Cloud PBX Terms and Conditions

Cloud PBX terms on or after 24 Nov 2021:

These terms apply to any Customer who has purchased the Cloud PBX services on or after 24 November 2021. If you signed up to Cloud PBX before Nov 24, 2021, these are your relevant Terms and conditions. 

1. These specific terms and conditions apply in addition to the Business Broadband Terms and Conditions and any other specific terms and conditions that may be applicable to a User under your Account (together, the Applicable Terms and Conditions).
2. These specific terms and conditions will prevail in the case of inconsistency with the Applicable Terms and Conditions.
3. Unless stated otherwise, capitalised terms have the same meaning given to them in the Applicable Terms and Conditions.
4. Definitions: ’Cloud PBX’ means 2degrees’ private branch exchange (PBX) service, being a business telephony system hosted in the cloud delivered to your internet protocol phone (“IP Phone”) or if Business Premium can select to be - via your computer or mobile devices or applications (“MaX UC softphone”) (together, PBX Phones). Your Cloud PBX users (Users and each a User) will be provided with a fixed landline phone number. 
5. Eligibility: To be eligible to purchase Cloud PBX, you will:
   1. unless 2degrees agrees with you otherwise, have at least one Business Plus User or one Business Premium User (as referred to in clause 8), but you may not have more than 10 Users per site if you have a VDSL connection or 50 Users per site if you have a fibre connection;
   2. if requiring physical hardware, lease all IP Phones and hardware necessary to establish your Cloud PBX, including but not limited to switches (Hardware), and purchase any applications or Services related to the provision of Cloud PBX, from 2degrees, and provide all related hardware not provided by 2degrees for Cloud PBX to be provisioned; and
   3. have compatible browser/operating systems to support the 2degrees Cloud PBX portal through which your Administrators may make changes (Portal).

6. Use: You may not use Cloud PBX for the following purposes:
   1. continuous call-forwarding;
   2. operating businesses with high volumes of calls, like contact centres; or
   3. auto-dialling;
   4. if a Business Premium User (which includes the MaX UC softphone functionality),  any further purposes set out in the Metaswitch MaX UC end user license agreement (EULA). including not intended, designed or fit for access to emergency services.

7. Applying for Cloud PBX: You may apply for Cloud PBX by contacting a member of our business sales team. Cloud PBX will be provided to you for a term of either 24 months or 36 months from the date of activation (Term). You will select the Term when you complete your application with a 2degrees business sales consultant.
8. Users: 2degrees offers up to three different kinds of Users, being Business Standard, Business Plus and Business Premium. These Users can add the features indicated below (at your additional cost):
   1. 1. Easy Attendant Add-On: allows you to have menu which routes calls to different numbers;
      2. Premium Attendant Add-On: allows you to have a more complex menu which routes calls to different numbers (with more options as compared to Easy Attendant); and
      3. NZ and Aussie Calling Add-On: functionality that will allow you to make calls to Australia and New Zealand for a fixed monthly charge, rather than being chargeable on the basis of standard 2degrees standard fixed calling rates quoted to you when you purchase your Cloud PBX.
         We reserve the right to add or delete functionality of your Cloud PBX from time to time. We will notify you in advance prior to making any materially adverse changes to your Cloud PBX functionality or for any additional Charges payable by you which are applicable to new functionality.

9. Our Responsibilities:
   1. 2degrees will be responsible for:
      1. using reasonable efforts to provide the Cloud PBX in accordance with the product specifications;
      2. providing you with IP Phones and Hardware (if requiring physical deskphones);
      3. providing you with basic initial installation Services related to Cloud PBX, including the initial installation of the Hardware, the connecting and testing of the IP Phones and broadband modem switchover (if requiring physical deskphones);
      4. providing you with access to the Portal;
      5. (where necessary) conducting site audits in relation to your site and facility requirements;
      6. assisting you, if requested by you when you apply for your Cloud PBX, to select the features for your Cloud PBX;
      7. providing and configuring phone numbers, User profiles, site-packages and other additional features;
      8. providing you with introductory training material relating to your use of the PBX Phones, excluding the use of the Portal (and further training material or training Services may incur additional one-off Charges); and
      9. maintaining the operation of the Portal, IP Phones and router(s), and assisting you to troubleshoot issues that may arise, including in relation to the use of the Power over Ethernet (POE) switches (if provided), however we will not be responsible for resolving such issues in relation to the POE switches.
   2. We do not warrant that your Cloud PBX will be continuously available, fault-free or fit for a particular purpose. We do not warrant that your equipment (being any third party equipment, or your own equipment, that you use or intend to use in connection with your Cloud PBX or the 2degrees Network) will be compatible with or support your use of your Cloud PBX or any other Services we or others may provide you. If any of your equipment does not work properly you need to contact the supplier or manufacturer of that equipment for assistance. To the extent permitted by law, all warranties and conditions that are not expressly set out in this Agreement are excluded.

10. Your Responsibilities:
    1. You will be responsible for:
       • any further installation services required to provide your Cloud PBX which are not provided by 2degrees in accordance with clause 9(a)(iii);
       • providing us with access to all sites and networks necessary for us to be able to provide the Services;
       • ordering, arranging and paying for any further installation work, sit surveys, Hardware or cabling required, and the maintenance of this;
       • providing a suitable environment for network terminating equipment as articulated in the product specifications made available to you, such as line network equipment or media converter/network terminating equipment in accordance with standard industry practice;
       • providing your own internal IT network (excluding Cloud PBX and your 2degrees Business Broadband plan);
       • optimising your internal network and data connections for voice services so your connection can convey 110Kbps of uncongested upstream and downstream bandwidth per voice call;
       • providing a network administrator to connect your located network equipment with the Local Area Network (LAN);
       • the security of your LAN and use of the Portal (if applicable);
       • making changes to your Cloud PBX, except any changes that cannot be affected via the Portal which you request from 2degrees;
       • any changes required to your internal network, including any related charges; and
       • use of your Cloud PBX and all Hardware by any other person or third party, whether authorised by you or not, and you must ensure that all such users also meet your responsibilities under this Agreement.
       • If you are a Business Premium User (which includes the MaX UC Softphone functionality), installation of Metaswitch UC App and any applications necessary for Cloud PBX.
       • All data charges associated with the use of the Cloud PBX service on PCs/mobile devices.
       • if a Business Premium User, (which includes the MaX UC Softphone functionality) you will be responsible for the provision of any PCs and mobile to Users.
       • if a Business Premium User, (which includes MaX UC Softphone functionality) you agree to comply (and ensure all Users comply) with the Metaswitch MaX UC EULA max-uc-eula.pdf (metaswitch.com), and any additional user guides for the Cloud PBX service.
       • If you are a Business Premium User (which includes the MaX UC Softphone functionality), you agree to comply (and ensure all Users comply) with the notice at Appendix 1 – AVC Patent
    2. Changes you and your Users can make to your Cloud PBX via the Portal, and all other changes you request (such as but not limited to number blocking, professional recordings or configuring new calling groups), will be chargeable on the basis set out in the product specifications and in accordance with the Applicable Terms and Conditions. You acknowledge that further Users, Hardware, training, site surveys and installation Services may be required during the Term, including in the event you intend to change your premises, and we will notify you of these requirements and all associated Charges as they arise. If you ask us to, we can make changes to your Cloud PBX via the Portal on your behalf and charges will apply as set out in the product specifications provided to you (including for any phone calls to Business Support relating to such requests).
    3. If you are a Business Premium User (which includes the MaX UC softphone functionality),  it is your responsibility that where necessary all employees’ (or other users) authority has been obtained for the purposes of processing any of their personal information as agreed in the Metaswitch EULA, in our Privacy Policy or as set out below:
       1. In order to provide the services including investigate issues related to the MaX UC softphone and improvement of the services, we may collect and/or provide to Metaswitch:
          • Personal data. your IP Address, telephone number, and usernames as provided to the Metaswitch UC App, as well as your IP Address, user avatar, and usernames.
          • User communications. about problems you experience, including details from feedback reports you have sent via the Apps, emails or other communications between you and us.
          • Log information. may provide data relating to your usage of and interaction with the Apps, including computer or mobile device and connection information, hardware information for devices using the product, device capability, bandwidth, wireless carrier and other communication data.
          • Traffic data. may provide data processed for the purpose of the conveyance of the Metaswitch UC App communication, the duration of the call, the telephone number calling, video data and the telephone number called.
          • Contacts and Related Data. If you provide us with the list of your contacts and related data, such as names, telephone numbers and/or email addresses of phone contacts, and the usernames, IP-addresses, log information, and avatars of meeting attendees.
          • This information may include your Service Set Identifier (SSID), location data, International Mobile Station Equipment Identity (IMEI), directory number (DN) and other additional information about your usage.
            Metaswitch may collect or process additional non personal data as set out in their EULA.

11. Installation: You acknowledge that the supply of our installation Services under clause 9(a)(iii) may be delayed:
    1. in the event further work, hardware and/or cabling are required which you will be responsible for; or
    2. by any events outside of our control as referred to in the “Force Majeure” provision of our Business Terms and Conditions.
12. IP Phones and Hardware (if required):
    1. You must:
       1. only use IP Phones and the Hardware for your use of Cloud PBX in accordance with our instructions and you must not modify, tamper with, reconfigure or otherwise interfere with the IP Phones or the Hardware;
       2. take reasonable care of IP Phones and Hardware and provide adequate and suitable space, power supply and environment for all IP Phones and Hardware used in connection with your Cloud PBX and/or located on your premises; and
       3. return IP Phones and Hardware to us no later than 10 Business Days after the related Cloud PBX is terminated or expires.
    2. We may charge you for the full replacement cost of IP Phones and Hardware not returned in accordance with clause 12(a)(iii) and/or for the repair or replacement costs of IP Phones or Hardware that are lost, stolen or damaged, except you will not be liable for any fair wear and tear.
    3. Title and ownership in IP Phones and Hardware remains with us (or our third party suppliers) at all times and, except as expressly provided in these Terms and Conditions, no other rights in or to the IP Phones are transferred or granted to you.
    4. With respect to all IP Phones and Hardware supplied to you, you:
       1. grant us a security interest (as defined in the Personal Property Securities Act 1999 (PPSA)) in all IP Phones and Hardware (the Secured Property) as security for payment of all Charges by you and for the performance by you of all your other obligations to 2degrees;
       2. agree to do anything that we require (including signing any documents) and to promptly give us all assistance and information as we may request to ensure that we have a perfected first ranking security interest in all Secured Property (and the proceeds thereof);
       3. agree to waive your right to receive a copy of any verification statement under section 148 of the PPSA; and
       4. agree that, to the maximum extent permitted by law, you have no rights under sections 114(1) (a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133 and 134 of the PPSA.

13. Faults:
    1. Cloud PBX Faults: If you experience a fault in your Cloud PBX or our Services, you must report it to us and we will investigate within a reasonable period of time. You acknowledge and agree that, in order to investigate the fault, we may require access to your network, and/or premises. If, following our reasonable investigation, no fault is found in the Services you may be required to pay a Charge in relation to this assistance. If a fault is found, we will remedy it as soon as reasonably practicable.
    2.  IP Phone or Hardware Faults: We will remedy any faults in IP Phones or Hardware provided. If you notify us that you consider Hardware we have provided to you is defective, we will assist you (at our reasonable cost) to return the Hardware to us for testing and if we:
       1. diagnose the Hardware as being defective; or
       2. corroborate a defective diagnosis relating to your Hardware provided by a third party; and
       3. your use of the IP Phones or the Hardware (as applicable) has been in accordance with these Terms and Conditions;
          
          then we will provide you with replacement Hardware. If the defective Hardware is not returned to us within 10 Business Days, Charges may apply. If we do not diagnose any defects, or the defects relate to damage caused to the Hardware while in your possession, we will provide you with replacement Hardware and invoice you for all Charges relating to that replacement Hardware.
    3. Responsibility: We are not responsible for remedying any faults caused by, or in relation to:
       1. any of your equipment, software or other products that are used in connection with your Cloud PBX not supplied by 2degrees; or
       2. any actions taken by your users or third parties who use your Cloud PBX or any PBX Phone, including (but not limited to) configuration or feature changes made by them.
          Any additional support requested by you in relation to a fault will be chargeable on a time and materials basis as may be agreed with you in advance.

14. Charges:
    1. The monthly Charges payable by you during the Term for your Cloud PBX will be determined based on the number and type of Users having access to your Cloud PBX and the length of the Term selected.
    2. The Charges will be notified to you by a member of our business sales team when you apply for your Cloud PBX and will be set out in your application form.
    3. All calls made from a User’s PBX Phone are chargeable as fixed line calls based on the rates quoted to you (except in relation to New Zealand and Australia if you have purchased the NZ and Aussie Calling Add-On functionality referred to in clause 8(a)(iii)). If you select the Calling Pack add-on feature, the monthly Charge including calls to local, national and mobile numbers in New Zealand and Australia will be zero-rated. If this feature is not selected, Charges will be payable on a per-minute basis and International calls will also be chargeable on a per-minute basis.
    4. Additional Charges for one-off additional Services, (such as for additional site surveys, cabling, training, installation, replacement Hardware, no-Fault found charges, Downgrade and Replacement Charges), may apply and be payable by you (regardless of whether you are the site owner) in addition to the monthly Charges. These Charges will be notified to you when you apply for Cloud PBX, or during the Term as they may arise and will be added to your monthly invoice. Charges for site surveys we conduct will be payable by you even if you decide not to purchase Cloud PBX. If you are not the site owner, you will provide us with contact details for the owner so that consent can be gained by local fibre companies for the purposes of installing data connections.

15. Downgrade and Replacement Charges:
    1. If you wish to:
       1. downgrade any of your Users during the Term to any status with less functionality; or
       2. replace and downgrade any of your IP Phones during the Term,
          you will pay us a one-off Charge at the time of each such downgrade calculated as the previous monthly Charges less the new monthly Charges multiplied by the months (including part-months) remaining and further multiplied by 50%.
    2. If any additional subsidies or credits were provided to you in relation to your Cloud PBX, these must be repaid to 2degrees, calculated on a pro-rata basis for months remaining in the Term.
    3. If you apply for 5 or more Users as part of your Cloud PBX and you reduce the number of your Users to below 5, from the date on which the change is implemented we reserve the right to charge you additional monthly Charges for the remainder of the Term in relation to the basic installation Services (if initially provided as part of your Cloud PBX).

16. Cooling Off period: You or we may, within 10 Business Days of you signing your application form (“Cooling Off Period”), cancel your Cloud PBX immediately on notice without incurring Early Termination Charges. Such cancellation will not relieve you of your obligation to pay one-off Charges relating to installation and site survey(s) if such site survey(s) has/have been conducted.
17. Our Termination:
    1. If a Business Premium User (which includes the MaX UC softphone functionality), we may terminate this service (or any part thereof) if Metaswitch terminates any end user agreement with you.
    2. We can terminate the provision of this service (or any part thereof) to you with 30 days written notice if a third party, does anything that prevents us from supplying the service to you.

18 Your Cancellation:

Following the Cooling Off Period, if you cancel your Cloud PBX at any time during the Term (including by terminating your Account with us), you will:

1. be liable for and pay us a one-off early termination Charge being an amount equivalent to the combination of:
   1. 40% of all remaining Charges (including remaining Charges relating to Hardware) payable by you during the Term based on your Cloud PBX and additional features being consumed by you prior to your nominated date of cancellation; and
   2. any waived installation Charges, or discounts or credits applied to your Account, during the Term.
2. cease using the Cloud PBX service immediately on your nominated date of cancellation; and
3. return all Hardware to us in accordance with clause 12(a)(iii).

18. Music on Hold
    
    You are responsible for:

1. 1. obtaining all licences and consents for any Music on Hold recordings you wish to use with your Cloud PBX Service, details on obtaining licences can be found here: www.onemusicnz.com; and
   2. backing up your Music on Hold recordings.

 

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APPENDIX 1 – AVC PATENT LICENSE

 

THIS PRODUCT IS LICENSED UNDER THE

AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL USE OF A

CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE

REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE

AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO

THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL

ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER

LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR

SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL

INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE

HTTP://WWW.MPEGLA.COM

 

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Cloud PBX terms prior to 24 Nov 2021:

These terms apply to any Customer who has purchased the Cloud PBX services prior to 24 November 2021.

1. These specific terms and conditions apply in addition to the Business Terms and Conditions and any other specific terms and conditions that may be applicable to a User under your Account (together, the Applicable Terms and Conditions).
2. These specific terms and conditions will prevail in the case of inconsistency with the Applicable Terms and Conditions.
3. Unless stated otherwise, capitalised terms have the same meaning given to them in the Applicable Terms and Conditions.
4. Definitions: ’Cloud PBX’ means 2degrees’ private branch exchange (PBX) service, being a business telephony system hosted in the cloud delivered over your internet protocol phone or via other devices or applications (together, PBX Phones). Your Cloud PBX users (Users and each a User) will be provided with a fixed landline phone number. 
5. Eligibility: To be eligible to purchase Cloud PBX, you will:
   1. consume a 2degrees Business Broadband plan (either 200GB or Unlimited data) on a VDSL or a fibre connection;
   2. have at least one Business Plus User or one Business Premium User (as referred to in clause 8), but you may not have more than 10 Users per site if you have a VDSL connection or 20 Users per site if you have a fibre connection;
   3. lease all PBX Phones and hardware necessary to establish your Cloud PBX, including but not limited to switches (Hardware), and purchase any applications or Services related to the provision of Cloud PBX, from 2degrees, and provide all related hardware not provided by 2degrees for Cloud PBX to be provisioned; and
   4. have compatible browser/operating systems to support the 2degrees Cloud PBX portal through which your Administrators may make changes (Portal).

6. Use: You may not use Cloud PBX for the following purposes:
   1. continuous call-forwarding;
   2. operating businesses with high volumes of calls, like contact centres; or
   3. auto-dialling;

7. Applying for Cloud PBX: You may apply for Cloud PBX by contacting a member of our business sales team. Cloud PBX will be provided to you for a term of either 24 months or 36 months from the date of activation (Term). You will select the Term when you complete your application with a 2degrees business sales consultant.
8. Users: 2degrees offers up to three different kinds of Users, being Business Standard, Business Plus and Business Premium. These Users will have the benefit of the features indicated below:
   1. 1. Easy Attendant: allows you to have menu which routes calls to different numbers;
      2. Premium Attendant: allows you to have a more complex menu which routes calls to different numbers (with more options as compared to Easy Attendant); and
      3. NZ and Aussie Calling Add-On: functionality that will allow you to make calls to Australia and New Zealand for a fixed monthly charge, rather than being chargeable on the basis of standard 2degrees standard fixed calling rates quoted to you when you purchase your Cloud PBX.
         We reserve the right to add or delete functionality of your Cloud PBX from time to time. We will notify you in advance prior to making any materially adverse changes to your Cloud PBX functionality or for any additional Charges payable by you which are applicable to new functionality.

9. Our Responsibilities:
   1. 2degrees will be responsible for:
      1. using reasonable efforts to provide the Cloud PBX in accordance with the product specifications;
      2. providing you with PBX Phones and Hardware;
      3. providing you with basic initial installation Services related to Cloud PBX, including the initial installation of the Hardware, the connecting and testing of the PBX Phone and broadband modem switchover;
      4. providing you with access to the Portal;
      5. (where necessary) conducting site audits in relation to your site and facility requirements;
      6. assisting you, if requested by you when you apply for your Cloud PBX, to select the features for your Cloud PBX;
      7. providing and configuring phone numbers, User profiles, site-packages and other additional features;
      8. providing you with introductory training material relating to your use of the PBX Phones, excluding the use of the Portal (and further training material or training Services may incur additional one-off Charges); and
      9. maintaining the operation of the Portal, PBX Phones and router(s), and assisting you to troubleshoot issues that may arise, including in relation to the use of the Power over Ethernet (POE) switches (if provided), however we will not be responsible for resolving such issues in relation to the POE switches.
   2. We do not warrant that your Cloud PBX will be continuously available, fault-free or fit for a particular purpose. We do not warrant that your equipment (being any third party equipment, or your own equipment, that you use or intend to use in connection with your Cloud PBX or the 2degrees Network) will be compatible with or support your use of your Cloud PBX or any other Services we or others may provide you. If any of your equipment does not work properly you need to contact the supplier or manufacturer of that equipment for assistance. To the extent permitted by law, all warranties and conditions that are not expressly set out in this Agreement are excluded.

10. Your Responsibilities:
    1. You will be responsible for:
       1. any further installation services required to provide your Cloud PBX which are not provided by 2degrees in accordance with clause 9(a)(iii);
       2. providing us with access to all sites and networks necessary for us to be able to provide the Services;
       3. ordering, arranging and paying for any further installation work, sit surveys, Hardware or cabling required, and the maintenance of this;
       4. providing a suitable environment for network terminating equipment as articulated in the product specifications made available to you, such as line network equipment or media converter/network terminating equipment in accordance with standard industry practice;
       5. providing your own internal IT network (excluding Cloud PBX and your 2degrees Business Broadband plan);
       6. optimising your internal network and data connections for voice services so your connection can convey 110Kbps of uncongested upstream and downstream bandwidth per voice call;
       7. providing a network administrator to connect your located network equipment with the Local Area Network (LAN);
       8. the security of your LAN and use of the Portal (if applicable);
       9. making changes to your Cloud PBX, except any changes that cannot be affected via the Portal which you request from 2degrees;
       10. any changes required to your internal network, including any related charges; and
       11. use of your Cloud PBX and all Hardware by any other person or third party, whether authorised by you or not, and you must ensure that all such users also meet your responsibilities under this Agreement.
       12. Changes you and your Users can make to your Cloud PBX via the Portal, and all other changes you request (such as but not limited to number blocking, professional recordings or configuring new calling groups), will be chargeable on the basis set out in the product specifications and in accordance with the Applicable Terms and Conditions. You acknowledge that further Users, Hardware, training, site surveys and installation Services may be required during the Term, including in the event you intend to change your premises, and we will notify you of these requirements and all associated Charges as they arise. If you ask us to, we can make changes to your Cloud PBX via the Portal on your behalf and charges will apply as set out in the product specifications provided to you (including for any phone calls to Business Support relating to such requests).

11. Installation: You acknowledge that the supply of our installation Services to under clause 9(a)(iii) may be delayed:
    1. in the event further work, hardware and/or cabling are required which you will be responsible for; or
    2. by any events outside of our control as referred to in the “Force Majeure” provision of our Business Terms and Conditions.

12. PBX Phones and Hardware:
    1. You must:
       1. only use PBX Phones and the Hardware for your use of Cloud PBX in accordance with our instructions and you must not modify, tamper with, reconfigure or otherwise interfere with the PBX Phones or the Hardware;
       2. take reasonable care of PBX Phones and Hardware and provide adequate and suitable space, power supply and environment for all PBX Phones and Hardware used in connection with your Cloud PBX and/or located on your premises; and
       3. return PBX Phones and Hardware to us no later than 10 Business Days after the related Cloud PBX is terminated or expires.
    2. We may charge you for the full replacement cost of PBX Phones and Hardware not returned in accordance with clause 12(a)(iii) and/or for the repair or replacement costs of PBX Phones or Hardware that are lost, stolen or damaged, except you will not be liable for any fair wear and tear.
    3. Title and ownership in PBX Phones and Hardware remains with us (or our third party suppliers) at all times and, except as expressly provided in these Terms and Conditions, no other rights in or to the PBX Phones are transferred or granted to you.
    4. With respect to all PBX Phones and Hardware supplied to you, you:
       1. grant us a security interest (as defined in the Personal Property Securities Act 1999 (PPSA)) in all PBX Phones and Hardware (the Secured Property) as security for payment of all Charges by you and for the performance by you of all your other obligations to 2degrees;
       2. agree to do anything that we require (including signing any documents) and to promptly give us all assistance and information as we may request to ensure that we have a perfected first ranking security interest in all Secured Property (and the proceeds thereof);
       3. agree to waive your right to receive a copy of any verification statement under section 148 of the PPSA; and
       4. agree that, to the maximum extent permitted by law, you have no rights under sections 114(1) (a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133 and 134 of the PPSA.

13. Faults:
    1. Cloud PBX Faults: If you experience a fault in your Cloud PBX or our Services, you must report it to us and we will investigate within a reasonable period of time. You acknowledge and agree that, in order to investigate the fault, we may require access to your network, and/or premises. If, following our reasonable investigation, no fault is found in the Services you may be required to pay a Charge in relation to this assistance. If a fault is found, we will remedy it as soon as reasonably practicable.
    2. PBX Phone or Hardware Faults: We will remedy any faults in PBX Phones or Hardware provided that. If you notify us that you consider Hardware we have provided to you is defective, we will assist you (at our reasonable cost) to return the Hardware to us for testing and if we:
       1. diagnose the Hardware as being defective; or
       2. corroborate a defective diagnosis relating to your Hardware provided by a third party; and
       3. your use of the PBX Phones or the Hardware (as applicable) has been in accordance with these Terms and Conditions;
          then we will provide you with replacement Hardware. If the defective Hardware is not returned to us within 10 Business Days, Charges may apply. If we do not diagnose any defects, or the defects relate to damage caused to the Hardware while in your possession, we will provide you with replacement Hardware and invoice you for all Charges relating to that replacement Hardware.
    3. Responsibility: We are not responsible for remedying any faults caused by, or in relation to:
       1. any of your equipment, software or other products that are used in connection with your Cloud PBX not supplied by 2degrees; or
       2. any actions taken by your users or third parties who use your Cloud PBX or any PBX Phone, including (but not limited to) configuration or feature changes made by them.
          Any additional support requested by you in relation to fault will be chargeable on a time and materials basis as may be agreed with you in advance.

14. Charges:
    1. The monthly Charges payable by you during the Term for your Cloud PBX will be determined based on the number and type of Users having access to your Cloud PBX and the length of the Term selected.
    2. The Charges will be notified to you by a member of our business sales team when you apply for your Cloud PBX and will be set out in your application form.
    3. All calls made from a User’s PBX Phone are chargeable as fixed line calls based on the rates quoted to you (except in relation to New Zealand and Australia if you have purchased the NZ and Aussie Calling Add-On functionality referred to in clause 8(d)(iii)). If you select the Calling Pack add-on feature, the monthly Charge including calls to local, national and mobile numbers in New Zealand and Australia will be zero-rated. If this feature is not selected, Charges will be payable on a per-minute basis. International calls will also be chargeable on a per-minute basis (excluding Australia).
    4. Additional Charges for one-off additional Services, (such as for additional site surveys, cabling, training, installation, replacement Hardware, no-Fault found charges, Downgrade and Replacement Charges), may apply and be payable by you (regardless of whether you are the site owner) in addition to the monthly Charges. These Charges will be notified to you when you apply for Cloud PBX, or during the Term as they may arise and will be added to your monthly invoice. Charges for site surveys we conduct will be payable by you even if you decide not to purchase Cloud PBX. If you are not the site owner, you will provide us with contact details for the owner so that consent can be gained by local fibre companies for the purposes of installing data connections.

15. Downgrade and Replacement Charges:
    1. If you wish to:
       1. downgrade any of your Users during the Term to any status with less functionality; or
       2. replace and downgrade any of your PBX Phones during the Term,
          you will pay us a one-off Charge at the time of each such downgrade calculated as the previous monthly Charges less the new monthly Charges multiplied by the months (including part-months) remaining and further multiplied by 50%.
    2. If any additional subsidies or credits were provided to you in relation to your Cloud PBX, these must be repaid to 2degrees, calculated on a pro-rata basis for months remaining in the Term.
    3. If you apply for 5 or more Users as part of your Cloud PBX and you reduce the number of your Users to below 5, from the date on which the change is implemented we reserve the right to charge you additional monthly Charges for the remainder of the Term in relation to the basic installation Services initially provided as part of your Cloud PBX.

16. Cooling Off period: You or we may, within 10 Business Days of you signing your application form (“Cooling Off Period”), cancel your Cloud PBX immediately on notice without incurring Early Termination Charges. Such cancellation will not relieve you of your obligation to pay one-off Charges relating to installation and site survey(s) if such site survey(s) has/have been conducted.
17. Cancellation: Following the Cooling Off Period, if you cancel your Cloud PBX at any time during the Term (including by terminating your Account with us), you will:
    1. be liable for and pay us a one-off early termination Charge being an amount equivalent to the combination of:
       1. 40% of all remaining Charges (including remaining Charges relating to Hardware) payable by you during the Term based on your Cloud PBX and additional features being consumed by you prior to your nominated date of cancellation; and
       2. any waived installation Charges, or discounts or credits applied to your Account, during the Term.
    2. cease using the Cloud PBX service immediately on your nominated date of cancellation; and
    3. return all Hardware to us in accordance with clause 12(a)(iii).

18. Music on Hold
    You are responsible for:
    1. obtaining all licences and consents for any Music on Hold recordings you wish to use with your Cloud PBX Service, details on obtaining licences can be found here: www.onemusicnz.com; and
    2. backing up your Music on Hold recordings.