This Addendum relates only to our VoIP products. They do not relate to any other product or service supplied by File Sanctuary unless specified herein.

1.     Definitions and Interpretation

In this Service Agreement, the following expressions shall have the following meanings unless the context otherwise requires:

“Artificial Inflation of Traffic”	any situation where Calls: (a) are made, generated, stimulated, and/or prolonged for the direct or indirect benefit of any entity (including a natural person) operating, hosting or otherwise connected with an electronic communications service as a result of any activity by or on behalf of such entity; and (b) result in a calling pattern which is disproportionate to the overall amount, duration and/or extent of Calls which would be expected from: (i) a good faith usage; or (ii) an acceptable and reasonable commercial practice relating to the operation of Electronic Communications Networks
“Call”	a signal, message or communication which can be silent, visual (including text and data) or spoken;
“Caller Line Identity” or “CLI”	the identity of a calling party initiating a Call being (in most circumstances) the telephone number of the calling party;
“CLI Guidelines”	the Guidelines for the provision of Customer Line Identification Facilities and other related services, published by Ofcom, as may be amended or replaced from time to time;
“Carrier Network”	the communications network or networks selected from time to time by File Sanctuary for the purposes of conveying Calls;
“Call Data Reecords” or “CDRs”	an electronic record of each Call passing through the Carrier Network as recorded by File Sanctuary for the purpose of information and guidance only;
“Emergency Call”	a Call from an End User to the emergency services made by dialling 999 or 112;
“General Condition”	Ofcom’s General Conditions of Entitlement published as a schedule to Section 48(1) of the Act, as amended from time to time – https://goo.gl/LYlgBk
“Message”	anything contained within paragraphs (a) to (d) (inclusive) of sub-section 4(1) of the Telecommunications Act 1984;
“Minimum Term”	the minimum term for a Service agreed to by the parties;
“Rate Card”	the rate card containing the Rates as set out within the File Sanctuary website as  may be updated from time to time in accordance with this Agreement;
“Rates”	a rate per minute for all Traffic routed via a Carrier Network as set out in the Rate Card;
“Services Description”	the description of the Services issued by File Sanctuary from time to time, the current version of the Services Description being set out on our website;
“Services”	the wholesale communications services to be supplied to the Client (including SIP Trunks, Hosted VoIP, Number Porting), as detailed more particularly in the Services Description;

1.1.       The Condition and Schedule headings are for convenience only and shall not affect the interpretation of this Agreement.

1.2.       Except to the extent that they are inconsistent with the definitions and interpretations in this Agreement or are otherwise defined in this Agreement, the definitions and interpretations in the Master Agreement shall apply to this Agreement.

1.3.       The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.4.       References to Clauses and Schedules are to the Clauses and Schedules of this Agreement.

2.     Provision of Services

2.1.       File Sanctuary hereby agrees that it will, as and from the date of this Agreement, provide Services to the Client, on a non-exclusive basis, and shall route such Traffic as it may from time to time receive from the Users via a Carrier Network for onward conveyance to the called destinations on the terms set out in this Agreement. In particular:

2.1.1.      Subject to clauses 2.3 and 2.4, File Sanctuary shall use all reasonable endeavours to maintain the Services 24 hours in every day on every day of the year

2.2.       Notwithstanding anything in the Services Description, File Sanctuary shall be entitled, upon giving the Client not less than 30 days prior written notice, to:

2.2.1.      change the technical specification of any of the Services (provided that such change does not materially affect the performance of or ability to access the Services) where necessary for legitimate operational reasons, or by reason of statutory of regulatory requirements; and

2.2.2.      suspend any of the Services for legitimate operational reasons, or in an emergency, or in accordance with the Master Agreement. PROVIDED ALWAYS that File Sanctuary shall act in good faith in exercising its rights under this Clause 2.2 and shall use its reasonable endeavours to keep the period of any suspension(s) of the Service under clause 2.2.2 to an absolute minimum.

2.3.       By purchasing our Voice over IP (VoIP) telephony services you understand that:

2.3.1.      you may not get quality or reliability comparable to a conventional PSTN phone line and specifically, File Sanctuary does not offer any warranty or assurances of same;

2.3.2.      the Services may sometimes be unavailable as a result of things over which File Sanctuary have no control, for example, the weather, power disruptions, and failures of your internet service provider (ISP) or broadband connection and you understand that in such circumstances all services (including 999/112 public emergency call services) will also be unavailable.

2.4.       File Sanctuary shall comply with requests for Portability on reasonable terms from other communications network operators as soon as reasonably practicable.

2.5.       File Sanctuary shall provide Portability services to the Client in accordance with the Number Portability Policy, as published and amended by File Sanctuary from time to time.

2.6.       Where access to Emergency Services has been requested by the Company, File Sanctuary shall use reasonable endeavours to convey Emergency Calls to BT subject to the following conditions:

2.6.1.      the service shall only be available for access by persons using a telephone number conforming to the National Telephone Numbering Plan and originating from a calling party located in mainland UK (excluding Isle of Man and the Channel Islands);

2.6.2.      the Client shall be responsible for ensuring that File Sanctuary has been provided with all relevant Customer or End User information required to enable File Sanctuary to provide access to Emergency Services

2.6.3.      where a Voice over Internet Protocol (“VoIP”) service is being used, the Client undertakes to inform its End Users of the features of VoIP originated Emergency Calls, including: (i) that no outbound calling will be possible in the event of a loss of power; and (ii) calls to Emergency Services may not convey the location of the Client or End User and the calling party will be required to verbally confirm their location;

2.6.4.      if File Sanctuary suspends or terminates the service you may NOT be able to dial 999/112.

File Sanctuary shall have no liability to the Client or to any End User for failure by the Client to comply with the terms of this Clause 2.6.

3.     Charges & Payments

3.1.       In consideration of the provision by File Sanctuary of Services, the Client agrees to pay File Sanctuary for the same on a basis of a rate per minute for all Traffic routed via a Carrier Network. Calls shall be billed in one-second units. The individual Calls are billed up to the nearest £0.001 and total call charges rounded up to the nearest £0.001. There shall be no other charges, including but not limited to call setup charge and no minimum charge, unless otherwise stated in the Rate Card or minute bundle. The Rate Card may be varied by File Sanctuary at any time on not less than 24 hours’ notice to the Client.

4.     Obligations of the Client

4.1.       The Client undertakes to comply with the General Conditions.

4.2.       The Client must take all reasonable steps to procure that the Service is not used:

4.2.1.      in a way that does not comply with the terms of any legislation or codes of practice, regulations, or any licence applicable to the Client or End User (as appropriate) or that is in any way unlawful or fraudulent or to the knowledge of the Client or End User has any unlawful or fraudulent purpose or effect; or

4.2.2.      in any way which infringes the Intellectual Property Rights of File Sanctuary or any third party; or

4.2.3.      in connection with (without prejudice to the generality of clause 4.2.1 above) the carrying out of fraud or criminal offence against any other public telecommunications operator; or

4.2.4.      in any way that constitutes Artificial Inflation of Traffic; or

4.2.5.      in a way that in File Sanctuary’s reasonable opinion could materially affect the quality of any telecommunications service or other service provided by File Sanctuary or any third party; or

4.2.6.      to make Nuisance Calls to send “spam”; or

4.2.7.      to threaten, harass, stalk, abuse, disrupt or otherwise violate or infringe the rights (including but not limited to copyright, rights of privacy and publicity) of others; or

4.2.8.      to obtain access, through whatever means, to restricted areas of the underlying network; or

4.2.9.      to send and receive data in such a way or in such amount as to adversely affect File Sanctuary’s Network (or any part of it) or to adversely affect other customers of File Sanctuary or its suppliers; or

4.2.10.    in a way which (in the reasonable opinion of File Sanctuary) brings the name of File Sanctuary into disrepute, or which places File Sanctuary in breach of the Act or other permission or consent held by File Sanctuary.

4.3.       The Client agrees to include and maintain in its contracts with End Users conditions equivalent to those contained in clause 4.2 above, and in the case of Clients who are resellers to require that they include and maintain such conditions in their contracts with Customers and End Users, and undertakes diligently and properly to enforce such conditions (including if appropriate by suspending or terminated the provision of its service to the Customer or End User) where the Client knows or reasonably suspects that a customer or End User is in breach of such obligations.

4.4.       The Client shall comply with the processes, procedures and requirements set out on File Sanctuary’s website and in any support communication with File Sanctuary.

4.5.       Each party shall comply with the CLI Guidelines provided by Ofcom.

4.6.       The Client shall, at all times, comply with File Sanctuary’s Acceptable Use Policy as published and as may be amended by File Sanctuary from time to time.

5.     Commencement and Duration of this Service Schedule

5.1.       This Service Schedule commences on the date that it is signed by duly authorised representatives of File Sanctuary and will continue unless or until terminated by either party under the terms of the Agreement.

5.2.       Subject to Clause 5.1 above, individual Services shall start on the Service Commencement Date and continue for their respective Minimum Term.

6.     Invoicing

6.1.       By no later than the 15th of each calendar month, File Sanctuary will prepare and send to the Client a monthly invoice detailing:

6.1.1.      all connection and individual Call Traffic costs;

6.1.2.      all the registered Traffic (minutes per destination) carried by the Carrier Network during that month, and the amounts due in respect thereof which shall be equal to the total cost of each Call; and

6.1.3.      any other applicable charges arising in respect of the Services provided by File Sanctuary to the Client (or to the Users) during that month.

6.2.       File Sanctuary will endeavour to provide the Client with Daily Call Data Records for information only and (where requested by the Client) on a monthly basis a full Monthly CDR for billing purposes on or before the fifteenth (15th) working day of the month following the month in which the traffic is generated, which will permit the Client to generate a bill for each User. File Sanctuary assumes no liability for costs incurred through the Client using Daily CDRs for billing purposes.

6.3.       File Sanctuary shall not be held responsible for any situation in which a Call is generated in error, and/or is unauthorised for whatever reason, and the Client shall remain liable for the relevant Charges associated with that Call.

6.4.       File Sanctuary may in a separate invoice (containing the information referred to in these billing procedures) make backdated claims for amounts owed from a previous Billing Period which were not previously invoiced for technical or other reasons. Any backdated invoices must be submitted within twelve months of the date that Services were rendered.

7.     Warranties

7.1.       Each party warrants to the other party (such warranties being deemed to be repeated on each and every day during the term of this Agreement) that:

7.1.1.      it has the unimpaired right and authority to enter into and perform this Agreement which shall constitute a binding obligation on it;

7.1.2.      it will comply with its respective obligations under applicable data protection legislation and (without limitation): (a) will obtain and maintain all relevant registrations and consents, including (in relation to the Client) such registrations and consents as the Client should obtain and maintain to enable File Sanctuary and its suppliers and subcontractors to process the personal data of Customers and End Users for the purposes of the performance by File Sanctuary of its obligations under this agreement; (b) to the extent that the performance of its obligations under this Agreement involves or necessitates the processing of personal data, it shall act only on properly authorised instructions and in accordance with all applicable data protection laws; and (c) shall take and implement all such technical and organisational security procedures and other measures necessary or appropriate to preserve the confidentiality of the personal data to which it has access under this Agreement and protect such data against unlawful processing, and this clause 7.1.2 shall survive termination or expiry of this Agreement; and (d) it will at all times comply with its obligations (if any) under the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any subsequent revision, extension or replacement thereof.

7.2.       File Sanctuary cannot and does not guarantee a fault free service. File Sanctuary gives no warranty that its network or Services shall be continuous, or will be free from faults. File Sanctuary will, however, take steps to ensure its network and services are reasonably fault free, and that service is reasonably uninterrupted.

7.3.       File Sanctuary gives no warranty or guarantee that the Service is satisfactory or suitable for the Client’s purposes and the Client acknowledges that the Service was not designed with the Client in mind.

SCHEDULE 2

For confirmation of our rates for calls, subscription charges and number porting costs please refer to the File Sanctuary website.