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Terms of Service

1. DEFINITIONS AND INTERPRETATION

1.1. In this agreement the following terms and phrases shall have the following meaning, unless the context otherwise requires:

“Agreement” shall mean, as between the Converso Signatory and Client Signatory, these Terms and Conditions, and, as between Converso and Client for a Service, the relevant Service Order(s) incorporating the terms of these Terms and Conditions.

“Business Day” shall mean, in respect of a Service, every day excluding Saturdays, Sundays and any national holidays in the jurisdiction where the Service is provided.

“Call” shall mean any conveyance of data or voice by the Network

“Call Charges” shall mean the charges for each Call calculated by multiplying the relevant Call Length of that call by the relevant Rate.

“Call Length” shall mean the length of a Call as evidenced by the CDRs, and shall be billed in one (1) second increments, provided that any Call which is not an exact multiple of 1 second shall be rounded up to the nearest second;

“Charges” shall mean Call Charges/Usage Charges and/or Installation Charge/Start Up Charge and/or Rental Charges/Monthly Fees and any other charges or fees payable by the Client to Converso in respect of a Service, as set out or referred to in a Service Order and revised from time to time in accordance with Clause 4.3 and/or Clause 4.10 and/or Clause 4.14.1.

“CDRs” shall mean the call data records generated by Converso.

“Confidential Information” shall mean all information (in whatever format) which: (i) relates to the Agreement; (ii) is designated as confidential by either Party; or (iii) relates to the business, affairs, networks, products, developments, trade secrets, know-how and personnel of either Party (including, in the case of the Client, Client Data) and which may reasonably be regarded as the confidential information of the disclosing Party.

“Emergency Works” means works, the execution of which, at the time it is proposed to execute them, is required to put an end to, or prevent, the arising of circumstances then existing or imminent that are likely to cause: (i) danger to persons or property; (ii) the interruption of any service provided by the Network or the network generated by a third party; (iii) substantial loss to Converso or any third party; and such other works as in all the circumstances it is reasonable to execute with those works.

“Force Majeure Event” shall mean any cause beyond a Party’s reasonable control affecting the performance of its obligations, including, but not limited to, fire, flood, explosion, accident, war, acts of terrorism, strike, embargo, governmental requirement, civil or military authority, Act of God, changes to laws or regulations, inability to secure materials or services, industrial disputes and acts or omissions of other providers of telecommunications services.

“Converso” shall mean, in respect of a Service, the Converso Signatory or Converso Affiliate providing the Service under the Service Order.

“Converso Affiliate” shall mean any entity or person controlled by, controlling, or under common control with Converso, including, if different, the Converso Signatory.

“Installation Charge”
or “Set Up Charge” shall mean the one time charge for installation of a Service payable in accordance with Clause 4.

“Internet” shall mean the international interconnected network of networks using the TCP/IP protocol to exchange data communications.

“IP Network” shall mean the points of presence, network hubs, and host computers owned, operated or used by Converso or Converso Affiliate in connection with the provision of a Connectivity Service.

Network” shall mean the Telecommunications Network and the IP Network.

“Party” shall mean, in respect of a Service, each of Converso and the Client, and “Parties” shall be construed accordingly.

Rates” shall mean Converso’s rates for Calls, and “Rate” shall be construed accordingly.

Ready for Service Notification” shall mean a notification that may be provided in accordance with Clause 3.1 that, with respect to Converso obligations hereunder, the Service is ready for use.

“Rental Charge” or “Monthly Fee” shall mean the monthly rental charge for a Service payable in accordance with Clause 4.

“Client” shall mean, for a Service, jointly and severally, the Client Signatory and the Client Affiliate that delivers a signed Service Order to Converso pursuant to Clause 2.1.

“Client Affiliate” shall mean: (i) any entity or person wholly owned, whether directly or indirectly, by the Client Signatory as at the date of this Agreement; or (ii) any other entity or person as agreed by the Parties from time to time.

“Client Data” shall include, but not be limited to, data transmissions (including the originating and destination numbers and IP addresses, date, time and duration of voice or data transmissions, and other data necessary for the establishment, billing or maintenance of the transmission), data containing personal and/or private information of the Client, its employees or authorised users of the Services, and other data provided to or obtained by Converso, Converso Affiliates and their respective agents in connection with the provision of Services. “Regulated Client Data” is that Client Data whose use, processing or transfer is regulated by law or regulation as “personal data” where Converso, its Converso Affiliates or their respective agents come into possession of such Client Data.

“Client Site” shall mean a site or sites specified in a Service Order and/or any third party termination point, at which a Service is to be provided.  

“Service”
shall mean the specific telecommunications service provided by Converso to the Client, and as may be further described in the relevant Service Order.

“Service Activation Date” or “Acceptance Date” shall mean, in relation to a Service, the date a Client accepts or is deemed to accept a Service in accordance with Clause 3.2.

“Service Order”
shall mean a request for a specific Service delivered by the Client to Converso and accepted by Converso in accordance with Clauses 2.1 and 2.2.

“Service Term” in relation to a Service, shall mean the total period for which the Service is provided pursuant to a Service Order. The “Initial Service Term” shall mean the (initial) service term from the Service Activation Date or Acceptance Date as stated on the Service Order or, if not stated, one day from the Service Activation Date or Acceptance Date.

“Support” shall mean the first line and other support obligations set out pursuant to Clause 8.8 that the Client shall assume in respect of the Services being resold to its clients.

“Telecommunications Network”
shall mean the telecommunication system(s)   that are owned, operated or used by Converso or an Converso Affiliate from time to time.

“Usage Charges” shall mean the usage-based charges for Connectivity Services payable in accordance with Clause 4.

1.2. Unless the context otherwise requires, in this Agreement, a reference to:
1.2.1. a person includes a reference to a body corporate, association or partnership;
1.2.2. a person includes a reference to that person’s legal personal representatives, successors and permitted assigns
1.2.3. any statute or statutory provision includes references to that statute or provision as amended, modified or re-enacted; and
1.2.4. a document is a reference to that document as supplemented or varied from time to time.


2. SERVICE

2.1. The Client may from time to time deliver to Converso a Service Order on the terms of this Agreement. A Service Order shall be in such form as is notified to the Client from time to time by Converso and/or as Converso may in its sole discretion accept.

2.2. A Service Order shall be binding on both Parties only after it is accepted by Converso, such acceptance to include the carrying out to Converso’s satisfaction of appropriate credit checks against the Client. Each Service Order issued and accepted pursuant to the terms of this Agreement shall create an individual contractual relationship between the Parties to provide and receive the Service for the Service Term. That contractual relationship shall be governed by this Agreement, together with the relevant Service Order and any specific terms contained in such Service Orders, to which terms the Parties to such Service Order agree. In addition to these terms, the Services shall be subject to all mandatory legal requirements in the jurisdiction where the Service is to be provided, including but not limited to the regulatory and data protection requirements in the respective countries. In the event of any conflict between the terms of the Service Order and the terms of this Agreement, the terms of the Service Order shall take precedence.

2.3. Without releasing it from any of its obligations, Converso shall be entitled at any time, and without notice, to use Converso Affiliates and/or subcontractors to perform some or all of such obligations.

2.4. The terms and conditions of this Agreement and the Charges for a Service provided hereunder are agreed expressly on the condition that the Client shall not resell, charge, transfer or otherwise dispose of the Service (or any part thereof) to any third party.

2.5. Converso reserves the right from time to time to change the configuration of the Network, or to change any applicable access code for receipt of a Service, provided always that such change does not materially affect the relevant Service.  Converso shall use reasonable endeavours to give the Client a minimum of twenty-five (25) Business Days’ notice of any such changes to access codes.


3. SERVICE ACTIVATION

3.1. Prior to the provision of the Service, Converso shall conduct such tests as it considers to be appropriate to determine that all necessary work has been done to provide the Service to the Client and, upon successful completion of such tests, Converso shall use reasonable endeavours to deliver a Ready for Service Notification to the Client.

3.2. The Client shall be deemed to have accepted the Service either (i) upon the date of delivery of the relevant Ready for Service Notification or, (ii) if earlier, or where no Ready for Service Notification is received by the Client, upon the date the Client first uses the Service. Such date for a particular Service may be further described and defined in the relevant Service Order.

3.3. Following execution of this Agreement and the related Service Order, Converso shall register the Client on the Network as follows:
3.2.1. by registering the Client’s username/password combinations to permit software or one or more client devices to access the Network (each such combination, a “DUP”); and/or
3.3.2. by registering IP addresses supplied by Client to access the Network (each such IP address, a “CIPA”).

3.4. Converso shall not be required to terminate any Calls from any IP address that is not a CIPA, or from a username/password combination that is not a DUP.

3.5. Converso may terminate any Calls originating from any DUP and/or CIPA, and the Client shall pay to Converso the Call Charges for any and all such Calls, in accordance with the payment terms set out in clause 4 below. Client agrees to pay all such Call Charges, notwithstanding they arise out of or are related to fraudulent or otherwise unauthorised use (i) of any CIPA, DUP, client equipment or end user equipment; or (ii) by any end user.

3.6. The Client hereby agrees it has been notified and is bound by the Converso Client DUP/CIPA Policy, a copy of which is attached as Annex 1 to this Agreement.

3.7. The Client acknowledges and agrees that Converso has no obligation to monitor or actively seek facts or circumstances indicating any fraud, abuse or illegal activity.


4. CHARGES AND PAYMENT TERMS

4.1. The Client shall pay the Charges in accordance with this Clause 4.

4.2. Subject to the provisions of Clauses 4.3 and 4.10, the Charges shall not be increased during the Initial Service Term.

4.3. Converso shall be entitled to amend Call Charges/Usage Charges and/or Rental Charges/Monthly Fees on thirty (30) Business Days’ notice and, in the case of all Charges except Call Charges, such notice shall only take effect on or at any time after the expiry of the relevant Initial Service Term.

4.4. Call Charges and/or Usage Charges shall accrue from the date on which the Client commences use of the Service and may be invoiced by Converso monthly in arrears.

4.5. Installation Charges and/or Set Up Charges shall accrue on the relevant Service Activation Date or Acceptance Date and may be invoiced by Converso on or at any time thereafter.

4.6. Rental Charges and/or Monthly Fees shall accrue from the relevant Service Activation Date or Acceptance Date and may be invoiced by Converso monthly in advance. Service provided for part of a month will be charged on a pro-rata basis.

4.7. Any invoice for Charges shall be due on issue of the invoice and shall be paid by the Client within thirty (30) days of the date of the invoice.  Interest shall accrue on any overdue invoice from the due date until payment (whether before or after judgment) at the annual rate of two (2) percent above the base lending rate from time to time of the Royal Bank of Scotland plc.

4.8. All Charges or other sums which may from time to time be due, owing or incurred to Converso are stated exclusive of value added tax and any similar sales tax, levy or duty which shall be payable by the Client and invoiced by Converso at the then prevailing rate where the Service is provided.

4.9. The Client agrees to comply with any obligation as to minimum usage and/or minimum payment as may be set out in the relevant Service Order, except to any extent that any non-compliance in this respect is the direct result of Converso’ negligence or breach of this Agreement. The Client also agrees to comply with any Initial Service Term commitment. Any breach by the Client of its obligations under this Clause 4.10 shall, in addition to constituting a material breach of this Agreement, entitle Converso to:
4.9.1. in the case of a minimum usage or payment commitment, increase to no more than the then prevailing Converso base rate, the Charges for the relevant Service with effect from the commencement of the period to which the breach relates; or
4.9.2. in the case of early termination of a Service (or part of a Service) any time from acceptance of a Service Order by Converso to the expiry of the Initial Service Term, levy an early termination charge upon the Client (which the Client hereby acknowledges to be reasonable and a genuine pre-estimate of Converso’ loss) equal to: (i) 50% (fifty percent) of the remaining Rental Charges or Monthly Fees (not including any part relating to payment for local access circuits) payable by Client for the unexpired portion of the Initial Service Term; and (ii) any termination charges or other costs or expenses incurred by Converso or a Converso Affiliate for the cancellation of the local access circuits or related services or equipment provided to Converso in connection with the Service.
5. SERVICE PERFORMANCE

5.1. In performing its obligations under this Agreement, Converso shall at all times exercise the reasonable skill and care of a competent public telecommunications operator or a provider of Internet related services, as the case may be.

5.2. Converso shall use reasonable endeavours to ensure that each Service will conform to any service descriptions and/or service levels as set out, or referred to, in the applicable Service Order and/or any applicable ancillary service level agreement.

5.3. Except as expressly set out in this Agreement, all warranties, representations or agreements, with respect to the provision of a Service or otherwise, whether oral or in writing and whether express or implied, either by operation of law, statute or otherwise, are excluded to the extent permitted by law.

5.4. VoIP SERVICE IMPORTANT INFORMATION
5.4.1 The Service does not provide access to emergency services. The Client should use alternative landline or mobile services to access the emergency services.


6. SERVICE SUSPENSION

6.1. Converso may, at its sole discretion and without prejudice to any right which it may have to terminate a Service and/or this Agreement, elect to immediately suspend the provision of a Service (or part thereof) if:
6.1.1. Converso has reasonable grounds to consider it is entitled to terminate the Service and/or this Agreement pursuant to Clause 7;
6.1.2. Converso is obliged to comply with an order, instruction or request of a court, government agency, emergency service organisation or other administrative or regulatory authority;
6.1.3. Converso needs to carry out Emergency Works to the Network;
6.1.4. Converso is aware of or has reasonable grounds to suspect any abuse (including fraudulent use) of the Service or has reasonable grounds to consider that the Service is being used in breach  of Clause 8.5;
6.1.5. Converso has reasonable grounds to consider that the Client will not or is unable to make any payment which is due or is to fall due to Converso hereunder; or
6.1.6. Converso has reasonable grounds to consider that the Client is or has been involved or connected with criminal activity or other activity, which is or may be detrimental to Converso.
6.1.7. Client engages any activity which, in Converso’s reasonable opinion, is unlawful or may cause disruption or damage to the Network.

6.2. If Converso exercises its right to suspend the Service (or part thereof) pursuant to Clauses 6.1.2 or 6.1.3 it shall, whenever reasonably practicable, give prior notice of such suspension to the Client, such notice to state the grounds of such suspension and its expected duration. Converso shall in such circumstances use reasonable endeavours to resume the Service as soon as is practicable, provided that, Converso shall be under no obligation to resume provision of such Service unless and until it is satisfied the grounds for suspension no longer exist, and Client shall provide reasonable cooperation to Converso in establishing that such is the case.

6.3. Any exercise of Converso’s right of suspension shall not relieve the Client of its obligation to pay all amounts due under this Agreement or otherwise to comply with the provisions of this Agreement.


7. TERM AND TERMINATION

7.1. This Agreement shall take effect from the date first stated below, the date the first Service Order is accepted by Converso in accordance with Clause 2.2, or the date the Client first uses a Service whichever of these is earlier, and shall continue in force unless and until terminated in accordance with this Clause 7.

7.2. Either Party may terminate a Service:
7.2.1. on twenty-five (25) Business Days’ notice to take effect on or at any time after expiry of the relevant Initial Service Term, and, in the case of termination by the Client, such notice to be copied to the local Converso Client Services department;
7.2.2. immediately by notice if, in relation to that Service, the other Party has committed a material breach which is incapable of remedy;
7.2.3. immediately by notice if, in relation to that Service, the other Party has committed a material breach capable of remedy, but which it fails to remedy within ten (10) Business Days of having been notified of such breach; or
7.2.4. immediately by notice if, in relation to that Service, a Force Majeure Event subsists for a continuous period exceeding three (3) months.

7.3. Either the Converso Signatory or the Client Signatory may terminate this Agreement immediately upon notice:
7.3.1. in the event of a material breach by the other, which has application to all Services then provided under this Agreement, and which is incapable of remedy;
7.3.2. in the event of a material breach by the other, which has application to all Services then provided under this Agreement, and which is capable of remedy, but which such other fails to remedy within ten (10) Business Days of having been notified of such breach;
7.3.3. if the other has a receiver or an administrative receiver appointed over it or over any part of its undertaking or assets or passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the other becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business, or undergoes or is subject to any analogous acts or proceedings under any foreign law;
7.3.4. in the event of a Force Majeure Event, which has application to all Services then provided hereunder, and which subsists for a continuous period exceeding three (3) months.

7.4. Either the Converso Signatory or the Client Signatory may terminate this Agreement for convenience at any time on notice, such termination only to take effect either (i) twenty-five (25) Business Days following such notice, where the Initial Service Term in respect of all Services being provided on the date of expiry of such notice has expired; or (ii) the date on which the Initial Service Term for the last Service expires, whichever shall be the later.

7.5. The Converso Signatory (or Converso) may terminate this Agreement (or the relevant Service) immediately by notice if a suspension of a Service pursuant to Clauses 6.1.4, 6.1.5 or 6.1.6 has continued for a period of at least two (2) consecutive months.

7.6. If Converso has reasonable grounds to consider that there has been a violation of Clause 8.5.2, Converso may notify the Client and require it to remedy the violation:
7.6.1. in the event of an incident involving a violation of public law or regulation or an imminent threat to the IP Network, immediately; or
7.6.2. in all other cases, within forty-eight (48) hours, if the Client fails to notify Converso that such a remedy has been effected in accordance with this Clause 7.5 or if Converso reasonably determines that the violation is continuing or is likely to occur again, the Converso Signatory (or Converso) may terminate this Agreement (or relevant Connectivity Service) immediately upon notice to the Client.

7.7. Notwithstanding the provisions of Clauses 7.2 and 7.3, the Converso Signatory (or Converso) may terminate this Agreement (or the relevant Service) on five (5) Business Days’ notice if the Client fails to make any payment, when due, in accordance with the terms of this Agreement.

7.8. Without prejudice to accrued rights or obligations, upon termination of this Agreement:
7.8.1. all Service Orders and accompanying Services shall terminate immediately;
7.8.2. notwithstanding the provisions of Clause 4, all accrued Charges not yet invoiced shall become due and shall be paid by the Client immediately on receipt of an invoice; and
7.8.3. each Party shall promptly return to the other Party all copies of the other Party’s Confidential Information and, if requested, verify to the other Party that it has done so.

7.9. Termination of this Agreement shall not affect the continuation, to the extent necessary, of Clauses 1, 2.2, 2.4, 3.2, 4, 5.3, 6.3,7.8, 8.3, 8.5, 9, 11, 12, 14, 15, 16, 17 and 19.

7.10. In the event that the Client does not use the service for a period of 3 months or more, then Converso has the right to terminate the Service.
8. LIABILITY

8.1. Subject to Clause 9.5 but otherwise notwithstanding anything else in this Agreement, each Party’s total liability to the other (and, in the case of Converso, “Party” in this Clause 8 refers to the Converso Signatory and each respective Converso Affiliate providing Services under this Agreement) in contract, tort (including negligence or breach of statutory duty) or otherwise arising in connection with this Agreement, except in respect of any liability arising pursuant to the Client’s obligations set out in Clauses 4 and 9.5, shall be limited to:
8.1.1. £1,000,000 (one million pounds) per event or series of connected events; and
8.1.2. notwithstanding Clause 9.1.1, a maximum of £2,000,000 (two million pounds) in aggregate in any twelve (12) month period.

8.2. For the avoidance of doubt, for the purposes of this Clause 9.1, the limits on liability expressed above are cumulative and apply across all Services.

8.3. Subject to Clause 9.5 but otherwise notwithstanding anything else in this Agreement, neither Party shall in any event be liable to the other for indirect or consequential losses or otherwise for harm to business, loss of revenues, loss of anticipated savings or lost profits, whether or not reasonably forseeable at the time when the Agreement was entered into.

8.4. The Client acknowledges that Converso is unable to exercise editorial or other control over any content placed on or accessible through the Client’s use of the Services and Converso shall have no liability as to the quality, content or accuracy of information received through or as a result of the use of the Services.

8.5. Nothing in this Agreement shall serve to limit either Party’s liability in respect of death or personal injury caused by or arising from its negligence.


9. FORCE MAJEURE
Notwithstanding anything herein to the contrary, neither Party shall be liable to the other for any delay or failure in performance of any part of this Agreement (other than for payment obligations set out in Clause 4) to the extent such delay or failure is attributable to a Force Majeure Event. Subject to Clauses 7.2 and 7.3, any such delay or failure shall suspend this Agreement until the Force Majeure Event ceases and the affected Initial Service Term(s) shall be extended by the length of the suspension.


10. INTELLECTUAL PROPERTY

10.1. The Client acknowledges:
10.1.1. that any and all patents, registered and unregistered designs, copyrights, trademarks and all other intellectual property rights whatsoever and wheresoever enforceable, which are used in connection with the Service and/or Service Equipment, shall remain the sole property of Converso or Converso Affiliates; and
10.1.2. without limitation to the foregoing, that the Client shall not be entitled to use the name, trademarks, trade names or other proprietary identifying marks or symbols of Converso or Converso Affiliates without Converso’ prior written consent.

10.2. The Client warrants that any domain name registered or administered on its behalf will not contravene the trademark or other intellectual property rights of any third party and that it shall comply with the rules and procedures of the applicable domain name authorities, registries and registrars. The Client shall indemnify Converso and Converso Affiliates in respect of any and all losses, damages, costs and expenses arising from or in connection with breach of this Clause 11.2. The Client irrevocably waives any claims against Converso or Converso Affiliates which may arise from the acts or omissions of domain name registries, registrars or other authorities.


11. CONFIDENTIALITY

11.1. Subject to Clause 12.2, the Converso Signatory, the Client Signatory, and each Party hereunder, shall:
11.1.1. only use Confidential Information for the purposes of this Agreement;
11.1.2. only disclose Confidential Information to a third party with the prior written consent of the other Party (except that Converso or the Converso Signatory (if different) may disclose Confidential Information to Converso Affiliates or to its employees, agents or contractors, including professional advisors or auditors, and Client Signatory may disclose Confidential Information to Client Affiliates for the purposes of this Agreement); and
11.1.3. ensure that any third party to whom Confidential Information is disclosed executes a confidentiality undertaking substantially similar to the terms of this Clause 12.

11.2. The provisions of Clause 12.1 shall not apply to any Confidential Information which: (i) is in or comes into the public domain other than by breach of this Clause 12; or (ii) is or has been independently generated by the recipient Party; or (iii) is properly disclosed pursuant to a separate written consent or a statutory obligation, the order of a court of competent jurisdiction or the requirement of a competent regulatory body.


12. ASSIGNMENT
Neither Party may assign, charge, transfer or otherwise dispose of this Agreement, any Service Order, or any rights or obligations therein in whole or in part, without the written consent of the other Party (which consent shall not be unreasonably withheld or unduly delayed).


13. GENERAL

13.1. Severability. If any provision of this Agreement, including any limitation, is held by a court or any governmental agency or authority to be invalid, void or unenforceable, the remainder of this Agreement shall nevertheless remain legal, valid, and enforceable.

13.2. No Waiver. Failure or delay by either Party to exercise or enforce any right or benefit conferred by this Agreement, including Converso’ right to deliver invoices in accordance with Clause 4, shall not be deemed to be a waiver of any such right or benefit nor operate so as to bar the exercise or enforcement thereof or of any other right or benefit on any later occasion.

13.3. Relationship. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute or be deemed to constitute between the Parties a partnership, agency, association, joint venture or other co-operative entity.

13.4. Third Party Beneficiaries. Except as otherwise contemplated by this Agreement, nothing herein will create or confer any rights or other benefits in favour of any person other than the Parties.

13.5. Variation. This Agreement (or any part thereof) shall be modified only by the written agreement of the Parties.


14. NOTICES
Except as otherwise expressly provided for herein, any notice required or authorised to be given under this Agreement shall be delivered by prepaid registered post or by facsimile transmission (immediately confirmed by post) to company postal address and shall be deemed to have been served forty-eight (48) hours after such posting or such transmission.


15. ENTIRE AGREEMENT
This Agreement sets out the entire and exclusive agreement between the Converso Signatory and the Client Signatory, and Converso and Client, as the case may be, superseding all prior or contemporaneous representations, agreements or understandings concerning the subject matter addressed herein. No oral explanation or oral information provided shall alter the interpretation of this Agreement. The Client confirms that, in agreeing to enter into this Agreement and/or a Service Order, it has not relied on any representation except as set out herein and the Client agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of this Agreement, excluding any fraudulent misrepresentation.
16. DISPUTE RESOLUTION

16.1. In the event of a dispute concerning this Agreement, each Party shall in the first instance promptly bring the dispute to the attention of a Director or similar person in a management position.

16.2. If the Client wishes to dispute any invoice or part of an invoice falling due in accordance with Clause 4.7, the Client shall, before the invoice is due, deliver a notice in writing to Converso setting out the nature of its dispute, including: (i) date and number of disputed invoice; (ii) amount in dispute; (iii) reason for dispute; and (iv) supporting documentation, as appropriate. Any undisputed part of a disputed invoice shall be paid by the Client in accordance with Clause 4.7.

16.3. The Parties shall use all reasonable endeavours to resolve such payment disputes as soon as is reasonably practicable.


17. CLIENT DATA AND PRIVACY

17.1. The Client acknowledges that Converso, its Converso Affiliates and their respective agents will, by virtue of the provision of Services, come into possession of Client Data.

17.2. Converso shall implement appropriate technical and organisational measures to protect Client Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and against other unlawful forms of processing. The Client acknowledges that it has right to access Regulated Client Data upon written notice and have any agreed errors in such Regulated Client Data rectified.

17.3. The Client acknowledges and agrees that Converso, its Converso Affiliates and their respective agents may use, process and/or transfer Client Data (including intra-group transfers and transfers to entities in countries that do not provide statutory protections for personal information):
17.3.1. in connection with the provision of Services;
17.3.2. to incorporate Client Data into databases controlled by Converso or  Converso Affiliates for the purpose of administration, provisioning, billing and reconciliation, verification of Client identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and Client analysis and reporting, market and Client use analysis, and
17.3.3. to communicate to the Client regarding products and services of Converso or its Converso Affiliates. The Client may withdraw consent for such use, processing or transfer of Client Data as set out above, unless it is required to (i) provision, manage, account and bill for the Services; (ii) carry out fraud detection; or (iii) comply with any statutory obligation, regulatory requirement or court or other public authority order, by sending written notice to Converso in accordance with the prescribed form, available from Converso on request.

17.4. The Client warrants that it has obtained and will obtain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of Client Data as described in this Clause.


18. REQUIRED TCPA CONSENT
For each End User who may receive a text message generated by   the Service, Client shall obtain the End User’s affirmative consent, sufficient to fulfill the requirements of the TCPA, to receive such text messages, using a minimum of the following requirements:

18.1. The consent must be captured by a checkbox or button that demonstrates the End User’s affirmative choice to agree to receive text messages as part of the Service.

18.2. The consent must clearly state the End User agrees to receive text messages from the Client.

18.3. The act of consent must be electronically documented and saved in a form capable of reproduction on Converso’s request.

18.4. The consent notice must provide approximate number of texts the End User can expect to receive in a defined time period.   The hours during which text messages are sent shall comply with the TCPA.

18.5. Client will cooperate fully, and in a timely way, with any request by Converso to provide evidence of consent for any End User for any time period during which Client has used the Service.

18.6. Indemnity. Client will indemnify, hold harmless, and at Converso’s request, defend Converso, its directors, officers, agents, attorneys and employees from and against any and all losses, costs, liabilities or expenses (including reasonable court costs and attorneys’ fees) arising out of any third-party claim arising out of Client’s failure to obtain an End User’s consent to automated text messages as required under this Section 18.  Client will not settle or otherwise agree to an early resolution of any litigation or other action arising out of this Section 18 without the written consent of Converso.


19. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed and construed in accordance with English Law, and the Converso signatory and the Client signatory (and the relevant parties hereto) irrevocably agree to the exclusive jurisdiction of the English Courts.


Annex 1

Converso Client DUP/CIPA Policy

This policy sets out further detail on DUPs and CIPAs (as those terms are defined in clause 3 of this Agreement), and how they are to be managed by the Client. This policy is without prejudice to clause 3 of this Agreement.

(A) Each DUP or CIPA is capable of supporting up to ten (10) simultaneous registrations on the Network.

(B) Access to the Network is granted solely on the validity of the DUP or CIPA, and not the identity, credentials or other characteristic of a device or software gaining access by way of that valid DUP or CIPA.

(C) Any person in possession of a valid DUP may simultaneously access the Network and thereby terminate Calls on the Network from up to the number of devices the DUP or CIPA supports.

(D) While the DUP or CIPA is valid, the person in possession of it may choose which devices gain access to the Network by it including swapping new devices for old devices; such activity is not visible to Converso or within its control, and should the person be so minded, devices other than those belonging to Client may be granted access to the Network if those devices are enabled with a valid DUP

(E) The Client is responsible for storing all DUPs securely, and communicating DUPs to end users in a secure and confidential manner

(F) The Client accepts total responsibility for the safety and security of the DUPs and CIPA and any equipment they may use to access the Converso Services

(G) The Client is required to establish and maintain necessary safeguards to prevent unauthorised use of the Services.

(H) The Client accepts responsibility for all persons using their DUP to access the Services.

(I) The Client accepts responsibility for changing password of DUP if it believes that confidentiality and security may been compromised
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