"Services" in this Agreement, shall mean:

1. telephone numbers that Acefone shall allocate to the Customer (hereinafter referred to as "Acefone Numbers");
2. The Acefone platform, user interface along with the related application program interfaces (hereinafter referred to as "API(s)");
3. Acefone browser extension and our software development kit;
4. Any other Services provided by Acefone
5. Any document made available by Acefone to Customer relating to the Services or its use (hereinafter referred to as "Documentation")

By "APIs" Acefone means a set of routines, protocols and tools enabled by Acefone which allow its customers to develop programs as per their requirements and/ or customize the services to suit their needs. A list of APIs is available at https://Acefone.readme.io/docs, or maybe available on any other webpage, as maybe notified from time to time.

Acefone has agreed to grant to Customer a non- exclusive, non-transferable and revocable right to use the Services in accordance with the terms and conditions of this Agreement, and Customer has agreed to use the Services subject to such terms and conditions. The non-exclusive, non-transferable and revocable right to use the Services will cease to exist when this Agreement is terminated as per clause 16 on Termination of this Agreement. It is clarified that Acefone does not create any right or interest in the Acefone Numbers in favour of the Customer or its Authorized Users under this Agreement except for the limited purpose as defined in this Agreement.

Also, Acefone or any of Acefone's group companies and partners can use customer brand names, logos, and testimonials for marketing/promotion-related activities.

Customer understands and agrees to the following restrictions and limitations that are applicable to the Customer's right to use the Services under this Agreement:

1. Acefone numbers provided by Acefone can be used only for the Customer's own use as mentioned in the documents. This number cannot be used for any other company without obtaining the requisite Authorization from the third party and prior written approval from Acefone.
2. The change of name of Customer is not permitted as the Services or any other resources in use is not transferable. The change in name between the blood relatives/ legal heirs is permitted provided new Customer Acquisition Form (CAF), and all the procedure as for registering a new subscriber is followed, and Services, or any other resources are issued. However, after the change in name the connection shall be treated as new connection. In such case, change in address is not permitted. Further, No Objection Certificate from the original user shall also be taken. In case of death of the original Customer, death certificate will suffice instead of No Objection Certificate.
3. The Services can be used only by Customer and/or a person whom Customer may specifically authorize to use Acefone Services, (hereinafter referred to as an "Authorized User") for business communication purposes. It is hereby further clarified that Customers, or its Authorized User(s) are not permitted to resell the right to use our Services.
4. All the Customers either individual or bulk should intimate to Acefone, any change of address within one week of such change along with new proof of address. If during re-verification process by Acefone or any other Security Agencies, it is found that Customer address is not correct in the database, then the connection may be disconnected forthwith, and the Customer shall be solely responsible of any consequent hardship. The Customer shall be suitably advised by Acefone in this regard while booking for new connection. The database of Acefone must be updated at all points of time.
5. Being a public cloud user, Customer will share the Services or Acefone's telephony resources on a shared network. Customer experience may vary depending on volumes from other customers.
6. The current API Throttling Limit is 50 per minute. This API Throttling Limit may be increased based on a request from the Customer
7. By "API Throttling Limit" we mean the maximum number of concurrent HTTP requests per minute on a given API end point. The list of API end points shall be available at Acefone India's webpage soon, or notified from time to time.
8. Acefone is an intermediary and has no control over the way Customer use the Services. Customer is required to use the Services in accordance with all the applicable laws. If Customer uses the Services outside of India, Customer expressly understands and agrees that Customer is responsible for determining compliance with different laws, regulations, or customs that may apply in connection with Acefone use of the Services.
9. In order to give Customer a better experience and/or to deal with certain external factors, Acefone reserves the right to modify the attributes and resources available to the APIs from time to time. The customer will be notified about any such changes made to the API through e-mail to the primary admin and through popup notifications in the application. Please note that Acefone will not be liable to Customer or any third party for such modifications to the API/(s) or adverse effects (if any) that may result to Customer from such modifications.
10. The Services may not be available to Customer for use if Customer exceeds their Credit Limit as defined below in clause 4.1, if applicable.
11. Acefone will not change or revoke the Acefone Numbers allocated to Customer unless:
    • The Acefone Numbers are revoked by the telecommunication service provider; and/or
    • A regulatory authority prohibits the use of Acefone Number(s); and/or
    • The law requires Acefone to do so.
    • Breach of the terms and conditions of this agreement
12. The standard delivery time for any service is one week starting from the date of receipt of payment, verification of KYC and acceptance by Acefone. However, the same is subject to the mutually agreed delivery lead times during the acceptance stage.
13. Acefone ensures superior service. We are available for customer service from Monday to Friday, 8am to 9pm; and on Saturdays from 9am to 6pm, except in the case of a planned maintenance or when the telecommunication service providers' networks and servers are down. The functionality of the Services will also be subject to limitations, delays and other problems due to the use of external infrastructure, technology and services. Customer understands that Acefone will not be responsible for any delays, default, or any other loss or damage caused by a person outside Acefone control.
14. Before beginning a planned maintenance, Acefone will notify the Enhanced Customer Support registered contact details.

4.1 Charges and Bill Plan: Customer agrees to pay the charges for the use of the Services (hereinafter referred to as "Charges") in accordance with the pricing and the bill plan to which the Customer would have subscribed as agreed over the email.

4.2 Credit Limit: If applicable, Customer's current Credit Limit will be accessible at customer.Acefone.in/billing/account –info. Customer agrees that it is Customer's responsibility to ensure that the Credit Limit is not breached. Customer Credit Limit may be modified by Acefone during the use of Customer Services and the Term of this Agreement.

By "Credit Limit" Acefone means the maximum amount of credit that Acefone may extend to Customer for the use of its Services. Be sure to keep a tab on Customer credit limit. If Customer breaches its credit limit, the Services will be suspended till the payment is received.

4.3 Payment of Invoices: Acefone will raise an invoice and it will be automatically settled against the prepayment deposit made by Customer in accordance with the Pricing and Bill Plan. Usage charges will be ongoing and deducted from the minutes purchased by the Customer, at the commencement of the Plan. The invoice(s) submitted by Acefone shall be subject to inspection and verification by the User and any discrepancies therein shall be brought to the notice of Acefone within 7 working days of receipt of the invoice(s). If necessary, Acefone shall modify and provide an amended invoice(s) and User will make the payments as per the modified invoice(s).

Services to the Customer shall be suspended if bills remain unpaid for more than 10 days after the due date. The account shall get permanently closed, and all the associated resources will get released after 30 days of non-payment or non-renewal from due date.

All kind of payments are to be made in favour of Acefone Communications Pvt. Ltd. All tariffs, octroi, or other kind of taxes are applicable at the prevailing rates varying from time to time.

4.4 Revision of Charges: Before making any upward revision of Charges, Acefone will give Customer a 30 (Thirty) days' prior written notice. However, in the event of any changes that result in rise in any third-party cost including but not limited to telecom operators etc., Acefone may revise the Charges payable by the Customer on giving a 15 (Fifteen) days' prior written notice. In case there is a dispute with respect to the revised Charges between the parties, the parties will try to resolve the dispute through discussions from the date a party notifies such dispute. In case the dispute about revision of Charges stays unresolved, the parties can terminate this Agreement in accordance with clause 16 (Termination).

4.5 Disputed Invoice: In the event Customer disputes any Invoice, in whole or in part, Customer will notify Acefone within Ten (10) Days from the date of receipt of such an Invoice of Customer's intention to do so.

4.6 Upon receipt of such a notification, parties will amicably discuss such a disputed Invoice and make all reasonable endeavours to resolve such a dispute.

Customer represent and warrant that:

5.1 Customer will ensure that he and/or his Authorized User(s) use the Services in accordance with applicable laws and this Agreement. It is clarified that Customer and/or its Authorized User(s) will not use our Services to make any calls or send any messages in contravention of the applicable laws. Before using our Services in any jurisdiction, Customer and/or its Authorized User(s) will familiarize themselves with all laws applicable to Acefone Services in such a jurisdiction and only use Acefone Services if and in the manner the law permits. Acefone provides no representation or warranty in this regard.

While using our Services, Customer and their Authorized Users must be sure to comply with all the laws applicable to them.

5.2 Our use of the service is subject to all applicable local, state, national laws and regulations (including without limitation those governing account collections, export control, consumer protection, unfair competition, anti-discrimination, securities laws and false advertising).

5.3 Customer and/or its Authorized User(s) will not copy, modify, duplicate, mirror, republish, download, transmit, license, sell, transfer, assign, display or otherwise commercially exploit or distribute all or any portion of the Proprietary Technology and the Services in any form or assist third parties in obtaining access to the Services or build a Services or service which competes with the Services.

5.4 Customer understands and agrees to use the service only for lawful purposes. At any time, Customer shall not use the service for any illegal, fraudulent, improper or abusive purpose or in any way, which interferes with Acefone's ability to provide the service to other customers, prevents or restricts other customers from using the services, or damages any Acefone or other customer's property. Prohibited uses include, but are not limited, to uses in connection with the following:

1. Behaviour that is obscene, threatening, harassing, defamatory, libellous, deceptive, fraudulent, malicious, infringing or invasive of another's privacy.
2. Sending unsolicited bulk messages or advertisements, including voicemails or photocopies.
3. Harvesting or otherwise collecting information about others without their consent.
4. Creating a false Caller ID Identity or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the services.
5. Pretending to be anyone or any entity, Customer is not, including impersonating or misrepresenting as another person (including a celebrity), a civic or government leader or otherwise misrepresenting Customer's affiliation with a person or entity.
6. Transmitting any material that may violate the intellectual property rights or other rights of third parties.
7. Violating any TRAI regulations concerning the transmission of technical data through the service.
8. Violation or non-adherence to any existing laws of the land governing the business associated with this agreement.
9. Data/Service usage that

1. belongs to another person and to which Customer does not have any right of use;
2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or is otherwise unlawful in any manner whatsoever;
3. harms minors in any way;
4. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
5. threatens the unity, integrity, defence, security or sovereignty of India or any country, friendly relations of India or any country with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any nation;
6. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
7. is aimed at inflicting hatred or dissension based on ethnic groups, religions, races, and inter-groups;
8. relates to gambling if prohibited by law
9. relates to any extortion and/or threats;
10. leads to the spreading of false and/or misleading information resulting in consumer loss, whether knowingly or unknowingly; and/or
11. violates any law for the time being in force.5.5 Customer confirms and undertakes that the telecom resources provided to Customer are nontransferable and shall not be further assigned or transferred on any other commercial basis to any authorized person.

5.6 Further, Customer undertakes that they shall be personally responsible for any misuse of any telecom resources allocated to the Customer and are also liable for the proceedings that may be initiated by any of the government agencies/DoT for any acts, deeds & things that may be done/caused to be done or alleged to have been caused or done by them from the above mobile numbers and Customer will keep Acefone indemnified against any such proceedings.

5.7 Customer shall be solely liable for any transmissions sent through the service and that Acefone has no control over the content of any transmission.

5.8 Customer will abide by all applicable Acefone agreements, policies and procedures from time to time.

5.9 Customer shall not attempt to gain unauthorized access to the service, other accounts, or computer systems or networks connected to the service through password mining or any other means.

5.10 Customer shall not interfere with other customers, or third parties' use and enjoyment of the service or use the service in any manner which disrupts, prevents or restricts any other customer from using the service.

5.11 Customer shall be solely responsible for all acts or omissions that occur under Acefone Account or password, including the content of our transmission through the Service.

5.12 Customer and/or its Authorized User(s) shall protect the privacy of the information collected/received by them with the Services.

5.13 Customer and/or its Authorized User(s) have read, understood and grant its consent to Acefone's privacy policy which is located at https://www.Acefone.in/privacy-policy/ ("Privacy Policy"). The location of the Privacy Policy may be changed from time to time. Customer will be notified of any such change on their registered contact details. Further, Customer agrees to share Acefone Privacy Policy with every person whose information will be processed by Acefone on Customer's behalf during the customer's use of the Services.

5.14 Customer and/or its Authorized User(s) will only make system recordings and use such system recordings in accordance with the applicable laws.

5.15 Customer(s) and/or its Authorized User(s) agree to take approval of the Sender ID from Acefone before sending out any Transactional Messages via SMS/voice. Further, such a customer agrees to send out a Transactional Message to a Subscriber pertaining to its services or activities only in response to a verifiable request from such a Subscriber and/or in accordance with applicable law (as amended from time to time).

"Transactional Message(s)" means the transactional message(s) as defined under the Telecom Commercial Communications Customer Preference Regulations, 2018 (as amended from time to time) or any other law as amended from time to time.

"Sender ID", means the sender ID created by the Customer in accordance with the local telecom or other such applicable laws relating to commercial communication or otherwise, such as the Telecom Commercial Communications Customer Preference Regulations, 2018 (as amended or re-enacted from time to time) that are applicable to Customers.

5.16 Customer and/or its Authorized User(s) agree not to use Acefone Services to make a conference call or send a message to any Subscriber registered under the NDNCR and/or NCPR or any other applicable customer preference-based do-not-disturb database for sharing unsolicited commercial communication (except in accordance with the applicable law).

5.17 Customer is validly existing and in good standing under the applicable laws.

5.18 Customer has the full right, power, authority and capacity to execute this Agreement.

5.19 Customer and/or its Authorized User(s) have obtained and will continue to obtain a clear written consent from every person for (i) the purpose and (ii) the duration, for which their information will be processed by Acefone on Customer's behalf during Customer use of the Services. This consent may be through letter or email, or any other manner prescribed by the applicable data protection law. Customer also agrees to provide a copy of the written consent to Acefone immediately, upon request, and in such a manner so as not to cause Acefone or a service provider of Acefone, to be in violation of any applicable laws.

Customer agrees to provide with complete and accurate information at the Customer Info Page, KYC Page and such other URLs as informed to Customer by Acefone from time to time.

"KYC Page" means Acefone's know your customer page wherein Customer is required to upload their proof of identity documents such as address proof, their incorporation certificate and such other documents as may be requested from time to time. The KYC Page will be accessible at Acefone India soon and will be indicated in time.

"Company Info Page" means Acefone company info page wherein you, if you are a Customer, are required to input details about your company such as your registered company address, tax deduction and collection account number (TAN), goods and services tax (GST) number and such other details as may be requested from time to time (if so required).

7.1 During the Term of this Agreement, Customer will be able to download Customer Data and Acefone Data for the previous 1 Year. Customer Data and Acefone Data beyond this period may be made available to Customer on request, if commercially feasible.

"Customer Data" means the data provided by Customer and/or their Authorized User(s) during the customer's use of the Services. Customer Data will include (as applicable) phone numbers, email addresses and names provided by Customer or their Authorized User(s) in relation to Customer's use of the Services.

"Acefone Data" means the data automatically generated and recorded by Acefone system pursuant to Customer's and/or Customer's Authorized User(s)' use of the Services which includes but is not limited to billing and pricing information, data about a call (time of call and duration), activities that Customer or Customer's Authorized User(s) do in creating work flows (call work flows/ IVR/auto attendant) SMS templates, audio uploads and activities performed either by Customer or their Authorized User(s) in and during a call such as dual tone multi frequency key access and details of the Authorized User.

7.2 Customer Data and Acefone Data will be treated as Confidential Information and subject to the confidentiality obligations set out in clause 12 (Confidentiality Obligations) of this Agreement, the Customer Data and Acefone Data will be handled in accordance with our Privacy Policy.

7.3 Before terminating this Agreement in accordance with clause 16 (Termination), Customer will be responsible for downloading the Customer Data and Acefone Data for their records.

7.4 On termination of the Agreement your Customer Data and Acefone Data will be deleted as soon as reasonably possible. However, it is hereby clarified that Acefone will retain Customer Data and Acefone Data if required by applicable laws.

Customer and its Authorized User(s) agree to regularly regenerate the login passwords through Acefone dashboard to avoid unauthorized access to our Services through Customer account. In the event of any unauthorized access, Customer agrees to indemnify Acefone against all claims, loss or damage arising from such unauthorized access. Customer also agrees to pay the Charges for the use of the Services on account of such unauthorized access.

Notwithstanding any other provision of this Agreement, a Customer agrees to indemnify Acefone against any liability that we may accrue due to a violation of the Regulations and other applicable law by such Customer and/or its Authorized User(s), while using Acefone Services, such as by sending out Promotional Message/(s) or Transactional Message/(s) or making conference calls for communicating unsolicited commercial information to any Subscriber registered under the NDNCR and/or NCPR and/or such similar consumer preference-based do-not-disturb database/register, without first obtaining the Subscriber's necessary consent in the appropriate manner under applicable law

Customer understands and agrees that to comply with the applicable laws, Acefone may either review or disclose the content of the conference calls or messages transmitted by Customer and/or Customer's Authorized User(s) using Acefone Services under this Agreement and perform any other act, as may be required by law from Acefone. On request, Customer's point of contact will provide all information that Acefone seeks within twenty-four Enhanced Customer Support. Customer agrees to provide all information required for compliance with the applicable laws, and in such a manner and in such a timeline so as not to cause Acefone or a service provider of Acefone, to be in violation of any applicable laws.

1. Customer acknowledges that Acefone owns and has the right to use all the Intellectual Property Rights in our Services. Acefone is only granting a limited right to use Services (as stipulated in clause 3 (Right to Use the Services)) in accordance with this Agreement and are granting Customer any Intellectual Property Rights in the Services (including any new software, content, corrections or enhancements, adaptations and additions made in relation to the Services).

2. Customer will not, at any time claim and/or apply for any right in and right to Acefone Services and any new software, content, corrections or enhancements, adaptations and additions in respect of our Services. Customer has agreed to assign to us all present and future rights (including Intellectual Property Rights), title and interests, in, over and upon all content, corrections or enhancements, adaptations and additions in relation to our Services, in India or any part of the world. Customer also agrees that the rights assigned to us by Customer are absolute, exclusive, perpetual and irrevocable. We will be entitled to transfer the rights to any person and use it anywhere in the world without requiring any interference or interruption from Customer.

12.1 Parties agree that:

"Confidential Information" means all information disclosed (whether in oral, written, or other tangible or intangible form) by one party (hereinafter referred to as the "Disclosing Party") to the other party (hereinafter referred to as the "Receiving Party") concerning or related to this Agreement, Services or the Disclosing Party (whether before, on or after the Effective Date), be it expressly designated as confidential or not and that which may reasonably be inferred/ considered to be confidential from its nature or circumstances surrounding its disclosure. It is clarified that Confidential Information will include without limitation: (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information relating to the Services; activities related to marketing, finance, operations; and our vendors/service providers; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a party a competitive advantage over its competitors; and (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.

12.2 The Receiving Party will maintain in confidence the Confidential Information of the Disclosing Party. The Receiving Party will use the same degree of care in protecting the Disclosing Party's Confidential Information as the Receiving Party uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than reasonable care. Any Confidential Information of the Disclosing Party will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party's obligations under this Agreement. Further, it is clarified that the Receiving Party may disclose the Confidential Information to its employees, advisors, professional consultants and lawyers (hereinafter referred to as "Representative/(s)") on a strict need to know basis, provided such Representative/(s) have entered into a non-disclosure or other confidentiality agreement with the Receiving Party containing terms substantially similar to the terms of confidentiality contained in this Agreement.

Acefone will not be liable to Customer or any third party for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind, including but not limited to loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, arising out of or in connection with this Agreement, whether in contract, tort, strict liability or otherwise, even if we have been advised as such or are otherwise aware of the possibility of such damages. To the maximum extent permitted by law, our total liability arising out of or in connection with this Agreement will be limited to the actual direct loss incurred by a customer, up to a limit of Rupees one-month value of Customer service or Fifty Thousand (INR 50,000/-) whichever is lower. In case where monthly value is not defined, then the monthly value will be calculated by dividing by 12 to arrive at the value.

Subject to clause 13 (Limitation of Liability) of this Agreement, Acefone and the Customer agree that: Customer (hereinafter referred to as the "Indemnifying Party"), at their sole expense, will defend, indemnify and hold Acefone, its directors and employees (collectively referred to as the "Indemnified Party") harmless from and against any, damages, losses, settlements, liabilities, penalties, fines, costs and expenses (including, but not limited to, reasonable attorneys' fees) resulting from any claim, suit, action or proceeding (hereinafter referred to as the "Claim") against Acefone arising from or related to a breach or alleged breach of any provision of this Agreement by Customer and/or their Authorized User(s). The Indemnifying Party's indemnification obligations under this clause 19 are conditioned upon the Indemnified Party: (a) giving notice of the Claim to the Indemnifying Party once the Indemnified Party becomes aware of the Claim; (b) However, it is clarified that Indemnified Party reserves the right to select and appoint its separate counsel in connection with the Claim. It is further clarified that if, in the Indemnified Party's view, the Indemnifying Party has not responded to and/or defended the Claim to the satisfaction of the Indemnified Party, the Indemnified Party reserves the right to assume control of the defence at the cost of the Indemnifying Party; and (c) providing reasonable cooperation to the Indemnifying Party and, at the Indemnifying Party's request and expense, assistance in the defence or settlement of the Claim.

Without limiting Acefone's express warranties and obligations under this Agreement, Acefone hereby disclaims all other warranties, express or implied, including but not limited to warranties of merchantability, title, non-infringement, and fitness for a particular purpose and warranties related to third-party equipment, material, services or software. Our Services are provided on "as is" basis to the fullest extent permitted by law. To the extent this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under that law.

Acefone can guarantee services & issue from its own network only. Acefone shall not be liable to the customer for any loss or damage suffered by the Customer due to any act or omission of third parties, if there is an issue at telephony operator or internet provider, and it results in hamper or shutdown in our services, then Acefone will not be liable for the business loss of its Customers.

16.1 Term: This Agreement will commence from the Effective Date and will remain in force unless terminated in accordance with the provision of clause

16.2 Termination:

1. Customer may stop using the Services at any time at their sole discretion by sending an email to Acefone and Acefone will terminate this Agreement.
2. Customer also agrees that Acefone may temporarily stop providing the Services to Customer or terminate the Agreement with immediate effect if: (i) Customer fails to pay an amount that is due as per clause 4 (Charges, Bill Plan, Credit Limit and Invoice) of this Agreement; (ii) there is a breach or alleged breach of the representations and warranties given by Customer in this Agreement; (iii) there is a breach or alleged breach of any of the provisions of this Agreement, if such breach is not capable of being remedied. Provided however that, in the event of a curable breach, Customer will cure the breach within Fifteen (15) days from the date of issuance of a written intimation of the same, at the end of which if the breach continues, this Agreement will automatically come to an end; (iv) Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of your business; (v) our relevant license(s) get suspended or revoked by any government authority (vi) Customer withdraws their consent to our Privacy Policy; (vii) either Customer or we file a petition for bankruptcy; (viii) our Services / service comes under a government or regulatory scrutiny or investigation or under any direction from the regulatory authority, or if there is a reasonable anticipation of the same; (ix) there is a dispute between the parties and the parties fail to reach a consensus and the dispute persists beyond Twenty (21) days from the date it was notified (x) our telecom service provider(s) suspend or terminate their telecom resources allotted to us; (xi) Customer objects to an amendment of this Agreement by us in accordance with clause 25 (Amendment); and/or (xii) any law, regulation or a governmental or judicial order/ direction requires us to do so. (xiii) Acefone determines that customer use of the service violate or has at any time violated these terms of service or any other applicable laws in India. (xiv) Acefone determines that such action is necessary to maintain or improve the services, to prevent fraud or misrepresentation by affirmative acts and omissions, to protect other users or third parties, or for any other good cause. (xvi) If the number purchased by the Customer is found to be involved in any fraudulent activities, then services will be barred without any prior notice.
3. Customer agrees that we may terminate this Agreement, without cause, by providing Customer an advance notice of 30 (Thirty) days.
4. On termination of this Agreement for any reason, any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, will not be affected or prejudiced (including but not limited to our right to be paid for the use of our Services).
5. Upon termination of the services or agreement, Acefone may immediately deactivate or delete any service account and all related information and files in said account and bar any further access to such files, information, or the services. Acefone shall not be liable to Customer or any third party for any reason for terminating any use or access to the service.

Notwithstanding anything else contained in this Agreement, Customer agrees that clauses (Customer's Representations and Warranties), (Intellectual Property Rights), (Confidentiality Obligations), (Limitation of Liability), (Indemnity Obligations), (Warranty), (Governing Law) and (Dispute Resolution) and such other clauses which by their nature and context are intended to remain binding post the termination of the Agreement, will survive and remain in effect even after the Agreement is terminated.

This Agreement and its schedules constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Customer understands and agrees that Acefone is operated in India and will be deemed to be solely based in India. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the laws of India, without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply.

All or any dispute arising out of or touching upon or in relation to the terms of this Agreement or its termination, including the interpretation and validity thereof and the respective rights and obligations of the parties shall be settled amicably by mutual discussion, failing which the same shall be settled through arbitration. The arbitration proceedings shall be governed by the Arbitration & Conciliation Act, 1996, or any statutory amendments, modifications or re-enactment thereof for the time being in force. A Sole Arbitrator, who shall be nominated by Acefone, shall hold the arbitration proceedings. The Courts at Delhi shall, to the specific exclusion of all other courts, alone have the exclusive jurisdiction in all matters arising out of/or concerning this Agreement, regardless of the place of execution or subject matter of this Agreement.

Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by a party, by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, each party will have the right to assign this Agreement to any successor to substantially all of its business or assets, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, administrators, successors and permitted assigns.

If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, if required, the parties will negotiate in good faith to modify this Agreement to affect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party as the agent, franchisor, franchisee, employee, representative, owner or partner of the other party, or authorize any party to make or enter into any commitments for or on behalf of any other party, and the relationship between the parties will only be that of independent contractors.

All notices, requests, demands and other communications which are required or may be given under this Agreement will be in writing and will be deemed to have been duly given: when received, if personally delivered and an acknowledgment in writing is obtained; when transmitted, if transmitted by e-mail; upon receipt of acknowledgement, if sent by registered post with acknowledgement due. In each case, notice will be sent to the respective addresses of the parties set forth below. Any change in the address of a party should be notified to the other party in a manner set out under this clause 24.

Any notice or other communication given to a party under or in connection with this Agreement will be addressed to:
If to Acefone- [email protected]
If to the customer- their registered email id as specified in the Company Info Page.

Acefone may amend this Agreement (including any policies, such as the Privacy Policy that are incorporated into this Agreement) at any time. We will keep Customer informed of the said amendment becoming effective.

No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy under this Agreement will operate as a waiver thereof or effect any other right or remedy. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

Except for the obligation related to payment of Charges, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, government actions, war, civil disturbance, insurrection, sabotage, shortage of energy, or equipment, disruption of communication network/(s) or cloud storage facilities (hereinafter referred to as the "Force Majeure Event"). Provided however, that if a Force Majeure Event occurs, the affected party will, as soon as practicable:

1. notify the other party of the happening of the Force Majeure Event and its impact on the performance of the obligations of the affected party under this Agreement; and
2. use all reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

The Contract begins on the date Acefone communicates its acceptance of the MSA for the Service and continues until ended by the Customer or Acefone in accordance with this Contract.

After the Minimum Period the Contract will automatically renew for a period of twelve months at every Contract anniversary unless terminated by Customer or Acefone 1 full calendar month before the Contract anniversary date (falling on or after the end of the Minimum Period) unless ended as set out in clause 7 of this Contract.

The Service commences on the Service Start Date.

Where Acefone sells equipment to the Customer, the terms of this Contract will also apply in relation to that sale of equipment and title shall only pass to the Customer once payment in full has been received by Acefone. In the meantime the Customer is fully responsible for the safe keeping, maintenance and insurance of that Acefone Equipment.

Where Acefone provides equipment to the Customer for use during the Contract the Customer is fully responsible for the safe keeping, maintenance and insurance of that Acefone Equipment.

The Customer agrees that Acefone shall always have a right of access to the Customer Site to inspect and maintain or remove the Acefone Equipment.

The Customer shall (a) notify Acefone immediately in writing in the event of any loss or damage to any Acefone Equipment, (b) pay all insurance proceeds in connection therewith to Acefone forthwith on receipt, and (c) in any event hold any such sums on trust for the benefit of Acefone absolutely.

Site Preparation, Access and Installation

The Customer agrees to prepare the Site according to any instructions Acefone may give and to provide Acefone with reasonable access to the Site for the purposes of the Contract. The Customer agrees to provide at its expense a suitable place and conditions for Acefone Equipment and, where required, continuous mains electricity supply, Internet and other services connections and environmental conditions as specified by Acefone.

The Customer will obtain any permission needed for Acefone to put Acefone Equipment on the Site or to configure the Acefone equipment remotely if possible.

The Customer and Acefone will meet each other's reasonable safety and security requirements when on the Site. The Customer and Acefone agree to look after each other's equipment on the Site. If the Customer or Acefone damages the other's equipment it must pay for any repair or replacement needed. This does not apply where the damage results from normal use.

Acefone will try to provide the Service by the date agreed with the Customer, but all dates should be considered as estimates as often they are based on information provided to Acefone by third parties.

The Customer will be responsible for making the Site good, after any work has been undertaken by Acefone at the Site, including putting items back and for re-decorating.

The Customer will not permit or make without limitation any attempt to disassemble, deconstruct, break down, hack or otherwise interfere with any Acefone Equipment.

For the avoidance of doubt only those services recorded in the MSA shall form part of this agreement. Acefone accept no liability for any service not specifically mentioned in the MSA. It is the Customers responsibility to ensure all details are correctly recorded on the MSA.

The Customer will ensure a suitable insurance policy is in place for the Acefone Equipment whilst on the Site.

Faults and Repair

Acefone will try to provide uninterrupted service, but the Customer understands and agrees that from time to time faults and/or Service interruptions may occur.

If the Customer reports a fault in the Service Acefone will repair the fault in accordance with the Service Level Agreement which is available on request. If Acefone agrees to work outside the hours specified in the Contract or if the Customer reports a fault and Acefone finds there is none or that the Customer has caused the fault, Acefone may apply a charge. This charge will be as detailed in the Service Schedule or if not detailed based on the time expended multiplied by £80 plus VAT per hour.

In the event the fault is caused by a third party either contracted to Acefone but not controlled by Acefone or contracted and controlled by another party, then Acefone will do everything it reasonably can to facilitate the repair of the fault but the Customer acknowledges this will be on a best endeavours basis and that Acefone cannot be held responsible for any delays caused by the third party.

Acefone Equipment Maintenance

Acefone will:

Provide routine maintenance and repair to the Acefone Equipment during Office Hours as required by the manufacturers guidelines;

Use our reasonable endeavours to respond to Customer service requests in accordance with the SLA provided that time shall not be of the essence as response times cannot be absolute due to location and unpredictable demand;

If requested in writing, to train up to two Customer employees to use the Acefone Equipment correctly;

So far as Acefone is reasonably able to supply and deliver consumables as requested by the Customer in writing. Acefone aims to deliver these within two days from written request;

Provided that:

The maintenance and repair does not apply to consumable parts, the provision of which shall be subject to availability,

If a service call identifies that the problem is as a result of lack of maintenance and cleaning on the Customer's part, the Acefone Equipment being physically moved, improper use or damage resulting from attempts by persons other than Acefone or its representatives the Customer will be charged for the call out,

If the Customer requests a service call out and no fault is found or if it relates to routine operation of the Acefone Equipment the Customer will be charged for the call out.

On expiry of the warranty applicable to the Acefone Equipment or any part of the Acefone Equipment, Acefone will charge the Customer for the cost of all parts and labour used in maintaining and or servicing the Acefone Equipment.

Regulations and use of the service

Any Customer Equipment must be: technically compatible with the Service and not harm Acefone's network, third party network or another customer's equipment; connected using the applicable Acefone network termination point or other Acefone approved process, and used in compliance with any relevant Acefone instructions, standards or Applicable Laws; and adequately protected by the Customer against viruses and other breaches of security.

Proper use

The Service must not be used: in any way that is unlawful or in contravention of any licence, code of practice, instructions or guidelines issued by a regulatory Authority, third person's rights or Acefone's Acceptable Use Policy located on their website or to send, communicate, knowingly receive, upload, download or use any material or make any calls that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive; or to establish, install, operate or use a Gateway; or to participate in any other activity or conduct which may result in Artificially Inflated Traffic; or in any way Acefone considers is or is likely to be detrimental to the provision of the Service to the Customer or service to any of Acefone's other customers.

The Customer will comply with Acefone's reasonable instructions regarding health, security, safety or the quality of the Service.

Security

The Customer is responsible for the proper use of User Security Details, if any, and must take all necessary steps to ensure they are kept confidential, secure and not made available to unauthorised persons in accordance with Acefone's Password Policy located on their website.

If the Customer believes that any User Security Details are or are likely to be used in an unauthorised way, the Customer must inform Acefone immediately.

Acefone does not guarantee the security of the Service against unauthorised or unlawful access or use. If Acefone believes there is or is likely to be a breach of security or misuse of the Service Acefone may: change and/or suspend the User Security Details (and notify the Customer that it has done this); or require the Customer to change the User Security Details.

Internet Access

Where the Service requires access to the internet the Customer understands and agrees that the use of the internet is at the Customer's own risk.

Operations

Occasionally Acefone may: change the way Acefone provides the Service, provided that any change to the way Acefone provides the Service does not significantly affect the performance or functionality of the Service; or interrupt or suspend Service, without prior notice: to comply with an order, instruction or request of any governmental body, an emergency services organisation, or any Authority; if the ability of Acefone and/or a third party to connect to any Customer or Acefone Equipment, or any third-party services, network or software is withdrawn or compromised for any reason; if the Customer is in breach of these Conditions, e.g. payment default; where it reasonably believes the Customer is in breach of clause 4.2.2 and 4.2.3; if Acefone has a right to terminate this Contract in accordance with clause 7; or where a third party suspends, limits or interrupts the Services (in whole or in part) as a result of the acts or omissions of the Customer; or as otherwise set out in any relevant Service Schedule; following, where reasonably practicable, prior notice to make any change, modification, enhancement, replacement of or additions to any Services in accordance with clause 6; and following, where reasonably practicable, prior notice, to undertake planned maintenance or testing.

If this happens Acefone will restore the Service as quickly as possible.

Any period during which the Services are suspended, interrupted or limited in accordance with clause 4.8 or 4.9 shall not be taken into account in the calculation of any Service's compliance with any applicable Service level Agreement.

Acefone shall be entitled, by giving the Customer such advance notice as is reasonably practicable, to: change, modify, enhance, replace or make additions to any of the Services (or any part of them) in any way whatsoever as Acefone sees fit in its absolute discretion for any reason at any time; and alter the way in which any Services are delivered.

Telephone Numbers

The Customer can transfer numbers to Acefone to use with the Service or acquire numbers from Acefone to use with the Service. However, if the Customer wants to transfer numbers to a new service provider at any time then £5 per number will be payable by the Customer prior to the transfer process commencing. Thereafter Acefone will promptly deal with the number transfer request.

Given the limitations of the Acefone network some country specific telephone numbers will not provide access to certain in country local facilities like emergency services, Freephone numbers, non-geographic numbers and the like. In this instance Acefone would provide DDI numbers.

Indemnity

The Customer will indemnify Acefone against any claims or legal proceedings that are brought or threatened against Acefone by a third party because the Service is or has been used in breach of this Contract and Acefone will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.

Acefone will indemnify the Customer against any claims or legal proceedings that are brought or threatened against the Customer by a third party where the Service is or has been used in fully in accordance with this Contract and the Customer will notify Acefone of any such claims or proceedings and keep Acefone informed as to the progress of such claims or proceedings.

In relation to any claim referenced in 4.12 or 4.13, the receiving party will promptly notify the other party in writing and must not make any admission without the other parties' prior written consent. Both parties shall give the other all reasonable assistance in responding and dealing with any such claim.

Monitoring and Recording Calls

Acefone may monitor and record calls relating to customer services and telemarketing. Acefone does this for training purposes and to improve the quality of its customer services.

General

Charges for the Service are as detailed on the MSA and calculated using the details recorded by Acefone. Other charges that may apply are set out in the relevant Service Catalogue and/or Contract.

If not specifically itemised and costed separately on the MSA the usage (excluding inclusive usage charges), connection and any other non-recurring charges include any subscription, rental, and other recurring charges (including inclusive usage charges).

Acefone may at its sole discretion choose to finance all or part of this Contract by way of assigning and/or otherwise transferring (with or without notice) the benefit of its right, title and interest (in whole or in part) to receive Charges and/or other amounts to a third party funder and the Customer acknowledges that these finance arrangements are acceptable (the "Finance Agreement").

If Acefone choose to cover all or part of this Contract to the Customer under a Finance Agreement the Finance Agreement Charges are included in the Rental Charge and the following applies;

The Finance Agreement Rental Charge represents the following % of the total Rental Charge; ……………………………%

A schedule of items included in the Finance Agreement will be identified to the Customer prior to the Service Start Date.

The Initial Charge detailed on the MSA is payable to Acefone and is in addition to any other charge and is not refundable.

The Customer is responsible for and must pay the Charges for the Service whether the Service is used by the Customer or someone else with or without the permission of the Customer.

Acefone will send the invoices via email to the email address notified by the Customer to Acefone. Unless otherwise stated in the MSA, Acefone will send its first invoice shortly after payment of the Service, and then at monthly intervals. Sometimes Acefone may send the Customer an invoice at a different time.

The Customer will be liable for Charges for the Service from the Service Start Date, unless otherwise stated in the MSA. Time for payment for amounts due under this Contract shall be of the essence. The Customer shall pay Charges and all other amounts due in full on the due date in cleared funds without set off, deduction, withholding and/or counterclaim on any grounds whatsoever.

Unless otherwise stated in the MSA the Customer agrees to pay:

The subscription, rental, and other recurring charges within 10 days of receipt of the invoice (including inclusive usage charges); and

in arrears for usage (excluding inclusive usage charges), connection and any other non-recurring charges. Where possible these charges will appear on the Customer's next invoice but sometimes there may be a delay.

All Charges are exclusive of VAT which is chargeable at the applicable rate, unless otherwise provided in the MSA.

As part of its credit management procedures, Acefone may at any time: carry out a credit vet of the Customer. The Customer agrees to provide Acefone with any information Acefone may reasonably require for this; and require the Customer to pay a deposit or provide a guarantee as security for payment of future invoices by the means requested by Acefone; and/or require the Customer to agree to a payment plan determined by Acefone that in Acefone's sole opinion will cover their estimate of the Customers monthly charges for utilising the Services ("Monthly Payment Plan").

Payment is due on the date specified on the invoice, which is normally 10 days from the date of the invoice unless otherwise stated in the MSA and any credits raised by Acefone will be applied directly to the Customer's account.

The Customer must pay all charges by Direct Debit or Monthly Payment Plan or through Credit/Debit Card, unless otherwise advised by Acefone.

Payments made other than by Direct Debit or Monthly Payment Plan or Credit/Debit Card will be collected by Acefone but Acefone will levy an additional 3% payment processing fee onto the invoice.

Where Acefone has agreed that the Service can be included within a standard Acefone pricing package or scheme, the Customer agrees that while the Service is included within the pricing package or scheme the charges specified in the MSA may be amended by the terms of the pricing package or scheme. Upon termination of the pricing package or scheme, the charges will revert to those specified in the MSA.

Acefone shall invoice the Customer for the Services as detailed on the MSA. This may include a non-refundable deposit if detailed.

Disputed Invoices

If the Customer disputes any charge on an invoice the Customer will notify Acefone in writing within 10 days of the date of the invoice with all relevant information.

Any disputes will be resolved promptly.

Any dispute received after a three (3) month period has elapsed will be processed at Acefone's sole discretion.

Late Payment

If Acefone does not receive payment by the due date, ACEFONE may charge the Customer: a late payment charge of £80; and/or daily interest on late payments at a per annum rate equal to 4% above the base lending rate of the European Central Bank for the period beginning on the date on which payment is due and ending on the date on which payment is made (before and after judgment).

If the Customer does not pay an invoice, Acefone may instruct a debt collection agency to collect payment (including any interest and/or late payment charges) on its behalf. If Acefone instructs an agency, the Customer must pay Acefone an additional sum. This will not exceed the reasonable costs Acefone has to pay to the agency, who will add the sum to the Customer's outstanding debt on Acefone's behalf.

If any sum owed by the Customer to Acefone under the Contract or any contract with Acefone is not paid by the due date, Acefone may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with Acefone.

Additionally, if any sum owed by the Customer to Acefone under the Contract or any contract with Acefone is not paid by the due date, Acefone may suspend the service by giving minimum 24 hours' notice on the registered email address mentioned on the MSA. Only when all outstanding payments have been paid to Acefone would the Services be recommenced. The Customer will continue to pay the Charges during any period of suspension.

Fraud Prevention

Acefone may check the Customer's details with a fraud prevention agency. If the Customer provides information that Acefone reasonably believes to be false or incorrect and Acefone suspects fraud, Acefone may record this information with a fraud prevention agency. Acefone and other organisations may use and search this information.

If the Service requires passwords and usernames to access the Service or control the Service, it is the responsibility of the Customer to manage this security. Acefone shall not be responsible for any security breaches in this regard nor shall it be liable for any costs that result from such a security breach.

Acefone shall be entitled to change the Contract at any time to comply with Applicable Law or the direction or instructions of any Authority and will publish any change in line with clause 6.2. However, and if applicable, increases in the agreed charges to accommodate increased supplier and other operational costs shall only be applied on or after each anniversary of the Service Start Date.

Unless otherwise stated in the Contract, Acefone will publish any changes to the Contract (including the Charges) on their website and/or on the Customer invoice and/or in accordance with clause 10.14 and/or by following the Acefone Change Control Process (available on request), as follows: for changes that are to the Customer's detriment (this includes any increases to the Charges or changes that require the Customer to make any changes to how the Service is used), at least 14 days before the change is to take effect; and for all other changes at least one day before the change is to take effect.

The Customer may cancel the Contract or the Service at any time prior to the Service Start Date however an Early Cancellation Charge may apply;

In the event the cancellation is received within 7 days from the date of signing the MSA there will be no Early Cancellation Charge. However, if the Contract is subject to a Finance Agreement this limit is extended to 14 days.

In the event the cancellation is received after the deadline set in 7.1.1 but before the Service Start Date the Customer shall pay Acefone an Early Cancellation Charge of 50% of the total value of the Contract, being 50% of the total value of the Rental Charges on the MSA, plus 50% of the estimated usage charges on the MSA, multiplied by the remaining element of the Minimum Period, provided that clauses 7.1.1 and 7.1.2 shall not apply in respect of any part of the Contract (including any Acefone Equipment, Software and/or Services and/or any Rental Charges in connection therewith) which are the subject of a Finance Agreement ("Financed Items") (which Financed Items shall be governed by clause 7.7).

The Contract or the Service after the Service Start Date may be terminated by either party on not less than thirty (30) days written notice to the other; however Early Termination Charge may apply in accordance with clause 7.3.

If the Customer or Acefone ends the Contract or the Service during the Minimum Period the Customer will pay Acefone an Early Termination Charge of 100% of the total value of the Contract, being 100% of the total value of the Rental Charges on the MSA, plus 80% of the estimated usage charges on the MSA or based on the average of the last 3 full usage months prior to notice being received from the customer, whichever is the lesser, the total of which shall be multiplied by the remaining element of the Minimum Period, provided that this clause 7.3 shall not apply in respect of Financed Items (which shall be governed by clause 7.7). Without prejudice to clause 7.7, this clause 7.3 will not apply if: the Customer ends the Contract or Service during the Minimum Period because Acefone is in material breach of this Contract and Acefone acknowledges that this breach cannot be rectified; or the Customer gives notice to end the Contract within one (1) month of Acefone notifying the Customer of a major (over 30%) increase to the charges or major ( as defined by Acefone) changes to the Conditions in either case to the Customer's significant detriment; or

Acefone ends the Contract or the Service during the Minimum Period for convenience; or the Contract ends because either clause 9.6 or 10.3 applies.

The Customer may also end this Contract by way of notice in writing if:

Acefone materially breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within 30 days of being asked by the Customer to do so; or

Insolvency proceedings are brought against Acefone or Acefone makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of Acefone's assets or Acefone goes into liquidation or a corresponding event under any jurisdiction.

For the avoidance of doubt, in the event that the Customer terminates the Contract for any reason under any of clauses 7.3.1, 7.3.2, 7.3.3, 7.3.4, 7.4.1 and/or 7.4.2 and the Contract included Financed Items then such termination shall be without prejudice to the operation of clause 7.7 and the Customer retains its liability to pay the amounts referred to in clause 7.7 in respect of all such Financed Items.

Acefone may suspend the Service or end the Contract, or both, at any time without notice and apply the Early Termination Charge and/or require payment of the amounts referred to in clause 7.7 if: the Customer breaches the Contract or any other contract that the Customer has with Acefone and, if the breach is capable of remedy, fails to put right the breach within a reasonable time (not exceeding 30 days) of being asked by Acefone to do so. In this clause breach includes the Customer planning to or commencing to move the all or part of the Service to an alternative supplier without providing Acefone any notice of the change ; or

Acefone reasonably believes that the Service is being used in a way forbidden by clauses 4.1–4.6 and/or 4.8.2. This applies even if the Customer is unaware that the Service is being used in such a way; or bankruptcy or insolvency proceedings are brought against the Customer or the Customer does not make any payment under a judgement of a Court on time or the Customer makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of the Customer's assets or the Customer goes into liquidation or a corresponding event under any jurisdiction.

If the Contract ends Acefone will refund any money owed to the Customer after first deducting any money due to Acefone under this Contract or any other contract that Acefone has with the Customer.

On any early termination of the hiring of any Financed Items for any reason whatsoever the Customer shall in respect of each such Financed Item: pay to Acefone a sum equal to all arrears of Rental Charges and other payments and interest, plus (as liquidated damages for Acefone's losses) a sum equal to all the Rental Charges that the Customer would have paid had the Contract continued for the Minimum Period less a discount from the date of termination to the date each of the Rental Charges would otherwise have fallen due at a rate of 2% per annum; pay all Acefone costs in repossessing, repairing and selling the Finance Items and administration of the termination; and comply with the Customer's obligations to return all Financed Items and compensate Acefone for any losses and/or failure to comply with such obligations. In particular, in the event Acefone need to attend the Site and remove and/or collect the Acefone Equipment the cost of this removal will be chargeable to the Customer. If the Acefone Equipment is not usable and in good working order and condition, free from any defects and without the need for repair or refurbishment, fair, wear and tear excluded, the Customer agrees to compensate Acefone for the unrecovered investment (if any) in the residual value of the Acefone Equipment.

Acefone accepts liability as set out in the Contract.

Neither the Customer nor Acefone excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by Applicable Law.

Unless otherwise expressly stated in the Contract neither the Customer nor Acefone shall be liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for any direct or indirect or consequential loss of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, business interruption or for any other direct or indirect or consequential loss or punitive damages which may arise in relation to the Contract whether or not the Customer or Acefone was advised in advance of the possibility of such loss or damage.

Subject to clauses 8.2, and 8.3, the Customer and Acefone accept liability to the other in contract, tort (including negligence) breach of statutory duty or otherwise for direct loss limited to £250,000 for any event or series of events in each Contract year. For the avoidance of doubt, this cap does not include any Early Cancellation or Termination Charges payable by the Customer and/or any amounts under clause 7.7.

Clause 8.4 will not apply to any obligation to pay Charges or to clauses 4.12, 4.13 and 9.5

Each part of this clause operates separately. If any part of a clause is held by a Court to be unreasonable or inapplicable the rest of the clause shall continue to apply.

The Customer is responsible for reviewing whether the Customer should enter into a business continuity insurance contract.

Any Service Credits paid or credited to the Customer shall be taken into account for the purposes of calculating the limit of Acefone's liability.

Subject to clause 8.2, Acefone shall not in any circumstances be liable for: any claims made or alleged by a third party against the Customer as a result of the Customer's failure to comply with its obligations under this Contract; any failure, non-provision or delay in the provision of the Services which: can be reasonably attributed to the acts or omissions of the Customer, its employees or agents or the interoperability of the Customer's or any Customer products or applications with the Services; or occurs during any period of maintenance which is notified in accordance with the procedures as set out in the relevant Service Schedule; any unavailability of the Services that is due in whole or in part to the failure of any Customer Equipment, or any third-party services, network or software; and any claims made or alleged by third parties against the Customer that result from fraudulent use of the Services.

Intellectual Property

The Customer agrees and acknowledges that all Intellectual Property Rights and other rights in the Services and the trademarks shall remain the property of Acefone or its licensors.

Acefone grants the Customer a non-exclusive, royalty free licence to use such Intellectual Property Rights in the Services as is necessary solely for the purposes of utilising the Services as permitted under this Contract.

Any use by the Customer of the Trademarks or the company name, company domain or domain name or any photograph or representation of any building of Acefone or a Acefone third party must be approved in writing by Acefone prior to its intended use, except to the extent permitted by Applicable Law.

The Customer shall immediately notify Acefone if it becomes aware of any unauthorised use of the Services or any Intellectual Property Rights in the Services or the trademarks. The Customer shall provide Acefone with all assistance reasonably requested to assist in taking all steps to maintain or defend such Intellectual Property Rights and trademarks.

To the extent Acefone reasonably requires a licence to use any Intellectual Property Rights owned or used by the Customer to perform its obligations or exercise its rights under this Contract the Customer grants Acefone a non-exclusive, royalty-free licence to use, operate, copy and modify such Intellectual Property Rights, solely for the purposes of performing its obligations and exercising its rights under this Contract.

If the Service becomes, or Acefone believes it is likely to become, the subject of a claim of infringement of any Intellectual Property Rights Acefone, at its option and expense, may secure for the Customer a right of continued use or modify or replace the Service so that it is no longer infringing, provided that the modification or replacement does not materially affect the performance of the Service. If none of the remedies in this clause is available to Acefone on reasonable terms, Acefone may notify the Customer and terminate the Service without liability to the Customer.

Confidentiality

Except to the extent any disclosure is required by Applicable Law and as set out in clause 9.9 Acefone and the Customer will keep in confidence any information, whether written or oral, of a confidential nature obtained under or in connection with the Contract. The Customer and Acefone will not, without the consent of the other, disclose such information to any person other than: their Group Company employees or professional advisers who need the information in order for the Customer or Acefone to fulfil its obligations under the Contract; or in the case of the Customer, its Users to the extent that they are required to use or access the Service; or in the case of Acefone, the employees or professional advisers of its suppliers who need the information in order for Acefone to fulfil its obligations under the Contract.

Information Acefone holds about the Customer may be used for fraud prevention and credit vetting purposes and this may include Acefone sharing such information with third party companies including other communication companies.

Information will not be treated as confidential if it is: in the public domain other than in breach of the Contract; or lawfully in the possession of the Customer or Acefone before disclosure has taken place; or obtained from a third person who is free to disclose it; or replicated independently by someone without access or knowledge of the Information.

Where the Freedom of Information Act 2000 applies to the Customer and the Customer receives a request under the Act that includes any information held by the Customer that was provided by Acefone in connection with the Contract the Customer will: notify Acefone immediately of the request; and give Acefone at least five Working Days to make representations.

Data Protection

For the purposes of clause 9.11 – 9.17 "data controller", "data processor", "personal data" and "process" shall have the same meanings as within the Data Protection Act 1998 or the equivalent in any successive legislation or regulation.

The Parties agree that they will comply with all Applicable Law in relation to data protection, including the Data Protection Act 1998.

To the extent that either Party processes personal data on behalf of the other, the processing Party shall: use any such personal data solely for the purpose of performing its obligations under this MSA; process the same only in accordance with the other's instructions including by correcting, suppressing, deleting or blocking such personal data from further processing and/or use, if requested by the other Party; take appropriate technical and organisational measures to prevent unauthorised or unlawful processing or, accidental loss or destruction of or damage to such personal data; provide the other Party from time to time such personal data in its possession as the other Party may require within five (5) Working Days, including information as to any specific individual Customer to whom the personal data relates; and

Each Party shall inform the other Party promptly in the event of any unauthorised or unlawful processing of personal data. In the event of any such accidental loss, destruction or damage to personal data, such Party shall: (i) provide the other Party with an explanation as to the cause of the breach and its proposals to remedy such unauthorised or accidental event; and (ii) take all reasonable steps necessary to remedy the breach and to minimise the likelihood of future breach.

In the event that a Party receives a subject access request from an individual about whom the other Party holds personal data for the purpose of fulfilling its obligations under this Contract, the receiving party shall promptly forward such request to the other Party.

The Parties acknowledge that Customer details are, as between Acefone and the Customer the property of the Customer and the Customer shall comply with all past, present and future laws relating to data retention. Subject to clause 9.17, Acefone shall not store, copy, disclose or use such details except as necessary for the performance by Acefone of its obligations and exercise of its rights under this Contract and for compliance with Applicable Law.

Where agreed, the Parties may share Customer details for marketing purposes and the Customer shall be responsible for obtaining all necessary Customer consents. Where agreed, Acefone may share such personal data with its third parties.

Matters Beyond Reasonable Control

If the Customer or Acefone is unable to perform, or is delayed in performing, any obligation under the Contract because of something beyond its reasonable control including act of God, lightning, flood, exceptionally severe weather, epidemic, pandemic, fire, explosion, war, civil disorder, industrial disputes or acts or omissions of local or central government or other competent authorities, or beyond the reasonable control of its suppliers or other third parties("Force Majeure") , it will have no liability to the other for that failure or delay in performing.

Acefone will not be liable for failure to or delay in supplying the Service if: another supplier delays or refuses the supply of an electronic communications service to Acefone and no alternative service is available at reasonable cost; or legal or regulatory restrictions are imposed that prevent Acefone from supplying the Service.

If any of the events detailed in clauses 10.1 or 10.2 continue for more than three months the Customer or Acefone may terminate the Contract in whole or part by written notice to the other.

Escalation and Dispute Resolution

Acefone will try to work through any dispute that the Customer may have with Acefone in accordance with the details set out in Acefone's relevant Service Level Agreement located on their website or available on request. If this does not resolve the dispute, then clause 10.5 applies.

If a dispute arises out of or in connection with this Contract for the performance, validity or enforceability of it ("Dispute") then the Parties shall follow the procedure set out in this clause 10.5: either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, senior managers of the Parties shall meet and attempt in good faith to resolve the Dispute; if the senior managers of the Parties are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to directors of the Parties who shall meet and attempt in good faith to resolve it; and if the directors of the Parties are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them then the Parties shall have no further obligation to follow this dispute resolution procedure.

Notwithstanding anything in this agreement (in particular clause 10.5), either party may initiate any legal action (including issuing proceedings) at any time without first complying with the procedure set out in Clauses 10.5.1, 10.5.2 and 10.5.3.

Transfer of Rights and Obligations

Acefone may assign, delegate, license, hold on trust or sub-Contract all or any part of its rights or obligations under this Contract.

This Contract is personal to the Customer who may not assign, delegate, license, hold on trust or sub-Contract all or any of its rights or obligations under this Contract.

Acefone and its Affiliates and assignees may enforce the terms of this Contract subject to and in accordance with this clause 10.9, this Contract and the Contracts (Rights of Third Parties) Act 1999 ("Act").

A person who is not the Customer (including an employee, the officer, agent, representative or subcontractor of the Customer) has no right under Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy that exists or is available apart from that Act.

Severability

If any term of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed and the remaining terms will continue in full force as if the Contract had been made without the invalid, illegal or unenforceable terms.

Survival

Clauses 5.14, 9.8, 9.9 and 9.11 will survive the termination or expiry of this Contract for two years. Any provisions of this agreement which are expressed to and/or intended to survive any termination or expiry of this Contract (howsoever caused) shall survive any such termination and/or expiry of this Contract (howsoever caused). Without prejudice to the generality of the foregoing, clause 7 (in particular clause 7.7) shall survive any termination and/or expiry of this Contract, howsoever caused.

Entire Agreement

The Contract contains the entire agreement between the Customer and Acefone and replaces all previous written or oral agreements relating to its content.

The Customer and Acefone agree that: they have not been induced to enter into the Contract by, nor have they relied on, any statement, representation, warranty or other assurance not expressly incorporated; and in connection with the Contract their only rights and remedies in relation to any statement, representation, warranty or other assurance are for breach of the Contract and that all other rights and remedies are excluded.

The terms of clauses 10.10 and 10.11 will not affect the rights or remedies of the Customer and Acefone for any fraudulent misrepresentation.

Waiver

A failure or delay by the Customer or Acefone to exercise any right or act upon a breach under the Contract will not be a waiver of that right or breach. If the Customer or Acefone waives a right or breach of the Contract, that waiver is limited to the particular right or breach.

Notices

Notices given under the Contract must be in writing and delivered to the following addresses unless otherwise stated in the Contract: to Acefone at the address shown on the invoice or any email address which Acefone provides to the Customer for this purpose; or to the Customer at any one or more of the following: the registered email address to which the Customer asks Acefone to send invoices or the address of the Site or if the Customer is a limited company, its registered office.

This clause does not apply to notices given under clauses 2.1 and 6.1.

The Customer must inform Acefone immediately if there is any change to any of the contact information the Customer provided to Acefone.

Law and Jurisdiction

The Contract is governed by the law of England and Wales and is subject to the non-exclusive jurisdiction of the English courts.

Customer's Instructions

Acefone may take instructions from a person whom it thinks, with good reason, is acting with the Customer's permission.

Ofcom

Where there is a current or future conflict between any Ofcom, or other similar Authority, rules/guides the Customer agrees that these Conditions take precedent.

Acefone or any of Acefone's group companies and partners can use customer brand names, logos, and testimonials for marketing/promotion-related activities.

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