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Intrado Cloud Contact Services


Intrado Cloud Contact Terms and Conditions

BY SIGNING AND SENDING BACK THE CLOUD SOLUTION QUOTATION FORM, CLICKING THE “I ACCEPT” BUTTON, OR BY USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THE AGREEMENT

1.0 Definitions

“Agreement” means in relation to a particular Service these Terms and Conditions, the relevant Special Terms, the relevant Service Level Agreement and the relevant Cloud Solution Quotation Form;

“Cancellation Charges” the charges calculated as set out in clause 11.9;

“Charges” means any of Our charges (including Cancellation Charges, Usage Charges, Flexing Charges, Set Up Fees and Rental) for the Services (including telephone lines, data circuits, leased lines and other telephone numbers or fees for Purchased Equipment or other Services as set out in the Cloud Solution Quotation Form or as agreed by Us);

“Cloud Solution Quotation Form” Our standard cloud solution quotation form completed by You and accepted by Us before we provide the Service;

“Confidential Information” shall mean information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and marked as Confidential ("Confidential Information"). Confidentiality obligations shall not apply to any information (i) independently developed by a party, (ii) generally available to the public other than by a party's breach of this Agreement, (iii) already known by a party at time of disclosure to that party, or (iv) rightfully received from a third party without restriction on disclosure or an obligation of confidentiality running directly or indirectly to the other party;

“Customer Equipment” the hardware and software which You provide and use to enable the Services and Software to be provided;

“Customer Information” data input, created or used by You in using the Software and Services;

“Direct Debit” the process of collection of invoices using the Bank Automated Clearing Service Direct Debit system from UK Bank accounts, via ACH in the United States, or otherwise by American Express, Visa or MasterCard credit card for other countries;

“Downtime” an outage causing interruption or failure in the provision of the Services;

“Equipment” equipment other than any Purchased Equipment that We provide to You from time to time in connection with the provision of the Services;

“First Tier Representative” the person nominated by You or Us (as the case may be) for the purpose of clause 24;

“Fixed Charges” are the Set Up Fees and monthly rentals set out in the Cloud Solution Quotation Form;

“Flexing Charges” the flexing charges (being double the Rental tariffs payable by You for any Licence Flexing) which happens at any time during the term of the Agreement;

“Group” a group undertaking as defined in Companies Act 2006;

“Intellectual Property Rights” all copyrights, patents, registered and unregistered design rights, trademarks and service marks and applications for any of these, together with all database rights, trade secrets, know-how and other intellectual property rights in all parts of the world and for the full term including all rights of renewal;

“Law” any relevant law, statute or regulation, guideline or code of conduct (whether or not having the force of law) in any jurisdiction to which a Party is from time to time subject;

“Licence Flex(ing)” as described in clause 2.11;

“Minimum Period” is the minimum term stated on the Cloud Solution Quotation Form;

“Network” a network comprising all or any of the following: modems, routers, leased line circuits, MPLS networks, DSL and Private DSL Circuits, ISDN lines, Analogue PSTN lines and other telecommunications hardware and software;

“Party” You or Us, and Parties means You and Us;

“Password” a password, code, PIN number, user ID, account number, smart card or other security device which either We issue to You, or which is issued to You on Our behalf;

“Purchased Equipment” means any equipment You purchase from Us in connection with the provision of the Service;

“Rental” the rental payment for the relevant Service specified in the Cloud Solution Quotation Form or as we agree in writing (and in either case whether referred to as a ‘Rental’ payment or otherwise);

“Second Tier Representative” the individual nominated by You or Us (as the case may be) for the purpose of clause 24;

“Service(s)” the software and other service(s) to be provided by Us under this Agreement as described in the Cloud Solution Quotation Form;

“Service Commencement Date” is the date We advise You that the Service is ‘Ready for Service’ as set out in clause 5.8;

“Service Credits” reductions in certain Charges in respect of any failure by Us to meet specified Service Levels as calculated in the Service Level Agreement;

“Service Levels” the levels of performance to which the Services are to be provided to You by Us as described in the Service Level Agreement;

“Service Level Agreement” Our service level agreement, posted at https://westuc.com/terms-conditions-policies as amended from time to time by Us;

“Set Up Fees” those fees set out on the Cloud Solution Quotation Form (being non-refundable) that are due and payable prior to (or upon) the Service Commencement Date being the fees necessary to initially set up and configure the Services for Your use.

“Site” the site from, to or in respect of, which a Service is provided;

“Software” any software for which the Services are to be provided, including software which terms are set out in the Software Licence;

“Software Licences” the end user licence agreements at https://westuc.com/terms-conditions-policies

“Survey” means any survey or other investigation We deem necessary;

“System” the Software, the Services, and the Network as they operate together in the provision of the Services;

“Technical Environment” the Network together with the Customer Equipment, any Purchased Equipment and any related Equipment and connections;

“Terms and Conditions” these terms and conditions as varied from time to time in accordance with the Agreement;

“Usage Charges” Our charges for the use of the Service which vary dependent on the duration of connection time or the volume of traffic or number of transactions as set out in the Cloud Solution Quotation Form or as otherwise agreed in writing or published on the Web Site in our retail rates section and which shall include Login Charges, Call Recording Charges, Call Storage Charges, Multimedia Handling Charges, SMS Charges, Mobile Screening Charges and other such transactional usage services that You may use from time to time;

“User” means any person designated by You who uses or accesses the Services, under Your responsibility, irrespective of whether such person has a relationship with You.

“We/Us/Our” West Cloud Contact Solutions Limited, registered company number 3637644, whose registered office is at : Unit 1 & 2, Sawmills End, Barnwood, Gloucester, GL4 3DL, UK;

“Website” Our website at (i) www.westuc.com ; or (ii) such other address as we notify to You from time to time, including in each case any website or webpage referred to or accessed via a link from such website;

“You/Your” the person who enters into the Agreement as detailed on the Cloud Solution Quotation Form.

1.2 Headings are for reference only and shall not be taken into account in interpreting these Terms and Conditions.

1.3 Where appropriate words in the singular shall include the plural and vice versa.

1.4 Reference to any statute or statutory provision shall include a reference to that statute or statutory provision as is it amended, extended or re-enacted at any time.

1.5 Where in the Agreement You agree not to do any act or thing You also agree not to allow, and to take all reasonable measures to prevent, any other person doing that act or thing.

2.0 Provision of Services

2.1 To order a Service, You must sign and return the Cloud Solution Quotation Form. However, if at our discretion We accept an order for a Service placed other than on the Cloud Solution Quotation Form or if We install a Service without having received from You, and/or accepted, the Cloud Solution Quotation Form the Service shall be provided in accordance with the terms of the Agreement. You must also accept the terms of use of the Software Licences.

2.2 In relation to a particular

Service, the Agreement shall come into force on the Service Commencement Date and shall, subject to any earlier termination in accordance with the terms of the Agreement, continue in force for the Minimum Period and after that will continue unless either of Us terminates the Service by giving to the other not less than ninety (90) days prior written notice (which cannot expire any earlier than the end of the Minimum Period). Any notice to terminate must be given in accordance with clause 19. The Minimum Period will start from the point where the Services are ’Ready for Service’ (see clause 5.8), unless otherwise agreed in writing.

2.3 If You terminate a Service before the end of the Minimum Period You must pay Us the Cancellation Charges.

2.4 We shall provide the Services to You in exchange for the payment of the Charges by You.

2.5 We will not begin providing the Services until you have satisfied Our order approval criteria. Service activation is subject to credit checking (which we may repeat at any time at Our option), and to cover the Charges You may be required to pay a Call Bond (as defined in clause 11.15) which will be held by Us whilst You are a customer at Our sole discretion. In addition, access to the Services will only be activated once You have (i) confirmed acceptance of the terms on which the Services are to be provided by signing and returning to Us the Cloud Solution Quotation Form; (ii) provided an authorisation to set up a Direct Debit and (iii) paid any Set Up Fees, Charges (which are required to be paid upfront) and any other upfront monthly payments in full.

2.6 If You wish Us to perform any service which is not part of the Services, We may carry out that service at Our sole option, and You will be charged separately for such service, or services, at our then current rates for such services as shall be notified to You.

2.7 We may periodically change Your standard security procedures or password and shall notify You of any such changes.

2.8 For the avoidance of doubt, access to the Services is granted for a maximum number of permitted concurrent or named agents, channels, reviewers, recording ports or blending seats (as appropriate to the service being provided) and as set out in the Cloud Solution Quotation Form. You may temporarily opt to increase without commitment (Licence Flexing) the maximum number of permitted concurrent or named agents, channels, reviewers, recording ports or blending seats (as appropriate) at any time by paying Us the Flexing Charges. The Flexing Changes will be paid by You to Us by Direct Debit to the bank account (which We notify to You) within 10 days of the date of receipt of Our invoice.

2.9 We may increase or implement new Flexing Charges on any anniversary of the Service Commencement Date and/or at any time after that and by giving 30 days’ notice to You or by posting the revised (or new) Flexing Charges on the Website.

2.10 Within 7 days of Our notice to You of increased or new Flexing Charges as set out in clause 2.9, You may send Us a notice of termination within 7 days of Our notice to You, (and such termination will take effect on the date the increased or new Flexing Charges become effective) or such later date as You specify in Your notice and no Cancellation Charges will apply. If You do not send Us a notice to terminate in this period You are deemed to have accepted the increased or new Flexing Charges. We may decrease Flexing Charges at any time without notice and You shall have no right to terminate the Agreement.

3.0 Service Levels

3.1 We will use the reasonable skill and care of a competent application service provider in providing the Service. However, You accept that it is technically impracticable to provide the Service entirely free of faults. You acknowledge that the Service is not guaranteed nor will it be error free, especially where it relies upon public networks over which We have no control.

3.2 Subject to You complying with all of the terms of the Agreement, We will provide the Services to You during the term of this Agreement in accordance with the Service Levels and in accordance with the Law. In the event of a failure by Us to meet the obligations of the Agreement, your sole and exclusive remedy, and Our sole obligation, is the issue of Service Credits. In order to qualify for Service Credits, You must be up to date on all of Your payment obligations, to Us, and not be in breach of the Agreement. Service Credits will be issued as credits against future invoices for Services. Total cumulative Service Credits during any given month shall not exceed Your monthly Charges for those Services affected.

3.3 We may modify any aspect of the Service Level Agreement upon 30 days’ prior notice or by posting the revised Service Levels on the Website. Should You wish to terminate the Agreement as a result of any change, You may do so by sending Us a notice of termination within 7 days of either Our notice to You or of the Change being posted on the Website (and termination will take effect from the date of the Change) and no Cancellation Charges will apply. If you do not send us this notice of termination, the modified Service Level Agreement will apply from the effective date for as long as You continue to retain Services from Us.

3.4 For the avoidance of doubt, Service Credits will not be available to You to the extent that Our failure to meet any Service Levels results from:

3.4.1 suspension or termination of the Agreement pursuant to clauses 18 and 20; or

3.4.2 from any event outside Our control as described in clause 22; or

3.4.3 from Your act, default or omission.

3.5 We shall use all reasonable endeavours to make the Services and Software available as specified in the Service Level Agreement. However, the Services or any particular Service Levels may be suspended or modified for so long as is reasonably necessary (subject to prior written notice to You):

(i) to enable either of us to comply with an order or request from a governmental, or other competent regulatory body or administrative authority; or

(ii) to enable Us to carry out work which is necessary (in Our reasonable opinion) to maintain or improve the Services; or

(iii) to carry out standard maintenance;

provided that We will use reasonable endeavours to schedule such Downtime during hours of low usage of the Services in order to reduce the impact on the Services.

3.6 We may in Our sole discretion make changes or upgrades to the Software or Services or their accessibility to the Technical Environment, provided that such changes or upgrades do not cause any material reduction in functionality. We will endeavour to give at least seven days written notice of any such changes. We will use reasonable endeavours to reduce the Downtime which may be caused by such change or upgrade and such Downtime will not count towards Service Credits. If as a result of such changes, Your ability to use the Services is materially and adversely affected, You should immediately notify us in writing. If We agree this is the case, and We are unable to mitigate the adverse effect within 90 working days, You may terminate the Agreement on thirty days written notice to Us.

3.7 In the event of Downtime (as set out in clauses 3.5 or 3.6), You can obtain current status reports in respect of such Downtime via the support portal on the Website.

4.0 Emergency Calls

4.1 You understand and agree that VOIP (voice over IP) networks are not guaranteed to provide emergency services calling and depend upon the availability of power and network connectivity. Any 999 or 112 or other emergency service access that We provide for You in any part of the world is provided on a reasonable efforts basis and You will take steps to ensure You have other mechanisms to access emergency response services. We will collect emergency service address information from you for each calling line identity (‘CLI’) that You are provided with. However, You understand and agree that You are responsible for (i) keeping information current; (ii) providing this information to Us; and (iii) for updating location data if You have roaming users.

4.2 Where We provide You with telephone lines and numbers, each number will be associated with a designated Site address that you will provide to us. The CLI of the caller is provided to the emergency services to enable deduction of the location of the caller when a 999 or 112 or other emergency services call is made. If You move the telephone number to another Site the CLI presented to the emergency services when dialling 999 or 112 (or another emergency services number) will be that of the original designated Site and so the emergency services bureau will not know the caller’s correct location from the CLI and, for example in the event of a silent call, may send emergency service personnel to the wrong location. If You move devices or telephone numbers associated to them, You must provide updated address information to Us for the CLIs that have been moved or You must provide to the affected users a CLI for the Site from which the call is made. You acknowledge that Our Services are provided using both PSTN and VOIP services. Where VOIP services are used, which can occur even where the original call is dialled from a PSTN line, or where users can manually dial phone calls from IP handsets, softphones, IP PBX systems and other Computer devices, Jt is Your responsibility to keep Us updated as to the location and address from which each Service is used, especially where this address is registered address of the CLI in question. We will not be responsible for any loss, damage or injury caused as a result of a CLI being associated to an incorrect address. In addition, You acknowledge it is Your responsibility to train Your staff in the use of equipment to reduce errors in attempting to contact emergency services numbers from any telephone line provided by Us especially in the case of roaming users whose number may be attached to a portable device such as a smart phone or laptop computer which they take with them to multiple locations. Your attention is drawn to the provisions of clause 9.6, if We migrate telephone numbers from Your existing supplier to the Network.

5.0 Installing the Service

5.1 All Services are supplied subject to:

5.1.1 satisfactory Survey;

5.1.2 site access permissions being obtained (as described in clause 7); and

5.1.3 Your satisfactory credit status (as set out in clause 11.15).

We may (without any liability) on giving notice to You, terminate a Service if in Our reasonable opinion any of these conditions are not satisfied.

5.2 We or our agents may, but shall not be obliged to, conduct a Survey of any Site and subject to the result of that Survey may further amend any proposed Service Commencement Date based on the results of that Survey. Charges are subject to Survey. If a Survey indicates that We will incur unusual additional costs in providing the Service, We shall be entitled on notification to You to increase the Charges by the amount of such costs. If the results of the Survey substantially affect the Charges payable by You, We shall provide You with as much notice as is reasonably practicable and You shall have the right to terminate the Agreement by giving Us written notice within 7 days of receipt of Our proposed change (unless the change relates to any additional third party costs We will incur in providing the service, where You must give Us notice within 48 hours of receipt). Cancellation Charges shall not be payable by You upon termination by You under this clause 5.2.

5.3 Where We provide a fixed cost activation / installation service, these will be set out (or referred to) in the Cloud Solution Quotation Form and their contents are detailed on the Web Site at  https://westuc.com/terms-conditions-policies. Where You require additional services We will charge for these at our then current day rates.

5.4 If We are delayed or are forced to expend additional effort due to Our error, then We will not charge You for this, but if You delay Our delivery or cancel any appointments or refuse Us access or change agreed live dates with less than 7 calendar days’ notice, then We will charge for those missed appointments or for such additional effort We expend and for any other expenses (such as delayed porting or additional third party network provider charges, travel costs and other reasonable costs) as a result of those delays and You agree to accept such charges. This is also true if We are forced to incur additional time at the Site due to any delays caused by You, such as the environment not being ready, pre-requisites not being met, changes to the schedule that are made by You, or Your key resources being unavailable.

5.5 We will use Our reasonable endeavours to install and connect the Purchased Equipment and activating the Service, so that the Service is available by the proposed Service Commencement Date agreed between us. Any lead times contained in the Cloud Solution Quotation Form are general estimates only and are not binding on Us. You agree that any delays to activation are not reason for cancellation of this Agreement.

5.6 You are responsible for providing appropriate power, space, cabling, and environment as well as any Customer Equipment to operate the Services and if You use Our Software then You agree to ensure that Your computers meet Our then current requirements for hardware and software. In addition, You agree that You will ensure, prior to the deployment, that You meet all the pre-requisites for networking, connectivity, security and access that We request in our service activation documentation provided during the deployment (or as otherwise agreed between us). Failure to do this may result in You delaying Our delivery and being charged for Our additional time expended.

5.7 The Service Commencement Date shall not be changed except:

a) by agreement in writing between us; or

b) by a delay which is caused by Your wilful act, neglect or failure to fulfil Your obligations under the Agreement; or

c) by a delay which is due to any other cause beyond Our reasonable control (as set out in clause 22); or

d) in accordance with clause 5.2.

5.8 We will advise You when the Service is ’Ready for Service’. This is the date when You could use the Service or any part of it for commercial gain. We will then charge for the Service and its transactional usage, whether or not You are using the Service in part or in full.

5.9 You must provide (at Your cost) appropriate space, power, ducting and environment to install and maintain the Customer Equipment and/or Purchased Equipment at the Site. You must ensure that any necessary preparations are made before the Customer Equipment and/or Purchased Equipment is connected and in accordance with any of Our instructions.

5.10 If You do not take delivery or allow the installation of the Equipment and/or Purchased Equipment or any other works on any agreed date We may arrange for storage of the Equipment and/or Purchased Equipment at Your risk and Your cost. In such circumstances, We may also charge You a call out fee together with any other reasonable costs We incur as a result for rescheduling a delivery or related Survey or installation.

6.0 Licence and Scope of Use

6.1 We grant to You a non-exclusive, non-transferable licence to use the Services and the Software on the terms of the Agreement for Your normal business purposes.

6.2 Nothing in the Agreement transfers any proprietary rights in the Software or the Services to You.

6.3 You shall

6.3.1 not reproduce, disseminate or otherwise disclose the content of any Software except as expressly set out in the Agreement;

6.3.2 not electronically transmit any part of the Software except as necessary for Your licensed use of the Software;

6.3.3 not use run-time versions of any third party products which may be embedded in the Software, for any use other than the use of the Software;

6.3.4 not modify, disassemble, decompile, or reverse engineer any Software except to the extent required by Law and must first give 30 days’ notice to Us;

6.3.5 not permit the use by any third party of the Software outside the terms of the Agreement;

6.3.6 not use the Software in any way not expressly provided for by the Agreement.

7.0 Access to Site & Equipment

7.1 In order to perform Our obligations under the Agreement, You give Your consent to Us (including to Our employees and authorised representatives):

7.1.1 entering those parts of the Site or Your other premises or land as necessary to the extent that they are used (or to be used) for the purposes of the provision of the Service;

7.1.2 performing works in connection with the installation, maintenance, adjustment, repair, moving, replacement, renewal or removal of the Purchased Equipment at or on the Site, premises or land from time to time; and

7.1.3 bringing upon, installing and keeping installed at the Site, premises or land the Purchased Equipment and such other equipment as is reasonably necessary for the provision of the Service or the works referred to in clause 7.1.2

provided that We will give You reasonable notice of these actions (except in an emergency when no notice shall be required).

7.2 You shall at Your own expense provide any further consents needed from a third party as may be required to enable Us to do all things described in clause 7.1 or to enable Us to deliver the Service. We shall have no liability to You in the event that You cannot obtain these.

7.3 Each of us shall at all times comply and procure that our employees and authorised representatives comply with all reasonable instructions of the other of us or of any third party referred to in clause 7.2.

7.4 Any person in apparent authority who grants entry to the Site or other premises or land shall be deemed to have Your authority to grant such entry.

7.5 You warrant that You will not use the Site or other premises or land so as to make any of the rights granted to Us in clause 7.1 substantially more difficult or costly to exercise.

7.6 You must provide a safe and suitable working environment for Our employees, agents or contractors at the Site including the provision of desk space, power and unrestricted internet access where required.

7.7 The provisions of this clause shall apply for the duration of the Agreement and for other periods after that as We may require to exercise Our rights to disconnect any Purchased Equipment and remove it from the Site or other premises.

7.8 Unless otherwise agreed in writing, You must provide a secure electricity supply at the Site for the installation, operation and maintenance of the Customer Equipment and/or Purchased Equipment at such points and with such connections as We specify. Back-up power with sufficient capacity to conform to the standby requirements of the relevant British standards is needed if the Service is required to continue uninterrupted in the event of a failure in the principal power supply. We shall not be liable for faults arising in the Service, Customer Equipment and/or Purchased Equipment caused by failures in power supply.

7.9 We shall use our reasonable endeavours to comply with Your requests in respect of the location of the Purchased Equipment but Our reasonable decision on this matter shall be final and binding.

7.10 The Equipment shall remain Our (or Our nominees’) property. You agree to make ownership of the Equipment at the Sites clear to all third parties. We may modify, substitute, renew or add to the Equipment from time to time at Our sole discretion provided that such modifications, substitutions, renewals or additions shall not materially and adversely affect the Service. Risk in and liability for Purchased Equipment located at the Sites and Purchased Equipment shall pass to You on delivery of each item thereof. You must insure the Equipment and Purchased Equipment in respect of all relevant risks. Property and ownership of Purchased Equipment shall not pass to You until You have paid Us the relevant purchase price in full.

7.11 You are responsible for ensuring at all times the safe keeping and proper use of the Purchased Equipment at the Site. Except where such loss or damage is solely due to Our negligent act or omission, or that of Our employees, subcontractors or agents, You must indemnify Us for any loss or damage to the Equipment (including but not limited to lightning or electrical damage). In particular (but without limiting the generality of this clause) You agree:

7.11.1 not to (and to ensure that no other person shall) sell, let, transfer, dispose of, mortgage, charge, modify, repair, service, tamper with, remove or interfere with the Equipment; or

7.11.2 not to allow any distress, seizure or execution to be levied against any of the Equipment or otherwise do anything which may effect Our rights in the Equipment;

7.11.3 to keep the Equipment at the Site and stationary at all times;

7.11.4 to keep and use the Equipment and/or Purchased Equipment in accordance with any written instructions which We notify to You at any time or, in the absence of such instructions, to the same standard as a reasonable owner of such Equipment would if it were their property;

7.11.5 not to add to, modify, or in any way interfere with the Equipment and/or Purchased Equipment, including without limitation the connection of any equipment or device designed to divert electronic communications services to a third party electronic communications provider;

7.11.6 in the case of an emergency, to take whatever steps as are reasonably necessary to safeguard the Purchased Equipment and to notify Us as soon as possible of the circumstances of such emergency;

7.11.7 not to cause the Purchased Equipment to be repaired, serviced or otherwise attended to except by Our authorised representative;

7.11.8 not to do anything nor to allow any circumstance, matter or thing from arising or occurring, which is likely to damage the Equipment or detract from or impair its performance or operation;

7.11.10 to permit Us or Our agent to inspect, test and maintain the Purchased Equipment at all reasonable times and on reasonable notice.

7.12 You must immediately notify Us of any loss or damage to the Purchased Equipment. We shall have no liability whatsoever for any loss or damage incurred as a direct or indirect result of Your breach of clause 8.12.

7.13 You may provide Customer Equipment to connect to the Services, subject to it supporting the appropriate industry standards to connect to the Network and the Services. Where You do this then You accept that there may some features and services that You will not be able to use, and You accept total responsibility for the provisioning, management, security, operation and support of such equipment. Where We provide support to You to help You make this equipment operate with the Network, you agree to pay Our reasonable time and material costs to achieve such connections. Where the equipment You choose to provide is the same make and model as equipment on Our standard supply list then You can optionally pay a provisioning setup and monthly fee (determined by Us and agreed by You) for each device and We will then manage and support Your devices as if We had provided them. For the avoidance of doubt, We are not responsible for the repair or replacement of any hardware that You provide.

7.14 We shall have no liability whatsoever where any inability to use the Services is due to incompatibility between Customer Equipment and the Purchased Equipment, Services and Network and/or any third party’s communications network or for any breakdown or failure in Customer Equipment. Where You provide Customer Equipment and ask us to make changes to our Network or the Service to ensure compatibility, then You agree that We may charge You for Our efforts to achieve this at Our then current daily rate.

7.15 Purchased Equipment provided by Us will be supported for the manufacturer’s warranty period on a ‘return to base’ basis only. Equipment that fails outside the warranty period can be repaired or replaced by Us provided that You agree to pay for all and any costs for its repair or replacement.

8.0 Your Obligations

8.1 You may use the Services only by:

8.1.1 accessing the Services in accordance with the Service Levels; and

8.1.2 entering, editing, transferring or deleting and moving its input comprising Customer Information, documents, data, files and other content within the Services.

8.2 You understand and agree that it is Your sole responsibility to determine that the Software and Services meet the needs of Your business and to satisfy Yourself that the Software is ready for operational use in Your business before it is so used.

8.3 You are responsible for maintaining back up and reconstruction of Your own software and the Customer Information.

8.4 This clause is blank.

8.5 You undertake not to re-sell for money or money’s worth the Service or Equipment or any part thereof to any person without Our prior written consent.

8.6 You undertake to use the Purchased Equipment and Service in accordance with any conditions and/or instructions as We may notify to you in writing from time to time and in accordance with the Law.

8.7 You must not use, or allow anyone to use, the Service:

8.7.1 to send or receive a communication which is offensive, abusive, indecent, obscene or menacing or in breach of any obligations set out by the regulator for the territory in which you are based or to which you are communicating;

8.7.2 to cause annoyance, inconvenience or needless anxiety to anyone;

8.7.3 to violate or infringe the rights of any person;

8.7.4 in breach of the Agreement; or

8.7.5 in breach of the Law (which shall specifically include conduct contrary to the Computer Misuse Act 1990 or the Telecommunications Act 1984, or the Data Protection Act1998, or the OFCOM or ICSTIS codes of practice or the lawful requirements of any existing or future regulatory body) or any equivalent, comparable or similar rules, regulations or laws in any applicable jurisdiction.

ANY BREACH OF THIS CLAUSE MAY RESULT IN THE TERMINATION OF ALL SERVICES AND MAY RESULT IN REGULATORY PROSECUTION OR FINES.

8.8 You must not change the configuration of the Purchased Equipment or use the Service in excess of any capacity or other restrictions imposed by the Agreement or otherwise agreed in writing unless You wish to Licence Flex. If You breach this clause We may without effecting Our other rights, increase the Charges as We reasonably think fit and You shall pay such increased Charges. We may also without notice take steps to protect our network and the interests of Our other customers including inhibiting or restricting capacity available to You.

8.9 We will allocate You accounts to access the Service, each of which will come with a Password. You must keep Your Password safe and confidential and notify Us immediately if any third party becomes aware of them. You must not copy or attempt to copy any smart card or other security device. We reserve the right to change the Password without notice and, if We have reason to believe You are in breach of this clause to invalidate such Password and/or to terminate the Agreement.

8.10 We may (but shall not be obliged to) agree to any request by You to alter a Password. You may be required to pay a charge for such alteration where We have to do this for You but not if You do it Yourself through the Website.

8.11 You are responsible for the use of the Service (whether authorised or not and whether by You or any other person), including all Charges incurred and any breaches of the Agreement.

8.12 You shall:

8.12.1 comply in every respect with all instructions which We provide to You concerning the Services;

8.12.2 obtain all necessary permissions to use and pay for the Services selected, to receive, download, upload, display, distribute or execute other programs or perform other works;

8.13 You shall use only Customer Equipment which is in good working order and in compliance with any specification applicable to the Customer Equipment. You shall give to Us 90 days’ written notice of any changes You propose to make to the Customer Equipment. If any such Customer Equipment is not compatible with the Services or Software, We shall notify You in writing, whereupon You shall promptly rectify the situation to Our reasonable satisfaction.

8.14 You shall acquire and maintain all licences and permissions necessary in respect of any third party software You may use in connection with the Services. You warrant and confirm that any Customer Equipment, Customer Information or other materials provided by You to Us, or utilised by Us in the provision of Services, will not infringe any Intellectual Property Rights of any third party.

8.15 If, for the purpose of providing the Services, it is necessary or desirable for Us to access or use any Customer Equipment, Customer Information or facilities or services, You will make these available to Us for access free of charge.

8.16 You acknowledge and agree that You are entirely responsible for Your Customer Information and Your input to the Software and the Services, and for any use that You or any third party may make of the such Customer Information and input for any purposes, and that We have no responsibility for such input or use. Without effecting the general nature of this clause, You undertake to comply fully with all Laws, regulations, licences or binding codes or standards of practice relevant to personal data (including without limitation the Data Protection Act 1998). For clarity, We will be deemed the “Data Processor” under the Agreement, and You will be deemed the “Data Controller”, such terms defined as follows: (i) “Processing”, in relation to information or data, means obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data, including (a) organisation, adaptation or alteration of the information or data, (b) retrieval, consultation or use of the information or data, (c) disclosure of the information or data by transmission, dissemination or otherwise making available, or (d) alignment, combination, blocking, erasure or destruction of the information or data; (ii) Data Processor”, in relation to information or data, means the party who performs Processing of the data on Your behalf; and (iii) “Data Controller”, in relation to information or data, means You who (either alone or jointly or in common with other parties) determines the purposes for which and the manner in which any information or data are, or are to be, Processed.

8.17 By inputting Customer Information to the System, You hereby permit Us to reproduce, modify, adapt and publish the content for the purpose of providing the Services to You.

8.18 If You are in breach of any of your obligations in the Agreement, then, without effecting any other terms of the Agreement. We shall not be liable for any failure to meet the Service Levels which arises as a direct or indirect result of such breach;

8.19 If We suffer any loss, damage or expense as a result of:

8.19.1 any unauthorised access to, or use or misuse of the Services by any of Your employees, agents or sub-contractors;

8.19.2 any unauthorised access to, or use or misuse of the Services by any third party if such access, use or misuse was permitted or facilitated by such employee, agent or sub-contractor;

You will fully indemnify Us in respect of such loss, damage or expense.

8.20 When You are using Our call recording platform You should ensure that You are not taking any card payments directly where the payment card data will be deliberately or inadvertently recorded on Our call recording platforms.  Accordingly, You agree that You shall not, under any circumstances, record any payment card data to or through Our call recording platforms. Should calls be stored on Our call recording platforms containing payment card data in breach of this clause, then We are not responsible for and shall have no obligations with respect to privacy regulations or PCI compliance for such payment card data. Provided that this clause shall not apply to payment card data processed through Our ‘Advanced PCI’ service.

9.0 Telephone Numbers and Porting

9.1 Any telephone numbers We allocate to You for Your use do not belong to You, albeit that You will be assigned as the Customer for these numbers and We will be assigned as the “Carrier of Record”. You accept that You do not acquire any rights whatsoever in such telephone numbers. You must not attempt to apply for registration of the same as a trademark, service mark, or domain name whether on its own or in conjunction with some other words or trading style.

9.2 You are not entitled to sell or agree to transfer to a third party any telephone number allocated to You.

9.3 We are entitled, for commercial, operational or technical reasons or in order to comply with the requirements of any competent authority, to withdraw or change any telephone number or code or group of telephone numbers or codes allocated or provisionally allocated to You. We shall not be liable for any costs, inconvenience or other losses (including without limitation marketing and stationery costs) You incur as a result of any such change or withdrawal. We will use Our reasonable endeavours to give You reasonable notice of such change or withdrawal.

9.4 Where a regulator (in any territory) makes, or market conditions require Us to change pricing related to a number or range of numbers, then We will advise You of this as soon as possible, but it shall not be deemed a valid reason for Cancellation of the Service nor will it avoid the need for You to pay Early Termination Charges should You choose to Terminate as a result of such changes.

9.5 If You are allocated a number which falls within a range of numbers classified from time to time by OFCOM (or any other competent authority) as being for the provision of a particular type of service, then You must ensure that any service provided by You on that number conform at all times with the type allocated to that number range.

9.6 Where you ask Us to migrate telephone numbers from Your existing supplier to the Network, We will do this for you upon receipt of relevant porting forms, correctly completed with billing information, post codes, account numbers and other such information as maybe required to complete the porting process. You will provide us full assistance in completing the porting process as quickly as possible.

9.7 You understand and agree that We do not control the entire porting process and that delays may occur, or in certain cases, where the information You provide is wrong, or if You delay the porting date after it is confirmed, that You may be charged for our time and the costs of resubmission of the porting requests and related number management.

9.8 Any time frames related to porting that we refer to are based upon industry standards only and are not a guarantee of any specific timeframe. We will not be responsible for any delays caused by the delay to number porting whether in Our domain or not. Numbers that We provide to You from Our network may or may not be portable in the future and We make no guarantee of this as We do not have porting agreements with all suppliers globally. It is agreed that delays in porting shall not be cause for Cancellation or non-payment of Charges for early termination or otherwise.

9.9 To avoid call fraud, Your accounts are automatically activated with a range of call barring in place to protect You from unauthorised calling if Your account were to be compromised by fraudsters. We recognise that some customers have a legitimate reason to call destinations which are by default barred for Your protection and if You sign an additional waiver document We will remove the call bar from Your account so that Your calling is entirely unrestricted. You are then responsible for all call charges whether legitimately incurred or not and whether We reduce your loss or not.

10.0 Data Connectivity

10.1 In order to use the Services You will need to connect to Us over either public (internet) or private internet provider connectivity (e.g. leased line, MPLS, private DSL or other technologies). In all cases, it is essential that You carefully ensure all Our pre-requisite requirements for internet connectivity, firewall configuration and local network configuration are met in full to avoid problems, poor quality voice experiences and other issues. If upon investigation We find that You have not followed our pre-requisites (or if You have erroneously confirmed that You have), then We are entitled to charge for Our time in respect of any additional effort that We have incurred in troubleshooting or supporting You to resolve such issues.

10.2 Delays to Your ability to use the Service due to the provisioning lead times associated with private connectivity circuits or public internet circuits will not be reason to delay the Service Commencement Date for the service and our Ready for Service date shall stand regardless.

10.3 You acknowledge that You are entirely dependent upon the availability of public or private connectivity to access and use the Service and with this in mind, You acknowledge Our strong recommendation to ensure that You have a resilient connection to the Network to avoid any interruption to Your usage of the Service. You may choose to use a second public internet connection to provide back up to a primary public or private connection, or You may provide multiple private circuits to deliver to different sites in both your Network and Ours. You are responsible for correctly configuring Your network to ensure that automatic failover occurs in the event of a failure of the primary connection and recovery once service is re-established to the affected connection, and You are solely responsible for deciding which level of resilient connectivity is appropriate to your business.

10.4 Where You contract with Us to provide any data connectivity to your Sites, then You will provide Us with all and any assistance to enable the delivery of the circuits, (which assistance shall be time critical) in Your securing access and where appropriate any third party consents to enable the delivery of the Service. You understand and agree that where We incur additional effort in the provisioning of circuits owing to delays caused by You, your landlords or other authorities, then We may charge for such extra efforts at Our then current rates.

11.0 Charges

11.1 You must pay to Us the Charges for the Services at the rates set out in the Cloud Solution Quotation Form. We will bill You in whichever currency We mutually agree. You are responsible for any exchange rate variances between Our base currency and the currency that You opt to be billed in. You must notify Us of any disputed Charges within thirty (30) days from the date of the invoice, otherwise You will be deemed to agree to such Charges and We will not be subject to making adjustments to Charges or invoices.

11.2 In addition to the Charges, You shall pay all applicable fees, duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Your invoice. In the event You are required by law to make any deductions or to withhold from Your payment to Us, You shall pay Us such additional amounts so that net amount We receive from You is equal to the full amount for the Charges which We would have received from You had such withholding not been made. You shall pay the applicable tax authorities any such required deduction or withholding.

11.3 All Charges due to Us must be paid in full by Your bank immediately on presentation of each automated Direct Debit payment request by Us.

11.4 Payment for the Fixed Charges, shall be made monthly in advance by You using Direct Debit (if You are on a Freedom rolling plan) or otherwise for the Minimum Period in advance by bank transfer. Usage charges are billed in arrears and collected by Direct Debit on the first day of each calendar month for the previous month’s usage.

Usage charges are split between Call Charges and other Usage fees, which may be billed on a per minute basis or on a transactional basis (such as SMS Text messages which are billed per message).

Call Charges, including login charges, are charged per minute calculated on a per second basis, subject to a minimum call charge of thirty seconds per call (unless otherwise agreed in writing by Us).

Call recording charges and PCI charges are billed per minute or part thereof.

Call recording storage charges are billed per minute per month or part thereof that calls are stored.

Some call types or transaction types may also include a setup cost per call or a minimum Charge irrespective of destination and duration.

11.5 The telecom market for call termination pricing is dynamic and the costs of calls to different destinations change on a daily basis at a wholesale level. The Cloud Solution Quotation Form contains a complete list of the rates which are fixed for the Minimum Period. Other destinations and service usage charges are billed according to our variable retail rates table which is available online at https://westuc.com/terms-conditions-policies. These variable rates are subject to regular modification due to changes in market conditions, wholesale prices and other circumstances beyond Our control such as regulatory events. In the unlikely event that we are forced by market conditions or a regulator to change a usage charge that has been Fixed on Your Cloud Solution Quotation Form during the Minimum Period, We will notify You of the relevant rate change for the destination in question.

11.6 Costs which are additional to the Charges and which are also Your responsibility include:

11.6.1 personal computers, ip phones, printers, networking equipment or other equipment which may be necessary to access and use the Services and Software licenses related to this equipment;

11.6.2 communication charges, access fees, levies, tariffs or other related costs between You and Us (unless provided by Us);

11.6.3 installation and testing of any communications lines, links or interfaces or any equipment or service (unless provided by Us as part of the Purchased Equipment) used in connection with the Services.

11.7 All Charges are non-refundable.

11.8 Where You commit to a Minimum Period for the provision of Services in order in order to obtain the maximum benefit of reduced fixed monthly service Charges, those Charges for the Minimum Period are due for payment in full annually in advance before the Service can be activated, and such charges are non-refundable once the relevant Service has been made Ready for Service or paid for whichever is the sooner. Where You make a commitment for a term period in return for reduced pricing, You agree that You are committing to the Services for that full period, and will pay for the entirety of the committed term in full as regards all Charges (of whatever nature).

11.9 We may also require you to pay Cancellation Charges as regards the Usage Charges that You will not be paying as a result of Your early termination. These will be calculated on a prorated basis of 60% of the average usage of Your usage of the Services over the last 6 months prior to Your request to terminate the Agreement early. You agree that these charges are reasonable and You will pay them by Direct Debit or bank transfer within 7 days of invoice issued by Us. You understand and agree that We have achieved discounts with Our suppliers in return for Your commitment and therefore that is reasonable to charge the full contract term fees in the event of cancellation by You.

11.10 If, before entering into the Agreement or at any time during its term, You have indicated any anticipated usage/take up levels of the Service, and such usage/take up levels are not met, We may, without effecting any other rights under the Agreement, apply revised Charges as notified to You in writing or apply minimum charges to your account at the usage levels which you have indicated.

11.11 Where You have committed to an agreed fixed term for the provision of Services, unless We agree otherwise:

11.11.1 at the end of this fixed term, We shall renew the Agreement automatically for the same period (i.e. equal to the Minimum Period) and subject to the same Charges, unless You have notified Us at least 60 days in advance of the end of the fixed term, in writing, in which case We will then migrate You to a Freedom 30 day rolling tariff at then current Freedom rates posted on the Website.

11.11.2 You request an upgrade or additional services or users, then it is agreed that the initial agreed Minimum Period fixed term shall be automatically extended to match that of the upgrade or additional services or users in question so that they all run conterminously.

11.12 All services where We take over provision of service from another service provider and bill these to You, are for a minimum period of 12 months or the Minimum Period (whichever is the longer). If You terminate the Agreement before this period has expired, You agree that regardless of the reason for termination, the remaining rental costs associated to this service shall be payable immediately in full by You.

11.13 Time is of the essence for payment for all sums due under the Agreement.

11.14 Payments that are not made on time, or where Direct Debit Collection requests by Us are refused for any reason, may be subjected to interest at 8% above the bank of England Base Rate, and in all cases, even if interest is not levied, a late payment administration fee of 2.5% of Your total outstanding invoice balance (subject to a minimum of £20 or equivalent in your billing currency) will be automatically applied to the next invoice generated by Us to You. If You fail to set up a Direct Debit, or the Direct Debit lapses or is cancelled (where a Direct Debit is available to You in Your geographic location), We will apply a non-automated payment administration fee of 1.5% of Your total invoice value (subject to a minimum of £20 or equivalent in your billing currency) to each month’s invoice for so long as a Direct Debit is not in place. In the event Charges due are not timely paid in full for any reason, We have the right to suspend all or any portion of the Services until such time as all charges and applicable interest amounts and/or late fees have been paid. Such suspension shall not relieve You of any payment liability. You agree to reimburse Us for any costs, expenses, or fees expended by Us in connection with any collection efforts against You, including reasonable internal and outside attorneys' fees.

11.15 To prevent fraud and keep call charges low, We automatically perform credit checks on all new customers. These credit checks are carried out using industry leading credit agencies and reflect real-time credit insurance available on a particular customer’s account. Where Your expected usage exceeds that of the credit limit recommended by our third party credit information providers, We may require You to lodge with us a “Call Bond” to mitigate risk against call charges that You could reasonably be expected to incur (taking in to account Your number of users and the expected call destinations). If a Call Bond is required, You will be notified prior to activation of the Service (including the value and currency of the Call Bond required) and the amount of the Call Bond must be sent by bank transfer by You to Our bank account before You will be provided access to the Network and calling access enabled. No interest is payable on funds deposited for Call Bonds. Existing customer accounts are also periodically reviewed for credit insurance purposes and should Your usage exceed Your then current rating, a Call Bond may be required by Us and You agree to pay this to ensure uninterrupted access to the Service. Call Bonds are repaid to terminating customers once all outstanding charges have been met, and any Equipment is returned to Us in full working order and good repair.

11.16 If We deem necessary from Our regular credit checks, We may

11.16.1 migrate Your account to more frequent billing cycles;

11.16.2 impose credit limits on You;

11.16.3 suspend the Services (without notice) when such limits are reached until payment in full has been made; or

11.16.4 terminate the Agreement in whole or part immediately on giving You written notice.

11.17 We provide ongoing consulting and operational business user support to You through Our team of ‘Success Managers’ throughout the duration of the Agreement. The costs for the Success Manager’s time are included in the Set Up Fees and monthly Rental fees paid by You. Unless otherwise agreed in writing, You are entitled to one onsite business day per month for Success Management services where You have more than 20 concurrent agents billing in excess of £5,000 or equivalent in your local currency per month. Below these rates Success Management services are provided remotely. Where additional Success Management time is requested by You, We shall be entitled to recharge this time at Our then daily rate for Success Management services referred to on the Website. We shall recharge any travel and accommodation costs incurred in the delivery of Success Management services to You. These will be invoiced through the monthly usage invoices at Our then standard rates for travel and subsistence.

12.0 Security and Information

12.1 We will effect and maintain reasonable security measures, in order to safeguard Customer Information from unauthorised access and use, and to minimise the risk of a security breach and, (if appropriate) these will be specified in the Service Level Agreement.

12.2 Encryption techniques (where appropriate) may be used for protecting Customer Information on input and transmission over the Network, as specified in the Service Level Agreement.

12.3 If You learn about or are informed of any components, processes or methods of operating any software comprised in any Service it shall treat such knowledge or information as Our trade secret, and it will not use it to the benefit of any party other than Us or convey it in any way to any third party or allow any third party to acquire it.

12.4 You are entirely responsible for security of access to Your computer systems, Your networks and Your infrastructure and You agree to indemnify Us in respect of any costs incurred by Us or costs We face as a result of Your failure to implement industry standard security measures or follow Our instructions (whether or not detailed in Our documentation on the Website or pre-requisite documents). You will ensure You deploy firewalls, take backups and use antivirus and anti-malware / anti-spam software on all of Your systems and You agree to indemnify Us in respect of any damages or costs incurred by Us which are caused by Your failing to take such basic preventative measures.

12.5 We will maintain all applicable PCI DSS requirements for Our ‘Advanced PCI’ service. We do not warrant or guarantee to any third party that Our ‘Advanced PCI’ card holder environment is invulnerable to attack or compromise.

13.0 Warranties and Liabilities

13.1 We warrant that We are the sole and exclusive owner of the Intellectual Property Rights in the Software and reserve all Our rights in relation to such Software.

13.2 We shall use all reasonable endeavours to maintain the Software free of bugs and viruses but We strongly recommend that You should have Your own effective and updated anti-virus programs.

13.3 We do not and cannot control the network on which the technology operates or the flow of data to or from its network. This flow depends largely on the performance of services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections. Although We will use all commercially reasonable efforts to avoid such events and take all actions We deem appropriate to remedy such events, We cannot guarantee that such events will not occur. We cannot, and do not warrant, that the Services will be uninterrupted, error-free or entirely secure, and disclaim any and all liabilities resulting from or related to such events.

13.4 You understand and agree that We do not provide any back-up software or processing facilities covering the Equipment, Your data on Customer Equipment, Your operating systems or Your application software unless they are specified in the Service Level Agreement and You agree that We will not be responsible or liable if, for any reason concerning any of these, the Services cannot be provided.

13.5 We do not give any other warranties, guarantees or representations concerning the operational performance of the Services. You are entirely responsible for deciding to select the Services for Your own business purposes and We accept no liability for any use to which You put the Services.

13.6 Each Party warrants to the other that it has obtained, where required by Law, all registrations, permits, licences and approvals as necessary in any relevant country for it to perform its obligations under the Agreement, or alternatively, that it is exempt from obtaining them. Upon request each Party will provide the other with copies of all such registrations, permits, licences and approvals. Each Party further warrants and undertakes to the other that in performing its obligations under this Agreement it will comply with all applicable national and local Law.

13.7 We shall indemnify You against any damages (including costs) that may be awarded by a court of competent jurisdiction to any third party in respect of any claim or action that the use of the Services in accordance with the terms of the Agreement infringes the Intellectual Property Rights of such third party (“Intellectual Property Infringement”) provided that You shall:

13.7.1 notify Us in writing of any Intellectual Property Infringement immediately upon becoming aware of it;

13.7.2 give Us the sole conduct of the defence to any claim or action in respect of any Intellectual Property Infringement and not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon Our express written instructions;

13.7.3 act in accordance with Our reasonable instructions and give to Us such assistance as We shall reasonably require in respect to the conduct of the defence for which We shall reimburse Your reasonable costs.

13.8 The indemnity in clause 13.7 shall not apply to any Intellectual Property Infringement where the Intellectual Property Infringement was occasioned by Your use of the Services in conjunction with other apparatus or software which has not been supplied by Us nor where the Intellectual Property Infringement results from the use of Your own design or specification. In such a case, You shall indemnify Us against all claims, proceedings, costs, claims, demands and expenses arising from the Intellectual Property Infringement.

13.9 The indemnity in clause 13.7 states Our entire liability in respect to any Intellectual Property Infringement and We shall have no other liability whatsoever.

13.10 In the event of an Intellectual Property Infringement claim against You, We will be entitled at Our own expense and option to:

13.10.1 procure the right for You to continue using the Service; or

13.10.2 make such alterations, modifications or adjustments to the Service that it becomes non-infringing without incurring a material diminution in performance or function; or

13.10.3 replace the Service with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.

13.11 If We in Our reasonable judgement are not able to exercise any of the options set out in Clause 13.10 then We will be entitled to terminate this Agreement by giving You 30 days written notice.

13.12 You shall indemnify Us and keep Us fully and effectively indemnified on demand from and against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which We may sustain or incur, or which may be brought or established against it by any person and which in any case arise out of or in relation to or by reason of:

13.12.1 any breach by You of Your obligations under the Agreement;

13.12.2 any unauthorised act or omission by You or Your subcontractors or employees;

13.12.3 the manner in which You, Your subcontractors or employees market or operate the Services;

13.12.4 work carried out by Us, Our employees or subcontractors in accordance with directions or specifications You give to Us;

13.12.5 the independent supply by You, Your subcontractors or employees of any products or services for use in conjunction with or in relation to the Services; or

13.12.6 the content of Customer Information.

13.13

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OR OUR SUPPLIERS OR THEIR AFFILIATES, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER OR LOSS OF GOODWILL, DATA OR PROFITS, OR COST OF COVER (including where You are fined by a regulator or government agency for Your use of the Services in a way that contravenes regulations in the territory in which they are used) ARISING OUT OF, OR RESULTING FROM THE SERVICES, THIS AGREEMENT OR ANY ORDER FORM REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, YOU AGREE THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY YOU OR ANY USER IN REASONABLE RELIANCE, UP TO THE AMOUNT OF THE PRICE ACTUALLY PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD, OR OTHER LEGAL THEORY).

14.0 Limitations on Use

14.1 We reserve the right to deny You access to the Services on reasonable grounds, including but not limited to any breach by You of any term of the Agreement. We shall notify You of any such refusal promptly by telephone or e-mail and then confirm it in writing.

14.2 If at any time Your access to, or use of, the Services is not in compliance with any applicable Law or regulation, You will be in breach of the Agreement, and We shall be entitled at Our sole discretion to terminate the Agreement on notice in writing and to discontinue the Services immediately. You understand and agree that We are entitled to report any breach or non-compliance with any Law to any relevant regulatory body or agency, and that We will not incur any liability to You as a result of the breach, the non-compliance, or Our reporting of it.

14.3 In the event of an Intellectual Property Infringement claim against You, We will be entitled at Our own expense and option to:

14.3.1 procure the right for You to continue using the Service; or

14.3.2 make such alterations, modifications or adjustments to the Service that it becomes non-infringing without incurring a material diminution in performance or function; or

14.3.3 replace the Service with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.

14.4 If We in Our reasonable judgement are not able to exercise any of the options set out in clause 14.3 then We will be entitled to terminate this Agreement by giving You 30 days written notice.

15.0 Privacy Statement

15.1 Privacy and Data Use

West and Customer shall comply with any applicable data protection legislation existing in all jurisdictions in which this Agreement is performed (together, the “Data Protection Laws”).  The provision of the Services may involve the collection, processing, storage or recording of certain “Personal Data” or “Personal Information” (as defined by the applicable Data Protection Laws) of Participants. West hereby undertakes that it will: (i) Use and process any such Personal Data, which may include but is not limited to first and last names, telephone numbers, access and connection data, account numbers and any other data connected to the Services, for the purpose of providing and administering the Services and as outlined in the West’s privacy statement; (ii) Process the Personal Data in accordance with Customer's instructions for the duration of the Agreement in order to provision the Services; (iii) Implement and maintain commercially reasonable technical and organizational measures, insofar as it is possible, for the fulfilment of Customer’s obligations to respond to requests by Data Subjects (defined below); (iv) Take reasonable steps to destroy or permanently de-identify Personal Data when it no longer is necessary to retain it; (v) Ensure that its personnel authorized to process the Personal Data have committed themselves to confidentiality or are under appropriate statutory obligations of confidentiality; (vi) Impose similar obligations under this Privacy and Data Use section on any of its third party suppliers that process Personal Data by way of a written agreement; (vii) Notify the Customer of a “Personal Data Breach” as defined under the Data Protection Laws without undue delay after becoming aware of it; (viii) Implement appropriate security measures to ensure an adequate level of protection of the Personal Data; and (ix) Make available all information necessary to demonstrate compliance with the Data Protection Laws and allow for audits.

According to the Data Protection Laws, West acts as a “Data Processor” in relation to the Personal Data of Customer it processes on Customer's behalf and Customer remains the “Data Controller” with respect to such Personal Data. The “Data Subjects” are the users of the Services.   Personal Data is collected, processed and/or stored by West, its Affiliates and their third party suppliers in the United States of America, the United Kingdom, the European Union and the rest of the world.

Customer represents and warrants it has a valid lawful basis in order for West to process the Data Subject’s Personal Data in connection with the Services in accordance with applicable Data Protection Laws. West processes Personal Data in accordance with its privacy statement located at https://www.westuc.com/en-sg/west-uc-privacy-statement-emea acting as a Data Processor under Customer’s control.

15.2

The parties agree that Confidential Information may be disclosed to employees, affiliates, suppliers or advisors on a need-to-know basis and who agree to be bound by confidentiality terms and conditions at least as stringent as those herein. Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law, rule or regulation provided that the receiving party gives as much notice as is reasonably practical and provides reasonable assistance to the disclosing party in challenging the disclosure so required by law, rule or regulation. Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or destroy those copies of Information residing on Recipient's backup, disaster recovery or business continuity systems and the obligations hereunder with respect to such Information shall survive until such Information is destroyed.

15.3 We may refer to You as Our customer when We supply third parties with information (in marketing literature, publicity materials etc.) about Our products or services.

16.0 Links

We may provide links to other World Wide Web sites or resources but We are not responsible or liable, directly or indirectly for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. We are not responsible or liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

17.0 Intellectual Property Rights

17.1 If in the course of or as a result of any Service We provide to You, We or any of Our employees or agents create any documentation, drawings or information, all legal and beneficial rights therein shall be owned by Us. Where We provide such documentation or material to You to enable You to use the Service, We grant You a non-exclusive non-transferable licence to use the documentation or material for this purpose only and You shall treat the documentation and/or material as Confidential Information.

17.2 Intellectual property rights in all Software (in whatever form) We provide to You for the purpose of using the Service or Equipment shall remain Our property or that of Our licensor. We grant You a non-exclusive non transferable licence to use the software for the purpose of using the Service or Equipment and for no other purpose. You agree to comply with the licensing terms imposed or required by Our licensor (if applicable) in respect of Your use of the software.

17.3 You shall on termination of the Agreement for any reason, immediately return all copies of the Software to Us and expunge any copies of the Software from any computer, word processor or other data storage device in Your control.

17.4 The Service may comprise software, services, technical information, training materials or other technical data which are subject to the United States of America Export Control Regulations or the laws or regulations of another country. You may not download or otherwise export or re-export, either directly or indirectly, the software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.

18.0 Suspending the Services

18.1 We may suspend the Service or any part of it:

18.1.1 in an emergency to provide or safeguard a service to a hospital or other emergency organisation or any other essential services;

18.1.2 temporarily to vary the technical specification of the Service or for repair, maintenance or improvement or to protect life, limb or property;

18.1.3 or take any other action necessary in Our reasonable opinion to comply with instructions issued by the Government, a regulatory authority, an emergency service or other competent authority;

18.1.4 if You fail to make any payment to Us when it falls due;

18.1.5 if We suspect on reasonable grounds that You may have committed or may be committing any fraud against Us; or

18.1.6 in any circumstance in which We are entitled to terminate the Agreement.

18.2 Except in an emergency or pursuant to clause 18.1.5 when no such notice is required, We shall give You as much notice as is reasonably practicable if the Service is to be suspended pursuant to clause 18.1 but You shall have no claim against Us for any suspension of the Service pursuant to clause 18.1. Any exercise by Us of our right to suspend the Service or any part of it shall not exclude or prejudice Our right subsequently to terminate the Agreement.

18.3 We may alter Your Direct Debit instruction to cover the Charges (for example the Flexing Charges and Your variable Usage charges each month) relevant to the Service. On proper termination of the Agreement You will be responsible for the cancellation of any Direct Debit instructions (or other authorisations for periodic payment to Us). Except on proper termination of the Agreement You must inform Us immediately if You cancel any Direct Debit instructions. Cancellation of any Direct Debit instruction (or in the event of there being insufficient funds for Us to collect Our Charges) shall entitle Us to suspend and/or terminate the Agreement without notice and entitle us to charge You late payment and non-automated payments administration fees pursuant to the provisions of clause 11.14 of the Agreement.

18.4 We may at our discretion immediately suspend the Service and/or terminate the Agreement if You are in breach of clauses 8.5, 8.6, 8.7 or 8.8. You must indemnify Us against all liabilities, claims, damages, losses and proceedings arising out of or in any way connected with any use of the Service in contravention of any part of the Agreement or the Law.

18.5 If any sum payable under the Agreement (including, without limitation, the Flexing Charges) is not paid within 7 days after its due date for payment then (without effecting Our other rights and remedies) We may suspend the provision of part or all of the Services until the time when payment of all sums due have been made.

18.6 If the Software requires immediate correction to enable it to run effectively, or for immediate compliance with a governmental or regulatory requirement, We may suspend the Software without advance warning for so long as reasonably necessary to carry out the correction or to ensure compliance.

18.7 In addition to any other remedies available at law or in equity and without prejudice to Our rights under the Agreement, We shall have the right to suspend the Services immediately if deemed reasonably necessary by Us in order to protect Our proper interests or those of Our other customers. If practicable and depending on the nature of the reason for such suspension, We may, in Our absolute discretion, give You an opportunity to remedy the situation and if You remedy the situation, We will promptly restore the Services.

18.8 If the Service or any part of it is suspended because of Your default You will remain liable for and must continue to pay Charges during such suspension and shall reimburse Our costs and expenses reasonably incurred by the implementation of such suspension together with all outstanding amounts due under the Agreement. Where We agree (at Our discretion) to recommence the Service You must pay Our reasonable charges in relation to such recommencement and at Our discretion You shall pay a reasonable deposit against future payments.

19.0 Notices

Unless otherwise stated in the Agreement:

19.1 Notices You send to Us shall be delivered by hand or sent by registered post to the Company Secretary, West Cloud Contact Solutions Limited,

Unit 1 & 2, Sawmills End, Barnwood, Gloucester, GL4 3DL, UK

 or such other address as notified to You in writing.

19.2 Notices We send to You may be sent:

19.2.1 by hand or by post to Your billing address specified on the Cloud Solution Quotation Form or to Your registered office; or

19.2.3 by electronic mail to Your electronic mail address specified on the Cloud Solution Quotation Form or as otherwise notified to Us in writing; or

19.2.4 by SMS to your mobile phone number specified on the Cloud Solution Quotation Form or as otherwise notified to Us in writing.

19.3 Notice given by hand shall be deemed given the same day. Notice given by post shall be deemed to have been given 3 days after the date of posting. Any communication by electronic mail shall be deemed to have been made on the day on which the notice is first stored in the other Party’s electronic mailbox. Any communication by SMS shall be deemed to have been made on the day on which the notice is first stored in the other Party’s message inbox.

19.4 When sending Us a written notice to terminate the Agreement or cancel any Service You must ensure that You keep a copy of the notice and proof of delivery.

20.0 Term and Termination

20.1 You are entitled at any time to cancel part or some of the Service by giving Us 90 days written notice provided that:

20.1.1 Where You cancel part or some of the Service within the Minimum Period, You must pay Us the Cancellation Charges (as set out in clause 11.9) relating to the part of the Service cancelled. We will invoice you on or following such cancellation and such invoice shall be payable in accordance with clause 11.9; or

20.1.2 Where You wish to cancel part or some of the Service(s) following the expiry of the Minimum Period, You must give Us 90 days written notice, except where otherwise specified in the Special Terms, of Your intention to cancel and must pay all Charges payable under the Agreement in respect of the cancelled Service(s) no later than the expiry of this 90 day notice period.

20.2 We may immediately terminate the Agreement or, at Our option, suspend the Services at any time on written notice in the event that You breach any of the terms of the Agreement and We will give no refund of Charges.

20.3 This Agreement may be terminated by You on written notice if We commit any material breach of any term of the Agreement and (in the case of a breach capable of being remedied) shall have failed, within 60 working days after the receipt of a request in writing from You so to do, to remedy the breach (such request to contain a warning of Your intention to terminate).

20.4 Either Party immediately on giving written notice to the other if the other party has a receiver or administrator or administrative receiver appointed over it or over any part of its undertaking or assets or passes a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the other party enters into any voluntary arrangement with its creditors or becomes subject to an administration order or becomes insolvent according to the laws of the country in which the party is established.

21.0 Assignment and Sub-contracting

21.1 You shall not assign, novate, delegate or otherwise deal with all or any of Your rights or obligations under the Agreement without Our prior written consent, such consent not to be unreasonably withheld.

21.2 We may assign or novate all or any of Our rights or obligations under the Agreement to any member of Our Group. At Our request You shall enter into a novation agreement with Us and any such member of Our Group to whom Our rights and obligations are to be novated.

21.3 We may sub-contract Our obligations under the Agreement. Any such sub-contracting shall not release Us from Our obligations under the Agreement.

22.0 Matters Outside Reasonable Control

Neither Party shall be liable for any breach of its obligations under the Agreement (other than in relation to payment of sums due) where it is hindered, or delayed or prevented from carrying out its obligations by any cause outside its reasonable control, including: any act of God, inclement weather, failure or shortage of power supplies, natural disaster, flood, drought, lightning or fire, subsidence or earthquake, epidemic or pandemic strike, lock-out, trade dispute or labour disturbance, the act or omission of local or central government, highways authorities or other competent authorities, legal or regulatory restrictions, terrorism, war, military operations or riot, or difficulty, delay or failure in manufacture, production or supply by third parties of any service, Equipment or Purchased Equipment or any part of it (to the extent only that such difficulty, delay or failure resulted from causes outside that third party’s reasonable control). Where such cause continues for more than 3 calendar months either Party may without additional liability terminate the Agreement by giving written notice to the other Party.

23.0 General

23.1 The Agreement together with any documents referred to in the Agreement sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (oral or written) in respect of the subject matter of the Agreement. No waiver or amendment of any provision of the Agreement shall be effective unless made in writing and signed by an authorised representative of both parties. Terms and conditions as set forth in the Cloud Solution Quotation Form which differ from, conflict with, or are not included in the Agreement, will not become part of the Agreement unless specifically accepted by Us in writing. We shall not be bound by any oral or written representation (except fraudulent misrepresentation) made by Our representatives unless specifically incorporated into the Agreement in writing.

23.2 Notwithstanding clause 23.1 We reserve the right to amend or vary the Agreement (other than in relation to Charges which are governed elsewhere in the Agreement) by giving You 30 days written notice. Within 14 days of such notification You may give Us not less than 14 days written notice to terminate the Agreement unless the amendment or variation is imposed by Law in which case You shall have no right to terminate. If You do not terminate in such period You are deemed to have accepted the amendment or variation. Cancellation Charges shall not be payable upon termination pursuant to this clause 23.2.

23.3 You acknowledge that You have entered into the Agreement in reliance only on the representations, warranties promises and terms contained in the Agreement and, save as expressly set out in the Agreement, We shall have no liability in respect of any other representation, warranty or promise made prior to the date of the Agreement unless it was made fraudulently.

23.4 This clause is blank.

23.5 To the extent that any provision of the Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of the Agreement, it shall not affect the enforceability of the remainder of the Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

23.6 Unless expressly provided in the Agreement, no term of the Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

23.7 The Agreement shall be governed by and construed in accordance with English law. Each of the Parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of England.

24.0 Dispute Resolution Procedure

24.1 If a dispute arises out of or in connection with the Agreement or the performance, validity or enforceability of it (‘Dispute’) then the Parties shall follow the procedure set out in this clause:

24.1.1either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (‘Dispute Notice’), together with relevant supporting documents. On service of the Dispute Notice, Our First Tier Representative and Your First Tier Representative shall attempt in good faith to resolve the Dispute;

24.1.2 if Our First Tier Representative and Your First Tier Representative are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to Our Second Tier Representative and Your Second Tier Representative who shall attempt in good faith to resolve it; and

24.1.3 if Our Second Tier Representative and Your Second Tier Representative are for any reason unable to resolve the Dispute within 15 days of it being referred to them, the Parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (‘ADR notice’) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 15 days after the date of the ADR notice.

24.2 No party may commence any court proceedings in relation to the whole or part of the Dispute until 30 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.

24.3 If the Dispute is not resolved within 20 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 20 days, or the mediation terminates before the expiration of the said period of 20 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 24.

25.0     Force Majeure

25.1 We will not be responsible for delays and/or defaults in Our performance due to causes beyond Our reasonable control, including, but without limiting the generality of the foregoing; acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire or explosion, flood, force of nature, embargoes, accidents, acts of God, or stability or availability of the Internet, the elements; telecommunication system failure; technology attacks, epidemic; quarantine; viruses; strike; lockouts; disputes with workmen or their labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or request of any governmental authority; or any other cause beyond Our control, whether or not similar to the foregoing.

You have signed the Cloud Solution Quotation Form to indicate acceptance of the terms of the Agreement.


Intrado Cloud Contact End User Access Software

END USER ACCESS LICENCE AGREEMENT FOR  WEST CLOUD SOFTWARE

PLEASE READ THIS CAREFULLY BEFORE YOU COMMENCE ACCESS TO THE SOFTWARE OR USE ANY RELATED SERVICES:

You have entered into a contract with either West Cloud (as the Hosting Company) or a third party hosting company (the “Hosting Company”) for access to and use of software licensed to the Hosting Company by West Cloud West Cloud Contact Solutions Limited (“West Cloud”). The copyright and all other right in this software and its associated media, printed materials and electronic documentation, if any (“Software”) belong to West Cloud. The Software is licensed, not sold. All rights reserved.

YOUR RIGHT TO USE THE SOFTWARE IS SUBJECT TO THE TERMS SET OUT IN THIS END USER ACCESS LICENCE AGREEMENT (“EUALA”). ACCESSING AND USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THIS EUALA, DO NOT ACCESS OR USE THE SOFTWARE. INSTEAD, PROMPTLY CONTACT YOUR HOSTING COMPANY FOR INSTRUCTIONS. ANY ACCESS TO OR USE OF THE SOFTWARE CONSTITUTES YOUR AGREEMENT TO THIS EUALA.

NOTE: ALL SUPPORT IN RELATION TO THE HOSTED SOFTWARE SHALL BE PROVIDED BY YOUR HOSTING COMPANY.

1 Software Licence

1.1 In consideration of your agreement to the terms set out below, West Cloud grants to you a licence to use the Software upon and in conjunction with equipment that meets or exceeds the minimum requirements specified in the support section of the Software (accessed by clicking “help” within the Software) for the purpose of call recording or outbound dialling (as appropriate) only (“Licence”).

1.2 You may access and use the Software only for the number of users specified in the Licence Manager section of the Software. An additional licence fee is payable to your Hosting Company for additional users requiring access to the Software.

1.3 Except to the extent and in the circumstances mandatorily permitted by law, you must not copy, alter, modify, adapt or translate the whole or any part of the Software (including without limitation the printed materials and electronic documentation) in any way nor permit the whole or any part of the Software to be combined with or become incorporated in any other computer programs nor decompile, disassemble or reverse engineer the same nor attempt to do any such things.

1.4 You must keep control over access to and use of the Software and must effect and maintain adequate security measures to safeguard the Software from access or use by any unauthorised person.

1.5 All copyright and other intellectual property rights in the Software shall remain the property of West Cloud. You must notify West Cloud and the Hosting Company immediately if you become aware of any unauthorised access to or use of the whole or part of the Software by any person.

1.6 You may access and use the Software for your own internal business purposes only. You shall not permit any third party to access or use the Software except insofar as such use or access is authorised by West Cloud.

2 Updates and Software Support

2.1 This EUALA applies to any updates, supplements or add-on components to the Software that may be made available to you by your Hosting Company unless you accept updated terms or another agreement applies.

2.2 Product support for the Software is provided by your Hosting Company. For product support please refer to your Hosting Company’s support information provided in their documentation. Should you have any questions concerning this EUALA, or should you wish to contact West Cloud for any other reason, please refer to the address specified in the support section of the Software (accessed by clicking “help” within the Software).

3 NO WARRANTIES

3.1 NO WARRANTIES ARE GIVEN IN THIS EUALA IN RELATION TO THE SOFTWARE. ANY WARRANTIES GIVEN BY YOUR HOSTING COMPANY IN RELATION TO THE SOFTWARE ARE CONTAINED IN YOUR HOSTING COMPANY’S TERMS FOR ACCESS TO AND USE OF THE SOFTWARE.

3.2 THE EXPRESS TERMS OF THIS EUALA ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, UNDERTAKINGS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON-LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE ALL OF WHICH ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

4 Termination

4.1 The Licence will continue until terminated. Without prejudice to any other rights, West Cloud or your Hosting Company may terminate this EUALA if you fail to comply with the terms and conditions of this EUALA. In such event, you must cease to exercise the Licence and destroy any copies of any printed materials relating to the Software in your possession or under your control.

4.2 The Licence will terminate without further action or notice by West Cloud if you go bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed or suffer or file any similar action in consequence of debt or suffer anything analogous to the above under the law of any jurisdiction.

5 EXCLUSION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT WEST CLOUD DOES NOT GIVE ANY WARRANTIES REGARDING THE SOFTWARE AND THAT, EXCEPT AS PROHIBITED BY LAW, WEST CLOUD WILL IN NO EVENT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND (WHETHER DIRECT OR INDIRECT) ARISING FROM YOUR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE OR FROM ERRORS OR DEFICIENCIES IN THEM WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE HOWSOEVER. WEST CLOUD SHALL NOT, WITHOUT LIMITATION, BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANY INDIRECT OR CONSEQUENTIAL LOSS.

6 General

6.1 You may not assign or otherwise transfer the Licence (in whole or in part). You may not grant sub-licences of the Software.

6.2 No waiver by the Hosting Company or West Cloud of any breach of this EUALA by you shall be considered as a waiver of any subsequent breach of the same or any other provision. Any waiver must be in writing to be effective.

6.3 If any provision of this EUALA is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this EUALA and the remainder of the provision in question shall not be affected.

6.4 No addition to or modification of any provision of this EUALA shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties.

6.5 This EUALA is governed by the laws of England and the English courts shall have non-exclusive jurisdiction to resolve any disputes arising as a result of or in connection with it.


Intrado Cloud Contact Contact Centre Deployment Service Agreement

Service Description: Cloud Contact Centre Deployment

What’s included

West Cloud Contact Solutions, Ltd charge a one time set-up cost per concurrent agent that Customers subscribe to for our Cloud contact centre platform.

This fixed cost set-up cost includes the following services:

Pre-Onsite Services:

Creation of the Tenant instance

Creation of the Contact Centre Blueprint document which will form the basis of the system to be delivered.

Submission of Porting forms where appropriate. (Multiple port rejections due to data error in submissions may result in charges by carriers for repeat submissions).

System Build Services:

Creation of Phone numbers on the Cloud contact centre platform

Creation of the Agent, Supervisor and Admin Profiles

Creation of the Campaigns and initial calling list upload (via Web UI or FTP profiles)

Commissioning of the system and testing ready for service using a test call flow/campaign which can also be used for testing. The Test call flow may either be a West Cloud Contact Solutions. Ltd provided test call flow, or a model call flow based upon the customer’s requirements in the blueprint which can be used as the basis for the creation of the rest of the customer call flows. Unless expressly agreed in writing, Model call flows will not include integration to 3rd party systems other than pre-integrated CRM Systems.

Setup of a URL screen pop of a Pre-integrated CRM Screen pop (e.g. Salesforce or MS Dynamics) for inbound and outbound calls based upon CLI of the caller or the Unique Record ID of an outbound dialled customer.

Unless otherwise agreed the customer is responsible for recording their prompts and providing them to West Cloud Contact Solutions, Ltd. Alternatively West Cloud Contact Solutions, Ltd can provide voice prompts professionally recorded in a studio by voice artists in many languages at additional costs. (Customer is responsible for any translations where appropriate).

Testing:

Completion of the West Cloud Contact Solutions, Ltd Standard UAT Test plan to establish readiness for service.

Training and Go Live Support Services:

One set of training to the customer’s agents, team leaders and administrators to teach them how to use the system. This can either be to the users themselves or as a “train the trainer” course.

- Agent training time 30 minutes
- Supervisor training time 3 hours
- System Administrator Training 3.5 hours

On site go live support for the go live day and a period thereafter (dependent upon the number of agents that have been purchased).

Provide hand-over to support and access to support portal and obtain customer sign off.

Intensive Care Support:

After ‘go live’ the Success Manager will have a daily conference call with the customer and their team to cover of any in life questions and address productivity optimisation suggestions. This daily call will last for 7 days or until the customer does not require it, if less.

There will then be a weekly call for 4 weeks, giving way to a fortnightly call for another 4 weeks after which the normally monthly Success Management program will operate.

Where Customers request additional services, training or resources from West Cloud Contact Solutions, Ltd., these may be provided at West Cloud Contact Solutions’s sole discretion and may be charged for at our published day rates for professional services. Where delivered on site, Travel and Living costs (T&L) will be charged at our published day rates for the location.


Intrado Cloud Contact Standard Terms of Sale

1.0 Interpretation

1.1 In these Conditions the following words have the following meanings:
West Cloud Contact Services, Ltd. means West Cloud Contact Services, Ltd. Software Limited (registered number 3637644, VAT number GB705337060 registered office Solutions House, Meridian East, Leicester LE19 1TP.
Conditions means the standard terms and conditions set out in this document

“Contract”
means the contract between West Cloud Contact Services, Ltd. and the Customer for the sale and purchase of the Goods and/or the Services as the case shall be.

“Documentation”
means the manuals and any other items of documentation for use in connection with the Equipment and/or the Software.

“Customer”
means the person(s) or company whose order for the Goods or Services is accepted by West Cloud Contact Services, Ltd.

“Equipment”
means the items of equipment which West Cloud Contact Services, Ltd. is to supply in accordance with these Conditions.

“Goods”
means any item(s) of Equipment and/or Software supplied by West Cloud Contact Services, Ltd. in accordance with these Conditions.

“Place of Use”
means that part of the Customer’s premises to which the Equipment is to be delivered or to be delivered and installed as the case may be.

“Purchase Price”
means the price stated in any price list, or written quotation or tender submitted by West Cloud Contact Services, Ltd. or on West Cloud Contact Services, Ltd.’s acknowledgement of order and shall be exclusive of any applicable value added tax or other sales tax which the Customer shall be additionally liable to pay to West Cloud Contact Services, Ltd. as appropriate.

“Services”
means the installation of the Goods, consultancy, development, training and technical support services.

“Software”
means any software supplied by West Cloud Contact Services, Ltd. in accordance with these Conditions

“Take Over”
means either the date upon which West Cloud Contact Services, Ltd. notifies the Customer that the Equipment is in working order or the date upon which the Customer commences use of the Equipment whichever is the earlier.

1.2 Any reference in these Conditions to the neuter includes the masculine and feminine and any reference to the singular includes the plural and vice versa if the context so requires.

1.3 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.

1.4 The headings to Conditions in this Contract are for convenience only and shall not affect their construction.

2.0 Basis of the Sale

2.1 Subject to any variation under Condition 2.7 these Conditions form part of the Contract to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document).

2.2 Each order for the Goods or Services by the Customer from West Cloud Contact Services, Ltd. shall be deemed to be an offer by the Customer to purchase subject to these Conditions.

2.3 No terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order, specification or similar document will form part of this Contract simply as a result of a reference to such document in this Contract.

2.4 Any advice or recommendation given by West Cloud Contact Services, Ltd. or its employees or agents to the Customer or the Customer’s employees or agents as to the storage, application, use or suitability of the Goods for the needs of the Customer which is not confirmed in writing by West Cloud Contact Services, Ltd. is followed or acted upon entirely at the Customer’s own risk and accordingly West Cloud Contact Services, Ltd. shall not (unless the advice was fraudulent) be liable for any such advice or recommendation which is not so confirmed.

2.5 Save as otherwise agreed in writing the Customer shall be responsible for ensuring that the Goods are suitable for the needs of the Customer.

2.6 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer order acknowledgement invoice or other document or information issued by West Cloud Contact Services, Ltd. shall be subject to correction without any liability on the part of West Cloud Contact Services, Ltd..

2.7 Any variation to these Conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by a director of West Cloud Contact Services, Ltd..

3.0 Orders and Specifications

3.1 No order submitted by the Customer shall be deemed to be accepted by West Cloud Contact Services, Ltd. unless and until a written acknowledgement of order is issued by West Cloud Contact Services, Ltd. or (if earlier) West Cloud Contact Services, Ltd. delivers the Goods or Services to the Customer.

3.2 The Customer must ensure that the terms of its order (including any applicable specification) are complete and accurate and is responsible for giving West Cloud Contact Services, Ltd. any necessary information relating to the Goods or Services within a sufficient time to enable West Cloud Contact Services, Ltd. to perform the Contract in accordance with its terms.

3.3 The quantity quality and description of and any specification for the Goods shall be those set out in West Cloud Contact Services, Ltd.’s written quotation or tender (if accepted by the Customer) or in West Cloud Contact Services, Ltd.’s order acknowledgement.

3.4 West Cloud Contact Services, Ltd. reserves the right to make any changes in the specification of the Goods which do not materially affect the performance of the Goods.

3.5 Save as provided in Condition 4.4 below no order which has been accepted by West Cloud Contact Services, Ltd. may be cancelled by the Customer except with the agreement in writing of West Cloud Contact Services, Ltd. and on terms that the Customer shall indemnify West Cloud Contact Services, Ltd. in full against all loss (including loss of profit) costs (including the cost of all labor and materials used) damages charges and expenses (in each case whether direct or indirect) suffered or incurred by West Cloud Contact Services, Ltd. as a result of such cancellation.

3.6 The Customer is responsible for ensuring that its operating environment conforms to the minimum requirements set out by West Cloud Contact Services, Ltd. at the time of sale in order that West Cloud Contact Services, Ltd. may carry out the Services or install the Goods purchased by the Customer. West Cloud Contact Services, Ltd. shall have no responsibility for extra expenses the Customer may incur by reason of having to install sub-base environment equipment, and the Customer shall accept all such charges that may ensue as a result.

3.7 All drawings, descriptive matter, specifications and advertising issued by West Cloud Contact Services, Ltd. and any descriptions or illustrations contained in West Cloud Contact Services, Ltd.’s (or any manufacturer’s) catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them. They will not form part of this Contract.

4.0 Price

4.1 The price payable by the Customer shall be the Purchase Price.

4.2 Until an order has become binding on West Cloud Contact Services, Ltd., that is when any written quotation or tender has been accepted by the Customer or the order acknowledgement has been signed by and on behalf of West Cloud Contact Services, Ltd. the Purchase Price shall be subject to change without prior notice.

4.3 In the case of a written quotation or tender the Purchase Price set out shall remain fixed for a period of one month upon the expiry of which the Purchase Price may be subject to change.

4.4 Where an order has become binding on West Cloud Contact Services, Ltd. as provided in Condition 4.2 above if the Goods shall include items supplied to the Customer at a price listed in West Cloud Contact Services, Ltd.’s standard price list West Cloud Contact Services, Ltd. may vary the Purchase Price to include any change in the standard price list provided that the Customer shall have been notified in writing before delivery of the Goods. Where such change results in any increase in the Purchase Price the Customer shall have the right (at no cost) to cancel the Contract by giving notice in writing to West Cloud Contact Services, Ltd. at any time before delivery of the Goods.

4.5 West Cloud Contact Services, Ltd. reserves the right by giving written notice to the Customer at any time before delivery of the Goods to increase the Purchase Price to reflect any increase in the cost to West Cloud Contact Services, Ltd. which is due to any factor beyond the control of West Cloud Contact Services, Ltd. (such as without limitation any foreign exchange fluctuation currency regulations alteration of duties significant increase in the costs of labor materials or other costs of manufacture any change in delivery dates quantities or specifications for the Goods which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give West Cloud Contact Services, Ltd. adequate information or instructions).

4.6 The Purchase Price is given on the basis that delivery will be madeEx Works – (West Cloud Contact Services, Ltd.’s premises) (Incoterms 2000) and where delivery is to be made other than at West Cloud Contact Services, Ltd.’s premises the Customer shall pay West Cloud Contact Services, Ltd.’s charges for export duties, transport, packaging, loading, unloading and insurance in addition when it is due to pay for the Goods.

4.7 Where Services such as training are ordered, the Customer acknowledges that West Cloud Contact Services, Ltd. may incur additional costs should those services subsequently be re-scheduled and that the Customer shall be liable for such additional charges.

4.8 Where a Customer has been offered and agreed special discounts in return for early settlement on committed payment dates or delivery milestones, and such terms are not met, the Customer shall be invoiced and shall pay 20% of the value of the early settlement discount on the total order value for each week or part thereof that payment for any given such milestone is not met, up to the full value of the discount provided.

5.0 Terms of Payment

5.1 West Cloud Contact Services, Ltd. shall be entitled to invoice the Customer for the Purchase Price before, on or after delivery or deemed delivery of the Goods or performance of the Services.

5.2 Unless the Customer has completed a West Cloud Contact Services, Ltd. credit account application form and received written confirmation from West Cloud Contact Services, Ltd. of approval of this application, the Customer shall pay the Purchase Price of the Goods in advance of the date of delivery of the Goods . In the event that the Customer has a credit account, the Customer shall pay the purchase price of the Goods within 30 days of the date of West Cloud Contact Services, Ltd.’s invoice.

5.3 Payment for any Services (including training) shall be due in full in advance of the provision of such Services, whether or not the Customer has a credit account.

5.4 Payment shall be made in pounds sterling by bank transfer to the account of West Cloud Contact Services, Ltd. Management Ltd at the Bank of Scotland, Leicester; sort code 12-08-81 account number 06029544 or such other bank as West Cloud Contact Services, Ltd. may nominate.

5.5 Time for payment shall be of the essence.

5.6 No payment shall be deemed to have been received until West Cloud Contact Services, Ltd. has received cleared funds

5.7 If the Customer fails to make any payment on the due date then without prejudice to any right or remedy available to West Cloud Contact Services, Ltd., West Cloud Contact Services, Ltd. shall be entitled to:-

5.7.1 Charge the Customer interest (both before and after judgment) on the amount unpaid at the annual rate of 8% above the official dealing rate of the Bank of England from time to time until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest).

5.7.2 Suspend, delay or withhold delivery under the Contract or cancel any other contract between West Cloud Contact Services, Ltd. and the Customer and retain any progress payments or payments on account already received under the Contract or under any other contract between West Cloud Contact Services, Ltd. and the Customer.

5.8 West Cloud Contact Services, Ltd. may appropriate any payment made by the Customer to West Cloud Contact Services, Ltd. to such of the Goods and/or Services as West Cloud Contact Services, Ltd. thinks fit despite any purported appropriation by the Customer.

5.9 The Customer shall not be entitled to make any deductions from any sums due to West Cloud Contact Services, Ltd. whether by way of set-off, counterclaim or otherwise and whether under the Contract or any other contract, agreement or arrangement between West Cloud Contact Services, Ltd. and the Customer.

6.0 Telecommunications

6.1 Where the Equipment is to be connected to a telecommunications network or a circuit run by West Cloud Contact Services, Ltd. or a third party (the “Network” ) the Customer shall be responsible for:

6.1.1 obtaining all necessary consents of the owner of the Network (the “Owner” ) for the connection of the equipment to the Network;

6.1.2 purchasing and installing all equipment necessary to make the said connection to the Network;

6.1.3 paying all charges from time to time levied by the Owner for connection to the Network;

6.1.4 at all times complying with such technical and other regulations that the Owner shall impose as a condition of connection to the Network.

6.2 West Cloud Contact Services, Ltd. will use all reasonable endeavors to ensure that the Equipment has been approved by the Secretary of State for Trade and Industry or any person to whom he has delegated his powers (the “Authority” ) for connection to the Network but reserves to itself the right to make such alterations modifications or additions to the Equipment at the Customer’s expense that the Authority may require as a continuing condition of such approval.

6.3 West Cloud Contact Services, Ltd. shall not be liable for any loss or damage resulting from the acts or omissions of the Owner or the breach by the Customer of its obligations under clause 6.1.

6.4 Installation of the Equipment under the Contract does not include connection to the Network.

7.0 Place of Use

7.1 The Customer shall at its own expense:

7.1.1 obtain all necessary consents for the installation and use of the Equipment including any planning or building regulations consents which may be required for the alteration to the Place of Use or any other building or premises of the Customer;

7.1.2 ensure that any floor loading limits will not be exceeded;

7.1.3 provide a suitable environment accommodation and foundations for the Equipment including all necessary trunking conduits and cable trays in accordance with installation standards;

7.1.4 provide such electric power as shall be required by West Cloud Contact Services, Ltd. for the purposes of installing, testing and maintaining the Equipment;

7.1.5 provide a suitable and safe working environment for West Cloud Contact Services, Ltd. personnel;

7.1.6 prepare the Place of Use in advance of the installation of the Equipment which shall include the taking up or removal of any fitted or fixed floor covering, ceiling tiles, suspended ceilings, partition covers or any other necessary alterations to the Customer’s premises.

7.2 West Cloud Contact Services, Ltd. shall have no liability to the Customer in respect of late or partial delivery where the same results from the Customer’s failure to prepare the Place of Use in accordance with Condition 7.1 above in a timely manner.

8.0 Access

8.1 The Customer shall provide West Cloud Contact Services, Ltd. at all reasonable times with full and convenient access to the Place of Use and any other premises of the Customer for the purpose of carrying out West Cloud Contact Services, Ltd.’s obligations under this Contract. Such access will normally only be required during the Customer’s usual working hours but West Cloud Contact Services, Ltd. may upon prior written notice to the Customer require the Customer to provide access at other times. Where the Customer requires West Cloud Contact Services, Ltd. to work outside the usual working hours of the Customer the Customer shall pay to West Cloud Contact Services, Ltd. over and above the Purchase Price such reasonable charges as West Cloud Contact Services, Ltd. shall incur in complying with any such request.

8.2 All employees of West Cloud Contact Services, Ltd. shall observe the Customer’s reasonable site regulations which shall have been previously advised in writing by the Customer to West Cloud Contact Services, Ltd.. In the event of any conflict between such site regulations and these Conditions the latter shall prevail.

9.0 Delivery/Take Over

9.1 Delivery of the Goods shall take place at West Cloud Contact Services, Ltd.’s premises unless some other place of delivery is agreed by West Cloud Contact Services, Ltd. in writing.

9.2 West Cloud Contact Services, Ltd. shall notify the Customer when the Goods are ready for delivery.

9.3 The Goods shall be delivered by such means as West Cloud Contact Services, Ltd. thinks fit unless the Customer specifies in its order the details of a contract with a carrier which it reasonably requires having regard to the nature of the Goods and the other circumstances of the case. The carrier shall be deemed to be the Customer’s agent except for the purposes of sections 44, 45 and 46 of the Sale of Goods Act 1979.

9.4 Delivery of the Goods shall be accepted at any time of day.

9.5 Subject to the other provisions of these Conditions West Cloud Contact Services, Ltd. will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of the Goods (even if caused by West Cloud Contact Services, Ltd.’s negligence).

9.6 If the Customer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered in time (except because of West Cloud Contact Services, Ltd.’s fault):-

9.6.1 risk in the Goods will pass to the Customer (including for loss or damage caused by West Cloud Contact Services, Ltd.’s negligence);

9.6.2 the Goods will be deemed to have been delivered; and

9.6.3 without prejudice to its other rights West Cloud Contact Services, Ltd. may:-

9.6.3.1 store or arrange for the storage of the Goods until actual delivery or sale and charge the Customer for all related costs and expenses (including storage and insurance)

9.6.3.2 sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Customer for any shortfall below the price under this Contract.

9.7 Where appropriate the Customer will provide at its expense adequate and appropriate equipment and manual labor for off loading the Goods.

9.8 Where the Services form part of the Contract West Cloud Contact Services, Ltd. shall carry out any tests which in its absolute discretion may be necessary to ensure that any equipment is in working order.

9.9 Any minor faults which do not materially affect the performance of the Equipment shall not prevent Take Over by the Customer provided that such minor faults shall be remedied by West Cloud Contact Services, Ltd. within a reasonable time.

9.10 Non delivery:

9.10.1 the quantity of any consignment of Goods as recorded by West Cloud Contact Services, Ltd. upon dispatch from West Cloud Contact Services, Ltd.’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence to the contrary.

9.10.2 West Cloud Contact Services, Ltd. shall not be liable for any non-delivery of Goods (even if caused by West Cloud Contact Services, Ltd.’s negligence) unless written notice is given to West Cloud Contact Services, Ltd. within 4 days of the date when the Goods would in the ordinary course of events have been received.

9.10.3 any liability of West Cloud Contact Services, Ltd. for the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata rate against any invoice raised for such Goods.

9.10.4 a signature of qualified acceptance on a carrier’s delivery note shall not be written notice to West Cloud Contact Services, Ltd. for the purposes of these Conditions.

10.0 Risk and Property

10.1 Risk of damage to or loss of Goods shall pass to the Customer at the time of delivery or deemed delivery to the Customer or its agent ( subject to Condition 9.6)and subject to any deterioration in the Goods necessarily incident to the course of transit passing to the Customer.

10.2 Property in the Goods shall not pass to the Customer until West Cloud Contact Services, Ltd. has received in full (in cash or cleared funds) all sums due to it in respect of :-

10.2.1 the Goods; and

10.2.2 all other sums which are or which become due to West Cloud Contact Services, Ltd. on any account.

11.0 Limited Warranty:

11.1 Subject to the limitations upon its liability set out in Condition 12 below West Cloud Contact Services, Ltd. warrants to the Customer that:-

11.1.1 subject to Conditions 11.5 and 11.6 the Equipment shall for a period of 12 months either from the date of delivery or Take Over (whichever shall be the later) be of satisfactory quality; and

11.1.2 it will perform the Services with reasonable care and skill.

11.2 The warranty in Condition 11.1 above is given by West Cloud Contact Services, Ltd. subject to the following Conditions:

11.2.1 the Customer has properly kept used and maintained the Equipment in strict accordance with any instructions of the manufacturer or West Cloud Contact Services, Ltd. and has not modified the Equipment except with the prior written consent of West Cloud Contact Services, Ltd.;

11.2.2 the Customer has made no further use of the Equipment after discovering any defect

11.2.3 the Customer has not altered or repaired the Equipment without the prior written consent of West Cloud Contact Services, Ltd..

11.2.4 West Cloud Contact Services, Ltd. shall be under no liability in respect of any defect in the Equipment arising from any design or specification supplied by the Customer;

11.2.5 West Cloud Contact Services, Ltd. cannot guarantee that the Software or emails sent by West Cloud Contact Services, Ltd. will be free of all known viruses or malicious code. The Customer is therefore advised to carry out appropriate virus and other checks.

11.2.6 in the case of delivery only the Customer shall be required to return defective Equipment to West Cloud Contact Services, Ltd. unless West Cloud Contact Services, Ltd. otherwise agrees in writing.

11.3 The Customer shall afford West Cloud Contact Services, Ltd. all facilities requested by West Cloud Contact Services, Ltd. to enable it to investigate any alleged breach of warranty.

11.4 If the Customer makes a valid claim against West Cloud Contact Services, Ltd. based on a defect in the quality of the Goods West Cloud Contact Services, Ltd. shall at its option:-

11.4.1 repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata contract rate provided that if West Cloud Contact Services, Ltd. so requests the Customer shall at the customer’s expense return the Goods or such part of the goods as is defective to West Cloud Contact Services, Ltd.; or

11.4.2 if West Cloud Contact Services, Ltd. has not manufactured the Goods or the part of the Goods which is defective at the Customer’s request assign to the Customer such assignable rights (if any) as West Cloud Contact Services, Ltd. has against its own supplier of the Goods or the relevant part of the Goods.

11.5 The warranty set out in Condition 11.1 above excludes the Software and West Cloud Contact Services, Ltd. does not warrant that the Software shall be free of all defects or that its use will be uninterrupted. In particular the Customer acknowledges that access to the Software, to the extent it is provided prior to West Cloud Contact Services, Ltd. receiving payment in full for the Software will be restricted by the use of certain temporary key codes, which will expire in the event that payment is not received in full. The key codes may also restrict access to certain functionality in the Software. Once payment in full has been received by West Cloud Contact Services, Ltd., more permanent key codes will be issued by West Cloud Contact Services, Ltd., to last for the duration of the relevant contract.

11.6 West Cloud Contact Services, Ltd. reserves the right to make a reasonable charge for any visit to any premises of the Customer which is made at the request of the Customer where either no defect is discovered or the defect is not covered by the warranty set out in Condition 11.1 above.

12.0 Limitation of Liability

12.1 Subject to Conditions 11.1 and 11.5 and to the maximum extent permissible in law, all conditions and warranties which are to be implied by statute or otherwise by general law into this Contract or relating to the Goods and/or Services are hereby excluded.

12.2 West Cloud Contact Services, Ltd.’s charges to the Customer are determined on the basis of the exclusions from and limitations of liability contained in this Contract. The Customer expressly agrees that these exclusions and limitations are reasonable because of (amongst other matters) the likelihood that the amount of damages awardable to the Customer for a breach by West Cloud Contact Services, Ltd. of these Conditions may be disproportionately greater than the price of the Goods or Services. West Cloud Contact Services, Ltd. is willing to arrange for additional insurance cover to enable West Cloud Contact Services, Ltd. to take on the burden of additional liability to the Customer provided that the Customer pays West Cloud Contact Services, Ltd. a commensurately higher price for the Goods or Services. If the Customer wishes West Cloud Contact Services, Ltd. to obtain a quotation for additional insurance cover accordingly the Customer should notify West Cloud Contact Services, Ltd. prior to this Contract being entered into.

12.3 The following provisions in this Condition 12 set out West Cloud Contact Services, Ltd.’s entire liability (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the Customer in respect of:

12.3.1 a breach of West Cloud Contact Services, Ltd.’s contractual obligations;

12.3.2 a tortious act or omission of West Cloud Contact Services, Ltd. (including negligence) for which West Cloud Contact Services, Ltd. is liable; or

12.3.3 an action arising out of a misrepresentation by or on behalf of West Cloud Contact Services, Ltd.

12.4 the total liability which West Cloud Contact Services, Ltd. shall owe to the Customer and in respect of all claims shall not exceed the contract price or the sum of £5,000, whichever is the lesser.

12.5 West Cloud Contact Services, Ltd. shall not be liable to the Customer for any of the following heads of loss (in each case whether direct or indirect):

12.5.1 Loss of profit or revenue;

12.5.2 Loss of business;

12.5.3 Pure economic loss;

12.5.4 Loss of data;

12.5.5 Any losses arising as a result of a third party bringing a claim against the Customer.

12.6 West Cloud Contact Services, Ltd. shall in no circumstances be liable to the Customer for any special, consequential or indirect Loss however arising.

12.7 the Customer shall only be entitled to bring a claim against West Cloud Contact Services, Ltd. where the Customer issues legal proceedings against West Cloud Contact Services, Ltd. within the period of 6 months commencing on the date this Contract was made.

12.8 Notwithstanding anything to the contrary in these Conditions West Cloud Contact Services, Ltd.’s liability to the Customer for fraud or for death or personal injury resulting from the negligence of West Cloud Contact Services, Ltd., its employees, agents or sub-contractors shall not be limited, save that nothing in this Condition 12 shall confer a right or remedy upon the Customer to which the Customer would not otherwise be entitled.

12.9 The exclusions from and limitations of liability set out in this Condition 12 shall be considered severably. The invalidity or unenforceability of any one Condition, sub- clause, paragraph or sub-paragraph shall not affect the validity or enforceability of any other part of this Condition.

12.10 The provisions of this Condition 12 shall survive the termination of the whole or a part of this Contract.

13.0 Intellectual Property Rights

13.1 All copyright, database right, trademarks and other intellectual property rights in the Goods, Services and Documentation shall remain the exclusive property of West Cloud Contact Services, Ltd. or any licensor of West Cloud Contact Services, Ltd. or the manufacturer of the Goods if not West Cloud Contact Services, Ltd..

13.2 West Cloud Contact Services, Ltd. shall grant to the Customer a non-exclusive non-assignable license to use the Software on West Cloud Contact Services, Ltd.’s terms, subject to the observance of the following conditions:

13.2.1 the Customer shall not reproduce the Software save to the extent that it is strictly necessary for back-up purposes;

13.2.2 the reproduction permitted under Condition 13.3.1 above shall be in object code form only;

13.2.3 the Customer shall keep the Software and Documentation and any key codes or passwords used to access the Software confidential and any disclosure of the Software and Documentation shall only be made to the extent that it is strictly necessary ;

13.2.4 the Customer shall be solely responsible for ensuring that the terms of this Condition

13.3 are fully observed and that any of its employees agents or any other persons are permitted access to the Software and Documentation only to the extent that it is strictly necessary.

13.2.5 The Customer shall pay the Purchase Price to West Cloud Contact Services, Ltd. and West Cloud Contact Services, Ltd. reserves the right to terminate the Customer’s use of the Software in the event that the Purchase Price is not paid by the due date. To the extent access is dependent upon temporary key codes, these are liable to expire (meaning that the customer will no longer be able to access the Software) if payment in full is not received by the due date.

13.3 No modifications to the Software shall be made by the Customer without the prior written consent of West Cloud Contact Services, Ltd. and all copyright trademarks and other intellectual property rights in any permitted modifications shall vest in West Cloud Contact Services, Ltd. or any licensor of West Cloud Contact Services Ltd.

13.4 The Customer shall sign any agreement reasonably required by West Cloud Contact Services, Ltd. or any licensor of West Cloud Contact Services, Ltd. for the purpose of protecting the Software.

13.5 The Customer shall take all such steps as shall be necessary to protect the copyright in the Documentation and without prejudice to the generality of the foregoing shall not copy reproduce distribute or disclose the same (except for the purpose for which it was supplied) without the prior written consent of West Cloud Contact Services, Ltd..

13.6 The Customer undertakes to make its employees agents and sub-contractors aware of the provisions of this Condition 13 and to use its best endeavors to ensure that its employees, agents and sub-contractors comply to the fullest extent with this Condition 13.

13.7 The provisions of this Condition 13 shall not apply to the extent that they are inconsistent with any other Software license or agreement made between West Cloud Contact Services, Ltd. and the Customer.

14.0 Intellectual Property Rights Indemnity

14.1 West Cloud Contact Services, Ltd. shall indemnify the Customer against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the Customer’s use of or possession of the Goods infringes the patent, copyright, registered design or trademark rights of such third party (the “Intellectual Property Infringement” ) provided that the Customer shall:

14.1.1 notify West Cloud Contact Services, Ltd. in writing of any Intellectual Property Infringement immediately upon becoming aware of the same;

14.1.2 give West Cloud Contact Services, Ltd. the sole conduct of the defense to any claim or action in respect of any Intellectual Property Infringement and not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express instructions in writing of West Cloud Contact Services, Ltd.;

14.1.3 act in accordance with the reasonable instructions of West Cloud Contact Services, Ltd. and give to West Cloud Contact Services, Ltd. such assistance as it shall reasonably require in respect of the conduct of the said defense including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.

14.2 West Cloud Contact Services, Ltd. shall reimburse the Customer its reasonable costs incurred in complying with Condition 14.1.3 above.

14.3 The indemnity in Condition 14.1 above shall not apply to any Intellectual Property Infringement where;

14.3.1 the Intellectual Property Infringement was occasioned by the Customer’s use of the Goods in conjunction with other apparatus or software which has not been supplied by West Cloud Contact Services, Ltd. nor where the Intellectual Property Infringement results from the use of the Customer’s own design or specification.

14.3.2 where Condition 14.3.1 above applies the Customer shall indemnify West Cloud Contact Services, Ltd. against all claims proceedings costs claims demands and expenses arising from any such Intellectual Property Infringement.

15.0 Force Majeure

15.1 West Cloud Contact Services, Ltd. shall not be liable for any breach of its obligations under the Contract which results from any of the following:

(i) Act of God;

(ii) outbreak of hostilities riot civil disturbance acts of terrorism;

(iii) the act of any government or authority (including refusal or revocation of any license or consent);

(iv) fire explosion flood or bad weather;

(v) power failure of telecommunications lines or failure or breakdown of plot machinery or vehicle;

(vi) default of West Cloud Contact Services, Ltd.’s suppliers or sub-contractors;

(vii) theft malicious damage strike or other industrial action; and

(viii) any cause or circumstance whatsoever beyond West Cloud Contact Services, Ltd.’s reasonable control.

16.0 Confidentiality

16.1 The Customer shall keep and procure to be kept secret and confidential all information disclosed or obtained as a result of the relationship of the parties under the Contract and shall not use nor disclose the same save for the purposes of the proper performance of the Contract or with the prior written consent of the Customer.

16.2 The obligations of confidentiality in this Condition shall not extend to any matter which the Customer can show is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under these Conditions; was in its written records prior to entering into the Contract; was independently disclosed to it by a third party entitled to disclose the same or is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.

16.3 The Customer shall not make any announcement or otherwise publicize the existence of or disclose to any person the provisions of the Contract without the prior written consent of West Cloud Contact Services Ltd. West Cloud Contact Services, Ltd. may disclose the name of the Customer and the existence of this Contract in relevant marketing material (including on its website and in press releases) unless specifically otherwise agreed between the parties in writing.

17.0 Privacy and Data Use

17.1 West and Customer shall comply with any applicable data protection legislation existing in all jurisdictions in which this Agreement is performed (together, the “Data Protection Laws”).  The provision of the Services may involve the collection, processing, storage or recording of certain “Personal Data” or “Personal Information” (as defined by the applicable Data Protection Laws) of Participants. West hereby undertakes that it will: (i) Use and process any such Personal Data, which may include but is not limited to first and last names, telephone numbers, access and connection data, account numbers and any other data connected to the Services, for the purpose of providing and administering the Services and as outlined in the West’s privacy statement; (ii) Process the Personal Data in accordance with Customer's instructions for the duration of the Agreement in order to provision the Services; (iii) Implement and maintain commercially reasonable technical and organizational measures, insofar as it is possible, for the fulfilment of Customer’s obligations to respond to requests by Data Subjects (defined below); (iv) Take reasonable steps to destroy or permanently de-identify Personal Data when it no longer is necessary to retain it; (v) Ensure that its personnel authorized to process the Personal Data have committed themselves to confidentiality or are under appropriate statutory obligations of confidentiality; (vi) Impose similar obligations under this Privacy and Data Use section on any of its third party suppliers that process Personal Data by way of a written agreement; (vii) Notify the Customer of a “Personal Data Breach” as defined under the Data Protection Laws without undue delay after becoming aware of it; (viii) Implement appropriate security measures to ensure an adequate level of protection of the Personal Data; and (ix) Make available all information necessary to demonstrate compliance with the Data Protection Laws and allow for audits.

According to the Data Protection Laws, West acts as a “Data Processor” in relation to the Personal Data of Customer it processes on Customer's behalf and Customer remains the “Data Controller” with respect to such Personal Data. The “Data Subjects” are the users of the Services.   Personal Data is collected, processed and/or stored by West, its Affiliates and their third party suppliers in the United States of America, the United Kingdom, the European Union and the rest of the world.

Customer represents and warrants it has a valid lawful basis in order for West to process the Data Subject’s Personal Data in connection with the Services in accordance with applicable Data Protection Laws. West processes Personal Data in accordance with its privacy statement located at https://www.westuc.com/en-sg/west-uc-privacy-statement-emea acting as a Data Processor under Customer’s control.

17.2 The parties agree that Confidential Information may be disclosed to employees, affiliates, suppliers or advisors on a need-to-know basis and who agree to be bound by confidentiality terms and conditions at least as stringent as those herein. Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law, rule or regulation provided that the receiving party gives as much notice as is reasonably practical and provides reasonable assistance to the disclosing party in challenging the disclosure so required by law, rule or regulation. Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or destroy those copies of Information residing on Recipient's backup, disaster recovery or business continuity systems and the obligations hereunder with respect to such Information shall survive until such Information is destroyed.

17.3 We may refer to You as Our customer when We supply third parties with information (in marketing literature, publicity materials etc.) about Our products or services.

18.0 Non-Solicitation
The Customer undertakes that during the term of any Contract and for the period of 6 months after its termination, it shall not solicit or attempt to solicit services from any employee of West Cloud Contact Services, Ltd., nor make any offer of employment or enter into any discussion or negotiations with a view to making any offer of employment to any person employed by West Cloud Contact Services, Ltd..

19.0 General:

19.1 The Contract shall be personal to the Customer and shall not nor shall any rights under it be assigned by the Customer without the prior written consent of West Cloud Contact Services, Ltd..

19.2 Each right or remedy of West Cloud Contact Services, Ltd. under this Contract is without prejudice to any other right or remedy of West Cloud Contact Services, Ltd. whether under this Contract or not.

19.3 If any provision of these Conditions should be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of these Conditions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

19.4 No waiver by West Cloud Contact Services, Ltd. of any breach of the Contract by the Customer shall be considered a waiver as of any subsequent breach of the same or any other provision.

19.5 This Contract and the documents referred to in it constitutes the entire agreement and understanding of the parties and supersedes any previous agreements between the parties relating to the subject matter of this Contract. Each of the parties acknowledges and agrees that in entering into this Contract and the documents referred to in it, it does not rely on and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement as a warranty. The only remedy available to it for breach of the warranties shall be for breach of contract under the terms of this Contract. Nothing in this Condition shall however operate to exclude or limit any liability for fraud.

19.6 No person who is not a party to this contract (including any employee or agent of either party) shall have the right to enforce any term of this Agreement whether pursuant to the Contract (Rights of Third Parties) Act or otherwise.

19.7 The Contract and these Conditions shall be governed by English law and the Customer consents to the non-exclusive jurisdiction of the English courts in all matters regarding it.


Intrado Cloud Contact Privacy Policy

West Cloud Contact Services, Ltd. is committed to protecting your privacy and developing technology that gives you the most powerful and safe online experience. This Statement of Privacy applies to the West Cloud Contact Services, Ltd. Web site and governs data collection and usage. By using the West Cloud Contact Services, Ltd. website, you consent to the data practices described in this statement.

Collection of your Personal Information

West Cloud Contact Services, Ltd. collects personally identifiable information, such as your e-mail address, name, home or work address or telephone number. West Cloud Contact Services, Ltd. also collects anonymous demographic information, which is not unique to you, such as your ZIP code, age, gender, preferences, interests and favorites.

There is also information about your computer hardware and software that is automatically collected by West Cloud Contact Services, Ltd.. This information can include: your IP address, browser type, domain names, access times and referring Web site addresses. This information is used by West Cloud Contact Services, Ltd. for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the West Cloud Contact Services, Ltd. Web site.

Please keep in mind that if you directly disclose personally identifiable information or personally sensitive data through West Cloud Contact Services, Ltd. public message boards, this information may be collected and used by others. Note: West Cloud Contact Services, Ltd. does not read any of your private online communications.

West Cloud Contact Services, Ltd. encourages you to review the privacy statements of Web sites you choose to link to from West Cloud Contact Services, Ltd. so that you can understand how those Web sites collect, use and share your information. West Cloud Contact Services, Ltd. is not responsible for the privacy statements or other content on Web sites outside of the West Cloud Contact Services, Ltd. and West Cloud Contact Services, Ltd. family of Web sites.

Use of your Personal Information

West Cloud Contact Services, Ltd. collects and uses your personal information to operate the West Cloud Contact Services, Ltd. Web site and deliver the services you have requested. West Cloud Contact Services, Ltd. also uses your personally identifiable information to inform you of other products or services available from West Cloud Contact Services, Ltd. and its affiliates. West Cloud Contact Services, Ltd. may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered.

West Cloud Contact Services, Ltd. does not sell, rent or lease its customer lists to third parties. West Cloud Contact Services, Ltd. may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is not transferred to the third party. In addition, West Cloud Contact Services, Ltd. may share data with trusted partners to help us perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to West Cloud Contact Services, Ltd., and they are required to maintain the confidentiality of your information.

West Cloud Contact Services, Ltd. does not use or disclose sensitive personal information, such as race, religion, or political affiliations, without your explicit consent.

West Cloud Contact Services, Ltd. keeps track of the Web sites and pages our customers visit within West Cloud Contact Services, Ltd., in order to determine what West Cloud Contact Services, Ltd. services are the most popular. This data is used to deliver customized content and advertising within West Cloud Contact Services, Ltd. to customers whose behavior indicates that they are interested in a particular subject area.

West Cloud Contact Services, Ltd. Web sites will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on West Cloud Contact Services, Ltd. or the site; (b) protect and defend the rights or property of West Cloud Contact Services, Ltd.; and, (c) act under exigent circumstances to protect the personal safety of users of West Cloud Contact Services, Ltd., or the public.

Use of Cookies

The West Cloud Contact Services, Ltd. Web site use “cookies” to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.

One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize West Cloud Contact Services, Ltd. pages, or register with West Cloud Contact Services, Ltd. site or services, a cookie helps West Cloud Contact Services, Ltd. to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same West Cloud Contact Services, Ltd. Web site, the information you previously provided can be retrieved, so you can easily use the West Cloud Contact Services, Ltd. features that you customized.

We also use cookies to detect which pages you view during your visit. This way we can find out which pages our visitors find interesting and might either enhance those pages or point other visitors to those pages. These cookies can only be read by your browser when you’re visiting our website. They cannot be read or used by other users on our website or by other websites you visit, just as our site cannot read or use cookies issued by other websites.

Please note: Your personal information is never matched or stored with the cookie on your computer and do not contain any personally identifying information.

It would be perfectly possible to use other techniques to the same affect. However, cookies are the easiest way to accomplish this because that’s exactly what they were designed for.

You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the West Cloud Contact Services, Ltd. services or Web sites you visit.

Security of your Personal Information

West Cloud Contact Services, Ltd. secures your personal information from unauthorized access, use or disclosure. West Cloud Contact Services, Ltd. secures the personally identifiable information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When personal information (such as a credit card number) is transmitted to other Web sites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.

Changes to this Statement

West Cloud Contact Services, Ltd. will occasionally update this Statement of Privacy to reflect company and customer feedback. West Cloud Contact Services, Ltd. encourages you to periodically review this Statement to be informed of how West Cloud Contact Services, Ltd. is protecting your information.

Contact Information

West Cloud Contact Services, Ltd. welcomes your comments regarding this Statement of Privacy. If you believe that West Cloud Contact Services, Ltd. has not adhered to this Statement, please contact West Cloud Contact Services, Ltd. at webmaster@magneticnorth.com. We will use commercially reasonable efforts to promptly determine and remedy the problem.


Intrado Cloud Contact Information Security Policy

Information Security Policy Overview

The West Cloud Contact Solutions Limited Information security policy provides a concise statement of policies and standards related to information security within West Cloud Contact Solutions Limited.

Information Security Policy Document

The Leadership team have approved and authorised an information security policy for West Cloud Contact Solutions Limited . This policy is set out below. A current version of this document is available to all employees on the company intranet. A copy is also available to external parties.

Introduction

Information is an asset that West Cloud Contact Solutions Limited . ("the organisation") has a duty and responsibility to protect. The availability of complete and accurate information is essential to the organisation functioning in an efficient manner and to providing products and services to customers.
The organisation holds and processes confidential and personal information on private individuals, employees, partners and suppliers and information relating to its own operations. In processing information, the organisation has a responsibility to safeguard information and prevent its misuse.

Objectives

The purpose and objective of this Information Security Policy is to set out a framework for the protection of the organisation's information assets:

  • Delivery of a secure, reliable cloud service for users and other interested parties who need confidence and assurance the platform is fit for their purpose of sharing and working with sensitive information

Metrics
A key measure of success is the availability of our systems for customers to use. So we have an uptime objective of 99.5% (or SLA with customers) as one of the measures we track each month using our uptime monitoring systems.
We will be measuring the following on a monthly basis;

  • System uptime with a target of 99.5% (availability)
  • Average Incident resolution time of 8hrs or less
  • Number of corrective actions with a target of none (all)
  • Change request effectiveness monitoring with a target on no failed change requests
  • Measure the ongoing security incidents and non conformities on a monthly basis

In addition our aims are:

  • Provide a pragmatic digital paperless ISMS for staff (and other interested parties who need to access it), integrated into their day to day work practices to ensure it becomes a habit for good performance not an inhibitor to getting their work done
  • 100% of employees attending awareness training courses at least annually
  • Decrease the number of information security incidents by 30% in the next 12 months

Measurement

The measurements taken to validate that these goals can be found in the document ISMS Effectiveness Measures available on Confluence.

Resources

A dedicated resource is available to manage and maintain the ISMS.

Scope

This Information Security Policy outlines the framework for management of Information Security within the organisation.
The Information Security Policy is a high level document, and adopts a number of controls to protect information. The controls are delivered by policies, standards, processes, procedures, supported by training and tools.

The Information Security Policy, standards, processes and procedures apply to all staff and employees of the organisation, contractual third parties and agents of the organisation who have access to the organisation's information systems or information.
The Information Security Policy applies to all forms of information including:

  • speech, spoken face to face, or communicated by phone or radio,
  • hard copy data printed or written on paper,
  • information stored in manual filing systems,
  • communications sent by post / courier, fax, electronic mail,
  • stored and processed via servers, PC's, laptops, mobile phones, PDA's,
  • stored on any type of removable media, CD's, DVD's, tape, USB memory sticks, digital cameras.

Terms and Definitions

For the purpose of this document the following terms and definitions apply.
Asset Anything that has value to the organization
Control Means of managing risk, including policies, procedures, guidelines, practices
Guideline A description that clarifies what should be done and how
Information Security Preservation of confidentiality, integrity and availability of information
Policy Overall intention and direction as formally expressed by the Leadership team
Risk Combination of the probability of an event and its consequence
Third Party Person or body that is recognised as being independent
Threat Potential cause of an unwanted incident, which may result in harm to a system
Vulnerability Weakness of an asset that can be exploited by one or more threats

Structure of this Policy

This policy is based upon ISO 27001 and is structured to include the 14 main security category areas within the standard.
This policy is a high level policy which is supplemented by additional security documents which provide detailed policies and guidelines relating to specific security controls according to the ISO27001:2013 standard. As part of West Cloud Contact Solutions Limited 's Information Security Management System, these documents are available to all staff on the West Cloud Contact Solutions Limited Intranet.

Risks

Data and information which is collected, analysed, stored, communicated and reported upon may be subject to theft, misuse, loss and corruption.
Data and information may be put at risk by poor education and training, misuse, and the breach of security controls.
Information security incidents can give rise to embarrassment, financial loss, non-compliance with standards and legislation as well as possible judgements being made against the organisation.
The organisation will undertake risk assessments to identify, quantify, and prioritise risks. Controls will be selected and implemented to mitigate the risks identified.
Risk assessments will be undertaken using a systematic approach to identify and estimate the magnitude of the risks.

Security Policy

Information Security Policy Document

The information security policy document sets out the organisations approach to managing information security.

The information security policy is approved by the Leadership Team and is communicated to all staff and employees of the organisation, contractual third parties and agents of the organisation.

Review

The security requirements for the organisation will be reviewed at least annually by the IT Director and Director of Network Operations. Formal requests for changes will be raised for incorporation into the Information Security Policy, processes, and procedures.

Statement of Leadership intent

It is the policy of the organisation to ensure that Information will be protected from a loss of:

  • Confidentiality: so that information is accessible only to authorised individuals.
  • Integrity: safeguarding the accuracy and completeness of information and processing methods.
  • Availability: that authorised users have access to relevant information when required.

The Director of Network Operations will review and make recommendations on the security policy, policy standards, directives, procedures, Incident management and security awareness education in accordance with ISO27001:2013 best practice and advice from 3rd parties where appropriate.

The Director of Network Operations will be responsible for incorporating regulatory, legislative and contractual requirements will be into the Information Security Policy, processes and procedures.

The Director of Network Operations will be responsible for incorporating the requirements of the Information Security Policy, processes, and procedures into the organisation's operational procedures and contractual arrangements.

The organisation will work towards the continuous improvement of the ISO27000 standards, the International Standards for Information Security with the full support of the leadership team Team.

The Director of Network Operations will provide guidance on what constitutes an Information Security Incident including but not restricted to:

  • Loss of service, functionality, equipment or other facilities
  • System, software or hardware malfunctions, unscheduled shut downs, unexpected system errors or overloads
  • Human errors
  • Non-compliances with requirements of the ISMS (including uncontrolled system changes)
  • Breaches of physical security arrangements
  • Access violations

Guidance will also be sought from the West Information Security team and Legal Counsel if required.

All breaches of information security, actual or suspected, must be immediately reported by staff to the NetOps Team and escalated to the Director of Network Operations for immediate investigation.

Business continuity plans will be produced, maintained and tested by the Director of Network Operations.

Information security education and training will be made available to all staff and employees by the Director of Network Operations.

Department Heads are responsible for ensuring that information stored by the organisation will be appropriate to business requirements.

Information Security Coordination

The security of information will be managed within an approved framework (currently ISO27001:2013 ) through assigning roles and co-ordinating implementation of this security policy across the organisation and in its dealings with third parties. The Executive Team shall appoint an Information Security Manager (Director of Network Operations) who will co-ordinate and implement this security framework.

The Director of Network Operations shall act on specialist external advice drawn upon where necessary so as to maintain the Information Security Policy, processes and procedures to address new and emerging threats and standards.

Information Security Responsibilities

The Director of Network Operations is the designated owner of the Information Security Policy and is responsible for the maintenance and review of the Information Security Policy, processes and procedures.

Heads of Department are responsible for ensuring that all staff and employees, contractual third parties and agents of the organisation are made aware of and comply with the Information Security Policy, processes and procedures.

The organisation's auditors will review the adequacy of the controls that are implemented to protect the organisation's information and recommend improvements where deficiencies are found.

All staff and employees of the organisation, contractual third parties and agents of the organisation accessing the organisation's information are required to adhere to the Information Security Policy, processes and procedures.

Failure to comply with the Information Security Policy, processes and procedures will lead to disciplinary or remedial action.

Asset Management

Policies and procedures according to ISO27001:2013 will be put in place by the Director of Network Operations to ensure that the organisation's assets will be appropriately protected.

Department Heads, the Administration Assistant and Finance are responsible for assuring that all assets (data, information, software, computer and communications equipment, service utilities and people) will be accounted for and have an owner.

Owners will be identified for all assets and they will be responsible for the maintenance and protection of their assets.

Human Resources Security

The HR Team will communicate the organisation's security policies to all employees, contractors and third parties to ensure that they understand their responsibilities via induction training and the Staff Handbook.

The HR Team will ensure that security responsibilities will be included in job descriptions and in terms and conditions of employment.

The HR Team is responsible for appropriate verification checks to be carried out on all new employees, contractors and third parties in accordance with relevant laws, regulations and ethics, and proportional to the business requirements, the classification of the information to be accessed, and the perceived risks.

Physical and Environmental Security

The Director of Network Operations is responsible for ensuring that critical or sensitive information processing facilities will be housed in secure areas.

The Director of Network Operations shall ensure that secure areas are protected by defined security perimeters with appropriate security barriers and entry controls.

The Director of Network Operations shall ensure that critical and sensitive information will be physically protected from unauthorised access, damage and interference.

Communications Management and Operations Management

The Director of Network Operations is responsible for ensuring that the organisation will operate its information processing facilities securely.

Responsibilities and procedures for the management, operation and ongoing security and availability of all data and information processing facilities will be established by the Director of Network Operations with the support of the Leadership Team.

The Director of Network Operations will ensure that the appropriate operating procedures are put in place.

The Director of Network Operations will ensure segregation of duties, where appropriate, to reduce the risk of negligent or deliberate system misuse.

Access Control 

The Director of Network Operations shall ensure that access to all information will be controlled according to rules documented and defined in the West Cloud Contact Solutions Limited ISO27001:2013 ISMS.

Access to information and information systems will be driven by business requirements. The Director of Network Operations shall ensure that access will be granted or arrangements made for employees, partners, suppliers according to their role, only to a level that will allow them to carry out their duties.

A formal user registration and de-registration procedure will be implemented for access to all information systems and services by the Director of Network Operations.

Information Systems Acquisition, Development, Maintenance

The information security requirements will be defined during the development of business requirements for new information systems or changes to existing information systems by the Director of Network Operations.

The Director of Network Operations will implement controls to mitigate any identified risks where appropriate.

Information Security Incident Management

All employees and contractors shall report information security incidents and vulnerabilities associated with information systems to the NetOps Team who shall escalate in a timely manner to the Director of Network Operations. The Director of Network Operations will ensure that appropriate corrective action will be taken.

Formal incident reporting and escalation will be implemented by the Director of Network Operations.

All employees, contractors and third party users will be made aware of the procedures for reporting the different types of security incident, or vulnerability that might have an impact on the security of the organisation's assets through HR induction training and regular refresher and awareness training sessions held by the Director of Network Operations.

Business Continuity Management

The Director of Network Operations shall put in place arrangements to protect critical business processes from the effects of major failures of information systems or disasters and to ensure their timely resumption.

The Director of Network Operations will implement business continuity management process to minimise the impact on the organisation and recover from loss of information assets. Critical business processes will be identified by Heads of Department to the Director of Network Operations.

Business impact analysis will be undertaken by the Leadership Team of the consequences of disasters, security failures, loss of service, and lack of service availability.

Compliance

The Executive Team will endeavour to ensure that the organisation will abide by any law, statutory, regulatory or contractual obligations affecting its information systems.

The Leadership Team will endeavour to ensure that the design, operation, use and management of information systems will comply with all statutory, regulatory and contractual security requirements.

A current version of this document is available to all members of staff on MNConfluence. It does not contain confidential information and can be released to relevant external parties.

This information security policy was approved by the board on 16 May 2011 and is issued on a version controlled basis.

Version 2.2

 

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