Fire-IT 3CX Hosting and VoIP Services Agreement

This agreement applies to the 3CX phone system quoted on this proposal, which Fire-IT hosts. The edition, the number of simultaneous calls, the contract term, the monthly price and any once-off charges are the values shown on this proposal at the time of signing, and together with this proposal they form the agreement between you and Fire-IT (Pty) Ltd, registration number 2012/173035/07, VAT number 4610272165, of 36 Regency Dr, Route 21 Business Park, Centurion, Pretoria, Gauteng 0178. Fire-IT is a 3CX partner and resells the 3CX licence; the software is 3CX's and is used under 3CX's own licence terms. Fire-IT owns and operates the infrastructure the system runs on.

This agreement runs for a fixed term of twelve months from the date both parties sign it, unless this proposal states a different term, in which case that term applies. It does not renew automatically. A new agreement has to be signed to carry the service past the end of the term, and Fire-IT will come back to you before that date. If you cancel before the end of the term, the full outstanding balance for the remainder of the term becomes immediately due. That is not a penalty: 3CX invoices Fire-IT twelve months in advance for your licence, so the cost of the term is incurred on the day the system is built whether or not you keep it. You may increase the number of licences during the term, and you may upgrade to a higher edition. You may not reduce the number of licences or downgrade to a lower edition inside the term; either takes effect at the start of a new term.

You are buying the 3CX licence at the edition and simultaneous-call size shown on this proposal, and the hosting, monitoring, patching and support of the system that runs it on Fire-IT infrastructure. A phone system does not make a call on its own, and three things it needs are not supplied under this agreement. The SIP trunk that carries your calls to the public telephone network is supplied and billed by the carrier you take it from, not by Fire-IT. The call minutes that run over that trunk are billed by that same carrier, in arrears, on their published rates and on their measurement of your usage. The internet line at each of your sites is a separate service, quoted separately, and the phone system depends on it. Where any of those is quoted on this proposal it is a separate line with its own price, and where it is not quoted it is yours to arrange. Handsets, headsets, a session border controller, cabling and the work of installation are once-off items and are charged only where this proposal prices them.

Invoices are issued on the 25th of each month, in advance, for the following month's service. Fire-IT may suspend the service without further notice if payment remains outstanding more than 15 days after the invoice date, and suspension does not stop the monthly charge or shorten the term. Once-off charges are invoiced on completion of the work they cover.

If you do not pay an amount by its due date, that amount bears interest from the due date until it is paid, at 2% a month on the amount outstanding, which is a rate of 24% a year, and it is not compounded. Where the law sets a lower maximum rate for your account, that lower maximum applies instead. No separate penalty or late payment fee is payable. Interest, together with any fees and collection costs, stops accruing once it equals the unpaid capital that was owed when you first fell into default, and starts running again only once you have brought the account up to date. A failed debit order attracts an administration fee of R150 excluding VAT, plus the bank's charges; where the National Credit Act 34 of 2005 applies to your account, that fee and any collection costs are limited to the maximum that Act and its regulations allow. If an amount remains unpaid, Fire-IT may suspend the service until it is paid in full, and minimum charges continue while it is suspended. Fire-IT may also hand the account over for collection. Before Fire-IT reports any adverse information about you to a credit bureau it will give you at least 20 business days' written notice of its intention to do so, and it will not report the information if you pay the arrears within that period, if you have disputed the amount in writing on reasonable grounds, or if the debt has prescribed. Because those remedies require the person signing to be identifiable, Fire-IT records the identity or passport number of the signatory with the signature, and holds it for that purpose alone. These are the same rules as clause 5 of the Fire-IT Standard Terms and Conditions.

3CX prices and invoices its licences in United States dollars. The rand figure on this proposal is converted at the rate Fire-IT holds at the time of quoting, and Fire-IT may adjust the licence portion of your monthly charge in line with movements in the rand against the dollar, on reasonable written notice to you. Nothing else moves inside the term: the hosting charge, the support scope and the size of the system are fixed for the term at the values on this proposal. Fire-IT will not adjust for a movement it has already absorbed into the rate on this proposal.

Fire-IT hosts the system on Fire-IT infrastructure at the Teraco data centre in Johannesburg, a Tier III+ facility, behind a FortiGate firewall managed by Fire-IT. Your instance is dedicated to you and is not shared with another customer. Call recordings are archived off the phone system to Fire-IT archive storage, and 50 GB of that archive is included with the hosting. Where you record more than that holds, the extra archive is priced on this proposal, or quoted and provisioned when you ask for it. Backups of the phone system are kept on a rolling five-day cycle. Five days is a system-recovery window rather than a second copy of your recordings: you are advised to keep your own copies of recordings you are required to retain, and Fire-IT is not responsible for a recording once it has aged out of the archive you have.

Where you are moving existing numbers to this system, the port is a carrier process. Fire-IT lodges it and manages it, and the timing of it sits with your current provider rather than with Fire-IT. Two to four weeks is normal and Fire-IT cannot commit to a date. Your existing service keeps working until the port completes, and you remain liable to your current provider for it until you cancel it, which is yours to do. Any porting or cancellation charge your current provider raises is theirs and is payable by you. Numbers ported to this system remain yours: when this agreement ends you may port them away to another provider, and Fire-IT will not obstruct or delay a port request. Numbers issued to you by Fire-IT or by the carrier during the term, rather than ported in, may not be portable, and Fire-IT will tell you which of your numbers those are on request.

Read this section. A hosted extension is not tied to a physical address the way a traditional line is. An extension can be used from any site, from home or from a mobile application, so a call to an emergency number cannot be relied on to tell the emergency service where the caller is, and it may be routed on the address held against the system rather than the address the caller is at. Emergency calling also depends on mains power, on your internet line and on the SIP trunk being available; none of those is guaranteed and all three fail together in a power cut. You must make sure everybody who uses the system knows this, and you must keep another means of calling emergency services available at every site, such as a mobile telephone. Tell Fire-IT in writing when the address a system or a site operates from changes. Fire-IT is not liable for a failure to reach an emergency service or for a misrouted emergency call.

Fire-IT recommends a session border controller at your premises where handsets sit behind your own network. Where this proposal prices one it is a once-off purchase and it becomes your property on payment. Replacing it after failure is at your cost, unless it fails inside the manufacturer's warranty and the warranty covers the failure. Failover, such as a second internet line the system falls back to, is not included in this agreement and is quoted separately on request.

Standard maintenance of the hosted system is included: updates, security patching, monitoring of the system and of the service running on it, and general upkeep. Faults are logged with the Fire-IT service desk and are handled on the response targets stated on this proposal. Work you ask for beyond that is billed separately at Fire-IT's prevailing hourly rates, and includes configuration changes, new extensions, changes to call flows, hunt groups and time conditions, and integration work. Changes in the first two weeks after cutover are not billed, because a call flow always needs adjusting once real calls run through it.

Recorded voice prompts are not included in this agreement. Where you want professionally recorded prompts, Fire-IT can arrange a third-party supplier at your cost. You are responsible for the scripts and for the content of anything recorded.

Call quality is decided largely on your own network, which Fire-IT does not control unless you have asked Fire-IT to. Fire-IT recommends a dedicated VLAN for voice traffic at every site, and where a Fire-IT managed router or firewall is deployed Fire-IT will configure and manage that separation. Where your network is not managed by Fire-IT, or where Fire-IT equipment is not deployed at a site, Fire-IT accepts no liability for call quality, for interruptions to the service or for a security incident arising on your network. Cordless DECT handsets are sensitive to the building they are used in and to interference in it, and Fire-IT is not liable for DECT performance where the cause is your premises or your network.

The system may not be used to make unlawful, nuisance, hoax or harassing calls, to send unsolicited bulk voice messages, or in a way that breaches South African telecommunications law. You are responsible for keeping your extension passwords and your administrator credentials secure. Toll fraud is a real and expensive risk on any phone system: where calls are made through your system by somebody who obtained your credentials, the call charges are billed by the carrier and are payable by you. Fire-IT will help you investigate and will act on anything it detects, and may suspend a service where it sees the system being abused or compromised.

Fire-IT is not liable for loss, damage or expense arising from circumstances outside its direct control, which includes a failure of an internet service provider, a failure of the SIP trunk or the carrier behind it, a power failure, an event of force majeure and a third-party service disruption. Fire-IT's total liability under this agreement is limited to the fees paid under it in the twelve months before the event giving rise to the claim. Fire-IT is not liable for indirect, consequential, special, incidental or punitive damages, for loss of profit, loss of data, business interruption or lost opportunity.

South African law governs this agreement. The parties consent to the jurisdiction of the Magistrate's Court or the High Court of South Africa, Gauteng Division, where applicable. Neither party is liable for a failure or delay caused by something beyond its reasonable control. This proposal and this agreement are the whole agreement for the services they cover and may be amended only in writing. Where a Fire-IT Master Service Agreement is also in place between us, this agreement governs the 3CX hosting and VoIP services it covers and prevails over that Master Service Agreement to the extent of any conflict, which includes the contract term, the notice period and the ownership of a session border controller. If any provision is found invalid, the rest of the agreement remains in force. Acceptance is binding under the Electronic Communications and Transactions Act, and an electronic signature has the same effect as an original.

This agreement applies together with the general terms that cover every Fire-IT service. Read the Standard Terms and Conditions.