Hosted Telecommunications Services Agreement
By creating an account within this website www.voicelinx.com, a Telecommunications Service Agreement (“Agreement”) is made between Voicelinx Ltd (hereinafter “Voicelinx”), a company incorporated in the United Kingdom with company registration number 04347109 and having its registered office at 10-14 Interlink House, 73A Maygrove Road, London, NW6 2EG, and you the web user (hereinafter “Customer”).
WHEREAS:
1. Voicelinx is a provider of telecommunication services and Customer wishes to purchase hosted telecommunication services provided by Voicelinx.
IT IS AGREED AS FOLLOWS:
2. Voicelinx warrants that it is a corporation validly organised and existing as under the laws of its Law of Incorporation and has full power and authority under its constitutional documents and the laws of its Law of Incorporation to execute and deliver this Agreement and to perform its obligations thereunder and hereunder.
3. Voicelinx shall provide the services with reasonable care and attention and shall employ appropriately skilled and trained staff who are competent for the areas of the business in which they are employed.
4. Voicelinx reserves the right to make Service changes with 30 days notice to Customer.
5. Voicelinx shall use reasonable endeavours to resolve Service faults or issues reported by Customer in a timely manner. For the avoidance of doubt, Voicelinx does not warrant that the Service will be fault free or free of interruptions.
CUSTOMER OBLIGATIONS
6. Customer shall indemnify Voicelinx for any and all costs charges, liabilities and claims against Voicelinx, including, but not limited to, Ofcom and PhonePayPlus fines, which Voicelinx incurs as a result of Customer’s actions or any 3rd party using the Services through the Customer’s account.
PRICING, BILLING AND PAYMENT
7. The Customer shall pay to Voicelinx all amounts due under this agreement
8. All charges shall be calculated based on data held by Voicelinx billing systems and not data held in Customer’s systems.
9. Voicelinx shall provide a monthly invoice via Email to Customer for the Services provided hereunder within ten (10) Business Days where possible after the end of the month. Voicelinx reserves the right to change the invoice billing cycle from time-to-time.
10. For the avoidance of doubt, all charges due under this Agreement shall be paid in full by the Customer, even if any fraud has been committed by the Customer or any 3rd party using the Services through the Customer’s Voicelinx account.
11. All Rates and other charges due hereunder are exclusive of all applicable taxes, duties, levies and other similar charges imposed by any authority, government or government agency (except income tax or other corporate taxes attributed to Voicelinx), all of which shall be separately itemized where possible and charged to and payable by Customer in addition to the Rates and other charges set forth in the Services descriptions. Current call rates are published on the Voicelinx website.
12. Post-paid Services. Where the terms of the Service offer the Service on a credit basis:
a) Voicelinx will determine if it wishes to offer credit to the Customer.
b) Voicelinx may check with 3rd party credit agencies or may request information from Customer to determine the creditworthiness of Customer at any time. Customer must provide such information to Voicelinx within 5 Business Days.
c) Depending on the information supplied, Voicelinx may amend the credit terms or may require a Deposit payment from Customer with a value equivalent to one and half (1½) month’s estimated charges. Voicelinx may immediately suspend post-paid Services to Customer should the Deposit not be greater than the accumulated charges.
d) Customer must provide any amended Deposit within five Business Days of receipt of a written request from Voicelinx of the same.
e) Voicelinx may, at its absolute discretion, treat a failure by Customer to provide creditworthiness information or Deposit in accordance as a material breach to this Agreement.
f) Notwithstanding the foregoing, Customer shall pay each Voicelinx invoice by credit/debit card or cleared funds in full for the Services by the end of the month following that in which the services were provided (“Due Date”).
g) In the event that any invoice payment is not received in Voicelinx’s designated bank account or accounts as directed by Voicelinx in writing on or before the Due Date, Customer shall also pay a late interest fee of two percent (2%) per month (or the maximum rate permitted by law), compounded daily, beginning the first day after the Due Date, whichever is higher, from the Due Date until the relevant invoice is paid in full.
h) Voicelinx shall have the right to set off any amounts due hereunder which are not paid when due against any pre-payments, deposits, amounts due from Voicelinx to Customer and amounts owed to Voicelinx by Customer or any of its affiliates pursuant to any other agreement or arrangement.
13. If Customer disputes the accuracy of the amount due to Voicelinx in respect of any invoice and the amount in dispute represents three percent (3%) or more of the total amount invoiced, Customer shall notify Voicelinx within three working days of invoice receipt, in writing, identifying clearly
a) the reasons for which Customer disputes the invoice;
b) the amount in dispute; and identifying information of the relevant invoice and Charges in dispute including:
i. the account number;
ii. the invoice reference number;
iii. the invoice date;
iv. the invoice amount;
14. Notwithstanding any dispute, all charges hereunder shall be due and payable in full. Settlement in cases of disputes will be credited in the next invoice to Customer without any interest.
OPERATIONS & CUSTOMER SERVICE
15. Voicelinx secure communication to and from handsets and computers as requested, however it is the responsibility of the user to keep access to these devices secure to ensure no unauthorised use of the customers accounts. In the event that any occurrence of fraudulent, un-authorised or illegal calls are made by Customer or Customer’s Users (illegal calls including terrorism, spamming and hacking or calls which may cause disruption or damage to Voicelinxs network or facilities etc.), as reasonably determined by Voicelinx, Voicelinx may deactivate the use of the Service for Customer or that User or group of Users. Voicelinx shall inform Customer within 5 (five) Business Days from such termination of Service. Customer shall be liable to pay Voicelinx for all charges and all other expenses incurred by Voicelinx due to fraudulent, un-authorised or illegal calls.
LIMITATION OF LIABILITY
16. No failure or omission by Voicelinx or Customer to carry out or observe any of the terms and conditions of this Agreement by Voicelinx shall give rise to any claim against Voicelinx such party by the other party or be deem a breach of this Agreement if such failure or omission arises from any circumstances known as Force Majeure, or any other cause beyond the reasonable control of Voicelinx or Customer, as the case may be.
17. In this Agreement, “Force Majeure” means any cause of any kind whatsoever, not reasonably within control of a party hereto and includes, without limitation: acts of God, fire, accidents, military conflict, vandalism, sabotage, cable out, breakdowns, or accident to equipment or software, failure; delay or disruption of transportation facilities, inability to obtain or curtailment of supplies of materials, equipment, software or labour required to perform or comply with any obligation or covenant under this Agreement, strikes, lockouts or any other industrial, civil or public disturbances, any laws, orders, rules, regulations acts or restraints of any government or government body or authority, civil or military, including the order and judgements of courts, but shall not apply in respect of payment obligations of the Customer.
18. The Party prevented from fulfilling its obligations shall on becoming aware of such event inform the other Party in writing of such force majeure event as soon as possible. If the force majeure event continues for more than sixty (60) days, either Party shall have the right to terminate the Agreement with immediate effect by written notice.
19. Customer agrees that Voicelinx shall not be liable for any loss or damage sustained by Customer or its Usersdue to any failure in or breakdown of the communication facilities associated with providing the Services, for any failure, interruption or degradation of the Services, whatsoever shall be the cause or duration thereof, or for any other cause or claim whatsoever arising under this Agreement.
20. In the event the limitation of liability is not permitted by law, then, the liability of Voicelinx shall not exceed the amount in British Pounds that is the equivalent of 3 months averaged transacted business between Voicelinx and Customer in relation to which the damages arose whether in contract or tort (including negligence or breach of statutory duty) or otherwise arising out of or in connection with this Agreement.
TERMINATION OR SUSPENSION OF SERVICES
21. Voicelinx may suspend forthwith the provision of its respective Services until further notice:
a) if Voicelinx has a right to terminate this Agreement; or
b) if Customer has outstanding debit balances not paid when due; or
c) if Voicelinx (or its subcontractors) needs to carry out planned works (e.g., preventative maintenance) on its System; or
d) if Voicelinx is required to comply with a government, administrative or judicial order, decision or other such requirement that would prevent Voicelinx from providing the Services; or
e) where the use of the Services, in the reasonable opinion of Voicelinx, adversely affect, or is likely to adversely affect, Voicelinx facilities or service to its other customers; or
f) if Customer and/or its Users engage in any deceptive, misleading, illegal or unethical practices, or use the Services to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts; or
g) if Customer is in default or breach of this Agreement.
22. Either party may at any time terminate this Agreement by giving a prior written notice, the month in which termination is requested will still be due for payment.
23. Notwithstanding anything herein contained, and without prejudice to any other rights or remedies Voicelinx may have under this Agreement, in law or at equity, Voicelinx may terminate this Agreement forthwith:
a) in the event that Customer fails to pay any amount due under this Agreement on or before the relevant Due Date; or
b) if Customer commit a breach of this Agreement and fails to rectify the same within seven (7) days of receipt of a written notice from Voicelinx, identifying the breach and requiring its rectification.
24. This agreement shall be terminated immediately by Voicelinx in the event that Customer has ceased or threatened to cease business, is or has been wound up or become bankrupt or a receiver and manager or judicial manager has been appointed over the whole or substantial part of its assets or property.
25. Termination of this Agreement by either party shall not affect any rights, liabilities or remedies accrued prior to the termination date of the Agreement.
LAW AND JURISDICTION
26. This Agreement shall be subject to and construed in accordance with the laws of England & Wales. Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or un-enforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or un-enforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.
ACCEPTANCE
By creating an account and using Voicelinx services the customer is accepting these terms and conditions.
