Schedule 3 — Cloud Telephony & VoIP Solutions

Schedule 3 – Cloud Telephony & VoIP Solutions

(to be read in conjunction with the Master Terms and Conditions)

1. Definitions

1.1 Terms defined in the Master Terms shall have the same meaning in this Schedule.

1.2 In addition:

“Analytics Services” means transcription, sentiment analysis, keyword detection or other analytical features applied to Recording Data.

“Ancillary Elements” means optional features associated with the Service that do not themselves constitute a Public Electronic Communications Service or a number-based interpersonal communications service (for example: call-recording storage, analytics/wallboards, CRM integrations, receptionist console software).

“Call Features” means supplementary telephony functions or add-ons including, without limitation, voicemail, auto-attendant, hunt groups, queues, conferencing, call diversion, call barring, call forwarding and fraud monitoring.

“Calling Plan” means an inclusive or bolt-on call bundle described in the Order Form or Rate Card and subject to the Fair Usage Documents.

“Channel” means a concurrent call path on a SIP Trunk.

“Compliance Services” means any features, applications or integrations intended to assist the Customer with legal, regulatory or industry compliance (including but not limited to MiFID II, FCA, GDPR or PCI DSS).

“Core Subscription Price” means the core recurring charge(s) for Hosted Seats and/or Channels as described in the Order Form and Price List.

“CPE” means Customer Premises Equipment supplied by technologE, including handsets, SBCs, routers, switches or other devices, as described in the Order Form and governed by Schedule 7 (Equipment Supply) or Schedule 8 (Equipment Rental).

“DDI” means a direct dial-in number allocated to, ported to, or hosted on the Service.

“Demarcation Point” means the Ethernet hand-off or SBC edge defined by technologE as the boundary of the Service.

“Direct Routing” means interconnection of the Hosted Platform to Microsoft Teams Phone via certified Session Border Controllers.

“Directory & Numbering Services” means enhanced CLI, DDI ranges, non-geographic numbers (e.g. 03, 08) and directory listings.

“Emergency Services” means 999/112.

“Emergency Services Information” means the location details provided by the Customer or its End Users for the purpose of routing emergency calls.

“Enabling Services” means the underlying telecom, connectivity or UC services required for the provision of the Services.

“Fair Usage Documents” means technologE’s Fair Usage Policy (VoIP) and any other applicable fair usage statements for this Service, each published as separate, individually version-controlled documents and incorporated into this Agreement by reference.

“Fraud Monitoring” means monitoring or alerting features intended to detect or reduce potential fraudulent or unusual call usage, provided on a best-efforts basis without guarantee of prevention or liability for fraudulent Charges.

“Hosted Platform” means the cloud PBX/voice platform used to provide the Service (including any contact centre features).

“Hosted Recording Service” means a service where Recording Data is stored and managed on infrastructure operated by technologE or its suppliers.

“Hosted Seat” means a licensed user/extension on the Hosted Platform.

“Number Porting” means the process of transferring DDIs between providers under applicable Ofcom rules and industry porting processes.

“Operator Connect” means the Microsoft Teams interconnect model using approved carriers.

“Rate Card” means the relevant Price List (as defined in the Master Terms) that sets the per-minute/per-call rates, call set-up fees, minimum call charges and billing increments for chargeable calls under this Schedule. For the purposes of clause 2.3(e) of the Master Terms (order of precedence), the Rate Card is a Price List.

“Recording Data” means audio, video, metadata, transcripts or other data generated by a recording service.

“Regulated Elements” means those elements of the Service that constitute a Public Electronic Communications Service and/or a number-based interpersonal communications service (for example: allocation/hosting/porting of DDIs, PSTN breakout, SIP Trunks, and Teams Phone connectivity via Direct Routing/Operator Connect).

“Retention Period” means the period for which Recording Data will be stored, as set out in the Order Form.

“Service” means the Cloud Telephony & VoIP Solutions described in this Schedule (including SIP Trunks, Hosted Recording and related features where ordered).

“SIP Trunk” means a voice trunk delivered over IP with a defined number of Channels.

“Tariff” means the per-minute/per-call pricing (including any call set-up fees, minimum call charges and billing increments) specified in the Order Form; where the Order Form does not specify a Tariff, the Rate Card applies.

“Teams Phone” means Microsoft’s telephony capability within Microsoft 365 (separate Microsoft licensing required).

“Third-Party Service” means a service provided by a third-party vendor but provisioned, managed or resold by technologE.

“Unlimited UK Calls” means calls to UK geographic (01/02/03) and UK mobile (071–075, 077–079) numbers within the Fair Usage Documents, excluding non-standard destinations unless expressly included.

Part A – Hosted, Teams Voice & SIP Services

2. Contract Formation

2.1 Each Order Form incorporating this Schedule constitutes a binding contract for the Service.

2.2 If there is any conflict, the Order Form prevails for the relevant Service, then this Schedule, then the Master Terms.

2.3 Contract Information & Summary (Ofcom GC C1). For Micro-enterprise, Small Enterprise or Not-for-Profit Customers, technologE will provide Contract Information and a Contract Summary on a durable medium before the Customer is bound.

3. Commencement and Term

3.1 The Service for each Hosted Seat or SIP Trunk starts on the earlier of: (a) activation on the Hosted Platform; or (b) delivery of any CPE specifically supplied for the Service.

3.2 Regulated Elements. Each Regulated Element continues for the Minimum Term stated in the Order Form and, thereafter, continues on a rolling thirty (30) days’ basis unless terminated in accordance with this Agreement. Clause 3.4 of the Master Terms (12-month auto-renewal) does not apply.

3.3 Ancillary Elements. Unless the Order Form states otherwise, Ancillary Elements are co-terminous with the associated Regulated Element and, after the Minimum Term, continue on a rolling thirty (30) days’ basis.

3.4 Additions. Where the Customer orders additional licences, features or enhancements assigned to an existing Service ID, the Minimum Term for such additions shall be twelve (12) months and thereafter co-terminous with that Service.

4. Scope of Services

technologE will provide one or more of:

(a) Hosted Seats (cloud PBX features such as extension dialling, hunt groups, IVR/auto-attendant, voicemail, music on hold, call transfer/park/pickup, conferencing, reception console where ordered);

(b) Microsoft Teams Voice Enablement via Direct Routing and/or Operator Connect;

(d) Any fixed equipment or PBX systems provided as part of a Hosted deal are supplied under Schedule 7 (Equipment Supply) or Schedule 8 (Equipment Rental).

5. Customer Obligations (Hosted/Teams/SIP)

The Customer shall:

(a) maintain suitable access circuits, LAN/Wi-Fi, QoS, and power (including UPS where resilience is desired);

(b) provide accurate service addresses and Emergency Services Information per Hosted Seat/DDI and keep them up to date;

(c) ensure it holds and maintains the necessary Microsoft 365/Teams licences for use with the Service. Where such licences are procured by technologE under Schedule 5 (SaaS / Licence Resale), the Customer shall comply with all Microsoft licence terms and any additional terms notified by technologE or Microsoft;

(d) not use the Service for auto-diallers without consent, nuisance/marketing calls in breach of law, spamming, or any unlawful purpose;

(e) remain liable for all usage by its users/agents.

6. Emergency Calls (999/112)

6.1 The Service supports access to Emergency Services; however: (a) access relies on mains power and an active broadband/IP connection; (b) location information may be limited for nomadic VoIP; and (c) Emergency Services calls may fail during power or connectivity outages.

6.2 The Customer must maintain an alternative means to contact Emergency Services (e.g. a mobile phone) and inform users accordingly.

6.3 The Customer must keep site/line addresses accurate so that Emergency Services can be correctly routed.

7. Numbering, CLI, Porting & Switching

7.1 technologE will allocate DDIs or host ported DDIs as requested, subject to availability and industry rules. Numbers do not become the property of the Customer.

7.2 CLI Presentation will follow Ofcom rules; the Customer must not present invalid or misleading CLI.

7.3 Number Porting. technologE will process Number Porting in accordance with Ofcom General Conditions and industry porting processes. Porting may be subject to reasonable charges and lead-times set out in the Price List.

7.4 For Customers in scope of Ofcom switching rules, technologE will not levy notice-period charges beyond the effective switch date where prohibited by Ofcom.

7.5 Directory & Numbering Services are provided subject to availability and Applicable Law; technologE does not guarantee continuity of any specific number or listing.

8. Charges & Payment (Hosted/Teams/SIP)

8.1 Charges are as set out in the Order Form/Price List and may include: per-Seat licence fees, per-Channel fees, Calling Plans, inclusive minutes, out-of-bundle usage, setup/provisioning, Number Porting, Directory Services, and any CPE. Fixed charges are billed in advance; usage in arrears.

8.2 Micro-enterprise, Small Enterprise or Not-for-Profit Customers. Any in-contract change to the Core Subscription Price will be stated up-front in pounds and pence in the Order Form/Contract Summary; CPI indexation does not apply to the Core Subscription Price for these Customers.

8.3 All other Customers. Recurring Charges (including the Core Subscription Price) may increase annually on 1 April by reference to CPI in accordance with the Master Terms.

8.4 technologE may set Credit Limits and require Deposits; breach may result in suspension.

8.5 Call Charges (Usage):

(a) Tariff source. Chargeable calls are billed at the Tariff set out in the Order Form; where no Tariff is specified, the Rate Card applies. Usage is billed in arrears and may include call set-up fees, minimum call charges and billing increments.

(b) Inclusive allowances. Any inclusive minutes/bundles apply only to defined destinations and do not roll over.

(c) Exclusions. Unless expressly included, inclusive allowances exclude international, premium, directory, satellite and special-service numbers.

(d) Changes to rates. If a bespoke Tariff applies, those rates hold for the Minimum Term unless the Order Form states otherwise. Where the Rate Card applies, technologE may update it in accordance with the Master Terms.

(e) Precedence. If there is inconsistency between the Order Form Tariff and the Rate Card, the Order Form prevails.

Part B – Enhanced Services (Recording, Analytics, Compliance, Fraud, Directory)

9. Scope of Enhanced Services

technologE will provide, where ordered:

(a) Call Recording & Compliance (hosted or third-party);

(b) Analytics Services;

(d) Call Features;

(e) Directory & Numbering Services;

(f) Third-Party compliance or industry-specific applications.

10. Customer Obligations (Enhanced Services)

The Customer shall:

(a) inform and, where necessary, obtain consent from End Users or third parties that calls may be recorded, stored or analysed;

(b) configure pause/resume or redaction features where required to avoid capturing sensitive data (e.g. PCI DSS);

(c) with technologE’s reasonable assistance where installation services are provided, ensure that Call Features and compliance configurations are set appropriately, and remain responsible for their ongoing use and operation;

(d) manage user access, authentication and disable leavers promptly;

(e) comply with Applicable Law including UK GDPR, PECR, MiFID II and FCA rules;

(f) comply with vendor terms or EULAs applicable to Third-Party Services.

11. Charges & Payment (Enhanced Services)

11.1 Charges may include subscription fees, usage fees, storage charges, export/retrieval charges, number rental and professional services.

11.2 Overage. technologE may charge for usage or storage in excess of included allowances (e.g. recording storage, export or retrieval) at the rates in the Price List or Rate Card.

12. Data, Retention & Deletion

12.1 Hosted Recording Services. technologE (or its supplier) shall store Recording Data for the Retention Period.

12.2 Retrieval. The Customer may export Recording Data during the Term or request paid export services as per the Price List.

12.3 Termination. The Customer shall retrieve Recording Data within thirty (30) days of termination or expiry. Thereafter Recording Data may be deleted without liability.

12.4 Backups. The Service is not a substitute for the Customer’s own archiving or backup processes.

12.5 Data Residency. technologE shall use UK or EEA data centres unless otherwise stated in the Order Form. If data is transferred outside the UK/EEA, appropriate safeguards will be applied.

12.6 Data Subject Rights. The Customer is controller of Recording Data and shall respond to subject access, erasure and disclosure requests. technologE shall provide reasonable assistance where required.

12.7 technologE shall not be liable for any corruption, loss, unauthorised access to or deletion of Recording Data except to the extent caused by technologE’s wilful misconduct. The Customer acknowledges technologE is not the custodian of record and the Service is not a substitute for the Customer’s own legal or compliance archiving.

Part C – General Provisions (Hosted & Enhanced)

13. Fair Usage & Prohibited Traffic

13.1 “Unlimited UK Calls” are subject to the Fair Usage Documents.

13.2 technologE may restrict or bar high-risk destinations by default; the Customer may request changes in writing and accepts all resulting Charges.

13.3 technologE may monitor for unusual usage and may temporarily restrict/suspend to protect the Customer and the network, acting reasonably.

13.4 technologE may suspend or charge where the Customer materially exceeds contracted or Fair Usage limits.

13.5 Underlying carriers and platform providers may apply barring, rate-limits, destination blocking or other protective controls for fraud/security reasons. technologE is not responsible where such restrictions are applied lawfully.

14. Security, Fraud & Liability for Usage

14.1 The Customer is responsible for securing any PBX, SBC, handsets and credentials (including strong passwords and access controls).

14.2 Toll Fraud. The Customer remains liable for all call Charges generated using its credentials/equipment, whether authorised or not, unless caused by technologE’s breach.

14.3 Fraud Monitoring. Fraud Monitoring features are provided on a best-efforts basis without guarantee of prevention or liability for fraudulent Charges.

14.4 technologE’s liability is governed by the Master Terms. Remedies for third-party platform failures are limited to those technologE can recover from its suppliers.

15. Service Levels, Faults & Maintenance

15.1 Unless an SLA or SoW expressly applies, no service-level commitments are provided; technologE will use reasonable care and skill to provide the Service.

15.2 Maintenance windows and emergency work may affect the Service; technologE will provide reasonable notice where practicable.

15.3 Where access circuits are supplied under a separate connectivity schedule, the applicable care levels for the circuit apply to that circuit only.

16. Equipment (CPE, Handsets & Accessories)

16.1 Title, risk, insurance, care and return obligations for Goods/CPE are governed by the Master Terms and any applicable equipment schedule.

16.2 The Customer must back up and securely erase any data prior to return; technologE is not responsible for data remaining on returned or repaired devices.

17. Suspension

technologE may suspend the Service in accordance with the Master Terms, and additionally for: unusual call patterns, suspected fraud, breach of the Fair Usage Documents, nuisance/illegal traffic, excessive usage, enabling service failure, or security/regulatory requirements. Charges continue to accrue during suspension.

18. Termination & Early Termination Charges

18.1 Termination rights are governed by the Master Terms and this Schedule.

18.2 Early termination during Minimum Term. If the Customer terminates early (other than as permitted by Ofcom rules or this Agreement), termination charges comprise:

(a) remaining monthly recurring charges for the affected Seats/Channels for the balance of the Minimum Term, less avoided costs;

(b) recovery of any subsidy, promotional credits or waived charges; and

18.3 On termination/expiry, technologE may cease numbers not ported away and remove configuration and recordings after the applicable retention period.

19. Warranties & Liability

19.1 technologE shall provide Services with reasonable care and skill.

19.2 technologE does not warrant that all calls will be recorded or that Recording Data, Analytics or Call Features will be error-free, complete or suitable for evidential purposes.

19.3 technologE is not liable for:

(a) the Customer’s failure to obtain consent or provide notices;

(b) the Customer’s compliance with regulatory obligations;

(d) fraudulent or unauthorised call usage not prevented by Fraud Monitoring.

20. Data Protection

20.1 Each party shall comply with UK GDPR and the Data Protection Act 2018.

20.2 A separate Data Processing Agreement applies where technologE acts as processor (e.g., for call recordings/analytics).

20.3 The Customer is the controller of Recording Data; technologE and any SaaS Vendor shall have no rights in Customer Data except as necessary to provide the Service.

21. Regulatory Compliance & ADR

21.1 technologE shall comply with Ofcom’s General Conditions applicable to this Service, including contract transparency, CLI and switching/number portability.

21.2 Complaints & ADR. Eligible Customers may refer disputes to the Communications Ombudsman under technologE’s Complaints Procedure after eight (8) weeks from first complaint or upon deadlock.

21.3 Where Ofcom rules grant Customers additional rights, those rights prevail over this Schedule.

22. Migration & Platform Changes

technologE may, acting reasonably and at no additional cost, migrate the Service to an alternative but materially equivalent platform or carrier on thirty (30) days’ notice. If a proposed change would cause material detriment to the Customer’s Service or Charges, the Customer may terminate the affected element without early termination charges within the notice period. Numbers and porting rights remain unaffected.

23. General

23.1 Nothing in this Schedule obliges technologE to provide connectivity/access circuits unless separately ordered.

23.2 This Schedule forms part of the Agreement and is subject to the Master Terms.

Appendix A – Regulated Elements

For the purposes of this Schedule, the following are Regulated Elements (as they constitute a Public Electronic Communications Service and/or a number-based interpersonal communications service under Ofcom’s General Conditions):

Allocation, hosting and porting of DDIs.

PSTN breakout and termination of calls to/from the public telephone network.

SIP Trunks and associated Channels.

Teams Phone connectivity via Direct Routing or Operator Connect (excluding Microsoft licensing itself).

Any other element that Ofcom determines from time to time to be a regulated electronic communications service.

Non-regulated (Ancillary/Enhanced) Elements include, but are not limited to:

Call recording and storage.

Analytics/wallboards.

CRM integrations.

Receptionist consoles.

Fraud monitoring tools.

Compliance applications.

Directory listings.