Foehn - SERVICE DEFINITION. An overview of the IP Phone System Service

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1 Foehn - SERVICE DEFINITION An overview of the IP Phone System Service With a Hosted Telephony system from Foehn, you have all the features and functionality of an IP phone system such as inbound automated call distribution (ACD) and dynamic queue management. Reduce operational budgets by removing PBX maintenance costs, hosted telephony systems based on IP can provide a very compelling proposition. As an established company, whether you are looking to reduce operational budgets by removing PBX maintenance cost, or improve profitability, the full functionality of an enterprise grade hosted telephony solution offers total control and peace of mind. Total Control Open Platform Cross Platform Integration End User Portal Configurable Reception Console Comprehensive Call Centre Reporting Queues & Agent Statistics Reconfiguration Peace of Mind, Low Risk 24 / 7 Support and Monitoring Hardware Fail over Expert Design & Deployment from call centre specialists Data Centre Disaster Recovery Redundant Networks Significantly Improve Profitability Minimal Capex No Licence fees No expensive maintenance fees No vendor Lock-in Resilient Dynamic Scaling Network Rationalisation Improve Customer Relationships Bespoke Configuration Feature Rich Platform Location Independent Voic to Media File Management

2 ACD / IVR Hunt Group Integration with any CRM with an API Integration with back end systems Business Continuity & Security If anything happens at your offices or your remote sites - your communication system carries on as normal as it resides in our fully redundant and secure data centre Low risk, phased migration with Foehn s team of expert professionals. First we install a fully working system so you can check everything is in order before you make your final decision to go live. Flexibility Easily move, add and change extensions, agents, and reports and dial plans through a simple web interface. Home and remote working is catered for. Our Hosted VoIP telephony and call centre systems are built on open standards, meaning that you have the choice as to what sort of endpoints you use. Full Features Call Features Call ID Blocking Call Queuing Call Screening Based on Caller ID Call Forward on Busy Call Forward on No Answer Call Forward Follow Me (concurrent or linear) Call Forward Follow Me Based on Caller ID (concurrent or linear) Call Parking and Retrieval Multi-Level IVR Auto Attendants Schedules Inbound & Outbound Routes Ring Groups & Hunt Lists (list of ring groups) Free inter-site calls Audio Conferencing Interactive voice response (IVR) alerts of missed calls Full Call Records

3 Do Not Disturb Virtual Extensions (pure forwarding). Voic Features Voic to Forwarding Message Waiting Indicator Web Management of Voic Recordings Voic Configuration Access to Voic Messages Visual Voic Media Files Management Music-on-Hold Management and Upload Click-to-Call Recording of Messages Call Centre Features ACD Queues Local & remote Agents Comprehensive reports Outbound progressive dialler Conferencing Conference Rooms Both Fixed & Dynamic Rooms Personal Conferences Real-time Conference Management Directory Company Directory Enhanced Directory Personal Contact List Access to Directory with Click-to-Call Personal Contact List with Click-to-Call Billing Call Directory Records

4 Add-ons CRM application integration (additional charge) Reception Console with configurable layout and presence status Call recording On-boarding and Off-boarding processes/scope etc. Introduction The Services provided by Supplier to Customer are in relation to the Computing Infrastructure, which comprises all computing hardware and software, telephony and local and wide area networks used by Customer. The Services also include various Service Levels. [Customer websites are not part of this infrastructure and their hosting and support arrangements are not included in the Services.] The nature of the Services is described as the maintenance, support and management of the Computing Infrastructure including for example: on-site support; off-site hosting arrangements; and securing, maintaining and monitoring the overall network as well as individual network devices and systems. A summary of the key elements of the Services is given below. Hardware and software support for all technology which comprises the Computing Infrastructure. [Hosting of network infrastructure hardware that is not physically located at Customer s Site.] Provision of services visible to end users of Customer s network such as: a Service Desk for user support (out of hours on an emergency basis); execution of requests made to the Service Desk; trouble-shooting and break-fix maintenance; and procurement and installation of hardware at Customer s Site upon request (e.g. desktop and laptop computers). Provision of services that are invisible to end users of Customer s network, which are nonetheless critical to its operation such as: configuration, monitoring and management of local and wide area networks; problem management, incident resolution, fault-fixing and escalation management; outage reporting; back-up management; infrastructure hardware and software procurement, configuration and installation (upon request); and security monitoring and management. Key Services The Key Services means parts of the Services for which fully functioning availability is of critical business importance to Customer, and to which certain specific provisions apply. The Key Services are: 1. services 2. Internet connectivity 3. Perimeter access Control

5 4. Local area networking 5. Storage area network 6. Virtual machine infrastructure 4.7. WAN 5.8. [Hosted telephony services] [TBD] 6.9. [Printing/Reprographic Services] [TBD] [Active Directory infrastructure] Backup and recovery services Desktop and Laptop services 2 Infrastructure The Site Manual, which is owned and maintained by Supplier provides all of the configurations, hardware, software, licenses, ownership, management responsibilities and warranties applicable to the Computing Infrastructure at any time. 3 Service Desk Priorities and Response Times The Service Desk target response times (which are subject to the provisions in clause 6.3 of the Agreement) are shown below. This includes responses for system faults or problems, for general service and support requests and for Change Requests made to the Service Desk by Customer. Response times are measured from the earlier of: the time a fault or problem is reported (or a query or Change Request is made) to Supplier by Customer; or (in the cases of faults or problems) the time at which such fault or problem is identified by Supplier. Priority Description Target Response time Emergency Business critical loss of Key Services. 30 minutes Major Minor Non-service affecting Non-Chargeable Changes Chargeable Changes High risk to internal operational processes, for example: repeated brief system crashes or repeated losses in system availability, loss of system redundancy, loss of diagnostic systems, loss of individual systems. Minor impact on internal operational processes, for example: a single brief period of loss of system availability for a single system, minor service degradation resulting in low business impact, informal service or support questions. Any other faults which do not affect all Customer users. Moves, additions, changes and deletes as detailed in clause 9.1 of the Agreement. Changes to the system beyond the current design 1 hour 8 hours 2 days 1 day As per scope of work

6 Further service level details (including escalation times) and information of Supplier s Problem Management approach can be found in section 4 of this Schedule A. For the above purposes a response constitutes: 1. Supplier providing the following details to the individual reporting a problem or fault: (a) the name of the individual who is dealing with the issue; (b) confirmation that such individual is actively working to resolve the issue; and (c) details (as far as possible at the time) of the cause, the steps being taken and/or proposed to resolve the issue, when the issue is expected to be resolved and/or when the individual reporting the system fault will be updated. 2. In the case of all items classified as either emergency or major, Supplier will also provide the information in (1) above to the designated Customer Contact, if this is not the person who has initiated the call to the Service Desk. Customer will use reasonable endeavours to route all service and support requests through the Customer Contact to limit duplicate requests being raised. Customer also acknowledges that Supplier is not liable for meeting the target response time to the extent that a response is delayed or is in any way impaired solely as a result of lack of access to the individual reporting the problem, Customer Contact or any device relevant to the problem. 3.1 Progress Updates For emergency and major priority items, whilst these remain outstanding status updates will be provided to Customer by the Service Desk at regular and meaningful intervals. The specific intervals will be agreed between the Service Desk and Customer upon initial notification. It is the responsibility of Customer to ensure correct contact information is provided at the time of initial notification to the Service Desk. For all other Service Ticket priorities Customer will only normally receive an update from the Service Desk to inform them that the Service Ticket has been closed, except for any contact between Supplier and Customer that may be required in the normal course of resolving the item. 4 Problem Management 4.1 Definition The purpose of the Problem Management process is to maintain the performance and availability of the Computing Infrastructure and the Services by identifying, assessing, and rectifying any faults affecting any aspect of these and restoring them to their intended level or mode of operation. A fault is defined as any situation which results in the partial or complete loss of any aspect of Computing Infrastructure or the Services. The Service Desk is responsible for accepting and tracking all problem notification calls from Customer and for initiating the Problem Management process for faults identified by Supplier or Supplier s monitoring systems (subject to the provisions in clause 6.3 of the Agreement). The Problem Management process begins as soon as any fault is identified whether by Supplier or Customer. The Problem Management process is managed and logged by the Service Desk. 4.2 Fix and Escalation

7 The fix and escalation process is divided into three tiers of support being: the Service Desk, Second Line Support and Third Line Support. For the purposes of this process notification means communicating the fact and nature of the problem to the named support tier or person, whereas escalation means that responsibility for resolution of the problem is passed to the named support tier or person. The three support tiers are described below. Service Desk (1 st line support) A broad level of technical knowledge and experience exists at this level; staff are trained in Supplier Problem Management process. Upon receiving fault notification the Service Desk documents the relevant information, communicates the Service Ticket number to Customer (where relevant), and initiates trouble-shooting. The objective of the Service Desk is to resolve as many problems as possible, however if the fault cannot be resolved by the Service Desk it will be escalated as described below. Notification and escalation Emergency faults Immediate notification to 2nd and 3 rd Line Support Immediate notification to Service Desk Team Leader and Supplier Account Manager Major faults Immediate notification to 2nd Line Support and to Service Desk Team Leader All other faults Escalation to 2nd Line Support if not fixed within 2 hours Closing Service Tickets Following problem resolution the Service Desk is responsible for informing Customer and closing the relevant Service Ticket. 2nd Line Support 2 nd line support staff are responsible for resolving more complex faults, having a higher level of technical knowledge, qualification and experience. Notification and escalation Emergency faults If not fixed within 30 minutes: Escalation to 3 rd Line Support, and notification to Supplier Account Manager Major faults If not fixed within 1 hour: Escalation to 3 rd Line Support, and notification to Supplier Account Manager All other faults Escalation to 3 rd Line Support if not fixed within 8 hours

8 3rd Line Support 3 rd line support is provided by highly qualified specialists, with a focus on a specific technology competence. This is delivered by Supplier specialists or in special cases by external expertise, for example higher-level vendor support may be utilised. 5 Service Support Deliverables The information below provides detailed definitions of the support service deliverables (which are subject to the provisions in clause 6.3 of the Agreement) that form part of the Services delivered to Customer. The Services in this Schedule A are subject to all agreed and implemented Changes. Support Service Deliverable Definition Service Delivery Management Quarterly service review A quarterly review at [Customer s Site] that reviews a summary of SLA performance, service and availability reporting, any proposals to develop or change the Computing Infrastructure or Services, the status of all Change Requests raised but not yet implemented, a report of all security breaches including Supplier compliance to the Customer IT and Information Security Policy, a review of the Site Manual (as required by Customer) and any other matter relevant to the continued provision of the Services in a safe and robust manner. The meeting to be chaired by Customer but all necessary management information required for the above topics to be provided by Supplier. Service Desk 24 x 7 Service Desk Unlimited Service Tickets Service call review Managed device information Historical system events reporter The Service Desk and Second and Third Line support tiers are available to Customer 24 x 7 x 365 via a defined telephone number and contract code. Customer has no restriction on the number of Service Tickets raised. The Service Desk can be contacted at any point with queries regarding Service Ticket status. Upon the reasonable request of Customer, the Service Desk will provide verification of the configuration of any platform on the Computing Infrastructure to the Customer Contact (or an agreed delegate). Upon the reasonable request of Customer, the Service Desk will provide verification at any time of error events for any platform on the Computing Infrastructure to the nominated Customer Contact (or an agreed delegate).

9 Real-time availability reporting Online support portal access and reporting Upon the reasonable request of Customer, the Service Desk will provide verification at any time of the current availability of any system on the Computer Infrastructure to the Customer Contact (or an agreed delegate). Supplier provides 24x7x365 access to a secure online portal providing access to Service Tickets, real-time and historical system availability information, platform and platform configuration information. Remote and On-site Support 24 x 7 Remote support team 24 x 7 x 4 Engineer to site Supplier supports the Computing Infrastructure remotely through the use of diagnostic, problem management and fix processes operated 24 x 7. Engineers will travel to site when necessary, but in general such on-site activity will be limited to Standard Working Hours. In exceptional circumstances Supplier will work outside of Standard Working Hours to fix specific matters than cannot be dealt with during the daytime. When on-site presence is required (e.g. to deal with a hardware failure) a Supplier engineer will arrive at the required location within 4 hours of the requirement being established. This has no evening or weekend restrictions. Spares to Site 24 x 7 x 4 spares to site Onsite sparing Shipping Subject to either an unexpired warranty or if no such warranty is applicable, an appropriate Service contract being in place (at the cost of the Customer). When replacement hardware is required it will arrive at the location to be installed within 4 hours of the requirement being established. This has no evening or weekend restrictions. Subject to only where the Customer and Supplier have a prior agreement in writing, Supplier will manage onsite spares for components prone to failure, of a mass scale (such as hard drives or GBIC modules), or extremely critical in nature. Supplier is responsible for shipping and transporting components between third party and Customer sites wherever necessary, giving (where reasonable) prior notice to the Customer of any shipping or transportation costs chargeable to the Customer. Incident Management

10 Incident problem management Business Continuity Plan This is an integral part of support generally. The service includes pro-active monitoring, fault management, diagnostics and resolution (including patching and hotfix application where applicable), timely escalation and notification to Customer. The process will be operated according to Supplier procedures agreed from time to time with Customer but at all times in accordance with the Customer IT and Information Security Policy (Schedule C). Subject to clause 6.3 of the Agreement, Supplier will apply all reasonable endeavours to cooperate with the Customer in establishing suitably detailed and robust arrangements in respect of the Services covered by this agreement in accordance with the Customer s Business Continuity Plan, notified to the Supplier from time to time, and the regular testing of such arrangements. Change Management Platform Q&A and peripheral system change impact analysis Application of routine patches / hot fixes for ongoing best practice maintenance Supplier will provide ad-hoc and/or on-demand advice to Customer regarding potential re-configurations of the Computing Infrastructure and analysis of potential risks and impacts. The service provides for Supplier to provide ongoing advice to the Customer in maintaining an appropriate patch management policy. Unless otherwise agreed with the Customer, the Supplier will apply all patches/hot fixes on a timely basis unless there is reasonable cause not to apply such patches/hot fixes (and notifying the Customer accordingly). In all cases the Supplier will take reasonable steps to validate the efficacy of any patch/hot fix before its implementation. This service does not relate to critical security patches, which is addressed under Security Management in this Section 5 of Schedule 1. Contract Management [Asset management] License subscription [Supplier will maintain an up to date register of IT assets (this may form part of the Site Manual) detailing all hardware, licensed software and equipment that forms part of the Computing Infrastructure along with location and ownership (Customer or Supplier) of such, and maintenance responsibility (identifying the relevant sub-contractor tofoehn). For the avoidance of doubt, this requirement does not include all desktop IT equipment at the Customer Site.] Save for certain exceptions agreed with Customer, Supplier is responsible for managing licensing arrangements for all licensed software, ensuring subscriptions are complete and cost effectively renewed when required.

11 SSL certificate management Access to patches and software upgrades Vendor support & escalation Supplier is responsible for managing SSL/authentication certificates used by and within the Computing Infrastructure, including renewals and placement on the system. This is designed to prevent unexpected certificate expiry and system outage. Supplier will, in accordance with the instructions of the Customer, manage Customer s subscription to patches and software upgrades that are deemed necessary for ongoing maintenance. Supplier will notify the customer when it becomes aware of a potential upgrade which would benefit the customer in some way or ensure ongoing compliance with the ROL IT and Information Security Policy, as set out in Schedule C of this Agreement. Supplier will maintain an escalation route to platform vendors for technical escalation of complex or recurring faults, bug reports and access to hot fixes/patches. Configuration Management Platform back-up & restoration The Supplier will manage and maintain server configuration and data back-ups in accordance with the instructions of Customer and to effect timely restoration of these in the event of a failure. The back-up assurance is based on restoration to an index of back-ups over a historical period agreed between Supplier and Customer, and also provides for the recovery of any data held on the Computing Infrastructure (with the exception of hard drives within laptop and desktop equipment) in the event of the total or part loss of such data for whatever reason. Threshold Management Device health status Application health status Critical threshold status A monitoring service used to determine that devices are powered on and connected to the network. This measure is largely used for profiling major power, operating system or network faults. A monitoring service used to determine the availability of applications running on a device. This measure is largely used for profiling software errors on a system, but is not always achievable depending upon platform functionality. This constitutes a basic measure of system performance across a series of key metrics. For instance if CPU load is persistently above 85% then Supplier will notify Customer that a performance bottleneck may have occurred. This stands as a basic countermeasure towards service failure due to overuse. The onus is then on Customer to move quickly on remediation initiatives which Supplier will advise Customer upon wherever possible.

12 Alarm monitoring This constitutes a monitoring service which captures fault conditions reported from management components on the platform (e.g. fan failure) so that remedial action can be taken. Security Management Security breach alerting and tactical response Security optimisation Critical vendor/product security vulnerability monitoring and remediation Periodic security vulnerability assessment Supplier will monitor on an ongoing daily basis for security breaches of perimeter equipment, alerting the Customer Contact both in writing and by telephone immediately the Supplier becomes aware, also providing a full service wrap that includes analysis, reporting and controlled remediation. Promptly notify Customer of any actual or potential security weakness of which Supplier becomes aware and provide timely expert advice on security matters relating to the Computing Infrastructure at the request of Customer. Supplier will monitor for critical security advisories for the current versions of the systems under support, and plan the deployment of recommended security fixes (i.e. patches, work-around configurations etc.) Supplier will perform a handcrafted penetration test of the platforms upon the instruction of Customer, such penetration test being a Chargeable Change. Notes: 1. All out of hours support activity is chargeable to the Customer unless it is in respect of an emergency problem. 2. Three online facilities are provided by the Supplier in respect of the above allowing the Customer to monitor the Site Manual, service ticket status and network performance. Pricing (including unit prices, volume discounts (if any), data extraction etc.) Our Hosted VoIP Telephony service - We offer a simple flat fee of just 6.50 per user per month. This includes ALL features except our PCI compliant call recording module. The additional charge for call recording is 2.99 per user per month, for access and storage of all your call recordings for 30 days. Upfront costs include a small admin fee for setup but nothing compared to setting up a hardware PBX on site, as well as the cost of handsets and any lines required. Service management details; The Supplier shall appoint the Supplier's Project Manager, who shall have the authority to contractually bind the Supplier on all matters relating to this agreement.

13 Service constraints (e.g. maintenance windows, level of customisation permitted, schedule for deprecation of functionality/features etc.) MAINTENANCE - Whenever Unplanned Maintenance will materially impede any of the Key Services, the Supplier shall, where practicable, liaise with the Customer s Project Manager to agree the best timing and course of action, taking a balanced view of associated business and technical risk as appropriate. In the event that the Supplier, acting reasonably, is unable to contact the Customer, the Supplier is authorised to commence Unplanned Maintenance if it materially impedes a Key Service, in which event the Supplier shall notify the Customer of the same as soon as possible. Where Unplanned Maintenance is required which does not impact the Key Services, the Supplier shall give the Customer as much notice as reasonably practical. The Supplier shall give the Customer at least two Business Days notice in advance of when any Planned Maintenance is due to commence and shall ensure the work is performed at times acceptable to the Customer. Where Planned Maintenance affects Key Services, the Supplier shall use reasonable commercial endeavours to ensure that Planned Maintenance does not take place during Standard Working Hours. If this is not practicable, the Supplier shall use reasonable commercial endeavours to ensure that Planned Maintenance commences after 6pm and shall always use reasonable commercial endeavours to ensure that the Services are fully operational by 6am the following morning. Service Levels (e.g. performance, availability, support hours, severity definitions etc.) Where requested by the Customer on signing an Order Form(s) the Supplier will provide support services to the customer under the terms and conditions in this this Schedule. WORK REQUESTS The Supplier shall: (a) after prior consultation with the Customer, promptly determine the priority level of all Work Requests and use reasonable commercial endeavours to ensure that all Work Requests are dealt with appropriately; (b) ensure that each Work Request made to the Service Desk is promptly logged as a Service Ticket and that the creation of each Service Ticket is notified to the Customer; (c) ensure that the Service Desk is available to the Customer between the hours defined by the Order Form(s); (d) (e) ensure the Site Manual is properly maintained; and provide the relevant support services as particularised in Order Form. 4. SUPPLIER S ADDITIONAL WARRANTIES UNDER THIS SCHEDULE 4.1 The Supplier hereby warrants to the Customer that: (a) the Supplier shall, as far as is reasonably practical, obtain the written consent of the Customer prior to carrying out any Maintenance; and (b) all Planned Maintenance affecting the Key Services shall be conducted and completed, so far as is reasonably practical, outside Standard Working Hours, and where this is not possible, The

14 Customer shall be given reasonable notice in writing that Planned Maintenance may cause disruption to the Services during Standard Working Hours. Financial recompense model for not meeting service levels Service Credits There are several categories of failure that may impact the service offered to customers: User impacting User group impacting Feature affecting Service affecting Service outage In the event of a full service outage, defined as: No customers able to make or receive telephone calls caused by a catastrophic failure of the switch platform AND its standby server a service credit will apply. The service credit is: Foehn Invoice Value for the subscription services at a pro-rated rate for the period of service outage deviating from stated service level SUPPLY OF SYSTEM AND TRAINING The Supplier shall: (a) sell to the Customer and the Customer shall purchase from the Supplier the Equipment; (b) the Supplier shall deliver to the Customer at a Customer Site (or Customer Sites) and install at that Customer Site (or Customer Sites) the Equipment, the Software in object code and the Documentation (and such delivery and Installation shall comprise part of, and be accepted in accordance with, the Set-up Service); and (c) if the parties so agree in accordance with the Change Control Procedure, the Supplier shall provide the Training to the Customer. 2.2 The Supplier may from time to time at the request of the Customer issue further quotations or proposals for the supply of Equipment, Software and/or Training. Any such quotation or proposal shall, if accepted in writing by the Customer, constitute a Future Quotation and be subject to the terms of this agreement. 3. DELIVERY, RISK AND TITLE 3.2 Risk of damage to or loss of the Equipment and the Software shall pass to the Customer at the time of delivery to the Customer at a Customer Site.

15 3.3 Notwithstanding delivery and the passing of risk in the Equipment, property in the Equipment shall not pass to the Customer until the Supplier has received in cleared funds payment in full of the Fees attributable to the Equipment. Until such time as the property in the Equipment passes to the Customer, the Customer shall: (a) hold the Equipment as the Supplier s fiduciary agent; (b) store the Equipment separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; (c) not remove, deface or obscure any identifying mark on or relating to the Equipment; (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (f) give the Supplier such information relating to the Equipment as the Supplier may require from time to time. 3.4 If before title to the Equipment passes to the Customer the Customer becomes subject to any of the events mentioned in clause 16.1(c) to clause 16.1(i) of the Master Services Agreement, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Equipment has not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Equipment and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Equipment stored in order to recover it. Ordering and invoicing process All ordering and invoicing data is held within the company CRM System & SAGE 50 Accounts Professional package with the following process: 1. Foehn Account Managers enter customer quotation into CRM 2. Quotation sent to customer 3. Customer approves quotation 4. Quotation is activated on CRM and processed to an order 5. Purchase order is raised on CRM from the order details 6. Purchasing and professional service work is carried out to fulfil customer order 7. Once work order is completed Order is updated as Fulfilled on CRM System 8. Order marked as complete 9. Invoice is raised on CRM 10. Invoice sent to customer via SAGE Termination terms: By consumers (i.e. consumption); Support Contracts - Valid for the one (1) year ( Initial Term ) from the date of commencement. This Agreement is automatically extended for further periods of one (1) year ("Successive Periods"), unless terminated by the Customer in writing giving three (3) months notice. The minimum period of support that may be purchased by the Customer either for the Initial Term or for Successive Periods is one (1) year. The Customer may terminate future Successive Periods by giving Foehn written notice no later than three (3) months prior to the end of the then current successive period. All

16 services, including any additional services purchased shall be forfeited if not utilized during the term of this Schedule. Telecoms Contracts - the Customer may cancel this Agreement at any time by giving not less than 90 (Ninety) days' notice in writing served by registered post to Foehn provided that: a) if such cancellation is effected during the Initial Period, in addition to the Customer being liable to pay Foehn for all charges incurred by the Customer up to the effective date of cancellation (including all interest), the Customer must pay the cancellation charges set out below on or before the effective date of cancellation; and b) the cancellation shall not be effective until the last day of the month in which the notice period shall have expired. c) The Customer agrees to pay the cancellation charges as set out below: (i) ; and (ii) an amount equivalent to the rental charges which the Customer would have been liable to pay for the remaining balance of the Initial Period, plus VAT at the required rate; and (iii) an amount equal to the average call charges invoiced to the Customer each month over the lifetime of this Agreement, plus VAT at the required rate. By the Supplier (removal of the G-Cloud Service); Foehn will provide 90 days written notice Data restoration / service migration; The Supplier shall use reasonable commercial endeavours to prevent any loss or damage to the Customer Data. The Supplier shall promptly notify the Customer in writing of any loss or damage to the Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest backup of such Customer Data. The Supplier shall not be responsible for any loss, destruction, alteration or unauthorised disclosure of Customer Data caused by any third party (except those third parties subcontracted by the Supplier to perform services related to Customer Data maintenance and back-up). Each party warrants that it shall comply with the DPA when performing the Services under this agreement. The Customer shall be the Data Controller, and the parties hereby acknowledge that the Supplier will be acting as Data Processor in respect of all data processing activities in relation to Customer Data that the Supplier carries out under this agreement. Consumer responsibilities; The Customer shall: (a) provide the Supplier (and the Supplier s employees and subcontractors) with: (i) all necessary co-operation in relation to this agreement (including, without limitation, ensuring that the Computing Infrastructure and all Customer Sites conform to the Supplier s reasonable requirements); and (ii) all necessary access to such information and such Customer Sites as may be required by the Supplier,

17 in order to render the Services to the Customer; (b) appoint the Customer's Project Manager, who shall have the authority to contractually bind the Customer on all matters relating to this agreement. The Customer shall use reasonable endeavours to ensure continuity of the Customer's Project Manager; (c) comply with all applicable laws and regulations with respect to its activities under this agreement, including those set out in clause 19; (d) keep confidential passwords and PIN, which the Customer has chosen in connection with its account. The Supplier cannot disclose information about the Customer s account to the Customer s nominated third party until the Supplier is satisfied as to such third party s identity, and such third party has correctly quoted the password or PIN to the Supplier; (e) not carry out any Unauthorised Changes; and (f) carry out all other Customer responsibilities set out in this agreement or in any of the schedules in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any timetable or delivery schedule set out in this agreement as reasonably necessary. 7.2 Without prejudice to any other rights or remedies available to it, the Supplier may suspend provision of any elements of Services that are, or continue to be, materially affected by any failure by the Customer to comply with its obligations under this agreement. Details of any trial service available. 30 day free trial to see if hosted telephony is right for your organisation.