Prodec Networks Limited (Company No. 03645275) will be referred to as “Prodec” in this agreement (the “Agreement”) and the “Customer” is a legal entity (as stated in the on boarding order form) that agrees to participate in Prodec’s Free 30 Day Trial (“Trial”) for its own use.

Prodec and Customer may hereinafter individually be referred to as “Party” and collectively as the “Parties”.

This Agreement sets out the terms and conditions (“Terms”) that apply to the Trial.

Now it is hereby agreed as follows:

1. The Trial Services

1.1 Teams Calling Direct Routing is an integration for Microsoft Teams ™ (“MSTeams”) which is an application based on Microsoft’s public cloud and therefore the Customer and its End Users are bound by the Microsoft cloud agreement rules and stipulations. More can be found in; https://download.microsoft.com/download/2/C/8/2C8CAC17-FCE7-4F51-9556-4D77C7022DF5/MCA2017Agr_EMEA_EU-EFTA_ENG_Sep20172_CR.pdf

1.2 Teams Calling Direct Routing requires a license for MSTeams consisting of a minimum ‘Business Essentials’ and common area phone license or an E5 license per End User. Prodec will assist in applying a 30 day common area phone licence and activate this temporary license if required. Alternatively, Customer may register for the licenses themselves separately, in which event Customer must provide Prodec with the full license details in order to activate the Trial.

1.3 The Trial shall:

be provided for a maximum of 25 Customer end users (“End Users”);
run for a duration of 30 calendar days from the date that the necessary Microsoft licenses required for the Trial are activated;
be subject to an activation period for Microsoft to activate the licenses;
allow End Users to have access, via Prodec’s SIP service, to UK national and UK mobile numbers. Each End User shall have a call allowance of 2,500 minutes to 01, 02 & 03 numbers and 1,000 minutes to UK mobile numbers and these minutes are aggregate across the combined End Users at the Customer site.;
exclude calls to international and premium rate numbers;
be subject to Prodec’s Acceptable Use Policy;
not be suitable for making emergency line calling.
This Trial will not include:
integration with on premises Skype directory;
Hybrid Teams Calling (i.e. MSTeams integration with current PBX systems).
If during the course of the Trial Prodec agrees to provide additional hardware and / or software with associated professional services, then Prodec’s terms and conditions of sale (“TCofS”) shall apply. The TCofS can be downloaded from Company’s website at: https://www.prodec.co.uk/terms-and-conditions-of-sale/
 

2. Customer Prerequisites and Obligations for the Trial

2.1 The Customer shall comply with the following obligations. Customer shall:

a) Need to be currently using MSTeams. (in the event that the Customer is not currently using MSTeams the Trial will still be possible but a professional services charge would apply to enable Customer environment for MSTeams usage);

b) The URLs, IP addresses, ports, and protocols must be correctly configured by the Customer for MSTeams. In the event that these are not, Prodec can provide professional services at an additional charge;

c) provide Prodec with the e-mail addresses of End Users for identity verification purposes;

d) deploy or have a plan to configure a verified domain for Microsoft 365 if not already in place;

e) instruct the Customer’s internal or 3rd party appointed administrator to provide to Prodec temporary Microsoft 365 tenancy global administration rights in order for Prodec to initially configure the necessary changes to enable Teams Calling Direct Routing or alternatively shadowed access with global administration rights;

f) comply with all applicable laws relating to its use or receipt of the Trial;

g) promptly provide with reasonable care and skill such assistance, information and cooperation as Prodec may reasonably request from time to time in order for Prodec to perform its obligations and ensure that all information provided to Prodec is accurate, adequate and complete;

h) use the Trial and any SIP services, software, equipment or other deliverables only for its own internal business purposes and for no other purpose;

i) comply with Prodec’s Acceptable Use Policy;

j) make and communicate any decisions required for Prodec to perform its obligations;

k) comply with all reasonable instructions that Prodec may give to the Customer from time to time with regard to the Trial;

l) perform its obligations in accordance with the timescales set out in relation to the Trial or, if no timescales are specified, promptly and without undue delay; and

m) be responsible for access and use of the Trial by all End Users and for ensuring all End Users comply with these Customer obligations;

n) be responsible for managing any licenses added during the Trial and any costs incurred if the Trial duration is exceeded due to Customer default.

 

3. Use of Prodec’s SIP Services within Trial

3.1 The SIP (Session Initiation Protocol) services provided in conjunction with the Trial are subject to Prodec’s Acceptable Use Policy, which can be found at [link required to AUP].

3.2 The Customer agrees and acknowledges that the use of the SIP service within the Trial must comply with all relevant legislation, regulations, guidelines and codes of practice and that Prodec will not be liable where the Customer’s use of the SIP service fails to comply. Should Prodec reasonably suspect that the Customer’s use of the SIP service is in breach of any applicable legislation, regulation, guidelines or codes of practice or any other reasonably suspected abuse or bad practice then Prodec reserves the right to suspend or terminate the Trial with immediate effect.

3.3 Prodec cannot guarantee and does not warrant that the SIP services will be free of interruptions or will be fault-free and Prodec will not be liable for any loss or damages should the SIP services be interrupted from time to time. The Customer accepts that there may also be degradations of the quality of the SIP service from time to time due to matters beyond Prodec’s control (e.g. bandwidth contention or quality of service (QoS)) and that Prodec shall not be liable for any loss or damages should the quality of the SIP services Prodec provides be affected by such matters.

 

4. Termination

4.1 Either Party may terminate this Agreement with immediate effect without cause on written notice to the other Party.

4.2 The Trial will terminate after 30 calendar days, with Customer being notified 5 (five) working days before the end of the Trial.

4.3 At the end of the Trial duration, or on earlier termination as the case may be, if Customer does not wish to continue with Prodec’s Teams Calling Direct Routing, Prodec will de-configure the arrangements with support of the Customer and its obligation set out in paragraph 4.5 below.

4.4 If the Customer wishes to continue with Prodec’s Teams Calling Direct Routing when the Trail has been completed the Customer must confirm with a formal order (including purchase order) and provide Prodec with temporary Microsoft 365 tenancy global administration rights in order for Prodec to configure the arrangements into Prodec’s production service platform. The production Teams Calling Direct Routing shall be governed by separate terms and conditions which shall be accepted by the Customer on confirmation of the order.

4.5 In any event at on termination of the Trial, Customer shall be responsible to instruct the Customer’s internal or 3rd party appointed administrator to provide to Prodec with temporary Microsoft 365 tenancy global administration rights or shadowed access with global administration rights upon in order for Prodec to either de-configure the Trial or configure the production service platform as the case may be.

 

5. Liability

5.1 Neither Party limits its liability for fraud, personal injury or death caused by its negligence and this clause 5 does not apply to such liability.

5.2 Unless expressly set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

5.3 Subject to clause 5.1, the total liability of Prodec in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement shall be limited to an amount equal to £2,000.

5.4 Subject to clause 5.1, Prodec shall not be liable for any misrepresentation (other than fraudulent misrepresentation), loss of profits, loss of business, depletion of goodwill and similar losses, loss of anticipated savings, loss of goods, loss of data, loss of contract or loss of use (in each case whether direct or indirect) nor for any special, indirect or consequential loss or damage suffered by the Customer in connection with this Agreement.

5.5 In the course of providing the Trial, Prodec may rely on software and hardware produced or supplied by third parties. Customer acknowledges that in such circumstances Prodec relies on the description given by the relevant manufacturer of the performance and functionality of its product, provided that Prodec shall take reasonable steps to satisfy itself that the relevant item performs in accordance with the manufacturer’s description and it is suited to the purpose for which Prodec intends it to be used. Prodec’s sole responsibility shall be use of reasonable skill and care in supplying such products and to use reasonable efforts to resolve any problem caused by the non-compliance with any manufacturer’s description by liaising with the relevant manufacturer. Other than the foregoing, Prodec does not give any warranties, terms, conditions or representations (whether express or implied) in respect of any software or hardware provided by Prodec as part of the Trial and the implied terms of satisfactory quality and fitness for purpose are hereby excluded.

5.6 It is agreed by the Parties that the above outlines Prodec’s limitation of liability. It is further agreed that if Customer wishes or requires the limits to be higher than the above Customer will maintain adequate business interruption insurance for the duration of Trial.

5.7 This clause 5 shall survive and continue to be in effect after the Trial has been terminated.

 

6. Confidentiality

6.1 Prodec and Customer shall keep confidential any Confidential Information of the other obtained under or in connection with the Agreement and shall not divulge the same to any third party without the consent in writing of the other Party.

6.2 “Confidential Information” means any information disclosed to it by the other Party, concerning the terms of this Agreement, the business affairs of the other Party, or of any member of the group of companies to which the other Party belongs, including (but not limited to) information relating to a Party’s or group member’s operations, forecasts, processes, plans, data, materials, strategies, product information, know-how, sales and marketing activities, customers, clients or suppliers, prospective customers, prospective clients or prospective suppliers, designs, trade secrets, software and/or market opportunities.

6.3 The provisions of this clause 6 shall not apply to:

6.4 Any information in the public domain otherwise than by breach of the Agreement;

6.5 Information in the possession of the receiving Party thereof before divulgence as aforesaid;

6.6 Information obtained from a third party who is free to divulge the same.

6.7 Prodec and Customer shall divulge Confidential Information only to those employees who are directly involved in the Trial and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.

 

7. Data Protection

7.1 Each Party will comply with its obligations under the Data Protection Act 2018 and subsequent legislation (including without limitation the General Data Protection Regulation 2016/679/EU) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable any guidance and codes of practice issued by the UK Information Commissioner or any other relevant supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction (“Applicable Data Protection Law”) and each Party shall not do or omit to do any act which may cause the other party to breach Applicable Data Protection Law.

7.2 In accordance with the definitions under the current Data Protection Law, when Prodec acts as the Controller Prodec shall act in accordance with its Privacy Statement available at https://www.prodec.co.uk/privacy-and-cookies/.

 

8. Governing Law

8.1 This Agreement and any disputes or claims arising out of or in connection with it or the Trial are governed by, and construed in accordance with, the law of England.

8.2 The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or the Trial or formation (including non-contractual disputes or claims).

 

9. Variation of Terms

9.1 Prodec may revise these Terms from time to time by changing them on Prodec’s website. By agreeing to participate in the Trial the Customer accepts these Terms and agrees to be bound by them.