This document sets out the terms and conditions under-which the Ansaback ‘Instant Go-Live’ Service is supplied to the Customer.
The Ansaback ‘Instant Go-Live’ Service is available within the UK only and is designed to be simple to operate and easy to manage. With this in mind, there is no provision for service customisation beyond the ability for the Customer to supply a company name for the personalised greeting announcement, the email address, and mobile telephone number to which messages and billing reports are sent.
How to create and manage your personal account
Customers can create and manage their account by contacting the Ansaback setup specialists directly on 0800 088 7878.The Ansaback setup specialists are available 24 hours a day, every day of the year including Sundays, Bank Holidays and Public Holidays.
For clarity there are four service elements that Customers have influence over, these are:
- The wording used in the Customer greeting announcement.
- The update or amendment of Customer’s payment information used for billing.
- The target email address and mobile phone number for receiving messages, billing and SMS notifications.
- Terminating the service.
Monthly subscription payment
The Ansaback ‘Instant Go-Live’ Service is provided as a prepaid monthly subscription service, where payment is settled in advance by a debit or credit card.
Monthly billing date
The monthly billing date (the date on which the payment will be collected) is set to the date on which the Ansaback ‘Instant Go-Live’ service is activated and coincides with the date on which the set-up payment is made. Payments will be taken on the same day of each month, and the date cannot be changed. The monthly subscription payment covers the cost of operating and managing the service for one calendar month from each billing date.
Inclusive messages each month
The monthly subscription fee includes the cost of ‘inclusive messages’. The ‘inclusive messages’ can be used between the monthly billing date and the next monthly billing date. This period is known as a billing cycle. The ‘inclusive message’ allowance is reset on each monthly billing date. At the end of each monthly cycle, any un-used messages from the message allowance are cancelled and are not rolled forward to the following billing cycle.
Additional messages above your monthly allowance
If the prepaid ‘inclusive messages’ are consumed during one billing cycle, the Customer can purchase additional top-up call credits by calling the Ansaback setup specialists directly on 0800 088 7878. These top-ups are retained as credit at the end of each billing cycle and are used after any monthly allowance is consumed in each cycle.
Service suspension due to non-payment of monthly fee
The Customer prepay service is paid for by monthly debit to either a debit or credit card. If the payment method fails when a collection attempt is made, the Customer account will be automatically suspended, and the Customer will be sent a notification by text message and by email. When the notification is received, the Customer should contact the Ansaback setup specialists directly on 0800 088 7878 and supply the details of another payment card to be debited on-going.
The enclosed Service Schedule and Terms and Conditions of Ansaback Services of this document together comprise the Contract for the provision by Ansaback of the Specified Service to the Customer (as defined in each case in the Terms and Conditions).
Ansaback Service Levels
- A minimum number of per advisor calls per month are randomly monitored, with all calls recorded for training and quality assurance purposes.
- All advisors handling the Customer’s calls will be able to communicate effectively and provide the highest levels of customer care.
- Information and prompt screens to be made available to agents to answer calls in the required style, providing a seamless extension to client business.
- The technical infrastructure will be supported by UPS and diesel generator, back-up internet provision, fail-over phone switch, and 24/7 technical support, ensuring 24/7 services in the event of power surges and most other failures. Where necessary the Ansaback DR facility will be utilised.
- An escalation procedure will be implemented in the case of technical or other issues.
- A member of the Customer Experience Team will be given responsibility for the client account and will be the first point of contact. However, Ansaback Instant Go Live service is provided as a ’self-service’ solution, with no account management time assigned. In the event that a Customer Experience Manager is engaged, their time will be charged at £55 per hour.
Terms and Conditions of Ansaback’s Services
1.1 In these Conditions:
“ANSABACK” means IPPLUS (UK) Limited (Company No. 3443083) whose registered office is at Melford Court, The Havens, Ransomes Europark, Ipswich, Suffolk, IP3 9SJ and includes any other subsidiary company (as defined in s.115 Companies Act 2006) of IPPlus PLC (Company No. 3869545) which from time to time and for the time being is nominated by IPPlus PLC to perform the obligations of IPPLUS (UK) Limited under the Contract.
“ANSABACK’S CHARGES” means the charges levied for the ‘Instant Go-Live’ Service, as varied from time to time in accordance with the Service Schedule or as otherwise agreed between the parties.
“COMMENCEMENT DATE” means the date the service starts with shall be as soon as the initial service prepayment has been received by Ansaback from the Customer.
“CONTRACT” means the contract for the provision of the Specified Service comprising the Customer Particulars the Service Schedule and these Terms.
“CURRENT SUPPLIER” means any supplier (other than Ansaback) who prior to the Commencement Date was engaged in the provision of the Specified Service.
“CUSTOMER” means the person or organization to whom Ansaback has agreed to provide the Specified Service in accordance with these Terms & Conditions.
“CUSTOMER PARTICULARS” means the Customer particulars held on the system and to whom the Specified Service has been supplied.
“CUSTOMERS PERSONNEL” means all employees, staff, other workers, agents and consultants of the Customer who are engaged in the provision of the Services from time to time.
“CUSTOMERS PROVISIONAL STAFF LIST” means a list prepared and updated by the Customer of all the Customer’s Personnel engaged in, or wholly or mainly assigned to, the provision of the Services or any part of the Services at the date of preparation of the list.
“DATA PROTECTION LEGISLATION” means the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.
“EMPLOYEES” means any person gainfully employed by IPPlus (UK) Limited or any of its subsidiary companies.
“DOCUMENT” includes, in addition to a document in writing, a map, plan, design, drawing a picture or other image, or any other record of any information in any form.
“INPUT MATERIAL” means any Documents or other materials, and any data or other information provided by the Customer relating to the Specified Service.
“NETWORK PROVIDER” means the Customer’s telecommunications network provider from time to time and for the time being.
“OUTPUT MATERIAL” means any Documents or other materials, and any data or other information provided by Ansaback relating to the Specified Service “SERVICE SCHEDULE” means the service level agreement in Part 2 of the Contract.
“REPLACEMENT SUPPLIER” means any third party supplier of replacement services appointed by the Customer from time to time.
“SERVICE TRANSFER DATE” means the date on which the Services (or any part of the Services), for whatever reason transfer from the Customer to Ansaback or any Replacement Supplier.
“SPECIFIED SERVICE” means the service to be provided by Ansaback for the Customer and described in the Service Schedule.
“STAFFING INFORMATION” means in relation to all persons detailed on Customer’s Provisional Staff List, such information as Ansaback may reasonably request (subject to the Data Protection Legislation), but including in an anonymised format:
- details of whether they are employees, workers, self-employed, contractors or consultants, agency workers or otherwise;
- the identity of their employer or relevant contracting party;
- their relevant notice periods and any other terms relating to termination of employment or engagement, including any redundancy procedures and contractual;
- redundancy payment schemes;
- the current wages, salaries, profit sharing, incentive and bonus arrangements applicable to them;
- details of other employment-related benefits including (without limitation) medical insurance, life assurance, pension or other retirement benefit schemes, share option schemes and customer car schemes applicable to them;
- any outstanding or potential contractual, statutory or other liabilities in respect of such individuals (including in respect of personal injury claims);
- details of any such individuals on long-term sickness absence, maternity or other statutory leave or otherwise absent from work; and
- copies of all relevant documents and materials relating to such information including copies of relevant contracts of employment or engagement (or relevant standard contracts if applied generally in respect of such individuals).
“TRANSFERRING EMPLOYEES” means those employees whose contract of employment will be transferred to Ansaback or a Replacement Supplier pursuant to TUPE on expiry or termination of this agreement.
“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006.
1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 Supply of the Specified Service
2.1 Ansaback shall provide the Specified Service to the Customer subject to these Terms. Any changes or additions to the Specified Service or these Terms must be agreed in writing by Ansaback and the Customer in accordance with clause 8.
2.2 The Customer shall at its own expense supply Ansaback with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within sufficient time to enable Ansaback to provide the Specified Service in accordance with the Contract. The Customer shall ensure the accuracy of all Input Material.
- The Customer shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. Ansaback shall have no liability for any such loss or damage, however, caused. All Output Material shall be at the sole risk of the Customer from the time of delivery to or to the order of the Customer.
- The Customer shall procure that its Network Provider arranges any network diversion facility which may be necessary to the performance by Ansaback of the Specified Service and that its Network Provider maintains that facility throughout the term of the Contract and the Customer authorises Ansaback (in the event of the Customer’s default under this clause 2.4) to procure such network diversion facility on the Customer’s behalf and at the Customer’s expense (on an indemnity basis).
2.5 The Specified Service shall be provided in accordance with the Service Schedule and subject to these Terms.
2.6 Ansaback may at any time without notifying the Customer make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
3.1 Subject to any special terms agreed, the Customer shall pay Ansaback’s Charges and any additional sums which are agreed between Ansaback and the Customer for the provision of the Specified Service or which, in Ansaback’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Customer.
3.2 All charges quoted to the Customer for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time.
- Ansaback’s Monthly Charges shall be prepaid by the Customer, and any additional sums payable shall be paid by the Customer (together with any applicable Value Added Tax, and without any set-off or other deduction).
- Save as otherwise provided in the Service Schedule; Ansaback may vary Ansaback’s Charges at any time or times during the term of the Contract by giving not less than three months’ written notice to the Customer of each such variation which shall take effect on the expiry of such notice.
4 Rights in Input Material and Output Material
4.1 The property and any copyright or other intellectual property rights in:
4.1.1 any Input Material shall belong to the Customer.
4.1.2 any Output Material shall, unless otherwise agreed in writing between the Customer and Ansaback, belong to Ansaback, subject only to the right of the Customer to use the Output Material by way of a non-exclusive licence for the purposes of utilising the Specified Service.
4.2 Any Input Material or other information provided by the Customer which is so designated by the Customer and any Output Material shall be kept confidential by Ansaback, and all Output Material or other information provided by Ansaback which is so designated by Ansaback shall be kept confidential by the Customer; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
4.3 The Customer warrants that any Input Material and its use by Ansaback for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party, and the Customer shall indemnify Ansaback against any loss, damages, costs, expenses or other claims arising from any such infringement.
4.4 Subject to clause 4.3, Ansaback warrants that any Output Material and its use by the Customer for the purposes of utilising the Specified Service will not infringe the copyright or other rights of any third party and Ansaback shall indemnify the Customer against any loss, damages, costs, expenses or other claims arising from any such infringement.
5 Warranties and Liability
5.1 Ansaback warrants to the Customer that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Service Schedule and at the intervals and within the times referred to in the Service Schedule. Where Ansaback supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, Ansaback does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to Ansaback.
5.2 Ansaback shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong format, or arising from their late arrival or non-arrival, or any other fault of the Customer.
5.3 Except in respect of death or personal injury caused by Ansaback’s negligence, or as expressly provided in these Terms, Ansaback shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Ansaback, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Customer, and the entire liability of Ansaback under or in connection with the Contract shall not exceed the amount of Ansaback’s Charges for the provision of the Specified Service, except as expressly provided in these Terms.
5.4 Ansaback shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Ansaback’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond Ansaback’s reasonable control.
6.1 The Customer can choose to terminate the messaging service at any time by calling the Ansaback contact centre. When terminating the messaging service the account will be immediately deactivated and any outstanding monthly allowance of minutes and/or additional message blocks forfeited, and these are not refundable.
- Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
- Ansaback reserves the right to terminate services that are by its’ sole discretion deemed inappropriate for this business service or for the agents.
The Customer recognises and agrees that considerable time and effort and money has been expended by Ansaback in the training and development of all its employees and the loss of any such employee resulting from solicitation of that employee by the Customer will cause substantial inconvenience and economic damage to Ansaback. The Customer undertakes and agrees that during the term of the Contract and for a period of twelve months following the expiry of the Contract it shall not directly or indirectly solicit away or attempt to solicit away any employee of Ansaback. Further during the term of the Contract the Customer shall not employ any person who has during a period of twelve months beforehand been an employee of Ansaback without obtaining the prior written agreement of Ansaback.
- Transfer of Employees to Ansaback at the Effective Date
8.1 The Customer and Ansaback believe that, where and if TUPE applies, at the Commencement Date, Ansaback will become the employer of the employees who are employed or engaged by the Current Supplier and are wholly or mainly engaged in the provision of the Specified Service immediately prior to the Commencement Date and whose employment will transfer to Ansaback pursuant to TUPE on the Commencement Date (the “Employees”)
8.2 The Customer shall indemnify Ansaback in full, for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by Ansaback including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
8.2.1 the employment or termination of employment of the Employees before the Commencement Date (or after the Commencement Date, where notice was served prior to the Commencement Date);
8.2.2 a claim, demand, complaint by or on behalf of any Employee arising as a result of any act or omission by or on behalf of the Customer or any Current Supplier in respect of the Employees before the Commencement Date; and
8.2.3 any claim by or on behalf of any of the Employees Arising from the Customer’s or any Current Supplier’s failure to inform or consult as required under Regulation 13 of TUPE.
8.3 The customer will fully indemnify Ansaback in full for and against all claims, costs expenses or liabilities whatsoever and howsoever arising incurred of suffered by Ansaback including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
- any failure by Ansaback to comply with its obligations pursuant to TUPE;
- anything done or omitted to be done by Ansaback in respect of any of the Employees whether before or after the Effective Date;
- any redundancy payment that may become payable in excess of the statutory redundancy payments or any enhanced payment that may become payable as a result of the termination of any of the Employees; and
- any unlawful discriminatory acts of Ansaback or its group of companies.
8.4 During the currency of this agreement Ansaback shall provide to the Customer or Current Supplier any information they may reasonably require relating to any individual employed, assigned or engaged in providing the services under this agreement (subject to the Data Protection Legislation).
9.1 These Terms (together with the terms, if any, set out in the Service Schedule) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing and signed by a director of each of the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
9.2 Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
9.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.4 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
9.5 Both parties agree to comply with the provisions of the Data Protection Act 1998 and secondary legislation made under it in relation to the notification requirements and the collection, use, storage, processing, disclosure and transfer of personal data.
- If any dispute arises in connection with the Contract, the parties agree to attempt to resolve such dispute by negotiation. In the event that a negotiated settlement cannot be reached the parties agree to attempt to settle it by mediation in accordance with the model procedure of the Centre for Dispute Resolution. Neither party may begin Court proceedings or arbitration until the mediation process has been exhausted and a settlement has not been reached.
9.7 The parties agree that for the purposes of the Contracts (Rights of Third Parties) Act 1999 their obligations under the Contract are intended to benefit each other only, and no person other than Ansaback and the Customer shall have any rights under the Contract.
9.8 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.