SIMPLECALL BUSINESS TERMS & CONDITIONS OF BUSINESS
Equipment Delivery, Installation and Service Conditions
The terms below together with the annexes set out Zamir Telecom’s provisioning of IP-PBX system & services.
1. Service Description:
Zamir Telecom will provide the following:
(i) the provisioning of Zamir Telecom’s IP PBX (“the Equipment”) which is paid up front by the Customer and delivered and installed at the customer specified service location(s) (“the Customer Locations”),
(ii) the staging, physical installation and configuration of the Equipment at the Customer Locations,
(iii) the management and monitoring (on a 24/7/365 basis) of the Equipment, through auto-notification and direct notification by the Zamir Telecom technical team,
(iv) trouble resolution, device fault and configuration management,
(v) network fault isolation and management, and
(vi) the furnishing of voice, local and long distance services (“The Service”). The Service is provided, in part, via a PBX that typically accommodates users with IP telephone stations & soft phones on PCs. Zamir Telecom may utilise contractors and subcontractors for some or all of the Service
2. Service Requirements/Service Restrictions:
To receive the Service, Customer must execute and Zamir Telecom must accept, a Service Agreement for the Service, together with a complete Site Survey (Statement of Work) and, in cases where the Customer also purchases national & international dialling from Zamir Telecom. Details of which are set out in the Calling Agreement at Annex A.
The Customer hereby acknowledges that any calling capability associated with the Service:
• may not be available during an electrical power outage affecting the Service location;
• will not be available if the Customer’s broadband connection service has been disrupted and not restored;
• will not be available if the Service has been disconnected for any reason, including the Customer’s non-payment;
• may not be available at locations other than the location for which a Service address has been furnished by Zamir Telecom;
• may not be available or may be routed to emergency personnel unable to respond, if the Customer has disabled or damaged the IP phone or removed the IP phone to a location other than one for which a Service address has been provided by Zamir Telecom; or
• may be delayed or unavailable due to network congestion or other problems affecting the network. The Customer is strongly encouraged to acquire and maintain alternative means of accessing National & International calling and to inform its authorised users of calling alternatives available to them. The Service, as currently configured by Zamir Telecom, supports a static environment only and does not support the movement of IP handsets from one location to another.
3. Supported Equipment:
The Service currently supports the SimpleCall, the IP-Hub (available with 8 or 24- port models) and the various IP handsets specified below. Zamir Telecom will review support of other devices on an individual case basis. In no event shall Zamir Telecom be responsible for managing any Equipment longer than the time period for which the vendor of that device supports the hardware and software on that device.
Handset Models
Yealink (Model: T22P, T26P)
Koncept IP phone (Model: KE2100)
4. Service Term:
The Customer agrees to order the Service for a term of 12 months (“Service Term”). After the end of the initial Service Term, Zamir Telecom may continue to provide the Service on a month-to-month basis.
If the Customer wishes to terminate the agreement within the Service Term, they may do so by making the full payment of the total contract value for the whole of the Service Term.
5. Charges for the Equipment and Service Commencement Date:
The charges for the Equipment and Service shall be specified in the applicable Service Agreement for the Equipment and Service. All monthly recurring charges associated with the Equipment and Service shall be billed by Zamir Telecom monthly in advance. Any non-recurring charges, other than any initial upfront non-recurring charge, shall be billed monthly in arrears. Any upfront non-recurring charge shall be included in the Customer’s first invoice. Billing for the Equipment and Service shall commence upon the earlier of
(i) the date on which the Equipment is installed and deemed operational by Zamir Telecom, or
(ii) Fifteen (15) Business Days after Zamir Telecom notifies the Customer of a firm date for installation of the Equipment and provisioning of the Service. In the case of Equipment and Service being installed in multiple locations, billing shall commence on a per site basis when the Equipment is deemed operational by Zamir Telecom. Customer agrees to co-operate with Zamir Telecom to accomplish the installation of the Equipment and Service by providing Zamir Telecom access to the Customer’s premises.
6. Changes in the Equipment and Service:
Changes to the Equipment and/or Service may be requested by the Customer in writing to Zamir Telecom. The Customer acknowledges and agrees that any changes to the initial configuration established through the Site Survey (Statement of Work) could result in additional charges and could impact installation times.
7. Installation of Equipment:
Installation of the Equipment includes the delivery of the Equipment to the designated Customer location(s), configuration of the Equipment in accordance with the information gathered by Zamir Telecom from the Customer and set forth in the Site Survey (Statement of Work), actual installation of the Equipment at the designated Customer location(s), and testing of the Equipment for functionality. Zamir Telecom shall use reasonable commercial efforts to coordinate installation date(s) with Customer. Zamir Telecom will install the Equipment within the hours of 10:00 a.m. and 7:00 p.m. GMT on normal Business Days. If the Customer requests an installation of the Equipment outside of these hours, then the Customer shall be required to provide Zamir Telecom at least three (3) weeks prior written notice. Zamir Telecom will coordinate with the Customer to determine a mutually acceptable installation date and time. Should Zamir Telecom agree to the Customer’s request for an installation time outside of these hours, Zamir Telecom shall charge the Customer an additional fee of £150.00 (for Service calls up to four (4) hours) plus an additional hourly fee for Service calls exceeding four (4) hours at the then applicable hourly rate charged by Zamir Telecom.. In addition, if the Customer fails to allow or accept installation of the Equipment when a Zamir Telecom technician arrives as scheduled to install the Equipment and/or Service, the Customer will be charged a Customer “Not Ready for Service” fee. Zamir Telecom shall not be responsible for any damages whatsoever resulting from delays in meeting requested or specified installation/service dates.
8. Responsibilities of Zamir Telecom:
Zamir Telecom is responsible for:
• gathering from the Customer all information required by the Site Survey (Statement of Work)
• ordering of the Equipment
• configuration of the Equipment for installation
• shipping of the Equipment to Customer site(s)
• on-site installation of the Equipment
• testing and tune up of the Equipment
• troubleshooting and resolving issues with the Equipment
• monitoring of the Equipment
• processing moves, adds and change requests associated with the Equipment (charged at hourly rates for post installation works)
Zamir Telecom is not responsible for:
• ensuring that Customer’s applications are performing properly across its internet
• latency issues across the Customer’s internet if not supplied by ZamirTelecom
• cabling faults
• other network equipment issues which are not provided by Zamir Telecom
• the applications within the Customer’s LAN or transferring Customer’s internet if not supplied by Zamir Telecom.
9. Responsibilities of Customer:
The Customer will co-operate with Zamir Telecom and its employees, contractors and agents as necessary for Zamir Telecom’s performance of the Equipment / Service provisioning in a timely manner. This co-operation includes:
• purchasing all core hardware devices (excluding IP handsets) for IP-PBX support
• designating a technical point of contact to work with Zamir Telecom to lend support for a successful implementation of the Equipment/Service
• providing Zamir Telecom with all necessary information to complete the Site Survey (Statement of Work) which will be relied upon by Zamir Telecom to configure the Equipment/Service
• designating one primary contact to receive status reports regarding installations, outages, maintenance activities and other communications relating to the Equipment/Service
• providing Zamir Telecom representatives with appropriate access to Customer’s site(s) as required for the Site Survey and Equipment installation, configuration and trouble shooting
• providing Zamir Telecom with a complete list of LAN applications
• cooperating with Zamir Telecom representatives in scheduling installations and service calls
• providing Zamir Telecom with all router configurations
• providing a safe and hazard free environment for Zamir Telecom representatives to enter and work at each site
• ensuring that Customer has obtained connection to and all necessary permissions, licences, permits or consents from any public or private telephone network to which the Equipment is connected and any necessary permissions, licences or permits from local government or regulatory authorities
• providing Zamir Telecom with necessary telephone numbers and passwords to enable remote access to the Equipment and notifying Zamir Telecom with any changes made to such numbers and passwords
• implementing security procedures necessary to limit access to the Equipment
• promptly communicating any details of any changes made by Customer to its internal systems that would affect the Equipment
10. Right to Terminate/Early Cancellation/Early
Termination Charges:
Notwithstanding anything contained in the Service Agreement or the Terms and Conditions to the contrary, Zamir Telecom reserves the right to terminate the Service for any reason whatsoever by giving Customer not less than sixty (60) days prior written notice thereof. A decision by Zamir Telecom to terminate the Service may be based upon, but not limited to, a determination by Zamir Telecom that the rules, regulations or policies of OFCOM or similar regulatory body, or any state or local governmental agency or entity may cause the Service to be unlawful, unprofitable, impractical or undesirable. If Customer terminates the Service after executing the Service Agreement but prior to the Billing Activation Date, Customer shall be obligated to pay Zamir Telecom a cancellation charge equal to six (6) months of the total contract value. If Customer terminates the Service prior to the end of the applicable Service Term (or if Zamir Telecom disconnects the Customer as a result of a material default by the Customer), Customer shall be obligated to pay Zamir Telecom an early termination charge equal to the applicable MRC for the terminated Service(s) multiplied by the number of months remaining in the then applicable Service Term. Both parties acknowledge that the foregoing amounts are an accurate estimation of Zamir Telecom’s actual damages caused by any such cancellation or early termination and are not intended as a penalty.
11. Disclaimer of Warranty:
ZAMIR TELECOM SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, THOSE ASSOCIATED WITH ANY SOFTWARE LICENCES ASSOCIATED THEREWITH.
12. Local Services:
Where Zamir Telecom is providing local services that are tariff, applicable international tariffs, which may be modified by Zamir Telecom from time to time in accordance with law, govern the provision of local services furnished as part of the Service. Analog lines may be purchased for additional charges provided Zamir recommends BT lines.
13. Long Distance Services:
Where Zamir Telecom is providing long distance services as part of the Service, the rates quoted by Zamir Telecom in the Service Agreement shall apply as well as Zamir Telecom standard terms and conditions for long distance service set forth on its web site at http://www.simplecall.com/international_tariff.asp tariffs.
14. Service Level Agreement:
The Service Level Agreement for the Service is contained in Annex B hereto.
ANNEX - A
CALLING AGREEMENT
http://www.simplecall.com/international_tariff.asp
C
ANNEX – B
SERVICE LEVEL AGREEMENT
This Service Level Agreement sets forth the service level commitments of Zamir Telecom concerning the Service.
SLA
Mean Time To Respond (Remote) - Zamir Telecom will notify Customer within thirty (30) minutes from the time that Zamir Telecom makes the determination that the Service is unavailable. Notification shall be made to Customer’s designated representative via an email or a telephone call. Subject to the qualifications set forth below, Customer is to receive a credit equal to 50% of the applicable MRC for that month for the Service for the affected Service location.
Mean Time to Respond (Onsite) - Zamir Telecom technicians will arrive at the Customer’s premise within four (4) hours from the time that Zamir Telecom determines via remote troubleshooting that the issue cannot be resolved remotely and requires on-site assistance. Subject to the qualifications set forth below, Customer is to receive a credit equal to 50% of the applicable MRC for that month for the Service for the affected Service location. Configuration of Moves, Adds and Changes (MAC’s) - Zamir Telecom will process any basic configuration MAC changes requested by Customer before 1 p.m. GMT on a Business Day or before 6 p.m. GMT on the next Business Day. Zamir Telecom’s goal is to process any network configuration changes requested by the Customer by 1 p.m. GMT on a Business Day, within four (4) Business Days of Zamir Telecom’s receipt of complete information on the applicable Zamir Telecom form. Subject to the qualifications set forth below, Customer to receive a credit equal to 50% of the applicable MRC for that month for the Service for the affected Service location.
Zamir Telecom Service Level Objective – Mean Time to Repair (on-site)
Zamir Telecom Service Level Objective for Mean Time to Repair is to have all equipment operational within four (4) hours from the time a Zamir Telecom technician arrives on site and has access to the necessary replacement equipment, if any, required. Mean Time to Repair will be measured from the time a trouble ticket is opened with Zamir Telecom through the time the ticket is closed by Zamir Telecom, excluding from the calculation any time associated with delays caused by Customer’s failure to provide Zamir Telecom with appropriate access to the equipment and facilities and delays resulting from the unavailability of replacement equipment at the applicable site.
Claims Process/Exclusions
Notwithstanding anything in this Service Level Agreement to the contrary, Customer shall not be entitled to receive any credits under this Service Level Agreement in connection with any failure or deficiency of the Equipment or the Service that is caused by or results from:
• circumstances beyond Zamir Telecom reasonable control, including, without limitation, acts of government body, war, insurrection, sabotage, embargo, fire, flood, strike or other labour disturbances, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Service;
• the failure of access circuits provided by other service providers;
• scheduled maintenance and emergency maintenance and upgrades;
• DNS issues outside the control of Zamir Telecom;
• the failure or deficient performance of power, services, systems or equipment not provided or covered by the Service;
• false Service Level Agreement breaches reported as a result of outages or errors of any Zamir Telecom measurement systems;
• Customer’s failure to report to Zamir Telecom of any failure of the Service of which it becomes aware, including without limitation, the Equipment;
• acts or omissions of Customer (or acts or omissions of other engaged or authorised by Customer), including without limitation, any negligence, willful misconduct, or use of the Zamir Telecom network or any Zamir Telecom services (including the Service) in breach of Zamir Telecom terms and conditions governing the provision of such services) or Zamir Telecom Acceptable Use Policy, or
• any events that occur before the Service is up and billable. In order to qualify for a Service credit, Customer must report any suspected Service level deficiency to Zamir Telecom’s customer service group within five (5) Business Days from the time Customer becomes aware of the problem through the opening of a trouble ticket. The performance standards and Service credits provided for in this Service Level Agreement assume compliance by Customer with the terms and conditions of its service agreement with Zamir Telecom and the failure of Customer to comply with those terms and conditions may invalidate the Zamir Telecom’s guarantees provided herein.
