UnifiedRing Virtual PBX Terms and Conditions

Terms and Conditions

UnifiedRing General Terms

1.Agreement Structure

The Agreement shall comprise of: (1) each set of Commercial Terms set out in the Order Confirmation Invoice: (2) the Service Schedules: (3) any applicable Price Plan Guide(s): (4) these General Terms: (5) UnifiedRing’s Standard Price List: and (6) any other document expressly referred to in the Agreement: which apply in decreasing order of precedence.

2.Definition.

The defined terms in the Agreement shall have the following meanings:

Actual Spend –

For applicable Agreements specifying a Target Spend, the aggregate amount of Charges incurred and paid by Customer during the Minimum Term for the Service which the Target Spend relates, but excluding Equipment Charges.

Access Fee –

A periodic fee payable by Customer for the use of the Services.

Bearer Service –

The method of transport used to carry communication information over the Network and the provision of access for external communications to the Network. Speeds may vary significantly and are dependent on coverage.

Business Day –

Any day which is not a Saturday, a Sunday or a public holiday in England.

Charge –

Access Fees, fees for Equipment. Software Licence fees, Recovery Charges, Standard Rate fees, Price Plans, Bundles, Features, Third Party Services fees and all other fees payable by Customer for the use of the Services.

Commencement Date –

The date of UnifiedRing acceptance of the Commercial Terms. Where acceptance is not express, acceptance is deemed when UnifiedRing begins to provide the Services and/or Equipment to Customer. Except for Target Spend Services, if Customer makes further orders after the initial Commencement Date, the commencement date for the ordered Services shall be the date UnifiedRing begins to provide the ordered Services and/or Equipment to Customer.

Commercial Terms –

The document headed ‘The Commercial Terms’ or ‘Welcome Letter’ or ‘Order Confirmation Invoice’ which details the commercial offer to Customer for the Services and which incorporates any applicable Service Terms and Price Plan Guides and these General Terms.

Confidential Information –

Information which would reasonably be regarded as confidential by a business person concerning the operations, business, services, know-how, suppliers, customers, or products of the disclosing Party disclosed by a Party before or after the Commencement Date.

Connection –

A Unitedfone SIM Card, Landline, desktop etc that has been configured to attach to the Network, with a price plan associated with it.

Content Service Pass –

A virtual pass to access content services as part of Customer’s price plan (where applicable).

Customer Affiliate(s) –

Any corporate body registered in the UK in which the Customer has the beneficial ownership of more than 50% of the issued share capital, or the legal power to direct the general management of that company.

Customer –

The contracting party set out in the Commercial Terms.

Customer Equipment –

Any tangible material not supplied by UnifiedRing to Customer, such as a mobile phone or a connecting cable.

GSM Gateway –

Any equipment containing a SIM Card which enables calls from a fixed network (landline) to be routed via GSM link to a mobile network establishing a mobile-to-mobile (‘on-net’) call.

Insolvency Event –

An event where the other Party goes into liquidation, makes an arrangement with creditors, appoints a receiver or administrator or has bankruptcy or insolvency proceedings brought against it; or suffers a similar event in any jurisdiction.

Intellectual Property Rights –

Rights in, and in relation, to any patents, registered designs, design rights, trademarks , trade and business names (including all goodwill associated with any trademarks or trade and business names), copyright, moral rights, databases, domain names, topography rights and utility models, and including the benefit of all registrations of applications to register and the right to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof) and wherever in the world enforceable; rights in the nature of unfair competition rights and to sue for passing off; and trade secrets, confidentiality and the other proprietary rights, including rights to know-how and other technical information.

Minimum Term –

The minimum term which Customer commits to receive a Service measured from the Commencement Date, as specified in the Commercial Terms.

Network –

The telecommunications system UnifiedRing uses to provide the Services.

Party -

UnifiedRing and the Customer, together known as ‘the Parties’.

Port –

The transfer of a mobile number or landline number that is connected to the Network under this Agreement to a different network provided by another supplier.

Price Plan Guide –

A document which details out of bundle Charges and individual terms for a particular standard price plan, as updated from time to time.

Service(s) -

A service provided by UnifiedRing pursuant to the Agreement as described in the relevant Service Terms and as set out in the Order Confirmation Invoice.

Service Schedules –

are individual Service Schedules and Smart Office Guides which set out the information, terms and conditions of Smart Office Plans, and the Features.

Service Terms –

Service Schedules that sets out Services specific information such terms and conditions, specifications and technical information.

SIM Card(s) –

A subscriber identity module card is an integrated circuit storing user specific data to allow use of equipment on the Network.

Software –

A machine executable computer program, software module or software package or any part thereof (in object code only), supplied by UnifiedRing or its licensors to Customer irrespective of how it is stored or executed.

Software Licence –

The terms and conditions that prescribe; how Customer shall use the Software, the rights of the Software owner or licensor, and the rights of the Software user, in relation to such Software, which may be provided as a ‘click – through’ or ‘shrink wrap’ licence.

Standard List Price –

UnifiedRing’s standard unsubscribed Charges for Services and Equipment as advised to Customer by UnifiedRing and /or as made available on request by UnifiedRing (as amended by UnifiedRing from time to time).

Standard Rate –

This is the tariff rates that will be applied after exceeding Allowances, Bundles, Fair Use Policy, Price Plans and Smart Plans and the tariff rates may increase and/or decrease depending upon inflation and will be published on UnifiedRing websitehttp://www.UnifiedRing.co.uk/

Term –

The Customer will agree to one of the following durations of the Services:

  1. A monthly rolling contract
  2. A 12 (twelve) month fixed contract pay upfront and
  3. A 24 (twenty four) month fixed contract pay monthly.

Third Party Services –

Those Services provided by third parties which are charged in addition to Customer’s inclusive price plan allowance. Third party services may include premium rate services, content services, calls to non-geographic numbers, calls to call forwarding numbers, using Customer Equipment or Equipment abroad, or making calls and sending texts to a country outside the UK.

Trial Period

A period during which Customer may trial the Service without charge (unless otherwise agreed), the length of which is subject to the following Unifiedring General Terms.

UK –

England, Wales, Scotland, Northern Ireland and adjacent islands (e.g. Isle of Wight) but excluding the Channel Islands and the Isle of Man.

User -

An individual end user of the Services under this Agreement.

UnifiedRing –

Unitedfone Limited with Registered Number 9646747 and registered office 54 Marsh Wall, London E14 9TP

Vectone Group –

UnifiedRing Group, UnifiedRing and any company in which UnifiedRing Group owns (directly or indirectly) 15% or more of the issued share capital and any partner market listed on the investor relations page at http://www.UnifiedRing.co.uk

3.UnifiedRing’s Obligations

a.    UnifiedRing shall use reasonable endeavours to supply Customer with the Service according to the standard of skill and care expected of a competent telecommunications provider.

b.    Customer acknowledges that, due to the nature of mobile technology, it is impossible to provide a fault-free Service. For example, the Services may be affected by local terrain (trees, hills and buildings), weather, electromagnetic interference, arrangement of and number of users accessing a base station, and compatibility and availability of any equipment, systems and third-party services used by Customer.

c.    UnifiedRing shall use reasonable endeavours to give Customer access to networks outside the UK; however, because these overseas networks are not controlled by UnifiedRing, UnifiedRing shall not be responsible for their performance or functionality.

 

4.Use of Services

a.    UnifiedRing may suspend the Services: (a) for any maintenance, modification, or technical failure of the Network: (b) to safeguard the security and integrity of the Network: (c) for any breach of Customer’s obligations as set out in this Agreement: (d) where it is necessary to comply with law or regulation (including any orders by law enforcement or regulatory agencies); (e) where Customer has exceeded the credit limit on its account; (f) where the Customer has breached the Fair Use Policy; or where the Customers Credit Check has been unsuccessful and/or has downgraded to a level which UnifiedRing at its absolute sole discretion believes it is unsatisfactory.

b.    UnifiedRing shall keep all suspensions to a minimum and shall give Customer prior notice of such suspensions where reasonably practicable.

c.    Customer shall not; (a) use any Equipment or Service for any purpose that may be abusive, a nuisance, illegal, hacking or fraudulent; (b) do anything that causes the Network to be impaired; (c) use automated means to make calls, texts or send data (including via GSM Gateway); or (d) use the Services in a way which is inconsistent with any good faith commercial practice to UnifiedRing detriment.

d.    Customer may supply the Equipment and Services to Users and (subject to clause 21.9) Customer Affiliates, but Customer shall not resell or otherwise distribute the Equipment or Services Customer is responsible for all obligations relating to the Equipment and Services including the compliance of Users and Customer Affiliates with the terms of this Agreement and all applicable laws.

e.    All Services provided to Customer not having capped usage or Auto top-up facility shall be subject to UnifiedRing’s review and approval of Customer’s credit, and UnifiedRing, in its reasonable discretion, may discontinue or limit Customer’s credit at any time, require a deposit or bank guarantee, or place a limit on the amount of charges that Customer can incur before making payment.  By providing credit card account information to UnifiedRing, Customer authorizes UnifiedRingto charge that account for all amounts due and payable hereunder in respect of the Services and Equipment ordered by Customer, and Customer agrees to notify UnifiedRingpromptly of any change to such information. 

f.    Customer is eligible for aServiceTrialPeriod of thirty (30) days from the date the Service is activated. Before the end of the thirty day period, Customer may terminate the Service without liability and further costs providing a written cancellation request to UnifiedRing. If the cancellation request is not received within the end of the Trial Period, the Service will be activated and effective under UnifiedRing General Terms. During the TrialPeriod, Customer is eligiblefor a free Service towards a maximum 5 users and 50 minutes per User. The Service during the Trial Period allows the Customer to perform calls only to UK, USA and Canada. UnifiedRingmay terminate the Trial Period at any time by giving written notice to the Customer. UnifiedRing reserves the right to make any modifications to the UnifiedRing General Terms.

 

5.Charges

5.1. Unless specified otherwise, UnifiedRing states all Charges exclusive of VAT which is charged at the current rate. Any charges not specified in the Commercial Terms shall be at Standard List Price. Rounding and minimum charges apply as set out in the Commercial Terms and/or the applicable Price Plan Guide.

5.2. Depending on the Term a minimum billing amount for Access Fees and all other additional Services shall be prepaid and the remaining amount will be post paid and invoiced by UnifiedRing and Customer shall pay all invoices by Credit card/Debit Card, Direct Debit, 30 (thirty) days from the Commencement Datefor both prepayments and post payments and without set off, unless validly disputed in accordance with clause 6.6 below. Otherwise, upon Commercial Terms agreed, Customer can set up an Auto top up payment method.  If you do not opted for Direct Debit as method of payment then an administration charge of £5 (five GB pounds) will be charged monthly.

5.3. If Customer orders additional Services, Features and/or Bundles at anytime during the month a full month’s advance payment will be charged and will have to be paid immediately by the Customer. For the avoidance of doubt, if the Customer orders an additional Service on the 15th of the first month the Customer will have to pay in advance the pro rata monthly amount.

5.4. If Customer reasonably and in good faith disputes an invoiceor part of itwithin 30 (thirty) days from the invoicing date, Customer shall use reasonable endeavours to notify UnifiedRing of such dispute providing explicit details of why the invoiced amount is incorrect and how much Customer considers is due.If the Customer has a dispute the Customer shall allow at least 30 (thirty) days for the Parties to amicably resolve the dispute before seeking alternative resolution.

5.5. Where UnifiedRing has not received undisputed payment with 7 calendar days of the due date, UnifiedRing may take all or any of the following actions until such time as payment, including any interest due and debt recovery costs, has been received; (a) applyinterest from the due date a rate of eight percent (8%) per annum above the Bank of England Base Rate or the highest rate allowed by Law; (b) withhold any sums and/or Deposit owing to Customer by UnifiedRing (c) suspend Customer’s and/or User’s use of the Services in relation to which Charges are outstanding; and (d) subject to UnifiedRing having taken one of the actions above, issue a notice under clause 12.3.UnifiedRingmay terminate the Services for non-payment if any fees or charges are not paid within thirty (30) days of the due date.

5.6. Customer acknowledges that all fees and charges are payable to UnifiedRingby credit/debit card and to be liable for a processing fee in the amount of the lesser of: (i) ten pound (£10); or (ii) the highest amount allowed by Law for any credit card chargeback or other payment returned for non-payment.

The debt recovery cost on late payments as per late payment legislation shall be (i) up to £999.99 will be £40; (ii) between £1000-9999,99 will be £70; (iii) £10.000,00 or more will be £100.

5.7. UnifiedRing may credit assess/check Customer from time to time as reasonably required to assess UnifiedRing’s risk. Each credit assessment if successful shall entitle UnifiedRing to offer to the Customer at UnifiedRing absolute discretion a level of credit limit on Customer’s UnifiedRing account (details of which are available on request).

5.8. Customer acknowledges that they are liable to pay for roaming charges. Roaming charges are published on UnifiedRing website. UnifiedRing cannot be held liable or responsible for roaming charges incurred by the Customer. The Customer must check all roaming charges that may be applicable before travelling. The Customer must also check with Customer Service of UnifiedRing that roaming is available at the desired destination and that the Customer has enough Credit to be able to use the Service whilst roaming. UnifiedRing will not be liable or held responsible if the Customer does not have enough Credit to use the Services.

5.9. Customer acknowledges if UnifiedRing is charged from bank institutes for chargeback fees due to the Customer acts or omission then UnifiedRing will charge the Customer for such charges and the Customer will be fully liable to pay the chargeback fees and any other third party fees charged.

5.10. The Credit and Debit Card payments are processed by Vectone Group company Chillitalk Limited (registered in the United Kingdom under number 5506630, registered office at 54 Marsh Wall, London E14 9TP, United Kingdom) (“Merchant”) on behalf of Unitedfone Limited (registered in the United Kingdom under number 9646747, registered office at 54 Marsh Wall, London E14 9TP, The United Kingdom).

The Direct debits are processed by the Vectone Group Company Vectone NetworkLimited (registered in the United Kingdom under number 08693390, registered office at 54 Marsh Wall, London E14 9TP, United Kingdom) (“Merchant”) on behalf of Unitedfone Limited (registered in the United Kingdom under number 9646747, registered office at 54 Marsh Wall, London E14 9TP, The United Kingdom)

The payments through PayPal are processed by the Vectone Group Company Vectone Network Limited (registered in the United Kingdom under number 08693390, registered office at 54 Marsh Wall, London E14 9TP, United Kingdom) (“Merchant”) on behalf of Unitedfone Limited (registered in the United Kingdom under number 9646747, registered office at 54 Marsh Wall, London E14 9TP, The United Kingdom)

 

6.Direct Debit Guarantee

The Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits. If there are any changes to the amount, date or frequency of your Direct Debit UnifiedRing will notify you, 3 working days in advance of your account being debited or as otherwise agreed. If you request UnifiedRing to collect a payment, confirmation of the amount and date will be given to you at the time of the request. If an error is made in the payment of your Direct Debit by UnifiedRing or your bank or building society you are entitled to a full and immediate refund of the amount paid from your bank or building society. If you receive a refund you are not entitled to, you must pay it back when UnifiedRing asks you to. You can cancel a Direct Debit at any time by simply contacting your bank or building society. Written confirmation may be required. Please also notify us by phone or email to support@UnifiedRing.co.uk

Customer acknowledges and agrees that he/she shall revert any dispute concerning Direct Debit/Credit Card payment exclusively to UnifiedRing’s Customer Service at the following points of contact

- Email :  support@unifiedring.co.uk

- Customer Service call center: 020 3444 2615

In the event that Customer will dispute the Direct Debit/ Credit Card payments not in compliance with the above provisions, UnifiedRing reserves the right to suspend the Services.

7. SIM Cards and Telephone Number

7.1. Customer shall use reasonable endeavours to ensure that SIM Cards are only used with Customer’s authorisation and shall inform UnifiedRing as soon as is reasonably practicable after Customer becomes aware that a SIM Card is lost, stolen or damaged. Customer shall be liable for any loss or damage suffered by Customer as a result of unauthorised use of SIM Card is being used without Customer’s authorisation.

7.2. SIM Cards shall remain the property of UnifiedRing but UnifiedRing grants Customer a licence to use SIM Cards (including any Software they contain) to the extent necessary to use the Services. Faulty SIM Cards shall be replaced free of charge. Customer may disconnect SIM Cards by providing UnifiedRing 30 day’s notice.

7.3. UnifiedRing shall allocate telephone numbers to Customer for Customer’s use of the Services law or instructions from a regulatory authority, but will take reasonable steps to minimise any disruption to Customer.

7.4. If Customer decides to Port a mobile telephone number or landline number allocated to Customer by UnifiedRing, UnifiedRing shall transfer Customer’s mobile telephone numbers and/or landline number to Customer’s nominated mobile network operator and/or landline service provider for Customer’s use according to applicable law and regulation.

 

8.Software Licence

8.1. Subject to the terms of the Agreement and any Software Licence provided with the Equipment or Services, UnifiedRing shall grant or will ensure that the licensor will grant to Customer a non-transferable, non-sub licensable, and non-exclusive to use the Software during the Minimum Term for the applicable Service in object code form for the Customer’s internal use.

8.2. Where UnifiedRing provides Customer with Equipment or Services which contain Software subject to a Software Licence and Customer does not accept the terms of the Software Licence. Customer will not be able to use the relevant feature of the Service of Equipment to which the Software Licence relates and UnifiedRing shall not be liable for any failure to provide the Services which on acceptance of the Software Licence.

8.3. Where Software is subject to a Software Licence, the terms of the Software Licence shall comprise the Customer’s sole rights and remedies in respect of the Software to which it applies.

8.4. The Customer shall not copy, modify, reverse engineer, adapt, translate, decompile, disassemble, make error corrections, license, sub-license, or resell any Software in whole or part, unless expressly permitted to do so by UnifiedRing or by relevant law.

 

9. Ordering

9.1. Customer shall order Services and Equipment by submitting an order through UnifiedRing’s online ordering system, by email, or by such other means as UnifiedRing may permit.

9.2. Orders are binding on both Parties from the date of acceptance by UnifiedRing. If acceptance is not express, it shall be deemed to have occurred on dispatch of Equipment or activation of Service by UnifiedRing.

 

10. Purchase of additional Services

10.1. TheCommercial Terms may include additional Services for the Customer at any time through the Customerportal or by contacting the UnifiedRingaccount representative. Each additional Service added to Customer is subject to the Service Terms of the Commercial Terms. The additional Service will run conterminously with the Term (either monthly or annually renewed, as applicable).The billing will be pro-rated for the additional Service for the first month. Upfront payment will be made for the additional Services.

 

11.Suspension/Disconnection of Service

11.1. UnifiedRing may suspend or cease the Service or disconnect immediately without any warning where: i) the Customer is in breach of one or more of the terms and conditions of the Agreement and has not remedied the breach within 30 days of receiving UnifiedRing notice of breach of Agreement; ii) the network breaks down or needs maintenance (UnifiedRing tries to minimise these cases); iii) anyone who uses the Equipment and or the Service and does not adhere to the terms and conditions of the Agreement; iv) the Customer use of Service damages the network or puts the network at risk and v) any other reasons set out in clause 4 of this Agreement; vi) The Customer has failed to make payment.

11.2. Where UnifiedRing suspends or disconnects the Service this does not waive the Customers other obligations under the Agreement. The Customer will still be liable to pay the Charges, save as in the event of suspension or disconnection as a result of UnifiedRing maintenance of the network which extends beyond three days and affects the entire network, in this case UnifiedRing will not charge for the service that was unavailable for the period in which the Customer could not use the Service due to maintenance.

11.3. UnifiedRing may apply a fee to reconnect the Service where UnifiedRing has suspended or disconnected the Service due to the fault of the Customer as set out in the Agreement.

11.4. UnifiedRing right to suspend the Service under this clause does not affect any other rights UnifiedRing has under the Agreement to suspend or terminate the Agreement.

 

12.Termination

12.1. The Agreement shall commence on the Commencement Date and shall continue for the full fixed term and shall be automatically renewedfor successive Terms of the same duration (“Renewal Term”) without further action by or notice to Customer. The Customer must provide at least a 30 day written notice before the fixed term contract comes to an end.

12.2. Each Party shall have the right to terminate the Agreement in whole or in part by giving the other Party 30 days’ written notice of termination. Customer may stop using the Services at any time, but Customer shall still pay the Charges for the Service.

12.3. The Parties shall each have the right to termination the Agreement in whole or part with immediate effect (by serving written notice of termination to the other Party) only in the following circumstances: (a) if the other Party becomes subject to an Insolvency Event: or (b) if the other Party is in material breach of this Agreement (provided that where such breach is capable of remedy, the breaching Party is given 30 days to rectify such breach from the date that notice of any breach is deemed received from the non-infringing Party).

12.4. UnifiedRing may terminate this Agreement in whole or part with immediate effect, by giving written notice to Customer where UnifiedRing has suspended the Services under clause 4 or clause 6.8.

12.5. UnifiedRing may terminate this Agreement in whole or part and with immediate effect, if UnifiedRing suspends the Service in accordance with clause 11 of this Agreement.

12.6. UnifiedRing has the right to terminate the Agreement in whole or part with immediate effect, if the Customer becomes insolvent or made bankrupt.

12.7. UnifiedRing has the right to terminate the Agreement in whole or in part any of the Service by giving 30 days written notice that the Service will no longer operate.

12.8. Customerpurchasing the Service for the Term, for the first thirty (30) days from the date of purchase, has the right to cancel the subscription to the Services and to be entitled to a prorated refund. After thirty (30) days, if Customer terminate the Services prior to the end of the Term, is responsible for all charges for any remaining time left on the Term as if remained a Customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, Taxes, and fees, including any applicable disconnection fee. In addition, Customer will not be entitled to a refund for any unused portion of prepaid Term charges.

12.9. Unless UnifiedRing notifies Customer otherwise, any content services included in Customer’s price plan shall start at the same time as the Commencement Date, regardless of when Customer starts to use the Content Service pass, and shall end after the Minimum Term set out in the Commercial Terms. If a content service included in Customer’s particular price plan is provided for less than the Minimum Term, the content service may become a monthly paid subscription from the date the content service ends unless Customer cancels it.

 

13.Consequences of Termination

13.1. Subject to clause 21.2 below, on termination of the Agreement (in whole or part), the following shall apply to all or part of the Agreement terminated: (a) Customer shall cease use of the Service(s) and software; (b) UnifiedRing shall cease to provide the Service(s) (c) the Parties shall promptly upon request return or destroy all Confidential Information (except one copy which is necessary to keep in order to ensure compliance with this Agreement), and provide written confirmation of this upon request; (d) Customer shall pay UnifiedRing all sums due, including any applicable Recovery Charge.

13.2. Except where Customer validly terminated the Agreement, a price plan or Connection in accordance with clause 11.3, clause 15.3, or clause 21.11, or where UnifiedRing terminates the Agreement, a price plan or a Connection in accordance with clause 11.2, if this Agreement, a Connection or price plan is terminated prior to the expiry of a Minimum Term, Customer shall pay UnifiedRing a Recovery Charge.

13.3. If the Customer has paid a Deposit, and there are outstanding Charges or any other amount due under the Agreement by the Customer to UnifiedRing after termination, then UnifiedRing has the absolute sole discretion to deduct the full amount owed to UnifiedRing from the Deposit. If the amount of Deposit on account is not sufficient to discharge the remaining outstanding money owed by the Customer to UnifiedRing then UnifiedRing has the right to issue legal and/or recovery proceedings to recover the outstanding amount pursuant to the Agreement.

 

14.Intellectual Property

14.1. The Intellectual Property Rights that exist in, or which are created by UnifiedRing during the provision of the Services, Software and Hardware Equipment are owned by UnifiedRing or its licensors. Other than as is necessary for the use permitted under this Agreement, no other right, licence or transfer is granted or implied under such Intellectual Property Rights. Customer shall not do anything to jeopardise UnifiedRing’s or its licensors’ Intellectual Property Rights.

14.2. The Intellectual Property Rights that relate to Customer’s documentation, processes, procedures, know-how and anything else to which the Customer has title are by Customer or its licensors, and other than as is necessary for use permitted under this Agreement no other right. Licence or transfer is granted or implied under such Intellectual Property Rights. UnifiedRing shall not do anything to jeopardise Customer’s or Customer’s licensor’s Intellectual Property Rights.

14.3. Subject to the rest of this clause, UnifiedRing shall indemnify Customer for all losses (including reasonable professional costs) payable to a third party arising out of any proven infringement of third party Intellectual Property Rights as a direct result of the use by Customer of the Equipment or Services under this Agreement (a ”Relevant Claim”). Customer shall (a) promptly, taking into account any set deadlines, notify (giving details) of any Relevant Claim to UnifiedRing; (b) not admit liability, take any action which may prejudice the defence of any Relevant Claim to UnifiedRing’s prior written consent; (c) give UnifiedRing all reasonable assistance to enable UnifiedRing to defend the claim; (d) mitigate its losses following a Relevant Claim; and (e) give UnifiedRing sole Conduct of the Relevant Claim. UnifiedRing shall have no liability under this clause if the Relevant Claim results from or relates to: (a) the use of equipment, services or software not provided by UnifiedRing; (b) UnifiedRing’s compliance with the Customers requirements, designs or instructions; (c) the combination of the Services or Hardware Equipment which is not in accordance with products or services not provided by UnifiedRing; (d) the use of the Services or Hardware Equipment which is not in accordance with UnifiedRing’s instructions or this Agreement; (e) modifications by Customer or an third party to the Services or Hardware Equipment; (f) a breach by Customer, Customer affiliate or User of the provisions of this Agreement; or (g) the use of any original Hardware Equipment or Service later release is made available to the Customer and communicated by UnifiedRing to avoid a Relevant Claim. This indemnity shall be Customer’s sole remedy for any Relevant Claim.

 

15.Changing this Agreement

15.1. UnifiedRing may change this Agreement (including changing or introducing new Charges or changing or withdrawing the Services or Third Party Services) where required:(a) to comply with applicable law or regulation; (b) because of a change imposed by a third party supplier; or (c) due to a change in UnifiedRing’s operation or services, where such change affects at least 90% of its relevant customer base.

15.2. Subject to the rest of this clause, UnifiedRing shall provide Customer as much written notice as is reasonably practicable of a change made under clause 15.1(a), and at least 30 days’ written notice for a change made under clauses 15.1(b) or 15.1(c). UnifiedRing shall not notify Customer of a change if it relates to a Third Party Service which Customer does not regularly use, but shall (where applicable) update the relevant Price Plan Guide on www.unifiedring.co.uk at least 30 days before the change takes effect. UnifiedRing may update or withdraw its Services without notice only where such change (in UnifiedRing’s reasonable opinion) does not cause Customer any detriment or where Customer does not regularly use that Service.

15.3. The Customer may terminate the affected part of the Agreement where a change under clause 15.1 (b) or clause 15.1(c) causes the Customer a material detriment which cannot be offset by UnifiedRing to the Customers reasonable satisfaction on 30 days’ written notice to UnifiedRing. This right to terminate ends 30 days after the effective date of change. The following shall be material detriment for the purposes of this clause: (a) an increase in Customers UK monthly Charges of more than 10% in a 12 month period: (b) an increase in Customers monthly inclusive price plan Charges: or (c) a withdrawal of the core Services or an adverse change to the core Services. However this clause does not apply if the change or withdrawal relates to a Third Party Service which Customer may stop using or cancel without ending this Agreement.

15.4. Save as set out in clause 15.1, changes to this Agreement must be made by written agreement of both Parties.

 

16.Confidentiality

16.1. Neither Party shall disclose the Confidential Information of the other Party to any other party for the duration of this Agreement and for 3 years after termination except as permitted below. A Party may disclose the Confidential Information to any director, officer, employee, contractor, or advisor, of the receiving Party where necessary to fulfil the purpose of this Agreement provided that the receiving Party ensures those recipients comply with this clause 17.

16.2

Confidential Information shall not include information that: (a) is publicly available other than through breach of this Agreement; (b) is lawfully in possession of the receiving Party before disclose under this Agreement: (c) has been obtained from a third party who is free to disclose it: (d) is independently developed without access to the Confidential Information; or (e) a Party is required to disclose by law or regulatory authority.

16.3

Upon written request as soon as reasonably practicable, a Party shall return all Confidential Information (as far as technically reasonably possible) to the Disclosing Party. The Receiving Party may retain Confidential Information as required by law or as required for archive purposes. This Agreement will continue to apply to any Confidential Information.

 

17.Liability

17.1. Nothing in this Agreement restricts either Party’s liability for: death or personal injury resulting from negligence; claims for non-payments; the non-excludable statutory rights of the consumers (for example, under laws providing for strict product liability); liability for fraud or fraudulent misrepresentation; breach of confidence; and anything which cannot be restricted by law.

17.2. Except for clause 18.1 each Party’s liability under this Agreement, whether in contract, tort (including negligence), misinterpretation, breach of statutory duty, indemnity or otherwise: (a) is excluded for: (i) any loss (whether direct or indirect) of: profit, revenue, business, data, anticipated savings or goodwill; and (ii) any indirect consequential losses, regardless of whether such losses were contemplated; and (b) for all other losses is limited in total to 100% of the value of the Charges paid or payable by Customer in the first 12 months of the Agreement, or if this Agreement has not been in place for 12 months, the average monthly Charges payable for the months from the Commencement Date Of The Agreement to the Date of the first claim, multiplied by 12.

17.3. Unless expressly set out in this Agreement, all other warranties, terms, conditions, statements and representations (whether expressed or implied by statute, common law, custom, usage or otherwise) are excluded to the fullest extent permitted by law.

 

18. Transferring this Agreement

18.1. Either Party may transfer, novate, or assign (in whole or in part) in Agreement with the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed.

18.2. Despite clause 19.1 UnifiedRing may transfer, novate or assign this Agreement (in whole or part) without consent to: (a) a company within UnifiedRing’s Group; or (b) a debt collection agency where UnifiedRing has terminated this Agreement for Customer’s non-payment.

18.3. UnifiedRing may use sub-contractors to perform any of its obligations under this Agreement but remains responsible for their performance.

18.4. Unless expressly provided in this Agreement, no term of this agreement is enforceable under the Contracts (Rights Of Third Parties) Act 1999 by any person who is not a party to it.

 

19.Data Protection

19.1. Both Parties shall comply with applicable privacy law. The Customer acknowledges that UnifiedRing will process personal data and traffic data when it provides the Services and that UnifiedRing is the Controller of these data under the Data Protection Acts 1998.

19.2. Where required, Customer authorises UnifiedRing to process these data and agrees to use reasonable endeavours to notify Users about UnifiedRing: (a) processing data for maintaining the security, integrity and quality of the Network (including interception, monitoring or recording of communications in accordance with applicable law); (b) processing data for its own market research and analysis in order to develop UnifiedRing’s products, but this does not include providing personal data to third parties or making it publicly available: and (c) disclosing data to third parties only: (i) if required by applicable law or regulation; or (ii) where the third parties are sub-contracted processors of UnifiedRing.

 

20. Notices

All notices to UnifiedRing under this Agreement shall be in writing and sent to Legal Department of UnifiedRing’s registered office 54 Marsh Wall, London E14 9TP. All notices to Customer under this Agreement shall be in writing and sent to the Customer’s address, main contact mobile number (via text), or email address set out in the Commercial Terms. Notices will be deemed given 2 working days after dispatch unless time of delivery can be proved.

 

21. General Terms

21.1. Neither party shall lose any right under this Agreement if it fails to use that right, or delays in using it. For a waiver of a right to be valid, it must be written and will not give rise to an on-going waiver of that right unless it is expressly stated to do so.

21.2. Termination of this Agreement (in whole or part), shall not affect the accrued rights and liabilities of either Party. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement (in whole or part) shall continue in force.

21.3. This Agreement is governed by the laws of England or Wales. The Parties submit to exclusive jurisdiction of the courts of England.

21.4. Subject to clause 20.1, this Agreement represents the entire Agreement between the Parties relating to the subject matter and supersedes any previous agreements related to the subject matter. The Parties have not relied on any statement, representation, warranty or understanding, other than expressly set out in this Agreement.

21.5. Customer shall ensure its systems; equipment and processes are compatible for use with the Services. UnifiedRing shall not be liable to support the Services if Customers’ systems, equipment or processes are incompatible with the Services. UnifiedRing shall use reasonable endeavours to advise Customer of relevant requirements on request.

21.6. If a provision or part-provision is illegal, invalid or unenforceable, that provision or part-provision shall be treated as having been modified to the minimum extent necessary to make it valid, legal or enforceable and to ensure it achieves the intended commercial result of the original provision. If modification is not possible, the relevant provision or part-provision shall be deleted. Any modification to or deletion shall not affect the validity of the rest of this Agreement.

21.7. Equipment and Services used by Customer but not stated in the Commercial terms shall be governed by this Agreement unless the Parties agree otherwise.

21.8. Both Parties shall use reasonable endeavours to resolve any dispute under this Agreement. If there is a dispute under this Agreement, and Customers account manager has been unable to resolve the issue to Customers satisfaction. Customer may escalate to a more senior representation within Vectone Business according to the following levels: (1) Head of Sales: (2) Sales Director- small & medium business, sales; and (3) Director of Vectone Business. Nothing in this Agreement prevents a party from seeking a remedy through the courts.

21.9. A customer Affiliate is entitled to purchase Services or Equipment from UnifiedRing under this Agreement provided Customer (a) gives UnifiedRing prior written notice of the identity of Customer Affiliate: (b) gives any other information reasonably required by UnifiedRing (c) ensures that the Customer Affiliate complies with this Agreement; (d) remains liable to UnifiedRing for all obligations, acts and omissions of the Customer Affiliate (including payment or any Services or Equipment provided to the Customer Affiliate); and (e) obtains UnifiedRing’s acceptance (not to be unreasonably withheld) of the inclusion of the Customer Affiliate under this Agreement.

21.10. UnifiedRing shall comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption and shall not give or receive any bribes, including in relation to any foreign public official.

21.11. Neither Party will be responsible or liable for the failure or delay in the performance of its obligations due to cause beyond its reasonable control. If the cause ends, the Party shall perform its obligations and the time for performance will be extended by the duration of the cause. If delay in performance persists for a period of more than 30 days, the unaffected Party will be entitled to terminate this Agreement on written notice.

21.12. Customer may use the Equipment and/or Services to access the internet and services not provided under this Agreement. UnifiedRing accepts no responsibility for these services. Customer shall take appropriate measures to back up data and otherwise protect against loss of data under this Agreement and keep secret any passwords.