Terms & Conditions


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1.Interpretation

1.1The definitions and rules of interpretation set forth in this Clause 1 apply to the terms and conditions of this Agreement.

Advance: The payment on account by the Customer to Pure IP stipulated in the Table or in accordance with clauses 7.6.

Agreement: This MSA and any attachments, Purchase Orders and Supplemental Purchase Orders.

Charges: All charges invoiced to Customer by Pure IP for services provided under this Agreement.

Customer: The person, firm or company who purchases Services from Pure IP.

Customer's Services Manager: The Customer's manager for the Services appointed in accordance with condition 5.1(a).

Deliverables: All products and materials developed by Pure IP in relation to the Services, including any products or materials provided by Pure IP to the Customer in any media, including, without limitation, Equipment, manuals, Software, computer programs, data, diagrams, reports and specifications (including drafts).

Equipment: The equipment agreed in the Purchase Order to be purchased by the Customer from Pure IP, including any part or parts of it and any other ancillary goods, cables and materials delivered by, or on behalf of, Pure IP to the Customer’s premises.

Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Invoice: Any statement of Charges issued to Customer by Pure IP.

Pre-existing Materials: Materials that existed before the effective date of this Agreement or the date upon which Pure IP began providing services to Customer, whichever is earlier.

Purchase Order: Any order for Services signed by both Parties, including a Supplemental Purchase Order.

Services: Any services provided by Pure IP to Customer pursuant to the Agreement.

Software: Any software programmes provided by Pure IP to the Customer.

Supplementary Purchase Order: Any Purchase Order for Services not set forth in Attachment 1 of the type, and at the rate, set forth on such Purchase Order.

Table: The table of commercial terms at the head of this document, which is incorporated in these terms and conditions.

Taxes: Any charge imposed by a governmental authority, including federal, state, or local regulator, and including, without limitation, consumption, sales, use, gross receipts, excise, access, bypass, franchise or other taxes, or regulatory charges, surcharges, fees, and universal service contributions.

1.2Headings do not affect the interpretation of these conditions.
1.3Unless explicitly provided otherwise, email does not satisfy any obligation under this Agreement by one Party to provide written notice to the other Party.
2.Application of conditions
2.1The terms of this MSA:
(a)apply to and are incorporated into any attachments to this MSA and Purchase Orders; and
(b)prevail over any inconsistent terms in, or referred to in, any attachments to this MSA, Purchase Orders, and confirmations of orders or specifications.
2.2Any variation of this Agreement shall be in writing and signed by both Parties or their authorized representatives.
2.3Each Purchase Order shall be for a term set forth in the Table, and shall renew automatically for further terms of twenty four (24) months unless terminated in accordance with Clause 15 below or upon sixty (60) days’ prior written notice of termination by either Party to the other Party.
2.4Pure IP may deliver the Equipment by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable Purchase Order. Each instalment shall be a separate Purchase Order, and no cancellation or termination by either Party of any one Purchase Order relating to an instalment shall entitle the Customer to repudiate or cancel any other Purchase Order or instalment.
2.5Customer cannot cancel any Purchase Order without the prior written approval of Pure IP and the indemnification by Customer of Pure IP in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Pure IP as a result of cancellation.
3.Effect of purchase order

Each Purchase Order constitutes an agreement by the Customer to purchase the Services specified in such Purchase Order pursuant to the terms of this Agreement; provided, however, that no purchase order constitutes a binding Purchase Order unless and until it is signed by both Parties.

4.Pure IP's obligations
4.1Pure IP shall use reasonable endeavours to meet the performance dates for delivery and installation specified in the Table and/or any Purchase Order, but any such dates shall be estimates only and time shall not be of the essence for any Purchase Order.
4.2The Services are not fault free and their delivery may be impaired by conditions or circumstances beyond Pure IP’s control. The Customer is entitled to the quality of service generally provided by a competent telecommunications service provider exercising reasonable skill and care.
4.3Any telephone numbers that Pure IP permits Customer to use in order to access Services do not belong to Customer. Where required by applicable law, Pure IP shall cooperate with the transfer of a telephone number to another service provider in accordance with the requirements of such law.
4.4Pure IP may :
(a)upon reasonable notice, change the telephone number(s) that Customer uses to access Services, or any other name, code or number associated with the Services, for reasons beyond Pure IP’s control, including, but not limited to, an order by a governmental authority;
(b)temporarily to suspend the Services (or any part of them) for operational reasons or in an emergency, to prevent fraud or direct loss, or for reasons of security; and/or
(c)bar calls to certain telephone numbers on a temporary or permanent basis in order to prevent fraud or in circumstances where Pure IP would suffer a direct loss.
4.5Pure IP or its agents may record or monitor telephone calls, emails and any other communications between itself (or its agents) and the Customer for training and quality control and for Pure IP’s lawful business purposes.
4.6Pure IP may, at its discretion and without notice, suspend the Service (other than calls to the emergency services) if:
(a)the Customer is in breach of this Agreement;
(b)Pure IP has reasonable cause to suspect fraudulent use of the Services; and/or
(c)any of the Customer’s staff or representatives is persistently abusive, makes threats, repeatedly causes a nuisance or annoyance or otherwise acts illegally towards Pure IP’s staff or property.
4.7The Customer will be obliged to pay a suspension charge and, if applicable, a re-connection charge if the Services are reconnected after being temporarily suspended or disconnected for the reasons stated in 4.6 above.
5.Customer's obligations
5.1The Customer shall:
(a)cooperate with Pure IP in all matters relating to the Services and appoint the Customer's Services Manager, who shall have the authority to contractually bind the Customer on matters relating to the Services;
(b)provide, upon request by Pure IP, timely access to the Customer's premises and data, including office accommodation and other facilities, so that Pure IP can provide Services in accordance with this Agreement;
(c)provide, upon request by Pure IP, relevant information that is accurate in all material respects in a timely manner; and
(d)be responsible (at its own cost) for preparing the relevant premises for the supply of the Services and for providing a safe work environment for the staff of Pure IP visiting the Customer’s premises.
5.2If Pure IP's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall be liable to pay to Pure IP on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Pure IP confirming such costs, charges and losses to the Customer in writing.
5.3The Customer shall not, without the prior written consent of Pure IP, at any time from the date of a Purchase Order to the expiry of six months after the completion of the Services, solicit or entice away from Pure IP or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Pure IP.
5.4Any consent given by Pure IP in accordance with condition 5.3 shall be subject to the Customer paying to Pure IP a sum equivalent to 20% of the then current annual remuneration of Pure IP's employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or sub-contractor.
5.5The Customer shall not use the Services or permit any other person to use the Services:
(a)fraudulently, in commission of or in connection with a criminal offence, in breach of any law or statutory duty;
(b)to make a call or send a message or to take pictures or video or send, upload, download, use or re-use any material, which is offensive, abusive, indecent, inciting racial, religious or ethnic hatred or in breach of the intellectual property rights of any third party, defamatory, obscene or menacing, a nuisance or a hoax or in breach of any rights or privacy or otherwise unlawful;
(c)to harass or cause annoyance, inconvenience or needless anxiety; and/or
(d)to send automated unsolicited communications.
6.Waiver and Amendment
6.1The failure of either Party to enforce any provision of this Agreement on one or more occasions shall not constitute the permanent waiver of such provision. No term or provision of this Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented.
6.2Any addition, deletion or modification to this Agreement shall not be binding on either Party except by written amendment executed by authorized representatives of both Parties.
7.Charges and payment
7.1Each month, Pure IP shall issue an Invoice to Customer for the Charges that are then payable by Customer to Pure IP, together with any applicable Taxes and interest where appropriate, calculated as provided in this Agreement.
7.2Customer shall pay all Charges on an Invoice in immediately available U.S. funds on or before the later of the following dates (the “Due Date”): (a) the due date specified in the Invoice; or (b) fifteen (15) calendar days after the date the electronic bill was transmitted (as evidenced by the electronic transmission records). Failure to pay an Invoice in full by the Due Date constitutes a waiver by Customer of its rights under Sections 7.3 and 7.4 to dispute charges on that Invoice.
7.3If Customer determines that any portion of an Invoice issued to Customer under this Agreement contains a bona fide billing discrepancy, Customer shall give written notice to Pure IP of such amounts it disputes (“Disputed Amounts”) and include in such notice the specific details and reasons for disputing each item. Customer waives the right to dispute any Charges on an Invoice not disputed within twenty-one (21) days receipt of said Invoice, and shall be liable to Pure IP for the full amount of undisputed Charges set forth on that Invoice.
7.4If the Parties are unable to resolve a dispute regarding Disputed Amounts within thirty (30) calendar days after Pure IP received Customer’s written notice of the Disputed Amounts, the Parties shall seek to resolve the dispute using the following informal dispute resolution process:
(a)Each Party shall promptly designate appropriate senior management personnel who shall attempt in good faith to resolve any such dispute expeditiously, unless the time associated with undertaking such effort could reasonably prejudice a Party’s rights or remedies. The Parties intend that these negotiations be conducted by non-attorney, business representatives. The location, format, frequency, duration, and conclusion of these discussions shall be left to the discretion of the representatives. Upon mutual agreement, the representatives may use other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as Confidential Information developed for purposes of settlement, exempt from discovery without the concurrence of both Parties. Documents that are not prepared for purposes of settlement, nor identified in or provided with such communications, are not so exempted and may, if otherwise discoverable, be discovered and, if otherwise admissible, be admitted in evidence in the resolution of a formal dispute.
(b)If the Parties do not reach a mutually agreeable resolution within ninety (90) calendar days of the date of Pure IP’s receipt of the Customer’s written notice of the Disputed Amount, or a shorter period as may be mutually agreed to by the Parties, then either Party may proceed with any remedy available to it under Applicable Law or as otherwise mutually agreed by the Parties.
(c)The Parties shall continue to perform their obligations under this Agreement during the pendency of any such dispute resolution procedure hereunder, including the payment of all amounts that are not Disputed Amounts, providing services and accepting orders for new services in accordance with the Attachments; provided, however, that neither Party shall be required to act in an unlawful manner.
7.5The Customer shall pay any Advance provided for in the Table before Pure IP provides any Services or Equipment. In addition to paying for Services and Equipment in respect of the period covered by the invoice, the Customer upon payment of every invoice (until the Purchase Order has been duly terminated in accordance with these conditions) shall also restore the Advance held by Pure IP to the level stipulated in either (a) the Table or (b) Pure IP’s notice pursuant to clause 7.6 below.
7.6Pure IP, at any time, by service of a notice in writing (including email) to the Customer, may:
(a)immediately increase the Advance to equal the full cost for one month of each of the Services requested by the Customer plus the full unpaid balance of the cost of the Equipment; and/or
(b)require Customer to authorize and maintain a direct debit authority at its bank for the payment of charges and Advances, and condition the provision or maintenance of Service upon meeting this requirement.
7.7Without prejudice to any other right or remedy that Pure IP may have, if the Customer fails to timely pay Pure IP all amounts due in accordance with these conditions, Pure IP may:
(a)charge the highest interest rate permitted by law on such sum from the due date for payment until payment is made, whether before or after any judgment; and/or
(b)suspend all Services until payment has been made in full.
7.8Time for payment shall be of the essence for this Agreement.
7.9Pure IP may apply any Advances received from the Customer against any liability of the Customer to Pure IP.
7.10Notwithstanding anything to the contrary, Customer shall pay all Charges within fifteen (15) days of termination of the Agreement. This condition is without prejudice to any right Pure IP may have to claim for interest under the law, or any such right under the Agreement.
7.11Pure IP may, without prejudice to any other rights it may have, set off any liability of the Customer to Pure IP against any liability of Pure IP to the Customer.
7.12Pure IP may, without prejudice to any other rights it may have, set off any Pure IP invoices to the Customer and/or Pure IP charges incurred with third parties on behalf of the Customer against any revenue and/or charges collected by Pure IP on behalf of the Customer including (without limitation) monies collected on a revenue sharing basis.
8.Credit Checks and Disclosure
8.1The Customer agrees that Pure IP may search the files of credit reference agencies and acknowledges that such agencies will keep a record of that search. Pure IP may also carry out identity and anti-fraud checks with fraud prevention agencies. Pure IP and other organisations may access and use from other countries the information recorded by fraud prevention agencies. If the Customer gives Pure IP false or inaccurate information and Pure IP identifies or suspects fraud, Pure IP will record this.
8.2Details of how Customer conducts its account may be disclosed to credit reference agencies, law enforcement agencies and other telecommunications companies. The information may be used by Pure IP and other parties in assessing applications for and making decisions about credit, credit-related services or other facilities and insurance and for debt tracing, debt recovery, credit management and crime, fraud and money laundering detection and prevention. Information may be used by Pure IP and other parties for checking the Customer’s identity, checking details of job applicants and employees, statistical analysis about credit, insurance, fraud and to manage the Customer’s account and insurance policies. Pure IP may also perform subsequent searches for the purpose of risk assessment, debt collection and fraud prevention with one or more credit reference agencies and/or fraud prevention agencies whilst Customer retains a financial obligation to Pure IP.
8.3The Customer authorises Pure IP to use and disclose, in the United States and abroad, information about the Customer and the Customer’s use of the Services including phone numbers and/or email addresses of calls, location data (where available) in respect of mobile phones, texts and other communications (collectively “Communications“) made and received by Customer and the date, duration, time and cost of such Communications, and information about how the Customer conducts the Customer’s account for the purposes of operating the Customer’s account and providing Customer with the Services, for credit control purposes, fraud and crime detection and prevention and the investigation and prevention of civil offences or as required for reasons of national security or under law to Pure IP’s associated companies, partners or agents, any telecommunications company, debt collection agency or credit reference agency and fraud prevention agency or emergency services or governmental agency and other users of these agencies who may use this information for the same purposes as Pure IP. The Customer can obtain further details of Pure IP’s intended use of such data from Pure IP’s public registration held by the Information Commissioner.
8.4The Customer may request details of the credit reference or the fraud prevention agencies from whom Pure IP obtains and with whom Pure IP records information about the Customer or a copy of the information Pure IP holds about the Customer. Pure IP will charge a fee for the provision of such details or information.
9.Risk and Property
9.1The Equipment shall be at the risk of Pure IP until delivery to the Customer at the place of delivery specified in Pure IP's acknowledgement of order. Pure IP shall off-load the Equipment at the Customer's risk.
9.2Ownership of the Equipment shall pass to the Customer on the later of completion of delivery (including off-loading), or when Pure IP has received in full in cleared funds all sums due to it in respect of:
(a)the Equipment; and
(b)all other sums which are or which become due to Pure IP from the Customer on any account.
9.3Until ownership of the Equipment has passed to the Customer under condition 9.2, the Customer shall:
(a)hold the Equipment on a fiduciary basis as Pure IP's bailee;
(b)store the Equipment (at no cost to Pure IP) in satisfactory conditions and separately from all the Customer's other equipment or that of a third party, so that it remains readily identifiable as Pure IP's property;
(c)not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and
(d)keep the Equipment insured on Pure IP's behalf for its full price against all risks to the reasonable satisfaction of Pure IP, and hold the proceeds of such insurance on trust for Pure IP and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
9.4The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to Pure IP on the due date.
9.5The Customer grants Pure IP, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where the Customer's right to possession has terminated, to remove it. All costs incurred by Pure IP in repossessing the Equipment shall be borne by the Customer.
9.6On termination of the Purchase Order for any reason, Pure IP's (but not the Customer's) rights in this condition 9 shall remain in effect.
9.7Pure IP may appropriate payments by the Customer to such Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.
10.Software licence
10.1If Pure IP explicitly refers to a software licence in the acknowledgment of order, the price of the Equipment includes the licence fee for the Customer's right to use the Software explicitly referred to in such acknowledgement.
10.2The Services may be dependent upon a third party software licence. If so
(a)the licence terms comprise the Customer’s sole and entire rights and remedies in respect of the said software; and,
(b)if the Customer does not accept the licence terms relating to that software, Pure IP shall have no liability for any failure to provide to the Customer the Services requiring the use of the said software.
10.3If the Customer is provided with any operating system software licence in respect of the Software, the Customer shall sign and return it to Pure IP within seven days of installation of the software, unless the licence has been supplied on a "shrink-wrap" or "click-wrap" basis.
10.4If no software licence has been provided to the Customer, the Customer hereby accepts a non-exclusive, non-transferable licence to use the Software on the following conditions:
(a)the Customer shall not copy (except to the extent permissible under applicable law or for normal operation of the Equipment), reproduce, translate, adapt, vary or modify the software, nor communicate it to any third party, without Pure IP's prior written consent;
(b)the Customer shall not use the Software on any equipment other than the Equipment, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides;
(c)such licence shall be terminable by either party on 28 days' written notice, provided that Pure IP terminates only if the continued use or possession of the Software by the Customer infringes the developer's or a third party's rights, or Pure IP is compelled to do so by law, or if the Customer has failed to comply with any term of the Agreement; and
(d)on or before the expiry of this licence, the Customer shall return to Pure IP all copies of the Software in its possession.
11.Intellectual Property Rights
11.1All Intellectual Property Rights and all other rights in the Deliverables shall be owned by Pure IP. Pure IP hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties. If Pure IP terminates the Agreement under condition 15.1, this licence will automatically terminate.
11.2The Customer acknowledges that the Customer's use of rights in Pre-existing Materials is conditional on Pure IP obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle Pure IP to license such rights to the Customer.
12.Confidentiality and Pure IP's property
12.1The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Pure IP or its agents, and any other confidential information concerning Pure IP's business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer's obligations to Pure IP, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
12.2All materials, equipment and tools, drawings, specifications and data supplied by Pure IP to the Customer shall at all times be and remain the exclusive property of Pure IP, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to Pure IP, and shall not be disposed of or used other than in accordance with Pure IP's written instructions or authorisation.
12.3This condition 12 shall survive termination of the Agreement, however arising.
13.Limitation of liability
13.1IN NO EVENT WILL PURE IP BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF REVENUES, COVER, DAMAGED SYSTEMS, EQUIPMENT OR DEVICES, LOSS OF DATA, INTERRUPTION OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY OTHER TYPE OF DAMAGES OTHER THAN DIRECT DAMAGES, REGARDLESS OF WHETHER THE CAUSE OF ACTION IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY.
13.2PURE IP MAKES NO WARRANTY WITH RESPECT TO THE SERVICE OR ITS PERFORMANCE UNDER THIS AGREEMENT. PURE IP DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY IS MADE OR PASSED ON WITH RESPECT TO ANY THIRD PARTY SERVICE.
13.3IN NO EVENT SHALL PURE IP’S AGGREGATE LIABILITY TO CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, IN CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT INVOICED BY THE CLAIMING PARTY OVER THE THREE MONTHS PRIOR TO THE ACCRUAL OF THE CLAIM (“LIABILITY CAP”). Notwithstanding anything in this Agreement to the contrary, the following shall not be considered liabilities, amounts or damages that count toward satisfaction of the Liability Cap: (I) any USAGE CHARGES OR TAXES OWED BY CUSTOMER TO PURE IP in connection with the Services; and (II) any amounts paid by CUSTOMER but subsequently recovered from PURE IP due to overcharges for Services.
13.4Notwithstanding anything in this Agreement to the contrary, the limitations of liability and limitation of remedies contained in this Section shall not apply to CUSTOMER’S indemnification obligations under Section 14.
14.Indemnification
14.1The Customer, on behalf of itself, its affiliates, and its customers, (the “Indemnifying Party”) shall indemnify, defend and hold harmless Pure IP, and its affiliates, employees, members, managers, agents, officers, directors and shareholders (collectively “the Indemnified Parties”) from any claims, demands, actions, losses, damages, liabilities, settlements, judgments, costs, fees and expense (including, but not limited to, reasonable attorney fees and court costs) which arise out of, or relate to: (i) any breach or violation of any covenant or other obligation or duty of the Indemnifying Party under this Agreement or under applicable law, (ii) the gross negligence or wilful misconduct of the Indemnifying Party, its employees, agents, contractors, licensors or suppliers; (iii) the resale by the Indemnifying Party of the Services provided by Pure IP, including any claims brought by a customer of the Indemnifying Party against Pure IP that arises out of or relates to the provision of the Services by Pure IP to the Indemnifying Party; (iv) any claims brought by third parties (including other carriers) for Carrier Charges owed by the indemnifying Party pursuant to Section 3.2; (v) the modification or unauthorized use of Pure IP’s intellectual property, (vi) disclosure of, or access to, the confidential information of Pure IP that Pure IP did not authorize, or (vii) injuries (including death) to persons or damage to property (including theft) resulting in whole or in part from the acts or omissions of the Customer (each a “Claim”), in each case whether or not caused by the negligence of any of the Indemnified Parties and whether or not the Claim has merit.
14.2Pure IP shall promptly notify Customer in writing of any claims that are subject to indemnification. Pure IP may participate either directly or through counsel in any litigation or settlement negotiations. Pure IP shall provide reasonable assistance and cooperation in such defense at the Customer’s expense. Customer shall not agree to any settlement without the written consent of Pure IP, with such consent shall not be unreasonably withheld. The indemnification provided herein shall survive the termination of this Agreement.
15.Termination
15.1Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may, by giving written termination notice to the other Party, immediately terminate the Agreement or any Purchase Order without liability to the other Party as of a date specified in such notice of termination in the event the other Party:
(a)commits a material breach of the Agreement and fails to remedy that breach within 30 days of that party being notified in writing of the breach;
(b)voluntarily files, or involuntarily has filed against it, a petition under the federal or any state bankruptcy, insolvency or receivership statute,
(c)becomes or is declared insolvent or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it;
(d)makes an assignment for the benefit of all or substantially all of its creditors;
(e)enters into an agreement for the composition, extension or readjustment of substantially all of its obligations;
(f)the other party ceases, or threatens to cease, to trade; or
(g)there is a change of control of the other party.
15.2Termination of all or part of the Agreement, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
16.Force Majeure

Pure IP shall have no liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Pure IP or any other party), failure of a utility service or transport network (including failure of the Internet), act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Pure IP or sub-contractors.

17.Waiver
17.1A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
17.2Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
18.Severance
18.1If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
18.2If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19.Status of pre-contractual statements

Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Agreement.

20.Assignment
20.1The Customer shall not, without the prior written consent of Pure IP, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
20.2Notwithstanding anything to the contrary in this Agreement, Pure IP may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
21.No Partnership or Agency

Nothing in the Agreement creates a partnership between the Parties, or authorizes either party to act as agent for the other, and neither party has or shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22.Third Party Rights

The Agreement is made for the benefit of the Parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

23.Notices

Any notice under the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Attachment Notification, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in the Attachment Notification. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). A notice sent by email (where specifically provided in these conditions as a permissible form of notice) shall be deemed to have been received two hours after the time of transmission.

24.Choice of Law and Venue

The construction, interpretation, and performance of this Agreement shall be governed by the laws of the State of New York without regard to its conflicts of laws rules. All disputes relating to this Agreement shall be resolved through the application of such laws. Each Party irrevocably consents to the personal and subject matter jurisdiction of the courts located in the Borough of Manhattan, State of New York, to the extent necessary to give effect to or to enforce the provisions of this Agreement, and each Party waives any defense of lack of jurisdiction, improper venue, or inconvenient forum.

 

Attachment IP Termination
Service Specifications
IP Based Call Termination

THIS ATTACHMENT governs the provision of One-Way VoIP Termination Services (“Termination Services”) by Pure IP California, LLC (“Pure IP”) to __________ (“Customer”). The Parties understand and agree that Pure IP is not providing, and Customer is not purchasing, "Interconnected VoIP Services" as defined by the Federal Communications Commission, 47 C.F.R. § 9.3, but rather one-way VoIP termination services. This attachment is to be used in conjunction with the Master Services Agreement (“MSA”) and is subject to the terms and conditions of the MSA entered into between Pure IP and Customer dated ___________.

Services

1.1Pure IP will terminate, or arrange for the termination of, calls to the Public Switched Telephone Network (“PSTN”) that are received from the Customer or the Customer’s customers over an Internet Protocol Point of Interconnection (“POI”) using Session Initiation Protocol (“SIP”) (“Termination Services”). Upon receipt, Pure IP will route the traffic to the called party at the rates identified in the Usage Charge Schedule (defined below).
1.2Customer acknowledges and understands that the Termination Services will not support access to emergency services, including access to 911 services or E911 services. Customer shall be solely responsible for informing any end users of this limitation, and will provide alternative access to emergency services for end users if required by law.
1.3The Termination Services are provided independently of any other services Customer may purchase under the Master Services Agreement or any other Annex to that Master Services Agreement.
1.4Each Party shall procure, at its own risk and expense, the necessary facilities and/or Internet connectivity to reach the POI.

Rates

2.1Pure IP will provide a usage charge schedule (“Usage Charge Schedule”) to Customer that sets forth the usage charge(s) for each locale where Pure IP provides Termination Services. The Usage Charge Schedule(s) are identified in the Purchase Order Form. Customer, based on its use of Pure IP’s Services, shall pay the usage charges specified in the Usage Charge Schedule.
2.2Pure IP may revise or amend its Usage Charge Schedule(s) by providing a written rate modification notice (“Rate Modification Notice”) via email pursuant to Attachment Notification Information. Customer’s problems in receiving Rate Modification Notices shall not affect the effectiveness of such Rate Modification Notices. Customer’s use of Pure IP’s services after the effective date of a rate modification shall be deemed acceptance of the new rates and associated terms. In the event of a conflict between the terms of this Attachment and a Rate Modification Notice or among Rate Modification Notices, the terms of the most recent Rate Modification Notice in effect during the relevant period shall control. Increases in usage charges shall be effective seven (7) days after the Rate Modification Notice is provided to the other Party. The start time on the effective dates of the rate change is 00:00:00 GMT.

Billing

3.1Pure IP shall charge Customer for Origination Services at the rates established in the Usage Charge Schedule.
3.2Termination Services provided pursuant to this Attachment that incur usage-based charges are subject to a six (6) second minimum per call plus additional billing increments of six (6) second unless otherwise specified in the Usage Charge Schedule or Purchase Order.
3.3Customer is solely responsible for any charges, including access charges, reciprocal compensation, transit charges, transport charges, payphone charges, toll free origination or termination charges, or any other form of intercarrier compensation (collectively “Carrier Charges”), assessed by third parties (including other carriers) associated with the call flow of the traffic routed pursuant to this Agreement.
3.4Customer shall pay all amounts owed to Pure IP immediately upon termination of any Purchase Order made for Services under this Attachment, despite any other provision. This condition is without prejudice to any others rights Pure IP may have.

Jurisdictional Rating

For the purpose of determining whether a call should be rated as local, intrastate, interstate, or international call, the Parties acknowledge that the information in the call detail records (i.e. Calling Party Number, Called Party Number, Local Routing Number (“LRN”), Automatic Numbering Information (“ANI”), etc.). For rating purposes, 8XX numbers, Restricted, and Unavailable are not considered valid originating ANIs.

Call Flooding

To protect the integrity of its network, Pure IP, or those providing the underlying services on behalf of Pure IP, may in its reasonable discretion, and without liability for damages of any type to Customer, its Affiliates, or its End Users, temporarily block duplicate or repeated numbers dialled in succession, where Pure IP considers the numbers of attempts to be potentially harmful to Pure IP’s network or services. This provision shall not be deemed to limit any other options or rights either Party may have pursuant to the Agreement.

Call Duration

6.1The rates agreed to by the Parties under this Attachment are based upon the condition that the call duration of all calls routed for Termination Services shall be greater than six (6) seconds in length for at least eighty percent (80%) of all calls for the billing interval. If more than twenty percent (20%) of traffic routed by Customer to Pure IP for Termination Services is six (6) seconds or less in duration, then Pure IP shall charge an additional one-half cent ($0.005) per call for all calls that are six (6) seconds or less above the twenty percent (20%) limit.
6.2Customer acknowledges that calls that surpass the call duration threshold and are charged accordingly, as defined above, are due and owing to Pure IP. These charges are non-negotiable and Customer waives the right to dispute the assessment of such charges, though Customer retains its rights to dispute the underlying traffic pursuant to the relevant Agreement provisions. Pure IP will notify Customer at Customer’s designated e-mail address(es) when short duration traffic as defined above has reached twenty percent (20%) and supply the other Party with example short duration ANIs to allow the other Party to resolve the issue. Prior to imposing the above surcharge, the Pure IP shall provide four (4) days of advance notification to Customer in order to allow the other Party to take corrective action. Pure IP will notify Customer when the issue has been resolved via e-mail at the Customer’s designated e-mail address(es).

 

Attachment IP Origination
Service Specifications
IP Based Telco Origination

THIS ATTACHMENT governs the provision of One-Way VoIP Origination Services (“Origination Services”) by Pure IP California LLC (“Pure IP”) to __________ (“Customer”). The Parties understand and agree that Pure IP is not providing, and Customer is not purchasing, "Interconnected VoIP Services" as defined by the Federal Communications Commission, 47 C.F.R. § 9.3, but rather one-way VoIP origination services. This attachment is to be used in conjunction with the Master Services Agreement (“MSA”) and is subject to the terms and conditions of the MSA entered into between Pure IP and Customer dated ___________.

Services

1.1Pure IP will route, or arrange for the routing of, calls from the Public Switched Telephone Network (“PSTN”) to the Customer’s Internet Protocol Point of Interconnection (“POI”) using Session Initiation Protocol (“SIP”)(‘Origination Services”).
1.2The Origination Services are provided independently of any other services Customer may purchase under the Master Services Agreement or any other Annex to that Master Services Agreement.
1.3Each Party shall be responsible to procure, at its own risk and expense, the necessary facilities and/or Internet connectivity to reach the POI.

Rates

2.1Pure IP shall maintain a usage charge schedule (“Usage Charge Schedule”) that shall set forth the usage charge(s) for each locale where Pure IP provides Origination Services. The Usage Charge Schedule(s) are identified in the Purchase Order Form. Customer, based on its use of Pure IP’s Services, shall pay the usage charges specified in the Usage Charge Schedule.
2.2Pure IP may revise or amend its Usage Charge Schedule(s) by providing a written rate modification notice (“Rate Modification Notice”) via email pursuant to Attachment Notification Information. Customer’s problems in receiving Rate Modification Notices will not affect the effectiveness of such Rate Modification Notices. Customer’s use of Pure IP’s services after the effective date of a rate modification shall be deemed acceptance of the new rates and associated terms. In the event of a conflict between the terms of this Attachment and a Rate Modification Notice or among Rate Modification Notices, the terms of the most recent Rate Modification Notice in effect during the relevant period shall control. Increases in usage charges shall be effective seven (7) days after the Rate Modification Notice is provided to the other Party. The start time on the effective dates of the rate change is 00:00:00 GMT.

Billing

3.1Pure IP shall charge Customer for Origination Services at the rates established in the Usage Charge Schedule.
3.2Origination Services provided pursuant to this Attachment that incur usage-based charges shall incur a six (6) second minimum per call plus additional billing increments of six (6) second unless otherwise specified in the Usage Charge Schedule or Purchase Order.
3.3Customer shall be solely responsible for any charges, including access charges, reciprocal compensation, transit charges, transport charges, payphone charges, toll free origination or termination charges, or any other form of intercarrier compensation (collectively “Carrier Charges”), assessed by third parties (including other carriers) associated with the call flow of the traffic routed pursuant to this Agreement.
3.4Customer shall pay all amounts owed to Pure IP immediately upon termination of any Purchase Order made for Services under this Attachment, despite any other provision. This condition is without prejudice to any others rights Pure IP may have.

Jurisdictional Rating

For the purpose of determining whether a call should be rated as local, intrastate, interstate, or international call, Parties acknowledge that the information in the call detail records (i.e. Calling Party Number, Called Party Number, Local Routing Number (“LRN”), Automatic Numbering Information (“ANI”), etc.). For rating purposes, 8XX numbers, Restricted, and Unavailable are not considered valid originating ANIs.

Call Flooding

To protect the integrity of its network, Pure IP, or those providing the underlying services on behalf of Pure IP, may in its reasonable discretion, and without liability for damages of any type to Customer, its Affiliates, or its End Users, temporarily block duplicate or repeated numbers dialled in succession, where Pure IP considers the numbers of attempts to be potentially harmful to Pure IP’s network or services. This provision shall not be deemed to limit any other options or rights either Party may have pursuant to the Agreement.

Call Duration

6.1The rates agreed to by the Parties under this Attachment are based upon the condition that the call duration of all calls routed for Origination Services shall be greater than six (6) seconds in length for at least eighty percent (80%) of all calls for the billing interval. If more than twenty percent (20%) of traffic routed by Customer to Pure IP for Origination Services is six (6) seconds or less in duration, then Pure IP shall charge an additional one-half cent ($0.005) per call for all calls that are six (6) seconds or less above the twenty percent (20%) limit.
6.2Customer acknowledges that calls that surpass the call duration threshold and are charged accordingly, as defined above, are due and owing to Pure IP. These charges are non-negotiable and Customer waives the right to dispute the assessment of such charges, though Customer retains its rights to dispute the underlying traffic pursuant to the relevant Agreement provisions. Pure IP will notify Customer at Customer’s designated e-mail address(es) when short duration traffic as defined above has reached twenty percent (20%) and supply the other Party with example short duration ANIs to allow the other Party to resolve the issue. Prior to imposing the above surcharge, the Pure IP shall provide four (4) days of advance notification to Customer in order to allow the other Party to take corrective action. Pure IP will notify Customer when the issue has been resolved via e-mail at the Customer’s designated e-mail address(es).

 

 

Attachment Notification Information

This Attachment Notification Information shall be used in conjunction with the Agreement and is subject to the terms and conditions of that MSA which was entered into between Pure IP California LLC (“Pure IP”) and _______________ (“Company”) on ____________.

All notices other than for billing or rates required or given under this Agreement shall be directed to each Party at the addresses set forth below. Each Party shall promptly notify the other Party, in writing, of any changes to the contact information required below.

Company’s Contact

Pure IP

Name:

Name:

Address:

 

Address:

 

Telephone:

Telephone:

Facsimile:

Facsimile:

Email:

Email:

Pure IP shall issue its invoices via electronic mail to the email address set forth below.

Company’s Billing Contact

Name:

Address:

 

Telephone:

Facsimile:

Email: