Fixed Line (PSTN) and CPS Services

CRITCHCORP COMPUTERS LTD

FIXED LINE VOICE SERVICES SCHEDULE

Last Updated: 29^th October 2018

Index

Definitions and Interpretation
Provision of Services
Applicable Rates
Obligations of the customer
Commencement and duration of this Service Schedule
Invoicing

Definitions and Interpretation

This Service Schedule is appended to the Master Services Agreement. In this Agreement the following terms shall have the following meanings:

“Call”	a Message provided by means of the Services;
“Caller Line Identity” or “CLI”	the identity of the calling party initiating a Call being (in most circumstances) the telephone number of the calling party;
“Carrier Network”	the communications network or networks selected from time to time by CRITCHCORP COMPUTERS LTD for the purposes of conveying Calls;
“Carrier Pre–Selection”	Carrier Pre-Selection (“CPS”) is a mechanism that allows end-users to select, in advance, alternative Communications Providers to carry their calls without having to dial a prefix or install any special equipment at their premises. The end-user subscribes to the services of CRITCHCORP COMPUTERS LTD and chooses the calls to be carried by them. The end user is billed for these calls by CRITCHCORP COMPUTERS LTD;
“Call Data Records” or “CDRs”	an electronic record of each Call passing through the Carrier Network as recorded by CRITCHCORP COMPUTERS LTD for the purpose of information and guidance only;
“General Condition 22”	General Condition of Entitlement 22 (GC22) on the Sales and Marketing of Fixed Line Telephony Services as may be amended from time to time, the current version of which is set out on the Ofcom website: https://goo.gl/LYlgBk
“Indirect Access”	the method of routing a Call by utilising a third-party telecommunications operator to collect the Call from a User and to route it onwards to the Carrier Network;
“Message”	anything contained within paragraphs (a) to (d) (inclusive) of sub-section 4(1) of the Telecommunications Act 1984;
“Monthly Call Data Records”	an electronic record of each Call passing through the Carrier Network as recorded by CRITCHCORP COMPUTERS LTD for the purpose of enabling the Client to generate End User bills;
“Provisioning”	the manner in which Indirect Access is activated for Users (and whereby CRITCHCORP COMPUTERS LTD customer services and billing departments are notified of the relevant details);
“Rate Card”	the rate card containing the Rates as set out at within the CRITCHCORP COMPUTERS LTD control panel as may be updated from time to time in accordance with this Agreement;
“Rates”	a rate per minute for all Traffic routed via a Carrier Network as set out in the Rate Card;
“Services Description”	the description of the Services issued by CRITCHCORP COMPUTERS LTD from time to time, the current version of the Services Description being set out on our website;
“Services”	the wholesale communications services to be supplied to the Client (including Indirect Access, CPS, Wholesale Calls, and Geographic Number Translation Services), as detailed more particularly in the Services Description;
“Wholesale Line Rental”	Wholesale line rental (“WLR”) is a product that BT is obliged to provide to other Communications Providers. It enables other Communications Providers to offer both line rental and calls to end-users over BT Openreach’s local network;

The Condition and Schedule headings are for convenience only and shall not affect the interpretation of this Agreement.
Except to the extent that they are inconsistent with the definitions and interpretations in this Agreement or are otherwise defined in this Agreement, the definitions and interpretations in the Master Agreement shall apply to this Agreement.
The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
References to Clauses and Schedules are to the Clauses and Schedules of this Agreement.

Provision of Services
- CRITCHCORP COMPUTERS LTD hereby agrees that it will, as and from the date of this Agreement, provide the Services to the Client, on a non-exclusive basis, and shall route such Traffic as it may from time to time receive from Users via a Carrier Network for onward conveyance to the called destinations on the terms set out in this Agreement. In particular:
  - CRITCHCORP COMPUTERS LTD will establish the connection of each individual CLI number provided by the Client in accordance with clause 4.2 to a Carrier Network;
  - Subject to clauses 2.3 and 2.4, CRITCHCORP COMPUTERS LTD shall use all reasonable endeavours to maintain the Services 24 hours in every day on every day of the year.
- Notwithstanding anything in the Services Description, CRITCHCORP COMPUTERS LTD shall be entitled, upon giving the Client not less than 30 days prior written notice, to:
  - change the technical specification of any of the Services (provided that any such change does not materially affect the performance of or ability to access the Services) where necessary for legitimate operational reasons, or by reason of statutory or regulatory requirements; and
  - suspend any of the Services for legitimate operational reasons, or in an emergency, or in accordance with clause 9 of the Master Service Agreement. PROVIDED ALWAYS that CRITCHCORP COMPUTERS LTD shall act in good faith in exercising its rights under this Clause 2.2 and shall use its reasonable endeavours to keep the period of any suspension(s) of the Service under clause 2.2.2 to an absolute minimum.
- CRITCHCORP COMPUTERS LTD does not warrant that the Services will be free from faults or free from interruptions, and shall not be liable for any failure to provide the Services arising from a technical failure or other reason outside of CRITCHCORP COMPUTERS LTD’s reasonable control. CRITCHCORP COMPUTERS LTD shall however use all reasonable endeavours to remedy any fault which significantly impairs performance of the Services as soon as reasonably practicable following CRITCHCORP COMPUTERS LTD becoming aware of any such fault or being notified of the same by the Client.
- CRITCHCORP COMPUTERS LTD agrees that it will use reasonable endeavours to provide and maintain sufficient capacity for Users’ requirements.

Applicable Rates
- In consideration of the provision by CRITCHCORP COMPUTERS LTD of Services, the Client agrees to pay CRITCHCORP COMPUTERS LTD for the same on the basis of a rate per minute for all Traffic routed via a Carrier Network. Calls shall be billed in one-second units. The individual Calls are billed up to the nearest £0.001 and total call charges rounded up to the nearest £0.001. There shall be no other charges, including but not limited to call set up charge and no minimum charge, unless otherwise stated in the Rate Card. The Rate Card may be varied by CRITCHCORP COMPUTERS LTD at any time on not less than 30 days’ notice to the Client.

Obligations of the Customer
- At all times during this Agreement the Client undertakes to:
  - not use the Services:
    - for the transmission of material which is offensive abusive, indecent, obscene or menacing or which does or is intended to cause annoyance, inconvenience or worry, or which is fraudulent or defamatory or which (in the reasonable opinion of CRITCHCORP COMPUTERS LTD brings the name of CRITCHCORP COMPUTERS LTD into disrepute; or
    - in a manner which constitutes a violation or infringement of the rights of any person, firm or company (including, without limitation, rights of copyright and confidentiality);
  - not (and shall procure that the Users shall not) connect or cause or suffer any equipment to be connected to any apparatus providing the Services other than equipment approved for connection under the Act and CRITCHCORP COMPUTERS LTD shall not be under any obligation to connect or keep connected any equipment if it is not so approved or if, in the opinion of CRITCHCORP COMPUTERS LTD, it is liable to cause death, personal injury, damage to or to impair the quality of the Services or a Carrier Network;
  - pay each monthly invoice submitted by CRITCHCORP COMPUTERS LTD (and any other monies it may owe to CRITCHCORP COMPUTERS LTD from time to time pursuant to this Agreement) promptly when due;
  - provide CRITCHCORP COMPUTERS LTD with User contact details in respect of all Users to include name and business address in the event a fault is reported;
  - be liable for the cost (in the case of ‘line only’ contracts) of all Calls passed over the line at the rate in the CRITCHCORP COMPUTERS LTD’s then Standard Rate Card;
  - be liable for the cost (in the case of ‘line only’ contracts) of fault management, Openreach call out and any network charges;

Commencement and Duration of this Service Schedule
- This Service Schedule commences on the date that it is signed by duly authorised representatives of CRITCHCORP COMPUTERS LTD and will continue unless or until terminated by either party under the terms of the Agreement.
- All individual services, including Line Rental and CPS are subject to thirty day minimum terms from the commencement date of each individual service unless specified or agreed otherwise.

Invoicing
- By no later than the 10th of each calendar month, CRITCHCORP COMPUTERS LTD will prepare and send to the Client a monthly invoice detailing:
  - all connection and individual Call Traffic costs;
  - the registered Traffic (minutes per destination) carried by the Carrier Network during that month, and the amounts due in respect thereof which shall be equal to the total cost of each Call; and
  - any other applicable charges arising in respect of the Services provided by CRITCHCORP COMPUTERS LTD to the Client (or to the Users) during that month.

SCHEDULE 2

For confirmation of our rates for calls and line rental please refer to the CRITCHCORP COMPUTERS LTD control panel pricing pages or website.