Telephony Solutions Supplement
 This Agreement is made by and between Incommsec and the legal entity or individual stated below (‘Customer”) the Telephony Supplement will be bound by the terms of the Master Service Agreement

Incommsec provide physical telephone systems the fixed line (digital analogue and SIP) for call termination and the per minute call termination to all destinations using the PSTN.

1        TELEPHONY SERVICES INCLUDING LINE RENTAL:
1.1          If the customer migrates call traffic from Incommsec Ltd’s network before the expiry of the notice, Incommsec reserve its right to invoice an amount equal to the Customer’s average monthly billing revenue multiplied by the number of months remaining in the Minimum Term.
1.2          Incommsec will charge the Customer at the prices set out in the Network Services Plan. (as amended by Incommsec from time to time). Incommsec will invoice the Customer monthly in arrears for all call minute traffic and the Customer must pay the charges by the fourteenth day after the date of invoice by Direct Debit. If the Customer fails to make any payment within 14 days of the date of the invoice Incommsec may require the Customer to pay all sums due under this Agreement on demand. The provision for interest on late payment will apply see Clause 9.2 below and 9.3 below.
1.3          Incommsec may at any time increase the charges by giving the Customer 30 days written notice or if less as much notice as reasonably possible in the circumstances.
1.4          Incommsec may, on seven days written notice to the Customer, stipulate a reasonable monetary limit that will apply to all charges due or which may become due to Incommsec from the Customer. If at any time the amount of charges payable to Incommsec exceeds the stipulated monetary limit, Incommsec will immediately notify the Customer and any amounts incurred in excess of the stipulated monetary limit will immediately become due and payable.
1.5          All calls made on standard Incommsec tariffs are not subject to setup charge for local national or mobile calls International calls have a minimum call cost of 1.2p. Some non-standard tariffs are subject to 1p setup charge on local and national calls and 3p setup charge for all calls made to mobiles.
1.6          The Customer agrees that signing this Agreement will terminate any prior network services/line rental Agreement with any existing service provider/s. The customer authorises Incommsec to use all information the Customer provides in order to liaise directly with the existing service provider/s. In signing this Agreement the Customer agrees to take the network services/line rental services specified in the Order Form for a minimum term as specified in the Order Form. Following the expiry of the Initial Term of a Telephony Voice Termination Contract, either Incommsec or Customer may terminate that Contract by not less than one (1) months’ written notice, such notice to take effect at the end of the Initial Term or the same day in any subsequent month.
1.7          Incommsec will invoice the Customer monthly in advance for the Line Rental and the Customer must pay the charges by the fourteenth day after the date of invoice by Direct Debit. If the Customer fails to make any payment within 14 days of the date of the invoice Incommsec may require the Customer to pay all sums due under this Agreement on demand. The provision for interest on late payment will apply see Clause 9.2 below and 9.3 below.
1.8          On termination of this Agreement for any reason you will:
1.8.1          pay Incommsec all outstanding charges due under this Agreement;
1.8.2          co-operate with Incommsec in the removal of any Incommsec equipment from your premises
1.9          If this agreement ends before the Minimum Period ends (other than as a result of force majeure or any breach of this Agreement by Incommsec) you will pay Incommsec:
1.9.1          the Monthly Rental Charges which would have been payable if the agreement had not ended early;
1.9.2          a disconnection fee of £159.00 for every line whether the agreement has reached the full minimum period or not.
1.9.3          you may terminate the Contract by giving us at anytime twenty eight days, (but no longer than forty days), written notice of termination by recorded delivery to our registered office prior to the renewal date. If you terminate this agreement prior to the expiry of the contracted term or of any subsequent contract period, you agree to pay a compensation charge equal to the balance of the fixed line rental due up to the expiry date of this agreement. In addition, you agree to pay a compensation charge in respect of telephone call traffic, equal to six times the value of average monthly call billing during the term of this agreement up to and including the month of termination.

2        SALES AND MAINTENANCE AGREEMENTS:

2.1          Installation hardware software licenses and maintenance charges shall be paid by the Customer for items to their value on the Order Form on signing the Agreement the Customer must pay the charges by the fourteenth day after the date of invoice by Direct Debit. If the Customer fails to make any payment within 14 days of the date of the invoice Incommsec may require the Customer to pay all sums due under this Agreement on demand. The provision for interest on late payment will apply see Clause 9.2 below and 9.3 below.
2.2          For the following items required as part of the agreement:
2.2.1          installation charges the customer shall pay 100% in respect to order value upon order date;
2.2.2          hardware charges the customer shall pay 100% in respect to order value upon order date;
2.2.3          software licenses the customer shall pay 100% in respect to the order value upon order date;
2.2.4          maintenance charges the customer shall pay 100% in respect to the order value upon order date
2.3          The period of maintenance will start on the Commencement Date. All charges are subject to a minimum 12-Month term. No refunds will be offered during the minimum term or following the minimum period It will continue for the Minimum Term and then annually until terminated at any time by either party giving the other not less than three (3) calendar months written notice prior to the anniversary date. The maintenance charges are for the maintenance service “Type” as specified in the Service Order Form for THE GOODS (being THE GOODS described in the Schedule of Equipment) on the Commencement Date (“Bring Into Service or BIS Date”) and thereafter annually on the anniversary of the BIS Date, unless specified otherwise in the Service Order Form.
2.4          In the circumstances that equipment and or spare parts or skills relevant to THE GOODS under cover become unavailable or obsolete, Incommsec may be unable to continue to offer the service agreed. In this event, Incommsec will contact the Customer and inform them of the reasons and detail any possible options. If no other options are available or acceptable to the Customer, then the Customer may terminate the contract with 90 days notice. In this event, the Customer will be refunded the value of any whole months paid for and outstanding on the Agreement until the Annual Renewal Date.
2.5          The service offered and described in the Service Order Form associated with this document will be provided for THE GOODS at the Customer location detailed on the front of the Service Order Form and agreed by Incommsec  (“the Customer ADDRESS”).
2.6          Contract Dates: Please note that all Technical Support Contracts are run from the first day of a month. If the Customer takes out a contract between the 1st and the 15th day of the month, then the contract will be backdated to commence on the first day of that month and will be duly charged from that date.  If however the Customer takes out a contract after the 15th of the month, then the Customer will be supported by Incommsec from the date requested, for the duration of the contract period which will then end or be renewed on the last day of the month concerned, subject to the normal terms and conditions of this contract.  Payment must be in advance and any delay in payment will result in suspension of support services.
2.7          The customer must pay all Incommsec invoices for maintenance by Direct Debit within 14 days of the invoice date, which will before the period of cover starts. Incommsec shall have the right to stop servicing the Equipment if the Customer does not pay on time.
2.8          Incommsec may from time to time increase the charge for maintenance to account for cost increases. If this increase exceeds 10%, the Customer may by writing to Incommsec within 30 days of the invoice for the increased price terminate the Agreement. Customers will not be allowed to terminate the Agreement if the increase has resulted from additions made to the system.
2.9          Ownership of the Equipment shall remain with Incommsec unless it is paid for in full by the Customer or already owned by the Customer. Until that time the Customer will hold it as Incommsec’s fiduciary agent and bailee. The Customer must keep the Equipment separate from other equipment and it must be properly stored, protected, insured and identified as Incommsec’s property. The Customer is not permitted to sell the Equipment and Incommsec can insist on its return.
2.10        On expiry of Incommsec’s associated lease agreements where applicable, the leased system(s) become the property of Incommsec Ltd. An invoice will be raised for secondary rental or title of the equipment unless the equipment is returned to Incommsec Ltd at 25 Garland Road, Colchester, Essex, CO2 7GE in good working condition by the customer within 30 days of the expiry of the lease.

3        ALETERATIONS:
3.1          Any and all alterations to THE GOODS and extensions including wiring shall be carried out to a professional standard in accordance with the requirements of BS6701 and by an installer recognized as capable of completing the work by Incommsec.
3.2          If additional equipment which incurs a maintenance charge is installed at the Customer ADDRESS then Incommsec will invoice the Customer any additional charges that become due on a pro rata basis. Also, if the Customer removes any equipment which incurs a maintenance charge at the Customer ADDRESS then Incommsec will credit the Customer any maintenance charges that have been paid in advance up to 8% of the total Contract Charge on a pro rata basis. If the credit due exceeds 8% of the total maintenance Contract Charge then the excess due will be taken into account in negotiations at the next contract renewal.

4        MAINTENANCE AND REPAIR:

4.1          Incommsec must be notified by the Customer of any alterations and additions in order to maintain cover.  There may be an additional charge to cover such alterations and additions.  Any alterations and additions must be installed to a professional standard in accordance with the requirements of BS6701.
4.2          Any faults arising as a result of any alterations or additions carried out other than by Incommsec or, by an Installer not recognized by Incommsec as being capable to complete the work, are not covered by this Agreement and may result in additional charges.

5        EXCLUSIONS:

5.1          Specific responsibilities of the Customer and Incommsec are detailed within this document. The following exclusions are outside Incommsec’s service liability under the Agreement, but may be repaired or replaced by Incommsec at a price applicable at the time:
5.1.1          a fault due to user error;
5.1.2          THE GOODS being subjected to abnormal physical or electrical stress (for example lightning strike or power surge);
5.1.3          THE GOODS being damaged due to accident, neglect, misuse by the Customer or any other party, acts of God, failure or fluctuation of electrical power or causes other than ordinary use;
5.1.4          THE GOODS being tampered with by the Customer or any other party;
5.1.5          Any failure or defective working of THE GOODS due to any fault failure or change in the electricity supply and/or Network service and connections and/or host PABX systems.
5.2          In order to ensure continuity of service, it may be necessary to replace THE GOODS at the option of Incommsec for any length of time at Incommsec’s discretion with similar equipment, which will also be subject to the Terms and Conditions of this Agreement.
5.3          The wiring and connections between the network connections point as defined in the relevant legislation and any extension socket is not covered by this Agreement, but should be installed in accordance with BS6701 requirements.  Any underground or overhead routes cannot be covered under this contract.  The cost of any repairs by Incommsec to site wiring or connection ports, outside of that specifically included in this Agreement, shall be borne by the Customer at Incommsec’s current charges for labour and materials at the then current rates.
5.4          Extension sockets are not covered by this Agreement, but any that are found to be faulty or damaged can be replaced with our standard socket and faceplate at the then current rates.
5.5          Incommsec will not maintain extension wiring between the desktop terminal and the system side of the Customer network termination point on the Building Distribution Frame.

6        THE CUSTOMER RESPONSIBILITIES:

6.1          The Customer will give or procure to be given to Incommsec or its servants or agents at all reasonable times access to the premises in which THE GOODS are situated for the purpose of inspection, repair, adjustment, programming or replacement. Also, the Customer will ensure that Incommsec or its servants or agents are provided remote telephone access to connect to THE GOODS in order to fulfil its obligations under the terms of this Agreement. In addition, the Customer will keep all records of Equipment, installation details and visit reports in the Site Log Folder supplied.
6.2          The Customer must not allow any person apart from Incommsec, its employees or agents (including  THE CUSTOMER’S personnel if appropriate) to service or in any way interfere with THE GOODS during any term of this Agreement.  Any maintenance by Incommsec necessitated by such service or interference shall be charged to the Customer at the price applicable at the time.
6.3          The Customer will maintain THE GOODS in good physical condition, free from moisture, dirt and dust, in a suitable office environment and keep the Site Log Folder secure and available for update by any visiting engineer.
6.4          In the case of data storage devices such as Call Loggers and/or Voice Mail systems, the Customer will accept responsibility for backing up the stored data on systems at a suitable frequency.  Also, the Customer will accept responsibility for storing such backups safely so that system data can be restored in the event of data loss. Failure of the Customer to take and keep backups may result in loss of use, and will incur an additional charge for completely re-commissioning the system in the event of data loss.
6.5          The Customer agrees to make additional payments that may become due during the period covered by the contract charge, as a result of additions or alterations to the “Equipment”, any such further payment to be paid 14 days following the date of Incommsec’s invoice thereafter.
6.6          The Customer acknowledges that it is its responsibility to effect insurance in respect of all risks relating to the maintenance of THE GOODS not covered in the Liabilities Clause of the Supplement and Master Service Agreement.
6.7          Late payment interested charges may be incurred according to Clause 9.2 below and 9.3 below.
6.8          Incommsec may terminate the Agreement by giving 28 days notice if the Customer has not paid any quarterly or annual instalment, as defined in the Service Order Form, on the Contract Charge by due dates.  If the Customer defaults on any instalment payments the Contract Charge for maintenance cover provided from the instalment due date to the Annual Renewal Date, must still be paid in full.

7        SOFTWARE:

7.1          Software Updates: The standard contract described herein includes operating software support for the PBX. Customers may for an additional charge, also take out update cover for application software. This additional support arrangement will include the provision to supply software updates that have been released to fix problems with telephony applications such as voice mail that they have purchased and which resides on the telephone server.
7.2          Software Upgrades: The Agreement does not include free software upgrades for new features and enhancements. Software upgrades may be installed through the course of maintenance provision in order to rectify software related problems that may arise. If a software upgrade is installed the Customer will have to purchase rights to use new enhancements and features.

8        TERMINATION:

8.1          Without prejudice to any other rights or remedies under the Agreement or at law, Incommsec Ltd may terminate this Agreement or cancel the Services at any Site immediately by serving written notice on the customer if:
8.1.1          the Customer does not pay an invoice one week after the invoice date,
8.1.2          the Customer becomes insolvent or is subject to a court winding up order;
8.1.3          the Customer commits a breach of any material obligation under this Agreement and (in the case of a remediable breach) fails to remedy the breach within 14 days of receiving written notice to do so from Incommsec;
8.1.4          Incommsec offer a cooling off period of 7 calendar days from the contract date if the customer wishes to cancel this Agreement. The customer must inform Incommsec in writing within the 7 calendar day period if they wish to cancel.
8.2          The Customer may terminate this Agreement immediately by serving written notice on Incommsec if:
8.2.1          Incommsec Ltd becomes insolvent; or
8.2.2          Incommsec Ltd commits a breach of any material obligation under the Agreement and (in the case of a remedial breach) fails to remedy the breach within 14 days of receiving written notice to do so from the Customer.
8.3          If the Customer decides to terminate this contract at renewal, the termination must be in writing and be received a minimum of 90 days prior to the Annual Renewal Date as specified in the Schedule of Service.  Request for termination after this date will be considered as notice for the next 12 month contract period.
8.4          Upon termination for any part of the Agreement, all amounts owed by the Customer to Incommsec shall become immediately due and payable in full on demand and the Customer must:
8.4.1          immediately stop using the Services that have terminated;
8.4.2          immediately stop using the Equipment, and
8.4.3          permit Incommsec to enter the site(s) during normal business hours to remove the Equipment. The Customer’s obligations in respect of the Equipment will continue to apply until Incommsec Ltd has removed the Equipment.
8.5          Incommsec Ltd will not be liable for any further programming required by the Customer.
8.6          The provisions of this clause remain in force despite the termination of the Agreement.

9        GENERAL PROVISIONS:
9.1          All sums due to Incommsec under the Agreement are exclusive of Value Added Tax and any other applicable taxes which may from time to time be introduced, which shall be charged in accordance with the relevant regulations in force at the time of making the taxable supply and must be paid by the Customer.
9.2          If payment should not be received within 30 days from the date of the invoice, Incommsec will be entitled to charge (in addition to interest and any legal cost ordered by the court and without prejudice to any other rights or remedies available to Incommsec Ltd) the sum of £85 +VAT in administrative cost incurred by Incommsec in taking steps to secure payment.
9.3          The customer will pay interest at a rate of 5% over the LloydsTSB Banking Group plc Base Lending Rate applicable at the time per month on all overdue amounts from the date payment is due until the Customer has paid in full.
9.4          The agreement is the entire agreement between the Customer and Incommsec Ltd for telephony and or telephone maintenance services.
9.5          Either party may terminate the Agreement by giving 42 days notice if the other party has failed to perform any of its obligations under the Agreement and such failure continues for a period of 42 days under written notice thereof.
9.6          This Agreement and the attached Service Order Form, Schedule of Equipment shall form the whole of the terms of the Agreement between Incommsec and the Customer, and no variation therefore shall be of any consequence whether prior to or subsequent to the date of the Agreement unless expressed in writing and signed by or on behalf of Incommsec and the Customer.
9.7          The construction of this Agreement is not to be affected by any heading. Reference to the plural shall include the singular and vice versa.
9.8          The service level provided and equipment covered under this contract is defined in the accompanying Schedules. The Service Order Form details the Service level offered and the price for the Agreement. The Schedule of Equipment details the system equipment covered by the Agreement.
9.9          The agreement applies to all items of Equipment individually. If any item fails, it will not affect the rights and liabilities of either party for the other items.
9.10        The Customer’s duties under the Agreement will continue and will not be affected by the breakdown, theft, loss, destruction of, or damage to any Equipment.
9.11        Notices under the Agreement must be made in writing and delivered by hand or sent by post to the other party’s address. The address will be the one stated in the Agreement. The notice will have been delivered on the date it was delivered by hand or 24 hours after the date it was posted.
9.12        Incommsec Ltd reserves the right to assign, sub-contract or otherwise deal with all or any of its rights and obligations arising under the Agreement. The customer may not assign this contract without having first received written authority from Incommsec Ltd, such authority will not to be unreasonably withheld.
9.13        There can be no variation to the terms of the Agreement unless approved in writing by both parties.
9.14        The unenforceability of any term of the Agreement will not affect the enforceability of any other terms.
9.15        No person or body who is not a party to the Agreement has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the Agreement.
9.16        The Agreement is governed by English law and disputes will be subject to the exclusive jurisdiction of the English Courts.

10     DEFINITIONS:
The following words have the following meaning:
“The Agreement” means these terms and conditions and the Customer Order Form.
“Incommsec Ltd Designated Carrier Network” means the telecommunications network.
“BT” means British Telecommunications Plc.
“Customer” means the company, partnership, sole trader or other legal entity named in the Order Form.
“Equipment” means any Equipment supplied by Incommsec Ltd to the Customer or is currently owned by the Customer and covered under the Schedule of Equipment.
“Line Rental” means rental of the Customer’s ISDN, Analogue line(s) or SIP trunks previously supplied by BT or another service provider.
“Minimum Term” means the minimum term in the Order Form or, where applicable, the term specified in a particular section of these terms and conditions.
“MLU Access” means the automatic insertion of the unique Incommsec Ltd access code by a unit of Incommsec Ltd.
“Network Services Plan” means the particular Network Services Plan specified in the Order Form.
“Order Form” means the accompanying document titled Order Form containing details of the Customer and the Services.
“Owner” means Incommsec Ltd.
“Preferred Commencement Date” means the preferred date on which that particular Service is due to commence.
“Services” means the services requested by the customer as particularised in the Customer Order Form.
“Site” means the place of business at which the Services and Equipment are to be provided as specified in the Agreement.
“Software” means any computer program that was on the Equipment when supplied or that the Customer received separately.
“Response” a response is defined as a site visit, or an attempt to resolve the fault through remote diagnostics and programming, in hours covered by the Schedule of Service, by Incommsec to complete the work requested by the Customer under the terms of this Agreement which may or may not involve exchange of equipment parts to diagnose and correct the fault.
“Response Time” the time difference in Working Hours, between the fault being first reported to Incommsec’s Call Centre, and the Response by Incommsec. Calls reported by whatever means before 9.00am will be treated as received at 9.00am that day, and calls received after 5.30pm will be treated as received at 5.30pm that day unless otherwise stated in the schedule of service.
“Working Hours” working hours are between 9.00am and 5.30pm (8 1/2 hours in total) each weekday, excluding weekends and accepted National holidays. All other hours are defined as out of office hours and not covered under this contract unless otherwise stated in the Schedule of Services. 
“Normal Office Hours” normal office hours are from 9.00am to 5.30pm Monday to Friday excluding U.K. public holidays. Any telephone calls or requests for service at other times will be deemed to be Out of Office Hours.
“Fault Categories” faults are categorised as follows – ‘Major’ Significant area of functionality disabled. For example, but not limited to: Whole system failure, Shelf failure, Trunk group failure, Significant call loss or noise Considerable area of functionality disabled. For example, but not limited to: More than 40% of handsets down or experiencing problems, Trunk card failure, Operator console problem, Considerable call loss or noise, Queuing problems. ‘Minor’ limited or isolated area of functional disability. For example, but not limited to: single non-critical card problem, limited call loss, two or more handsets failed or experiencing problems. Minor problem minimal impact. For example, but not limited to: one channel experiencing problems, redundant or hot spare failure, single extension / handsets problem. Fault to an extension or small number of extensions or programming fault which results in loss of use of some features or extension on the system. Incoming and outgoing calls still possible at a reduced service level.
“Appointment (Moves and Changes)” an appointment made in advance for a non-urgent site visit or remote response to add, change or remove any feature or part of the system. Service levels described in the Schedule of Service do not apply to Appointments. Response priority will be given to Major Fault calls, followed by Minor Fault calls as detailed in the schedule of service. Note: Only Major Fault calls may be reported outside Normal Office Hours for an Out of Office Hours Response under any extended cover detailed in the Schedule of Service.
“Tier 1 Level Support” tier 1 level of support is performed on-site by a field technician or a remote help desk technician.  The types of activities and knowledge associated with Tier 1 support include, but are not limited to the following receipt of service requests for Customers, procurement of materials and maintenance spare parts to complete installation, maintenance, activities, installation and/or replacement of all physical equipment.
“Tier 2 Level Support” tier 2 level support is defined as those activities performed by a remote Tier 2 engineer in support of the installation or maintenance of Equipment.  A Tier 2 engineer performs remote system diagnostics and alarm support, supporting and interfacing with Tier 1 field engineers and escalating to Manufacturer support organisations when necessary.  Tier 2 activities and required knowledge include: Working knowledge of the system, including all switch and adjunct hardware: A good understanding of telephony and basic networking: Basic troubleshooting abilities enabling him or her to respond to most alarms and service-affecting troubles. Incommsec will provide both Tier 1 and Tier 2 support under the terms of the Agreement.

11     SIGNATURE:
S I G N E D   A N D   A G R E E D   B Y   C U S T O M E R
Signature of a Service Order Form (SOF) will be considered acceptance of these terms and conditions. For a copy to be sent to you ask your account manager.

Full Legal Name of Customer__________________________________________________________
Customer company registered no.______________________________________________________
By (Authorized Customer Signature)____________________________________________________
Name and Title (printed)______________________________________________________________
Date______________________________________________________________________________

S I G N E D   A N D   A G R E E D   B Y   I N C O M M S E C
Full Legal Name of Company ______Incommsec Limited__________________________________
Incommsec company registered no.__7351167___________________________________________
By (Authorized Customer Signature)____________________________________________________
Name and Title (printed)____Mr Michael Q. Hainsworth, Director______________________________
Date______/_____/201  _____________________________________________________________