1. Parties to Agreement
   • The will be between FlexOn Ltd known hereunder as FlexOn and the customer known hereunder as the client.

2. Payment
   • Set up fees will normally be payable 30 days from the date of invoice.
   • Set up fees will be refundable only in the event that FlexOn fails to provide the service as agreed by the date agreed.
   • FlexOn commits to provide services as agreed in writing or verbally only upon receipt of set-up fees.
   • Rentals and license fees will be payable 30 days from the date of invoice.
   • Transaction fees will be payable 30 days from the date of invoice in order that service is to be maintained.
   • Charges are payable without deduction or set off in accordance with the terms above. Failure to adhere to payment terms may result in FlexOn suspending the client’s service.
   • Failure by the Client to pay any charges in accordance with the contract agreement shall entitle FlexOn without prejudice to its other rights and remedies to suspend, disconnect or terminate the provision of the Services if the Client failed to remedy its payment. If this is necessary the normal monthly rental and licence fee may continue to be charged during any period of disconnection. Clients will be charged a fee of £50, subject to VAT for reconnection to FlexOn Services. Payment of outstanding charges due will be required in advance before reconnection.
   • FlexOn may make backdated claims for amounts outstanding from a previous Billing Period that were not previously invoiced for technical or other reasons. Any backdated claims must be made within twelve months of the date that the FlexOn services were rendered.
   • FlexOn reserves the right to charge statutory interest of 8% plus the Bank of England base rate and compensation for debt recovery costs in accordance with the Late Payment legislation on overdue payments

3. Continuity of service
   • FlexOn aims to provide the client with 100% availability of service. FlexOn will, however, accept no liability for loss of revenue, damage to business, or other problems encountered due to non-availability of service caused by any reason.
   • FlexOn will inform clients of any known periods of non-availability together with full reasons for non-availability.
   • In the unlikely event of scheduled downtime being required to upgrade services or equipment, FlexOn will only do this with full consent of the client and at a time when minimum inconvenience is caused to the client.
   • FlexOn will provide services to perform to agreed criteria, provided that realistic traffic predictions have been provided. Instances of failure to meet response agreements should be informed to FlexOn preferably in writing at the earliest opportunity.

4. Service Level Agreement

5. Service Level Agreement General terms and conditions
   • FlexOn will use all best endeavours to make the service available 24 hours a day, 7 days a week.
   • FlexOn provides a comprehensive support operation and services are hosted on resilient servers at up to three separate and independent geographic locations.
   • Fault response is graded according to criticality of fault and client Service Level Agreement.
   • Planned maintenance to the client’s service will only take place after prior notification to a client’s nominated representative and at hours that cause the minimum disruption to service. Planned maintenance will be accommodated within the Service Level Agreement.
   • FlexOn reserves the right at our discretion to charge a reasonable fee for reported faults requiring a significant amount of investigation that are as a result of misoperation or failure of clients premise or third party network termination equipment.
   • FlexOn will always charge a minimum of £100 for out of hours reported faults which are a result of misoperation or failure of client premise or third party network termination equipment.
   • Selfserve configuration changes are alterations to the service configuration that can be made through the FlexOn administration web site.
   • Changes to the service configuration that cannot be made through the selfserve mechanism are outside the scope of the Service Level Agreement and must be discussed with the clients’s account manager.
   • In the definitions below, “Inbound” calls and SMS are calls delivered to FlexOn’s service platform. “Outbound” calls and SMS are calls that are sent to a device or handset from FlexOn’s platform, either as a routing of inbound traffic, or as a notification.

6. Confidentiality and Data Protection

The parties agree and acknowledge that, in performing the Service, FlexOn acts as a data processor in relation to any personal data for and on behalf of the Client, who remains the data controller in relation to such personal data.

FlexOn shall: 

• • The parties agree and acknowledge that, in performing the Service, FlexOn acts as a data processor in relation to any personal data for and on behalf of the Customer, who remains the data controller in relation to such personal data.
  • process the personal data at all times and in accordance with the EC Directive 95/46/EC and solely for the purposes and in the manner specified by the Customer in writing, provided that Customer shall bear all costs incurred by such specifications. (FlexOn shall provide Client with a quotation of the corresponding additional costs charged to it).
  • implement appropriate technical and organizational measures to safeguard the personal data from unauthorized and unlawful processing or accidental loss, destruction or damage.
  • not divulge the personal data whether directly or indirectly to any person or otherwise without the prior consent of the Client, except as may be required by any law or regulation (especially, under EC Directive 97/66/CE and EC Directive 2006/24/EC) or upon any request of any Operators and/or any Regulatory bodies and/or State Authorities.
  • not process or transfer the personal data outside the country where the Client is located and the European Economic Area unless that country or territory ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data.
  • FlexOn and the Client shall, and shall ensure that its employees shall, both throughout the Term and thereafter for a period of 1 year, keep confidential the provisions of this Agreement together with all other information disclosed on a confidential basis by the other party hereunder and shall not disclose the same to any person except when acting under a court order or under a regulatory requirement. Unless otherwise specified in writing, all information regarding the performance of the FlexOn system or the services or the business affairs of the parties shall be regarded as confidential.

7. Cancellation
   • Other than for reasons in the above sections, and subject to the client’s contractual minimum term, FlexOn requires 30 days cancellation in writing before services are discontinued
   • Other than for reasons in the above sections, and subject to the client’s contractual minimum term FlexOn will give 30 days’ cancellation in writing before services are discontinued.
   • Upon cancellation, all rights to recordings, telephone numbers, e-mail addresses, web content and other resources that may be offered as part of the service revert to FlexOn.
   • The client should ensure that e-mail, fax, telephone and internet traffic is not forwarded to FlexOn addresses after the service has been terminated.