Terms and Conditions for the Provision of Ryanventura Ltd Services
1 TERM OF THIS SERVICE SCHEDULE AND THE SERVICE MINIMUM PERIOD
2.1 These terms and conditions will apply for as long as the customer uses any and all services provided by Ryanventura Ltd.
2.1 The responsibility for the cost of connection to the public switch telecommunications network and/or the provision of additional lines to the public telephone system lies with the Customer if not provided by Ryanventura.
2.2 The Customer shall ensure that a suitable earthed mains electricity supply of 240 volts ac conforming to the Institution of Engineering and Technology’s IEE Wiring Regulations in force at the date of Delivery is available for each piece of Equipment within 3 metres of such pieces of Equipment.
2.3 The Customer shall ensure that the Site(s) are correctly prepared (at its own cost) in accordance with Ryanventura so that any necessary Equipment can be installed by the Customer.
2.4 The Customer adheres to the Equipment manufacturer’s power and environmental specifications (as published from time to time) and confirm to all local electrical code requirements.
2.5 The Customer shall be responsible for the cost to supply and install any and all infrastructure required to accommodate the power and environmental specifications as specified by the Equipment manufacturer (as published and as amended from time to time).
2.6 The Customer can only connect and use Equipment (whether Ryanventura supplied or not) connected (directly or indirectly) to or used with the Hosted Voice Select Service in accordance with any published instructions, safety and security procedures applicable to the use of that equipment. Specifically the Customer shall configure any equipment (whether supplied by Ryanventura or not) so as to prevent its being used in the commission of criminal offences including the making of fraudulent or bad faith calls.
2.7 If Raynventura becomes aware that any unsupported equipment is connected to the Hosted Voice Select Service, Ryanventura will serve notice on the Customer to remove such equipment.
2.8 The Customer accepts that it is their responsibility to provide the following items may be required at the Customer’s Site before the Hosted Voice Select Services can be commissioned:
2.8.1 IP phones or soft phones;
2.8.2 IP Access Circuit and any corresponding data hardware including, but not limited, router, port switches.
2.9 The Customer shall be responsible for all security measures relating to the Equipment.
3 PROVISIONING OF HOSTED VOICE SELECT SERVICES
3.1 Ryanventura shall have no obligation to provide any Hosted Voice Select Services unless and until a survey and all necessary testing has been completed by or on behalf of Ryanventura to ensure that it is possible for Ryanventura to provide such services. If Ryanventura becomes aware of any limitations that may impact provisioning or if the Hosted Voice Select Services cannot be provided, Ryanventura will contact the Customer and cancel the affected Hosted Voice Select Services without charge.
3.2 Ryanventura’s obligations in respect of the Hosted Voice Select Services are subject to Ryanventura determining that any details or information used by Ryanventura to determine the Charges applicable or any other terms of the Agreement, whether supplied by the Customer or otherwise, are accurate and not misleading.
3.3 Subject to paragraph 3.4, Ryanventura will use its reasonable endeavours to provide the relevant Hosted Voice Select Services in accordance with the terms of this Service Schedule.
3.4 The provisioning of the Hosted Voice Select Services is governed by third party operators and Ryanventura relies upon such third party operators’ co-operation. Accordingly:
3.4.1 Ryanventura is not able to, and does not, give any warranty, representation or undertaking as to the speed, quality or validity of any the Hosted Voice Select Service; and
3.4.2 in the event of a fault occurring in the Hosted Voice Select Services, Ryanventura will use reasonable endeavours to rectify the fault as soon as practicable however Ryanventura shall have no liability to the Customer and/or the Customer for any fault occurring, or any interruption to the Hosted Voice Select Services whether in contract, tort (including without limitation negligence or breach of statutory duty) or otherwise, howsoever caused (including but not limited to atmospheric conditions; any congestion, fault, interruption or interference with the network; any fault, interruption or interference with the power supply to the network, any act or omission by the relevant carrier, or any known or unknown viruses which cause interruption or interference with the network.
3.5 Whilst Ryanventura will use its reasonable endeavours to provide the Hosted Voice Select services, Ryanventura draws the following features of the Hosted Voice Select Services to the Customer’s attention:
3.5.1 the Hosted Voice Select Service may sometimes be limited, unavailable or disrupted due to events beyond Ryanventura’s control e.g. power disruptions, failures or the quality of any connection;
3.5.2 if the Customer uses the Hosted Voice Select Services to make Emergency Calls, the location information received by the emergency services will be limited to the installation address of the Site, which may not be the location from which the call originated, and as such the Customer may be required to provide information about the Customer’s location to the emergency services to allow them to respond;
3.5.3 Emergency Calls made using the Hosted Voice Select Service may fail if there is a power failure or connection failure and the Customer’s equipment used to access the Hosted Voice Select Services requires mains power to make Emergency Calls;
3.5.4 an Emergency Call made using the Hosted Voice Select Services may not receive the same network priority at all points on the network as that which an Emergency Call made on a mobile network or on a circuit-switched fixed line may receive; and
3.5.5 the Customer acknowledges that Ryanventura recommends that the Customer has at least one PSTN line as a back up to the Hosted Voice Select Service at each Site.
3.6 Ryanventura may withdraw Service Features with the Customer prior written consent, such consent not to be unreasonably withheld or delayed.
3.7 Ryanventura may withdraw Service Features not activated by Customers without one (1) month of the Customer’s prior written consent.
3.8 The Customer acknowledges and agrees that it is likely that the quality and availability of the Hosted Voice Select Services will be materially reduced if the Customer uses bandwidth allocated to the Hosted Voice Select Services for any other purpose other than making and receiving calls using the Hosted Voice Select Service.
3.9 The Customer acknowledges that the speed of any broadband element (if any) of the Hosted Voice Select Services depends on a number of factors including, but not limited to, distance from the exchange, local availability and line capability. Ryanventura shall have no liability to the Customer whether in contract, tort (including without limitation negligence or breach of statutory duty) or otherwise if the Customers line(s) does/do not produce a top speed of the maximum speed advertised.
3.10 The Customer shall:
3.10.1 identify and remove any Incompatible Services prior to providing any Hosted Voice Select Service to a Customer; and
3.10.2 ensure that all calls (save for any calls which must be made via any third party operator by law or regulation) which a Customer makes on any Line that is the subject of Line Rental shall be made using the Ryanventura Network; and
3.10.3 observe the rules and procedures established by Ryanventura and published to its Customers from time to time for the operation of Hosted Voice Select Service provisioning; and
3.10.4 indemnify and keep Ryanventura fully indemnified from and against any Losses which Ryanventura suffers or incurs (whether in contract, tort (including without limitation negligence), breach of statutory duty or otherwise) which arise out of or in connection with a breach by the Customer of any of paragraphs 3.10.1 – 3.10.3 above.
4 USE OF THE HOSTED VOICE SELECT SERVICES
4.1 The Customer shall be responsible for the safe custody and safe use of the Hosted Voice Select Services and without prejudice to the generality of the foregoing the Customer shall comply with the following provisions:
4.1.1 not to use the Hosted Voice Select Services to make Nuisance Calls;
4.1.2 not to cause any attachments, other than those that meet the appropriate essential requirements of regulation 4 of the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000 (as from time to time amended) and any other requirements under the General Conditions and all other Applicable Laws, to be connected to the Hosted Voice Select Services and
Ryanventura shall not be under any obligation to connect or keep connected any Customer apparatus or equipment if it does not so conform or if in the reasonable opinion of Ryanventura it is liable to cause death, personal injury or damage or to impair the quality of the Hosted Voice Select Services;
4.1.3 not to contravene the General Conditions or any other relevant regulations or licences granted thereunder and otherwise not to contravene, and not by any act or omission, cause Ryanventura to contravene, any Applicable Laws or General Conditions;
4.1.4 not to use the Hosted Voice Select Services to make, provide, communicate, publish, deliver, knowingly receive, upload, download, use or re-use any material or information which is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, indecent, obscene or menacing character, or which does or is intended to cause annoyance, nuisance inconvenience or worry to any person or which in any way causes damage to or disruption to the Hosted Voice Select Services;
4..1.5 not to use the Hosted Voice Select Services in a manner which constitutes a violation or infringement of the rights (including, without limitation, any Intellectual Property Rights) of any other person;
4.1.6 to maintain its telecommunications apparatus at all times during the period of the Order in good working order and in conformity with any relevant regulatory standards or approvals and Applicable Laws for the item as from time to time applicable;
4.1.7 to provide Ryanventura with all such information as it reasonably requests relating to the Customer’s telecommunications apparatus;
4.1.8 to implement adequate control and security over the use of the Hosted Voice Select Services including but not limited to the prevention of viruses, worms, Trojan horses and/ or any calls generated by rogue diallers or hackers;
4.1.9 not to use the Hosted Voice Select Services in a way that breaches any Applicable Laws) or any licence applicable to the Customer or that is in any way unlawful or fraudulent or in bad faith or to the knowledge of the Customer has any unlawful, fraudulent or bad faith purpose or effect;
4.1.10 not to use the Hosted Voice Select Services in a manner that could reasonably be
believed to have a detrimental effect on Ryanventura’s, or any of its third party Supplier’s, brand or reputation; and
4.1.11 not to send or procure the sending of any unsolicited advertising or promotional material.
4.2 Any equipment provided by or on behalf of Ryanventura for the purposes of providing the Hosted Voice Select Services (excluding for the avoidance of doubt any Equipment purchased under the terms of the Agreement) shall at all times remain the property of Ryanventura and shall be returned to Ryanventura forthwith upon request. The Customer shall be liable to Ryanventura for all losses, costs and expenses incurred by Ryanventura for the recovery, replacement or repair of such equipment (save to the extent that the same is caused by the negligence of Ryanventura).
4.3 Both parties agree to, fully co-operate with the Police and any other relevant authorities (including but not limited to the HM Revenue & Customs, Trading Standards, the Information Commissioner and/or OFCOM and their successors from time to time) in connection with any misuse or suspected misuse of the Hosted Voice Select Services, and Customer consents to, and shall obtain the consent of the Customer to, Ryanventura co-operating with any such authority and with any other telecommunications operators in connection with any misuse or suspected misuse or suspected fraudulent activity related to or connected with the Hosted Voice Select Services and agrees, without prejudice to the generality of the foregoing, that Ryanventura will be entitled to divulge any information which Ryanventura holds which may be relevant to any investigation, including the name, address and account information relating to the Customer and/or Customer to such third parties.
4.4 The Customer acknowledges that the broadband element (if any) of the Hosted Voice Select Services is provided from infrastructure which is shared by other Customers and Ryanventura owes a duty to these Customers as a whole to preserve its network integrity and avoid network degradation. If, in Ryanventura’s reasonable opinion, Ryanventura believes that the Customer’s use of the Hosted Voice Select Services has or may adversely affect such network integrity or may cause network degradation Ryanventura may change the Customer’s chosen access rate or manage the Hosted Voice Select Services as Ryanventura sees fit in the circumstances.
4.5 The Customer agrees that it shall remain responsible for making payment to the Customer’s fixed line telephony services provider for all rental charges relating to the Customer’s relevant telephone line (together with any repair and maintenance charges) and all call charges from the Customer’s fixed line telephony service provider.
5 SERVICE LEVELS
5.1 The Service Levels set out in Schedule 3 of this Service Schedule will apply to the Hosted Voice Select Services.
5.2 The Service Levels will apply to faults traced to the Hosted Voice Select Service only and not to any equipment or service supplied by the Customer or a third party.
6 PLANNED ENGINEERING WORKS
6.1 The Customer acknowledges that Planned Engineering Works will occur from time to time. Ryanventura will provide the Customer as much notice of the scheduled outage time/Planned Engineering Works as is reasonably possible.
7 TRANSFER FROM THIRD PARTY SUPPLIERS
7.1 Where the transfer of services from third party suppliers is required, then the provision of any and all relevant existing services supplied to the Customer by such third party supplier will be automatically transferred to Ryanventura and charged for in Ryanventura’s invoices in accordance with the Tariff.
7.2 The Customer and not Ryanventura shall be liable for any charges (including without limitation any early termination charges) made by third party suppliers for any transfer services or otherwise.
8 SUSPENSION AND TERMINATION ON THE HOSTED VOICE SELECT SERVICES
8.1 Without prejudice to any other right of Ryanventura to suspend or terminate the Hosted Voice Select Services under this Service Schedule, Ryanventura may at its sole discretion elect to suspend forthwith provision of the Hosted Voice Select Services until further notice without liability to the Customer and/or Customer having given the Customer reasonable notice either orally (confirming such notification in writing) or in writing in the event that:
8.1.1 Ryanventura has reasonable grounds to believe that the Hosted Voice Select Services are being used fraudulently, unlawfully or by an unauthorised third party;
8.1.2 any licence under which the Customer has the right to run its telecommunications system and/or connect to the Hosted Voice Select Services is revoked, amended or otherwise ceases to be valid;
8.1.3 any maintenance or repair is necessary or required to the relevant network or related systems or equipment (for the avoidance of doubt, in the event of emergency maintenance or repair, Ryanventura shall not be required to give any advance notice); and/or
8.1.4 Ryanventura has reasonable grounds to believe that the Hosted Voice Select Services are being used in breach of the terms of this Service Schedule.
8.2 Without prejudice to any other right of termination under this Service Schedule, Ryanventura may terminate (in whole or in part) this Service Schedule forthwith in the event that its right, or the right of the relevant Carrier, to provide any of the Hosted Voice Select Services is withdrawn by any supplier to it or OFCOM.
8.3 Ryanventura may occasionally suspend the Hosted Voice Select Service because of an Emergency but before doing so Ryanventura will endeavour to give Customer as much notice as is reasonably possible in the circumstances.
9 CLIs and NUMBERS
9.1 The Customer is aware that it does not own any number or CLI and does not have any right to sell or to agree to transfer any number or CLI provided to it.
9.2 Where Ryanventura allocates to the Customer any CLI as part of any Hosted Voice Select Services, the Customer shall not acquire any legal, equitable or other rights in relation to such.
9.3 In the event it is required to do so under Legislation or at the direction of OFCOM, Ryanventura may at any time, on giving the Customer notice in writing, withdraw or change any such CLI. Ryanventura shall have no liability to the Customer for any Losses incurred by the Customer or the Customer as a result of such withdrawal or change.
9.4 The Customer will not (nor seek to) sell, encumber, transfer any CLI, codes or static IP address allocated by Ryanventura.
9.5 The Customer may port CLIs to Ryanventura and may (after the expiry of the Service Minimum Period) also port CLIs from Ryanventura to other third party operators with whom Ryanventura has a porting agreement.
9.6 Due to the nature of porting, the Customer acknowledges certain Hosted Voice Select Services may not be available on CLIs ported to Ryanventura or CLIs ported away from Ryanventura from time to time.
9.7 Without prejudice to any other right or remedy available to Ryanventura, if any CLI allocated to the Customer:
9.7.1 remains inactive for six consecutive calendar months; or
9.7.2 calls to such number amount to five minutes or less in any calendar month or an average of five minutes or less in any three consecutive calendar months,
Ryanventura may immediately either:
(a) remove any such CLI from the Customer; or
(b) levy a reasonable charge for the retention of such CLI by the Customer.
9.8 With regards to CLI Presentation Numbers, the Customer agrees as follows:
9.8.1 to obtain the written consent of all Customers to allow Ryanventura and/or any of Ryanventura’s third party suppliers to present out a number that is different to that of the Customer’s underlying CLI;
9.8.2 to obtain the written consent of all Customers to allow Ryanventura to change the CLI Presentation Number as and when required;
9.8.3 the CLI Presentation Number is owned by the Customer and neither Ryanventura nor the Customer need any other permissions to present that CLI Presentation Number; and
9.8.4 where the CLI Presentation Number may be owned elsewhere, Ryanventura or the Customer have the necessary permission to use the number.
10 SERVICE MANAGEMENT
10.1 The Customer shall comply with all instructions which Ryanventura reasonably gives to the Customer to ensure the quality of the Hosted Voice Select Services.
11 SERVICE RESTRICTIONS
11.1 In addition to any express restrictions notified to the Customer by Ryanventura (set out in an acceptable use policy or otherwise), the Customer accepts some limitations in the Hosted Voice Select Services may only become apparent after such Hosted Voice Select Services have been installed and working for some time. In such circumstances and with the agreement of the Customer the Hosted Voice Select Services may be withdrawn and a rebate of any advance Charges paid to the Customer (save that where the Customer requires Ryanventura is to continue providing the Hosted Voice Select Service despite such limitations, then notwithstanding any other provisions of the Agreement, Ryanventura shall have no liability in relation to the performance or non-performance of such Hosted Voice Select Service).
11.2 Ryanventura does not warrant that the Hosted Voice Select Services will be free from faults or free from interruptions Ryanventura shall however use its reasonable endeavours to remedy any fault which significantly impairs performance of the Services as soon as reasonably practicable or in accordance with any Service Levels (if applicable) following Ryanventura being notified of the same by the Customer.
11.3 Ryanventura agrees that it will use its reasonable endeavours to provide and maintain sufficient
capacity for Customers’ requirements having regard to the capacity requirements specified by the Customer any notification provided under paragraph 11.5 below.
11.4 The Customer acknowledges that the Hosted Voice Select Services are not designed to be a carrier interconnect and the platform for the Hosted Voice Select Services will not support diallers of any description.
12 RESPONSIBILITIES OF THE CUSTOMER
12.1 The Customer shall:
12.1.1 comply with all relevant legislation and regulation (including but not limited to the Code of Advertising, Sales Promotion and Direct Marketing and any relevant
OFCOM guidance on ‘mis-selling’ or ‘slamming’) relating to its provision of the
Hosted Voice Select Service, including marketing and advertising of the Hosted Voice Select Service and ensure that it has in place at all times processes to monitor and enforce compliance by its staff and agents with such legislation and regulation and to receive and take prompt and effective action on complaints from Ryanventura or parties who are authorised to enforce such compliance;
12.1.2 take reasonable steps (including testing with the latest commercially available virus detection software) to ensure that any software used with or in conjunction with the Hosted Voice Select Service is not infected by viruses and/or logic bombs, worms, trojan horses and any other type of disruptive, destructive or nuisance programs;
12.1.3 take reasonable steps to monitor the Hosted Voice Select Services for fraudulent traffic patterns;
12.2 The Customer’s attention is specifically drawn to the requirements in Condition 4 of the General
Conditions to maintain up to date caller location information. Without restricting the Customer’s obligations in this paragraph 13, the Customer will:
ensure that it provides an installation address recognised by Royal Mail for each CLI and shall ensure that such addresses are kept up to date and Ryanventura is made aware of any changes to such addresses; respond within one (1) Business Day to any request from Ryanventura to correct a discrepancy in an installation address as reported by the emergency services; and promptly cooperate with any audits conducted by Ryanventura to ensure such compliance.