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TERMS AND CONDITIONS
Date: 16/10/24
Document: AK-ISMS-057 v1
Classification: Public
1. APPLICATION OF TERMS
These Terms of Service apply to and are incorporated into the contract between you
and your Telephony Services Provider for the purchase of Akixi Services.
In case of any conflict or inconsistency with the terms of any agreement with you,
your contractual terms will take precedence to the extent of such conflict or
inconsistency.
2. USE OF SERVICES
In these Terms of Service, ‘we’, ‘us’, or ‘our’ refers to Akixi Limited, its subsidiaries
and affiliated companies, including your Telephony Services Provider or account
administrator, who offer Akixi Services to you, provided that you are over 18 years
old and are not barred from receiving services under the laws of England and Wales
or any other jurisdiction where we provide and/or you may use Akixi Services.
In order to access certain Akixi Services, you may be required to provide current,
accurate identification, contact, and other information as part of the registration
process and/or continued use of Akixi Services, held and used by Akixi under the
Terms of the Akixi Privacy Notice.
You are responsible for maintaining the confidentiality of your account password and
are responsible for all activities that occur under your account. You agree to
immediately notify Akixi of any unauthorised use of your account or any other breach
of security. Akixi cannot and will not be liable for any loss or damage arising from
your failure to provide us with accurate information or failure to keep your password
secure.
3. DATA PROTECTION AND PRIVACY
3.1. Data Protection Legislation as used and applied in these Terms of Service
means any data protection legislation including the Data Protection Act
2018 or any successor legislation and the UK General Data Protection Regulation
and any other directly applicable regulation relating to privacy.
3.2. We both will comply with all applicable requirements of the Data Protection
Legislation. This clause 3.2 is in addition to, and does not relieve, remove or replace,
either of our obligations under the Data Protection Legislation.
3.3. We both acknowledge that for the purposes of the Data Protection Legislation,
you are the Data Controller, Akixi are a Data Processor, and, if applicable, your
Telephony Services Provider are also a Data Processor (where Data Controller and
Data Processor have the meanings as defined in the Data Protection Legislation).
Section 21 (“Processing, Personal Data & Data Subjects”) of these Terms of Service
sets out the scope, nature and purpose of processing by Akixi, the duration of the
processing and the types of Personal Data (as defined in the Data Protection
Legislation, Personal Data) and categories of Data Subject.
3.4. Without prejudice to the generality of clause 3.2, you will ensure that you have all
necessary appropriate consents and notices in place to enable lawful transfer of the
Personal Data to Akixi for the duration and purposes of these Terms of Service,
which corresponds to the duration that you subscribe to Akixi Services via your
Telephony Services Provider, and three (3) subsequent calendar years after Akixi
Services are terminated.
3.5. Without prejudice to the generality of clause 3.2, Akixi shall, in relation to any
Personal Data processed in connection with the performance by Akixi of its
obligations under these Terms of Service:
i) process that Personal Data only on either (a) your written instructions or your
Telephony Services Provider; (b) the direct provisioning of your telephony reporting
environment by either you or your Telephony Services Provider via the Akixi
Service’s self-service administration portal(s); or (c) where Akixi is required by the
laws of the United Kingdom applicable to Akixi to process Personal Data (Applicable
Laws). Where Akixi is relying on Applicable Laws as the basis for processing
Personal Data, Akixi shall promptly notify you and/or your Telephony Services
Provider of this before performing the processing required by the Applicable Laws
unless those Applicable Laws prohibit Akixi from so notifying you;
ii) ensure that it has in place appropriate technical and organisational measures to
protect against unauthorised or unlawful processing of Personal Data and against
accidental loss or destruction of, or damage to, Personal Data,
appropriate to the harm that might result from the unauthorised or
unlawful processing or accidental loss, destruction or damage and the nature of the
data to be protected, having regard to the state of technological development and the
cost of implementing any measures (those measures may include, where
appropriate, data masking techniques that include encrypting Personal Data,
ensuring confidentiality, integrity, availability and resilience of its systems and
services, ensuring that availability of and access to Personal Data can be restored in
a timely manner after an incident, and regularly assessing and evaluating the
effectiveness of the technical and organisational measures adopted by it);
iii) ensure that all personnel who have access to and/or process Personal Data are
obliged to keep the Personal Data confidential; and
iv) if you are based inside the UK or EEA (European Economic Area), we shall not
transfer any Personal Data outside of the UK or European Economic Area unless we
have ensured that the data transfer is lawful and that one of the following conditions
are fulfilled:
a. You or Akixi have provided appropriate safeguards in relation to the transfer;
b. The Data Subject has enforceable rights and effective legal remedies;
c. Akixi complies with its obligations under the Data Protection Legislation by
providing an adequate level of protection to any Personal Data that is transferred;
and
d. Akixi complies with reasonable instructions notified to it in advance by you with
respect to the processing of the Personal Data;
v) assist you, at your own cost, in responding to any request from a Data Subject and
in ensuring compliance with its obligations under the Data Protection Legislation with
respect to security, breach notifications, impact assessments and consultations with
supervisory authorities or regulators;
vi) notify you or your Telephony Services Provider without undue delay on becoming
aware of a Personal Data breach;
vii) at your written direction, or your Telephony Services Provider, delete or return
Personal Data and copies thereof to you on termination of the agreement unless
required by Applicable Law to store the Personal Data; and
viii) maintain complete and accurate records and information to demonstrate its
compliance with this clause 3.
3.6. You give Akixi consent to appoint any third-party processor of Personal Data
under the Terms. Akixi confirms that it has entered or (as the case may be) will enter
with any third-party processor into a written agreement incorporating terms which are
substantially similar to those set out in this clause 3. Akixi will notify you of any
changes to any third-party processors via our website or by updating our privacy
notice.
4. APPROPRIATE CONDUCT
You agree that you are responsible for your own conduct and any content that you
create, transmit or display while using Akixi Services and for any consequences
thereof. You agree to use Akixi Services only for purposes that are legal, proper and
in accordance with the Terms and any applicable policies or guidelines. You agree
that you will not engage in any activity that interferes with, or disrupts Akixi Services,
servers or networks connected to Akixi Services. To report any activity or content that
may violate the Terms, please contact us at https://www.akixi.com/contact/.
In addition to these Terms of Service, your use of some specific Akixi Services are
governed by the policies or guidelines specific to those services and which are
specifically incorporated into these Terms of Service.
You understand that the technical processing and transmission of Akixi Services,
including your content, may involve (a) transmissions over various networks; and (b)
changes to conform and adapt to technical requirements of connecting networks,
devices or services.
You also understand and agree that your Telephony Services Provider or account
administrator may have access to your account and its content and may suspend or
terminate your account access and your ability to modify your account.
5. PROPRIETARY RIGHTS
Akixi’s Rights
You acknowledge and agree that Akixi Services and any necessary software used in
connection with Akixi Services (“Software”) is the sole property of Akixi and contains
proprietary and confidential information that is protected by applicable intellectual
property and other laws and treaties. You are not permitted to use any of Akixi’s
trade names, trade marks, logos, domain names, or any other distinctive
brand features without Akixi’s prior written permission. Any such use
must be in strict compliance with the terms of a separate agreement you must
specifically enter into with Akixi.
License & Limited Rights
If your use of the Software is pursuant to a signed license agreement with a
Telephony Services Provider, such agreement shall apply instead of the following
terms and conditions.
Subject to the Terms, Akixi grants you a personal, non-transferable and non-
exclusive right and license to use the object code of its Software; provided that you
do not (and do not allow any third-party to) copy, modify, create a derivative work of,
reverse engineer, reverse assemble or otherwise attempt to discover any source
code, sell, assign, sub-license, grant a security interest in or otherwise transfer any
right in the Software, unless such activity is expressly permitted, required by law or
has been expressly authorised by Akixi in writing. You agree not to use modified
versions of the Software, including (without limitation) for the purpose of obtaining
unauthorised access to Akixi Services. You also agree not to access Akixi Services
by any means other than through the interface that is provided by Akixi for use in
accessing Akixi Services except as specifically authorised in a separate written
agreement.
Except as expressly authorised by Akixi you agree not to use, copy, imitate, or
incorporate any trade name, trademark, domain name, company name, or product
name in a way that is likely to cause confusion among consumers. You also agree
not to remove, obscure, or alter Akixi’s or any third-party’s copyright notice,
trademarks, or other proprietary rights notices affixed to or contained within or
accessed in conjunction with or through the Akixi Services or Software.
No Resale Of Service
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any
commercial purposes, any portion of Akixi Services, use of or access to Akixi
Services, except as otherwise expressly provided in the Terms or as specifically
authorised in a separate written agreement.
6. SOFTWARE & AUTOMATIC UPDATES
Akixi Software may automatically report version number or other
diagnostic information and may automatically download upgrades to the
Software to update, enhance and further develop Akixi Services, including providing
bug fixes, patches, enhanced functions, missing plug-ins and new versions. Any
scheduled maintenance downtimes will not prejudice any service level agreements
we have with you.
7. GENERAL PRACTICES REGARDING USE & STORAGE
You agree that Akixi has no responsibility or liability for the deletion or failure to store
any of your content and other communications maintained or transmitted by Akixi
Services. You acknowledge that Akixi may have set no fixed upper limit on the
number of records you may create or receive through Akixi Services, or the amount
of storage space used; however, we retain the right, at our sole discretion, to create
limits at any time with or without notice.
Upon the termination of your use of Akixi Services, Akixi will close your account, and
you will no longer be able to retrieve content contained in that account.
Akixi may retain content if it considers it reasonable or necessary to manage the
Akixi Services and to comply with regulatory requirements but may delete content at
its discretion.
Automatic Akixi Service Telephony Data Collection
You agree that the Akixi Service’s data collection logic can automatically access your
telephony environment on the hosted telephony platform in order to collect real-time
information related to call, device states, and/or ACD / DND activity.
If you are subscribing to third party call recording solution you also agree that the
Akixi platform’s call viewing feature(s) can automatically access your recording
platform account in order to automate the retrieval of audio recordings, either for
download and/or immediate playback.
Active Akixi Service Data & Content
Active Akixi Service Data is defined as Akixi Service configuration such as Devices,
ACD Agents, and User credentials, as well as all historic voice call and ACD & DND
activity data & content.
You agree that Akixi will only store historic call, ACD / DND activity and admin
actions records created over time through its service, for a Retention Period not less
than twelve (12) months. You also agree that Akixi has sole discretion to
automatically delete historic voice call, ACD / DND activity, and admin
actions records older than this Retention Period in order to manage data storage
capacity.
Please refer to the Glossary for a definition of ACD & DND.
Backup Data & Content
Backup Data is defined as encrypted & inaccessible data used only for service
restoration purposes in the unlikely event of a catastrophic technical failure. Backup
Data contains Akixi Service configuration such as Devices, ACD Agents, and User
credentials, as well as all historic call and ACD / DND activity data for both the
current & previous months. You agree that Akixi can maintain up to three (3) years of
historic Backup Data and that Akixi has the sole discretion to automatically &
irreversibly delete Backup Data when required for maintaining storage availability for
its data management operations.
8. MODIFICATIONS TO SERVICE
Akixi reserves the right at any time and, from time to time, modify or discontinue,
temporarily or permanently, Akixi Services (or any part thereof) with or without notice.
You agree that Akixi shall not be liable to you or to any third-party for any
modification, suspension or discontinuation of Akixi Services.
9. SUPPORT
Where we provide support through a direct contractual agreement by using our
support services, you agree to the following terms:
Scope of Support: Our support is provided to assist with technical, product-related,
or service-related inquiries. We do not offer legal advice.
Availability: Support is offered during our contracted business hours that we have
with you, which may vary depending on the service level agreement or contractual
terms. Response times are aligned with any agreement we have with you.
User Responsibility: Users are responsible for providing accurate information when
seeking support. We reserve the right to limit or terminate support for users who
provide false information or misuse the service.
Limitations: We are not liable for any data loss, system malfunction, or damages
arising from the advice provided during support interactions.
Privacy: By engaging with our support services, you consent to the collection and
use of your data in accordance with our Privacy Policy.
Changes: We reserve the right to modify support services at any time without prior
notice.
10. TERMINATION
You must cease to use any Akixi Services after the end of any contractual term
entered into for Akixi Services. You agree that Akixi may at any time and for any
reason, including a period of account inactivity (determined solely by us), terminate
your access to Akixi Services, terminate the Terms, suspend or terminate your
account.
In the event of termination, your account will be disabled and you may not be granted
access to Akixi Services, your account or any files or other content contained in your
account. Sections 9 (Termination), 12 (Indemnity), 13 (Disclaimer Of Warranties), 14
(Confidentiality), 15 (Limitation Of Liability), 19 (including “Jurisdiction”, “Waiver And
Severability Of Terms” and “Statute Of Limitations”), of the Terms, shall survive
expiration or termination.
11. LINKS
Akixi Services may provide, or third-parties may provide, links to other World Wide
Web sites or resources. Akixi has no control over such sites and resources and you
acknowledge and agree that Akixi is not responsible for the availability of such
external sites or resources, and does not endorse and is not responsible or liable for
any content, advertising, products, or other materials on or available from such sites
or resources. You further acknowledge and agree that Akixi shall not be responsible
or liable, directly or indirectly, for any damage or loss caused or alleged to be caused
by or in connection with use of or reliance on any such content, goods or services
available on or through any such site or resource.
12. INDEMNITY
Subject to clause 15, you agree to hold harmless and indemnify Akixi, its
subsidiaries, affiliates, officers, agents, resellers, employees, advertisers, licensors,
suppliers and account administrators, (collectively “Akixi & Partners”)
from and against any third-party claim, pending or threatened, arising from or in any
way related to your use of Akixi Services in, violation of the Terms, including any
liability or expense arising from all claims, losses, damages (actual and
consequential), judgments, litigation costs and solicitor’s fees, of every kind and
nature. In such a case, Akixi will provide you with written notice of such claim or
action and with reasonable control over the defence and settlement of any such claim
or action.
13. DISCLAIMER OF WARRANTIES
You expressly understand and agree that:
a. Your use of Akixi Services is at your sole risk. Akixi Services are provided on an
“as is” and “as available” basis. To the maximum extent permitted by law, Akixi &
Partners expressly disclaim all warranties and conditions of any kind, whether
express or implied, including, but not limited to the implied warranties and conditions
of merchantability, fitness for a particular purpose and non-infringement.
b. Akixi & Partners do not warrant that (i) Akixi Services will meet your requirements,
(ii) Akixi Services will be uninterrupted, timely, secure, or error-free, (iii) the operation
of your telephony platform(s) and/or associated voice calls will be uninterrupted,
timely, secure, or error-free (iv) the results that may be obtained from the use of Akixi
Services will be accurate or reliable (v) the quality of any products, services,
information, or other material purchased or obtained by you through Akixi Services
will meet your expectations, and (vi) any errors in the Software will be corrected.
c. Any material downloaded or otherwise obtained through the use of Akixi Services
is done at your own discretion and risk and that you will be solely responsible for any
damage to your computer system, network, or other device or loss of data that
results from the download of any such material.
d. No advice or information, whether oral or written, obtained by you from Akixi or
obtained from Akixi Services shall create any warranty not expressly stated in the
terms.
14. CONFIDENTIALITY
You shall keep in strict confidence all technical or commercial know-how,
specifications, inventions, processes or initiatives which are of a confidential nature,
and any intellectual property rights, that have been disclosed to you by Akixi or any
Telephony Service Provider, or discovered by you, and any other confidential
information concerning your business or Akixi Services which you may obtain. You
shall restrict disclosure of such confidential material to your employees, agents or
sub-contractors as need to know it for the purpose of discharging your obligations to
Akixi, and shall ensure that such employees, agents or sub-contractors are subject to
obligations of confidentiality corresponding to those which bind you.
Additionally, we shall ensure that persons authorised to process Personal Data
provided by the controller have committed themselves to confidentiality or are under
an appropriate statutory obligation of confidentiality. We shall not disclose Personal
Data to any third party without the prior written consent or appropriate lawful basis to
do so set out in Article 6 of the GDPR.
We are committed to protecting the confidentiality of your personal and sensitive
information. Any data you provide will be used solely for the purposes outlined in this
agreement and will not be disclosed to third parties without your explicit consent,
except as required by law. We implement reasonable security measures to safeguard
your information from unauthorized access, use, or disclosure.
15. LIMITATION OF LIABILITY
You expressly understand and agree that Akixi & Partners shall not be liable to you
for any indirect, incidental, special, consequential or exemplary loss, including but not
limited to, loss of profits, goodwill, use, data or other intangible losses (even if Akixi &
Partners have been advised of the possibility of such damages) resulting from: (i) the
use or the inability to use Akixi Services; (ii) the cost of procurement of substitute
goods and services resulting from any goods, data, information or services
purchased or obtained or messages received or transactions entered into through or
from Akixi Services; (iii) unauthorised access to or alteration of your transmissions or
data; (iv) statements or conduct of any third-party on Akixi Services; or (v) any other
matter relating to Akixi Services.
All warranties, conditions and other terms implied by statute or common law are, to
the fullest extent permitted by law, excluded from these Terms of Service.
Akixi’s total liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of the Akixi Services shall be limited to
twelve (12) times the amount of fees paid by you to Akixi in the previous single
subscription month prior to the date of any such breach of the Terms by Akixi.
Your maximum liability under these Terms of Service or arising from the Akixi
Services provided thereunder, whether such liability arises from a claim based on
breach or repudiation of contract, negligence, tort, statutory duty or otherwise, shall in
no case exceed twelve (12) times the total amount of fees paid by you to Akixi in the
previous month of subscription prior to the date of any such breach. You shall not be
liable for any indirect, incidental, special, consequential or exemplary loss, costs or
damages including but not limited to, loss of profits, goodwill, (even if you have been
advised of the possibility of such damages) resulting from your use of or any other
matter relating to the Akixi Services provided under these Terms of Service.
Nothing in these Terms of Service excludes or limits either party’s liability to the other
for death or personal injury caused by a party’s negligence or for fraud or fraudulent
misrepresentation.
16. THIRD-PARTY RIGHTS
You agree that, except as otherwise expressly provided in the Terms, there shall be
no third-party beneficiaries to the Terms and the Contract (Rights of Third Parties)
Act 1999 is excluded.
17. FORCE MAJEURE
Akixi shall have no liability to you under the Terms if it is prevented from, or delayed
in, performing its obligations under these Terms of Service or from carrying on its
business by acts, events, omissions or accidents beyond its reasonable control,
including, without limitation, strikes, lock-outs or other industrial disputes (whether
involving the workforce of Akixi or any other party), failure of a utility service or
transport network, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood, storm or default of Akixi or
sub-contractors.
18. NOTICE
You agree that Akixi may provide you with notices, including those regarding
changes to the Terms, by e-mail, regular mail, or content postings on Akixi Services.
19. GENERAL
Entire Agreement
The Terms (including any policies, guidelines or amendments that may be presented
to you from time to time such as Program Policies and Legal Notices) constitute the
entire agreement between you and Akixi and govern your use of Akixi Services,
superseding any prior agreements between you and Akixi for the use of Akixi
Services. You also may be subject to additional terms and conditions that may apply
when you use or purchase certain other Akixi Services, affiliate services, third-party
content or third-party software.
Jurisdiction
The Terms and the relationship between you and Akixi shall be governed by the laws
of the England and Wales without regard to its conflict of law provisions. You and
Akixi agree to submit to the personal and exclusive jurisdiction of the courts located
within the country of the England.
Waiver And Severability Of Terms
The failure of Akixi to exercise or enforce any right or provision of the Terms shall not
constitute a waiver of such right or provision. If any provision or part-provision of the
Terms becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that
shall not affect the validity and enforceability of the rest of the Terms.
Statute Of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of
action arising out of or related to use of Akixi Services or the Terms must be served
within one (1) year after such claim or cause of action arose.
The section headings in the Terms are for convenience only and have no legal or
contractual effect.
Partnership
Nothing in these Terms are intended to, or shall be deemed to, constitute a
partnership or joint venture of any kind between you and Akixi, nor constitute either
party, or the agent of another party for any purpose. Neither of us shall have authority
to act as agent for, or to bind the other party(s) in any way.
20. IMPORTANT PRIVACY NOTICE
Akixi Services are offered by Akixi in conjunction with your Telephony Services
Provider or account administrator where every involved party may have access to
your account information including your e-mail and records. Specifically, subject to
your designated Telephony Services Provider and/or account administrator’s privacy
policies, your account administrator may:
• View statistics regarding your account, such as information concerning your
logins or data storage usage;
• Change your account password, suspend or terminate your account access
and your ability to modify your account;
• Access or retain information stored as part of your account, including your e-
mail, telephone number, contacts and other information; and,
• Receive account information in order to satisfy applicable law, regulation, legal
process or enforceable governmental request.
Akixi’s other use of your information is governed by the Akixi Privacy Notice
(https://www.akixi.com/privacy-policy) and the applicable specific services privacy
policies.
21. PROCESSING, PERSONAL DATA & DATA SUBJECTS
Please refer to the Akixi privacy policy Akixi privacy-policy which defines the scope,
nature and purpose of processing by Akixi. Additionally, the policy defines data
retention, types and categories of personal data
22. SLAVERY & HUMAN TRAFFICKING
We are committed to acting ethically and with integrity in all our business
relationships and take reasonable steps to ensure slavery and human trafficking are
not taking place in any business or organisation that has any sort of a business
relationship with our Company. We expect all our customers and supply chain to
comply with our values and have suitable anti-slavery and human trafficking policies
and processes.
23. SANCTIONS COMPLIANCE
Each party represents and warrants that it is not currently, and has not been in the
past, subject to sanctions imposed by any governmental authority, including but not
limited to sanctions administered by the United Nations, the United States, the
European Union, or any other applicable jurisdiction.
Each party agrees to promptly notify the other party in writing if it becomes subject to
sanctions during the term of the services provided by us.
Under the Terms of Service, you will ensure that your customer base also complies
with the terms set out in Section 23.
24. ANTI-MONEY LAUNDERING
Each party agrees to comply with all applicable laws and regulations relating to anti-
money laundering, including but not limited to the Proceeds of Crime Act 2002 (UK)
and the Money Laundering Regulations 2019 (UK).
Each party agrees to implement and maintain appropriate policies, procedures, and
controls to prevent money laundering and terrorist financing activities.
Each party agrees to conduct due diligence on its counterparties and customers in
accordance with applicable laws and regulations.
25. GLOSSARY
25.1. Telephony Terminology
• ACD means an Automatic Call Distributor, which is a telephony platform
function that distributes incoming calls to a specific group of people commonly
called ACD Agents.
• DND means Do-Not-Disturb, which is a telephony platform function that allows
phone extension users to designate their device or phone account as being
either available or unavailable to take inbound calls.