Agreement: Reseller Agreement

(for partners buying concurrent call licenses & reselling to their own clients)

  1. Service Description

Inovi provides access to the 3CX Multi-Tenant Hosted PBX platform. Resellers are allocated capacity based on Simultaneous Call Licenses (SCLs), which may be subdivided across multiple customer tenants.

  1. Billing & Payment
  • Billing is based on the number of Simultaneous Call Licenses (SC) allocated to the Reseller.
  • Fees are billed monthly in advance.
  • Non-payment beyond 14 days of invoice due date may result in suspension of service.
  1. Responsibilities of the Reseller
  • Provide 1st and 2nd line support to their end-customers.
  • Manage tenant provisioning and configuration via the Inovi portal.
  • Ensure compliance with telecom regulations and lawful usage by their customers.
  • Remain liable for all call charges and service consumption under their account.
  1. Service Levels
  • Inovi provides platform uptime of 99.95% (measured monthly).
  • Support is available 08:00–18:00 SAST weekdays, with emergency escalation 24/7 for critical outages.
  1. Termination
  • Agreement is for a minimum of 12 months from service start.
  • Early termination is only permitted if:
    • Inovi fails to deliver service within a reasonable timeframe;
    • Service levels consistently breach the SLA;
    • Support is not provided in line with obligations.
  • Reseller must provide written notice of breach and a 30-day cure period.
  • If terminated without valid cause, Inovi reserves the right to bill the remaining months of the 12-month term.
  • Agreement auto-renews for 12-month terms unless terminated with 60 days’ written notice prior to renewal.
  • Data (logs, recordings, voicemails) will be deleted 30 days post-termination.
  1. Liability & Indemnity
  2. Inovi is not liable for losses arising from misuse, misconfiguration, or regulatory breaches caused by the Reseller.
  • Reseller indemnifies Inovi against claims resulting from their customers’ use of the service.

Shared Provisions (Applicable to Both Resellers & Direct Clients)

  • Service Levels: 99.5% uptime target; support during business hours (08h00–17h00 SAST).

  • Backups: Performed at system level; individual tenant restores are not available.

  • Restrictions: Prohibited use includes auto-dialers, fraud, and activity that destabilises the shared PBX.

  • Liability: Inovi’s liability is limited to the value of fees paid in the preceding 3 months.

  • Amendments: Inovi may amend service features, pricing, or these Terms with 30 days’ notice.

  • Governing Law: Republic of South Africa.

Service Scope

Inovi grants the Reseller access to the PBX under a shared multi-tenant model, with a dedicated allocation of SC licenses. The Reseller may create and manage tenants (end-customers) within its licensed SC pool.

Terms & Conditions

Reseller Multi-Tenant PBX Agreement (SC Licensing)

1. Definitions

  • “Inovi”: Inovi Tel (Pty) Ltd, the service provider.

  • “Reseller”: The contracting company procuring PBX capacity for resale.

  • “PBX”: The shared 3CX Multi-Tenant platform.

  • “SC License”: Simultaneous Call capacity licensed to the Reseller.

2. Service Scope

Inovi grants the Reseller access to the PBX under a shared multi-tenant model, with a dedicated allocation of SC licenses. The Reseller may create and manage tenants (end-customers) within its licensed SC pool.

3. Billing

  • Reseller is billed per SC license, per month.

  • Additional SC capacity may be added at the prevailing rates.

  • Inovi invoices the Reseller only; the Reseller remains solely responsible for billing its own end-customers.

4. Limitations

  • Minimum license: 16 SC PRO shared instance.

  • Reseller cannot re-allocate unused SC capacity across multiple agreements without Inovi’s consent.

  • CRM, Microsoft 365, and Teams integrations are not available in multi-tenant mode.

  • Each end-customer tenant is limited to one department with unique extension ranges.

5. Responsibilities

  • The Reseller is responsible for first-line support of its customers.

  • The Reseller must ensure its customers comply with ICASA, POPIA, and all applicable telecom regulations.

  • The Reseller must not misrepresent the service as a dedicated PBX unless specifically provisioned as such.

6. Termination

  1. The Service is contracted for a minimum term of twelve (12) months from the Service Commencement Date.

  2. Early termination by the Client/Reseller is not permitted during the contract term, except where:

    • Inovi fails to deliver the agreed service within a reasonable timeframe; or

    • Service levels fall materially below the agreed SLA; or

    • Inovi consistently fails to provide support in line with contractual obligations.

  3. Should early termination occur under the permitted exceptions above, the Client/Reseller shall provide Inovi with written notice of breach and allow a reasonable 30-day cure period for Inovi to rectify the issues.

  4. If the Client/Reseller terminates the Service without valid cause (as defined above), Inovi reserves the right to bill the remaining balance of the 12-month contract term.

  5. At the end of the 12-month term, the agreement shall automatically renew for subsequent 12-month periods unless terminated by either party with 60 days’ written notice prior to renewal.

  6. Upon termination or expiry, tenant data (recordings, voicemails, logs) shall be deleted after 30 days unless otherwise agreed in writing.

End-Customer Multi-Tenant PBX Agreement (Per Extension)

1. Definitions

  • “Inovi”: Inovi Tel (Pty) Ltd, the service provider.

  • “Client”: The contracting company receiving PBX services.

  • “Extension”: A user license provisioned on the PBX.

2. Service Scope

Inovi provides the Client with a partitioned PBX environment, including extensions, DIDs, call routing, voicemail, queues, and reporting.

3. Billing

  • Client is billed per extension, per month, subject to a minimum of [X] extensions.

  • Call charges are billed per the agreed rate card.

  • Optional features (call recording retention, storage, etc.) may incur additional charges.

4. Limitations

  • Each Client is limited to one department.

  • Extension ranges must be unique within the system.

  • CRM, Microsoft 365, and Teams integrations are not supported.

  • Call capacity is shared; high-usage Clients may affect system performance.

5. Responsibilities

  • Client must ensure its network, firewalls, and internet meet 3CX requirements.

  • Client is responsible for the lawful use of recordings and compliance with POPIA.

  • Access credentials and devices must be secured by the Client.

Limitations (Transparency Statement)

While 3CX Multi-Tenant provides a flexible solution, there are functional and operational limitations compared to a dedicated instance:

  1. Licensing & Capacity

    • Minimum license is 16 SC PRO (shared across all tenants).

    • Simultaneous calls are shared across all tenants; one tenant can consume the entire pool.

    • NFR (Not for Resale) licenses are not permitted.

  2. Integrations

    • CRM, Microsoft 365, and Microsoft Teams integrations are not supported in multi-tenant mode.

    • Tenants requiring deep CRM or Teams integration must be provisioned on a dedicated PBX.

  3. Tenant Setup

    • Each tenant is limited to a single department.

    • Extension ranges must be unique across all tenants.

    • Cross-tenant internal dialing is not available.

  4. Customisation & Features

    • Music on Hold: Queue-based hold music can differ per tenant; however, global hold music applies when agents place calls on hold.

    • Directories: No per-tenant contact directory.

    • Voicemail Notifications: Limited to basic functionality (e.g. no per-tenant time/date stamps in some clients).

    • Holiday Scripts: Tenants configure hours/routing, but system owner manages prompts.

  5. Data & Backups

    • Backups are system-wide; individual tenant restores are not supported.

    • Call recordings and voicemails are stored in shared infrastructure but segmented by tenant. Absolute separation cannot be guaranteed.

  6. Scalability

    • Intended for SMB environments (5–20 extensions per tenant).

    • Tenants requiring >50 users or advanced call center features should migrate to a dedicated PBX.