Terms and Conditions - Microsoft Teams Phone Service Agreement

This Microsoft Teams Phone Service Agreement (the "Agreement") is made on {{created_date}} between:

{{company_name}} (the "Customer"); and
{{brand_company_name}} ("Kinetic", "we", "us").

This Agreement applies specifically to Microsoft Teams Phone and related telecom services and is separate from any IT support agreement unless stated otherwise.

1. Services Provided

• 1.1Kinetic will supply and manage Microsoft Teams Phone services as outlined in the accepted proposal (the "Service Description").
• 1.2Services may include:
  • Microsoft Teams Phone licensing
  • Operator Connect, Calling Plan, or Direct Routing
  • Number porting coordination
  • System configuration and programming
  • Device supply where purchased
  • User onboarding and training
  • Ongoing licence and service administration
• 1.3Services rely on Microsoft and third-party telecom carriers. Kinetic does not operate or control these networks.

2. Telecom and Third-Party Dependency

• 2.1Teams Phone services rely on Microsoft 365 cloud services, telecom carrier infrastructure, internet connectivity, and electrical power.
• 2.2Kinetic is not responsible for outages, degradation, latency, or call quality issues caused by third-party providers.
• 2.3Telecom services are provided on a best-efforts basis. Continuous or fault-free service is not guaranteed.
• 2.4Resolution times for third-party faults are outside Kinetic’s control.

3. Emergency Calling (999/112)

• 3.1Microsoft Teams Phone supports access to emergency services, however availability depends on internet connectivity and power.
• 3.2Location information presented may not reflect the user’s physical location, particularly for mobile or remote users.
• 3.3The Customer must ensure users:
  • Maintain alternative calling methods (e.g. mobile phone)
  • Understand emergency calling limitations
  • Provide accurate site address information where required
• 3.4Kinetic accepts no liability for inability to access emergency services due to internet failure, power outage, or third-party disruption.

4. Licensing and Call Charges

• 4.1Licences are billed monthly in advance unless stated otherwise.
• 4.2Annual commitment licences are binding for the full committed term and non-refundable once activated.
• 4.3Call bundles are subject to carrier fair usage policies.
• 4.4Additional charges may apply for international calls, premium rate numbers, non-geographic numbers, directory services, and usage outside bundle allowances.
• 4.5Usage-based charges are billed monthly in arrears.
• 4.6The Customer is responsible for all call traffic generated from users, devices, call queues, auto attendants, or connected equipment.

5. International Calling

• 5.1International calling is barred by default.
• 5.2International dialling may be enabled upon written request.
• 5.3Once enabled, calling is permitted to all countries. Selective country restrictions are not possible.
• 5.4Calls are charged per minute at prevailing carrier rates.
  Example rates (guide only, subject to change):

  Destination	From
  USA	£0.0066
  Germany	£0.0104
  France	£0.0164
  Spain	£0.1209
  Australia	£0.0633
  India	£0.0337
  UAE	£0.5388
  South Africa	£0.4114
  Japan	£0.0461
  Brazil	£0.0094

  Full rate card available on request and subject to change.
• 5.5Charges are billed in arrears on the following invoice.
• 5.6The Customer accepts full responsibility for all international call charges once enabled.

6. Premium Rate and Special Numbers

• 6.1Premium rate, special service, personal numbering, and high-cost ranges are barred by default.
• 6.2If restrictions are removed at Customer request, all resulting charges apply.
• 6.3The Customer accepts full responsibility for all such charges once enabled.

7. Fraudulent or Excessive Call Traffic

• 7.1The Customer is responsible for all call charges including those arising from compromised accounts, hacked devices, phishing or malware, misconfiguration, unauthorised use, or fraudulent activity.
• 7.2All charges remain payable regardless of cause.
• 7.3Kinetic accepts no liability for fraudulent or excessive call costs.
• 7.4Kinetic may suspend or restrict services without notice if abnormal call activity is detected.

8. Connectivity and Call Quality

• 8.1Call quality depends on internet connectivity, internal network, Wi-Fi coverage, firewall configuration, and bandwidth.
• 8.2Kinetic is not responsible for degraded call quality caused by connectivity or network issues.
• 8.3Network remediation work is chargeable unless covered by support agreement.

9. Number Porting

• 9.1Porting typically takes 2-6 weeks but may take longer.
• 9.2Customer must provide accurate provider information.
• 9.3Incorrect information may delay or cause rejection.
• 9.4Existing services must remain active until port completion.
• 9.5Kinetic is not liable for number loss due to early cancellation.
• 9.6Port dates cannot be guaranteed.

10. System Configuration and Programming

• 10.1Setup follows selected programming tier.
• 10.2Changes outside scope charged at £90.00 per hour + VAT unless agreed otherwise.
• 10.3Structural changes post-approval may be treated as project work.

11. Hardware

• 11.1Hardware becomes Customer property once paid.
• 11.2Manufacturer warranties apply.
• 11.3Kinetic not responsible for third-party or customer equipment.

12. Support

• 12.1Where Customer holds support agreement, Teams Phone support aligns to that agreement.
• 12.2Without support cover, support charged at £90.00 per hour + VAT.
• 12.3Support excludes Microsoft or carrier outages.

13. Price Adjustment (RPI and Third-Party Increases)

• 13.1On each anniversary, recurring fees may increase in line with UK RPI.
• 13.2Minimum increase 2%. Maximum equal to RPI increase.
• 13.3If RPI is zero or negative, 2% minimum applies.
• 13.4Kinetic may pass through Microsoft or carrier price increases at any time.

14. Suspension for Non-Payment

Kinetic may suspend services where invoices remain unpaid after due date and reasonable notice has been given.

15. Assignment and Transfer

• 15.1Kinetic may assign or transfer this Agreement to an affiliate or successor.
• 15.2Customer may not assign without written consent.

16. Term and Cancellation

• 16.1Monthly services run on rolling basis.
• 16.2Annual commitments payable for full term.
• 16.330 days written notice required.
• 16.4Cancellation does not remove third-party commitments.

17. Limitation of Liability

• 17.1Nothing limits liability for death, personal injury, or fraud.
• 17.2Kinetic not liable for loss of revenue, missed calls, reputational damage, third-party outages, connectivity issues, or indirect loss.
• 17.3Total liability limited to fees paid in previous three (3) months.

18. No 90-Day Guarantee

The 90-day satisfaction guarantee does not apply to Teams Phone, telecom services, licences, call charges, or hardware.

19. General

Governing Law: England and Wales.

Amendments must be agreed in writing.

Agreement becomes binding once digitally accepted.