Legal

OPENTEL

PRODUCT SPECIFIC TERMS AND CONDITIONS – VOIP

THESE PRODUCT SPECIFIC TERMS AND CONDITIONS ARE CONCLUDED IN CONJUNCTION WITH THE OPENTEL GENERAL TERMS AND CONDITIONS AND APPLICABLE OPENTEL QUOTATION OR SERVICE ORDER FORM WHICH SHALL ALL BE READ AS ONE AGREEMENT. 

The Customer expressly acknowledges that any amendments effected by them to these General Terms and Conditions or any Service Order Form or Opentel Quotation shall not, under any circumstances be accepted, nor shall such amended General Terms and Conditions or applicable Service Order Form or Opentel Quotation establish any contractual relationship between the Parties unless such amendment is brought to the attention of Opentel and a duly authorised senior representative of Opentel signifies his or her acknowledgment and acceptance of the amendment by initialling alongside the amendment so effected by the Customer. 

1) DEFINITIONS AND INTERPRETATION

Capitalised terms not defined in these Product Specific Terms and Conditions shall have the same meaning as defined in the Opentel General Terms and Conditions;

Unless inconsistent with the context, the words and phrases set out below shall mean as follows:

• “Access Circuit” means a wired or wireless electronic network service installed at the Customer Premises over which data and voice is transmitted,
• “CLI” means Caller Line Identification;
• “Contended” means that multiple end-users are sharing the same network capacity;
• “Customer Owned Equipment” (“COE”) means hardware and its embedded software, systems, cabling and facilities provided by the Customer and used in conjunction with the Customer Premises Equipment (“CPE”) to receive the Service;
• “Internet Service“ means access to the internet provided by Opentel pursuant to its Internet Service terms and conditions;
• “ITU-T” means International Telecommunications Union – a body that sets international telecommunications standards;
• “PBX” means Private Branch Exchange – a private telephony system used within a company or organisation;
• “PoP” means Point of Presence and is a demarcation point, access point, or physical location at which 2 (two) or more networks or communication devices share a connection;
• “SIP” means Session Initiated Protocol and is a protocol used in VOIP communications which allows Users to make voice calls;
• “Uncontended” means a dedicated service;
• “User” means a Customer authorised end-user;
• “VOIP” means Voice Over Internet Protocol, a protocol used to convey voice calls over data network. Voice Over Internet Protocol is the transmission of voice over Internet Protocol networks.

2) SERVICE DESCRIPTION

Opentel agrees to provide the Customer with the Service in accordance with the Opentel Quotation or Service Order Form and General Terms and Conditions.

To ensure better quality of service, it is recommended that the Customer must order and retain for the duration of the Service Term the Opentel Internet Service for the Customer Premises for which the Service is ordered.

3) ACCURACY OF CUSTOMER INFORMATION

The Customer will provide Opentel with accurate and up-to-date information when completing an Opentel Quotation or Service Order Form, the pre-installation questionnaire and when the Customer contacts Opentel to report a suspected fault and is asked a set of standard structured questions. Failure to provide accurate information may lead to degraded service and prolonged service restoration times.

Opentel shall not be liable for any loss suffered because of the Customer’s failure to provide accurate information or any relevant facilities, which may lead to a delay in installation or service repair.

4) INSTALLATION

The Customer agrees to ensure that Opentel’s staff, affiliates or sub-contractors are given access to the Customer Premises to install the Access Circuit and any other Customer Premises Equipment (“CPE”). The Customer shall provide details of a contact person at the Customer Premises who will be present at the time of installation of the Access Circuit to answer any necessary questions regarding the Customer Premises, and to assist Opentel staff, affiliates or sub-contractors, where necessary.   

Opentel may provide the Customer with a responsibility document detailing the Customer Premises’ preparation requirements. The Customer is responsible for ensuring compliance with Opentel’s requirements set out therein.

The Customer is responsible for providing all internal cabling to connect the CPE. Opentel will perform a site survey to determine if such internal cabling can be provided by Opentel and the additional charges that would be applicable.   After installation, any internal cabling becomes part of the Customer’s own equipment.

In the case of multi-tenanted office buildings, a common entrance point for telecommunication providers is often demarcated. Any facilities and extra cabling necessary within the Customer Premises, the connection between the Telco entrance point and Customer's IP connection point, are not included in the provision of the Service and are the Customer's sole responsibility. The Customer must ensure that the IP router - if it is not provided by Opentel - and extra cabling are available when the Access Circuit is installed.

Each IP phone will be configured by Opentel in accordance with the Customer’s supplied information in respect of each User and shall be delivered to the Customer. Where the Customer orders “on-site installation” as part of the Service, Opentel will also test each IP phone at the Customer Premises and install each IP phone on the User’s desk, if required.

All installations will take place on Business Days and during Business Hours only.

5) ACCESS CIRCUIT

Unless otherwise agreed between the parties in writing, Opentel orders, configures and tests the Access Circuit on behalf of the Customer. The Customer is responsible for providing the necessary COE to connect its network to the CPE, and for ensuring that such COE is fully compatible with the CPE.

Opentel shall obtain the Access Circuit from an upstream provider.

Any extra cabling required to connect the Customer Premises, including but not limited to the connection between the upstream provider entrance point and the Customer’s IP connection point, is not included in the provision of the Service and is the sole responsibility of the Customer.

6) CUSTOMER OWNED EQUIPMENT (“COE”)

The Customer is responsible for obtaining, installing, configuring and maintaining all Customer Owned Equipment (“COE”) including, but not limited to gateways and firewalls, software, wiring, power sources, telephone connections and/or communications service necessary for inter-connection with the Opentel network or otherwise for use in conjunction with the Service.

The Customer is responsible for ensuring that such COE is compatible with Opentel’s requirements and continues to be compatible with subsequent revision levels of CPE, software and services.

Only Customer IP-PBXs certified by Opentel as compatible with the Opentel network can be supported. Opentel will conduct an interoperability test on such IP-PBXs to identify any service restrictions that will have to be taken into consideration when using the Service.

Opentel is not responsible for the availability, capacity and/or condition of any COE unless it was supplied by Opentel.

Unless expressly agreed to the contrary, the Customer is responsible for the operation and configuration of its own computer(s), local area or wide area networks.

If the Customer connects any COE to the Service the Customer will be liable for all damages if such connection causes any malfunction or failure to the Service or the equipment or software of Opentel, or any third party.

7) CUSTOMER PREMISES EQUIPMENT (“CPE”)

The Customer Premises Equipment (“CPE”) will be provided with a standard configuration in respect of the ordered Service. The Customer agrees to install the CPE according to Opentel’s instructions unless it is installed by Opentel at the Customer Premises during an on-site installation. 

If the Customer has elected to rent the CPE, then:

• The CPE shall remain the property of Opentel. At the end of the Service Term the CPE shall be returned to Opentel.  The costs of delivery and return of the CPE shall be for the account of the Customer.
• Risk of loss and/or damage to the CPE is transferred to the Customer on delivery of the CPE at the Customer Premises.
• The Customer must identify a suitable location for the CPE. The location must be dry, free from vibration and well ventilated.  Installation is only possible if the distance from the termination point of the Access Circuit and a 220V energy supply to the position of the CPE is not further than 2 (two) metres.
• In the event of failure of the CPE, Opentel will repair or replace (at Opentel’s discretion) the CPE where such failure is covered by the warranty of the original equipment manufacturer. Where the CPE is replaced, the Customer will return the original CPE to Opentel.
• The Customer accepts liability for any costs incurred by Opentel as a result of repair or replacement of CPE where the CPE failure was caused by the Customer’s use, misuse or changes to the CPE, other than changes expressly agreed to in writing between the parties. The Customer agrees to comply with Opentel’s instructions in relation to the replacement of CPE.
• If Opentel manages the CPE on behalf of the Customer, Opentel undertakes to retain the password and the version of configuration installed on the CPE. Responsibility for the IP configuration of the Service Configuration lies with Opentel. Opentel will only make changes to the configuration requested by Customer if it determines that such changes shall not have a detrimental effect on the Service. Opentel reserves the right to charge a separate installation fee for complex configurations.

 8) SERVICE PROVISIONING AND TESTING

The Customer must, if requested, complete a site survey to determine whether the Customer's network and facilities will support the provision of the Service. For Hosted PBX Services, the Customer may complete the site survey or request Opentel to carry out a site survey at the Customer's cost.

The Customer should, if requested, carry out a basic assessment on the Customer's LAN(s) (the "Basic LAN Assessment"), to confirm that the Service can be supported. If the LAN Assessment is delayed by the Customer, it may not be carried out until after acceptance of the Service Schedule. If Opentel then determines that the LAN Assessment results illustrate that the Service cannot be supported either party may terminate the Service without penalty except that the Customer will become liable for any termination charges incurred by Opentel as a result of the termination.

The Customer will provide Opentel and/or its subcontractor(s) with such assistance and information as reasonably required to provide the Service.

The Customer agrees to provide Opentel and its subcontractors and their respective employees and agents access to the Customer Premises where any Service is provided (including access to associated equipment) as necessary for Opentel and its subcontractors to provide the Service.

The Customer shall allow, authorise and cooperate with Opentel and/or its subcontractor(s) to perform the following:

• A follow-up site survey, where applicable, to further determine whether the Customer network and facilities will support the provision of the Service; and
• Any applicable pre-service testing on local service facilities; and
• Any other testing involving the provision of the Service, including, but not limited to, post-installation testing.

 9) CALL QUALITY

 10) DSL ACCESS CIRCUITS

DSL network technology is subject to contention managed by Telkom and is susceptible to various factors outside the control of Opentel. Due to the nature of the DSL Access Circuits, the Service can suffer from reduced call quality.

In the case of prolonged call quality issues, the Customer should order an upgrade or an alternative access technology as is available and feasible at the Customer’s premises. Any additional charges or costs associated with such an upgrade or migration are for the Customer’s account.

11) FIXED AND MOBILE WIRELESS SERVICES

The Customer acknowledges that fixed wireless technology is susceptible to atmospheric conditions, sometimes also in areas not visible at the Customer Premises. Due to the nature of the wireless Access Circuits, the Service can suffer from reduced call quality;

The Customer acknowledges that mobile network services are best effort services with no quality of service guarantees. Accordingly, voice services accessed over mobile network services may suffer from reduced call quality.

12) THIRD PARTY NETWORKS

The Customer acknowledges that a call’s quality is influenced by many factors outside the control of Opentel, such as (a) the network quality of the network operator of the other caller, (b) by the network quality of the transit provider or (c) factors local to the Customer or the other caller.

Opentel’s voice service can only be managed from the CPE to the point of interconnection with interconnect or transit networks. Opentel cannot be held responsible for degraded call quality where the cause of the degradation is not within the stated demarcation points.

13) NUMBERING 

Where Opentel allocates a geographic number or range(s) to a voice service provided pursuant to an Opentel Quotation or Service Order Form, the Customer shall be obliged to use the number(s) allocated in the geographic area to which it/they is/are allocated and may not be transferred between geographical regions as defined in the Numbering Regulations from time to time.

Should Opentel deem it reasonably necessary for any reason whatsoever to alter the telephone number or any other code or number which has been allocated to the Customer for the equipment, it shall be entitled to do so on 30 (thirty) days written notice to the Customer.

The Customer acknowledges that Opentel cannot present other licensed operators’ numbers as Caller Line Identification (“CLI”) on outbound voice calls, which is in accordance with local regulations.

Opentel assumes no liability for any losses incurred due to the Customer’s publishing of its network, based on local numbering plan regulations, Opentel is obliged to recycle numbers to ensure efficient use of the limited amount of numbers available. Numbers are placed in quarantine for a period of 90 (ninety) days before going back into circulation.  Should a Customer experience sporadic incoming calls related to the previous owner of the number, Opentel is under no obligation to change the number. 

14) ACTIVATION OF SERVICE

The Service shall commence on the Service Commencement Date.

In relation to the Opentel provided PBX Service, the Service shall commence:

In respect of purchase of the CPE from Opentel (which shall then become COE on delivery), the date on which Opentel confirms to the Customer that the equipment has been delivered to the Customer Premises, or, if earlier, where no confirmation is received by the Customer, no later than 5 (five) Business Days following the date of delivery; and/or

In respect of the Hosted PBX Service, (i) the Service Commencement Date or the date that the Customer first uses the Service, whichever occurs first.

15) CHARGES 

Charges shall be as set out in the Opentel Quotation or Service Order Form.

The Customer will receive 2 (two) invoices in respect of the Service. The invoices will be made up of the following:

• call termination Charges (where applicable) invoiced monthly, in arrears; and
• Concurrent call Charges and Managed Service Charges (where applicable) invoiced monthly, in advance; and
• Feature Charges, billed monthly, in arrears.
• In respect of IP-PBX Services, the invoices may include the following:
• Installation Charges or configuration Charges, as detailed in the Opentel Quotation or Service Order Form, which may be invoiced any time on or after the Service Activation Date; and
• Charges for the purchase of COE, which may be invoiced on or after the Service Activation Date; and
• Rental Charges, for the Service and/or CPE which may be invoiced monthly, in advance; and
• Professional Service Charges, as detailed in the Opentel Quotation or Service Order Form, and which may be invoiced on or after the Service Activation Date.
• All Charges shall be calculated by reference to data recorded or logged by Opentel, and not be reference to any data recorded or logged by the Customer, nor by reference to any information provided by Opentel to the Customer for information purposes only.

16) EMERGENCY CALLS

Emergency call routing and back-tracking can only be supported for calls from Customer Premises that are part of the Opentel Quotation or Service Order Form.

If the Customer relocates any of its IP Phones to another Customer Site, those IP Phones will always retain the original Customer Premises location in respect of outbound geographic call routing rules (including emergency call routing and backtracking), which may result in emergency services not reaching the intended recipient. The Customer acknowledges that it is the Customer's responsibility to inform its Users of this limitation. The Customer should notify Opentel of any permanent or long-term relocation of IP phones so that the outbound geographic call routing rules can be updated for the relocated IP phones.

Emergency call routing can only be supported for Customer Premises physically connected to the Opentel network.

The Customer is responsible for communicating the limitations in relation to emergency calling to the Users and the Customer indemnifies Opentel in respect of all losses, damages, costs or expenses arising out of a failure to comply with this clause 4.

17) CALLER LINE IDENTIFICATION 

The Customer shall ensure that COE is configured to present Caller Line Identification in line with the examples below, which comply with the Numbering Plan Regulations and the ITU-T Recommendations relating to the presentation of CLI, particularly ITU-T Recommendations E.164 and Q763.  

Examples of correct CLI display: “+27123456789” or “0123456789” 

Calls not displaying the correct CLI will be subject to higher call charges or blocked by upstream providers.

It is also forbidden for Customers to manipulate CLI. The number displayed should always be an Opentel assigned number or valid ported number.

18) NUMBER PORTING

Opentel is compliant with number porting regulations.  For an informational guide please go to the following URL: http://www.number-portability.co.za/porting-faqs.php. 

 19) SECURITY

The Customer acknowledges that the logical and physical security measures in relation to the Services are the sole responsibility of the Customer. The Customer agrees that Opentel will not be held liable for any losses arising out of security breaches of the Customer Services.

Without limiting the generality of aforesaid, the Customer is aware that voice over IP numbers are known targets for malicious access and abuse. Customer must take all reasonable precautions to protect the Service’s security from being breached by (amongst other things) assigning secure passwords, changing the passwords regularly and to take such necessary measures to properly secure the COE. Opentel will not be held liable for any losses arising out of voice Service accounts that have been compromised and Customer is liable for all calls made as a result of being compromised.

 20) DISCLAIMER

Opentel will in no event be liable for lost or interrupted data, messages, packets, or other information transmitted to or from third-party networks, if the loss or interruption takes place outside of the Opentel network.

 21) OPENTEL’S ACCEPTABLE USE POLICY 

The use of Opentel’s Services is subject to Opentel’s Acceptable Use Policy which can be found on its website https://www.opentel.co.za.  

 22) SIGNATURE CLAUSE

The Customer confirms their acceptance of these General Terms and Conditions by signing hereunder.

Signature:	XXXX
Full Name(s):
Designation of Signatory (if  Customer is a juristic entity):
Date of Signature:
Place of Signature: