UnifiedRing General Terms

This Agreement applies as between you, the user of the UnifiedRing Services and UnifiedRing the owner of this Website. Your agreement to comply with and be bound by this Agreement and the terms and conditions set out below (as modified from time to time) is deemed to occur upon your first use of the Services. If you do not agree to be bound by this Agreement, you should not subscribe to, or use the Services.

1. Agreement Structure

The Agreement shall comprise of: (1) each set of commercial terms set out in the order confirmation invoice: (2) any applicable Price Plan (s) (3) any applicable Out of Plan Charges: (4) these General Terms: (5) any other document expressly referred to in the Agreement.

2. Definitions.

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

Actual Spend

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

Price Plan

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.

Business Day

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

Charge

Includes but is not limited to, fees for Equipment. Software Licence fees, Recovery Charges, Standard Rate fees, Price Plans, Out of Plan Charges, Bundles, Features, Set-Up fees, 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 customer order. Where acceptance is not express, acceptance is deemed when UnifiedRing begins to provide the Services to Customer, the commencement date for the ordered Services shall be the date UnifiedRing begins to provide the ordered Services to Customer.

Commercial Terms

Any document provided by UnifiedRing to the Customer, including but not limited to: ‘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, Minimum Term and Price Plan, Out of Plan Charges 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

The configuration of any system and/or device (including via an App) in order to facilitate the connection to the UnifiedRing Service.

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 the Customer.

Deposit

Is the amount of money that the Customer pays on account to UnifiedRing.

Device Price List

The current list price of Equipment available on the UnifiedRing website from time to time.

Equipment

Such telephony and/or other similar devices that UnifiedRing offers to Customers to complement the UnifiedRing Service, such Equipment is supplied through a third party supplier

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 to which Customer commits to receive a Service measured from the Commencement Date, and the end date, as specified in the Commercial Terms.

Network

The system UnifiedRing uses to provide the Services.

Party

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

Port

The transfer of a number to or from a different provider.

Price Plan

The Charges and individual terms for a particular price plan, including the features that are provided as part of the Price Plan as updated from time to time.

Out of Plan Charges

The Charges for the Services, that will be automatically applied after exceeding any inclusive allowances, bundles, fair use policy, Price Plans or other charges for other services not included in the Price Plan, with such Out of Plan Charges being updated from time to time by UnifiedRing.

Recovery Charge

The Recovery Charge means the value of money as calculated by the cost of each Price Plan multiplied by the number of months left in each Minimum Term from date of Termination for each prescribed Price Plan, on a per user basis.

Repair

Terms regarding the replacement or repair of faulty Equipment as further set out in section 5.

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 Terms

Service specific information and any other such terms and conditions, specifications and technical information.

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.

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 Equipment and/or Services under this Agreement.

UnifiedRing

UnifiedRing Limited Registered Number:9646747 and registered office Level 18, 40 Bank Street, Canary Wharf, London, E14 5NR

3. UnifiedRing’s Obligations

    • 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.
    • Customer acknowledges that, 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, and compatibility and availability of any equipment, systems and third-party services (i.e. wifi and broadband services) used by Customer.

4. Use of Services

    • 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; (g) where the Customer has not made payment for the Price Plan and/or the Out of Plan Charges; (h) where UnifiedRing receives a chargeback in relation to a Customers previous payment to UnifiedRing; or where the Customers Credit Check has been unsuccessful and/or has been downgraded to a level which UnifiedRing at its absolute sole discretion believes it is unsatisfactory.
    • UnifiedRing shall keep all suspensions to a minimum and shall, where applicable, give Customer prior notice of such suspensions where reasonably practicable.
    • 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, or (d) use the Services in a way which is inconsistent with any good faith commercial practice to UnifiedRing detriment, the preceding list is not a definitive list.

5. Equipment

    • Title to Equipment shall pass to Customer when UnifiedRing-receives payment for it in full. Title to Equipment provided in license to use and free of charge shall pass to Customer on delivery. UnifiedRing’s third party supplier shall bear the risk of loss and damage to Equipment until the point of delivery to Customer and Customer shall bear risk of loss or damage to Equipment from the time of delivery to Customer.
    • Customer shall notify UnifiedRing in writing within 2 (two) Business Days of receiving damaged or incorrectly fulfilled new Equipment and UnifiedRing will arrange instructions and pre-paid packing for Customer to return the Equipment to UnifiedRing’s third party supplier. Customer shall notify UnifiedRing in the event that Equipment is not received within 3 (three) Business Days. Following this notification, UnifiedRing (or its third party supplier) will investigate the matter and if necessary shall replace such Equipment, unless UnifiedRing has proof of delivery then Customer will pay for the replacement of such Equipment.
    • Where Equipment becomes faulty due to defect inherent in the Equipment within the manufactures’ 12-month warranty period. Customer shall contact UnifiedRing and follow UnifiedRing’s reasonable instructions, and if required Customer shall return such Equipment to UnifiedRing’s third party supplier at Customer’s cost and UnifiedRing’s third party supplier shall decide if to repair or replace the Equipment in accordance with the manufacturers’ warranty. Customer acknowledges that Customer Equipment not authorised for use on the Network may result in an impaired User experience.
    • UnifiedRing shall pass on the benefit of any warranties it receives from the Equipment manufacturer to the Customer. Customer acknowledges that any damage to, or unauthorised attempt to repair, service or tamper with the Equipment shall result in an impaired user experience, and invalidate any warranty. UnifiedRing’s supply of Equipment shall be subject to availability.
    • In the event that any Customer’s Equipment has to be returned to UnifiedRing’s third party supplier, and the third party supplier advises that, after inspection of the returned Equipment, the Equipment is not faulty, or has been damaged by Customer, or that the Customer has invalidated the warranty, then such third party supplier has the right to charge for the handling and inspection of the Equipment. In the event that UnifiedRing receives any charges in this regard, then UnifiedRing shall inform the Customer, and UnifiedRing has the right to charge the Customer’s registered credit/debit card with the same costs and the Customer agrees that they authorise such charges to be levied by UnifiedRing.

6. Charges

    • Unless specified otherwise, UnifiedRing states all Charges are exclusive of VAT which is charged at the current rate. Rounding and minimum charges apply as set out in the applicable Price Plan or Out of Plan Charge.
      • (i) A minimum monthly amount for the Price Plan shall be prepaid by the Customer, and if the Customer exceeds the allowances within the Price Plan, or the Customers uses a service or feature not included within the Price Plan, then UnifiedRing shall charge the Customers credit/debit card with a minimum amount of £20 (or other amount as set up within the My Account section by the Customer).
      • (ii) Customer shall pay all amounts under this Agreement by either credit/debit card or by monthly Direct Debit without set off, unless validly disputed in accordance with clause 6.6 below. UnifiedRing shall where applicable also retain Customers credit/debit card details and use the same in case the Customer’s direct debit is not successful, or for any other charges under this Agreement.
      • (i) If Customer orders additional Services, Features and/or Price Plans at any time during the month (and where such additional Services, Features and/or Price Plans are based on a monthly rolling basis) a full month’s advance payment will be charged and will have to be paid immediately by the Customer.
      • (ii) UnifiedRing shall use all reasonable efforts to ensure that all features offered as part of a Price Plan are operational. However, Customer agrees and understands that certain feature(s) may not be available from time to time, or not available at the commencement of the Services subscribed to by the Customer, and UnifiedRing will strive to enable the feature(s) as soon as possible.
    • Customer acknowledges that, they will be charged and fully liable to pay for any third party Installation Costs and for any missed appointments of any third party appointments.
    • If Customer reasonably and in good faith disputes an invoice or part of it, Customer shall use reasonable endeavours to notify UnifiedRing of such dispute before the next monthly advance payment providing explicit details of why the invoiced amount is incorrect and how much Customer considers is due.
    • In the event that UnifiedRing has not received payment for Charges, for whatever reason, then, UnifiedRing shall: (a) contact Customer’s accounts payable department (or other contact advised to UnifiedRing in writing) to request payment; and (b) be entitled to charge interest on the overdue Charges at 14% per annum above the base rate of the Bank of England and charge a fixed sum for the cost of recovering late commercial payment on top of interest.
    • Where UnifiedRing has not received full payment with 7 calendar days of point 6.7 (a) above, UnifiedRing may take, without any further notice, all or any of the following actions until such time as payment, including any interest due and debt recovery costs, has been received; (a) withhold any sums and/or Deposit owing to Customer by UnifiedRing (b) suspend Customer’s and/or User’s use of the Services in relation to which Charges are outstanding; and (c) subject to UnifiedRing having taken one of the actions above, issue a notice under clause 12.3.
    • 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). Further UnifiedRing shall also have the right to request the Customer to make a Deposit payment, and/or increase the amount of a previously paid Deposit.
    • Customer acknowledges if UnifiedRing is charged from bank institutes for chargeback fees due to the Customer acts or omission then UnifiedRing shall 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

7. Direct Debit Guarantee

    • The Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits 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

8. Telephone numbers

    • UnifiedRing shall allocate telephone numbers to Customer for Customer’s use of the Services. Customer hereby agrees and warrants that such use of the telephone numbers is at all times subject the applicable legal and/or regulatory requirements. Further and upon any reasonable instructions from a such a legal and/or regulatory authority UnifieRing may need to take appropriate actions to be in compliance with such legal and/or regulatory authorities instructions. UnifiedRing will, where possible, inform the Customer as soon as reasonably possible, and will, where possible, take reasonable steps to minimise any disruption to the Customer.
    • If Customer decides to Port a mobile telephone number allocated to Customer by UnifiedRing, UnifiedRing shall transfer Customer’s telephone number to Customer’s nominated operator and/or service provider for Customer’s use according to applicable law and regulation. UnifiedRing will also assist and support the Customer to port in any number that the Customer may request. Any porting in or out, is always subject to any applicable laws and/or regulations.

9. Software Licence

    • 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 basis to use the Software during the Minimum Term for the applicable Service in object code form for the Customer’s internal use.
    • 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 or Equipment to which the Software Licence relates. Upon Customers use of the Equipment/Service to which the Software license relates, the Customer will be deemed to have accepted all the terms and conditions of the Software license.
    • 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.
    • 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.

10. Ordering & Account Configuration

    • 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. Customer is informed that UnifiedRing is not obliged to accept any order, and that any order that UnifiedRing decides to accept will be conditional on Customer making full prepayment via credit or debit card and UnifiedRing having received cleared funds into its bank account.
    • 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.
    • Upon an order being agreed and accepted by UnifiedRing, the Customer shall receive an email from UnifiedRing with instructions on how to complete the required configuration in order to set up the Customer’s account with UnifiedRing. Customer is obliged to complete all requested details in order for the Customer’s account to be correctly configured by UnifiedRing in support of the Services. Such configuration will include, but is not limited to, setting the various end users of each of the numbers as ordered by, and for the use by, the Customer, and/or the Customers authorised users. This includes the Price Plans, features and other relevant settings and configurations to enable the Services. UnifiedRing will use such provided details by the Customer to provide the Customer with the Services under the Agreement, and for any relevant data disclosure requirements in relation to legal and regulatory obligations of UnifiedRing, including to pass on Customer’s and/or an end user of the Customer, postal address details in relation to any lawful enquiry from the Police or any other agency having such powers to request disclosure of such information.
    • UnifiedRing reserved the rights to carry out a credit check on the Customer. If the credit check results come back unsatisfactory or the results of the previous satisfactory credit check downgrades, then UnifiedRing has the absolutely sole discretion and right to either suspend and/or terminate the contract with immediate effect or change the payment terms of the Agreement or request that the Customer pays a Deposit on account which will remain with UnifiedRing and shall be utilised in the event that Customer does not make payment of Charges as set out in the Agreement. If the Deposit is utilised in full or in part then the Customer must replenish the Deposit in full within 3 Working Days, to resume full balance of Deposit. If Services have been suspended, then the Service will not be unsuspended until Deposit is replenished. UnifiedRing shall refund to Customer any remaining balance of the Deposit within 30 days of the Agreement terminating subject to Customer not having any amounts owing to UnifiedRing.

11. Suspension/Disconnection of Service

    • UnifiedRing may suspend or cease the Service or disconnect 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 using 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; v) if the Customer is in breach of any payment or prepayment under this Agreement, and vi) any other reasons set out in clause 4, or elsewhere in this Agreement.
    • 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.
    • 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.
    • UnifiedRing rights 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

    • The Agreement shall commence on the Commencement Date and shall continue for the full Minimum Term. The Customer must serve at least a 30-day written termination notice before the Minimum Term comes to an end. If a 30-day written termination notice is not received before the end of the Minimum Term, then the Agreement will renew on a rolling monthly basis until a 30-day written termination notice has been received by UnifiedRing.
    • 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. In the condition that the Customer has provided a valid notice under this clause, the Customer may stop using any of the services at any time, but Customer shall still pay the Charges for the Service until the expiry of the Minimum Term.
    • The Parties shall each have the right to terminate 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).
    • 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.
    • 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.
    • UnifiedRing has the right to terminate the Agreement in whole or part with immediate effect, if the Customer becomes insolvent or made bankrupt.
    • 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.
    • 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 is included in Customer’s particular price plan and 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

    • 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 will return immediately any hardware provided to the Customer in license to use in good working order and condition if the hardware is not returned then the Customer will be liable to pay the replacement costs (e) Customer shall pay UnifiedRing all sums due, including any applicable Recovery Charge.
    • 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.
    • If the Customer validly terminates the Agreement, a price plan or Connection in accordance with clause 11.3, clause 15.3 or clause 21.11. Customer will not have to pay the Recovery Charge but may have to make payment for its hardware, if this applies. UnifiedRing will let Customer know in its Commercial Terms and inform Customer of the original value of Customer’s hardware, less any initial payment Customer made towards it, multiplied by the number of months left in until the end of the Minimum Term, Customer shall pay UnifiedRing a Recovery Charge.
    • If the Customer has paid a Deposit, and there are outstanding Charges or any other amounts 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

    • The Intellectual Property Rights that exist in, or which are created by UnifiedRing during the provision of the Services, Software and hardware 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.
    • 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.
    • 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 Equipment; (f) a breach by Customer, Customer affiliate or User of the provisions of this Agreement; or (g) the use of any original 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

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

16. Confidentiality

    • 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 16.
    • 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.
    • 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

    • Nothing in this Agreement restricts either Party’s liability for: death or personal injury resulting from negligence; claims for non-payments; liability for fraud or fraudulent misrepresentation; breach of confidence; and anything which cannot be restricted by law.
    • Except for clause 17.1 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.
    • 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

    • UnifiedRing may transfer, novate or assign this Agreement (in whole or part) without consent to: (a) a company within UnifiedRing Group; or (b) a debt collection agency where UnifiedRing has terminated this Agreement for Customer’s non-payment.
    • UnifiedRing may use sub-contractors to perform any of its obligations under this Agreement but remains responsible for their performance.
    • 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

    • 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 Business is the Controller of these data under all relevant laws and regulations, including but not limited to General Data Protection Regulation (EU).
    • 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 Level 18, 40 Bank Street, Canary Wharf, London, E14 5NR. 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

    • 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.
    • 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.
    • This Agreement is governed by the laws of England or Wales. The Parties submit to exclusive jurisdiction of the courts of England.
    • Subject to clause 19.1, 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.
    • 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.
    • 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.
    • Equipment and Services used by Customer but not stated in the Commercial terms shall be governed by this Agreement unless the Parties agree otherwise.
    • Both Parties shall use reasonable endeavours to resolve any dispute under this Agreement. Customer should refer to the UnifiedRing complaints procedure which can be found on www.UnifiedRing.co.uk. Nothing in this Agreement prevents a party from seeking a remedy through the courts.
    • 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.
    • 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.
    • Customer shall take appropriate measures to back up data and otherwise protect against loss of data under this Agreement and keep secret any passwords.

Emergency calls

    • UnifiedRing provides support of calls to emergency services, thus allowing most Customers to call the emergency services on 999. Customers that are using the UnifiedRing Service through an IP phones or any other softphones will be able to dial 999 directly. Those Customers using virtual extensions and Customers using the UnifiedRing Service by way of an app on their smartphone cannot make calls to 999 through the UnifiedRing Service directly. Customer is advised that calls to 999 shall be impacted in the event of Customer’s broadband/ISP/WiFi is not operational, and Customer shall not at any time reply solely on the UnifiedRing Service to make such emergency calls. Customer will at all times ensure that they have alternative methods available to themselves for any calls that they may need to make to the emergency services.
    • Customers shall provide full and accurate location details (full postal address) of all users of the UnifiedRing Service, and shall maintain such location details at all times. If you wish to change your location details, please contact our customer services department. Having up to date location details is imperative, as UnifiedRing have a legal and regulatory duty to provide such location details to the emergency services when requested.
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