Last Updated: Sept 3rd 2020

THESE TERMS OF SERVICE, including the Order(s) and any applicable Service Attachments, which by this reference are incorporated herein (“Agreement”), are a binding agreement between Workair whose registered office is located at 33 Sir John Rogersons Quay, Dublin 2 (“Workair”) registration number 573444 . Workair and Customer may be individually referred to as a “Party” or collectively as the “Parties”. Workair provides third party cloud unified communications, contact centre and and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement and on the condition that customer accepts and complies with this Agreement. By electronically signing this Agreement, Customer (a) accepts this agreement and agrees that Customer is legally bound by its terms; and (b) represents and warrants that: (i) its representative is 18 years of age or of legal age to enter into a binding agreement; and (ii) has the right, power, and authority to enter into this agreement on behalf of the corporation, governmental organisation, or other legal entity, and to bind such organisation to these terms.

The Parties agree as follows:

1. Definitions
Capitalised terms not defined have the meaning given to them in Attachment A.

2. Ordering and Term

A. Ordering Services

Customer may order Services by submitting electronically an Order to workair or, for subsequent orders, via email.
The Order will identify the Services requested by Customer together with: (i) the price for each Service; (ii) scheduled Start Date; (iii) and products leased, licensed or sold to Customer, if any.

An Order will become binding when it is executed by the Customer and accepted by Workair. Workair may accept an Order by commencing performance of the requested Services. The Services will begin on the Start Date, as identified in the applicable Order. Customer may purchase additional Services, software, and equipment through Orders via the account manager.

B. Service Descriptions

Workair match a customers requirements to the Unified Communications solution that best meets these needs based on what information the customer gives us. Workair use all reasonable endeavours to ensure that the solution recommended by workair is most suitable to the customer. The Services applicable to Customer’s Services are incorporated into the workair partners websites (8×8, RingCentral, Dialpad. Fuze, LogMeIn, Vonage) depending on the service selected by the
customer.

The service agreements can be found:

8×8 – https://www.8×8.com/terms-and-conditions?locale=ie
RingCentral – https://www.ringcentral.ie/legal/last-update-October-15-2019/tos.html
Dialpad – https://www.dialpad.com/legal/
LogMeIn – https://www.logmeininc.com/legal/terms-and-conditions
Fuze – https://www.fuze.com/legal
Vonage – https://www.vonage.com/legal/unified-communications/tos/

Workair supply third party cloud-based unified communications service that includes enterprise-class voice, fax, text, call handling, mobile apps, and bring-your-own- device (BYOD) capability that integrates with a growing list of applications.

C. Equipment

Customer may purchase equipment from Workair for use with the Services. Workair will only support devices that have been purchased from workair. Any other devices are the responsibility of the customer

D. Term of this Agreement

The term of this Agreement will commence on the Effective Date and continue until the last Order Form is terminated or expires, unless terminated earlier in accordance with its terms.

E. Services Term and Automatic Renewal

The Services’ term will begin on the Start Date of the initial Order and continue for the initial term set forth in the initial Order (“Initial Term”). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless either Party gives notice of non-renewal at least thirty (30) days before the expiration of the Initial Term or the then-current Renewal Term. The term of any recurring Services added to the Account after the initial Order is submitted will start on the Start Date of the subsequent Order, will run conterminously with the then-current term of any pre- existing Services, and will be billed on the same billing cycles as the pre-existing Services.

3. Invoicing and Payment

A. Prices and Charges

All prices are identified in euros as identified on the Quote. Additional charges may result if Customer activates additional features, exceeds usage thresholds, or purchases additional Services or equipment. Customer will be liable for all charges resulting from use of the Services on its Account.
Recurring charges for the Services begin on the Start Date and will continue for the Term.
Outbound calling rates will be applied based on the rate in effect at the time of use. Customer may locate the currently effective rates on workair.ie.

B. Billing and Payment

All Services and equipment will be invoiced monthly. All customers must sign a Direct Debit. Licence fees are charged at the start of the month in advance and all other services are charges in arrears. Workair will suspend the services to a customer where the bill is outstanding for more than 28 days. A reconnection of €1,000 will be applied to any suspended service

C. Taxes
All rates, fees, and charges are exclusive of applicable Taxes. VAT is added on the invoice.

D. Billing Disputes

If a Customer reasonably and in good faith disputes any portion of Workair’s charges, it must provide written notice to Workair within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount being disputed. Customer’s dispute as to any portion of the invoice will not excuse Customer’s obligation to timely pay the undisputed portion of the invoice. Upon resolution, Customer must pay any unpaid amounts within thirty (30) days. Any amounts that are found to be in error resulting in an overpayment by the Customer will be applied as a billing credit against future charges. Customer will be reimbursed any outstanding billing credits at the expiration or termination of this Agreement.

4. Provision of the Service

A. General Terms

Workair will provide the Services through its partners (8×8, RingCentral, Dialpad. Fuze, LogMeIn, Vonage) as described in the relevant Quotation. Those partners are responsible for the SLAs quoted to customers (see section 2B). Any liability for service will be passed through to the relevant partner (8×8, RingCentral, Dialpad. Fuze, LogMeIn, Vonage) by workair. Workair do not accept any liability associated with the provision of services from those partners.

B. Customer Care

– workair provide all first-tier support to Customer’s End Users.
– Workair will make second-tier remote support available to Customer’s via the partners support desks.

C. Professional Services

Workair offers a broad portfolio of professional services that includes onsite and remote implementation services, extended enterprise services, including dedicated proactive network monitoring and premium technical support, and consulting. Any such services are governed by this Agreement, Workair’s Professional Services Agreement, and any applicable Statement of Work (SOW).

D. Subcontracting

Workair may provide any of the Services hereunder through any of its Affiliates or subcontractors.

5. Use of the Service

A.Service Requirements

The Services are dependent upon Customer’s maintenance of sufficient Internet access, networks and power as set forth in Workair’s Technical specification, available as part of the pre install checklist provided to the customer. Workair will not be responsible for any deficiencies in the provision of the Services if Customer’s network does not meet Workair’s Technical Requirements Document.

B. Use Policies

Customer and its End Users may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies referenced below, which are incorporated into and form part of this Agreement.

Workair may update the Use Policies from time to time and will provide notice to Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to Customer.

6. Termination

A. Termination for Cause

Either Party may terminate this Agreement and any Services purchased hereunder in whole or part by giving written notice to the other Party if the other Party: i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice; ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services; or iii) to the extent permitted by law upon the commencement by or against the insolvency proceedings, or any other proceedings or an assignment for the benefit of creditors.

B. Effect of Termination

I. (a) If Customer terminates the Services, a portion of the Services, or this
Agreement in its entirety due to Workair’s material breach under Section 6(A)
(Termination for Cause), Customer will not be liable for any fees or charges for
terminated Services for any period subsequent to the effective date of such
termination (except those arising from continued usage before the Services are
disconnected), and Workair will provide Customer a pro-rata refund of all any
prepaid and unused fees or charges paid by Customer for terminated Services.

II. (b) If this Agreement or any Services are terminated for any reason other than as a result of a material breach by Workair the Customer must, to the extent permitted by applicable Law and without limiting any other right or remedy of Workair, pay within thirty (30) days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services for the remainder of the then-current Term.

C. Termination or suspension of licenses within an agreement.

i. Where a customer looks to terminate a number of licenses from their system and while the customer is still under agreement / contract with workair ; workair will, at workairs absolute discretion, either :
– invoice the customer for the license fees, at the contracted rate, for the remainder of the term of the agreement or
– agree a one-off settlement fee with the customer to enable the licenses to be cancelled or
– workair may extend the length of the customer agreement for the remaining licenses.

7. Confidentiality

A. Restrictions on Use or Disclosures by Either Party

During the Term of this Agreement and for at least one (1) year thereafter, the Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information.

Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to it in order to perform or exercise such Party’s rights or obligations under this Agreement and who are required to protect it against unauthorised disclosure in a manner no less protective than required under this Agreement. Each Party may disclose the other Party’s Confidential Information in any legal proceeding or to a governmental entity as required by Law.

8. Data Protection

A. Data Privacy

Workair respects Customer’s privacy and will only use the information provided by Customer to Workair or collected in the provision of the Services in accordance with:

(a) the Privacy Notice
(b) Workair’s Data Processing

Workair may update the Privacy Notice and the Data Processing Addendum from time to time and will provide notice of any material updates to the Customer as required by applicable Laws at the email address on file with the Account.

B. Data Security

Workairs partners will take commercially reasonable precautions, including, without limitation, technical (e.g., firewalls and data encryption), organisational,
administrative and physical measures, to help safeguard Customer’s Account, Account Data, and Customer Content against unauthorised use, disclosure, or modification.

Customer must protect all End Points using industry-standard security measures. Customer is solely responsible to keep all user identifications and passwords secure. Customer must monitor use of the Services for possible unlawful or fraudulent use. Customer must notify Workair immediately if Customer becomes aware or has reason to believe that the Services are being used fraudulently or without authorisation by any End User or third party. Failure to notify Workair may result in the suspension or termination of the Services and additional charges to Customer resulting from such use. Workair will not be liable for any charges resulting from unauthorised use of Customer’s Account.

10. Limitation of Liability

A. Excluded Damages

EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR FRAUD, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (1) INDIRECT,
REPUTATIONAL, OR IMMATERIAL DAMAGES OF ANY KIND; (2) COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW.

B. Direct Damages

EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT WILL BE GOVERNED BY THE TERMS OF THE RELEVANT PARTNER (See section 2D). Workair will put the customer in touch with the relevant service partner in the event of a claim Workair will have no liability for breaches of service by one of its partners.

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE A PARTY’S LIABILITY ARISING FROM DEATH OR PERSONAL INJURY CAUSED BY
NEGLIGENCE, OR FOR ANY OTHER LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW.

11. Indemnification

A. Indemnification Obligations

Customer agrees to indemnify and defend Workair and its Affiliates at Customer’s expense, from and against any and all third-party claims, arising out of or in connection with: i) material violation of applicable Law by the Customer or its End Users in connection with the use of the Services; ii) use of the Services in a manner not authorised by this Agreement; iii) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided by or on behalf of Workair, or iv) claims relating to Customer Content. Further, Customer will indemnify and hold harmless Workair against all damages, costs, and legal fees finally awarded against Workair by a court of competent jurisdiction in connection with such third-party claim or agreed to in a written settlement agreement approved in writing by the Customer.

B. Defence and Indemnification Procedures

Any Party seeking defence or indemnification (the “Indemnified Party”) will be redirected to the relevant service partner (see section 2D). Workair have no liability in such circumstances/

12. Warranties

A. Workair Warranty

To the extent permitted by Law, Workair shall pass through to Customer any and all warranties Workair receives in connection with services and equipment provided to Customer.

B. Customer Warranty

Customer’s and its End Users’ use of the Services must at all times comply with all applicable Laws and this Agreement.

C. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED BY WORKAIRS SERVICE PARTNERS (see section 2D) “AS IS” AND “AS AVAILABLE,” AND WORKAIR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT WORKAIR CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

14. Miscellaneous

A. Headings, Interpretation

The headings, section titles, and captions used in the Agreement are for convenience of reference only and will have no legal effect. All defined terms include related grammatical forms, and, whenever the context may require, the singular form of nouns and pronouns include the plural, and vice versa. The Parties agree that this Agreement will be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore should not be construed against a Party or Parties on the grounds that the Party or Parties drafted or was more responsible for drafting the provision(s).

B. Governing Law

The Agreement is governed by Irish Law.

C. Regulatory and Legal Changes

In the event of any change in Law, regulation or industry change that would prohibit or otherwise materially interfere with Workair’s ability to provide Services under this Agreement, Workair may terminate the affected Services or this Agreement or otherwise modify the terms thereof.

D. Entire Agreement

The Agreement, together with any exhibits, Orders, and Service Attachments, each of which is expressly incorporated into this Agreement with this reference, constitutes the entire agreement between the Parties and supersedes and replaces any and all prior or contemporaneous understandings, proposals, representations, marketing materials, statements, or agreements, whether oral, written, or otherwise, regarding such subject.

E. Electronic Signature and Counterparts

This Agreement may be executed electronically and in separate counterparts each of which when taken together will constitute one in the same original. Each Party agrees that an Electronic Signature, whether digital or encrypted, is intended to authenticate this Agreement and to have the same force and effect as manual signatures.

F. Survival

The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Agreement or an Order will survive expiration or termination of this Agreement or the Order, including without limitation payment obligations, warranty disclaimers, indemnities, limitations of liability, definitions and miscellaneous.

Attachment A – Definitions

Definitions. Capitalised terms used in this Agreement but otherwise not defined have the following meaning:

– “Account” means the numbered account established with Workair and associated
with Customer and the Services provided to Customer under this Agreement. For
billing and convenience purposes, multiple services, Digital Lines, or End Users
may be included in a single billing account, and/or a single Customer may have
multiple billing accounts encompassing different geographic locations, business
units, or other designations as requested by Customer and accepted by Workair.

– “Account Administrator” means the person(s) who have been granted authority by
Customer to set up, amend, or otherwise control settings and/or make additional purchases for the Account via the Administrative Portal. Account Administrators may have varying levels of Account rights, skills, or permissions.

– “Account Data” means: any business contact information provided with the Account; Workair-generated logs of calling or other metadata developed or collected in the provision of the Services; configuration data; and records of Digital Lines and any Services purchased under this Agreement.

– “Administrative Portal” means the online administrative portal through which Account Administrators control settings and/or make additional purchases for the Account.

– “Affiliate(s)” means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with a Party hereto, and “control” means beneficial ownership of greater than fifty percent (50%) of an entity’s then- outstanding voting securities or ownership interests.

– “Confidential Information” means any information disclosed by or on behalf of the Disclosing Party to the Receiving Party that should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure.

– “Customer Content” means the content of calls, facsimiles, SMS messages, voicemails, voice recordings, shared files, conferences or other communications transmitted or stored through the Services.

– “Digital Line” means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits an End User generally to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account.

– “Disclosing Party” means the Party disclosing Confidential Information or on whose behalf Confidential Information is disclosed by such Party’s agents, including but not limited to, its Affiliates, officers, directors, employees and attorneys.

– “Dispute” has the meaning set forth in Section 13(A) (Good Faith Attempt to Settle Disputes).

– “Effective Date” means the date of execution of the initial Order.

– “Electronic Signature” means an electronic sound, symbol, or process, including
clicking a digital button to accept, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record.- “End Point” means an application or device through which any End-User might access and/or use any of the Services, including without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations.

-“End User” means an individual user to whom Customer makes the Services available, and may be a natural person, and may include but is not limited to Customer’s employees, consultants, clients, external users, invitees, contractors and agents.

-“Force Majeure Event” means any event or circumstance that are beyond that Party’s control, which are considered without limitation as force majeure: any act of God; national emergency; third-party telecommunications networks; riot; war; terrorism; governmental act or direction; change in Laws; fibre, cable, or wire cut; Sub-processor failure; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labour disturbance; or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party.

– “Helpdesk” means first-tier support provided to End Users by Customer.

– “Home Country” means France or the country that is otherwise designated as
Your primary or home country in the Order for the Services.

– “Indemnifying Party” and “Indemnified Party” have the meanings set forth in
Section 11(B) (Defence and Indemnification Procedures).

– “Initial Term” has the meaning set forth in Section 2(E) (Services Term and
Automatic Renewal).

– “Intellectual Property Rights” or “IP Rights” means all common law and statutory
rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and “moral” rights; (c) the protection of trade and industrial secrets and Confidential Information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names and service marks; (f) a person’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).

– “Law” means any law, statute, regulation, rule, ordinance, administrative guidance, treaty or convention, or court or administrative order or ruling of any governing Federal, State, or local or non-U.S. governmental body with jurisdiction
over the Services.

– “Order(s)” or “Order Form(s)” means a request or order for Services describing
the type and quantity of Services required by Customer and submitted and accepted by the Parties in accordance with Section 2(A) (Ordering Services). The Order may be presented and executed on the Workair website or via the Administrative Portal.

– “Receiving Party” means the Party or its agents, including, but not limited to its Affiliates, officers, directors, employees and attorneys receiving Confidential Information.

– “Renewal Term” has the meaning set forth in Section 2(E) (Services Term).

– “Workair Customer Care” means Workair’s Customer support operations,

– “Service(s)” means all services provided under this Agreement and set forth in
one or more Order(s).

– “Service Attachment” means documents appended to the Agreement containing additional terms for equipment and Services.

– “Start Date” means the date so identified in the relevant Order or the date on which Customer orders Services via the website or the Administrative Portal.

– “Taxes” means any present or future taxes, levies, imposts, duties, deductions, charges, fees or withholdings in each case of a fiscal nature imposed, levied, withheld or assessed by any governmental authority (including, without limitation, value added, sales or turnover taxes), together with any interest, surcharges or
penalties imposed thereon or with respect thereto.

– “Term” means the Initial Term plus any Renewal Terms.

– “Use Policy” refers to any of the policies identified in Section 5(B) (Use Policies).