1 Unified Lync Voice, Hosted IP, PBX or SIP-Trunk Service Document 1. How these Terms and Conditions work 1.1 This Service Document shall form part of the Agreement and shall apply to the Hosted IP Telephony Services and/or IP Exchange Services which we have agreed to provide to Customers. 1.2 The terms defined in Schedule 4 shall apply in this Service Document. 1.3 Each Customer Requirements Form prepared in accordance with this Service Document shall form part of the relevant Order for the Hosted IP Telephony Services and/or IP Exchange Services. 2. What we will do 2.1 We will provide the Hosted IP Telephony Services and the IP Exchange Services to your Customer more particularly detailed in the relevant Order. Subject to the Agreement, this Service document and any Customer Requirement Form(s) prepared in accordance with this Service Document, those Services shall be provided in accordance with our relevant agent or sub-contractor's standard specifications and policies and those of their suppliers (as amended from time to time). 2.2 Where the Hosted IP Telephony Services and/or IP Exchange Services detailed in the relevant Order Form are to be provided on an "off-network" basis (i.e. where we are not providing telecommunications cabling and/or connectivity services as part of our Services, to (amongst other things) enable your Customer to connect to the Hosted IP Telephony Services and/or IP Exchange Services), we may, on request, refer you to an independent third party provider of Professional Services for advice on (amongst other things) whether the Customer Equipment and Customer IP Network is/are Compatible. You acknowledge and agree that such third party is not a sub-contractor or agent of ours and that we are not responsible, and shall not have any Liability, for the performance of that third party. You are free to choose an alternative provider of the same or similar services. 2.3 We shall be entitled to decline to accept or delay acceptance of an Order, and notwithstanding our acceptance of an Order as contemplated by the Agreement, we shall be entitled to subsequently terminate an Order without liability to you where: any relevant agent or sub-contractor of ours (including our Carrier) or any of its suppliers do not consider that it has the necessary capacity or resources to provide the relevant services and/or will not increase such capacity or resources. We will however seek reassurance from such
2 parties that they has the required capacity and resources before accepting any Order; or we are advised by any relevant agent or sub-contractor of ours that Hosted IP Telephony Services and/or IP Exchange Services cannot be provided for any reason. 2.4 It is a condition precedent to any relevant Order of IP Exchange Services that Interoperability Testing is carried out prior to any relevant Activation Date. During the Interoperability Testing Slot our Carrier will conduct Interoperability Testing on the Customer Equipment and Customer IP Network in accordance with the Product Handbook to establish whether it is Compatible. If our Carrier considers this not to be the case, either you or we may terminate such Order with immediate effect by giving written notice to the other party. In the event of any such termination, you shall pay any charges we incur to our Carrier in respect of services they have performed to such date, including any applicable charge for Interoperability Testing. We reserve the right to charge you for any costs we incur (including costs we incur in paying our Carrier or other sub-contractors) in the event that such testing is not carried out during the Interoperability Testing Slot through no fault of ours, our Carrier or our agents and sub-contractors. 2.5 Notwithstanding the conducting of Interoperability Testing as described above, you acknowledge and agree that it is your responsibility to ensure that your Customer provides, manages and maintains the Customer Equipment and the Customer IP Network that will interface with our equipment, any third party (including Carrier) equipment, and the Carrier IP Exchange and Carrier IP Network, and ensure they are Compatible. If the Customer Equipment or the Customer IP Network is modified or changed in a manner that may have a detrimental impact on our equipment, any Carrier equipment, the Carrier telecommunications network, the equipment or network of another customer or otherwise, you must provide us with 28 days prior written notice and we reserve the right to immediately suspend or terminate the Hosted IP Telephony Services and/or IP Exchange Services by notice in this event. 3. What you will do 3.1 You shall: co-operate and ensure that the Customer co-operates in full with us in drawing up a fully completed Customer Requirements Form, including specifying in full the Customer s requirements in respect of the relevant Hosted IP Telephony Services and IP Exchange Services; procure for us the right for us and our third party contractors and agents to make any site visits to the Customer s premises during normal business hours as reasonably required in order to perform the Hosted IP Telephony Services and IP Exchange Services and to install and activate
3 any relevant equipment and cabling, and procure that the Customer gives them complete access to its premises, the Customer Equipment and the Customer IP Network in order for them to do so; and (c) comply with the provisions of the Schedules. 3.2 You acknowledge and agree that: (c) you will ensure that you and your Customer comply with the terms of Part 2 of Schedule 2 (Emergency Calls Access), and you acknowledge and agree to the limits of the emergency call support provided; you must ensure that all information you and/or your Customer provides to us is materially accurate and update us promptly in the event that any such information changes so as to ensure the accuracy of the Carrier Emergency Services Database. You acknowledge that we may not be able to convey Calls where accurate information is not provided in accordance with this clause; you acknowledge and agree that: (i) (ii) (iii) the Customer Equipment requires mains power to make Emergency Calls; End Users are required to confirm/provide their location when making an Emergency Call to enable the correct Emergency Organisation to respond; and an Emergency Call made by VOIP may not receive the same network priority as an Emergency Call made on a mobile network or on a circuit-switched fixed line. (d) (e) if your Customer uses the Hosted IP Telephony Services and/or IP Exchange Services in any way restricted or otherwise prohibited by the Agreement and/or this Service Document, or we have reasonable grounds to suspect such use, we may take reasonable steps to stop such use, including to suspend the Hosted IP Telephony Services and/or IP Exchange Services or any element of it and/or attenuate Port Capacity immediately by notice to you. If we do so, you shall continue to be liable for all Charges which apply to the Hosted IP Telephony Services and IP Exchange Services unless and until the relevant Order is terminated; we may pass all information in our possession relating to the Customer on to our relevant agent or sub-contractor to the extent that we are required to do so by applicable law and/or by contract for inclusion in the Database; that they may contact the Customer in connection with their provision of the same from time to time, and that such information may
4 remain in the Database following termination of any relevant Order. 4. Service Levels & Service Credit 4.1 For the purposes of this clause 4 only: available means the ability to use the Hosted IP Telephony Service to take or make calls and unavailable shall have a cognate meaning; and Month means each calendar month from the commencement date of the Order until the termination or expiry of the relevant Order, or where the Order commences or terminates part way through a calendar month, the relevant part of such calendar month starting on the commencement date or ending on the date of expiry or termination (as applicable); 4.2 Subject to the following provisions of clause 4 below, the Hosted IP Telephony Services shall be fully available for use at least 99.9% of all hours in each Month. 4.3 If the Hosted IP Telephony Services are unavailable for reasons other than due to: (c) a Customer Failure; Scheduled Maintenance outside Business Hours or where we have given you 7 days notice; or a fault affecting any telecommunications service connecting the edge device(s) of the Customer s information technology network (whether comprising the Customer Equipment or otherwise) to the edge device(s) of the information technology network from which we provide the Services (whether via the public switched telecommunications network or otherwise and including any connectivity services provided by us); (each an Excusing Reason ) we will credit to your account an amount calculated in accordance with this clause 4 ("Service Credit"). 4.4 The Service Credit will be your only remedy in respect of any unavailability of the Hosted IP Telephony Services. 4.5 For each whole period of 30 minutes in which the Hosted IP Telephony Services are unavailable, (excluding any periods during which they are unavailable due to an Excusing Reason) you will receive a Service Credit of 10% of the total license charges relating to the relevant Hosted IP Telephony Service affected which you have paid for the Month in which the unavailability occurred (calculated on a pro-
5 rate basis as appropriate), up to a maximum total of 100% of the total license charges relating to the relevant Hosted IP Telephony Service for that Month. 4.6 If the Hosted IP Telephony Services are not available at least 95% of all hours in each Month (excluding any periods when they are unavailable due to an Excusing Reason), then this shall be regarded as a very serious breach of the relevant Order in accordance with the Agreement. 4.7 You acknowledge and agree that: clauses 4.1 to 4.6 (inclusive) of this Service Document only apply in respect of Hosted IP Telephony Services, do not apply to IP Exchange Services, and do not apply where Hosted IP Telephony Services are provided on an "off-network" basis (as more particularly described above); and we provide you with no service level in respect of IP Exchange Services; this position reflects the fact that we receive no service level from our Carrier who provides commensurate services to us. 5. Administrator and related Training 5.1 A reasonable period of time in advance of the Activation Date of the Hosted IP Telephony Services and IP Exchange Services, you shall ensure that your Customer nominates two people to act as its dedicated administrators in respect of the Hosted IP Telephony Services and IP Exchange Services. You shall notify us promptly in the event that any such administrator is replaced or becomes otherwise unavailable for any prolonged period of time. We shall only liaise with those administrators (or his/her successor(s) so notified to us). You shall ensure that these initial administrators attend all training sessions detailed in the relevant Order. Any successor administrator(s) may be required to attend further training sessions in respect of the Hosted IP Telephony Services and IP Exchange Services, which will be furnished by us at an additional cost to you. 6. Termination 6.1 In the event that either party gives notice to terminate an Order, notwithstanding any term to the contrary, we shall determine (acting in accordance with our reasonable discretion) as to whether a Complex Routing Plan is required in order to cease the Hosted IP Telephony Services and/or IP Exchange Services. In the event that such a Complex Routing Plan is required, the relevant Order shall terminate in accordance with the timeframes for termination set out in our (or our relevant subcontractors) Product Handbook.
6 SCHEDULE 1 HOSTED IP TELEPHONY SERVICES Internet protocol telephony services comprising the following: 1. Hosted voice-over-internet protocol (VoIP) service The provision of a hosted VoIP private branch exchange (PBX) telecommunications service to which you connect via the world-wide-web, facilitating internal telecommunications connections (i.e between your Customer s end users and your Customer s premises). 2. Hosted session initiation protocol (SIP) trunking service The facility to use the hosted voice-over internet protocol service (as described above) to make external telecommunications connections to the local public switched telephone network via the world-wide-web by means of SIP. Notwithstanding the foregoing provisions of this Schedule 1, and for the avoidance of doubt, the Hosted IP Telephony Services do not include IP Exchange Services, the provision of telecommunications line(s) and/or related connectivity services to allow your Customer to actually connect the Customer IP Network to that of any relevant third party (including that of our agents or sub-contractors) or (c) the provision, maintenance or any other services concerning the Customer IP Network or the Customer Equipment. All such line(s) and services must be procured separately.
7 SCHEDULE 2 IP EXCHANGE SERVICES PART 1 GENERAL IP EXCHANGE SERVICES 1 SERVICE DESCRIPTION 1.1 The IP Exchange Service conveys VOIP Calls from and to the Customer IP Network via the Carrier IP Exchange to and from: the Carrier PSTN Network; Third Party PSTN Networks; (c) mobile telecommunications networks; (d) International Destination Networks; and (c) the IP Network of other third party end users. 1.2 The IP Exchange Service has the following components: the Carrier IP Exchange VOIP Gateway, which facilitates: (i) Break Out Calls; (ii) Break In Calls; and (iii) VOIP to VOIP Calls. the Carrier IP Exchange Video Gateway, which facilitates: (i) 3G Break Out Video Calls; and (ii) 3G Break In Video Calls. (c) Emergency Calls Access. 1.3 The IP Exchange Service does not include Access. Products providing Access must be purchased separately and do not form part of the IP Exchange Service. 1.4 Access to the IP Exchange Service may be by the following methods: via the Internet; via a Carrier's Net Access product;
8 (c) via direct access through and agreed NAP (Neutral Access Point); (d) via direct connectivity to an IP Exchange POP site. 1.5 Your Customer must operate an IP Network to receive the IP Exchange Service. 2 CALLS NOT CONVEYED 2.1 You must select one of the call barring profiles set out in Annex A to this Part 1 in relation to each Order. Calls will not be conveyed by the IP Exchange Service to the barred number range selected, unless otherwise agreed in writing by the parties. 3 NUMBER PORTING You acknowledge and agree that there may be some restrictions and limitations to geographic number portability as set out in the Product Handbook. 4 SERVICE ASSURANCE AND PROBLEM MANAGEMENT 4.1 In the event of any fault being found in the IP Exchange Service, you must report such fault direct to us and not to our Carrier. 4.2 We are only responsible for faults affecting Our Equipment and/or the Carrier Network. If we do work to investigate or correct a reported fault and find there is no fault in Our Equipment and/or the Carrier's telecommunications network, you will be liable to pay Carrier s and our reasonable costs for the work carried out. 4.3 We will advise you as soon as reasonably practicable when reported faults have been closed. 5 SERVICE CONSTRAINTS 5.1 You acknowledge that some technical limitations with the IP Exchange Service may not become apparent until after the IP Exchange Service has been installed and working for some time. In such circumstances, Carrier may withdraw the IP Exchange Service or components of the IP Exchange Service, in which case Carrier may (at our discretion) credit any relevant Charges paid in advance by you. 5.2 If Call traffic conveyed via Carrier IP Exchange or the Carrier PSTN Network for onward termination on an International Destination Network is abnormally high then Carrier or Carrier s overseas partner may instigate network management control measures. 5.3 The IP Exchange Service will not support the following call types:- Break Out Calls to:
9 (i) 1XX, 1XXX and 1XXXX codes (excluding Directory Enquiry services) (ii) 070 Personal Numbering Services; and (iii) Dial up Internet. (iv) International Free Phone (00800) Break In Calls which Carrier may add to from time to time. (i) 070 Personal Numbering Services; and (ii) International Free Phone (00800) (c) short message service and text messaging. (d) fax T38 or G711 upspeed. Annex A Break Out and VOIP to VOIP Calls conveyed and not conveyed by the IP Exchange Service Call barring Profile 1 maximum access Calls conveyed All CP number ranges UK PSTN number ranges 01x, 02 x 05x 08x and 09x International numbers (except Free Phone 00800) Mobile ranges 077, 078 and 079 Directory Enquiry Services 118xxx Emergency services 999 Calls not Conveyed Service codes (except 100 and 150 by agreement) CLI prefixes Indirect access Dialup internet Note that the clauses set out in this Agreement regarding Emergency Call Access, including including those in part 2 of Schedule 2, apply to any calls to
10 Emergency services. Call barring Profile 2 medium access Calls conveyed All CP number ranges UK PSTN number ranges 01x, 02 x, 05x and 08x International numbers (except 00800) Mobile ranges 077, 078 and 079 Directory Enquiry Services 118xxx Calls not Conveyed Service codes (100 etc) CLI prefixes Indirect access Dialup internet x and Emergency services 999 Note that the clauses set out in this Agreement regarding Emergency Call Access, including those in part 2 of Schedule 2 apply to any calls to Emergency services. Call barring Profile 3 minimum access Calls conveyed All CP number ranges UK PSTN number ranges 01x, 02 x,05x and 08x International numbers (except 00800) Mobile ranges 077, 078 and 079 Directory Enquiry Services 118xxx Emergency services 999 Note that the clauses set out in this Calls not Conveyed Service codes (100 etc) CLI prefixes Indirect access Dialup internet 070, 09x and Fixed Fee calls within 0844 and 0871 ranges.
11 Agreement regarding Emergency Call Access, including those in part 2 of Schedule 2 apply to any calls to Emergency services.
12 PART 2 EMERGENCY CALL ACCESS 1. EMERGENCY CALL ACCESS 1.1 Emergency Calls Access shall only be supplied and the terms of this Part 2 shall only apply, where Emergency Call Access forms part of an Order. We shall use reasonable endeavours to convey Emergency Calls in accordance with this Part Subject to the provisions of this Part 2, our Carrier shall convey Emergency Calls to one of the relevant Carrier Emergency Centres and, if the geographic location of the Emergency Call can be sufficiently identified, hand over such Calls to an Emergency Services Organisation. This service shall only be available for access where the Emergency call originates from a calling party located in the UK having a telephone number conforming to the National Telephone Numbering Plan, and being either from a geographic number range or from non-geographic number ranges 055,056, 03 or For the avoidance of doubt, a Customer may not acquire the Emergency Calls Access component only of the IP Exchange Service. 2. OUR AND OUR CARRIER'S OBLIGATIONS 2.1 Subject to the provisions of this Part 2, where Emergency Calls are conveyed to the Carrier IP Exchange, our Carrier shall: if the geographic location of the Emergency Call can be sufficiently identified, provide an onwards connect service to the relevant Emergency Services Organisation via a Carrier Emergency Centre telephone operator by means of two-way voice telephony; and liaise and co-operate with you in attempting to resolve problems that may arise and assist the Emergency Services Organisations with requests for call-trace in an attempt to identify the geographic location of the Emergency Call and your Customer s telephone number if not automatically provided. (c) use reasonable endeavours to convey Emergency Calls where your Customer s Port Capacity limit has been utilised or is nearing full utilisation or the Port Capacity has been attenuated. 2.2 Our Carrier shall, based upon the geographic location information available, connect an Emergency Call to the Connect To Number on the Carrier Emergency Centres Emergency Services Database shown for the Emergency Services Organisation requested by your Customer. 2.3 If our Carrier receives an Emergency Call for which it is not possible to clearly confirm the geographic location and appropriate Connect To Number, or the information is incorrect or corrupted, our Carrier shall use reasonable endeavours to convey the Call to a Connect To Number for the appropriate Emergency Services Organisation.
13 2.4 our Carrier shall correct faults which occur in the Carrier PSTN Network or the Carrier IP Exchange Service which affect Emergency Calls in accordance with Carrier s normal engineering practices. For the avoidance of doubt, neither we nor our Carrier warrant that the Carrier PSTN Network or the Carrier IP Exchange Service is, or will be, free from faults. 2.5 The Product Handbook contains procedures for the provision of customer data and additional information regarding Emergency Call Access. 3. YOUR OBLIGATIONS 3.1 You shall ensure that your Customer provides to you and then you provide to us for the use of Carrier operators and Emergency Organisations, a non-mobile telephone contact number, manned 24/7, (i) for the provision/confirmation of your Customer s name and address details and (ii) for the tracing of the originated Emergency Call in order to identify the caller s location (where such tracing is technically possible).
14 SCHEDULE 3 1. Your Obligations 1.1 You acknowledge that Artificial Inflation of Traffic poses a particular risk with the Hosted IP telephony Services and/or IP Exchange Services and you shall comply with the provisions set out in this Schedule You shall not use or permit the Hosted IP telephony Services and/or IP Exchange Services to be used in breach of our Acceptable Use Policy: 1.3 You shall monitor the profile of Calls made and received using the the Carrier Service for potential fraudulent or bad faith use, including Artificial Inflation of Traffic and take reasonable steps to prevent such use; 2. General 2.1 You: shall not knowingly engage in, assist or allow others to engage in AIT; shall use reasonable endeavours, including the use of reasonably appropriate measures, to detect, identify, notify and prevent AIT, both singly and co-operatively. Reasonably appropriate measures may include: (i) (ii) (iii) (iv) establishing and implementing a process of credit vetting and customer risk assessment of service providers; ICSTIS registration checks in respect of service providers (including the inspection of ICSTIS issued Prior Permission Certificates (or equivalent permission licence document), where such Prior Permission Certificates are required under the ICSTIS Code of Practice (or equivalent code) for the operation of certain telecommunication services); Call data monitoring or regular and timely reporting of suspected AIT activity; comprehensive contractual terms with service providers. Such terms and conditions to include obligations equivalent to those in this Schedule for the detection, identification, notification and prevention of AIT, the ability to retain reasonably suspected AIT revenues and the requirement for service providers to obtain
15 similar contractual undertakings from their own service providers; (c) (d) agree and understand that the reasonable endeavours that can be carried out by the Carrier to detect, identify, notify and prevent AIT are necessary limited; and undertake to perform your obligations under this Schedule in good faith. 2.2 Where a notice is passed between the parties under this Schedule it shall be delivered by fax on a Business Day between the hours of and If it is delivered after it shall be deemed to have been delivered on the next Business Day. Information other than notices may be delivered electronically by Restriction on Use of Information 3.1 Notwithstanding any other provisions of this Agreement in relation to information sharing, any information passed between the parties in accordance with clauses 4, 5 and 6 of this Schedule shall be used in accordance with Data Protection laws and only for the following purposes: (c) (d) to monitor, prevent or detect AIT; to assist the investigation of AIT and to undertake any associated criminal prosecutions; to undertake civil proceedings to effect recovery of losses resulting from AIT; and/or to resolve an AIT dispute. 4. Nominated Parties 4.1 Each party shall nominate in writing to the other an AIT Representative and their fax number and contact details to deal with the service of any notices referred to in this Schedule and any ancillary matters under this Schedule. Each party shall immediately notify the other in writing of any changes to such AIT Representative. Each party shall be responsible for the dissemination of information internally within its organisation. 4.2 For the avoidance of doubt, where you are hosting a telephone number of behalf of the range holder for that number you remain responsible for dealing with all matters relating to any A1 IPX Retention Notice or AIT dispute. The provisions of this Schedule shall continue to apply to you regardless of the number being
16 hosted and it shall be your sole responsibility to deduct or recover any payment relating to AIT from such other network operator. 5. Reseller Withholding Payment for AIT for Calls Handed to Outsourcery 5.1 This clause 5 applies to: Break Out Calls (including 3G Break Out Video Calls); and VOIP to VOIP Calls handed from the Customer us and then from us to the Carrier. 5.2 If you have a reasonable suspicion of AIT in respect of Calls conveyed to us, you shall serve an A1 IPX Retention Notice on us by the 10 th AIT calendar day. You may then withhold payment from us subject to the provisions of this Schedule. 5.3 You shall supply the associated AIT Call Data to us by the 20 th AIT calendar day by (or exceptionally by special delivery or recorded delivery post if the data is too large to send by ) and confirm by fax the despatch of the associated AIT Call Data. 5.4 If the AIT Call Data has not been supplied by on the 20 th AIT calendar day, you shall be deemed to have withdrawn that A1 IPX Retention Notice in respect of all the Calls referred to in that A1 IPX Retention Notice and clause 5.8 of this Schedule shall apply. 5.5 If we or the Carrier do not accept there are reasonable grounds for an A1 IPX Retention Notice, we shall advise you in writing by the 35 th AIT calendar day (unless that A1 IPX Retention Notice has been deemed to have been withdrawn) of those reasons. 5.6 If we fail to provide written reasons to reject the A1 IPX Retention Notice in accordance with clause 4.5 of this Schedule by the 35 th AIT calendar: (c) you shall retain permanently the sum stated in the A1 IPX Retention Notice from us; we shall issue a credit note to you within 7 calendar days for the sum stated in the A1 IPX Retention Notice; and you will be entitled, in default of the issue of any such credit note within such period, to issue a debit note to us for the sum stated in the A1 IPX Retention Notice
17 provided always that this clause shall only apply to the extent that we are entitled to exercise against the Carrier rights equivalent to your rights in this clause After receipt of written reasons rejecting an A1 IPX Retention Notice you may serve on us by the 45 th AIT calendar day written notice of: (c) a dispute in relation to for the full sum withheld under the A1 IPX Retention Notice; or a dispute for part of the sum, and a withdrawal advice for the balance of the sum, withheld under the A1 IPX Retention Notice, clearly identifying the precise Call traffic to which the dispute and the withdrawal advice relate; or a withdrawal advice for the full sum withheld under the A1 IPX Retention Notice. 5.8 If withdrawal advice is served, you shall immediately make payment to us of: all of the sum specified in the A1 IPX Retention Notice, or in the event of written dispute advice being served under clause 5.7 of this Schedule the sum specified in the withdrawal advice which is no longer the subject of any retention claim; and interest on the sum specified in the withdrawal advice calculated in accordance with clause 8.1 of this Schedule 5.9 Where sub-clause 5.7 or of this Schedule applies: if 54 AIT calendar days have elapsed since the issuing of the A1 IPX Retention Notice and the dispute has not been resolved the matter will become an AIT dispute and the provisions of clause 6 of this Schedule shall apply. 6. Withholding Payment for AIT for Calls Handed to the Customer 6.1 This clause 5 applies to both: Break In Calls (including 3G Break Out Video Calls); and VOIP to VOIP Calls handed from the Carrier to us to the Customer. 6.2 If we or the Carrier has a reasonable suspicion of AIT in respect of Calls conveyed to you, we shall serve an A1 IPX Retention Notice on you by the 18 th
18 AIT calendar day. We may then withhold payment from you subject to the provisions of this Schedule. 6.3 We shall supply the associated AIT Call Data to you by the 28 th AIT calendar day by (or exceptionally by special delivery or recorded delivery post if the data is too large to send by ) and confirm by fax the despatch of the associated AIT Call Data, except in situations where such AIT Data is held by a party to the Carrier's Standard Interconnect Agreement and we and/or the Carrier has requested from that party that AIT Data but has yet to receive it, in which case we shall provide the AIT Data as soon as reasonably possible after it has been received. 6.4 If the AIT Call Data has not been supplied by on the 35 th AIT calendar day, we shall be deemed to have withdrawn that A1 IPX Retention Notice in respect of all the Calls referred to in that A1 IPX Retention Notice and clause 6.8 of this Schedule shall apply. 6.5 If you do not accept that there are reasonable grounds for an A1 IPX Retention Notice, you shall advise us in writing by the 30 th AIT calendar day (unless that A1 IPX Retention notice has been deemed to have been withdrawn). 6.6 If you fail to provide written reasons to reject the A1 IPX Retention Notice in accordance with clause 6.5 of this Schedule by the 30 th AIT calendar day: (c) we shall retain permanently the sum stated in the A1 IPX Retention Notice from you; you shall issue a credit note to us within 5 calendar days for the sum stated in the A1 IPX Retention Notice; and we will be entitled, in default of the issue of any such credit note within such period, to issue a debit note to you for the sum stated in the A1 IPX Retention Notice. 6.7 After receipt of written reasons rejecting an A1 IPX Retention Notice we may serve on you by the 52 nd calendar day written notice of: a dispute in relation to for the full sum withheld under the A1 IPX Retention Notice; or a dispute for part of the sum, and a withdrawal advice for the balance of the sum, withheld under the A1 IPX Retention Notice, clearly identifying
19 the precise Call traffic to which the dispute and the withdrawal advice relate; or (c) a withdrawal advice for the full sum withheld under the A1 IPX Retention Notice. 6.8 If withdrawal advice is served, we shall immediately make payment to you of: all of the sum specified in the A1 IPX Retention Notice, or in the event of written dispute advice being served under clause 6.7 of this Schedule the sum specified in the withdrawal advice which is no longer the subject of any retention claim; and interest on the sum specified in the withdrawal advice calculated in accordance with clause 8.1 of this Schedule provided always that these obligations only apply to the extent that and from the point at which we receive any such sums in cleared funds from the Carrier. 6.9 Where sub-clause 6.7 or of this Schedule applies, if 54 AIT calendar days have elapsed since the issuing of the A1 IPX Retention Notice and the dispute has not been resolved the matter will become an AIT dispute and the provisions of clause 7 of this Schedule shall apply Where sub-clause 6.1 of this Schedule applies, if we have raised an A1 IPX Retention Notice, we shall not be obliged to pay the Customer Call Charges unless and until: the AIT Dispute has been resolved and determined not to be AIT; and the Carrier has received the appropriate sums from a VOIP to VOIP Call originating network operator. 7. AIT Disputes and Dispute Resolution 7.1 Both parties agree they have an obligation in relation to AIT disputes and/or matters under this Schedule to: (c) resolve AIT disputes in an expedient, appropriate, timely and co-operative manner; and to exercise good faith in relation to the investigation and resolution; and provide such information as may be reasonably requested by the other party for the sole purpose of investigating and/or resolving such dispute.
20 7.2 The dispute resolution provisions of the Reseller Agreement shall not apply to AITdisputes. 7.3 We shall be entitled to determine in its sole and reasonable discretion whether or not particular Call traffic is or is not AIT. 7.4 If we or the Carrier determines in its reasonable opinion that particular Call traffic referred to in an A1 IPX Retention Notice is not AIT then the party raising that A1 IPX Retention Notice shall be required to pay all and any Call Charges and to pay interest at the rate set out in clause 7 of this Schedule for any overdue payments unless clause 7.5 applies. 7.5 Where we or the Carrier determines in its reasonable opinion that particular Call traffic referred to in an A1 IPX Retention Notice is not AIT and additionally we or the Carrier reasonably believes you have not acted in good faith in relation to any matters concerning AIT or suspected AIT, you shall be required to pay all and any Call Charges and to pay interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, both before and after judgment. 8. Interest 8.1 Any interest that is specified to be paid under the provisions of this Schedule shall be calculated from the date when it was contractually otherwise due to be paid but for the service of an A1 IPX Retention Notice to the date when payment was finally made at the interest rate of LIBOR plus 4 percent.
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