Phone Systems and Hosted Telephony

1. Term

1.1

The terms of this Schedule 1 shall apply to the provision of phone systems and hosted telephony and must be read in conjunction with the CFA.

1.2

The Minimum Term shall be the period beginning on the Commencement Date and ending on the fifth anniversary of the Commencement Date, unless otherwise specified in the CFA.

1.3

Subject to paragraph 1.4, the Contract may be terminated by either party giving to the other party not less than 90 days’ written notice, and if no such notice is given, the Contract shall automatically continue for an additional term of 12 months (“Additional Term”) following the end of the Minimum Term. Any notice given under this paragraph 1.3 must terminate upon the expiry of the Minimum Term or any Additional Term.

1.4

In the case of any Consumer or Small Business Customer, any renewal of the Additional Term shall be subject to DuoCall first obtaining from the Consumer or Small Business Customer (as the case may be) their express agreement thereto in relation to each Additional Term to be entered into.

2. Payment

2.1

DuoCall reserves the right to charge to the Customer an administration fee of £5 for each payment made to DuoCall other than by way of direct debit. DuoCall may increase such administration fee from time to time to reflect any increases in administration costs with or without notice.

2.2

If the Customer fails to make any payment due to DuoCall by its due date, DuoCall reserves the right to require the Customer to enter into a direct debit arrangement for the rest of the duration of the Contract. If the Customer refuses to set up a direct debit upon notification by DuoCall within a reasonable amount of time, this will constitute a material breach of the Contract.

3. Phone Systems and Hosted telephony

3.1

The fee for the phone systems and hosted telephony service is the fee set out in the CFA.

3.2

If the Customer terminates the receipt of the phone systems and hosted telephony service before it is entitled to do so under paragraph 1.3, the Customer will pay to DuoCall a termination charge, which will be the greater of:

3.2.1

£99; and

3.2.2

the fees for the phone systems and hosted telephony service payable in respect of the unexpired residue of the Minimum Term or (if applicable) the current Additional Term.

The Customer acknowledges that this termination charge is intended to place DuoCall financially in the position that it would have been in if the phone systems and hosted telephony service had been provided for the full Minimum Term or Additional Term (as the case may be), and represents a genuine pre-estimate of the losses which DuoCall will incur as result of early termination of the phone systems and hosted telephony service. It is not intended in any respect to be punitive in nature.

This termination charge is due immediately upon the effective date of termination of the phone systems and hosted telephony service, and is payable in addition to any other monies payable under the Contract.

4. Delivery

4.1

Upon delivery of any physical items forming part of the Deliverables, the Customer shall be responsible for the removal and disposal of any packaging and other containers in which the items were delivered.

4.2

The Customer should make available such equipment and personnel as is reasonably necessary for DuoCall to effect delivery and (if applicable) installation of items forming part of the Deliverables, without incurring any fee to DuoCall for doing so.

4.3

The Customer is responsible for inspecting and testing the items forming part of the Deliverables upon arrival and should notify DuoCall within 7 days of delivery of any material fault or issues concerning the compatibility of the items with the Customer’s own facilities. If no such issues are notified to DuoCall, the Customer will have been deemed to accept such items.

5. Other Obligations

5.1

Subject to paragraphs 5.2, 5.3 and 5.4, DuoCall agrees to maintain any physical telephone systems forming part of the Deliverables during DuoCall’s normal business hours from time to time, including maintenance of the system central control unit, system cable, system key telephones and voicemail system (if applicable).

5.2

Paragraph 5.1 does not include maintenance of any other items including handsets, headsets, modems, holding music, connected computers and computer interfaces, software, middleware, cordless telephones, PA systems, door intercom equipment or any ancillary equipment which is subject to a manufacturer’s guarantee. DuoCall will only undertake maintenance of any these items to the extent (if any) specified in the CFA, and all such maintenance will be charged in accordance with DuoCall’s Price List. This also applies to any re-programming, diagnostic checks or alterations made through remote access.

5.3

Any reboot or restart of the telephone systems, its equipment, operating system or otherwise must only be carried out by a DuoCall engineer or by a person acting under the express instruction or authority of a DuoCall engineer.

5.4

At all times, the Customer must ensure that an uninterrupted power supply or a mains conditioning unit is used between the mains power and:

5.4.1

the telephone system, in order to protect the processor contained within the telephone system; and

5.4.2

the power over Ethernet (POE) or equivalent switch, in order to protect the handsets.

5.5

DuoCall will not perform any maintenance made necessary due to:

5.5.1

any defect in the design, quality or performance of the Deliverables to the extent that such defect arises as a result of the Customer having failed to follow DuoCall’s recommendations or advice, in particular with regard to any instructions for storage or use;

5.5.2

any repair or alteration of any Deliverables not undertaken by or with the approval of DuoCall;

5.5.3

fair wear and tear, wilful damage, negligence or wrongful act on part of the Customer or any of its employees, agents or representatives or abnormal working conditions; or

5.5.4

any fault or defect occurring in any equipment not supplied or supported by DuoCall including design defects, network line faults or faults attributable to any other Third Party Service Provider.

5.6

If DuoCall is required to collect any of DuoCall’s Equipment for any reason, including upon termination of the Contract, the Customer agrees to pay to DuoCall a charge of £350 per item, per attempted collection, whether such collection is successful or not.

5.7

Where any of DuoCall’s suppliers operating within the UK and/or the European Union wish to transfer personal data to any of their suppliers outside the European Economic Area, the relevant suppliers shall have the right, acting as agent for the Customer, to enter into and implement the EU model clauses for the transfer of data from a data controller to a data processor. Where the relevant suppliers find it necessary or desirable in order to comply with regulatory requirements, the Customer will, at the request and cost of the relevant subcontractors, arrange for the Customer to enter into direct agreements with the relevant suppliers for data processing. Those agreements will comprise the EU model clauses for the transfer of data from a data controller to a data processor.