Contact Now Terms and Conditions
8×8 UK Limited
The Agreement is between you (the “Customer”) as an authorised user of ContactNow Services (the
“Services”), and 8×8 UK LImited (“8×8”) whose registered office is at Oxford House Bell
Business Park, Smeaton Close, Aylesbury, Buckinghamshire, England, HP19 8JR (Company No.
07840563). The Agreement sets out the terms and conditions of your use of the Services and upon
which 8×8 shall provide the Services to you.
1. The Agreement
1.1 The Agreement consists of:
1.1.1 these Website Terms and Conditions (these “Terms”);
1.1.2 any Service Specific Terms;
1.1.3 the Order Form (where applicable); and
1.1.4 the Data Protection Appendix.
together the “Agreement”
1.2 In the event that there is any inconsistency between the terms in each document in the
Agreement, the terms in the document listed later in Clause 1.1, shall prevail to the extent of any
2. Formation of Agreement and Account Activation Process
1.3 As part of the registration process for the Services, the Customer shall provide all requested
contact details, including contact email address, which are true, accurate, correct and complete.
8×8 may at its sole discretion decline any application to register for the provision of Services.
Once a Customer becomes a registered user, 8×8 will notify the Customer of the Registration
Details by email.
1.4 The Customer shall be solely responsible for maintaining the confidentiality of the Registration
Details at all times including its authorisation details and accounts information. The Customer
shall immediately notify 8×8 in writing of any unauthorised use of any of the Registration Details;
any unauthorised use of its accounts; any unauthorised use of any of the Services; or any other
breach of security known by the Customer.
1.5 The Customer shall be liable to pay for any use of the Services as a result of the unauthorised
use of the Registration Details; its accounts; the Services; or as a result of any other breach of
the Customer’s security.
1.6 The Services can be subscribed for as a Pay as You Go Customer (a “PAYGO Customer”) or
(where agreed to by 8×8 in writing) on a contract model, whereby the Customer commits to an
Initial Term for the Services on an Order Form (a “Contract Customer”).
1.7 PAYGO Customers must:
1.7.1 Register on 8×8’s website by providing the requested details in accordance with Clause 2.1.
PAYGO Customer will receive Registration Details as confirmation of a successful registration.
1.7.2 must activate their account to use the Services, using the Registration Details. By activating their
account, the PAYGO Customer accepts the terms of this Agreement (the “PAYGO Effective
1.8 For the avoidance of doubt, this Agreement shall not become binding on 8×8 until 8×8 has
supplied the Registration Details to the PAYGO Customer and the PAYGO Customer has
activated its account.
1.9 Contract Customers shall be bound by the terms of the Agreement on the date that they sign or
otherwise accept an Order Form for the Services (the “Contract Effective Date”), whether or not,
they have activated the Service at this time.
2.1 There is no Initial Term for PAYGO Customers. The Agreement commences on the PAYGO
Effective Date until it is terminated in accordance with the terms of this Agreement.
2.2 The Initial Term is set out on the Order Form.
2.3 The Initial Term shall commence on the Contract Service Start Date and shall continue for the
Initial Term, until it is terminated or renewed in accordance with the terms of this Agreement.
2.4 At the expiry of the Initial Term, the Services will continue to be provided on a rolling month to
month basis (each a “Renewal Term”), unless either party notifies the other, providing at least 30
days’ written notice that it does not wish for the Services to continue. For the avoidance of doubt,
where 30 days’ notice expires part way through a then current Renewal Term, notice will not be
effective until the end of the then current Renewal Term.
3.1 The Charges will be calculated in accordance with:
3.1.1 the Rates published on the Website (as may be amended by 8×8 from time to time in accordance
with this Agreement) for PAYGO Customers; or
3.1.2 the Rates set out in an Order Form or the Website, where the Rates are set out on the Website
these shall take precedence over the Website terms, for Contract Customers.
3.2 Call Charges will be calculated on the basis of 8×8’s Call Detail Records. All Calls will be
recorded and charged in seconds. All call durations will be rounded to the nearest second. All
Charges shall be rounded up to the nearest penny.
3.3 Unless otherwise specified on the Website or in an Order Form, all monetary references in this
Agreement are denominated in UK pounds sterling, and all financial transactions under this
Agreement must be settled in UK pounds sterling.
3.4 Service Charges are made on all Messages and calls connected to an Agent. The Service
Charge is made on the whole duration of a call, even if an agent transfers that call onto a third
party. If a call is transferred to another agent, two call legs are created – one outbound to the
second agent and one inbound from the first agent. Both call legs are independently charged
including Service Charge.
3.5 8×8 uses conference bridges to facilitate conferences and third party transfers. Calls are placed
into conference rooms which are then conferenced with one or more other calls. Each call leg in
a conference room is independently charged.
3.6 Other than the Call Charge tariffs, including international call rates, which are set out on the
Website and are updated from time to time, 8×8 may change all other Charges on five (5)
working day notice to the PAYGO Customer by sending an email notifying the change to the
e-mail address provided by the Customer on the Website, it is the responsibility of the PAYGO
Customer to inform 8×8 of any change to this email address. At the expiry of the 5 working days’
notice, if the PAYGO Customer continues to use the Services, the PAYGO Customer will be
deemed to have agreed such changes and such charges will be deducted from the PAYGO
Customer’s Pre-Payment Balance. For Call Charge changes, the Customer is advised to check
the Website periodically for any such updates.
4.1 The Charges payable by the Customer are exclusive of, and the Customer shall assume and pay
promptly, all applicable taxes, including value added tax and consumption taxes directly
comparable therewith (such as goods and sales taxes), including any non-deductible taxes and
duties on services rendered by sub-contractors of 8×8, and duties or levies imposed by any
authority, government or government agency (except income tax attributable to 8×8).
5.1 Recurring Charges and Installation Fees, where applicable, will ordinarily be payable in advance.
5.2 Variable Usage Charges and Service Charges will be payable in arrears.
5.3 The Customer shall pay 8×8 by any payment method reasonably stipulated by 8×8.
5.4 The Customer agrees that the Customer shall not have a right to claim any refund in respect of
any payments made in advance.
5.5 8×8 will commence billing the Contract Customer on the Contract Effective Date. The Services
will not be provided to the Contract Customer until the first payment or pro-rata payment for the
Recurring Charges and, where applicable, the Installation Fee, is received by 8×8 in cleared
5.6 Except as expressly provided in Section 7.1 (Billing Disputes), all amounts billed to Contract
Customer by or on behalf of 8×8 or its affiliates in respect of the Services (“Billed Amounts”) shall
be due within fifteen (15) days of invoice date (Net 15) and shall be timely paid by Contract
Customer by direct debit without counter-claim, set-off, withholding, or deduction of any sort.
5.7 The Services will be provided to PAYGO Customers on a Pre-Payment scheme.
5.8 The PAYGO Customer will make an initial Pre-Payment to 8×8 of the amount specified on the
Website on the PAYGO Effective Date. The initial Pre-Payment will be held by 8×8 on the
PAYGO Customer’s behalf as the first Pre-Payment Balance.
5.9 8×8 will deduct from the Pre-Payment Balance all amounts due, including Recurring Charges,
Call Charges, Service Charges, Media Charges, Message Charges and Other Charges and all
applicable taxes payable by the PAYGO Customer;
5.10 If at any time the amount of the Pre-Payment Balance falls to zero, 8×8 will have the right to
immediately suspend the Services (or any part of the Services) without notice to the PAYGO
Customer. 8×8 will restore the applicable Services only when the Pre-Payment Balance has been
reinstated to at least the Minimum Amount. Should the PAYGO Customer fail to reinstate the
Pre-Payment Balance to at least the Minimum Amount within two (2) months of the date of the
suspension of the Service(s), 8×8 shall have the right to terminate the Services immediately. In
the event of termination pursuant to this Clause 6.10, 8×8 shall have the right to erase any data
stored by the PAYGO Customer on 8×8’s System and any elements of the Services, including all
call recordings without 8×8 incurring any liability whatsoever, unless the PAYGO Customer has
provided notice to 8×8, prior to termination, that that it wishes to have Customer Personal Data
returned to it under Clause 13.3.10.
5.11 Any payments made via credit card will be subject to a 2.5% surcharge to be automatically
deducted from the PAYGO Customer’s Pre-Payment Balance.
5.12 If the PAYGO Customer fails to use a Service for a period of twelve (12) consecutive months, any
existing Pre-Payment Balance relating to that Service will be forfeited and retained by 8×8. All
data stored by the PAYGO Customer on 8×8 System and any elements of the Services will be
erased without 8×8 incurring any liability whatsoever. If the PAYGO Customer wishes to use the
Services after forfeiture of any existing Pre-Payment Balance under this Clause 6.12, the PAYGO
Customer agrees to make a new Pre-Payment to use the Services. PAYGO Customer
acknowledges that in such circumstances, it will have to open a new account.
6. Late Payment
6.1 In addition and without prejudice to any other remedies 8×8 may have, if the Customer fails to
pay any undisputed amount when due, 8×8 may charge interest on the unpaid balance from the
date due until the date paid, at the Default Rate. 8×8 may also set-off amounts payable by 8×8 to
the Customer under this Agreement or otherwise against any unpaid balance if the Customer
fails to pay any undisputed amount when due.
7. Billing Disputes
7.1 If Customer believes in good faith that a Billed Amount was not actually incurred under the
Agreement (i.e., was overbilled), then Customer may dispute such Billed Amount by providing
notice to 8×8 by email to [email protected]×8.com within thirty (30) of the date of the first invoice in
which the Billed Amount was invoiced, which such notice must specify the particular Billed
Amount(s) in dispute and the basis of the dispute in reasonable detail. Failure to so dispute a
Billed Amount within such period shall constitute a complete and irrevocable waiver of
Customer’s right to dispute such Billed Amount. If Customer disputes such Billed Amount in
good faith in accordance with this Section 8.1 (Billing Disputes), then Customer may, at its option,
either (a) pay such Billed Amount expressly under protest or (b) withhold payment of such Billed
Amount, in which case such Billed Amount, if actually incurred under the Agreement (i.e., not
actually overbilled), shall not become due until ten (10) days after 8×8’s confirmation of the
same (if such due date is later than the original due date for such amount).
8. Responsibilities of Customer
8.1 The Customer is responsible for the accuracy of all information submitted to 8×8.
8.2 The Customer will comply with all Applicable Laws relevant to this Agreement and its use of
the Services including, without limitation, Applicable Data Protection Law (see the definitions)
(including the prohibition on making unsolicited or direct marketing calls to any subscriber to the
Telephone Preference Service), the Communications Act 2003, the Investigatory Powers Act
2016, the Consumer Protection from Unfair Trading Regulations 2008 and Ofcom’s policy on
silent and abandoned calls) . The Customer shall be solely responsible for checking the
Telephone Preference Service register before making any direct marketing calls. The Customer
will be responsible for obtaining and maintaining all necessary licences, permits and approvals
required by any and all governmental authorities to permit the Customer to receive and use the
Services and comply with its obligations under this Agreement. The Customer further represents
that its use of the Services will be in accordance with such licences, permits and approvals, and
that it will not use the Services for any unlawful or unauthorised purpose. The Customer shall be
solely responsible for its compliance with all applicable laws of the countries in which the
Customer uses the Services.
8.3 The Client undertakes to supply to the Supplier within a reasonable timeframe copies of any
messages uploaded into its system for the purpose of the Supplier’s own internal audit or if
required to supply to any regulatory body.
8.4 The Customer consents to 8×8 making information available about the Customer’s name and
company details to any party called as part of the provision of the Services in the event such
called party so requests.
8.5 The Customer shall comply with and ensure that it complies at all time with this Agreement.
8.6 The Customer shall ensure that all use of Services by the Customer or any of its affiliates,
agents, employees, contractors, customers and third parties shall not infringe or breach or
otherwise violate the rights of any person or entity (including without limitation any Intellectual
Property Rights or privacy and personal data rights) or any other rights set out in this Agreement,
and that all requisite licenses and consents have been and shall be obtained from such persons
and entities in order to prevent any such infringement or breach or violation.
8.7 8×8 in its sole discretion may require the Customer to take primary responsibility for any enquiries
from a regulatory body or a third party into any actual or alleged breach of this Agreement by the
Customer or any of its affiliates, agents, employees, contractors, customers and third parties
including without limitation in relation to any Services, any information provided by the Customer.
The Customer agrees, at its own cost, to accept full responsibility for any such actual or alleged
breach, and in relation to such enquiries, to timely provide all requested information to the
regulatory body or the third party raising such enquiries. If the Customer defaults in complying
with its obligations under this Clause 9.7, the Customer agrees that 8×8 may act in the name and
on behalf of the Customer to provide all requested information to the regulatory body or the third
party raising such enquiries (to the extent that 8×8 is able to provide such information). The
Customer acknowledges and agrees that 8×8 shall not incur any liability whatsoever and
howsoever arising for providing the information requested. The Customer further acknowledges
and agrees that 8×8 shall charge the Customer a sum equivalent to the cost incurred by 8×8
including an administration fee for dealing with the Customer’s obligations under this Clause 9.7.
Such sum will be deducted from the PAYGO Customer’s Pre-Payment Balance or added to the
invoice of the Contract Customer. If the Customer’s Pre-Payment Balance is not sufficient to
satisfy the sum due under this Clause, 8×8 will invoice the Customer for such sum to be payable
within 7 days from the date of the invoice.
8.8 The Customer shall promptly notify 8×8 of any claims, obligations, agreements or court orders
against the Customer or any of its affiliates, agents, employees, contractors, customers and third
parties or to which the Customer or any of its affiliates, agents, employees, contractors,
customers and third parties is a party that arises out of, relates to, or affects any part of the
Services or other facts that call into question the Customer’s ability to comply with the terms and
conditions of this Agreement.
8.9 The Customer will not, nor will it permit or assist others to, and will take all reasonable steps to
ensure that its own employees, contractors, customers, affiliates, agents and third parties do not,
misuse, abuse or fraudulently use the Services, including, but not limited to, the following:
8.9.1 obtaining or attempting to obtain services by any means or device with intent to avoid payment;
8.9.2 unauthorised access, alteration, destruction or any attempt, of any information of another 8×8
customer by any means or device; or
8.9.3 using Services so as to impair or interfere with the use of 8×8 System by other customers or
authorised users, or in violation of the law or in aid of any unlawful act; or
8.9.4 using Services to impair or interfere with the privacy of any communications; or
8.9.5 using Services to send, transmit or communicate any material, data, images or information or to
market anything which is or may be reasonably considered by 8×8 to be:
(a) in breach of any Applicable Law, Code of Practice or acceptable use policy;
(b) obscene, indecent, libellous, pornographic, seditious, threatening, unlawful, harmful,
vulgar, liable to incite racial hatred, discriminatory, menacing, blasphemous or which is
racially, ethnically or otherwise objectionable. defamatory, false, inaccurate, abusive or
otherwise offensive; or
(c) in breach of confidence, copyright or other intellectual property rights, privacy or any
other right of any third party;
8.9.6 using the Services in breach of any other conditions which 8×8 may notify to the Customer in the
interests of best working practices in the telecommunications and communications industry.
8.10 The Customer shall take every reasonable precaution in its use of the Services to prevent
contamination of any software or hardware or diffusion of any software or hardware
contamination including computer viruses, logic bombs or other similar destructive code.
8.11 The Customer shall not alter, adapt or translate the whole or any part of the Services in any way
whatsoever nor permit the whole of any part of the Services to be combined with or incorporate in
any other computer programs nor decompile, disassemble or reverse engineer the same nor
attempt to do any of such things. The Customer shall immediately report in writing any error or
problem involving the Services to 8×8. Following receipt of such report of any error or problem
with the Services, if the same is the responsibility of 8×8, 8×8 shall use commercial endeavours
to respond promptly and to correct the error or problem.
8.12 The Customer shall be solely responsible for:
8.12.1 the content of information and communications transmitted by its use of the Services;
8.12.2 the Customer’s use and publication of communications and/or information using the Services;
8.12.3 maintaining confidentiality and security of any passwords or other security features giving access
to the Services; and
8.12.4 inform 8×8 immediately of any changes in ownership or Control of the Customer, and any change
in its organisation or method of doing business that might be expected to affect the performance
of the Customer’s duties under this Agreement.
8.13 The Customer shall further:
8.13.1 ensure that all data supplied by the Customer of whatever form or which comprises any
Message, Message Description, Address or Recipient, will: a) be true, accurate and complete;
and b) comply with the Format Requirements;
8.13.2 if necessary for 8×8 to perform its obligations under this Agreement, promptly provide to 8×8 such
information and assistance that will enable 8×8 to fully, accurately and promptly carry out its
obligations under this Agreement;
8.13.3 keep confidential and secure all Registration Details used in relation to the Services and the
Customer accepts that use of the Registration Details allocated to the Customer shall constitute
sufficient authority to 8×8 to perform the Services and be entitled to payment for so doing;
8.13.4 if necessary for 8×8 to perform its obligations under this Agreement, promptly comply with the
reasonable requests of 8×8 from time to time in connection with this Agreement;
8.13.5 assume all responsibility for the upload to 8×8 of Messages, Message Descriptions, Addresses
and Recipients. The risk of and responsibility for the upload to 8×8 is with the Customer; and
8.13.6 be responsible for ensuring that, and hereby warrants and undertakes to 8×8 that, the Messages
and the sending of them by the Customer and the receipt of them by any recipient, and the use of
them (and the Message Descriptions, Addresses and Recipients) by 8×8 to perform the Services
in accordance with this Agreement conforms in all respects with all Applicable Laws, rules,
regulations, bye-laws and codes of practice, and they do not contain any material, and the use of
them will not be, detrimental to 8×8.
8.14 It is the Customer’s responsibility to ensure that the Services are sufficient and suitable for its
purposes and meet its individual requirements.
8.15 The Customer further warrants to 8×8 that:
8.15.1 the Customer is authorised to receive the Services and the Recipient is authorised to receive
8.15.2 it shall not use the Services or permit the Services to be used for illegal or immoral purposes;
8.15.3 it shall not interfere with any third party’s use and enjoyment of the Services or engage in
surveys, contests, chain letters or post or transmit junk mail (whether physical or electronic),
“Spam”, “chain letters” or other unsolicited mass distribution of email without the prior written
consent and approval of 8×8;
8.15.4 it shall not use the Services in any way that may diminish or damage 8×8’s goodwill or that may
cause a reasonable person to assume an association between 8×8 and (without limitation)
pornography, crime defamation or copyright infringement;
8.15.5 it shall not attempt to or actually interfere with the proper functioning of the Website or any
transactions being offered at the Website. Furthermore, the Customer warrants that it shall not
use any device, software or routine which may potentially or actually cause the same;
8.15.6 it shall not commit any act that would or does impose an unreasonable or disproportionately large
load on 8×8’s or any carrier’s infrastructure;
8.15.7 it shall not impersonate any person or entity or falsely state or otherwise misrepresent
Customer’s affiliation with a person or entity; and
8.15.8 it shall maintain and update any details which it has provided to 8×8 about the Customer and the
Customer’s business so that such details remain current, complete and accurate.
8.16 Where permitted by Applicable Law, 8×8 shall in its absolute discretion be entitled to relay to any
regulatory body (with or without notice to the Customer) any breach (or breach reasonably
suspected by 8×8) by the Customer of any of its obligations under Clause 9 and provide details
thereof (including without limitation the content of any Messages), and may, on notice to the
Customer suspend the provision of the Services with immediate effect.
9. Intellectual Property Rights
9.1 8×8 retains all Intellectual Property Rights that are created or otherwise arise during the course of
this Agreement. No Intellectual Property Rights are granted to the Customer, save for a licence
granted by 8×8 to the Customer for the purposes only of receiving the Services under this
9.2 None of the Customer or any of its affiliates, agents, employees, contractors, customers and third
parties shall undertake or permit the undertaking of any act of any kind which contravenes any of
8×8’s Intellectual Property Rights and all other rights 8×8 may have in the products of the
Services delivered during this Agreement.
9.3 The Customer shall only use the Services for its own usual business or personal purposes and
shall not without 8×8’s prior written consent, allow any third party to use the Services or supply
the Services to any third party; and then only as contemplated by this Agreement.
9.4 If the Customer becomes aware of any improper or wrongful use of the Intellectual Property
Rights used, the Customer shall forthwith inform in writing 8×8 of such use. The Customer shall if
requested assist 8×8 in taking any steps in connection with the protection or defence thereof as
the other may determine.
9.5 The Customer shall defend, indemnify and hold harmless 8×8 against claims, actions,
proceedings, losses, damages, expenses and costs (including without limitation court costs and
reasonable legal fees) arising out of or in connection with the Customer’s use of the Services in a
manner contrary to the instructions given to the Customer by 8×8 or in relation to any
infringement or alleged infringement of any of 8×8’s Intellectual Property rights or of any third
party’s intellectual Property Rights by the Customer.
9.6 The Parties agree that in relation to Messages only:
9.6.1 8×8 acknowledges that as between 8×8 and the Customer, the Customer and its licensors own all
Intellectual Property Rights in the Messages. To enable 8×8 to lawfully provide the Services, the
Customer shall be responsible for:
(a) having all rights and intellectual Property rights in the Messages; and
(b) ensuring that the Recipients have all rights to receive the Message;
9.6.2 the Customer hereby grants to 8×8 a royalty-free, worldwide, perpetual, non-exclusive,
assignable, sub licensable licence to use the Messages and any other material (including without
limitation any branding) and any Intellectual Property Rights of the Customer in relation to the
foregoing for the purposes of providing the Services. Subject to the terms of this Agreement, 8×8
shall not use the Messages or otherwise exploit the Intellectual Property Rights of the Customer
for any other purpose without the Customer’s express prior written consent.
10. 8×8 Warranties
10.1 In performing its obligations under this Agreement, 8×8 warrants that it shall:
10.1.1 exercise reasonable skill and care; and
10.1.2 ensure that at all times only suitably qualified persons are used in the provision of the Services.
10.1.3 Implement appropriate technical and organisational measures to contain any viruses, or any
other computer programming routines in existence or yet to be created that are intended to
damage, interfere with or intercept any system or extract any data or personal data.
10.2 8×8 warrants that the Intellectual Property Rights in the Services are either owned by or licensed
to 8×8. 8×8 shall defend the Customer against any third party claim, action, suit or proceeding
brought under the laws of the United States, Canada, Australia, United Kingdom or the European
Union resulting from a breach of this warranty. Subject to Clause 14, 8×8 shall indemnify the
Customer for all losses, damages, liabilities and other reasonable expenses and costs incurred
by the Customer as a result of a breach of this Clause. 8×8’s obligations under this Clause 11.2
are conditional upon the Customer:
10.2.1 as soon as reasonably practicable, giving written notice of the claim to 8×8, specifying the nature
of the claim in reasonable detail;
10.2.2 not making any admission of liability, agreement or compromise in relation to the claim without
the prior written consent of 8×8 (such consent not to be unreasonably conditioned, withheld or
10.2.3 giving 8×8 and its professional advisers access at reasonable times (on reasonable prior notice)
to its premises and its officers, directors, employees, agents, representatives or advisers, and to
any relevant assets, accounts, documents and records within the power or control of the
Customer, so as to enable 8×8 and its professional advisers to examine them and to take copies
(at 8×8’s expense) for the purpose of assessing the claim; and
10.2.4 subject to 8×8 providing security to the Customer to the Customer’s reasonable satisfaction
against any claim, liability, costs, expenses, damages or losses which may be incurred, taking
such action as 8×8 may reasonably request to avoid, dispute, compromise or defend the Claim.
10.3 Clause 11.2 constitutes the Customer’s exclusive remedy in respect of any claim made under it.
10.4 8×8 does not warrant that the Services will be uninterrupted or error-free or that they will meet the
individual requirements of the Customer.
10.5 8×8 does not warrant any Call or Messages or Media will be delivered to a Recipient at the
Address and the Customer acknowledges that 8×8’s obligations are limited to the Dispatch of
Messages and the initial transmission of the same but not any on-going transmission or delivery
of the same (which are dependent on third party carriers outside the control of 8×8).
10.6 Except where expressly provided for within this Agreement, 8×8 excludes all conditions,
warranties and representations, whether express or implied by statute, common law or otherwise,
to the fullest permitted by law in respect of the Services.
By entering into this Agreement, the Customer agrees that it has read and otherwise made
12. Data protection
12.1 Relationship of the parties
12.1.1 The Customer is the controller of Customer Personal Data.
12.1.2 8×8 acts as a controller of 8×8 Personal Data and a processor for Customer Personal Data under
12.2 8×8 as a controller
12.2.1 Where 8×8 acts as a controller, 8×8 will process personal data in accordance with Applicable
Data Protection Law. Further information about how 8×8 processes personal data can be found
12.2.2 8×8 shall maintain appropriate technical and organisational security measures to protect personal
data against a Personal Data Breach.
12.2.3 Customer warrants that it has obtained all necessary consents, notifications and permissions
required under Applicable Data Protection Law to (i) permit the Customer to share such personal
data with 8×8; and (ii) allow 8×8 to otherwise collect, use or process such personal data in
accordance with this Agreement (including but not limited to such personal data that 8×8 may
collect directly from Customer’s Agents or other end users via cookies or other means). As
between Customer and 8×8, Customer is solely responsible for disclosing to Customer’s Agents
and any other end users that 8×8 is processing personal data in accordance with this Agreement
12.2.4 The Customer agrees to notify 8×8 of: (i) any limitations in its privacy notice to data subjects; (ii)
any changes in, or revocation of, consent by a data subject to use or disclose personal data; and
(iii) any restrictions on the use of personal data to which Customer has agreed in accordance
with its agreements with data subjects; in each case, to the extent that such limitations, changes
or restrictions may affect 8×8’s uses or disclosures of personal data.
12.2.5 The parties shall not act as joint controllers for the purposes of Article 26 of the GDPR in relation
to any processing of personal data under this Agreement.
12.3 8×8 as a processor
12.3.1 The Customer (the controller) appoints 8×8 as a processor to process the Customer Personal
Data for the purposes described in the Agreement in order to provide the Services (or as
otherwise agreed between the parties in writing) (the “Permitted Purpose”). Each party shall
comply with the obligations that apply to it under Applicable Data Protection Law.
12.3.2 8×8 shall process the Customer Personal Data in accordance with the instructions of the
Customer, which the Customer acknowledges and agrees are as set out in this Agreement.
12.3.3 International transfers: 8×8 shall not transfer the Customer Personal Data outside of the
European Economic Area (“EEA”) unless it has taken such measures as are necessary to ensure
the transfer is in compliance with Applicable Data Protection Law. Such measures may include
(without limitation) transferring the Customer Personal Data to a recipient in a country that the
European Commission has decided provides adequate protection for personal data (such as
where the recipient has a Privacy Shield Certification), to a recipient that has achieved binding
corporate rules authorisation in accordance with Applicable Data Protection Law, or to a recipient
that has executed standard contractual clauses adopted or approved by the European
12.3.4 Confidentiality of processing: 8×8 shall ensure that any person it authorises to process the
Customer Personal Data (an “Authorised Person”) shall protect the Customer Personal Data in
accordance with 8×8’s confidentiality obligations under this Agreement.
12.3.5 Security: 8×8 shall implement technical and organisational measures as set out in the Annex to
protect the Customer Personal Data (i) from accidental or unlawful destruction, and (ii) loss,
alteration, unauthorised disclosure of, or access to the Customer Personal Data (a “Security
12.3.6 Subcontracting: The Customer consents to 8×8 engaging third party subprocessors to process
the Customer Personal Data for the Permitted Purpose provided that: (i) 8×8 maintains an
up-to-date list of its subprocessors on the 8×8.com website, which it shall update with details of
any change in subprocessors at least 10 days’ prior to any such change; (ii) 8×8 imposes data
protection terms on any subprocessor it appoints that require it to protect the Customer Personal
Data and which are no less onerous than as set out in this Clause 13.3; and (iii) 8×8 remains
liable for any breach of this Clause that is caused by an act, error or omission of its
subprocessor. The Customer may object to 8×8’s appointment or replacement of a subprocessor
prior to its appointment or replacement, provided such objection is based on reasonable grounds
relating to data protection. In such event, 8×8 will either not appoint or replace the subprocessor
or, if this is not possible, the Customer may suspend or terminate the Agreement (without
prejudice to any fees incurred by the Customer prior to suspension or termination).
12.3.7 Cooperation and data subjects’ rights: 8×8 shall provide reasonable and timely assistance to the
Customer (at the Customer’s expense) to enable the Customer to respond to: (i) any request
from a data subject to exercise any of its rights under Applicable Data Protection Law (including
its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any
other correspondence, enquiry or complaint received from a data subject, regulator or other third
party in connection with the processing of the Customer Personal Data. In the event that any
such request, correspondence, enquiry or complaint is made directly to 8×8, (at the Customer’s
expense) 8×8 shall promptly inform the Customer providing full details of the same.
12.3.8 Data Protection Impact Assessment: If 8×8 believes or becomes aware that its processing of the
Customer Personal Data is likely to result in a high risk to the data protection rights and freedoms
of data subjects, it shall inform the Customer and provide reasonable cooperation to the
Customer (at the Customer’s expense) in connection with any data protection impact assessment
that may be required under Applicable Data Protection Law.
12.3.9 Security incidents: If it becomes aware of a confirmed Security Incident, 8×8 shall inform the
Customer without undue delay and shall provide reasonable information and cooperation to the
Customer so that the Customer can fulfil any data breach reporting obligations it may have under
(and in accordance with the timescales required by) Applicable Data Protection Law. 8×8 shall
further take any reasonably necessary measures and actions to remedy or mitigate the effects of
the Security Incident and shall keep the Customer informed of all material developments in
connection with the Security Incident. The Customer acknowledges that such assistance,
information provision and mitigatory remedies or other action taken by 8×8 under this Clause
13.3.9 shall be at the Customer’s own cost, unless the confirmed Security Incident occurred as a
direct result of a breach by 8×8 of its obligations under Clause 13.3.5.
12.3.10 Deletion or return of Data: Upon termination or expiry of this Agreement, 8×8 shall (at the
Customer’s election and at the Customer’s own cost) destroy or return to the Customer all
Customer Personal Data in its possession or control. This requirement shall not apply to the
extent that 8×8 is required by Applicable Law to retain some or all of the Customer Personal
Data, or to retain Customer Personal Data it has archived on back-up systems, which Customer
Personal Data 8×8 shall securely isolate and protect from any further processing except to the
extent required or permitted by such law.
12.3.11 Audit: 8×8 shall allow Customer (or Customer’s third-party auditor) to conduct an audit of the
procedures relevant to the protection of Personal Data, subject to the confidentiality provisions of
the Agreement or a separate Non-Disclosure Agreement. Customer and 8×8 shall discuss and
agree in advance a reasonable start date, scope and duration of, and security and confidentiality
controls applicable to, any audit. 8×8 reserves the right to charge a fee based on its reasonable
costs associated with such audit. 8×8 shall set out any such fees in advance of the audit.
12.3.12 The following Clauses shall only apply from 25 May 2018: Clauses 13.3.6; 13.3.8, 13.3.9 and
12.3.13 The Customer agrees and acknowledges that, as part of the Services provided, Calls, Messages
and Media may be recorded, accessed by the Customer and retained on behalf of the Customer.
The Customer shall be solely responsible to (a) notify its employees and any of its counterparties
that Calls, Messages and Media may be recorded, accessed by the Customer and retained and
(b) to obtain all and any such consents or permissions for such recording, access and retention
as may be required by Applicable Law or contract. At all times, the Customer shall ensure that it
complies with Applicable Data Protection Law. The provisions of the Indemnity set out in Clause
15 shall apply to any breach by the Customer of this Clause 13.3.13.
12.3.14 The Customer agrees and acknowledges that 8×8 may be required by law to provide assistance
to law enforcement, governmental agencies and other authorities. Accordingly, the Customer
agrees that as required in order to comply with Applicable Law:
(a) 8×8 may implement and maintain an interception capability suitable to meet these
requirements where 8×8 is obliged by law to ensure or procure that such a capability is
implemented and maintained;
(b) 8×8 may implement and maintain a data retention capability for the Services to meet
requirements where 8×8 is obliged by law to ensure or procure that data is retained; and
(c) 8×8 may at times co-operate with law enforcement authorities and rights-holders in the
investigation of any suspected or alleged illegal activity by the Customer. If 8×8 is
required to do so by law, this may include but is not limited to, disclosure of the
Customer’s contact information to law enforcement authorities or rights-holders.
12.3.15 Where the Customer uses or has otherwise requested that third-party services are made
available as part of the Services, the Customer agrees that any processing of personal data that
relates to such third party services shall be carried out by the third-party directly and that 8×8
shall have no liability or responsibilities in relation to such processing. All terms governing such
processing will be as set out in a separate agreement between the Customer and the third-party.
12.3.16 The Data Protection Appendix contains the following information about the Services:
subject-matter and duration of the processing, the nature and purpose of the processing, the type
of Personal Data and the categories of data subjects and the obligations and rights of the
controller. The Data Protection Appendix also includes the security measures that 8×8 has in
place to protect Customer Personal Data. To the extent that the Customer has purchased a
particular Service, the relevant terms for that Service as set out in the Data Protection Appendix
shall apply and such terms shall be made a part of these Terms and incorporated herein by
reference. 8×8 may update the Data Protection Appendix from time to time at 8×8’s discretion to
reflect: (i) the addition of new Services; (ii) the removal of discontinued Services; and/or (iii)
(provided always that such changes do not have a material adverse effect on the use of the
Service), changes to the security measures in Part B of the Data Protection Appendix.
13. Limitations of Liability
13.1 Except for the express warranties set out in Clause 11, the Services are performed, provided and
made available on an “as is” basis and the Customer’s use of the Services is at its own risk. 8×8
disclaims any and all other express and implied warranties, including but not limited to warranties
of satisfactory quality, fitness for a particular purpose and any warranties arising from course of
dealing, usage or trade practice. 8×8 makes no warranty that the Services will meet the
Customer’s requirements, nor that the Services will be uninterrupted, timely, secure, or error free.
No advice, information, or expectation, whether oral or written, obtained by the Customer through
use of the Services shall create any warranty not expressly made in this Agreement.
13.2 In the event of any failure in the Services, 8×8 shall not be liable to the Customer or any of the
Customer’s Customers, for any charges or related costs and expenses incurred should the
Customer or any of its Customers divert its telecommunications traffic or other types of traffic to
another carrier. The Customer shall indemnify 8×8 against all costs, losses, damages, claims or
proceedings which may be asserted or claimed by the Customer’s customers which arise out of
or relate to any defect in the Services.
13.3 The Parties recognise that neither Party has control over the laws or regulations of governments
in relation to telecommunications and communications related services.
13.4 Provisions of applicable legislation may imply warranties or conditions or impose obligations upon
8×8 that cannot be excluded, restricted or modified, or that cannot be excluded, restricted or
modified except to a limited extent. This Agreement must be read and construed subject to any
such legislation. If any such legislation applies, then to the extent to which 8×8 is entitled to do
so, the liability of 8×8 under that legislation will be limited at 8×8’s option to:
13.4.1 re-supply of the Services;
13.4.2 payment of the cost of having the Services supplied again; or
13.4.3 any other remedy prescribed by Applicable Law.
13.5 Except as otherwise provided in this Agreement, neither Party will be liable, whether in contract,
tort (including negligence), breach of statutory duty, or otherwise, under or in connection with this
Agreement for any indirect or consequential loss or damage, even if such Party has been advised
of the possibility of such loss or damage.
13.6 Except as otherwise provided in this Agreement and other than in respect of monies due and
owing to 8×8, the Parties agree that the Customer’s maximum liability, whether in contract, tort
(including negligence), breach of statutory duty or otherwise, arising under or in connection with
any particular Service, shall be limited to an amount equal to the total amount of payments made
by the Customer to 8×8 for that Service in the last month preceding the event out of which the
13.7 Except as otherwise provided in this Agreement, the Parties agree that 8×8’s maximum liability,
whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising
under or in connection with any particular Service, shall be limited to an amount equal to the
Charges paid by the Customer for that Service in the last month preceding the event out of which
the liability arose. For the avoidance of doubt, no other charges shall be included in the
calculation of the amount payable by 8×8 under this Clause 14.7.
13.8 This Agreement contains the whole agreement between the Parties relating to the matters
contained in this Agreement and supersedes and discharges all liability arising from any previous
agreement (whether oral or in writing), discussions, negotiations and understandings between the
Parties relating to those matters.
13.9 Each party acknowledges that in entering into this Agreement it has not relied on any express or
implied representation (including any negligent misrepresentation), which is not expressly set out
in this Agreement.
13.10 In connection with the subject matter of this Agreement, each party waives all rights and
remedies (including any right or remedy based on negligence or negligent misrepresentation)
which might otherwise be available to it in respect of any express or implied representation which
is not expressly set out in this Agreement.
13.11 Nothing in this Agreement excludes or limits either Party’s liability for:
13.11.1 the tort of deceit or fraud by it or its employees;
13.11.2 death or personal injury caused by its or its employees’ negligence;
13.11.3 the indemnity given under Clause 15; or
13.11.4 a breach by that Party of obligations implied by section 12 of the Sale of Goods Act 1979 or
section 2 of the Supply of Goods and Services Act 1982.
14.1 The Customer shall indemnify, defend and hold harmless 8×8, its parents, subsidiaries, affiliates,
officers and employees, against all liabilities, claim and expenses that may arise from any breach
of Clauses 9.2, 9.9, 9.11 and 9.12 by the Customer.
15. Suspension and Termination Rights
15.1 Notwithstanding anything to the contrary set out in this Agreement, 8×8 may suspend or
terminate any applicable Service, with no further obligation to the Customer:
15.1.1 immediately and without notice if any misuse of such Service or misconduct with respect to such
Service on the part of the Customer or its Customers would, in 8×8’s reasonable opinion, cause
material damage to 8×8’s network, facilities or other property;
15.1.2 immediately and without notice upon the request of the police or any regulatory body;
15.1.3 immediately if, in 8×8’s reasonable opinion, it is at risk of incurring legal liability in relation to the
Customer’s breach of Clause 9;
15.1.4 if the Customer continues to engage in any of the activities prohibited in Clause 9 after written
notice from 8×8 and a fourteen (14) day cure period;
15.1.5 by giving the Customer at least 14 days’ notice, if the Contract Customer fails to pay any
undisputed Billed Amount by the due date;
15.1.6 immediately, where PAYGO Customer fails to reinstate the Pre-Payment Balance within two (2)
months of the date the Service(s) were suspended in accordance with Clause 6.10; and
15.1.7 immediately, where 8×8’s records show that a PAYGO Customer has not used the Services for at
least twelve (12) months.
15.2 Either Party may terminate this Agreement:
15.2.1 if the other Party is in material breach of this Agreement and such breach is either not capable of
being cured or has not been cured within fourteen (14) days after receipt by the defaulting Party
of written notice from the non-defaulting Party; or
(a) in the event of any evidence of the potential or imminent insolvency of the other Party or
that Party’s insolvency, dissolution or cessation of business operations;
(b) if the other Party files a petition in bankruptcy or if a petition in bankruptcy is filed against
(c) if the other Party makes an assignment for the benefit of any of its creditors or similar
arrangement pursuant to any bankruptcy law or similar law of an applicable jurisdiction.
15.3 PAYGO Customer acknowledges and agrees that where 8×8 terminates the Agreement under
Clause 16.1 or for PAYGO Customer’s breach under 16.2 any Pre-Payment Balance shall be
retained by 8×8
15.4 Any termination of this Agreement is without prejudice to any other rights or remedies any Party
may be entitled to under this Agreement or at law. It does not affect any accrued rights or
liabilities of any Party nor any provision which is expressly or by implication intended to come into
force on, or continue in force after, termination.
16. Termination Payment for Contract Customers
16.1 In the case of termination of this Agreement:
16.1.1 by Contract Customer for any reason other than a material breach primarily attributable to 8×8; or
16.1.2 by 8×8 pursuant to the terms of Clauses 16.1 or 16.2, the Contract Customer shall remain liable
to pay 8×8 an amount equal to:
(a) any Other Charges, Service Charges and Installation Fees owing by the Contract
(b) the Recurring Charges for the remainder of the terms of all affected Services up to and
including the date of termination; plus
(c) the Message Charges, Media Charges for the remainder of the terms of all affected
Services up to and including the date of termination; plus
(d) the Call Charges for all affected Services up to and including the date of termination;
(e) the aggregate charges payable to any third parties (if any) for which 8×8 is or becomes
contractually liable in connection with any such termination, together the “Termination
16.2 The Contract Customer acknowledges and agrees that the Termination Payment is a genuine
pre-estimate of 8×8’s loss in the event of early termination of this Agreement and is not intended
to be a penalty.
17.1 “Confidential Information” means the terms of this Agreement and other information of any type
and form reasonably related to this Agreement and the Services that the receiving Party (the
“Receiver”) knows or has reason to know or reasonably believe is confidential, proprietary or
trade secret information of the other Party (the “Discloser”), whether or not the information is
marked as confidential or proprietary at the time of disclosure or promptly after disclosure.
17.2 Confidential Information does not include information that:
17.2.1 was in the Receiver’s possession before receipt from the Discloser;
17.2.2 is independently developed by or for the Receiver without reference to the Discloser’s
17.2.3 is rightfully received by the Receiver from a third party without a duty of confidentiality; or
17.2.4 is or becomes available to the public through no fault of the Receiver.
17.3 The Receiver may use the Discloser’s Confidential Information only in connection with this
Agreement and may not disclose any such Confidential Information except as follows:
17.3.1 to employees, agents or contractors of the Receiver who have a need to know and who have
been informed of the Receiver’s obligations under this Agreement; and
17.3.2 when disclosure is required under Applicable Law, if the Receiver first gives the Discloser notice
of the required disclosure and co-operates with the Discloser, at the Discloser’s expense, in
seeking reasonable protective arrangements (however, the Receiver is not required to act in a
manner which would result in sanctions or other penalties).
17.4 The Receiver’s obligations under Clause 18 shall end three (3) years following termination of this
17.5 The Receiver shall be primarily liable to the Discloser for the compliance of each person
described in Clause 18.3.1.
17.6 The Receiver will preserve all proprietary markings on the Discloser’s Confidential Information
provided to the Receiver.
17.7 All information exchanged under this Agreement is provided “AS IS”, without warranty of any
17.8 Each Party acknowledges that its breach or threatened breach of this Clause 18 may cause the
Discloser irreparable harm which would not be adequately compensated by monetary damages.
Accordingly, in the event of any such breach or threatened breach, the Receiver agrees that
equitable relief, including a temporary or permanent injunction, is an available remedy in addition
to any legal remedies to which the Discloser may be entitled.
18. Force Majeure
18.1 Neither Party shall be liable for any delays or failures to perform its obligations under this
Agreement (except the payment of money due by the Customer) to the extent such delays or
failures are due to fire, flood, the elements, labour disputes or shortages, utility curtailments,
power failures, blackouts, explosions, civil disturbances, unavailability of the Internet or other
essential services, acts or omissions of third parties (other than the Customer’s own Customers
or accounts for whom the Customer shall remain responsible), acts of God, government, bodies
vested with governmental or regulatory authority or public utility, or any other cause that is
beyond the Party’s reasonable control or that such Party could not have reasonably prevented (a
“Force Majeure Event”).
18.2 If either Party is delayed in performing its obligations under this Agreement as a result of a Force
Majeure Event, it shall give to the other Party at the earliest possible time after the Force Majeure
Event becomes known, written notice of its claim for any extension of time for its performance,
together with a description of the Force Majeure Event on which it bases its claim of force
18.3 If a Force Majeure Event continues for a continuous period of thirty (30) days, either Party may
terminate this Agreement without penalty by giving notice in writing to the other Party.
19. No Agency
19.1 Neither Party is authorised to act as an agent for, or legal representative of, the other Party, and
neither Party shall have the authority to assume or create any obligation on behalf of, in the name
of, or binding upon the other Party. No provisions of this Agreement will be considered to
constitute a joint venture, partnership or agency between the Parties or to merge the assets,
liabilities and undertaking of the Parties.
20. Binding Effect and Agreement
20.1 This Agreement is personal to and shall be binding upon and inure only to the benefit of the
Parties and their permitted assigns. Nothing in this Agreement is intended to create or confer any
right or remedy on any third party. Subject to the sub-contracting rights set out in Clauses 13.3.6
and 22, neither Party shall assign or otherwise transfer all or any material part of its rights or
duties under, or other interests in, this Agreement or the proceeds of it without the other Party’s
prior written consent, which consent shall not be unreasonably withheld or delayed. However,
either Party may assign this Agreement without consent to any affiliate, any successor in interest
whether by merger, reorganisation or transfer of all or substantially all of its assets. No
assignment shall release the Customer of its obligations under this Agreement. Any attempt to
assign any rights or duties in violation of this provision shall be null and void.
21.1 Notwithstanding Clause 21 and subject to Clause 13.3.6, 8×8 may, at its sole discretion,
sub-contract or delegate in any manner any or all of its obligations under this Agreement to any
third party or agent. In the event of any sub-contracting in accordance with this Clause 22, 8×8
shall remain fully responsible and liable to the Customer for all acts and omissions of its
22.1 Variation of Agreement
22.1.1 8×8 reserves the right to update this Agreement by publishing amended and updated versions of
the Agreement (‘the Amended Agreement’) on the Website. The Customer agrees that the terms
of the Amended Agreement published on the Website shall be deemed to be binding on the
Customer if the Customer continues to use the Services after publication.
22.2 Entire Agreement
22.2.1 This Agreement contains all the terms agreed between the Parties regarding its subject matter
and supersedes and excludes any prior agreement, understanding or arrangement between the
Parties, whether oral or in writing.
22.2.2 No representation, undertaking or promise shall be taken to have been given or be implied from
anything said or written in negotiation between the Parties prior to this Agreement except as
expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue
statement made by the other in which that party relied in entering into this Agreement (unless
such untrue statement was made fraudulently or was as to a fundamental matter, including as to
a party’s ability to perform this Agreement) and that party’s only remedies shall be for breach of
contract as provided in this Agreement.
22.2.3 The terms of this Agreement shall apply to the exclusion of any terms and conditions submitted,
proposed or stipulated by the Customer.
23.1 Any provision of this Agreement which is or becomes illegal, invalid or unenforceable shall be
severed from it and shall be ineffective to the extent of such illegality, invalidity or unenforceability
and shall not affect or impair the remaining provisions of this Agreement, which provisions shall
otherwise remain in full force and effect.
24. Representation of Authority
24.1 Each Party represents and warrants to the other Party that the entering into of this Agreement
and the performance of such Party’s obligations under this Agreement have been duly authorised
and that the Agreement is validly and legally binding on such Party and enforceable in
accordance with its terms.
25. Further Assurances
25.1 Each of the Parties agrees to execute and deliver any and all further agreements, documents or
instruments reasonably necessary to give effect to this Agreement and the transactions referred
to in it or contemplated by it or reasonably requested by any other Party to evidence its rights
under this Agreement.
26.1 Unless otherwise specified in this Agreement, all notices, requests and other communications
under this Agreement shall be in writing, addressed to the Parties at the addresses detailed in the
Website or by email at the address provided during the Registration or such other email address
as may be notified to the other from time to time.
26.2 Notices or requests must be in writing in the English language and must be delivered by a
method providing for proof of delivery (including express courier or email if evidence of receipt is
obtained). Any notice or request will be deemed to have been given on the date of receipt.
Notices and requests must be delivered to the addresses referred to above or such other address
designated by written notice to the other Party.
27. Publicity and Use of Name
27.1 The Customer shall not:
27.1.1 issue any publication or press release relating to this Agreement or the relationship of the Parties
under this Agreement except as may be required by Applicable Law or securities exchange or
agreed to in a separate written agreement between the Parties; or
27.1.2 use the name, logo, trade name, service marks, trademarks or printed material of 8×8 in any
promotional or advertising material, statement, document, press release or broadcast without the
prior written consent of 8×8, which consent may be granted or withheld at 8×8’s sole discretion.
27.2 The Customer acknowledges and agrees that 8×8 may refer to the provision of the Services by
8×8 by using the name and logo of the Customer in any promotional or advertising material,
statement, document, press release without the prior written consent of the Customer
28. Dispute Resolution
28.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or
enforceability of it (a “Dispute”) then, except as expressly provided in this Agreement, the Parties
shall follow the dispute resolution procedure set out in this Clause 29.
28.2 Either Party shall give to the other written notice of the Dispute, setting out its nature and full
particulars, together with relevant supporting documentation (a “Dispute Notice”).
28.3 On service of a Dispute Notice, each Party shall designate a senior executive who has authority
to resolve the Dispute and the senior executives shall consider the Dispute and shall negotiate in
good faith to resolve it.
28.4 If the Dispute is not resolved by the senior executives within fourteen (14) calendar days after
their appointment, then either Party may take such further steps as it considers appropriate to
resolve the Dispute, including the initiation of court proceedings.
28.5 Nothing in this Clause 29 shall be construed as prohibiting either Party from applying to a court
for interim injunctive relief.
29.1 No waiver by either Party of any provisions of this Agreement shall be binding unless made
expressly and confirmed in writing. Any such waiver shall relate only to such matter,
non-compliance or breach as it relates to and shall not apply to any subsequent or other matter,
non-compliance or breach. The failure of either Party to enforce or insist upon compliance with
any of the provisions of this Agreement or the forbearance or waiver of it, in any instance, shall
not be construed as a general waiver or relinquishment of any such right.
29.2 Nothing in the Agreement diminishes, restricts or prejudices the rights of either Party to enter into
similar agreements with other parties or to otherwise compete with each other. Each Party
acknowledges that it remains at all times solely responsible for the success and profits of its own
29.3 Nothing in this Agreement will be deemed or construed to create any third-party beneficiary under
the Contracts (Rights of Third Parties) Act 1999 or otherwise or any relationship of principal and
agent, partnership or joint venture between the Parties. Unless otherwise specifically authorised
in writing, no Party shall make any express or implied agreements, guarantees or
representations, or incur any debt, in the name of or on behalf of the other.
29.4 The Customer is the service provider with respect to its end-users and 8×8 is merely a supplier to
the Customer with no relationship to the Customer’s end-users. The Parties agree and
acknowledge that the Customer shall assume all credit risk associated with the Customer’s
end-users and that delays or failures in obtaining such payments from end-users shall not affect
or relieve the Customer of its responsibility to make payments to 8×8 pursuant to this Agreement.
30. Governing Law
This Agreement is governed by and construed in accordance with the laws of England and the
Parties submit to the exclusive jurisdiction of the courts of England.
31.1 The words and phrases used in this Agreement shall have the meaning generally understood in
the telecommunications and communications industry. This Agreement shall be construed in
accordance with its fair meaning and is not to be construed for or against either Party on account
of which Party drafted this Agreement.
31.2 In this Agreement, unless the context otherwise requires or the contrary intention appears:
31.2.1 a reference to a provision of law is a reference to that provision as extended, applied, amended
or enacted from time to time and includes any subordinate legislation;
31.2.2 the singular includes the plural and vice versa, and reference to any gender includes the other
31.2.3 references to a person include bodies corporate and unincorporated associations of persons;
31.2.4 references to this Agreement and to any other agreement or document are to this Agreement or
such other agreement or document as it may be validly varied, amended, supplemented,
restated, renewed, novated or replaced from time to time; and
31.2.5 references to Clauses refer to Clauses of this Agreement.
31.3 The index and headings in this Agreement are for convenience only and do not affect its
32.1 In this Agreement:
“Additional Terms” means any terms contained on the Website which supplement this Agreement
including, without limitation, the term of the Services, volume requirements, technical and
logistical specifications, geographic scope and pricing.
“Address” means the destination address of any Recipient of a Message, as supplied by the
Customer to 8×8;
“Agent” means any user of the Services;
“Agreement” means this Agreement as described in Clause 1.1;
“Applicable Data Protection Law” shall mean all applicable binding laws and regulations which
apply to the Parties in relation to the processing of personal data and an individual’s privacy
rights under the Agreement, including:
(a) in member states of the European Union: EU Directive 95/46/EC (Data Protection
Directive) or, once applicable, the EU General Data Protection Regulation (EU) 2016/679
(GDPR), and the EU Directive 2002/58/EC (ePrivacy Directive), and all relevant member state
laws or regulations giving effect to or corresponding with any of them; and
(b) any judicial or administrative interpretation of any of the above, any binding guidance,
guidelines, codes of practice, approved codes of conduct or approved certification mechanisms
issued by any relevant supervisory authority; and
(c) without limiting the above provisions, specifically for the United Kingdom: the resulting
legislation following the Data Protection Bill 2017;
in each case, as in force and applicable, and as may be amended, supplemented or replaced
from time to time;
“Applicable Law” means all present and future laws and regulations applicable to this
Agreement and the provision and receipt of the Services including without limitation Applicable
Data Protection Law;
“Call” means the connection of one or more parties via telecommunication networks by which the
ability to transmit or receive voice communications is made possible.
“Call Charges” or “Phone Calls” means the duration of Calls multiplied by the applicable rate for
each Call as published on the Website or as set out in an Order Form from time to time;
“Call Detail Records” means the call data records of the Parties;
“Charges” means the Installation Fee, the Call Charges, the Recurring Charges, the Media
Charges, the Message Charges, the Service Charges and the Other Charges as published on
the Website or as set out in an Order Form from time to time;
“Code of Practice” means any guidance or legal and regulatory codes of practice, rules of
procedure, guidelines, directions or policies and any other requirements applicable to the
Services (including but not limited to those issued by any regulatory authority in relation to the
operation of the Services or components of the Services) in each case as amended from time to
“Confidential Information” has the meaning set out in Clause 18;
“Contract Effective Date” has the meaning set out in Clause 2.7
“Control” means either: (a) the voting rights attaching to twenty five percent (25%) or more of the
voting shares in the applicable legal entity; or (b) the power to direct or cause the direction and
management of the policies of the applicable legal entity in accordance with a Party’s wishes,
whether as a result of the ownership of shares, control of the board of directors, contract or any
powers conferred by the articles of association or other constitutional documents of the
applicable legal entity;
“controller”, “processor”, “data subject”, “personal data”, “Personal Data Breach”,
“processing” (and “process”) shall have the meanings given in Applicable Data Protection Law;
“Customer” means PAYGO Customer or Contract Customer as applicable.
“Customer Personal Data” means only that proportion of the personal data which the Customer
decides the purposes and means of processing of and which is processed by 8×8 to provide the
Services in accordance with the Customer’s instructions;
“Default Rate” means the annual rate of three percent (3%) above the then current base rate of
The Bank of England;
“Dispatch” means the dispatch by 8×8 of a Message to the Recipient at the Address, subject to
the terms of this Agreement but shall exclude the carriage and arrival of the Message;
“Format Requirements” means the format requirement for Messages specified on the Website
from time to time (including in case of voicemail Messages, completion of the scheduling boxes
detailing the required timing of Dispatch of the Message) or as otherwise notified to the Customer
from time to time;
“Initial Term” means the period of time as set out in the applicable Order Form
“Installation Fee” means the one-off fee payable for provision of installation Services as
published on the Website or as set out in an Order Form from time to time;
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights,
trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing
off, unfair competition rights, rights in designs, rights in computer software, database rights,
semi-conductor topography rights, moral rights, rights in confidential information (including
know-how and trade secrets) and any other intellectual property rights, in each case whether
registered or unregistered, and including all applications for, and renewals or extensions of, such
rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Media” means the connection of one or more parties via telecommunication networks by which
the ability to transmit or receive any data, excluding Calls or Messages is made possible;
“Media Charges” means the prices relating to Media as published on the Website or as set out in
an Order Form from time to time;
“Message” means a message (which shall include all material, content, information, graphics,
sound or any other data comprised within it) submitted by the Customer in accordance with the
Format Requirements intended for a particular Recipient;
“Message Charges” means the prices relating to Messages published on the Website or set out
in an Order Form from time to time or otherwise calculated on the number of messages
submitted and accepted by 8×8;
“Message Description” means the accurate description of the type of contents of a Message
(e.g. voice, fax, SMS, email or other);
“Order Form” means an order for Services substantially in the form provided by 8×8 from time to
time, that 8×8 accepts from the Contract Customer;
“Other Charges” means any other charges (other than the Call Charges, the Recurring Charges,
the Message Charges, the Media Charges, the Service Charge and Installation Fee) including
agent login and any other charges published on the Website or set out in an Order Form from
time to time;
“Password” means the unique password linked to the Username which enables the Customer to
access the Services;
“Parties” means 8×8 and the Customer;
“PAYGO Effective Date” has the meaning set out in Clause 2.5.2
“Pre-Payment” means an advance payment made from the Customer to 8×8, which will be held
by 8×8 and applied to the Customer’s use of the Services in accordance with Clause 4;
“Pre-Payment Balance” means the balance of Pre-Payments;
“Primary Market” means the United States, the United Kingdom, Australia and Canada.
“Rates” means the applicable rates at which the Charges will be calculated, as published on the
Website or as set out in an Order Form from time to time;
“Recurring Charges” means the recurring charges for provision of the Services published on the
Website or set out in an Order Form from time to time;
“Recipient” means a specific person to whom the Customer intends 8×8 to dispatch a Message
as specified by the Customer and in accordance with the Format Requirements;
“Registration” means the registration and the provision by 8×8 to the Customer of the customer
ID, Username and initial Password pursuant to Section 2 to enable the Customer to access the
Services (and “Registration Details” shall be construed accordingly);
“Services” means the services to be provided to the Customer as published on the Website or as
set out in an Order Form from time to time;
“Service Charge” means the charges payable by the Customer as published on the Website or
as set out in an Order Form from time to time;
“Contract Service Start Date” means the earlier of: (i) the date specified as the Service Start
Date in the Order Form or (ii) the date of activation of the Services.
“8×8 Personal Data” means personal data for which 8×8 determines the purposes and means of
processing (and for the avoidance of doubt, excludes Customer Personal Data);
“Service Specific Terms” means the terms and conditions specific to a particular Service as
published on the Website or set out in an Order Form for such Services from time to time;
“8×8 System” means any software, equipment and other property owned and operated or leased
and operated by 8×8 for the purposes of providing the Services;
“Termination Payment” has the meaning set out in Clause 17;
“Username” means the unique user name created by 8×8 for the Customer;
“Variable Usage Charges” means Call Charges, Media Charges, Message Charges and Other
Charges as published on the Website or as set out in an Order Form from time to time.
“Website” means 8×8’s website at www.easycontactnow.com or any other website designated by
Data Protection Appendix
Processing Details – Customer Personal Data
The following terms shall apply to the processing activities that 8×8 carries out as a processor under the
|Subject-matter||8×8 provides voice over IP cloud services, enabling its Customers (and its
Customer’s Agents and other end users) to communicate across a range of
digital devices. The Service allows Customers (and its Agents and other
end users) to make phone calls, send text messages, manage voicemails
and access their corporate directory.
Customers (and Customer’s Agents and other end users) can also manage
call routing and campaigns and can run analytics reports to monitor the
Customer’s traffic and agent performance.
|Duration of processing||Term of the Agreement|
|Nature and purpose of processing||Provision of Services, as set out in the Agreement. Customer’s Agents and
other end users of the Services may transmit, receive and/or store
through the Services audio, textual, visual and video content in the form
of voice calls, video calls, voicemails, voice recording, internet facsimiles,
text and other messages, video meetings and device screen shares or
captures. Customer’s Agents and other end users of the Services may also
record and/or upload and store within the Services information (such as
profiles for individual contacts or notes regarding a call or support case or
ticket) regarding the third parties with or about whom they communicate
through such Services. With X8, 8×8 provides real time analytics
reporting, so Customers can monitor the performance of their call centres.
The Customer can also decide whether to integrate additional third party tools into the Services (such as CRM or email tools) to provide an integrated user experience.
|Type of Personal||Data Name, contact details and job-related Personal Data (such as work title
and email address); Personal Data regarding calling and other
communications activity and preferences and usages of the Services; IP
addresses; web browsing and online searching activity; accessing of the
Services; or accessing, emails, written materials and product
demonstrations; any Personal Data voluntarily disclosed by the user or
third party with whom the Customer’s Agents and other end users
|Categories of data subjects||Customer’s Agents and other end users of the Services; those with whom Customer’s Agents and other end users of the Services communicate or record or store information through the Services.|
|Obligations and rights of the controller||As set out in the Service Agreement|
The following terms shall apply to any Customer Personal Data which 8×8 processes to provide the
Administrative, physical, and technical safeguards implemented in accordance with 8×8’s existing data
security program, which includes:
(i) limiting access to information on 8×8’s information system media to authorized
(ii) limiting physical access to 8×8’s information systems and related equipment to
(iii) regular assessments of information security risks to 8×8’s information systems
and associated information processing activities and of the effectiveness of
information security controls in 8×8’s information systems;
(iv) training of 8×8’s managers and users of 8×8’s information systems regarding
the information security risks associated with their activities and applicable laws
and policies; and
(v) imposition of formal sanctions for 8×8 personnel failing to comply with 8×8’s
information security policies and procedures.