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Overview

Terms & Conditions

Introduction.

Please read these terms and conditions carefully as they set out the agreement between you and IP Exchange (MSP) and your rights and obligations.

Definitions in this Agreement.

  • “Applicable Laws” means all applicable laws, statutes, regulations from time to time in force including but not limited to the Communications Act 2003.
  • “Airtime Service Provider” means a third-party supplying airtime services to the Customer.
  • “IP Exchange (MSP)” is at Statham House, Talbot Road, Stretford, Manchester, M32 OFP. Registered in England No. 11511727.
  • “Commencement Date” means the date on which all phone numbers listed in Schedule 1 are ported over from IP Exchange (MSP) to the Customer.
  • “Customer” means the person, company or authorised contact from an associated company who is authorised to access the account, so named on the agreement or defined through official communication to have access to the account. IP Exchange (MSP) reserves the right to deal with anyone reasonably appearing to IP Exchange (MSP) to be acting with the Customer’s authority or permission.
  • “Early Termination Charges” means any charges which become due and payable to IP Exchange (MSP) if the Customer decides to end the contract before the end of the Term and (if applicable) where the Customer has not achieved the Minimum Call Spend as at the date of the notice of termination during the then current year.
  • “Equipment” means any equipment or product (including for the avoidance of doubt mobile telephones) supplied by IP Exchange (MSP) or any third party on behalf of IP Exchange (MSP) to the Customer.
  • “Minimum Call Spend” means the annual amount of £[Amount], which the Customer has committed to paying each year during the Term as set out in the Partnership Agreement entered into by the parties in relation to the sponsorship of the Customer by IP Exchange (MSP).
  • “Mobile Services” means the provision of services in relation to mobile telephony.
  • “Partnership Agreement” means the agreement entered between [Customer], a company registered in England and Wales ([Customer Company No.]) whose registered office is at [Customer Address] and IP Exchange (MSP) dated [Date].
  • “Rebate” means where any Services (if any) comprise or include services where an amount is paid by IP Exchange (MSP) to the Customer by way of a return on what the Customer had already paid (“Rebate Service” shall be construed accordingly).
  • “Service Credit” means the amounts payable (if any) by IP Exchange (MSP) to the Customer as set out in the appendix.
  • “Service Failure” means any failure, error or defect in the provision of the Service(s) by IP Exchange (MSP) but excludes failures, errors or defects arising from, caused or contributed to by the Customer’s acts and/or omissions or anything that arises as a result of something beyond IP Exchange (MSP)’s reasonable control or failing to comply with the service level agreement.
  • “Service Level” means the standard of performance (if any) in relation to a Service(s)as set out in service level agreement in Schedule 2.
  • “Services” means the provision of telecom services and/or Equipment and/or Mobile Services and/or fraud monitor, line assurance and services provided by IP Exchange (MSP) relating to the Internet and any related service provided by IP Exchange (MSP) to the Customer under this agreement.

The Services and Equipment IP Exchange (MSP) Provide.

Save as provided in these terms and conditions IP Exchange (MSP) shall provide the Customer with such Services and Equipment as are requested by the Customer and any use of the Services or payment for the Services is deemed acceptance of these terms and conditions. In respect of fraud monitor and line assurance the additional terms and conditions set out on our website shall be deemed to be incorporated herein. IP Exchange (MSP) shall only become liable to supply Services to the Customer once satisfactory responses to credit checks have been received by IP Exchange (MSP) and (where appropriate) any Airtime Service Provider. IP Exchange (MSP) will monitor and record information relating to a customer’s trade performance and such records will be made available to credit reference agencies, who may share that information with other businesses in assessing applications for credit and fraud prevention.

  • The Customer shall be responsible for the safe keeping of any related Equipment and safe and proper use of the Services after installation of the Services and the Customer undertakes in particular:
    a. not to make any attachments to the Equipment other than those approved for connection under the Act to be connected to any Equipment;
    b. not to contravene the Applicable Laws or licences; and
    c. not to allow any unauthorised access to the Equipment or the Services.
  • The Customer hereby agrees that its apparatus shall at all times conform to the standard or standards (if any) under the Applicable Laws and IP Exchange (MSP) shall not be under any obligation to connect or keep connected any Customer apparatus if it does not comply or if in the reasonable opinion of IP Exchange (MSP) it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by IP Exchange (MSP).
  • The Customer undertakes to use the Services in accordance with the Applicable Laws and IP Exchange (MSP)’s acceptable use policy and fair usage policy (as published from time to time at https://ipex.technology/terms-and-conditions) and the Customer further undertakes not to use the Services and to procure that none of its employees use the Services as a means of communication for a purpose other than that for which the Services are provided.
  • Any Equipment supplied by IP Exchange (MSP) further to a rental agreement remains the property of IP Exchange (MSP) and must be made available for collection on the expiry or termination of this agreement.
  • During the Term of this agreement, the Customer shall not procure or be party to an agreement or arrangement with any third party, to provide or receive telecommunications services or services similar to the Services by way of telecommunication provision via the Equipment, save where, IP Exchange (MSP) is unable to offer the Services requested by the Customer, or IP Exchange (MSP) has failed to accept or respond to the request in writing within 7 working days, in each instance the Customer shall be free and entitled to use the services or products of any third party it deems appropriate.
  • The Customer shall not publicise any number provided by IP Exchange (MSP) in any way or commit to any advertising or publicity until such time as it has received from IP Exchange (MSP) in writing confirmation that the number is live and tested. IP Exchange (MSP) will use reasonable endeavours to provide you with the Services by the dates agreed with you and to continue to provide the Services until this agreement is terminated. IP Exchange (MSP) will not be liable for any loss or damage should the Service not commence or restart on the agreed date due to circumstances beyond its reasonable control. Where IP Exchange (MSP) is supplying network services as part of the Services the Customer must provide to IP Exchange (MSP) details of all the related services that it wishes to receive relating to any telephone number that the Customer wishes to use. IP Exchange (MSP) will provide network Services through such party as it deems appropriate.
  • The Customer shall give IP Exchange (MSP) at least 90 days written notice in the event that above average use of the Services is likely to occur. IP Exchange (MSP) shall not be liable for failure/withdrawal of any part of the Services should such notice not be given.
  • IP Exchange (MSP)’s acceptable use policy and fair usage policy form part of this agreement and includes any restrictions imposed on IP Exchange (MSP) by the provider to it of the Services and/or Equipment and is designed to protect the level and quality of the services that IP Exchange (MSP) offers to all of its customers and permits IP Exchange (MSP) to regulate the Customer’s use of the Services.
  • The Customer acknowledges that, in respect of any broadband speeds, any speeds quoted by IP Exchange (MSP) are approximate only and that the level of speed that can be obtained by the Customer will be dependent on factors outside the control of IP Exchange (MSP) including but not limited to the geographical proximity of the Customer to the local exchange and the quality of the infrastructure serving the Customer’s premises.
  • The Customer authorises IP Exchange (MSP) to send/resend CPS during the continuance of this agreement, and hereby waives IP Exchange (MSP)’s obligation to notify it of the same being done. If the Customer wishes to receive such notification, then it must so inform IP Exchange (MSP) in writing.
  • Where IP Exchange (MSP) provides software to the Customer as part of the Services and/or Equipment, the Customer acknowledges that, unless otherwise set out in this agreement, all intellectual property rights in any such software remain with IP Exchange (MSP), or its suppliers or licensors. IP Exchange (MSP) hereby grants a non-exclusive licence of the software to the Customer solely for the use of the same by the Customer in connection with the Services and/or Equipment. This licence automatically terminates with the termination of this agreement. IP Exchange (MSP) does not warrant that the software will be error–free.
  • IP Exchange (MSP) agree to completing all backups in line with our tender response, following our ‘3,2,1 Policy’. This comprises of 3 backups, 2 in alternate cloud storage providers and one local copy. This service is part of our managed service offering and will be outlined in the Scope of Works and Solution Description
  • The Customer agrees that it will not copy, decompile, or modify the software without the prior written consent of IP Exchange (MSP) and will not distribute the software to any third party.
  • For connectivity line purposes, where IP Exchange (MSP) incur site survey, provisioning, engineering or other fees (whether its own or to a third party) associated with meeting the customer’s requirements and/or subsequently the line does not become operational for any reason then IP Exchange (MSP) have the right to charge the customer fees of up to £250 per line together with any charges levied on IP Exchange (MSP) by a third party in bringing the associated infrastructure up to the relevant standard.
  • If the Customer instructs IP Exchange (MSP) to cease or port, the provision of an NGN (non-geographic number) IP Exchange (MSP) has the right to charge the Customer a disconnection fee of £99 for each NGN number. Where the Customer is not a Small Business Customer but is entitled or permitted by IP Exchange (MSP) to cancel the agreement during any initial cancellation period, any services used within this period will be chargeable and any third-party costs (including cancellation fees) incurred by IP Exchange (MSP) within this period at the request of the Customer will be chargeable. Cancellation charges may apply if the service is terminated outside of prescribed timescale.
  • Both parties agree that IP Exchange (MSP) will take all the necessary steps to arrange the transfer of the Customers, existing telephone number or codes from the Customers, current telecommunications provider to IP Exchange (MSP) within one month of the Commencement Date, and in any event in accordance with all Applicable Laws. Additionally, where IP Exchange (MSP) allocate to the Customer a telephone number or code as part of the Services, IP Exchange (MSP) will assign any legal, equitable or other rights in relation to any such telephone numbers or codes.
  • IP Exchange (MSP) can withdraw or change any such telephone numbers or codes but will only do so if it is required to under any legal or regulatory changes.

What Level of Service IP Exchange (MSP) Provides.

  • IP Exchange (MSP) will provide the Service(s) in accordance with the terms of this agreement and shall use reasonable skill and care when providing the Service(s).
  • IP Exchange (MSP) will:
    a. ensure that the Services conform to any agreed specifications, requirements and standards and that they are fit for any purpose expressly or implicitly made known to IP Exchange (MSP);
    b. ensure that the Equipment, and all goods, materials, standards and techniques used in providing the Services, are of the best quality and are free from defects in workmanship, installation and design;
    c. co-operate with the Customer in all matters relating to the Services, and comply with the Customer’s reasonable instructions;
    d. maintain all licences, consents and permissions needed to supply the Services; and
    e. not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.
  • IP Exchange (MSP) does not guarantee that the Services will be continuously available.
  • If a Service Level is not achieved by IP Exchange (MSP), IP Exchange (MSP) will, subject to Clause 7, pay to the Customer a Service Credit as outlined in the contract appendix.
  • A material breach of this Agreement including a breach of the Service Level Agreement will include: -.
  • Persistent Breaches. No more than 3 Breaches in a rolling 6-month period. A persistent outage counts as a loss of active service for more than 50% of users for 15 minutes or longer where the outage results directly from products and services supplied by IP Exchange (MSP).
  • Catastrophic Breaches: Telephony outage for 50% of users or more for 48 hours.
  • All outage clauses are related to matters that are within IP Exchange (MSP)’s reasonable control. Anything outside of this will be treated on their own merits and IP Exchange (MSP) will work to offer alternative temporary services to provide a basic level of telephony services.

Failure on this scale without acceptable resolution entitles the Customer to exit entire agreement and or seek remedy not limited to an alternative solution provided by IP Exchange (MSP). Execution of Clause 4.8 is subject to discussion with reasonable resolution not withheld or rejected unreasonably save where the Customer reasonably believes IP Exchange (MSP) is unable to resolve the issue within the timeframe required.

How ong this Agreement lasts and when can it be ended.

  • The agreement will start on the date it is signed by both parties and will continue for the Term unless terminated earlier by either party giving to the other not less than 90 days’ prior written notice.
  • Either party shall be entitled to suspend and/or terminate this agreement by giving written notice to the other if:
    a. the other party commits a material breach of this agreement and, if the breach is capable of remedy, fails to remedy the breach within a period of 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
    b. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or
    c. an administrator takes possession or a receiver is appointed over any of the property or assets of the other party, the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, the other party becomes bankrupt or goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and so that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other party under this agreement); or
    d. the other party ceases, or threatens to cease, to carry on business.
  • IP Exchange (MSP) or the Customer may terminate this agreement immediately if:
    a. any licence or agreement under which IP Exchange (MSP) or the Customer has the right to run its telecommunications system and in the case of the Customer connect it to the IP Exchange (MSP) system is revoked, amended, or otherwise ceases to be valid; or IP Exchange (MSP) fail to keep up with their licencing and / or technological obligations;
    b. the Partnership Agreement entered into between IP Exchange (MSP) and the Customer is terminated for any reason;
    c. the Customer is suspected, in the reasonable opinion of IP Exchange (MSP), of involvement with fraud or attempted fraud in connection with use of the Services or this Agreement;
    d. IP Exchange (MSP) are instructed by OFCOM or any other competent legal or regulatory authority to stop providing the Service(s) to the Customer; or
    e. the Customer has breached the agreement in such a way that IP Exchange (MSP) could be in breach of any Legislation and/or in breach of any agreements with its third-party providers required to provide the Service(s).
  • The Customer can terminate this agreement by giving IP Exchange (MSP) one month’s written notice for convenience before the end of the Term but acknowledges that IP Exchange (MSP) shall be entitled to invoice the Customer any Early Termination Charges for either (a) the agreed Minimum Call Spend that the Customer would have paid for had they not terminated the agreement early, less any amounts paid by the Customer up to the date of termination, or (b) if there is no Minimum Call Spend, the average charges over the previous six months’ invoices prior to the date of termination times by the remaining months of the Term. The Customer further acknowledges that the above remedy for IP Exchange (MSP) is a fair and reasonable estimate of IP Exchange (MSP)’s loss incurred as a result of the early termination of the agreement by the Customer.
  • In the event of termination by either party for any reason IP Exchange (MSP) shall be entitled to recover from the Customer the contracted rental until such time as the Customer has transferred to a new provider.
  • The rights to terminate this agreement shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach. Continued use of the Services post termination will result in IP Exchange (MSP) levying its standard published usage charges for all Services used, which charges the Customer shall pay immediately upon demand.

Where the Customer cancels part only of a bundle of Services, IP Exchange (MSP) reserves the right to charge the Customer a pro-rated amount for the Services cancelled up to cancellation.

 

We may transfer, assign, or subcontract the whole or any parts of our rights under this agreement

Access to Premises.

To enable IP Exchange (MSP) to comply with its obligations under the Agreement; the Customer shall allow or procure permission for IP Exchange (MSP) and any other person(s) authorised by IP Exchange (MSP) to have reasonable access to the Customer’s premises and the Services’ connection points or, where network connection services form part of the Services, such location on the Customer’s premises and/or any neighbouring premises as IP Exchange (MSP) reasonably requires and shall at all times provide such reasonable assistance as IP Exchange (MSP) requests.

  • IP Exchange (MSP) will endeavour to carry out work by appointment and during normal working hours but may request the Customer to provide access at other times. If at the request of the Customer IP Exchange (MSP) conducts work outside its normal working hours, the Customer will be responsible for IP Exchange (MSP)’s reasonable additional charges.
  • Unless otherwise agreed the Customer shall at its own expense carry out such site preparations as IP Exchange (MSP) may reasonably require.
  • Where a site survey is carried out the costs thereof and of any required work identified in the site survey shall be borne by the Customer.
  • If the Customer requests maintenance or repair work which is found to be unnecessary or results from an act or omission of the Customer, IP Exchange (MSP) will charge for the work and the costs incurred.
  • The Customer hereby duly authorises IP Exchange (MSP), its dealers and agents to reprogram and or remove existing access equipment, subject to agreement to a signed Scope of Works, in order to provide the Services. In the event that the work is undertaken by the Customer’s existing maintainer and not IP Exchange (MSP), IP Exchange (MSP) will pay a maximum contribution of £75 plus vat towards any charges raised by the Customer’s existing maintainer. The Customer to pay all other costs.
  • Where BT Openreach charges IP Exchange (MSP) for repairs (and/or engineering call out), and the fault is due to damage to the Customer’s equipment, caused otherwise than by IP Exchange (MSP) reserves the right to invoice the Customer for the amount of such BT Openreach charge together with an administration charge of £25.
  • Where reasonably required by IP Exchange (MSP), the Customer shall ensure that environmental conditions are maintained for Equipment.

What IP Exchange (MSP) Charges and When the Customer Must Pay IP Exchange (MSP).

  • Usage charges will be such charges for the use of the Services by either (i) the Customer or (ii) any third party who has accessed the Equipment without the Customer’s authority and fraudulently used the Services as IP Exchange (MSP) may notify to the Customer from time to time by e-mail or by post.
  • Minimum call charge is 60 seconds and then billed on a per second basis thereafter. Per second charging pertains to international and non-geographic calls. If calls are made to a premium number, billing is per second and rounded to the nearest minute. This is standard practice. All calls to 01,02,03,05,07 are not subject to this charging profile.
  • Details of the Customer’s current charges can be obtained by emailing IP Exchange (MSP) at info@ipex.technology with full account details. The parties acknowledge and agree that the charges payable by the Customer to IP Exchange (MSP) shall be those set out in the Pricing / Invoicing above, calculated in accordance with the number of User Licenses. Notwithstanding this, the parties have also agreed that a 10% discrepancy shall apply to the total number of User Licenses at any one time when calculating the total monthly charge, such that in the event the Customer has up to and including 10% fewer or more User Licenses than those set out in the Pricing/Invoicing above, there shall be no change to the corresponding total monthly charge. In the event the Customer requires more than 10% fewer or more User Licenses than those set out in the Pricing/Invoicing above, the parties agree that they shall enter into good faith discussions relating to any applicable variation to the total monthly charge, subject at all times to the written agreement of the parties as regards any such variation.
  • Unless otherwise stated all other amounts due from the Customer to IP Exchange (MSP) shall be paid within 30 days of the end of the month in which IP Exchange (MSP)’s invoice is received.
  • If the Customer fails to make any in that is due under this agreement on the specified due date then, without limiting any other right or remedy available to IP Exchange (MSP) (such failure to pay being a material breach of this agreement), IP Exchange (MSP) may charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
  • The price for the Services is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to IP Exchange (MSP).
  • The Customer agrees to pay IP Exchange (MSP) in full without any set-off all sums due to IP Exchange (MSP) under this Agreement.
  • IP Exchange (MSP) may vary the amount, frequency and time of any Direct Debit to such level as IP Exchange (MSP) deem reasonably appropriate (a) to take account of either an increase or decrease in usage of the Services by the Customer (b) to reduce such indebtedness of the Customer to IP Exchange (MSP) and/or (c) to such other operational matter affecting the Services as IP Exchange (MSP) shall in its discretion deem reasonable in each instance subject to and only on receipt of the Customer’s prior written consent.
  • If the Customer elects an alternative payment method to that of paying by monthly Direct Debit, IP Exchange (MSP) shall be entitled to charge a monthly administration fee of £0.50 per active user.
  • If the Customer fails to discharge any undisputed invoice by the due date set out at clause 7.4, then without prejudice to any right or remedies under this Agreement, IP Exchange (MSP) shall from the time of such failure provide the Services at the standard published usage charges and in addition the Customer agrees to pay IP Exchange (MSP) an administration fee of £25 per user. Invoices paid by credit card incur an additional £5 or 3% charge of the transaction whichever is the greater.
  • The price/charges for the Services shall remain fixed for the first 12 months of the contract. After the first 12 months IP Exchange (MSP) reserves the right to implement price increases in line with CPI plus 3.5% subject to discussion and on prior written agreement of [Customer]. No other material price increase can be made within the Term.
  • Should the Customer have any dispute with regard to the usage charges or any other charges, the Customer shall give written notice to IP Exchange (MSP) of the amount in dispute and the reason for the dispute. Any rectification or amendment of such disputed charges are limited to the 6 months prior to the written notification being received by IP Exchange (MSP) and remains at IP Exchange (MSP)’s sole discretion such discretion not to be unreasonably withheld. Such notice must be received prior to the due date of the payment being disputed by the Customer. The Customer shall remain liable to pay all amounts not in dispute in accordance with the terms of this agreement.
  • The Customer remains liable for all charges that are due under this Agreement whether the services were used with the Customer’s knowledge and consent or otherwise including and not limited to fraudulent calls made by a rogue callers and calls made by any third party who has gained unauthorised access to the Customer’s system.
  • Where the Customer requests the cancellation of a Directory Listing product, they will remain liable for the Directory Listing charges until the next publication of the phone book by BT when the listing will be deemed removed.
  • Any calls that are routed by any means beyond the control of IP Exchange (MSP) and for which you are invoiced by another provider will remain the responsibility of the Customer.

IP Exchange (MSP) may withhold any Rebate due to the Customer under the following circumstances:

  • IP Exchange (MSP) has reasonable grounds to believe that the relevant Rebate Service is being used for illegal or fraudulent activity or otherwise in breach of this Contract; or
  • IP Exchange (MSP) is notified of a decision or a request by a regulatory body (e.g. Phone pay Plus) relating to a Rebate Service to pay any fine or administrative charge incurred as a result of the Customer’s misuse of the relevant Rebate Service; or
  • the relevant network operator withholds payment of the relevant Rebate (in whole or part) due to IP Exchange (MSP) in relation to a Rebate Service used by the Customer; or
  • the relevant network operator claims repayment of any sum paid to IP Exchange (MSP) in relation to a Service used by the Customer.

When IP Exchange (MSP) can Suspend the Services.

  • IP Exchange (MSP) shall be entitled, for regulatory reasons or in order to comply with any numbering scheme or other obligation imposed on IP Exchange (MSP) by its licence or by any other competent authority (including any network provider), to withdraw or change any telephone number or code or group of numbers or codes allocated to the Customer whether on a temporary or permanent basis provided that IP Exchange (MSP) gives the Customer the maximum period of notice in writing thereof practicable in the circumstances.
  • If the Customer is in material breach of this agreement IP Exchange (MSP) may at its sole discretion and upon giving the Customer written notice elect to suspend without compensation the provision of Services for a period not exceeding 14 days. If the breach is capable of remedy and is remedied by the Customer within the 14-day period, then IP Exchange (MSP) shall recommence the provision of Services. If the breach is not capable of remedy or if so, capable is not remedied within the period of 14 days, then IP Exchange (MSP) shall have the option of either terminating this Agreement or of continuing the Services.

Liability of Each Party.

  • Nothing in this agreement shall exclude or restrict the liability of either party for death or personal injury resulting from its negligence.
  • If the Customer diverts traffic to another carrier, IP Exchange (MSP) will not be responsible for that carrier’s charges.
  • Subject to clause 9.1, neither party shall be responsible to the other in contract, tort or otherwise for any:
  • Loss of business
  • Loss of revenue
  • Loss of profit
  • Loss of contracts
  • Loss of anticipated savings
  • For any other indirect or consequential loss whatsoever.
    a. Save that this exclusion shall not apply to the fraudulent activities of either party nor to any claw-back or other loss suffered by IP Exchange (MSP) pursuant to the determination by an airtime services provider that the Customer has used and/or provided services using the Equipment and/or Services which it deems a gateway.
  • Subject to clause 9.1, the Customer’s liability in tort, contract or otherwise arising out of or in connection with the performance of its’s obligations under this Agreement shall be limited to an amount equal to the charges paid or payable under this agreement during the 12 months immediately preceding the relevant breach.
  • Neither party shall be liable to the other for any failure to perform an obligation under this agreement due to any cause beyond the first party’s reasonable control including without limitation any act of God failure or shortage of power supplies, trade dispute, any act or omission of Government, highways, regulatory bodies, other public telecommunication operators or other competent authority, or supply of services by third parties.
  • In accordance with clause 9, the Customer will be liable for any fraudulent activity arising at the Customer’s site save where such activity is under the control of, or could have been avoided or mitigated, or was otherwise as a result of, the acts or omissions of IP Exchange (MSP). Controlling unauthorised access (including fraudulent access) to PBX, trunking or other equipment or resource shall be the sole responsibility of the Customer.

Fraud.

  • For the avoidance of doubt, fraudulent activity includes but is not limited to:
    a. fraudulent calls made from the Customer’s Public Branch Exchange (‘PBX’) without their knowledge;
    b. fraudulent calls made utilising the Customer’s authentication details; and
    c. fraudulent calls made from an authenticated IP address.
  • The Customer acknowledges that the Service known as “fraud monitor” is not a fraud prevention system and does not prevent unauthorised access to the Equipment. It is the sole responsibility of the Customer to setup and maintain their own security independently of IP Exchange (MSP) and therefore IP Exchange (MSP) accepts no liability whatsoever for any costs incurred as a result of a breach of security. Standard MFA platforms are supported, Google, Microsoft et al.
  • For the avoidance of any doubt, the Customer responsibilities include but are not limited to:
    a. secure implementation and management of their systems including any hardware not provided by IP Exchange (MSP) such as Firewalls or PBX;
    b. maintaining security and confidentiality of authentication details for online service portals and other services;
    c. mitigate exposure to any suspected or known security breach by resetting passwords, requesting that accounts are disabled and reporting the incident to IP Exchange (MSP); and
    d. reporting the incident to the Police.
  • IP Exchange (MSP) reserves the right to invoice the Customer for any fraudulent activity made in accordance with clauses 7.6 and 9.1.
  • The Customer accepts full and complete liability for any costs, losses or damages incurred as a result of fraud that arises from an unauthorised third party using or accessing the Equipment (save to the extent that such unauthorised access was under the control or reasonably foreseeable by, IP Exchange (MSP)) and agrees to indemnify IP Exchange (MSP) against any costs, losses or damage suffered by IP Exchange (MSP) arising from that fraudulent activity including any costs and expenses reasonably incurred by IP Exchange (MSP) in investigating any such fraudulent activity. IP Exchange (MSP) recommends the Customer obtains professional security advice with regard to PBX, trunking or other equipment or resource.

General.

  • IP Exchange (MSP) reserves the right to change the provider of the services to it at any time where a requirement is needed for either IP Exchange (MSP) to do so or to improve services to the customer.
  • IP Exchange (MSP) will make every reasonable effort to inform the customer where the contracted solution could be improved or changed to increase performance or value for money.
  • IP Exchange (MSP) reserves the right to change these Terms and Conditions subject to entering a formal period of discussion with [Customer]. Acceptance to any reasonable and material changes will not be unreasonably withheld or obstructed without reason. The Customer must notify IP Exchange (MSP) of any objection to the proposed changes within one month of being notified of such changes.
  • If IP Exchange (MSP) is required to make a change to these Terms and Conditions as a result of any legal or regulatory requirement, IP Exchange (MSP) will give the Customer as much notice as IP Exchange (MSP) receives from any such legal or regulatory body.
  • IP Exchange (MSP) under this agreement shall be in writing addressed to the Customer at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to IP Exchange (MSP) and sent by recorded delivery which shall be deemed served at the time of delivery.
  • The Customer under this agreement can serve notice of termination to IP Exchange (MSP). Acceptable forms of notice shall be sent by a formal method of communication such as a letter by recorded delivery or an email. This must be sent to IP Exchange (MSP)’s principal place of business, such other address as may at the relevant at the time or to adam@ip-ex.com or accounts@ip-ex.com.
  • Any provision of this agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected.
  • IP Exchange (MSP) and the Customer shall not assign sub-license, delegate, or otherwise deal with all or any of its rights and obligations under this agreement without prior written consent of the other party, such consent not to be unreasonably withheld. Nothing in this agreement shall be deemed to grant either a licence to use any software or other intellectual property rights belonging to (which shall include trademarks) other than strictly in accordance with the terms of this agreement. For the avoidance of doubt, the Customer shall not be entitled to sub-license any such software or other intellectual property right.
  • These terms and conditions together with any terms set out in the order constitute the entire agreement between the parties, supersede any previous agreement or understanding and, subject to clause 7.10.1 and 5.2, may not be varied except in writing and signed by the parties or varied orally and then confirmed in writing. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. In entering into this agreement, the Customer acknowledges that it does not rely on any representations which are not confirmed in the terms of this agreement, but nothing in this agreement affects the liability of either party for fraudulent misrepresentation.
  • The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.
  • The laws of England and Wales shall govern this agreement, and the Customer agrees to submit to the exclusive jurisdiction of the English Courts.
  • The Customer and IP Exchange (MSP) undertake to each other that it shall keep and shall procure that its directors, officers, employees, servants, agents and sub- contractors (as appropriate) shall keep secret and confidential and shall not use, copy, adapt, alter or part with possession of, or disclose to any other third party any information or material of a technical or business nature relating in any manner to the affairs, business, products or services of the other which may be received or obtained in connection with the performance of this agreement provided that:
  • Nothing herein shall prevent the use or disclosure of any information not treated by the other party as confidential or which does not properly belong to it; and
  • The party receiving such information or material shall not be prevented from using or disclosing the same to the extent that it is in or comes into the public domain otherwise than through the default or negligence of the receiving party, or to the extent that its disclosure is required by law.
  • Each party warrants to the other that it will at all times comply with its obligations (if any) under the UK data protection law including but not limited to the Data Protection Act 2018 and the UK General Data Protection Regulation. Where the discharge of IP Exchange (MSP)’s obligations under this agreement involves the processing of personal data, the Customer appoints IP Exchange (MSP) as the Customer’s data processor to process the personal data on behalf of the Customer for the purposes of this agreement.
  • IP Exchange (MSP) will monitor all our nominated suppliers to ensure they are complaint with their appropriate Data Protection, Cyber Security and ISO accreditations and will keep a register that can be made available upon request.
  • Any breaches will be notified to [Customer] within 1 working day of receiving the information.
  • The Customer is responsible for the security of the use of the Services including, but not limited to, ensuring that appropriate anti-virus software is installed, having appropriate procedures in place to protect and update passwords and having an appropriate disaster recovery plan in place. Where the Customer knows or ought reasonably to know that that there is a threat to the security of the Services, the Customer must promptly contact IP Exchange (MSP).