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Terms & Conditions

Terms and Conditions for the provision of SERVICES

1          DEFINITIONS  AND INTERPRETATION

 

1.1       In these  terms  and  conditions,  unless  the  context  requires  otherwise,  the  following  expressions  have  the following meanings:

 

Access Details”                             the single user name  and password  which  DRD shall provide  to the

Customer to enable the Customer to access Uboss;

 

Agreement”                                  the  binding  commitments  between  the  parties  consisting  of  DRD’s quotation   as   defined   in   the   Sales   Order   and   the   Customer’s acceptance thereof as evidenced by its authorised representative’s signature on the Sales Order and these Terms and Conditions for the provision of Services;

 

Uboss”                                              DRD’s provisioning and billing system known as Uboss;

 

Authorised Users”                     employees  and/or  independent  contractors  of the Customer  who are required to access Uboss.

 

Business Day”                            any day which is not a Saturday, a Sunday or a bank or public holiday in England;

 

Confidential Information”           information  of  either  party  that  is  proprietary  or  confidential  and  is either clearly labelled as such or otherwise identified as Confidential Information;

 

“Customer”                                       The  legal  entity,   shown   on  the  Sales   Order,   who  requests   the

Services;

 

“Description”                                the individual  specification  for each  of the Services  and  Equipment, details of which can be found on the Uboss or in the event that an  item  of  Service  or  Equipment  is  not  included  within  Uboss,  or,  the  Customer  opts  not  to  use Uboss,  the individual specification included within the Sales Order;

 

“DRD”                                                 DRD Communications  Limited, whose registered  office is as NO 1 CROYDON 12-16 ADDISCOMBE ROAD CROYDON SURREY CR0 0XT  Company  No:

03545257

 

Equipment”                                 the  various  Items  of equipment  available  from  DRD,  which  may  be supplied by DRD to the Customer pursuant to the Agreement, as described  in  and  subject  to  the  additional  terms  and  conditions  in Schedule 1.

 

“Hosted Services”                       the various application  and connectivity  services available from DRD, which may be provided by DRD to the Customer pursuant to the Agreement, as described in and subject to the additional terms and conditions  as  detailed  in  Schedule  1.    Hosted  Services  consist  of services provided by DRD and services provided by third parties.

 

 

Intellectual Property

Rights

all patents, copyrights, design rights, trade marks, service marks, trade secrets,  trade names,  know-how,  database  rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same.

 

Professional Services”             the installation,  training and other professional  services available from DRD, which may be provided by DRD to the Customer pursuant to the Agreement, as described in and subject to the additional terms and conditions as detailed in Schedule 1;.

 

Sales Order”                               DRD’s formal offer to provide specific Services and which forms part of the Agreement;

 

Services”                                         Hosted Services and Professional Services

 

Service Credits”                             the service credits described in Schedule 2;

 

Service Levels”                               the performance  levels applicable to the Hosted Services as set out in

Schedule 2;

 

Qudo”                                                a trading name of DRD

 

1.2       Headings are for convenience only and shall be ignored in interpreting this Agreement.

 

1.3     References  to  the  singular  include  the  plural  and  vice  versa  and  references  to  any  gender  shall  include references to all other genders.

 

1.4       The words “include” and “including” shall be interpreted as meaning “including without limitation”.

 

1.5       A party’s obligation not to do something includes an obligation not to permit or authorise it.

 

1.6     Unless otherwise  stated, references  to any legislation  mean that legislation  as modified,  consolidated  or re- enacted from time to time) together with any orders or regulations made from time to time under or pursuant to it.

 

2          ORDER PROCESS AND AUTHORISED USERS

 

2.1     The Customer  may order  Services  and Equipment  via any of the ordering  methods  detailed  in clause  2.2 below.

 

2.2     DRD  shall  contact  the  Customer  and  provide  Access  Details  to  the  Customer  to  enable  access  by  the Customer  via a web  portal,  to the Uboss   System.    The  Customer  shall  order  Services  and  Equipment  it requires to receive, via Uboss, or, by issuing an email request to  support@qudo.com,  or by signing the Sales Order.  Where  the Customer  uses the Uboss   System,  the Customer  shall ensure  that its use of Uboss is strictly in accordance with the provisions of clause 2.4 below.

 

2.3     DRD may issue an order acceptance  to indicate their acceptance  of an order.   In the absence of issuing an order acceptance,  DRD’s provisioning  of the Services and Equipment will constitute their acceptance and the terms and conditions set out in this Agreement together with the Description shall apply to the provision of the Services and Equipment.

 

2.4       In respect of the Access Details  the Customer shall ensure that:

 

2.4.1  i.  Portal user Lists are maintained within Uboss, it is up to the customer to remove Portal User that should no longer have access or to request the Qudo support desk undertakes this task

2.4.2       each Authorised User keeps the Access Details confidential;

 

2.4.3     it promptly notifies DRD in the event of any unauthorised use of the Access Details such that DRD can disable the Access Details and issue the Customer with new access details

 

3          CHARGES AND PAYMENT

 

3.1       The Customer  shall pay DRD the fees and charges as set out in, and in accordance  with, the details on

Uboss in respect of each item of Service and Equipment, or as otherwise detailed in clause 4.1 below.

 

3.2       The fees, charges and prices payable are exclusive of Value Added Tax and any other applicable taxes which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.

 

3.3       All payments  shall be via Direct  Debit except  where  agreed  otherwise  in writing  between  the parties.   If a

Direct  Debit is not in place, DRD will levy an additional  monthly charge  of 3% of the total invoice  value or

£10.00, whichever is greater

 

3.4     Invoices for all Services (including call charges) and Equipment including set up and recurring charges will be issued by DRD on or after 1st of each month and payment shall be taken on or after the 15th day following the date of issue of the invoice.  Each monthly invoice shall include:

 

3.4.1      Set up charges for Hosted Services and set up charges for any Equipment supplied on a rental basis;

 

3.4.2      recurring charges for Hosted Services on a monthly in advance basis;

 

3.4.3      call charges for Hosted Services on a monthly in arrears basis;

 

3.4.4      charges  for Professional  Services  on a monthly  in arrears basis for Professional  Services  delivered during the previous month;

 

3.4.5      charges for Equipment purchased during the previous month.

 

3.4.6      recurring charges for Equipment covered by rental arrangement on a monthly in advance basis.

 

3.5     It is the customer’s  responsibility  to check the monthly invoice for accuracy  and notify DRD promptly of any errors.   Any claims for a credit or refund will be limited to a maximum  of six months from the date that the claim is first received by DRD.

 

3.6     If any sum payable  is not paid by the end of the calendar  month  in which the invoice  is due then without prejudice to DRD’s other rights and remedies, DRD reserves the right to charge the Customer interest on such unpaid sum on a monthly basis at a rate of 5% of the sum due or £10, whichever is the greater, from the date the unpaid sum became due  for payment until the date it is paid in full.

 

3.7     The Customer shall pay all amounts due in full without any deduction or withholding other than as required by law and shall not be entitled to assert any credit, set-off or counterclaim against DRD to justify withholding any payment of any such amount in whole or in part.

 

4          PRICES AND PRICE REVIEWS

 

4.1     DRD shall provide Services and Equipment to the Customer at the prices detailed on Uboss, or as otherwise notified by DRD to the Customer according to DRD’s standard price list in force from time to time.

 

4.2     Except as detailed in clause 4.3 below in respect of prices reviews for Services (including  call charges) and Equipment  provided  by third party suppliers  to DRD, DRD may conduct  a fee review in respect of Services and Equipment, every 12 months.  DRD shall be entitled to increase the fees every 12 months by a maximum of 3% above the Retail Prices Index without the Customer’s prior written consent and the Customer agrees to pay such increased fees.  If DRD wishes to increase the fees by more than 3% above the Retail Prices Index, it shall agree such fee increase in advance in writing with the Customer.

 

4.3     DRD may vary the prices and charges in respect of Services (including call charges)  and Equipment provided by third party suppliers to DRD at any time by providing the Customer with 30 days prior written notice.

 

5          DURATION AND TERMINATION

 

5.1       The  Agreement  will  commence  on  the  Effective  Date,  please  refer  to  the  “Sales  Order”  for  the  contract duration of the services subscribed to as contract length do vary. unless or until:

 

5.1.1      the Agreement is terminated in accordance with clause Schedule 1, section 2.9 or clause 13.3

 

5.1.2     the Customer  cancels all of the Services in accordance  with the rights of cancellation  which apply to the individual Services as detailed in the “Sales Order”.

 

5.2       Either party may give notice in writing to the other party to terminate the Agreement with immediate effect if:

 

5.2.1     the other party commits a material breach of any term of the Agreement which cannot be remedied, or in the case of a breach capable of being remedied, has failed to remedy the breach within 30 Business Days of notice being given by the other party requiring it to be remedied; or

 

5.2.2     the other party becomes or is declared insolvent, or convenes a meeting of its creditors, or makes or proposes to make any arrangement or composition with them, or if a liquidator, receiver, administrative receiver administrator,  manager or similar office holder is appointed over any of its assets or passes a resolution for winding up or a court makes an order to that effect, or becomes or is declared bankrupt.

 

5.3     Upon termination or expiration of the Agreement for any reason, all fees and charges and other sums payable under or in connection  with the Agreement  and any Services  provided  thereunder,  whether  invoiced or not, shall become due and payable immediately upon termination.

 

5.4     Upon  termination  or expiration  any agreed  rebates  or credits  paid  in regard  to Inbound  Calls  or recurring services credits will be cancelled.

 

5.5       The following clauses shall survive termination:  3, 5, 7, 8, 9, , 14, 15, 16, 18, 19, Schedule 1 sections 2.9,

3.4.3.

 

6          ACCESS TO PREMISES

 

6.1     The Customer  shall, on prior agreement  with DRD, grant DRD, its agents,  sub-contractors  and employees, access to the Customer’s premises and equipment, where DRD requires, to fulfil DRD’s obligations under the Agreement.

 

6.2     DRD shall use all reasonable endeavors to procure that its employees, agents and sub-contractors  follow the Customer’s   reasonable   instructions   in  respect  of  health  and  safety  concerns  while  on  the  Customer’s premises.

 

6.3     The Customer  shall provide a safe and suitable working environment  for DRD’s employees,  agents and sub- contractors at the Customer’s premises.

 

7          WARRANTIES

 

7.1       DRD warrants that:

 

7.1.1      It shall provide the Services with reasonable skill and care;

 

7.1.2     The Equipment  shall conform in all material respects to its Description.   If any item of Equipment   is found to be defective within 12 months of delivery (or such lesser period as may be shown in respect of an item of Equipment  on the Uboss  System),  owing to faulty design,  materials  or workmanship, DRD shall (at its sole discretion) either repair or replace it free of charge, or refund the price paid for it, provided  it has  not  been  modified  or  repaired  and  has  been  operated,  stored  and  maintained  in accordance  with any recommendations  for its use as detailed  in the Description  or   accompanying user or operating  documentation  and that it is returned  to DRD in accordance  with DRD’s warranty return procedure as notified by DRD from time to time.

 

7.1.3      It has the necessary  consents  and licenses  to provide  the Hosted  Services  in accordance  with the

Agreement.

 

7.2     The warranties detailed in clause 7.1 above, are in lieu of all warranties,  conditions, terms, undertakings  and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

 

7.3     International Direct Dial Numbers – DRD cannot guarantee to supply a pre allocated international phone on an ongoing basis due to changes in circumstance  that may mean these numbers are no longer available.   In this event DRD has no liability for any costs.

 

8          LIABILITY

 

8.1     Subject to clause 8.2, 8.3 and 8.4, DRD’s total aggregate  liability for the Services  and Equipment  provided pursuant to the Agreement,  shall not exceed an amount equal to the total fees and charges received by DRD under the Agreement, in the 12 (twelve) month period preceding the claim.

 

8.2     DRD does not exclude or limit its liability in any way for death or personal injury caused by negligence, or for fraud.

 

8.3       DRD shall not be liable for:

 

8.3.1      any loss of revenue, profit, anticipated savings, goodwill or reputation (whether direct or indirect);

 

8.3.2      any indirect or consequential loss;

 

8.3.3      in respect of the Hosted Services:

 

(i)    any  loss  or  corruption  of  data  or  loss  or  suspension  of  the  operation  of  any  data  networks, (whether indirect or direct);

 

(ii)    deletion  or loss of files, defects  or delays  in transmission  or any failure  of any servers  or the internet, or

 

(iii)   the transmission or receipt of infringing information of whatever nature transmitted via the Hosted

Services, or

 

(iv)   loss, destruction  or damage to data stored, transmitted  or used through the Hosted Services or on the network through which the Hosted Services are made available to the Customer, or

 

(v)   loss or damage  suffered  by the Customer  (whether  direct or indirect)  where the loss has been suffered as a result of any virus or other hostile computer program being introduced through the use of the Hosted Services

 

8.4     The Customer acknowledges  that DRD is unable to exercise control over the information  transmitted through the  Hosted  Services,  the  connection  or  the  network  and  DRD  excludes  all  liability  of  all  kinds  for  the transmission or reception of infringing information of whatever nature.

 

8.5     The Customer shall indemnify DRD in full against any liabilities incurred by DRD as a result of the Customer breaching the Agreement or any law from time to time in force.

 

9          CONFIDENTIALITY

 

9.1       Each party may have access to Confidential  Information  of the other party under the Agreement.    A party’s

Confidential Information shall not include information that:

 

9.1.1      is or becomes publicly known through no act or omission of the receiving party; or

 

9.1.2      was in the other party’s lawful possession prior to the disclosure; or

 

9.1.3      is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

 

9.1.4      is independently  developed by the receiving party, which independent  development  can be shown by written evidence; or

 

9.1.5      is required  to be disclosed  by law, by any court  of competent  jurisdiction  or by any regulatory  or administrative body

 

9.2     Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential  Information  available to any third party or use the other’s Confidential  Information  for any purpose other than as required by either party to fulfil its obligations under the Agreement.  To the extent necessary (but not further or otherwise),  DRD may disclose Confidential  Information  to any of its employees provided  that  before  any  such  disclosure   DRD  shall  make  those  persons  aware  of  its  obligations   of confidentiality  under the Agreement  and shall obtain a binding undertaking  as to confidentiality  from all such persons.

 

9.3     The  Customer  shall  return  all  documents  and  other  records  (in  whatever  form)  containing  Confidential Information supplied to or acquired by the Customer from DRD to DRD on termination of the Agreement, and the Customer shall keep no copies of the Confidential Information.

 

9.4     DRD shall maintain the confidentiality of the Customer’s recorded conversations  and protect recordings of the data, any recording files or any such information  created by the Customer in using the Hosted Services (“the Data”).    DRD undertakes  that the Data created in using the Hosted Services under the Agreement  shall be kept  confidential  and  DRD  shall  not be permitted  to make  any use  of the  Data  or process  such  Data  or information for any purpose except to serve the requirements  of the Customer to have back up storage of the Data.      Any copies or back ups of the Data will only be made for the Customer’s use, and DRD agrees not to make use in any manner or form of the Data recordings without the written approval of the Customer.

 

9.5     DRD shall protect the Data of the Customer against unauthorised disclosure by maintaining adequate security measures to ensure that no third party can access the Data by gaining physical access to any server or data storage or by any remote means by way of virus, Trojan horse or any other malicious software.

 

9.6       This clause 9 shall survive the termination of the Agreement for any reason.

 

10        COMPLIANCE  WITH LAWS

 

10.1   Both parties agree to comply with their mutual obligations owed to third parties by virtue of the Data Protection Act  1998,  the  Regulation   of  Investigatory   Powers  Act  2000,  the  Telecommunications  (Lawful  Business Practice)  (Interception  of Communications)  Regulations  2000 and any such statutory requirements  that may be in force from time to time.

 

10.2   DRD  shall  obtain  all  necessary  consents,   licenses,  approvals   and  permits  required  by  any  applicable governmental  or regulatory body for DRD to provide the Services and/or Equipment to the Customer.  DRD  is regulated by the Office of Communications  (Ofcom), the regulator for the UK communications  industries, with responsibilities across television, radio, telecommunications and wireless communications services or their replacement from time to time.

 

10.3   The Customer shall obtain all necessary consents, licenses, approvals and permits required by any applicable governmental or regulatory body for the Customer to use the Services and Equipment and ensure that the use of the  Services  and  Equipment  by the  Customer  shall  not lead  to any breach  of any telecommunications licence held by DRD or its third party suppliers.

 

10.4   The Customer  must not use the Services  or Equipment  for any improper  or unlawful  purposes,  nor allow a third party to do so.

 

11        DATA PROTECTION

 

11.1   The Customer and DRD acknowledge  that for the purposes of the Data Protection Act 1998, the Customer is the data controller and DRD is the data processor in respect of any personal data.

 

11.2   DRD shall process the personal  data only in accordance  with the Customer’s  instructions  from time to time and  shall  not  process  the  personal  data  for  any  purpose  other  than  those  expressly  authorised  by  the Customer.

 

11.3   DRD shall take reasonable steps to ensure the reliability of all its employees who have access to the personal data.

 

11.4   Each party warrants to the other that it will process the personal data in compliance  with all applicable   laws, enactments, regulations, orders, standards and other similar instruments.

 

11.5   DRD warrants, that, having regard to the state of technological development and the cost of implementing  any measures, it will

 

11.5.1   take  appropriate   technical   and  organisational   measures   against   the  unauthorised   or  unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data to ensure a level of security appropriate  to the harm that might result from such unauthorised  or unlawful  processing  or  accidental  loss,  destruction  or  damage;  and  the  nature  of  the  data  to  be protected;

 

11.5.2   take reasonable steps to ensure compliance with those measures

 

11.6   DRD  may  authorise  a  third  party  (sub-contractor)   to  process  the  personal  data  provided  that  the  sub- contractor’s contract

 

11.6.1   Is on terms which are substantially the same as those set out in the Agreement; and

 

11.6.2   Terminates automatically on termination of the Agreement for any reason.

 

12        PUBLICITY

 

12.1   The Customer agrees that DRD may:

 

12.1.1   disclose to third parties that DRD is providing Services and Equipment to the Customer; and

 

12.1.2   use  the  Customer’s   name,  trade  marks,  logo  and  testimonial   (if  a  testimonial   is  provided)   in promotional  material  and  communications  including,  but  not  limited  to,  proposals,  press  releases, trade magazines, presentations, website and corporate brochure, provided that DRD obtains the Customer’s prior written approval, such approval not to be unreasonably withheld or delayed.

 

13        FORCE MAJEURE

 

13.1   Except in respect of the Customer’s obligation to make payments properly due, neither party shall be in breach of  the  Agreement,  or  liable  to  the  other  in  any  way  whatsoever,  for  any  failure  to  perform,  or  delay  in performing, its obligations under the Agreement, to the extent that such failure or delay is the result of a cause beyond that party’s reasonable control.

 

13.2   Clause 13.1 shall not apply in respect of any failure or delay unless the party affected by such a cause gives notice to the other of that failure or delay and the cause within ten Business Days of becoming aware of the cause and its impact on that party.

 

13.3   If a party is prevented from performing any obligations it has under the Agreement for more than eight weeks, the other party is entitled to terminate the Agreement by giving written notice to the other party, such notice to have immediate effect.

 

14        NOTICES

 

14.1   Any notice required to be given pursuant to the Agreement shall be in writing or by E Mail as to sales@qudo.com, in the case of writing shall be given by delivering the notice by hand at, or by sending the same by prepaid first class post (airmail if to an address outside the country of posting) to, the address of the relevant party set out in the Agreement,  or such other address as either party notifies to the other from time to time. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery if delivered by hand or if sent by post, two clear Business Days after the notice is posted.

 

15        ASSIGNMENT

 

15.1   The Customer shall not without the prior written consent of DRD, consent to be not unreasonable withheld, assign, transfer, charge or deal in any other manner with the Agreement or its rights under it or part of it, or purport to do any of the same.

 

15.2   DRD may assign, transfer, charge or deal in any other manner with the Agreement or its rights under it or part of it provided  that  no  such  assignment,  transfer  or  charge  shall  relieve  DRD  of its obligations  under  the Agreement.

 

16        AMENDMENTS

 

16.1   Save as expressly provided in the Agreement, no amendment  or variation of the Agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.

 

17        WAIVER

 

17.1   The failure or delay of a party to exercise or enforce any right under the Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.

 

18        SEVERABILITY

 

18.1   Notwithstanding   that  this  whole,  or  any  part  of  provision  of  this,  Agreement  may  prove  to  be  illegal  or unenforceable  the  other  provisions  of the Agreement  and  the  remainder  of the provision  in question  shall remain in full force and effect.

 

19        LEGAL CONSTRUCTION  OF THE AGREEMENT

 

19.1   Notwithstanding  the Contract (Rights of Third Parties) Act 1999, the Agreement  does not confer on any third party any right to enforce any term of the Agreement and the parties are entitled to exercise their rights (if any) to rescind, terminate or vary the Agreement  without the consent of any third party and without informing  any third party.

 

19.2   The Agreement  shall be governed  by and construed  in accordance  with English law and each party hereby irrevocably  submits  to the  exclusive  jurisdiction  of the English  Courts,  provided  always  that DRD  shall  be entitled to take action in any other jurisdiction  to protect its Intellectual  Property  Rights, or those of its third party suppliers, or its Confidential Information.

 

19.3   The Agreement constitutes the entire understanding  between the parties with respect to the subject matter of the Agreement  and supersedes  all prior agreements,  negotiations,  representations  and discussions  between the parties relating to it. Each party acknowledges  and agrees that in entering into the Agreement  it has not relied on any undertaking, promise, assurance, statement, representation,  warranty or understanding  (whether or not in writing)  other  than those  expressly  set out in the Agreement.    This does not affect either  party’s liabilities or remedies for fraud

 

SCHEDULE 1

 

DESCRIPTION OF THE SERVICES AND EQUIPMENT AND ADDITIONAL TERMS AND CONDITIONS

 

 

  1. 1. DESCRIPTION OF SERVICES AND EQUIPMENT

 

Details of the individual Services and Equipment, together with their description,  pricing, minimum term and other terms and conditions applicable, can be found on Uboss and/or by accessing the website at  www.qudo.com

 

 

  1. 2. PROVISION OF HOSTED SERVICES

 

THE FOLLOWING  TERMS AND CONDITIONS  AS DETAILED IN THIS SCHEDULE  1, SECTION 2 APPLY SPECIFICALLY  TO THE SUPPLY OF HOSTED SERVICES

 

2.1 The Customer may order Hosted Services as may be available and detailed on Uboss.

 

2.2 DRD shall provide the Customer with the Hosted Services from the commencement  date as notified to the  Customer  via  the  Uboss  System.     Where  Service  Levels  apply,  DRD  shall  use  reasonable endeavours to the Hosted Services in accordance with the Service Levels.

 

2.3 If the Hosted Services fail to meet the Service Levels, DRD shall pay the Customer the Service Credits as detailed in and according to the provisions of this Schedule 1, Section 2.3 and Schedule 2, provided that the Customer makes its claim in writing to DRD for the Service Credits within 30 days of first date on which  the  Hosted  Service  failed  the  Service  Levels.  The  parties  agree  that  the  provision  of Service Credits shall be the Customer’s only remedy for DRD’s failure to meet the Service Levels.

 

2.4 The Customer must:

 

2.4.1   comply  with any reasonable  instructions  issued  by DRD which  concern  the use of the Hosted

Services;

 

2.4.2   comply  promptly  with  any reasonable  request  issued  by DRD  if the  Customer’s  assistance  is required to enable DRD to comply with its obligations under this Agreement;

 

2.4.3   not use the Hosted  Services  to transmit  any material  which  is defamatory,  offensive  or of an abusive or obscene or menacing nature or which is otherwise unlawful;

 

2.4.4   not  cause  annoyance,  inconvenience  or  needless  anxiety  or  make  any  improper  use  of  the

Hosted Services; or

 

2.4.5   not use the Hosted Services in a way that constitutes  a violation or infringement  of the rights of any person or which is unlawful.

 

2.5   The Customer  may lease or purchase  the equipment  to support the Hosted Services from any source as long as the equipment is on DRD’s third party suppliers’ approved list of equipment items.

 

2.6   DRD  shall  use  reasonable  endeavours  to provide  the  Fault  Reporting  and  Support  Services  to the

Customer as detailed in and according to provisions of Schedule 2

 

2.7  If any maintenance work has to be carried out which may affect the Hosted Services, DRD shall use reasonable  endeavours  to give the Customer at least two days’ prior written notice.   In the event of an emergency or a fault affecting the Hosted Services, DRD reserves the right to give less than 24 hours’ notice, and the Customer shall if required provide DRD with such access to the Customer’s premises or equipment as DRD requires.

 

2.8   Certain Hosted Services as detailed on Uboss, require the purchase of user licences on the basis of a rental or pre purchase scheme throughout the period of the provision of the Hosted Services to support  the  required  Hosted  Services.     Where  user  licences  are  purchased  on a pre  purchase scheme,  such  user  licences  shall  automatically  revert  to  a  rental  basis  for  so  long  as  the  Hosted Services are provided, at the end of the initial and any subsequent pre purchase period, unless a further pre purchase period is purchased to run continuously from the end of the original or any subsequent pre purchase period.

 

2.9   DRD may suspend or alter the Hosted Services, or any part of them, at any time without liability to the

Customer if:

 

2.9.1  DRD has to do so to comply with an order, instruction or request of a court, government, agency, emergency organisation or other competent administrative or regulatory authority; or

 

2.9.2  the  Customer’s  use  of the  Hosted  Services  may damage  or disrupt  the  proper  functioning  of

DRD’s, or a third party’s network

 

2.9.3  DRD  has  reasonable  grounds  to believe  that  the  Customer  is using  the  Hosted  Services  for improper or unlawful purposes;

 

2.9.4  the Customer  has not paid any fees due in respect  of Hosted  Services  due by the end of the calendar month in which payment is due;

 

2.9.5  the  Customer  is in  material  breach  of  any  of  the  terms  and  conditions  of  this  Agreement  in relation to Hosted Services;

2.9.6   The Business or an individual user exceeds agreed credit limits

 

 

  1. 3. PROVISION OF EQUIPMENT

 

THE FOLLOWING  TERMS AND CONDITIONS  AS DETAILED IN THIS SCHEDULE  1, SECTION 3 APPLY SPECIFICALLY  TO THE SUPPLY OF EQUIPMENT

 

3.1   The Customer may order Equipment as may be available and detailed on Uboss.

 

3.2  DRD shall use reasonable endeavours to deliver the Equipment on any stated agreed date.

 

3.3  Where the Customer purchases the Equipment, DRD retains title to the Equipment until it has received payment in full.  The Customer shall bear the risk of loss of or damage to the Equipment from the point of delivery and the Customer is advised to insure the Equipment accordingly.

 

3.4  Where the Customer  rents the Equipment,  the following additional terms and conditions  shall apply to the provision of such Equipment

 

3.4.1  The Equipment shall be rented to the Customer for the period of no less than the minimum period as detailed for the item of Equipment as detailed on Uboss;

 

3.4.2  The Customer shall ensure that from delivery until delivery up of the Equipment under the rental, comprehensive insurance of the Equipment to its full replacement value is maintained under a standard form of all risks policy;

 

3.4.3  Upon termination of the rental period for whatever reason the Customer shall no longer have any right to the Equipment  the subject of rental and shall immediately  deliver up all such Equipment and DRD or DRD’s  agent  may, at the Customer’s  expense,  enter  any premises  to recover  or remove such Equipment;

 

3.4.4  In the event that any Equipment on termination is found to be not in good working order, fair wear and tear only excepted, the Customer shall pay for any remedial work required to be performed to put such Equipment into good working order or for the replacement of such Equipment as may be required, at DRD’s reasonable discretion;

 

3.5  The Customer undertakes that, at the Customer’s expense, throughout rental period, the Customer shall not use the Equipment nor permit the Equipment to be used for any purpose for it is not designed or in contravention of any applicable law or regulation;

 

3.6  Where the Equipment is a mobile handset which is supplied as part of a service contract; the Customer shall be required  to enter into an associated  service contract  for a minimum  period, unless otherwise detailed  in the Uboss  System  for a particular  item  of Equipment,  of 12 (twelve)  or 24 (twenty  four) months (“the Service Contract Period”).    The Customer may terminate the associated service contract during the Service Contract Period, on payment in full of all charges that would have become due during the Service Contract Period.

 

  1. PROVISION OF PROFESSIONAL SERVICES

 

THE FOLLOWING TERMS AND CONDITIONS  AS DETAILED IN THIS SCHEDULE  !,SECTION 4, APPLY SPECIFICALLY TO THE PROVISION OF PROFESSIONAL  SERVICES

 

4.1  The Customer may order Professional Services as may be available and detailed on Uboss.

 

4.2   ORO’s normal working hours are 08:00 to 18:00 Monday to Friday excluding public holidays in England.

 

4.3   Professional Services  shall,  unless otherwise  agreed in writing between the parties,  be deemed to be accepted by the Customer upon completion

 

SCHEDULE 2

 

 

 

SERVICE LEVELS, SERVICE CREDITS AND FAULT REPORTING AND SUPPORT

 

This Schedule 2 applies to Hosted Services only

 

 

1       Additional Definitions

 

1.1   The following additional definitions apply to this Schedule:

 

DRD Demarcation Point”                   Unless otherwise  agreed  in writing, means the edge of the DRD   IP   network   that   signifies   the   physical   boundary between the DRD owned and operated IP network and the Customer  owned  equipment,  not including  the provision  of any   Third   Party   Local   Access   connections,   where   the physical boundary is a Fast Ethernet (100 Mbps) port on electrical or optical media or a Gigabit Ethernet (1000 Mbps) port on optical media which is usually presented within a customer rack if the Customer has purchased co-location services from DRD;

 

Monthly Review Period”                    means a period of a calendar month commencing on the 1st of each month during the term of the Agreement, over which Service Availability is calculated, except that the first such period  shall  commence   on  the  Service   Commencement Date;

 

Monthly Charge”                                 the service  charges  for the Services  including  any charges for call traffic that are charged at the agreed rate and the charges for any Equipment purchased during the calendar month.

 

MOSS Score”                                       A measure used by service providers to grade the quality of a telephone  call.   The  MOSS  Scale  is from  1 to 5 with  5 being the highest score.  An average telephone call on the existing public network will score 4.1

 

Planned Outage”                                 means  any  routine  maintenance   or  upgrade  work,  which may affect the availability of Services;

 

Service Availability”                               the service availability described in this Schedule 2;

 

 

Service Commencement

Date

the date  from  which  the Services  shall be provided  to the

Customer by DRD;

 

 

Third Party Local Access”                 means  short haul physical  connections  (including  any DSL local access connections), that are provided between the Customer’s premises and the nearest feasible DRD point of presence,  which are under the direct control and ownership of a third party;

 

 

 

 

2       The following additional provisions apply to the provision of Hosted Services

 

2.1   If the WAN (wide area network) connections fails to a site for any reason including a fault on the circuit or a power  cut then the ability to make and receive  calls from the IP phones  utilising  that WAN circuit will be restricted,  these  failures  may be caused  for reasons  outside  DRD’s  control.   Other  services  will be fully maintained including voice mail and the ability to divert calls to other numbers including mobiles.   If another working WAN circuit is available at that site then this can be used to fully restore service to all phones.

 

2.2   The Qudo service allows for calls to 999 and 112, however these services will be affected if there is a power cut or your WAN circuit fails

 

2.3   With regard 999 services no location information is passed to the emergency services operator this will mean that the Customer will have to state the address that that they require the emergency service to attend.

 

2.4   DRD does not offered a paper based telephone directory service

 

2.5   The Customer  can request from DRD, a PDF that allows the Customer  to print off stickers to attach to the phone device explaining sections 2.1, 2.2, 2.3 and 2.4 above.

 

2.6   If any  Customer  requests  to port  any  DRD  allocated  number  to another  carrier,  DRD  shall  action  such request providing DRD has a porting agreement in place with the relevant carrier

 

 

 

3       Resilience

 

3.1   The Hosted Service is duplicated with the hardware and software being located over two independent  data centres.    Both  data  centres  have  independent  power  supplies  and  operate  a high  level  of security  and access.

 

3.2   In the event of a failure of a hardware item the system is designed to switch between the faulty hardware and the redundant hardware automatically,  in some instances due to the type of fault in may be necessary for a manual switch to be undertaken.   The Class 5 softswitch interconnects to the UK public network via multiple interconnects  and IP Transit links to ensure a high degree of redundancy.   All data switches,  servers and routers are automatically monitored on a 24/7 basis and faults are automatically reported to the CSG service centre  and on call engineer.   DRD maintains  an “on call” facility  during  out of hours for the purposes  of dealing with any Priority 1 type faults only, unless otherwise agreed.

 

3.3   The system is designed to give 99.999% reliability and carrier grade serviceability.

 

3.4   DRD undertakes that 90% of all telephone calls will have a Moss Score 0f 3.9 or more.

 

 

4       Telephone number allocation

 

4.1   DRD shall allocate geographic and non geographic numbers to the Customer, if requested.

 

4.2   Numbers can be ported onto the DRD network as long as DRD or its agents have a porting agreement  in place with the relevant carrier.

 

 

5       Service Levels

 

5.1   Hosted Service Installation

 

5.1.1     If DRD fails to meet the agreed delivery date for the Hosted Services, DRD shall pay the Customer the Service Credits.

 

5.1.2      If only part of a Hosted Service is not delivered by the agreed delivery date, DRD shall pay Service

Credits only in respect of those parts that have not been delivered by the agreed delivery date.

 

5.2   Hosted Service Availability

 

5.2.1     Target service availability is 99.999%.   This is calculated over a rolling 3 month period and includes any servicing  affecting  faults that effects at least 50% of all users on the system.   Types of faults would include no inbound or outbound service, badly distorted call quality and total failure.

 

5.2.2     In calculating  target service availability,  the parties agree that Planned Outage on the DRD hosted network shall not be taken into account.

 

5.2.3     The Hosted Service is defined as “available” when 80% of users have access to all services that they subscribe to.

 

5.2.4     Where the Hosted Service is unavailable  during any Monthly Review Period, the Customer shall be entitled to receive Service Credits from DRD.

 

5.2.5     DRD cannot  be held responsible  for failures  in WAN connectivity  using  either  xDSL,  LES or any other form of connectivity whether supplied directly or indirectly.

 

6       Service Credits

 

6.1   DRD shall provide the Customer with Service Credits if it fails to meet the following targets:

 

6.1.1       Hosted Service Installation; or

 

6.1.2       Hosted Service Availability,

 

provided that the Customer has made a claim in writing to DRD for the Service Credits within 30 days from the first date on which the Service failed the Service Levels.

 

6.2   Service Installation

 

The service credits for failure to meet the Service Levels for Hosted Service installation  shall be calculated as follows:

 

Number of full Business Days by which DRD

fails to meet the agreed delivery date for

Service

Service credits as % of Monthly Charge incurred over

the first full month of the Service

1 to 5 days 10%
> 6 days 25%

 

 

6.3   Service Availability

 

The service credits for unavailability of Hosted Service will be calculated as follows:

 

  Cumulative Unavailability  Duration  in   any

month.

Service credits as % of Monthly Charge
Greater than 30 minutes up to 1 hours 5%
Greater than 1 hours up to 4 hours 10%
Greater than 4 hours up to 8 hours 15%
Greater than 8 hours 25%

 

 

7       Calculation of Service Credits

 

7.1   In the first and last Monthly Review Period, the service credit shall where appropriate  be calculated  on the basis of a pro-rated Monthly Charge.

 

7.2   In any other Monthly Review Period, the service credits will be calculated  on the basis of the total Monthly

Charge for that Monthly Review Period.

 

7.3   Service credits will be calculated monthly, aggregated and credited to the Customer on a monthly basis.

 

 

8       Exclusions to payment of Service Credits and liability

 

8.1   Service credits shall not be payable by DRD to the Customer, and DRD shall in any event have no liability in respect of the Services, for faults, delay or disruptions to the Service caused by any of the following:

 

8.1.1      The  fault  (whether  an act or omission)  or negligence  of the  Customer,  its employees,  agents  or contractors;

 

8.1.2      The Customer failing to comply with the relevant terms and conditions of this Agreement;

 

8.1.3      A relevant  fault in, or any other problem associated  with, equipment  or software connected  on the

Customer’s side of the DRD Demarcation Point;

 

8.1.4     The  performance  of  third  party  networks  including  (without  limitation)  Third  Party  Local  Access circuits; traffic exchange points including networks, transit and peering connections provided and controlled by other companies;

 

8.1.5      Faults or other problems affecting the Internet and networks comprising it;

 

8.1.6      Any event described in Clause 13 of this Agreement (Force Majeure);

 

8.1.7     Any outages or degradation to existing Service that may be the result of Customer requested Service changes or upgrades;

 

8.1.8      A failure by the Customer  to give DRD access to any equipment  after being requested to do so by

DRD during any Planned Outage.

 

8.2   Service credits are not payable in respect of any Planned Outage events.

 

8.3   Service  credits  are not applicable  for more than one breach  of any of the Service  Levels outlined  in this Agreement  arising from the same occurrence.  In respect of any Monthly Review Period the total amount of any service credit payable in relation to breach of the Service Levels shall not exceed 50% of the Monthly Charge for the affected part of the Services.

 

 

9       Service Cancellation

 

9.1  If all or part of the Services are cancelled or significantly modified by the Customer prior to the Service Commencement  Date,  the Customer  shall pay DRD  a one-off  charge  calculated  as a percentage  of the Service Installation Charge, according to the following table:

 

 

Number   of  Working   Days   Before   Service

Commencement  Date

Customer  liability as % of Monthly Charge which would   have   been   incurred   over   the   first   full month of service
0 to 1 days 100%
2 to 5 days 90%
6 to 10 days 70%
11 to 20 days 50%
21 to 30 days 25%

 

 

9.2  Installation service credits shall not apply where access circuits needed for the Services are provided and maintained by a third party as the Service Commencement  Date will be reliant on the access circuit delivery lead-times specified by the third party which DRD cannot control.

 

 

10           Fault Reporting and Support Services

 

10.1       Remote Access Facility

 

If there is a problem with the Hosted Service, the Customer shall (where applicable), at no cost, provide DRD with timely and adequate  access  to the equipment  via public or private  internet  access  to allow  DRD to provide the support services.   Any delays beyond DRD’s control may impact DRD’s ability to respond within the resolution targets outlined below.

 

10.2       Facilities for On-Site Support

 

If the Customer requires on-site services, the Customer shall provide reasonable facilities including, but not limited to, secure storage space, designated  work space with adequate  temperature  control and light, and use of all equipment  and communication  facilities, including access to a telephone line and/or a broadband connection, all at no charge to DRD.

 

10.3       Fault duration

 

All faults recorded  by DRD shall be reconciled  against the corresponding  fault ticket raised by DRD or the Customer.   The exact fault duration shall be calculated as the elapsed time between the fault being reported to DRD and the time when Services are restored.

 

10.4       Planned Outages

 

Planned Outages  may be required for scheduled  network maintenance  and upgrade activities.   DRD shall use reasonable endeavours to effect such outages between the hours of 00:00 GMT and 04:00 GMT on any day.

 

All planned outages will be notified to customers via E Mail and Uboss portal notifications

 

10.5       Fault procedure

 

The  Customer’s  helpdesk  shall  in the first  instance  deal  with  first  level  support  calls  and  go through  its internal fault process to try and identify and rectify the problem.

 

If a fault  is not resolved  by the Customer’s  first level support  staff,  then the problem  shall be escalated directly to DRD.

 

10.6       Support

 

The CSG is the single point of contact for all Customers, providing support.   The service is fully manned on Monday to Friday between 08:00 and 18:00  outside of these hours only critical faults will be dealt with (unless otherwise agreed) by the way of the customer following the instruction message and leaving a message to which the on call engineers will respond within 4 hours.

 

 

CSG           Phone

Numbers

From  your  IP  Phone           020-8288-1234    (during  normal  working hours) or 0871-2350099 (outside normal working hours)

 

 

Email                                        support@qudo.com

 

Postal Address                       DRD   Communications    Ltd,    12-16 Addiscombe Road, Croydon, Surrey, CR0 0XT

 

10.7       Placing Fault Calls

 

When the Customer calls the CSC to log a fault, the Customer must check its own equipment first and have the following information ready:

 

  • Service IDs;
  • The date and time at which the problem occurred;
  • Any Customer test results;
  • Impact of problem on live operations based on the classifications set out below;
  • A detailed description of the issue, including:
  • The components involved (Ethernet phones, gateways, web screens, etc.);
  • The extension and phone numbers involved in the issue;
  • Type of calls, actions, or user services impacted;
  • Frequency of the issue;
  • Any available logs and traps.

 

 

10.8       Fault classification

 

DRD  shall  classify  faults  according  to  their  severity  as  either  a  Service  Affecting  Fault  or  Non-Service Affecting Fault.  In the case of a Service Affecting Fault, DRD undertakes to use all reasonable endeavours to dedicate resources at all times to address the problem. Any incident, which has no adverse effect on the Client’s operations,  will be treated as “planned  work” and repairs will be carried out by DRD during DRD’s normal working hours address the problem.

 

Service Affecting      A Service Affecting Fault means any fault, repair

 

 

repair or condition affecting the Customer’s service(s) as registered by Customer.
Non-Service Affecting Non-Service Affecting Fault means any fault, repair or condition that is not a

Service Affecting Fault. NSA faults raised outside normal working hours can be deferred until the following day for resolution if both parties agree.

 

 

10.9       Fault priority

 

DRD shall manage handling response and resolution according to the priority of the fault; the priority will be based on the impact on the Customer’s business. The following table shows a definition of the priorities.

 

Priority 1 High Loss of service or problems severely affecting the Services.
Priority 2 Medium Intermittent and degraded performance which is Service Affecting.
Priority 3 Low Faults with a minor impact but Non-Service Affecting.

 

 

The  Customer  Service  Executive  (“CSE”),  receiving  the  call or Ticket,  will set the  priority  in consultation  with  the

Customer.  The level of priority allocated to the fault will determine subsequent updates.

 

10.10     Customer updates and target resolution times

 

The provision of Customer updates by DRD shall depend on the priority level of the fault.  These response times  start  when  a  fault  has  been  registered  in  the  fault  management  system.  DRD  shall  update  the Customer with the status of the fault regularly according to the table below or as agreed with the Customer at the time of logging the fault.

 

DRD shall attempt  to provide  a temporary  solution  to minimise  the impact on the Hosted  Services  or the system while a permanent solution is developed.

 

Consequently,  Priority 1 issues may be downgraded  to Priority 2, and Priority 2 issues may be downgraded to Priority 3, following application of a temporary solution.

 

 

 

First update Further Updates Target resolution time
Priority 1 Within 1 Hour Update every 2 hours Within 4 hours
Priority 2 Within 4 Hours Update every  8 hours Within 2 days
Priority 3 Within 2 Days Update every  72 hours Within 7 days

 

 

The target resolution times set out above are subject to the Customer providing DRD with prompt access to the Customer’s premises or equipment, or remote access to the Customer’s system, if required.

 

Where the fault arises from any Third Party Local Access, DRD shall endeavour to manage the resolution of the fault by the Third Party Local Access provider as soon as reasonably practicable,  but DRD shall not be liable for the Third Party Local Access provider’s delay in resolving, or failure to resolve, the fault.

 

If DRD requires  third parties to assist in resolving  any fault or problem  in respect  of the Hosted  Services, DRD shall not be liable for that third party’s delay in resolving, or failure to resolve, the fault or problem.

 

The  CSE  will  monitor  the  progress  of  all faults  internally,  and  will escalate  the  problem  as required

 

10.11     Fault Ticket Numbers

 

The Customer will have E Mail confirmation of their ticket number .  The Customer must refer to this number in any subsequent telephone conversations or correspondence  relating to the fault.

 

Each  fault  ticket  will  have  a  fault  notification  time  and  a  fault  resolution  time,  the  time  to  fix  will  be  a measurement  between  these two times.   The fix time will be noted when  the Customer  accepts  the fault resolution or a temporary fix has been implemented.

 

If required the Customer may provide the CSE with its Incident Report Number which will be entered on the

Service Management System for cross reference in future correspondence.

 

10.12     Closing Tickets

 

Once Tickets are set to pending closure they will automatically be closed within set time periods, a ticket can be re-opened if required.   DRD reserves the right to decline any direct action to rectify any fault unless the Customer has adhered to the fault reporting and escalation process.

 

10.13     Escalation Procedure

 

The parties shall use the escalation procedure when events justify the escalation of issues above the level of personnel or management involved at any particular time.

 

The escalation procedure begins automatically when a reported fault passes a set time and it is likely that the fault will exceed its contracted time to resolve.

 

An escalation can start prior to the period stated below, should the Customer require more immediate action or feels an escalation is justified.   The Customer shall advise the CSE of its intent and the next manager in the escalation table below will be contacted.

 

10.14     Escalation Stages

 

The Customer may escalate any reported problems if it is not satisfied with the progress of the conclusion of the fault, or if response and resolution times have not been achieved. The 2 escalation levels and the corresponding contacts can be requested from support@qudo.com