereof.
11.5 The Client acknowledges and agrees that Abbey Support Ltd shall be entitled to withdraw any CLI that has been allocated to the Client but has remained unused for a period of three months; and the Client agrees:
11.5.1 Not to redirect any unused CLIs to live CLI, fax, voicemail or recorded message services;
11.5.2 That Abbey Support Ltd or its supplier shall be entitled to check that allocated CLIs are in proper use.
12. TOLL FRAUD
12.1 The Client is exclusively responsible for the prevention of Toll Fraud.
12.2 The Client shall pay all Rental and Call Charges whether the Client or a third party incurs the charges (without the authorisation of the Client).
12.3 The Client is exclusively responsible for the prevention of Toll Fraud, and if such Toll Fraud or other misuse occurs, the Client is liable for all charges incurred.
12.4 The Client agrees to take all reasonable measures to minimise the risk of Toll Fraud, including:
12.4.1 Regularly changing system passwords;
12.4.2 Regularly changing user passwords;
12.4.3 Changing passwords as appropriate when employees leave;
12.4.4 Not using passwords such as ‘0000’, ‘1234’, default passwords or reversed extension numbers;
12.4.5 Barring premium-rate numbers wherever practicable;
12.4.6 Barring international calls wherever practicable – in particular, barring calls to countries that the Client doesn’t deal with;
12.4.7 Implementing network security measures including firewalls, security policies / access restrictions, use of encryption and limiting physical access.
12.4.8 Ensuring that any software used in conjunction with the Telephony Services is tested for malware including viruses, Trojan’s, logic bombs and worms.
12.4.9 Ensuring that the Client’s LAN and any equipment connected thereto is fully protected against al known vulnerabilities.
12.5 Abbey Support Ltd shall not be liable for any losses, costs or damages arising from Toll Fraud.
12.6 The Client shall notify Abbey Support Ltd immediately if it becomes aware of or has reasonable suspicion that a fraud or illegal misuse may have or will take place:
12.6.1 Upon notification, Abbey Support Ltd 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;
12.6.2 Abbey Support Ltd shall not be liable for any charges or liabilities incurred by the Client prior to the suspension of Telephony Services.
12.7 If, in the reasonable opinion of Abbey Support Ltd, the Client’s Call profile is or becomes indicative of fraudulent activity, Abbey Support Ltd shall be entitled to suspend the Telephony Services immediately without notice.
13. HOSTED IP-BASED TELEPHONY SERVICES
13.1 The point of connection for the Telephony Services is the Client-LAN facing port(s) on the CPE router. Abbey Support Ltd shall not be responsible for transport of data to telephone handsets via the Client’s LAN.
13.2 Charges for the rental of Equipment shall commence on the day that the Equipment has been installed at the Client’s site.
13.3 The Client acknowledges that Abbey Support Ltd’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 the Telephony Services in the event of:
13.3.1 Power outage at the Client’s site;
13.3.2 Failure in the Client’s LAN;
13.3.3 Failure / outage of the Telephony Services;
13.3.4 Failure of the Public Internet.
13.4 With regards to its obligations to make available facilities for placement of public Emergency Calls, the Client undertakes to:
13.4.1 Maintain a PSTN Line for making Emergency Calls in the event of power outage or failure (howsoever occasioned) of the Telephony Services;
13.4.2 Provide Abbey Support Ltd with accurate location details regarding each Telephony Services-based CLI and keep Abbey Support Ltd up to date with changes to such details;
13.4.3 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
