Telephony Terms & Conditions

1Definitions and interpretation

The following terms have specific meanings in this contract:

1. 1.1.1"Business Day" means a day other than a Saturday, Sunday or public holiday in England.
2. 1.1.2"Charges" means the fees payable by you for the supply of the Services per your Order.
3. 1.1.3"Commencement Date" means the date on which Services start as set out in the Order.
4. 1.1.4"Contract" means the agreement between Smart Numbers and the Customer for the supply of Services.
5. 1.1.5"Customer Default" has the meaning set out in clause 6.2.
6. 1.1.6"Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003.
7. 1.1.7"Effective Date" has the meaning set out in clause 2.2.
8. 1.1.8"Initial Term" means 12 months from the Effective Date, or such other period as set out in the Order.
9. 1.1.9"Order" means your order for Services as set out in our proposal or order form.
10. 1.1.10"Service Levels" means the service levels set out in the Schedule.
11. 1.1.11"Smart Number" means a cloud-hosted channel telephony service delivered across IP channels.
12. 1.1.12"Support Hours" means availability as set out in the Schedule (9am–5pm GMT, Monday to Friday).
13. 1.1.13"Terms" means these terms and conditions as amended from time to time.

2Basis of contract

1. 2.1Any proposal given by Smart Numbers shall not constitute an offer.
2. 2.2Each Order shall be deemed to be a separate offer by us to provide the Services on these Terms.
3. 2.3An Order shall be accepted upon your successful completion of the order acceptance process on our website, at which point the Contract comes into existence (the Effective Date).
4. 2.4Any descriptive matter or advertising published by us shall not form part of the Contract or have any contractual force.
5. 2.5These Terms apply to the Contract to the exclusion of any other terms that you seek to impose.
6. 2.6If there is any inconsistency between these Terms and your Order, the provisions in the Order shall prevail.

3When the services start

1. 3.1Services begin on the Commencement Date set out in the Order.
2. 3.2We shall not be liable for any delay in commencing Services where you have not provided the necessary instructions, information or access.

4Supply of services

1. 4.1We shall supply the Services to you using reasonable care and skill in all material respects.
2. 4.2Any dates we give for performance are estimates only, and time shall not be of the essence.
3. 4.3We reserve the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, provided that the amendment does not materially affect quality.
4. 4.4We warrant that we will maintain all necessary licences, consents and permissions and will comply with all applicable laws and regulations in performing the Services.
5. 4.5We do not warrant that your use of the Services will be uninterrupted or error-free, nor that the Services will meet your specific requirements.
6. 4.6We are not responsible for any delays, delivery failures or other loss arising from the transfer of data over communications networks, including the internet.

5Telephony services

1. 5.1We will use reasonable endeavours to set up your virtual landline or VoIP service within 24 hours of the Commencement Date. You are responsible for configuring divert destinations correctly.
2. 5.2We will use reasonable endeavours to meet the Service Levels set out in the Schedule.
3. 5.3We may change the Terms or Service Levels in response to supplier or regulatory changes by giving you at least 3 days' notice.
4. 5.4We will use reasonable endeavours to maintain the Services 24 hours a day, every day of the year.
5. 5.5We do not warrant that all traditional telephone features will be available, that connectivity issues will not occur, or that emergency call capability will be available, you must have an alternative method of contacting emergency services.
6. 5.6Support Services are available during Support Hours per the Schedule. Extended support hours may be available at additional cost.
7. 5.7We may temporarily suspend Services for planned maintenance, giving you reasonable notice where practicable.
8. 5.8Where you port an existing number to us, you warrant that you have a valid contract with the losing provider and the authority to port. We cannot guarantee porting timeframes, and an administration fee may apply.
9. 5.9Smart Numbers may not be sold or transferred. If you request a port of a Smart Number to another provider, we may terminate the Contract.
10. 5.10You must not use the Services for any unlawful purpose, fraud, to materially affect service quality, to boost call traffic fraudulently, to cause annoyance to anyone, to send unsolicited marketing, to harass, to make unauthorised network access, or in a way that brings us into disrepute or breaches the Communications Act 2003 or OFCOM policy.
11. 5.11Where the Order includes Equipment: title passes on the later of delivery or full payment; Equipment is sold 'as new' with manufacturer warranties passed to you where possible; statutory warranties on quality and fitness are excluded.

6Your obligations

You shall:

1. 6.1.1ensure the information in your Order is complete and accurate;
2. 6.1.2cooperate with us in all matters relating to the Services;
3. 6.1.3comply with reasonable instructions we give regarding use of the Services;
4. 6.1.4use the Services only for your own business purposes;
5. 6.1.5not use the Services for any improper or unlawful purpose;
6. 6.1.6provide such information and materials as we may reasonably require, and ensure they are complete and accurate;
7. 6.1.7obtain all necessary licences, permissions and consents before the Services begin;
8. 6.1.8comply with all applicable laws, codes and regulations.
9. 6.2If you fail to meet any of your obligations (a Customer Default), we may suspend performance until you remedy it, we shall not be liable for any delays caused, and you shall reimburse us on written demand for any costs or losses we incur as a result.

7Charges and payment

1. 7.1Charges may increase to reflect any increase in our costs that results from your instructions or your failure to give us adequate or accurate information.
2. 7.2We may increase the Charges at the end of the Initial Term and annually thereafter by giving you not less than 60 days' prior written notice.
3. 7.3Unless otherwise stated in the Order, we shall invoice you for the Charges in advance on the fifth day of each calendar month, with pro-rata billing for the first month from the Commencement Date.
4. 7.4All Charges are payable in pound sterling (or the currency specified in the Order), within 14 days of the date of the invoice, in cleared funds to the bank account we nominate.
5. 7.5All amounts are exclusive of VAT, which you shall pay in addition at the prevailing rate on receipt of a valid VAT invoice.
6. 7.6If you fail to pay any amount due, we may suspend the Services, and interest shall accrue daily on the overdue amount at an annual rate equal to 3% over the then current Bank of England base lending rate.
7. 7.7All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (except as required by law).

8Intellectual property rights

1. 8.1We (or our licensors) own all Intellectual Property Rights in the Services. The Contract does not grant you any rights in those Intellectual Property Rights other than as expressly set out.
2. 8.2Any material you supply to us remains owned by you. You grant us a non-exclusive licence to use that material solely for the purpose of providing the Services.
3. 8.3We retain ownership of any pre-existing or generic material we use or create in performing the Services.

9Data protection

10Limitation of liability

1. 10.1References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract.
2. 10.2Nothing in this clause limits our liability under clause 7 (Charges and payment).
3. 10.3Nothing in this clause limits any liability that cannot legally be limited, including: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
4. 10.4Subject to clause 10.3, our total aggregate liability to you shall be limited to 100% of the Charges payable by you under the Contract in the year in which the claim arises.
5. 10.5We shall have no liability for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of goodwill; or any indirect or consequential loss.
6. 10.6The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are excluded from the Contract to the fullest extent permitted by law.
7. 10.7This clause 10 shall survive termination of the Contract.

11Suspension and termination

1. 11.1The Contract shall continue for the Initial Term and then until terminated by either party on 30 days' written notice. Any earlier termination notice takes effect at the end of the Initial Term, and you remain liable for the balance of the Initial Term Charges.
2. 11.2Either party may terminate the Contract with immediate effect by written notice if: (a) the other party commits a material breach and fails to remedy it within 14 days of notice; (b) the other party enters administration, liquidation, composition, moratorium or any analogous insolvency procedure; (c) the other party suspends or ceases substantially all of its business; (d) the other party's financial position deteriorates such that its ability to perform is in jeopardy; or (e) it is reasonably believed that any of the above is imminent.
3. 11.3We may terminate the Contract immediately if you fail to pay any amount due, or if you request another provider to port your Smart Number.
4. 11.4We may suspend Services if you fail to pay any amount due or commit a Customer Default.

12Consequences of termination

1. 12.1On termination of the Contract or any individual Service, the provisions of this clause apply.
2. 12.2On termination: (a) you must notify us within one month if you wish to transfer a Smart Number to another provider; (b) all rights and licences granted under the Contract terminate; (c) you must immediately pay all outstanding invoices and interest; (d) you must return any of our materials; (e) we may provide transfer assistance subject to reimbursement of our reasonable expenses.
3. 12.3If we terminate before the end of the Initial Term for a customer default, you remain liable for the Charges for the remainder of the Initial Term. After the Initial Term, you are liable to the termination date. No refunds are due in respect of Charges paid in advance.
4. 12.4Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
5. 12.5Any provision intended by its nature to come into or continue in force on or after termination shall remain in full force and effect.

13General

1. 13.1Force majeure: neither party shall be in breach of the Contract nor liable for delay or failure to perform if such delay or failure results from events or circumstances beyond its reasonable control.
2. 13.2Assignment: we may assign, subcontract or delegate any of our rights or obligations under the Contract. You may not assign, transfer or subcontract any of your rights or obligations without our prior written consent.
3. 13.3Confidentiality: neither party shall disclose the other party's confidential business information for six months after termination, except as required by law or to employees and advisers who need to know. Confidential information may only be used to perform the Contract.
4. 13.4Entire agreement: the Contract constitutes the entire agreement between the parties and supersedes all prior agreements, promises or assurances. Neither party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement not in the Contract.
5. 13.5Variation: no variation of the Contract is effective unless in writing and signed by the parties.
6. 13.6Waiver: a waiver of any right under the Contract is only effective if in writing. Failure or delay in exercising a right does not constitute a waiver.
7. 13.7Severance: if any provision is held invalid, it shall be deemed deleted and the parties shall negotiate a replacement that, to the greatest extent possible, achieves the intended commercial result.
8. 13.8Notices: any notice shall be in writing and sent by email to the address set out in the Order. Notices are deemed received at the time of transmission, or when business hours resume if sent outside 9am–5pm on a Business Day.
9. 13.9Third party rights: the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.
10. 13.10Governing law: the Contract and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales.
11. 13.11Jurisdiction: each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract.

Schedule, Support services