Terms and Conditions
for OHANA Business Services
We will provide high speed network access to the internet and telephone for businesses throughout the UK, including a range of internet services, Cloud Voice (VoIP), Leased Line/Dedicated Internet Access (DIA), Mobile SIMs, WiFi, helpdesk services and applications. The service may be ordered by telephone or from our website at www.ohana8.co.uk
Services under this Agreement are designed for business customers only along with confirmation with us that they are a trading business. The Consumer Protection (Distance Selling) Regulations 2000 as amended by Consumer Protection (Distance Selling) (Amendment) Regulations 2005 do not apply to this Agreement.
General Terms
The Basics .1
The Service .2
Payments .3
Protecting Information .4
Ending the Service or the Contract .6
If Something Goes Wrong .7
Everything Else .9
Defined Terms .10
The Basic
These are the General Terms that apply to any Service you buy from . The Service has its own Order and Schedule with more detailed terms.
1. What words mean
1.1 Some of the words and phrases in this document mean specific things. They are capitalised all the way through and explained in the Defined Terms section at the end of this document.
1.2 The words below have the following meanings:
1.2.1 ‘You’ and ‘your’ mean the Customer.
1.2.2 Phrases that refer to ‘we’, ‘our’, ‘us’, ‘each of us’, ‘each of our’, ‘both of us’, ‘we each’ ‘we will each’, ‘we will both’, ‘whichever of us’, ‘one of us’, ‘neither of us’, ‘either of us’, ‘either of our’, ‘either one of us’ and ‘we both’ mean one or both of and the Customer, whichever makes sense in the context of the sentence.
1.3 The words ‘include’ or ‘including’ do not limit something to just the examples that follow.
1.4 Any time either of us has a right or obligation that we may exercise or perform, then whether either of us chooses to exercise or perform that right or obligation will be in that party’s sole discretion.
1.5 Any reference to a specific law or regulation in the Contract includes that law or regulation as amended, replaced or extended.
2 Order of documents
If there is a conflict between any of the documents, the order of priority, highest first, is:
2.1 any Annexes;
2.2 the Schedule;
2.3 these General Terms;
2.4 the Order; and
2.5 if applicable to the Service, the OHANA Price List.
3 When the Contract starts and how long it lasts
3.1 The Contract starts on the Effective Date and will carry on until:
3.1.1 one of us ends it (in a way that the Contract allows); or
3.1.2 OHANA is no longer providing you with the Service, there are no outstanding Orders and all invoices are paid.
4 Some basic principles
4.1 confirms that it is a legal corporation, authorised to
4.2 You confirm you are legally set up as a business, authorised to agree the Contract and carry out your responsibilities under it.
4.3 Where you place an Order acting for purposes that are related to your trade, business or profession, this is a business to business transaction to which the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 does not apply.
4.4 The OHANA Privacy Policy sets out how OHANA uses Data and includes more details about what OHANA can do with it, your rights and OHANA’s obligations.
4.5 You will not re-sell the Services to a third party without OHANA’s prior written approval or unless explicitly set out in a Schedule. If OHANA grants such approval, it will be conditional upon you imposing on the relevant third party in writing obligations no less onerous than those to which you are subject under this Contract (including the Compliance Obligations and the Acceptable Use Policy).
4.6 Each Order you place with OHANA for a Service is subject to a separate Contract with OHANA.
The Service
5 What OHANA has to do
5.1 OHANA will:
5.1.1 provide you with a Customer Committed Date and will use reasonable endeavours to meet any Customer Committed Date;
5.1.2 provide the Service with the care and skill that would reasonably be expected in the circumstances;
5.1.3 comply with Applicable Law;
5.1.4 comply with, and may exercise its rights in, the Compliance Obligations;
5.1.5 provide information relating to your use of the Service, to authorities, regulators and law enforcement agencies, if it is legally required to; and
5.1.6 if applicable to the Service, take reasonable steps to stop anyone getting unauthorised access to any part of the OHANA Network.
5.2 OHANA may change the Service so long as the performance of the Service is not materially adversely affected. These sorts of changes might include (but are not limited to):
5.2.1 changing, replacing, introducing or removing features of the Service;
5.2.2 replacing the Service with a materially equivalent Service;
5.2.3 changes to reflect developments in or changes to technology used to provide the Service;
5.2.4 substituting or replacing OHANA Equipment; or
5.2.5 changes required to (i) protect the integrity or security of the OHANA Network and (ii) comply with Applicable Law.
6 What you have to do
You will:
6.1 provide OHANA with the names and contact details of the Customer Contact, but OHANA may also accept instructions from a person who reasonably believes is acting with your authority;
6.2 provide OHANA with any information reasonably required, including information in relation to health and safety and the environment, without undue delay, and you will make sure the information provided is accurate and complete;
6.3 complete any preparation activities that may request to enable you to receive the Service promptly and in accordance with any reasonable timescales;
6.4 cooperate with OHANA and comply with any reasonable requests makes to help provide the Service;
6.5 comply with Applicable Law, and make sure that your Users do as well;
6.6 comply with the Acceptable Use Policy and the Compliance Obligations and make sure that your Users do as well; and
6.7 for Sites not under OHANA’s control, get all the consents, licences, permissions and authorisations we both need and keep them up to date so can provide the Service at the Sites, including for:
6.7.1 making alterations to buildings;
6.7.2 getting into property;
6.7.3 dealing with local authorities, landlords or owners;
6.7.4 installing OHANA Equipment or Purchased Equipment; and
6.7.5 using the Service over your network or at a Site.
7 If you do not comply with the Acceptable Use Policy or Compliance Obligations
7.1 If you do not comply with the Acceptable Use Policy or Compliance Obligations, you will be liable for any losses, costs or liabilities that OHANA incurs as a result.
7.2 OHANA may, when there is a serious breach of Acceptable Use Policy or Compliance Obligations, report you and provide your personal information, including Personal Data, to the relevant law enforcement agency.
8 When is not to blame
Subject to the occurrence of a Force Majeure Event, in which case Clause 23 applies, OHANA will not be liable if it fails to do something under the Contract (including not carrying out any of its responsibilities, carrying them out late or not meeting any Service Levels) to the extent OHANA’s failure is due to:
8.1 your failure to carry out any of your responsibilities under the Contract, or you carrying them out late, in which case you will pay for any reasonable costs incurs as a result of your failure;
8.2 anyone other than , OHANA’s Affiliates subcontractors or suppliers doing something, or not doing something, they need to do unless that Affiliate, subcontractor or supplier has invoked their force majeure rights under their contract with ; or
8.3 restriction or prevention by Applicable Law, a court order, an application for interlocutory relief or injunction.
9 Paying what you owe
9.1 You will pay and be responsible for the Charges, whether the Service is used by you or someone else. This includes all Charges resulting from unauthorised or fraudulent use.
9.2 OHANA will invoice you, and you will pay , in pounds sterling.
9.3 OHANA will work out the Charges based on details records or that are recorded for . If applicable to the Service, information on how OHANA measures how much data you use is set out in Section 15, Part 17 of the Price List.
9.4 If OHANA issues an invoice online, it will email you when it has done so.
9.5 Unless you are disputing an invoice (see Clause11), you will pay each invoice OHANA sends you within 28 days of the date on it. You will pay the full amount in cleared funds into OHANA's bank account without any set-off, counterclaim, deduction or withholding, unless you legally have to take something off.
9.6 OHANA may reduce the number of days you have to pay each invoice from 28 days to five days, where:
9.6.1 you issue a profit warning; or
9.6.2 any Credit Agency reduces your credit rating, and
OHANA reasonably considers that this will affect your ability to pay invoices.
9.7 If you make a payment covering more than one invoice:
9.7.1 you will tell OHANA which amounts to apply to which invoices; and
9.7.2 if you do not tell , OHANA may apply the payment to any unpaid invoices at its discretion.
9.8 You will pay all Charges by direct debit, unless OHANA agrees otherwise.
9.9 You will advise OHANA promptly of any changes to your bank details that may affect payment of the Charges.
9.10 Where you do not pay by direct debit, unless OHANA tells you otherwise, OHANA will:
9.10.1 charge a payment processing fee, as set out in Section 15, Part 12 of the OHANA Price List; and
9.10.2 deduct the payment processing fee from any money received before any payment is allocated against the Charges for the Service.
9.11 As part of OHANA’s credit management procedures, may at any time:
9.11.1 require you to pay a deposit, pay the Charges in advance, or provide a guarantee as security for payment of future invoices by the means requested by OHANA; and
9.11.2 carry out a credit vet on you. You will provide OHANA or its agents with any information it or they may reasonably require for this.
9.12 Charges do not include any Transaction Taxes. If OHANA sends you a valid tax invoice, you will pay all of the Transaction Taxes due, including those OHANA has paid or will pay that is allowed, by Applicable Law, to pass on to you, and that service providers normally pass on to their customers. OHANA will not charge any Transaction Taxes on Services where you have already given OHANA a valid tax exemption certificate.
9.13 If applicable, you are liable for any Withholding Taxes (and associated interest and penalties if any) on payments to , so that the net amount receives is not less than the amount invoiced to you.
9.14 If you ask for any change to be made to the agreed billing arrangements for the Service, and that change results in additional Transaction Tax or Withholding Tax to OHANA or any OHANA Affiliate that they are unable to fully recover, then, regardless of what it may say elsewhere in this Contract, OHANA may modify the Charges to reflect the impact of the change and you will pay OHANA any additional amounts due.
10 What happens if you do not pay
10.1 If you do not pay an invoice by the date it is due and
you are not disputing the invoice in accordance with Clause 11, OHANA may:
10.1.1 charge you either:
(a) a late payment charge, which will be described in the relevant Schedule, Annex, Order or the Price List; or
(b) interest on the unpaid amount at the annual rate of 4 per cent above the Bank of England’s base lending rate at the date of calculation, or at the maximum rate allowed by Applicable Law, whichever is less. The interest will build up and be compounded each day, from the date the invoice was due to the date you pay OHANA; and
10.1.2 restrict or suspend the Service as set out in Clause 15.1.
10.2 You will pay OHANA any reasonable costs that OHANA incurs when recovering any amount you owe OHANA, including debt collection agency and legal costs.
11 Disputing an invoice
11.1 If you do not agree with something in an invoice you before you have made payment, you will give OHANA Notice within 28 days after the date of the invoice.
11.2 If you do not agree with something in an invoice you after you have made payment, you will give OHANA Notice of that dispute within six months after the date of the invoice.
11.3 You will always pay the undisputed amount of an invoice, and any disputed amount that is less than 5 per cent of the total invoice, in accordance with Clause 9.5.
11.4 We will both settle an invoice dispute in accordance with Clause 24.1 and you will pay the amount we both finally agree on within seven days of both of us agreeing it.
11.5 OHANA may still charge you a late payment charge or in accordance with Clause 10.1 for any amount that we both agree under Clause 11.4.
Protecting Information
12 Intellectual Property Rights
12.1 Intellectual Property Rights will carry on being their original owner’s property whether the rights existed before the Contract or came after it.
12.2 If OHANA provides you with Software so you can Service, gives you a non-transferable and non-exclusive licence to use the Software only for the purposes and in the manner set out in the Schedule. As well as any terms of the Contract, you will also comply with any third party terms that OHANA make known to you that apply to the use of the Software or Service.
12.3 You will not and will ensure that your Users do not, copy, decompile, modify or reverse engineer any Software, or let anyone else do that, unless it is allowed by law or OHANA has given you permission in writing.
12.4 The licence OHANA gives you in Clause 12.2 will last as long as OHANA provides you with the relevant Service.
12.5 If your use of the Service infringes, or allegedly infringes, someone else’s Intellectual Property Rights, OHANA will indemnify you for Claims, losses, costs
or liabilities brought against you as long as you:
12.5.1 tell OHANA promptly about the Claim;
12.5.2 give OHANA complete control of the
straightaway;
12.5.3 do not say anything publicly about the Claim, or do anything that harms ’s defence of it; and
12.5.4 do what you can to help OHANA with the Claim.
12.6 The indemnity in Clause 12.5 will not apply to any part of a Claim that results from or is connected with:
12.6.1 your use of any of the Service with equipment, software or another service OHANA has not supplied;
12.6.2 your modifying the Service without OHANA's permission;
12.6.3 any content, designs or specifications that have not been supplied by OHANA or on OHANA's behalf; or
12.6.4 your using the Service in a way OHANA has not agreed.
12.7 You will indemnify OHANA for any Claims, losses, costs or liabilities brought against OHANA that results from or is connected with:
12.7.1 your use of the Service with equipment, software or another service OHANA has not supplied;
12.7.2 your modifying the Service, without OHANA's permission;
12.7.3 any content, designs or specification that have been supplied by OHANA or on OHANA's behalf; or
12.7.4 your using any of the Service in a way not permitted by this Contract.
12.8 You will stop any activity that led to the Claim against OHANA as soon as OHANA gives you Notice or you become aware, that your activity was causing a Claim against OHANA and OHANA may, at OHANA's expense.
12.9.1 get you the right to carry on using the Service; or
12.9.2 modify or replace the relevant parts of the Service so that using the Service no longer infringes someone else’s Intellectual Property Rights, as long as the performance of the relevant parts of the Service is not materially affected.
12.10The indemnity under Clause 12.5 and the actions in Clause 12.9 are the only remedies you will have for Claims that your use of the Software infringes someone else’s Intellectual Property Rights.
13 Keeping things confidential
13.1 We will both keep all Confidential Information confidential and neither of us will disclose it, unless one of us needs to do that:
13.1.1 to meet our responsibilities or to receive any benefit under the Contract, and then only to our employees, agents, Affiliates, officers, directors, advisers and, foronly, ’s subcontractors and suppliers, who need toknow;
13.1.2 because Applicable Law, a government or regulatory authority, or court of competent jurisdiction says we have to and the party disclosing it will give the other as much notice as reasonably possible before any disclosure.
13.2 The party disclosing the Confidential Information in accordance with Clause 13.1.1 will ensure that the people receiving it comply with this Clause 13.
13.3 Each of us will return or destroy any of the other’s Confidential Information within a reasonable time of the other requesting this by giving Notice.
13.4 This Clause 13 will stay in place for a period of three years following the end of this Contract.
14 Data Protection
14.1 In this Contract, the following terms each have the meaning given to it in the GDPR: “Binding Corporate Rules”, “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor” and “Supervisory Authority”.
14.2 Notwithstanding any other provision in the Contract , for OHANA to provide a Service, Personal Data may be:
14.2.1 used, managed, accessed, transferred or held on a variety of systems, networks and facilities (including databases) worldwide; or
14.2.2 transferred by worldwide to the extent necessary to allow to fulfil its obligations under this Contract and you appoint to perform each transfer in order to provide the Services provided that will where necessary implement appropriate transfer mechanisms permitted by Data Protection Legislation, including:
(a) OHANA Binding Corporate Rules (for transfers among ’s Affiliates and transfers from you to
(b); and agreements incorporating the relevant standard data protection clauses adopted by the European Commission or the relevant local authority.
14.3 OHANA will be either Controller, Processor or both under Contract depending on the type of Personal Data Processed and the purpose of the Processing.
14.4 If OHANA acts as a Controller:
(a) administer, track and fulfil Orders for the Service;
(b) implement the Service;
(c) manage and protect the security and resilience of any OHANA Equipment, the OHANA Network and the Service;
(d) manage the Contract and resolve any disputes relating to it;
(e) administer access to online portals relating to the Service;
(f) compile, dispatch and manage the payment of invoices;
(g) manage the Contract and resolve any disputes relating to it;
(h) respond to general queries relating to the Service or Contract; or
(i) comply with Applicable Law;
14.4.2 OHANA will Process the Personal Data accordance with applicable Data Protection Legislation and as set out in the Privacy Policy and, where applicable, OHANA Binding Corporate Rules.
14.5.1 the subject-matter, duration, nature and purpose of the Processing, the type of Customer Personal Data and categories of Data Subjects will be set out in the applicable Annex that can be found online at www.ohana8.co.uk/terms;
14.5.2 in order to perform its obligations under the Contract, OHANA will:
(a) Process the Customer Personal Data on your behalf in accordance with your documented instructions as set out in Clause 14.5.11, except where:
(i) Applicable Law requires to Process the Customer Personal Data otherwise, in which case, will notify you of that requirement before Processing, unless to do so would be contrary to that Applicable Law on important grounds of public interest;
(ii) in OHANA’s reasonable opinion an additional instruction or a change to the instructions provided by you in accordance with Clause 14.5.11
infringes the Data Protection Legislation and will inform you of its opinion without undue delay and OHANA will not be required to comply with that instruction;
(b) to protect the Customer Personal Data against a Personal Data Breach, implement technical and organisational security measures, including those that may be set out in the Schedule, that are appropriate to the risk represented by OHANA’s Processing and the nature of the Customer Personal Data being processed;
(c) provide Notice to you without undue delay after becoming aware of a Personal Data Breach affecting the Customer Personal Data;
(d) only use the Sub-Processors approved by you by entering into the Contract or in
accordance with Clause 14.5.9; and
(e) assist you in your compliance with the Data Protection Legislation, taking into account the nature of the Processing of the Customer
Personal Data and the information available to OHANA, relating to:
(i) its obligation to respond to lawful requests from a Data Subject, to the extent practicable;
(ii) the security of the Processing of the Customer Personal Data;
(iii) notification of a Personal Data Breach affecting the Customer Personal Data to the Supervisory Authority or the Data Subjects; and
(iv)a data protection impact assessment as may be required by Data Protection Legislation and prior consultation with the Supervisory Authority, and you will reimburse ’s reasonable costs for this assistance except for the assistance set out in Clause 14.5.2(e)(iii) where a Personal Data Breach affecting the Customer Personal Data occurred as a direct result of a breach of ’s obligations set out in Clause 14.5.2(b);
14.5.3 unless Applicable Law requires to copy of the Customer Personal Data, upon expiry or termination of the Contract and at your option, OHANA will delete or return the Customer Personal Data within a reasonable time period and you will reimburse OHANA’s reasonable costs for this deletion or return of the Customer Personal Data;
14.5.4 OHANA will make available to you the demonstrating ’s compliance with its obligations set out in Clause 14.5, and, subject to 30 days’ Notice from you, allow for and reasonably cooperate with you (or a third party auditor appointed by you) to audit this compliance at reasonable intervals (but not more than once per year), so long as:
(a) the audit will:
(i) not disrupt OHANA’s business;
(ii) be conducted during Business Days;
(iii) not interfere with the interests of OHANA’s other customers;
(iv) not cause OHANA to breach its confidentiality obligations with its other customers, suppliers or any other organisation; and
(v) not exceed a period of two successive Business Days;
(b) you (or your third party auditor) will comply with OHANA’s relevant security policies and appropriate confidentiality obligations; and
(c) you will reimburse OHANA’s reasonable costs associated with the audit and, where conducts an audit of its Sub- Processors to demonstrate OHANA’s compliance with its obligations set out in Clauses 14.5, those of its Sub-Processors.
14.5.5 OHANA may demonstrate its compliance with its obligations set out in Clause 14.5 by adhering to an approved code of conduct, by obtaining an approved certification or by providing you with an audit report issued by an independent third party auditor (provided that you will comply with appropriate confidentiality obligations and not use this audit report for any other purpose);
14.5.6 OHANA will not disclose Customer Personal a third party unless required for the performance of the Service, permitted under the Contract or otherwise required by Applicable Law;
14.5.7 OHANA will ensure that persons authorised by OHANA Process the Customer Personal Data will be bound by a duty of confidentiality;
14.5.8 OHANA may use Sub-Processors in accordance Clause 26.2 and will ensure that data protection obligations in respect of Processing Customer Personal Data equivalent to those set out in Clause 14.5 will be imposed on any Sub-Processors;
14.5.9 OHANA will inform you of proposed changes to Sub-Processors from time to time by either:
(a) providing you with online notice of the intended changes at www.ohana8.co.uk/terms and you will have 30 days starting from thefirst Business Day of the calendar month following the date of the online notice to object to the change; or
(b) giving you Notice in accordance with Clause 25 and you will have 30 days starting from the date of the Notice to object to the change, and if you do not object in accordance with Clauses 14.5.9(a) or 14.5.9(b), you will be deemed to have authorised the use of the new Sub- Processors;
14.5.10 you may object to the use of a new Sub- Processor by giving Notice in accordance with Clause 25 documenting material concerns that the Sub-Processor will not be able to comply with the Data Protection Legislation, and if such Notice is received within the time required by Clause 14.5.9, we will address your objection in accordance with the process set out in Clause 24.1 and may use the relevant Sub-Processor to provide the Service until the objection is resolved in accordance with Clause 24.1;
14.5.11 the Contract contains your complete instructions to OHANA for the Processing of Customer Personal Data and any additional instructions or changes to the instructions will be incorporated into this Contract in accordance with Clause 31 to take account of any resulting change in the Charges or the Service;
14.5.12 you will comply with applicable Data Protection Legislation and will fulfil all the requirements necessary for the provision of the Service by , including providing any notifications and obtaining any regulatory approvals or consents required when sharing Personal Data with OHANA; and
14.5.13 you will only disclose to OHANA the Personal Data that OHANA requires to perform the Service.
14.6 Where each party acts as a Controller in relation to the Processing of Personal Data under the Contract, the parties will not act as joint Controllers (as defined by Data Protection Legislation) in relation to such Processing.
14.7 If, in accordance with Clause 32, OHANA proposes amendments to reflect changes to OHANA’s security measures, policies and processes to enable OHANA to comply with the Data Protection Legislation, you will act reasonably and in good faith.
Ending the Service or the Contract
15 When may restrict or suspend the Service
15.1 OHANA may restrict or suspend the Service:
15.1.1 if OHANA needs to do Maintenance;
15.1.2 to implement a change under Clause 5.2;
15.1.3 if you do not pay OHANA on time and in the way described in Clause 9.5; and
15.1.4 if OHANA reasonably believes:
(a) you have not complied with the Acceptable Use Policy or Compliance Obligations; or
(b) it needs to in order to protect the integrity or security of the Network.
15.2 If OHANA restricts or suspends the Service because of the reasons in Clauses 15.1.3 or 15.1.4:
15.2.1 you will still have to pay the Charges that are payable for the Service until the Service ends;
15.2.2 OHANA may apply a Charge, to start the Service again; and
15.2.3 Prior to starting the Service again, OHANA reserves the right to require you to pay the Charges that are payable for the Service until the Service ends direct debit.
15.3 OHANA may suspend the Service if you do not pay what owe under any other contract that you have entered into with , as set out in that other contract.
15.4 If OHANA decides to restrict or suspend the Service for the above reasons, it will let you know beforehand as soon as it reasonably can.
16 Cancelling an Order before the Service Start Date
16.1 You can cancel an Order by giving OHANA Notice, as long as the Notice reaches before the Service Start Date. 16.2 If you cancel an Order in accordance with Clause 16.1,
16.2.1 if the cancellation has any impact on volume commitments or otherwise affects the agreed Charges, OHANA may amend the Charges to reflect this; and
16.2.2 you will pay OHANA the Cancellation Charges are described in the Schedule. If there are no Cancellation Charges in the Schedule, but has incurred any costs in order to get ready to provide your Service, including cancellation charges from one of OHANA’s subcontractors or suppliers or other costs payable to a third party, you will pay those costs that are reasonable in accordance with Clause 9.5.
17 If either of us want to terminate the Contract or the Service
17.1 Either of us at any time on or after the relevant Service Start Date can terminate the Contract in whole or in part by giving Notice in accordance with Clause 17.2 and we will each have to pay the other the amounts set out in Clause 21.
17.2 The required Notice period for terminating under Clause 17.1 is:
17.2.1 as set out in Part A of the Schedule; or
17.2.2 if it is not set out in the Schedule, 90 days.
17.3 As long as you pay the amounts set out in Clauses 21.1 and 21.2 you may, if OHANA agrees, give OHANA Notice as set out in Clause 17.1 with either:
17.3.1 a shorter Notice period than as set out in Clause 17.2; or
17.3.2 with no advance Notice period.
18 Terminating the Contract when something has gone wrong
18.1 Either of us may terminate the Contract in whole or in part straightaway by giving the other party Notice to terminate if:
18.1.1 the other materially breaches the Contract and, where it is possible, they do not put the situation right within 30 days after Notice of their breach;
18.1.2 the other materially breaches the Contract and the situation cannot be put right; or
18.1.3 an Insolvency Event applies to the other, and we will each have to pay the other the amounts referred to in Clause 21.1.
18.2 OHANA may terminate the Contract, if you do not pay you owe under any other contract that you have entered into with , as set out in that other contract, and you will have to pay the amounts referred to in Clause 21.1.
19 Terminating the Contract if there is an event beyond either of our control
19.1 If a Force Majeure Event means the Service is completely and continuously unavailable for more than 30 consecutive calendar days, either of us can terminate the Contract straightaway by giving the other Notice, as long as the Force Majeure Event is still having an effect when the Notice is received, and we will each have to pay the other the amounts referred to in Clause 21.1.
19.2 If the Force Majeure Event has ceased before any Notice to terminate is received by one of us, the right set out in Clause 19.1 will end and the Notice will have no effect.
20 What happens when the Contract is terminated
If the Contract, a Service or any Order is cancelled, terminated or expires, for any reason, it will not affect any rights that either of us have up to that point.
21 What we both need to pay when the Contract is terminated
21.1 If:
21.1.1 the Contract, any Service or any Order is cancelled, terminated or expires, for any reason, including termination under Clause 19.1, each of us will immediately pay the other any money and interest that is due on the date of termination;
21.1.2 the Contract is terminated in whole or in part in accordance with Clause 18.1.3, the party terminating may alternatively set off any amounts due under this Contract or any other contract between us.
21.2 If you terminate the Contract, the Service or any Order using your rights set out in Clause 17, you will pay OHANA:
21.2.1 the Termination Charges (unless you terminate because has made a change to the Contract that causes you material detriment, in which case the terms set out in the Schedule will apply); and
21.2.2 all Charges for the Service that are or would have been performed during the Notice period set out in Clause 17.2 whether or not the Notice period is actually given.
If Something Goes Wrong
22 How far each of us can be held responsible
22.1 The Contract excludes, as far as the law allows, any warranties, conditions or other terms that might be implied by statute or common law.
22.2 Nothing in the Contract excludes or limits the liability of either of us for:
22.2.1 death or personal injury caused by either of us being negligent;
22.2.2 fraud or fraudulent misrepresentation; or
22.2.3 any other liability that cannot be excluded or limited under Applicable Law.
22.3 Other than for those matters set out in Clause 22.2, neither of us will be held liable, regardless of how that liability arose, under or in connection with the Contract, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, for:
22.3.1 any of the following losses, no matter if those losses are direct or indirect:
(a) loss of profit, revenue or anticipated savings;
(b) loss of business or contracts;
(c) loss of good will;
(d) loss from wasted expenditure, wasted time, or business interruption;
(e) loss, destruction or corruption of data;
(f) liability to any third parties unless a Clause in the Contract says something different; and
(g) any special, indirect or consequential loss or damage.
22.4 Other than for those matters set out in Clause 22.2 and Clause 22.5, the total liability of either of us, regardless of how that liability arose and regardless of the number of claims, under or in connection with the Contract, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, will be limited to the greater of 22.4.1 £10,000, and
22.4.2 an amount equal to:
(a) where the first incident occurs in the first 12 months of the Contract, the Charges that were paid or payable by you, or would have been paid or payable by you had the incident not occurred, for the first 12 months from the Effective Date; or
(b) where the first incident occurs at any other time, the mean of the monthly Charges that were paid or payable by you, from the Effective Date to the date when the first incident occurred, multiplied by 12.
22.5 Your obligations to:
22.5.1 pay any Charges including any interest payable under Clause 10.1.1(b) and any taxes due in connection with the Charges, together with any interest, fines and penalties payable due to your failure to correctly withhold and pay the taxes where applicable;
22.5.2 refund any Service Credits; or
22.5.3 pay any Termination Charges, are in addition to and will not be counted towards the limitations set out in Clause 22.4.
22.6 Regardless of what it may say elsewhere in the Contract, both of us will take reasonable steps to mitigate each of our losses, even where that loss occurs as a result of anything that may give rise to a Claim under an indemnity.
22.7 If fails to meet a Service Level and this means that you are entitled to Service Credits, the only remedy available to you for that failure will be to receive those Service Credits, except when OHANA's failure amounts to material breach of the Contract, in which case, OHANA will take the value of any Service Credits given from the amount agreed as payable by OHANA in accordance with Clause 24.1 or awarded by a court of competent jurisdiction.
22.8 OHANA recommends that you obtain business continuity (or other) insurance that is appropriate for the nature of your business, just in case something goes wrong.
22.9 Provided OHANA has complied with its obligation set Clause 5.1.6, OHANA will not be held responsible for any loss or damage caused by unauthorised access to any part of the OHANA Network.
23 Force Majeure Events
23.1 If there is a Force Majeure Event the party whose performance is affected by the Force Majeure Event will:
23.1.1 take all reasonable steps to find a solution by which the Contract may be performed despite the continuance of the Force Majeure Event;
23.1.2 inform the other party as soon as it reasonably can on the nature and extent of the Force Majeure Event affecting the Service and the reasonable steps which are being taken to find a solution by which the Contract may be performed despite the continuance of the Force Majeure Event;
23.1.3 not be liable for failing to do something they should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event;
23.1.4 get a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event; and
23.1.5 still be liable for any breaches of Contract prior to the Force Majeure Event where the other party has used their rights set out in Clause 18.
23.2 Nothing in this Clause 23 affects your obligation to pay OHANA any amounts payable under the Contract on time and in the way described in Clause 9.5.
24 Settling disputes
24.1 We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to this Contract, and to avoid having to get the courts or regulatory authorities involved.
24.2 OHANA will try to resolve any complaint or dispute that you may have with OHANA in accordance with the procedure set out in Clauses 24.3 to 24.5 below. If the matter is not resolved through that procedure, then either of us may refer it to adjudication, where appropriate, in accordance with the details set out in OHANA’s Customer Complaints Code set out at www.ohana8.co.uk/complaint copies of which are available on request.
24.3
We will both use the following dispute resolution process:
24.3.1 whichever of us is affected will provide Notice of the complaint that clearly sets out the full facts and includes relevant supporting documents;
24.3.2 we will both use reasonable endeavours to settle the dispute within 14 days of getting the complaint and will make sure to give regular updates to the other during the 14 days;
24.3.3 if the dispute is not settled after 14 days (or any other period agreed by both of us in writing), the dispute can be escalated to a senior executive of either of us (someone at vice president level or above); and 24.3.4 if the dispute is still not settled 14 days after it is escalated, we will both consider mediation as set out in Clause 24.4.
24.4 After complying with Clause 24.3, either of us may, by giving Notice to the other, propose a mediator, in which case:
24.4.1 unless we both agree to another date, the other party will either confirm their acceptance of the mediator or propose another mediator within 15 days of the date of the Notice;
24.4.2 if both of us cannot agree on the choice of mediator within a further 15 days, the mediator will be appointed by the London Court of International Arbitration or an equivalent independent body;
24.4.3 unless we both agree otherwise, any mediation will happen in London, in English; and
24.4.4 unless we both agree otherwise, we will both share the costs of mediation equally.
24.5 Nothing in this Clause 24 stops either of us:
24.5.1 seeking interlocutory or other immediate relief if one of us is at risk of imminent harm, unless something in the Contract already provides an adequate remedy;
24.5.2 going to a court of competent jurisdiction if either of us considers it reasonable; or
24.5.3 doing anything else this Contract lets us do.
Everything Else
25 Sending Notices under the Contract
25.1 If one of us needs to give the other Notice, they will do it in writing, in English and:
25.1.1 send it by email, in the case of Notices from OHANA to you only;
25.1.2 deliver it by hand; or
25.1.3 send it by pre-paid post, recorded delivery or courier.
25.2 Notices need to be sent to:
25.2.1 OHANA, at the postal address shown on the or any other address that tells you to send Notices to; or
25.2.2 you, at the address that you ask to send invoices to, the address of the Site, your primary email address, or, if you are a limited company, your registered office address as of the date of the Notice or any other address or email address you tell OHANA to use by giving Notice to OHANA.
25.3 If either of our contact details change, we will both tell the other straightaway by giving Notice.
25.4 The recipient is deemed to have received the Notice on the date (or if the date is not a Business Day, then on the next Business Day):
25.4.1 of transmission, if it is an email;
25.4.2 the Notice is left at the address or someone signs for it on behalf of the addressee, if it is delivered by hand or sent by courier; or
25.4.3 three days after posting, if it is sent by pre-paid post or recorded delivery.
26 Transferring to another party
26.1 Either of us may assign the benefit of the Contract to an Affiliate by giving the other Notice, but if either of us chooses to assign the benefit of the Contract to an entity that is not an Affiliate, they need to get the other’s permission in writing beforehand.
26.2 OHANA may subcontract any of ’s responsibilities Contract to another entity, including to a OHANA Affiliate, but if it does, it will still be responsible to you under the Contract.
26.3 If OHANA subcontracts the performance of any of OHANA's rights or obligations to a OHANA Affiliate as described in Clause 26.2, you will, once you receive Notice from , deal directly with the Affiliate for ordering, provisioning or maintaining the Service.
26.4 By giving you Notice, can novate the Contract, Service or an Order to OHANA a Affiliate. If OHANA does, all OHANA’s rights, responsibilities and liabilities will transfer to the OHANA Affiliate and you will need to deal with the Affiliate instead of as OHANA will no longer be a party to the Contract in relation to the relevant Service.
26.5 Either of us can assign or transfer our right to collect payments, receivables or other assets arising as a result of the Contract.
27 Third parties’ rights
A person who is not a party to the Contract will not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract, even if a term seems to give the party a particular benefit.
28 No partnership or agency arrangement
Unless a Clause in the Contract says something different, the Contract does not:
28.1 set up any partnership, exclusive arrangement or joint venture between us;
28.2 make one of us the agent of the other; or
28.3 authorise either of us to enter any commitments for, or on the behalf of, the other.
29 No waiver
If either of us does not do, or delays doing, something that this Contract allows, they will not have waived their right to do it, unless the Contract says something different.
30 What happens if part of the Contract is illegal, invalid or unenforceable
30.1 If any court of competent jurisdiction finds that any part of the Contract is illegal, invalid or unenforceable, that part will be considered removed, but no other part of the Contract will be affected.
30.2 If any illegal, invalid or unenforceable part of the Contract would be legal, valid or enforceable if part of it were removed, we both will negotiate in good faith to change the Contract so it reflects what we both originally intended as much as possible.
31 Service Amendment
31.1 You may request, by giving Notice, a change to:
31.1.1 an Order for the Service (or part of an Order) at any time before the applicable Service Start Date; or
31.1.2 the Service at any time after the Service Start Date, and where OHANA agrees to change you will pay any additional Charges.
31.2 OHANA has no obligation to proceed with any change that you request in accordance with Clause 31.1.
31.3 If OHANA changes a Service prior to the Service because you have given OHANA incomplete or inaccurate information, OHANA may, acting reasonably, apply additional Charges.
32 Making changes to the Contract
OHANA may make changes to the Contract as set out in the Schedule.
33 After the Contract ends
At the end of the Contract, provisions in the Contract that we both expect to remain in place after it ends will stay in place.
34 The Contract stands on its own
34.1 The Contract sets out the whole agreement between both of us and replaces any previous communication between us.
34.2 Your own standard terms are not part of the Contract even if you provided them to before signing the Contract, or if you send them to OHANA or refer to them in an Order.
34.3 By agreeing the Contract, each of us acknowledges they have not relied on any representation, warranty, collateral contract or other assurance (made negligently or innocently) except for the ones in the Contract. Each of us also waives all rights and legal remedies they might have had if it were not for this Clause 34.
35 Choice of law and courts
35.1 The laws of England and Wales will apply to the Contract and any disputes or claims in connection with it or our relationship, including non-contractual ones.
The part of your agreement that covers the services we provide, including broadband and phone
1.Service Description
Service overview
1.1 The service provides high speed network access in the United Kingdom to the Internet, together with a range of Internet services, helpdesk services and applications, for business purposes as set out at www.ohana8.co.uk/termsandconditions and will be provided to the Customer at the site.
1.2 The service may be ordered either by telephone or online a www.ohana8.co.uk or via OHANA's approved third-party channels.
1.3 Where equipment is provided under the contract, clause 2.1 of the Business General Terms will not apply to that equipment.
1.4 For any equipment supplied under the contract: 1.4.1 risk passes and acceptance takes place at the time of delivery;
1.4.2 title in equipment passes to the Customer on payment of the charges as detailed in the Charges Schedule at which point the equipment becomes Customer equipment, however title in any equipment supplied without charge remains with OHANA as OHANA equipment;
1.4.3 until title passes the Customer undertakes not to sell, charge, assign, transfer or dispose of or part with possession of or encumber the equipment in any way;
1.4.4 OHANA does not guarantee the continuing availability of any equipment and OHANA reserves the right to add to, substitute or to discontinue any equipment; and
1.4.5 it is the Customer's responsibility to satisfy itself as to the suitability of the equipment for its needs.
1.5 If the Customer does not wish to use OHANA provided equipment with the service, the Customer can connect their own equipment once OHANA has proved the service to be working. The Customer is responsible for ensuring that its equipment is compatible with the service.
Service start date
1.6 Before OHANA can be certain that it can provide the Customer with the service, it needs to successfully complete a line test and/or survey. If the line test and/or survey reveal that OHANA cannot provide the service to the Customer, OHANA will notify the Customer as soon as possible and the contract for the service will be cancelled immediately without liability to either party.
1.7 The service start date is the date OHANA advises the Customer the service has been activated.
Minimum period
1.8 The service will have a minimum period of: 1.8.1 12 or 24 months for fibre-based service options; or
1.8.2 12 or 24 four months for non-fibre-based options, from the service start date depending upon the minimum period that the Customer agrees to when it applies for the service.
2. Service Levels
Faults in the service
2.1 OHANA will provide the Customer with the service care level applicable to the service option selected.
Standard Care service level
2.2 For the Standard Care service level OHANA aim to respond to faults within 8 hours. However, there is no Service Level Guarantee (SLG) on fault resolution.
Enhanced Care service level
2.3 For the Enhanced Care service level OHANA commits to a 1 "working hour" response for all technical support enquiries relating to OHANA Business Broadband. Responses will be made via an email or telephone.
2.4 OHANA commits to a 24 "working hours" resolution for any fault found to have originated with the OHANA Business Broadband.
2.5 OHANA Enhanced Care Business Broadband includes a SLG. A qualifying fault under the SLG is defined as a customer having no end-to-end IP connectivity between the Internet and customer's customer premises equipment (CPE) at the customer's premises.
2.6 The SLG clock starts when the customer raises a fault either via the Telephone or Email. 2.7 The SLG clock can be suspended due to the following reasons and suspended time will be excluded from the total fault time:
2.7.1 Fault passed back for retest: OHANA believes the fault to be resolved and require confirmation from the end user via a retest.
2.7.2 Further diagnostics required: OHANA requires further end user diagnostics in order to progress the fault.
2.7.3 Awaiting customer visit appointment: The fault clock will be suspended whilst the appointment is arranged between the customer and OHANA and until the completion of the engineer visit.
2.7.4 No access to Customer premises at appoint- ment slot: The fault clock will be suspended until a new appointment is made.
2.8 The response and resolution time is measured from the moment an online ticket reference is created, either by the Customer via the portal or by an analyst over the telephone.
2.9 The fault will be closed and the fault clock stopped once the customer informs OHANA that the fault has been cleared or after 5 working days, whichever is the earlier.
2.10 The OHANA Enhanced Care service provides guaranteed response and resolution service levels to Faults on the Business Broadband service provided by OHANA.
Speed
2.11 If, 10 days after the Customer's service is up and running, the Customer is always getting broadband speeds slower than the estimated speed range OHANA provided when the Customer signed up, OHANA will try to improve the speed.
2.12 If the Customer is not receiving the broadband speed we estimated, OHANA will try to improve the service the Customer is receiving. OHANA may provide the Customer with instructions on checks the Customer must make in their premises. We may also arrange for an engineer to visit their premises, if required, to improve their service. If after the Customer has followed OHANA's instructions to improve their speed, where:-
2.12.1 the Customer signed up, changed product or moved premises since 1 December 2022, and their speed is still regularly lower than the "Minimum Guaranteed Speed" we provided to the Customer; or
2.12.2 the Customer signed up, changed product or moved premises between 1 October 2022 and 1 December 2022, and their line speed is still regularly lower than the last "Minimum Guaranteed Access Line Speed" provided to the Customer; or
2.12.3 the Customer signed up before 1 December 2022, and has not changed their product or moved premises since then, or the Customer last changed their product or moved premises before 1 December 2022, and the line speed is still significantly lower than the last estimated speed range OHANA provided to the Customer.
If the fault can't be resolved within at least 30 days, the Customer will be entitled to end our agreement for the service without paying any applicable early termination charges or cease fees. However, OHANA will not refund the Customer for the use of the service during the period between the date OHANA began providing services to the Customer and the end of our agreement.
2.13 This right is in addition to any other legal rights you may have to cancel our agreement. 2.14 The service levels apply exclusively to OHANA Broadband (both fibre and non-fibre). 2.15 The service levels do not apply to other associated services including (but not limited to) email, webspace or any other additional service provided with OHANA Broadband.
2.16 The service levels do not apply to any equipment connected to the circuit or OHANA network irrespective of whether or not it has been supplied by OHANA.
2.17 The Customer must register the fault either by calling the OHANA Business Support helpdesk. OHANA do not accept fault reports via email or any other means.
2.18 The Customer will provide a nominated contact to which all fault updates will be communicated.
2.19 The Customer agrees to supply OHANA with all necessary data to prove the existence of a fault and provide reasonable assistance to the OHANA analyst in determining the cause and condition of the fault throughout the duration of the fault.
2.20 The Customer must be available to provide access to the affected site premises 24/7 in cases where an engineer visit is required to fix the fault.
2.21 The OHANA Enhanced Care service level applies once the provision order has been completed and is activated on the account (this can take up to 5 working days). Only faults raised after this will be dealt with under the Enhanced Care service level.
2.22 A 30-day notification period for cancellations is required.
2.23 Where OHANA fails to meet the service levels as set in paragraphs 2.3 to 2.10 of this Business Broadband service schedule OHANA agrees to compensate the Customer with a maximum of £25 as a service credit. The service credit will be applied in the form of a credit against the advanced subscription fee for the OHANA Broadband line affected.
2.24 Compensation is limited to the service credit. The Customer acknowledges that payment of service credit(s) is in full and final settlement for failure by OHANA to achieve the service levels set out as set in this paragraph 2.3 to 2.10 of this Business Broadband service schedule, and is the Customer's sole remedy for such failure.
2.25 Any claims must be registered via the OHANA Support Team within 5 working days of OHANA's notification that the fault has been resolved.
2.26 Service credits are limited to a maximum of one month's subscription fee in any calendar month regardless of the number of faults registered by the Customer in any calendar month. 2.27 The Customer can only make one claim against each fault.
2.28 OHANA is under no obligation to guarantee service credits will be issued against every claim. Each claim will be assessed on a case-by-case basis. 2.29 OHANA will use only OHANA's performance and availability information in order to determine whether a fault, as defined in paragraph 2.5 of the Business Broadband service schedule above and subject to any exclusions set out in paragraph 2.30 of this Business Broadband service schedule below, has occurred. OHANA's decision on this shall be final.
2.30 Claims will not be issued when a fault is caused by the following:
2.30.1 loss of OHANA Broadband service resulting from scheduled maintenance that may affect service availability. OHANA reserves the right to perform essential maintenance on its network that may affect service availability. OHANA will make reasonable endeavours to notify the Customer of such maintenance via www.ohana8.co.uk;
2.30.2 where the cause of a fault has been identified as being a malicious act or otherwise through the actions of either the Customer or another OHANA user that is found to be in breach of the Acceptable Usage Policy (AUP), service schedule or Business General Terms;
2.30.3 if a fault was caused by the misuse or interference with the OHANA supplied service which is beyond the control of OHANA; or
2.30.4 if a fault was caused by data transmission originating from customer equipment.
2.31 The service levels apply to the OHANA Business Broadband only.
Faults in the equipment
2.32 If, during the guarantee period, OHANA is notified of a fault in the equipment which is due to faulty design, manufacture or materials, or the negligence of OHANA, OHANA will where necessary by arrangement with the Customer, replace or (at its option) repair the faulty part free of charge provided that:
2.32.1 the equipment has been properly kept, used and maintained in accordance with the manufacturer's or OHANA's instructions, if any, and has not been modified except with OHANA's written consent;
2.32.2 the fault is not due to accidental or wilful damage; interference with or maintenance of the equipment by persons other than OHANA;
2.32.3 the fault is not due to faulty design by the Customer where the equipment has been manufactured to the Customer's design; or
2.32.4 the equipment has not been tampered with so as to invalidate the guarantee.
2.33 This guarantee does not cover fair wear and tear.
2.34 Where the equipment is installed by the Customer, the Customer will normally be required to return faulty equipment to OHANA (where necessary, by arrangement with the Customer), unless OHANA agrees otherwise in writing.
2.35 If the Customer reports a fault and OHANA finds there is none or the fault falls outside paragraphs 2.32 and 2.33 of this Business Broadband Service Schedule, OHANA may apply a charge as set out in the Charges Schedule.
Software faults
2.36 OHANA does not warrant that software supplied under the contract will be free of faults or that its use will be uninterrupted, but OHANA will remedy those defects which significantly impair performance (where necessary by arrangement with the Customer) within a reasonable time.
Engineer Appointments
2.37 If OHANA have arranged an engineer visit at a time pre-confirmed with the Customer, and the Customer is without service by reason of a fault with the service, or due to a delayed installation, the Customer may be entitled to claim back charges relating to the service which have accrued during the period when the service is unusable ('compensation') if OHANA or our agents fail to keep that appointment with you. Any compensation will be calculated on a pro-rata basis in accordance with the Customer's subscription fees only.
2.38 Any compensation awarded relating to paragraph 2.37, will be payable solely as a credit against the Customer's next monthly invoice and in accordance with the following general terms: 2.38.1 the maximum compensation claimable for each line is £150 per annum;
2.38.2 compensation is payable entirely at OHANA's discretion and will be given as a gesture of goodwill not as an admission of liability; and 2.38.3 OHANA's liability for any fault in the service or delay in installation of the service shall be limited to the compensation. The Customer agrees that payment of any compensation shall be in full and final settlement of any loss or damage suffered by the Customer as a result of any failure to provide the service.
2.39 Compensation cannot be claimed in accordance with paragraph 2.37 of this Business Broadband service schedule in the following circumstances:
2.39.1 the Customer has not made a claim for compensation within 30 days of the delayed installation of the service or within 30 days of the fault being reported to OHANA; or the failure is due to an outage which is not isolated to the Customer's line, for example network wide outage;
2.39.2 matters beyond OHANA's reasonable control as stated in clause 9.2 of the Business General Terms;
2.39.3 OHANA suspend the Customer's service in accordance with paragraph 6.4 of the Business General Terms or the Customer is in breach of any term of the agreement;
2.39.4 through no fault on OHANA's part, OHANA is unable to carry out any necessary work on the Customer's premises; OHANA is unable to gain access to the Customer's premises; OHANA is unable to agree an appointment date; the work is aborted; or OHANA requires information or assistance from the Customer but is unable to gain this assistance or information; or
2.39.5 OHANA rearranges the engineer appointment prior to the agreed appointment time.
3. Responsibilities of the Customer and OHANA General
3.1 Depending on the service option selected, the Customer will need a OHANA enabled phone line. This phone line may be provided by OHANA directly or by another provider of the Customer's telephone services. The Customer needs to be the account holder or have the written authority from the account holder to use the phone line for the service.
3.2 The Customer will need to provide a suitable location (including adequate ventilation) at the site for any OHANA equipment and Customer equipment.
3.3 The Customer must access the service through the software or in an alternative way permitted by OHANA, and the Customer must not attempt to circumvent any security measures in the service.
4. Charges
General
4.1 The Customer must pay the charges for the service and for any equipment that it purchases from OHANA. These charges are set out in the relevant Charges Schedule.
4.2 OHANA will not send paper bills to the Custom- er (unless required to by applicable law or regulatory guidance). All bills are available via e-billing.
4.3 Payment is due on the Customer's bill date.
4.4 If the Customer changes service to another OHANA Business Broadband service, there will be no charge however the Customer may be required to start a new contract (with a new minimum term).
4.5 Unless otherwise agreed by the Customer, payment will be made by monthly Direct Debit or debit and credit card.
Excess construction charges
4.6 If OHANA determines that additional infrastructure is required to enable the Customer to receive the service, OHANA will inform the Customer by notice in writing of the excess construction charges to apply.
4.7 The Customer will have a period of 28 days from the date of the notice within which to accept the charges. Failure to accept the charges within this timescale will result in the Customer's order for the service being cancelled without liability to either party.
4.8 Where the Customer accepts the charges, but subsequently cancels the order prior to installation of the service, the Customer will have to pay OHANA for any work completed or committed to, together with a cancellation charge as set out in the Charges Schedule.
Abortive visit charge
4.9 OHANA reserves the right to raise an abortive visit charge as set out in the Charges Schedule in the following circumstances:
4.9.1 an engineer attends an incorrect address provided by the Customer;
4.9.2 an engineer arrives to carry out the installation at the address provided by the Customer, but the Customer no longer wants the installation completed or, having previously chosen to be present at the time of installation, the customer does not attend;
4.9.3 when entry is refused at the site, or no access can be gained at the appointed time agreed between OHANA and the Customer;
4.9.4 if OHANA is delayed in its installation activities because the Customer fails to make equipment that OHANA has despatched to the Customer for installation purposes available at the site;
4.9.5 if the engineer attends on site and finds that the location and/or environment provided by the Customer for the OHANA equipment and/or Customer equipment is not suitable; or
4.9.6 if the Customer provides OHANA with less than 24 hours’ notice of an amendment to, or cancellation of, its order.
Usage charges
4.10 If the service option selected by the Customer includes a monthly usage allowance, then the allowance will expire at the end of each calendar month and cannot be transferred to a subsequent month if unused. OHANA will notify the Customer once it has reached 80% and 100% of its allowance. If the Customer subsequently exceeds its allowance, OHANA reserves the right to charge the Customer for its extra usage in accordance with the charges set out in the Charges Schedule, or end the contract in accordance with clause 6 of the Business General Terms, or upgrade the Customer to another service option that is better suited to the Customer's usage.
Cancellation charges
4.11 The cancellation charges referred to in clause 6.1 of the Business General Terms are set out in the Charges Schedule.
Early termination charges
4.12 The termination charges referred to in clause 6.6 of the Business General Terms are set out in the Charges Schedule.
5. Additional conditions
Temporary loss of service
5.1 During activation of the service, the Customer may experience a temporary loss in its telephone service. This is because the Customer's existing connection needs to be replaced to allow it to access the service.
5.2 Further to clause 2.4 of the Business General Terms, the Customer will obtain at its cost any permission needed for OHANA to put any OHANA equipment on the site. Permissions may include that of landlords and/or any necessary planning consent. In addition to the indemnity set out in paragraph 5.15 of this Business Broadband service schedule, the Customer will be liable to OHANA if OHANA incurs any other costs as a result of the Customer's failure to obtain necessary permissions.
5.3 Depending on the fibre broadband option selected;
5.3.1 OHANA Equipment required to provide the service is connected to the Customer's master telephone socket; or
5.3.2 OHANA Equipment required to provide the service is installed both to the outside of the Customer's site and within the site (optical termination point).
5.4 If an optical termination point is fitted, a battery backup unit will be installed. 5.5 OHANA can provide and install a data extension kit up to 20 metres in length at no additional charge, should the Customer require OHANA equipment to be located at a distance from the main master telephone socket or optical termination point. The route the data extension kit will run will be agreed between the engineer and the Customer at the time of installation.
5.6 If the Customer chooses to connect their own equipment to fibre broadband, instead of the router offered by OHANA as part of its OHANA Business Broadband product, OHANA cannot offer any support to set up your fibre broadband and you will need to contact your router provider for support. As some routers can be locked to a specific provider and there can be other issues with the compatibility of other routers, we strongly recommend that you use one of our routers where we can provide full support. 5.7 Where a battery back up unit is installed the Customer is responsible for the ongoing replacement of batteries.
Return of equipment
5.8 OHANA may require the Customer to return to it: 5.8.1 any equipment provided with the service if the contract is cancelled or ended under clauses 6 or 9.3 of the Business General Terms; or
5.8.2 any faulty equipment if the Customer has been provided with equipment by OHANA to replace faulty equipment, such equipment must be returned to OHANA in the prepaid postage package OHANA sends to the Customer. If the Customer does not return the equipment to OHANA within 14 days of receiving the prepaid postage package, the Customer may be charged for the equipment (at the charges set out in the Charges Schedule), postal charges for both initial despatch and the prepaid return package and a reasonable administration charge.
5.9 Any infrastructure or OHANA equipment including battery back up unit, installed under this contract will remain in-situ at the site following the ending of the contract for any reason.
Network management
5.10 In exceptional circumstances OHANA may take action to manage network performance during periods where there is high demand which may include line speed reductions, application and protocol management. This may include prioritising particular types of Internet traffic.
Static IP addresses
5.11 If the Customer chooses to opt for static IP or a range of static IP addresses provided by OHANA: 5.11.1 OHANA is not responsible under the contract for providing any technical or other support to the Customer's Local Area Network; 5.11.2 the IP addresses that are allocated to the Customer are for use in connection only with the service and the Customer will not gain any ownership rights in those IP addresses. The Customer must not sell them or agree to transfer them to anyone else or try to do so; and 5.11.3 if the contract is terminated for any reason the IP addresses will revert to OHANA.
Website(s) 5.12 Where the service allows, the Customer may be able to set up its own website(s) as part of the service. If the Customer does so, the Customer: 5.12.1 is responsible for the material that it or anyone else puts on its website(s);
5.12.2 must include its contact details (e.g., email address) clearly on its website(s); 5.12.3 must ensure that material on its website(s) and the use of it must not in any way be unlawful; and 5.12.4 must in particular ensure that all necessary licences and consents (including those from owners of copyrights, performing rights and any other relevant intellectual property rights) have been obtained.
Indemnity
5.13 The Customer will indemnify OHANA against any claims that are brought or threatened against OHANA by a third party because the Customer has failed to obtain necessary permissions as required by paragraph 5.2 of this Business Broadband service schedule.
Resale
5.14 The service and software is provided solely for the Customer's own use and the Customer will not resell or attempt to resell either (or any part or facility of it) to anyone else.
Notices
5.15 In addition to the addresses stated in clause 9.13.1 of the Business General Terms, notices may be delivered to the Customer at the primary email address that OHANA provides to the Customer on registration for the service.
5.16 OHANA at its discretion may also notify the Customer of any changes that OHANA makes to the contract under clause 5 of the Business General Terms at the primary email address that OHANA provides to the Customer on registration for the service.
Premises moves
5.21 Office or premises moves are subject to the moving home and office guide. 5.22 Customers will be liable to pay the charges as listed in the Charges Schedule or the moving home and office guide
5.23 The Customer acknowledges that they may experience an interruption to their service during an office or premises move and will not hold OHANA liable for any loss of service during this time.
1 Service Summary
OHANA will provide you with either a cloud-based voice over internet (VoIP) service or a combination of the cloud-based voice over internet (VoIP) service and a SIP based service with an onsite PBX, enabling you to combine the traditional PBX functionality together with the flexibility of cloud-based services such as voice, on-net video and collaboration facilities, comprising:
1.1 the Standard Service Components; and
1.2 any of the Service Options as set out in any applicable Order, up to the point of the Service Management Boundary as set out in Paragraph 4 (“OHANA Cloud Voice and Cloud Voice SIP-T Service”).
2 Standard Service Components
OHANA will provide you with the following standard service components (“Standard Service Components”) in accordance with the details as set out in any applicable Order: 2.1 User Feature Pack Licence 2.1.1 OHANA SIP-T Essentials: OHANA will provide a User Feature Pack Licence for each SIP trunking PBX User that will enable them to make and receive voice calls over an internet connection in the UK, and/or
2.1.2 OHANA Cloud Voice Licence: OHANA will provide one of the following User Feature Pack Licences for each Hosted Cloud User
(a) OHANA Cloud Voice Express;
(b) OHANA Cloud Voice Centrex;
(c) OHANA Cloud Voice App (Webex);
2.2 Customer Portal: OHANA will provide you with a right to access and use a secure shared web portal to view information, manage and administer the OHANA Cloud Voice and Cloud Voice SIP-T Service.
2.3 Geographical Number: OHANA will allocate new Geographical Number (s) or port existing Geographical Number(s) to you in accordance with Paragraph 7.22.
3 Service Options
OHANA will provide you with any of the following options as set out in any applicable Order (“Service Options”) and in accordance with the details as set out in that Order:
3.1 User Add-on Licences;
3.1.1 CRM Integrator 3.1:
(a) you will integrate and set-up CRM Integrator (b) manual or automatic activation of call logging stores your call logging information locally on your User Device. 3.1.2 Go TAPI:
(a) is provided ‘as is’; and
(b) OHANA does not provide integration or any support for Go TAPI.
3.2 Site Add-on Licences;
3.3 OHANA Cloud Voice Training;
3.4 Professional Recording;
3.5 Music on Hold;
3.6 Call Sharer Plans;
3.6.1 UK Sharer Plan; and
3.6.2 International Sharer Plan;
3.7 OHANA Cloud Voice Call Analytics:
3.7.1 You may choose from the following options: (a) Insight;
(b) Report; and
(c) Report Premier; OHANA Cloud Voice Call Analytics Licences:
3.7.2 You may order the following OHANA Cloud Voice Call Analytics Licences:
(i) OHANA Cloud Voice Call Analytics Supervisor Licence;
(ii) OHANA Cloud Voice Call Analytics Insight User Licence;
(iii) OHANA Cloud Voice Call Analytics My Console Licence;
(iv) OHANA Cloud Voice Call Analytics View Agent Licence; and
(v) OHANA Cloud Voice Call Analytics End Point Licence.
(b) A minimum of one OHANA Cloud Voice Call Analytics Supervisor Licence per account is required for OHANA Cloud Voice Call Analytics.
(c) As part of OHANA Cloud Voice Call Analytics, OHANA will automatically assign a OHANA Cloud Voice Call Analytics End Point Licence for each OHANA Cloud Voice Licence and OHANA Cloud Voice SIP Trunk Channel. If additional OHANA Cloud Voice Licences or OHANA Cloud Voice SIP Trunk Channels are added in life, OHANA will also add the corresponding number of OHANA Cloud Voice Call Analytics End Point Licences and will levy Charges accordingly.
(d) On OHANA SIP-T Essentials, the OHANA Cloud Voice Analytics reporting will be at SIP trunk level only, so it will affect the detail of information available to you.
3.8 IP Phones and Devices:
3.8.1 OHANA Cloud Voice Installation;
3.8.2 LAN Switches;
3.8.3 Structured Cabling;
3.8.4 Access Control Visitor;
3.8.5 Access Control Visitor and Staff;
3.8.6 LED Strobe Light; and
3.8.7 Loud Ringer.
With regard to Paragraphs 3.8.4 and 3.8.5 it will be your responsibility to put the appropriate security policies and practices in place and OHANA will have no liability if such appropriate policies and practices are not utilised.
3.9 Wi-Fi Enabled Devices:
3.9.1 You will ensure you have sufficient wi-fi connectivity, which includes sufficient wi-fi coverage and signal strength to enable the Wi-Fi Enabled Devices to function.
3.9.2 OHANA is not responsible if the Wi-Fi Enabled Devices do not function properly, including when voice service and voice quality is affected, as a result of you not having wi-fi connectivity, or if the wi-fi connectivity provided by a third party is insufficient.
3.10 Door Entry Systems Maintenance:
3.10.1 Where you choose Door Entry Systems Maintenance Service Option, OHANA may provide maintenance for your Access Control Visitor and/or Access Control Visitor and Staff.
3.10.2 Faults you report in your Access Control Visitor and/or Access Control Visitor and Stuff will be repaired during Business Hours. Where you report a fault before 5pm on one Business Day, OHANA will aim to respond to that incident by the end of the next Business Day.
3.11 Call Recording:
3.11.1 The Call Recording Service Option is compatible with OHANA Cloud Voice Express and OHANA Cloud Voice Centrex; 3.11.2 You may choose from the following storage duration options for recorded calls as set out in the applicable Order:
(a) Up to 7 years;
(b) Up to 5 years;
(c) Up to 3 years; or
(d) Up to 1 year. The same storage duration option applies to all Call Recording Users;
3.11.3 If your existing storage duration for recorded calls is up to 30 days (“Default Option”), you may change your Default Option to one of the storage options set out in Paragraph
3.11.2 above, however this may result in the deletion of any call recordings already stored. Before your new storage duration option is active, you should consider downloading or archiving any call recordings already stored;
3.11.4 At any time, you may:
(a) increase or decrease the number of Call Recording Users;
(b) change the Call Recording Users via the Customer Portal;
(c) change to a longer storage duration option (but not to a shorter storage duration option);
(d) download or archive call recordings to be stored locally;
(e) manually delete call recordings so they will no longer be available; and
(f) cancel the Call Recording Service Option by giving Notice to OHANA, after which you will no longer have access to any stored call recordings that have not been downloaded or archived and the call recordings will be deleted;
3.11.5 When you have reached your maximum storage duration limit, call recordings will be automatically deleted on a rolling basis and will no longer be available;
3.11.6 Where call recordings have been deleted by OHANA in accordance with Paragraphs 3.11.3, 3.11.4(f), 3.11.5 and 8.4.4, OHANA will not be liable for the loss of those call recordings that have not been downloaded or archived by you.
3.12 Presentation Number Service Option detailed in the attached Presentation Number Service Option Annex that sets out your binding legal obligations in relation to your use of this feature; 3.13 Soft Skills Training and Business Skills Training. OHANA will not be liable or in any way responsible for the content or information presented in the provided trainings.
4 Service Management Boundary
4.1 OHANA will provide and manage the OHANA Cloud Voice and Cloud Voice SIP-T Service in accordance with Parts A, B and C of this Schedule and as set out in any applicable Order up to your side of the socket on the NTE or the SIP gateway where the socket is not managed by OHANA (“Service Management Boundary”).
4.2 OHANA will have no responsibility for the OHANA Cloud Voice and Cloud Voice SIP-T Service outside the Service Management Boundary.
4.3 OHANA does not make any representations, whether express or implied, about whether the OHANA Cloud Voice and Cloud Voice SIP-T Service will operate in combination with any Customer Equipment, over Non-OHANA Business access or other equipment and software.
4.4 The use of OHANA Cloud Voice and OHANA Cloud Voice SIP-T over a OHANA Business Access Service aims to provide higher levels of voice security as it traverses the single owned OHANA core network than if it was provided over a Non-OHANA Access Service.
5 Associated Services
5.1 You will have the following services in place that will connect to the OHANA Cloud Voice and Cloud Voice SIP-T Service and are necessary for the OHANA Cloud Voice and Cloud Voice SIP-T Service to function and will ensure that these services meet the minimum technical requirements that OHANA specifies:
5.1.1 a suitably enabled Access Service with sufficient bandwidth to support your voice and data usage and service level requirements
(a) for the Cloud Voice SIP-T Service only, for supply over OHANA Business Access Services, a OHANA Business Broadband router;
(b) for the Cloud Voice Service only, for supply over OHANA Business Access Services, a compatible router for which you are solely responsible;
(c) for supply over OHANA Leased Line, a OHANA Leased Line router;
(d) for supply over Non-OHANA Access Services, you will ensure that the Access Service, routers and set up is compatible with the OHANA Cloud Voice and Cloud Voice SIP-T Service by:
(i) ensuring SIP ALG is not enabled on the routers or Firewalls; and
(ii) ensuring Voice QoS is enabled, where available. If this is not available, this may impact the voice quality on the OHANA Cloud Voice and Cloud Voice SIP-T Service.
5.1.2 For the Cloud Voice SIP-T Service only, a OHANA supported and maintained IP enabled PBX or a OHANA SIP Gateway for other PBXs; 5.1.3 LAN infrastructure with a minimum of CAT5e structured cable;
5.1.4 IP Phones and Specialist Devices; and
5.1.5 For Wi-Fi Enabled Devices only, a sufficient wi-fi connection which can be provided by OHANA or other third party, (each an “Enabling Service”). 5.2 If OHANA provides you with any services other than the OHANA Cloud Voice and Cloud Voice SIP-T Service (including, but not limited to any Enabling Service) this Schedule will not apply to those services and those services will be governed by their separate terms.
5.3 You will ensure that the Access Service, routers and set up are compatible with the OHANA Cloud Voice and Cloud Voice SIP-T Service by complying with instructions OHANA gives you, which includes, but is not limited to, the Firewall and LAN guide instructions.
6 Equipment
6.1 Loaned Equipment
6.1.1 Excluding any Software provided as part of any Loaned Equipment, all Loaned Equipment will remain OHANA’s property at all times and risk in any Loaned Equipment will pass to you upon delivery, whether or not the Loaned Equipment has been installed.
6.1.2 Any Loaned Equipment provided to you as part of the OHANA Cloud Voice and Cloud Voice SIP-T Service is provided for use with the OHANA Cloud Voice and Cloud Voice SIP-T Service only and in accordance with the terms of this Contract and OHANA’s instructions.
6.1.3 OHANA may replace any Loaned Equipment from time to time and you will inform OHANA if you do not wish to receive any replacement Loaned Equipment.
6.1.4 On termination or expiry of the OHANA Cloud Voice and Cloud Voice SIP-T Service, for whatever reason, you will return the Loaned Equipment to OHANA within 60 days.
6.1.5 If you fail to return the Loaned Equipment to OHANA in accordance with Paragraph
6.1.4, you will incur a non-return fee.
6.1.6 Payment of the Non-Return Fee does not transfer ownership of title in the Loaned Equipment to you and you still must return the Loaned Equipment to OHANA.
6.1.7 If the Loaned Equipment is returned to OHANA within two years of you being charged the Non-Return Fee, OHANA will credit to your account an amount corresponding to the condition of the Loaned Equipment allowing for reasonable wear and tear.
6.2 In relation to the Loaned Equipment, you will; 6.2.1 keep the Loaned Equipment safe and without risk to health;
6.2.2 only use the Loaned Equipment, or allow it to be used, in accordance with any instructions or authorisation OHANA may give and for the purpose for which it is designed;
6.2.3 not move the Loaned Equipment or any part of it from the Site(s) without OHANA’s written consent; 6.2.4 not make any alterations or attachments to, or otherwise interfere with, the Loaned Equipment nor permit any person (other than a person authorised by OHANA) to do so, without OHANA’s prior written consent and if OHANA gives its consent, agree that any alterations or attachments are part of the Loaned Equipment;
6.2.5 not sell, charge, assign, transfer or dispose of or part with the possession of the Loaned Equipment or any part of it;
6.2.6 not allow any lien, encumbrance or security interest over the Loaned Equipment nor pledge the credit of OHANA for the repair of the Loaned Equipment or otherwise;
6.2.7 obtain appropriate insurance against any damage to or theft or loss of the Loaned Equipment; 6.2.8 in addition to any other rights that OHANA may have, reimburse OHANA for any losses, costs or liabilities arising from your use or mis-use of the Loaned Equipment or where the Loaned Equipment is damaged, stolen, or lost, except where the loss or damage to the Loaned Equipment is as a result of fair wear and tear or caused by OHANA; and
6.2.9 where there is a threatened seizure of the Loaned Equipment or an Insolvency Event applies to you, immediately provide OHANA with Notice so that OHANA may take action to repossess the Loaned Equipment.
6.3 Purchased Equipment
6.3.1 Transfer of Title and Risk (a) Where the Purchased Equipment is delivered to a Site:
(i) title in the Purchased Equipment (except for the Intellectual Property Rights) will pass to you when you have paid for the Purchased Equipment in full; (ii) where OHANA delivers or installs the Purchased Equipment, risk will pass to you on delivery of the Purchased Equipment, but you will not be liable for any loss or damage that is caused by OHANA’s negligence; and
(iii) where Kingfisher does not deliver or install the Purchased Equipment, risk will pass to you when you take possession of the Purchased Equipment. 6.3.2 Acceptance of Purchased Equipment (a) The Purchased Equipment will be treated as accepted: (i) where OHANA does not install the Purchased Equipment, when you take delivery or possession of the Purchased Equipment; and
(ii) where OHANA installs the Purchased Equipment, the Service Start Date.
6.3.3 Warranty
(a) During the period of 12 consecutive months following the Service Start Date (or any other period that OHANA advises you in a Notice), if you report to OHANA in accordance with Paragraph 10 that there is an Incident in the Purchased Equipment due to faulty design, manufacture or materials, or OHANA’s negligence, OHANA will, or will arrange for the manufacturer or other third party to, replace or (at OHANA’s option) repair the part affected by, or causing, the Incident free of charge, unless:
(i) the Purchased Equipment has not been properly kept, used or maintained in accordance with the manufacturers or OHANA’s instructions, if any;
(ii) the Purchased Equipment has been modified without OHANA’s written consent;
(iii) the Incident is due to damage, interference with or maintenance of Purchased Equipment by persons other than OHANA or a third party authorised by OHANA;
(iv) the Incident is due to faulty design by you where the Purchased Equipment has been customised or integrated into your systems to your design; or the Incident is due to fair wear and tear. (b) If requested by OHANA, you will return the Purchased Equipment affected by an Incident to OHANA or to the manufacturer or other third party, in accordance with OHANA’s instructions, for repair or replacement in accordance with Paragraph 6.3.3(a); and (c) OHANA does not warrant that the Software supplied in accordance with the Contract is free from Incidents, but OHANA will remedy any defects that materially impair performance (where necessary, by arrangement between both of us) within a reasonable time.
6.3.4 Security
(a) You are responsible for the proper use of any usernames, personal identification numbers and passwords used with the Purchased Equipment (and Loaned Equipment where applicable), and you will take all necessary steps to ensure that they are kept confidential, secure and not made available to unauthorised persons; and (b) OHANA does not guarantee the security of the Purchased Equipment or Loaned Equipment against unauthorised or unlawful access or use.
6.3.5 Software Licence on and from the Service Start Date, or, where OHANA installs any Purchased Equipment or Loaned Equipment, from the date of installation, you will comply with the provisions of any Software licences provided with or as part of any Purchased Equipment or Loaned Equipment.
6.4 WEEE Directive
6.4.1 You are responsible under Article 13 of the Waste Electrical and Electronic Equipment Directive 2012 (“WEEE Directive”) for the costs of collection, treatment, recovery, recycling and environmentally sound disposal of any equipment supplied under the Contract that has become waste electrical and electronic equipment (“WEEE”).
6.4.2 For the purposes of Article 13 of the WEEE Directive this Paragraph
6.4 is an alternative arrangement to finance the collection, treatment, recovery, recycling and environmentally sound disposal of WEEE.
6.4.3 You will comply with any information recording or reporting obligations imposed by the WEEE Directive.
6.5 Consumer Regulations Where you place an Order acting for purposes that are related to your trade, business or profession, this is a business-to-business transaction to which the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply. 6.6 Sale of Goods
The UN Convention on Contracts for the International Sale of Goods will not apply to the Contract.
7 Specific Terms
7.1 Changes to the Contract
7.1.1 OHANA may amend the Contract (including the Charges) at any time by either:
(a) publishing the amendment online at www.ohana8.co.uk/pricing or www.ohana8.co.uk/termsandconditions (or any other online address that OHANA advises you of); or
(b) by giving Notice to you.
7.1.2 In the event that the amendments cause you material detriment, OHANA will give you Notice at least 30 days before the change is to take effect and, in the case of any other amendments, at least one day before the change is to take effect.
7.1.3 If OHANA makes any amendment to the Contract that causes you material detriment, you will not have to pay any Termination Charges if you give Notice to terminate the affected Service in accordance with Clause 17 of the General Terms within:
(a) 90 days after the date of notification if OHANA has only published the amendment online in accordance with Paragraph 7.1.1(a); or
(b) 30 days after the date of the Notice if OHANA has given you Notice in accordance with Paragraph 7.1.1(b). 7.1.4 Changes to the OHANA Cloud Voice and Cloud Voice SIP-T Service and the Contract that are as a result of updates, upgrades, enhancements, amendments, additions and improvements made to third party provided Software are not in OHANA’s control and you acknowledge and agree that such changes may
occur without notice to you, provided that such changes do not cause you material detriment.
7.2 Annual Price Increase
7.2.1 OHANA reserves the right to include an annual increase to Recurring Charges (rounded up to the nearest whole pence) by a percentage comprised of (i) the annual percentage increase in the Consumer Price Index (CPI) rate figure published by the Office for National Statistics in January of that year (ignoring any negative figures) plus ii) 3.9% (“Annual Price Increase”). 7.2.2 If applicable the Annual Price Increase will take effect on bills dated on or after 1st April of each year beginning on 1st April 2023. If the CPI figure is negative in the relevant year, OHANA will only increase Recurring Charges by 3.9%. The change to Recurring Charges as a result of the Annual Price Increase will not cause you material detriment and will not give you the right to terminate the Contract without paying Termination Charges. 7.2.3 The products and services to be included in an Annual Price Increase are set out online at the following link: OHANA Price List.
7.3 Minimum Period of Service
At the end of the Minimum Period of
7.3.1 Service, unless one of us gives Notice to the other of an intention to terminate the OHANA Cloud Voice and Cloud Voice SIP-T Service in accordance with the Contract:
(a) OHANA will continue to provide the OHANA Cloud Voice and Cloud Voice SIP-T Service;
(b) the Charges applicable during the Minimum Period of Service will cease to apply and OHANA will invoice you the Charges set out in the OHANA Price List from expiry of the Minimum Period of Service; and
(c) both of us will continue to perform each of our obligations in accordance with the Contract.
7.3.2 If either of us gives Notice to the other of an intention to terminate the OHANA Cloud Voice and Cloud Voice SIP-T Service, OHANA will cease delivering the OHANA Cloud Voice and Cloud Voice SIP-T Service at the time of 23:59 on the last day of the Minimum Period of Service or subsequent Renewal Period.
7.4 Termination of Contract
7.4.1 For the purposes of Clause 17 of the General Terms, either of us may, at any time after the Service Start Date and without cause, terminate the OHANA Cloud Voice and Cloud Voice SIP-T Service or any applicable Order by giving 28 days’ Notice to the other.
7.4.2 OHANA may terminate the OHANA Cloud Voice and Cloud Voice SIP-T Service if your separate contract with OHANA for Access Service is terminated for any reason.
7.5 Customer Committed Date
7.5.1 If you request a change to the OHANA Cloud Voice and Cloud Voice SIP-T Service or any part of the OHANA Cloud Voice and Cloud Voice SIP-T Service, including any Purchased Equipment or any IP Address location, then OHANA may revise the Customer Committed Date to accommodate that change.
7.5.2 OHANA may expedite delivery of the OHANA Cloud Voice and Cloud Voice SIP-T Service for operational reasons or in response to a request from you, but this will not revise the Customer Committed Date.
7.6 Access to Emergency Services
7.6.1 OHANA will provide the ability for Users to call the emergency services by dialling “999” or “112”, but caller location information will only be provided by OHANA if you:
(a) inform OHANA of the geographic location of calling numbers to enable OHANA to maintain a database of calling numbers and geographic locations; (b) inform OHANA immediately of any changes to those locations; and
(c) configure your PBX to accurately convey correct calling number locations.
7.6.2 OHANA will not guarantee your ability to use the OHANA Cloud Voice and Cloud Voice SIP-T Service to make emergency calls at all times, including where:
(a) there is a failure of mains power, Access Line or Access Service; (b) you are accessing the OHANA Cloud Voice and Cloud Voice SIP-T Service from a mobile device and are not using the mobile network; or
(c) OHANA has suspended or interrupted the OHANA Cloud Voice and Cloud Voice SIP-T Service for any reason, including Maintenance, and, therefore, OHANA recommends that you consider an alternative means to support emergency calls.
7.6.3 Where you request, and OHANA moves, a telephone number from one Site to another, there may be a delay in updates to caller location information held by the emergency services and until the emergency services receive any updated location information, the location information held by the emergency services will be the address of the Site before the number was moved.
7.7 EULA
7.7.1 Where OHANA makes available Software for you to use with the OHANA Cloud Voice and Cloud Voice SIP-T Service, you will be required to enter into an end user licence agreement in the form set out at any web-link or other location that OHANA or the Software supplier may notify to you, as may be amended or supplemented from time to time (“EULA”).
7.7.2 By accepting the terms of the EULA, you agree to observe and comply with it for any and all use of the OHANA Cloud Voice and Cloud Voice SIP-T Service. 7.7.3 In addition to what it says in Clause 15 of the General Terms, if you do not comply with the EULA, OHANA may restrict or suspend the OHANA Cloud Voice and Cloud Voice SIP-T Service upon reasonable Notice, and: OHANA Cloud Voice and Cloud Voice SIP-T Schedule
(a) you will pay the Charges that are payable for the OHANA Cloud Voice and Cloud Voice SIP-T Service until the OHANA Cloud Voice and Cloud Voice SIP-T Service ends; and
(b) OHANA may charge a re-installation fee to start the OHANA Cloud Voice and Cloud Voice SIP-T Service again.
7.7.4 You are responsible in accordance with the terms of the EULA for the use of the Software. 7.7.5 You will enter into the EULA for your own benefit and the rights, obligations, acknowledgements, undertakings, warranties and indemnities granted in accordance with the EULA are between you and the Software supplier.
7.7.6 You will deal with the Software supplier with respect to any loss or damage suffered by you or the Supplier under the EULA and any loss or damage will not be enforceable against OHANA. 7.7.7 Where the EULA is presented in a ‘click to accept’ function and you require OHANA to configure or install Software on your behalf, OHANA will do so as your agent and bind you to the EULA.
7.8 Cisco Webex
7.8.1 The Cisco Webex Application is available with the OHANA Cloud Voice Exprex or OHANA Cloud Voice Centrex User Feature Pack Licences.
7.8.2 Where OHANA makes the Cisco Webex Application available to you to use with the OHANA Cloud Voice and Cloud Voice SIP-T Service, you will:
(a) in accordance with Paragraph 7.7, agree to the EULA set out at www.cisco.com/go/eula (or any other location which OHANA or the supplier may notify to you) and comply with it for use of the Cisco Webex Application; and
(b) agree to the Privacy Data Sheets for the Cisco Webex Application (as may be amended from time to time).
7.8.3 You will:
(a) comply with all Applicable Laws and regulations applicable to the use of the Cisco Webex Application; (b) not transfer, assign, or sublicence your right to use the Cisco Webex Application to any other person, organisation or entity;
(c) not attempt to create any derivative version of the Cisco Webex Application Software, decompile, decrypt, reverse engineer, disassemble or apply any other processes or procedures to derive the source code of the Cisco Webex Application Software; ensure the proper use of the Cisco Webex
(d) Application by Users and not permit any alteration, repair or modification of the Cisco Webex Application;
(e) only use the most up to date version of the Cisco Webex Application made available to you; and
(f) ensure any Customer Equipment used in connection with the Cisco Webex Application is adequately protected against viruses and other breaches of security.
7.8.4 Customer Equipment used in connection with the Cisco Webex Application must meet minimal technical requirements as set out or any other location that OHANA may notify you of.
7.8.5 OHANA does not guarantee that the Cisco Webex Application will perform at a particular speed, or will be uninterrupted, errorfree, or secure. The Cisco Webex Application may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications.
7.8.6 Any Personal Data provided by Users when using the Cisco Webex Application will be processed and stored by the supplier in accordance with the terms of the EULA, the Privacy Data Sheets and the Webex Privacy Policy, as may be amended from time to time by the supplier.
7.8.7 If you downgrade from OHANA Cloud Voice Express or OHANA Cloud voice Centrex to a User Feature Pack Licence which does not support the Cisco Webex Application, or you terminate your OHANA Cloud Voice and Cloud Voice SIP-T Service, any Content stored on the Cisco Webex Application will be deleted. You may manually download any Content prior to deletion, except chats or messages which cannot be downloaded. 7.8.8 OHANA is not liable for any loss of Content stored on the Cisco Webex Application and recommends that such Content is duplicated and saved locally.
7.9 IP Addresses, Domain Names and Telephone Numbers 7.9.1 Except for IP Addresses expressly registered in your name, all IP Addresses and Domain Names made available with the OHANA Cloud Voice and Cloud Voice SIP-T Service will at all times remain OHANA’s property or the property of OHANA’s suppliers and are non-transferable.
7.9.2 All of your rights to use IP Addresses or Domain Names will cease on termination or expiration of the OHANA Cloud Voice and Cloud Voice SIP-T Service.
7.9.3 OHANA cannot ensure that any requested Domain Name is available from or approved for use by the Internet Registration Authorities and OHANA has no liability for any failure in the DomainName registration, transfer or renewal process.
7.9.4 You warrant that you are the owner of, or are authorised by the owner of, the trademark or name that you wish to use as a Domain Name. OHANA Cloud Voice and Cloud Voice SIP-T.
7.9.5 You are responsible for all fees associated with registration and maintenance of your Domain Name and will reimburse OHANA for any and all fees that OHANA pays to any InternetRegistration Authorities, and thereafter be responsible for paying such fees directly to the relevant Internet Registration Authorities.
7.9.6 You will not own any telephone number related to the OHANA Cloud Voice and Cloud Voice SIP-T Service and, apart from your right to number portability where you change communications provider, all your rightsto use telephone numbers will cease on termination or expiration of the OHANA Cloud Voice and Cloud Voice SIP-T Service.
7.10 Invoicing
7.10.1 Unless set out otherwise in any applicable Order, OHANA will invoice you for the following Charges in the amounts set out in any applicable Order or the OHANA Price List: (a) InstallationCharges, on the Service Start Date, or where the installation period is estimated to be longer than one month, monthly in arrears starting from when you place an Order until the Service Start Date;
(b) Recurring Charges, except Usage Charges, monthly or quarterly in advance (depending on your billing frequency) and for any period where the OHANA Cloud Voice and Cloud Voice SIP-T Service is provided for lessthan one month, the Recurring Charges will be calculated on a daily basis;
(c) Usage Charges, monthly or quarterly in arrears (depending on your billing frequency), calculated at the then current rates;
(d) any Charges for any Purchased Equipment from the Service Start Date, and those Charges that will apply from the date you take delivery or possession of that Purchased Equipment; (e) De-installation Charges within 60 days of de-instal- lation of the OHANA Cloud Voice and Cloud Voice SIP-T Service; and
(f) any Termination Charges incurred in accordance 7.12 upon termination of the relevant Service. 7.10.2 OHANA may invoice you for any of the following Charges in addition to those set out in anyapplicable Order:
(a) Charges for investigating Incidents that you report to OHANA where OHANA finds no Incident or that the Incident is caused by something for which OHANA is not responsible under the Contract;
(b) Charges for commissioning the OHANA Cloud Voice and Cloud Voice SIP-T Service in accordance outside of Business Hours;
(c) Charges for expediting provision of the OHANA Cloud Voice and Cloud Voice SIP-T Service at your request after OHANA has informed you of the Customer Committed Date; (d) Charges forlate payments; and
(e) any other Charges as set out in any applicable Order or the OHANA Price List or as otherwise agreed between both of us.
7.11 Cancellation Charges For the purposes of Clause 16 of the General Terms, if you cancel an Order, or part of it, any time before the Service Start Date, you will pay OHANA the Cancellations Charges as set out in OHANA Price List.
7.12 Termination Charges
7.12.1 If you terminate the Contract, the OHANA Cloud Voice and Cloud Voice SIP-T Service or any applicable Order for convenience in accordance with Clause 17 of the General Terms, you will pay OHANA:
(a) all outstanding Charges for service rendered; (b) any remaining Charges outstanding with regard to OHANA Equipment or Purchased Equipment; (c) any additional amounts due under theContract; (d) any other Charges as set out in any applicable Order or the OHANA Price List; and
(e) any charges reasonably incurred by OHANA from a supplier as a result of the early termination. 7.12.2 In addition to the Charges set out above, if OHANA terminates during the Minimum Periodof Service because your separate contract for Access Service has been terminated or you terminate during the Minimum Period of Service, then except as set out in Paragraph
7.12.5 you will pay OHANA:
(a) for any parts of the OHANA Cloud Voice and Cloud Voice SIP-T Service that were terminated during the first 12 months of the Minimum Period of Service, Termination Charges, as compensation, equal to:
(i) 100 per cent of the Recurring Charges for any remaining months of the first 12 months of the Minimum Period of Service; and
(ii) 50 per cent of the Recurring Charges for the remaining months, other than the first 12 months of the Minimum Period of Service; and
(b) any waived Installation Charges;
7.12.3 for any parts of the OHANA Cloud Voice and Cloud Voice SIP-T Service that were terminated after the first 12 months of the Minimum Period of Service, Termination Charges, as compensation, equal to 50 per cent of the Recurring Charges for any remaining months of the Minimum Period of Service.
7.12.4 OHANA will refund to you any money you have paid in advance after deducting any Charges or other payments due to OHANA under the Contract. 7.12.5 The Termination Charges
7.12.2 will not apply where the separate contract for the OHANA Business Access Service was terminated because:
(a) Clauses 18 and 19 of the General Terms apply; or (b) OHANA terminated the separate contract for the OHANA Business Access Service for convenience under Clause 17 of the General Terms.
7.13 Service Amendment
7.13.1 You may request, by giving OHANA Notice, a change to:
(a) an Order for the OHANA Cloud Voice and Cloud Voice SIP-T Service (or part of an Order) at any time before the applicable Service Start Date; or
(b) the OHANA Cloud Voice and Cloud Voice SIP-T Service at any time after the Service Start Date. 7.13.2 If you request a change in accordance 7.13.3 except where a change results from OHANA’s failure to comply with OHANA’s obligations under the Contract, OHANA will, within a reasonable time, provide you with a written estimate, including:
(a) the likely time required to deliver the changed OHANA Cloud Voice and Cloud Voice SIP-T Service; and
(b) any changes to the Charges due to the changed OHANA Cloud Voice and Cloud Voice SIP-T Service.
7.13.4 OHANA has no obligation to proceed with any change that you request in accordance with Paragraph 7.13.5 unless and until the necessary changes to the Charges, implementation timetable and any other relevant terms of the Contract to take account of the change are agreed between both of us in writing.
7.13.6 If OHANA changes a OHANA Cloud Voice and Cloud Voice SIP-T Service prior to the Service Start Date because you have given OHANA incomplete or inaccurate information, OHANA may, acting reasonably, apply additional Charges.
7.14 Content
7.14.1 Where OHANA provides you with Content: (a) the use of Content is at your own risk;
(b) the Content may change from time to time;
(c) the Content will only be used for its own purposes and is protected by copyright, trademark, and other Intellectual Property Rights;
(d) you will not copy, store, adapt, modify, transmit, distribute externally, play or show in public, broadcast or publish any part of the Content;
(e) OHANA will not guarantee the accuracy or completeness of the Content;
(f) some of the Content will have its own terms which may be displayed online or elsewhere. You will comply with any applicable terms when accessing Content;
(g) access to any Content provided on a subscrip- tion basis as part of the Service will cease when the subscription or this Contract ends;
(h) OHANA will have no obligation to store Content or any responsibility if stored Content is lost or deleted; and
(i) OHANA recommends that you save copies of information you wish to keep on other devices not connected with the Service.
7.15 Content for Music on Hold
7.15.1 Where OHANA provides you with Content for Music on Hold: (a)OHANAwillprovideyouwithasinglemusicon hold track for you to use at a Site; and (b) the Content for Music on Hold will be copyright free and exempt from all relevant usage fees.
7.15.2 Where you provide Content for Music on Hold, you will:
(a) obtain in writing all necessary rights, clearanc- es and permissions to allow OHANA to provide Music on Hold using the Content;
(b) obtain all necessary licences from the Performing Right Society (PRS), Mechanical Copyright Protection Society (MCPS), Phonographic Performance Limited (PPL) or any copyright holder; (c) pay any royalties or other charges to use the Content for Music on Hold; and
(d) indemnify OHANA for any Claims, losses, costs or liabilities brought against OHANA that results from or is connected with your failure to comply.
7.15.3 Where any Content that you provide for Music on Hold becomes, or OHANA reasonably believes it is likely to become, the subject of a Claimofinfringementofanythirdparty’sIntellectu- al Property Right or breach of any licensing requirement, OHANA may:
(a) delete the Content and replace the deleted Content with non infringing Content; or (b) disable the Music on Hold feature.
7.16 Call Recording
7.16.1 If you select the Call Recording Service Option, you will:
(a) be solely responsible for the content of the recordings and use of the Call Recording service; (b) ensure that you have obtained all necessary permission, consents and approvals for use of the Call Recording service, including Call Recording Users’ agreement to the recordings; and (c) comply with all laws, directives or regulations which may be applicable for the use of the Call Recording service, including Data Protection Legislation. 7.16.2 OHANA does not warrant or represent that the Call Recording service meets your legal or regulatory obligations in respect of any relevant legislation applicable to interception, recording and monitoring of recordings. You are responsible for adhering to all applicable legislation to ensure all call recordings are in compliance with all Applicable Laws in all respects.
7.17 PCI DSS Compliance Obligations
7.17.1 OHANA takes no responsibility for your use of the OHANA Cloud Voice and Cloud Voice SIP-T Service for the processing, storage or transmission of any Cardholder Data, Sensitive Authentication Data or any other data that is subject to PCI DSS and you are solely responsible for the compliance of such use with PCI DSS.
7.17.2 You will not use the Call Recording service for the processing, storage or transmission of any Cardholder Data, Sensitive Authentication Data or any other data that is subject to PCI DSS.
7.17.3 You will indemnify OHANA for any Claims, losses, costs or liabilities that it incurs as a result of you storing, processing or transmitting data that is subject to PCI DSS.
7.18 Resale the OHANA Cloud Voice and Cloud Voice SIP-T Service and Software are provided solely for your own use, and you will not resell or attempt to resell the Service (or any part or facility of it) to anyone else.
7.19 Upgrades You may upgrade to a Call Sharer Plan with a higher number of minutes per calendar month at any time during the Minimum Period of Service.
7.20 Standards and Use of Service
7.20.1 OHANA will use reasonable endeavours to provide you with uninterrupted Service where technically possible, however, the quality and availability of the OHANA Cloud Voice and Cloud Voice SIP-T Service may be affected by:
(a) the dimensioning (including number of channels) of the Access Service to support your voice and data usage
(b) configuration and performance of any Custom- er Equipment; and
(c) any configuration changes made to a Non-OHANA Access Service.
7.20.2 You will only use the OHANA Cloud Voice and Cloud Voice SIP-T Service in the United Kingdom. 7.21 Dispute Resolution OHANA will try to resolve any complaint or dispute that you may have with OHANA in accordance with the procedure set out in Clause 24 of the General Terms. If the matter is not resolved through that procedure, you may refer it to adjudication, where appropriate, in accordance with the details set out in OHANA’s Customer Complaints Code set out at http://www.ohana8.co.uk/complaints, copies of which are available on request.
7.22 Geographical Number Porting
7.22.1 Where you wish to port any Geographical Number (s) to OHANA, you will:
(a) provide OHANA with full and accurate details of the Geographical Number (s) to be ported; and
(b) reach any commercial agreement with the suppliers of the services to which the numbers apply, including terminating the services and paying any applicable termination charges;
7.22.2 OHANA will provide you with a Port Date. 7.22.3 OHANA will port the Geographical Number (s) on the Port Date.
7.22.4 You acknowledge that Geographical Number portability may be unavailable in certain circumstances, such as where there is not a porting agreement between carriers or where it would cease the underlying Access Service, in which case you will be unable to keep your Geographical Number.
7.23 Suspension In addition to Clause 15 of the General Terms, OHANA may restrict or suspend your access and use of the Customer Portal if OHANA reasonably believes that you are in breach or likely to be in breach of the Contract or any other contract that you have with OHANA.
7.24 Minimum Guaranteed Download Speed Termination 7.24.1 If your OHANA Cloud Voice and Cloud Voice SIP-T Service:
(a) was ordered under the same contract as a OHANA Business Broadband product;
(b) was ordered as part of a bundled proposition that contains a OHANA Business Broadband product; or (c) is wholly dependent on an Access Line provided through your OHANA Business Broadband product, you may, subject to OHANA failing to meet the Minimum Guaranteed Download Speed in accordance with the terms of your OHANA Business Broadband product, terminate the OHANA Cloud Voice and Cloud Voice SIP-T Service that is dependent on the Access Line associated with your OHANA Business Broadband product at the same time as you terminate the relevant OHANA Business Broadband product.
8.1 Service Delivery Before the Service Start Date and, where applicable, throughout the provision of the OHANA Cloud Voice and Cloud Voice SIP-T Service, OHANA:8.1.1 will provide you with contact details for the Service Desk; 8.1.2 will comply with all reasonable health and safety rules and regulations and reasonable security requirements that apply at the Site(s) and that you have notified to OHANA in writing, but OHANA will not be liable if, as a result of any such compliance, OHANA is in breach of any of OHANA’s obligations under this Contract;8.1.3 will, where applicable and where the OHANA Cloud Voice and Cloud Voice SIP-T Service is provided over a OHANA Business Access Service, arrange for any surveys to be conducted to confirm the availability of a suitable Access Line to the Site(s). Where the surveys identify that additional engineering work is required in order to provide a suitable Access Line to the Site(s), OHANA may provide a new quote to you, detailing the additional Charges you will need to pay for the engineering work to be completed, and:(a) where you accept the new quote, will cancel the existing Order to the affected Site(s), will generate a new Order for the affected Site(s) and will arrange for the additional engineering works to be carried out; or(b) where you do not accept the new quote, will cancel your existing Order for the provision of OHANA Cloud Voice and Cloud Voice SIP-T Service to the affected Site(s) and OHANA will have no obligation to provide the OHANA Cloud Voice and Cloud Voice SIP-T Service, and OHANA may raise a Charge for any reasonable costs incurred as a result of the survey in accordance with Clause 16 of the General Terms;8.1.4 will provide you with a Customer Committed Date and will use reasonable endeavours to meet any Customer Committed Date; and 8.1.5 if you selected OHANA Cloud Voice Installation, install and set-up the IP Phones.
8.2 Commissioning of the Service Before the Service Start Date, OHANA will:
8.2.1 configure the OHANA Cloud Voice and Cloud Voice SIP-T Service;
8.2.2 conduct a series of standard tests on the OHANA Cloud Voice and Cloud Voice SIP-T Service to ensure that it is configured correctly;
8.2.3 connect the OHANA Cloud Voice and Cloud Voice SIP-T Service to each Enabling Service; and 8.2.4 on the date that OHANA has completed the activities in this Paragraph 8.2, confirm to you the Service Start Date.
8.3 During Operation on and from the Service Start Date, OHANA:
8.3.1 will respond and use reasonable endeavours to remedy an Incident without undue delay and in accordance with the Service Care Levels in Part C of the Contract if you report an Incident on the OHANA Network;
8.3.2 will maintain a web portal and server to provide you with online access to performance reports; 8.3.3 may carry out Maintenance from time to time and will use reasonable endeavours to inform you at least five Business Days before any Planned Maintenance on the OHANA Network, OHANA Equipment or Purchased Equipment (excluding third party provided Software), however, OHANA may inform you with less notice than normal where Maintenance is required in an emergency;
8.3.4 may, in the event of a security breach affecting the OHANA Cloud Voice and Cloud Voice SIP-T Service, require you to change any or all of your passwords;
8.3.5 may withdraw any Software at any time; and 8.3.6 may, for commercial and operational reasons including the provision of service enhancement and Software upgrades:
(a) change the access arrangements or URLs given to you;
(b) change the performance and functionality of the of the Customer Portal including all informa- tion, materials and Content; and
(c) interrupt or suspend access to the Customer Portal but will restore access as quickly as possible. 8.3.7 where the OHANA Cloud Voice and Cloud Voice SIP-T Service is provided over Non OHANA Access Services:
(a) will only be responsible for Incidents within OHANA Cloud Voice and Cloud Voice SIP domain; and
(b) will not be responsible for any Non OHANA Access Service-related Incidents.
8.4 The End of the Service
On termination of the OHANA Cloud Voice and Cloud Voice SIP-T Service by either of us, OHANA:
8.4.1 will provide configuration information relating to the OHANA Cloud Voice and Cloud Voice SIP-T Service provided at the Site(s) in a format that OHANA reasonably specifies;
8.4.2 may delete any Content;
8.4.3 will terminate your right to access and use the Customer Portal; and use the Customer Portal; and 8.4.4 will cease your access
9 Your Obligations
9.1 Service Delivery before the service start date and, where applicable, throughout the provision of the OHANA Cloud Voice and Cloud Voice SIP-T Service, you will:
9.1.1 provide OHANA with the names and contact details of the Customers Contact, but OHANA may also accept instructions from a person who OHANA reasonably believes is acting with your authority;
9.1.2 provide OHANA with any information reasonably required without undue delay;
9.1.3 provide OHANA with access to any Sites(s) during Business Hours, or as otherwise agreed, to enable OHANA to set up, deliver and manage the OHANA Cloud Voice and Cloud Voice SIP-T Service;
9.1.4 complete any preparation activities that OHANA may request to enable you to receive the OHANA Cloud Voice and Cloud Voice SIPT Service and in accordance with any reasonable meet any relevant instructions, standards or timescales;
9.1.5 provide OHANA with Notice of any health and safety rules and regulations and security requirements that apply at the Site(s);
9.1.6 ensure that the LAN protocols and applications you use are compatible with the OHANA Cloud Voice and Cloud Voice SIP-T Service;
9.1.7 prepare and maintain the Site(s) for the installation of Purchased Equipment and supply of the OHANA Cloud Voice and Cloud Voice SIP-T Service, including:
(a) providing a suitable and safe operational environment for any Purchased Equipment including all necessary trunking, conduits, cable trays, and telecommunications connection points in accordance with OHANA’s reasonable instructions and applicable installation standards;
(b) take up or remove any fitted or fixed floor coverings, ceiling tiles and partition covers or provide openings in buildings required to connect Purchased Equipment to appropriate telecommunications facilities in time to allow OHANA to undertake any necessary installation or maintenance OHANA Cloud Voice and Cloud Voice SIP-T Services;
(c) carry out any work that may be required after installation to make good any cosmetic damage caused during installation or maintenance;
(d) provide a secure, continuous power supply at the Site(s) for the operation and maintenance of the OHANA Cloud Voice and Cloud Voice SIP-T Service, OHANA Equipment or Purchased Equipment at such points and with such connections as OHANA, and, in order to mitigate any interruption to the OHANA Cloud Voice and Cloud Voice SIP-T Service resulting from failure in the principal power supply, provide back-up power with sufficient capacity to conform to the standby requirements of the applicable standards; and
(e) provide internal cabling between the OHANA Equipment, Loaned Equipment, and any Customer Equipment, as appropriate; and
9.1.8 install and connect any phone to your network unless you have selected the OHANA Cloud Voice Installation Service Option.
9.2 During Operation on and from the Service Start Date, you will:
9.2.1 ensure that Users report Incidents to the Customer Contact and not to the Service Desk;
9.2.2 ensure that the Customer Contact will take Incident reports from Users and pass these to the Service Desk using the reporting procedures agreed between both of us, and is available for all subsequent Incident management communications.
9.2.3 monitor and maintain any Customer Equipment connected to the OHANA Cloud Voice and Cloud Voice SIP-T Service or used in connection with a OHANA Cloud Voice SIP-T Service;
9.2.4 ensure that any Customer Equipment that is connected to the OHANA Cloud Voice and Cloud Voice SIP-T Service or that you use, directly or indirectly, in relation to the OHANA Cloud Voice and Cloud Voice SIP-T Service is:
(a) connected using the applicable OHANA Network termination point, unless you have OHANA’s permission to connect by another means;
(b) adequately protected against viruses and other breaches of security;
(c) technically compatible with the OHANA Cloud Voice and Cloud Voice SIP-T Service and will not harm or damage OHANA Equipment, Loaned Equipment, the OHANA Network, or any of OHANA’s suppliers’ or subcontractors’ network or
equipment; and
(d) approved and used in accordance with relevant instructions, standards and Applicable Law and any safety and security procedures applicable to Service;
the use of that Customer Equipment;
9.2.5 immediately disconnect any Customer Equipment, or advise OHANA to do so at your expense, where Customer Equipment does not meet any relevant instructions, standards or Applicable Law;
9.2.6 distribute, manage and maintain access profiles, passwords and other systems administration information relating to the control of Users’ access to the OHANA Cloud Voice and Cloud Voice SIP-T Service;
9.2.7 ensure the security and proper use of all valid User access profiles, passwords and other systems administration information used in connection with the OHANA Cloud Voice and Cloud Voice SIP-T Service and:
(a) immediately terminate access for any person who is no longer a User;
(b) inform OHANA immediately if a User’s ID or password has, or is likely to, become known to an unauthorised person, or is being or may be used in an unauthorised way;
(c) take all reasonable steps to prevent unauthorised access to the OHANA Cloud Voice and Cloud Voice SIP-T Service;
(d) satisfy OHANA’s security checks if a password is lost or forgotten; and
(e) change any or all passwords or other systems administration information used in
connection with the OHANA Cloud Voice and Cloud Voice SIP-T Service if OHANA requests you to do so in order to ensure the security or integrity of the OHANA Cloud Voice and Cloud Voice SIP-T Service.
9.2.8 ensure that the maximum number of Users will not exceed the permitted number of User identities as set out in any applicable Order;
9.2.9 not allow any User specific subscription to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case you will ensure the prior User will no longer have any right to access or use the OHANA Cloud Voice and Cloud Voice SIP-T Service;
9.2.10 inform OHANA within five Business Days if the number of Users increases by more than 5 per cent from the number of Users as set out in any applicable Order and, in these circumstances, or if OHANA can demonstrate by management reports that the number of Users exceeds that limit, OHANA may increase the Charges proportionately;
9.2.11 only connect IP phones and Specialist Devices from the Kingfisher Cloud Voice portfolio to the OHANA Cloud Voice service or approved Customer Equipment;
9.2.12 acknowledge, where the OHANA Cloud Voice and Cloud Voice SIP-T Service is provided over Non-OHANA Access Services, that:
(a) OHANA will not deal with any other access provider:
b) you will be responsible for dealing with the access provider to resolve any underlying access issues;
(c) you and the access provider will be responsible for: (i) the Non-OHANA Access Services;
(ii) any incidents or faults impacting the Non-OHANA Access Service; and
(iii) any Incidents that impact the OHANA Cloud Voice and Cloud Voice SIP-T Service;
(d) OHANA will not be responsible for an Incident caused as a result of the Non-OHANA Access Services or associated equipment not working correctly.
9.2.13 acknowledge, where the OHANA Cloud Voice and Cloud Voice SIP-T Service is used in conjunction with Customer Equipment purchased outside OHANA such as Specialist Devices (but not limited to), that:
(a) OHANA will not be responsible for dealing with any other Third-Party Provider to resolve any underlying issues;
(b) you are responsible for connection and configuration of your Customer Equipment purchased outside OHANA;
(c) you and your Third-Party Provider will be responsible for:
(i) each device;
(ii) any incidents or faults impacting the device; and (iii) any incidents that impact the OHANA Cloud Voice and Cloud Voice SIP-T Service;
9.2.14 acknowledge, where Customer Equipment (purchased outside OHANA) is not working correctly, that OHANA will not be responsible for any of the incident caused by this equipment.
9.3 The End of the Service On termination of the Cloud Voice and Cloud Voice SIP-T Service by either of us, you will:
9.3.1 provide OHANA with all reasonable assistance necessary to remove Loaned Equipment from the Site(s);
9.3.2 disconnect any Customer Equipment from Loaned Equipment located at the Site(s);
9.3.3 not dispose of or use Loaned Equipment other than in accordance with OHANA’s written instructions or authorisation;
9.3.4 arrange for any Loaned Equipment at the Site(s) to be returned to OHANA; and
9.3.5 be liable for any reasonable costs of recovery that OHANA incurs in recovering the Loaned Equipment.
10 Notification of Incidents
10.1 Where you become aware of an Incident: 10.1.1 subject to Paragraph 10.4, the Customer Contact will report it to the Service Desk; and 10.1.2 OHANA will give you a Ticket.
10.2 OHANA will inform you when it believes the Incident is cleared and will close the Ticket when: 10.2.1 you confirm that the Incident is cleared within 24 hours after having been informed; or 10.2.2 OHANA has attempted unsuccessfully to contact you, in the way agreed between both of us in relation to the Incident, and you have not responded within 24 hours following OHANA’s attempt to contact you.
10.3 If you confirm that the Incident is not cleared within 24 hours after having been informed, the Ticket will remain open, and OHANA will continue to work to resolve the Incident.
10.4 Where you have a Non-OHANA Access Service you will confirm that there is not an issue with the Non-OHANA Access Service before reporting an Incident to the Service Desk.
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