SIPTRUNKED LIMITED

Legal Terms and Conditions (Standard Services + through Website)

Legal Agreement

This agreement between the parties is made between Siptrunked and the Customer and comprises (a) these terms and conditions and all of parts thereof unless the contrary is expressly indicated; (b) the Order Form once accepted by Siptrunked; and (c) the Tariff.

This agreement takes effect as follows (a) as to the terms and conditions comprised in part 2 hereof on the Customer’s accessing the Website; (b) otherwise as hereinafter provided.

Part 1 – General Terms

1. Definitions

In this agreement the following definitions shall apply:-

  • 1.1 ‘Commencement Date’ means the date when any hardware product(s) comprised in the Services are received by the Customer or 3 working days after the same are dispatched by Siptrunked (whichever is the earlier) and all other parts of the Services are capable of being used by the Customer (whether or not the Customer takes any steps required to implement their use);
  • 1.2 ‘Customer’ means the party identified as such in the Order Form;
  • 1.3 ‘Force Majeure Event’ means an event, or a series of related events, that is outside the reasonable control of Siptrunked (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
  • 1.4 ‘Order Form’ means the order form completed through the Website;
  • 1.5 ‘Notice’ means notice by first class pre-paid mail or email;
  • 1.6 ‘Services’ means the hardware product(s) and services specified in the Order Form;
  • 1.7 ‘Tariff’ means the pricing terms applicable to the Services from time to time available through the Website;
  • 1.8 ‘Siptrunked’ means Siptrunked Limited a company registered in England and Wales under company no. 06700241 and having its registered office at Unit 2-RO24, Greenways, Harlow Business Park, Harlow, Essex CM19 5QB;
  • 1.9 ‘Website’ means this website on which these terms and conditions are accessed being the property of and authorized and licensed by Siptrunked.

2. Formal

  • 2.1 Where the Customer is a consumer nothing contained in this agreement shall affect any of the statutory or other lawful rights of the Customer the exclusion of which is prohibited by law;
  • 2.2 This agreement and its terms are subject to updates from time to time and the latest edition thereof shall be deemed to apply as between the parties and shall supersede any previous edition;
  • 2.3 To the extent permitted by law the Customer hereby opts out of all entitlements to information and facilities not comprised in the Services and releases Siptrunked from any obligation to provide the same;
  • 2.4 Where Notice is given under this agreement it shall be served on the relevant party at the address specified herein or on the Order Form or at any different address notified in accordance with the terms hereof and shall be deemed to have been received if sent by email on the date when the same is received by the addressee or at 9.00am on the second day following its dispatch (whichever is the earlier) and if sent by first class pre-paid post on the date which is 3 working days after the date of posting;
  • 2.5 No party is entitled to enforce any term of this agreement under the Contracts (Rights of Third Parties) Act 1999;
  • 2.6 References to clause numbers are to clause numbers in the same part of these terms and conditions unless the contrary is expressly indicated;
  • 2.7 This agreement is governed by the laws of England Wales.

3. Legal Liability

  • 3.1 Siptrunked does not exclude or limit liability for death or personal injury arising through its negligence or that of its employees;
  • 3.2 Siptrunked does not exclude or limit liability for fraud or fraudulent misrepresentation, breach of the terms implied by Section 12 Sale of Goods Act 1979 or breach of Section 2 Consumer Protection Act 1987;
  • 3.2 Siptrunked shall not be liable for (a) loss of profits or income; (b) lost business or opportunities; (c) other indirect or consequential losses; (d) loss of data; (e) losses arising from delay or failure to deliver any Services; (f) any losses arising from a Force Majeure Event; or (g) any loss or damage which is not directly caused by Siptrunked or which was not reasonably foreseeable as at the date of the Order Form or which arises from any act or event which is outside of Siptrunked’s reasonable control;
  • 3.3 Save as provided in clauses 3.1 and 3.2 the liability of Siptrunked hereunder shall not exceed the amount which is equal to 100% of the Charges paid by the Customer within the period of 12 months immediately preceding the event giving rise to the said liability (whichever is the higher).

Part 2 – Use of Website

The term ‘us’ or ‘we’ refers to Siptrunked the owner of the Website. The term ‘you’ refers to the user or viewer of the Website.

The use of the Website is subject to the following terms of use:

  • 1. The content of the pages of the Website is for your general information and use only and is subject to change without notice.
  • 2. Our use of cookies and all personal information is governed by our privacy policy which can be found at http://www.siptrunked.com/legal/privacy
  • 3. Certain types of cookies will be used without your consent but these are limited to those required in connection with the supply and delivery of the Services.
  • 4. When you agree to accept these terms you confirm that you have given your consent to the use of cookies prior to their being set although you are entitled at any time to withdraw your consent.
  • 5. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Website for any particular purpose and you acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
  • 6. Your use of any information or materials on the Website is entirely at your own risk, for which we shall not be liable and it shall be your own responsibility to ensure that any products, services or information available through the Website meet your specific requirements.
  • 7. The Website contains material which is owned by or licensed to us and this material includes, but is not limited to, the design, layout, look, appearance and graphics, the reproduction of which is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
  • 8. All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the Website.
  • 9. Unauthorised use of the Website may give rise to a claim for damages and/or be a criminal offence.
  • 10. From time to time, the Website may also include links to other websites which are provided for your convenience to provide further information and they do not signify that we endorse those website(s) and in relation to which we have no responsibility for their content or operation.
  • 11. The Services are subject to the terms and conditions appearing on the Website.

Part 3 – On-line Transactions

2. Customer Status

  • 2.1 Where the Customer is an individual the Customer warrants that he or she is at least 18 years of age.
  • 2.2 Where the Customer is incorporated the Customer warrants that it is authorized to purchase the Services from Siptrunked;
  • 2.3 The Customer further warrants that any information which is provided to Siptrunked is accurate, complete and not misleading.

3. Agreement

  • 3.1 Subject to clause 3.2 the Customer hereby agrees to purchase and Siptrunked hereby agrees to supply the Services to the Customer in accordance with these terms;
  • 3.2 The completion of the Order Form:-
    • 3.2.1 constitutes the agreement of the Customer described in clause 3.1;
    • 3.2.2 shall take effect as the Customer’s offer to purchase the Services which Siptrunked may refuse to accept for any reason including (without limitation) the Customer’s failure to fulfill credit criteria, unavailability of any Services or errors affecting any Services or pricing;
  • 3.3 On receipt of a completed Order Form Siptrunked will send an email describing the ordered Services but shall have no obligation to supply the same until the completion of the contract between the parties which shall be deemed not to be complete until the Commencement Date.

4. Payment

  • 4.1 All prices are exclusive of value added tax;
  • 4.2 Siptrunked shall not be liable for any errors and omissions affecting information, discounts, promotions and prices specified or referred to on this website;
  • 4.3 Payment will be debited to your credit card, debit card or bank account at the earlier of the date of dispatch or availability of the Services and in the unlikely event that Siptrunked is unable to supply any Services the relevant amounts will be refunded.

5. Availability of Services

  • 5.1 Siptrunked shall take reasonable steps to ensure the accuracy of all information on this website concerning availability of Services but will not be responsible for any relevant errors or inaccuracies in this respect;
  • 5.2 Any delivery dates are estimates only but Siptrunked will act reasonably to inform the Customer if any Services become unavailable or subject to delays as the Order Form is processed.

6. Right to Cancel

  • 6.1 Where he or she is a consumer the Customer shall have the right to cancel the purchase of the Services and all legal obligations comprised in this agreement no later than 7 working days after the Commencement Date;
  • 6.2 Cancellation shall take effect when the Customer contacts Siptrunked and notifies such cancellation and arranges the return of all products delivered to the Customer;
  • 6.3 The Customer shall:-
    • 6.3.1 be responsible for the cost of returning the Services and any related components delivered by Siptrunked unless any such delivery was in error or any item was damaged or defective at the date of delivery;
    • 6.3.2 take reasonable care of the Services until their return;
    • 6.3.3 remain responsible for any of the Services which are activated and available prior to the date of cancellation, for example costs for the use of data;
  • 6.4 Siptrunked shall be entitled to charge the Customer for any costs incurred in collecting the Services and the value of any missing items which may be deducted from any sums owed to the Customer;
  • 6.5 Siptrunked shall refund to the Customer the original purchase price of the cancelled Services together with any delivery charge (other than any non-standard charge) as soon as is reasonably practical and in any event within 30 days after the Customer’s notification of cancellation.

8. Regulatory

This clause 8 sets out the information required pursuant to the Consumer Protection (Contracts concluded by means of Distance Communications) Regulations 2000 and the Electronic Commerce (EC Directive) Regulations 2002:-

  • 8.1 Identity – unless otherwise notified at the time of the purchase of the Services the supplier of any item purchased through this website is Siptrunked;
  • 8.2 Description of Goods – the goods and services sold pursuant to this agreement comprise items either selected from those available on this website or created to the order of the Customer;
  • 8.3 Price – the price of items purchased via this website shall be the price advertised in the Tariff at the time of purchase and shall exclude value added tax and any other applicable tax at prevailing rates from time to time plus delivery costs;
  • 8.4 Delivery Costs – all items purchased using Wireless Application Protocol (WAP) will incur a delivery charge at prevailing rates plus roaming charges where applicable;
  • 8.5 Payment - payment for any item purchased pursuant to this agreement must be made as specified in the applicable terms available on this website;
  • 8.6 Price Variation – the price of the Services is as specified in the applicable terms available on this website;
  • 8.7 Duration of Contract – the agreement under which Services are purchased incorporates the applicable terms available on this website including the requirement for any minimum term as therein specified;
  • 8.8 Regulator – the provision of the telecommunications system utilized for the purpose of delivering the Services is regulated in the United Kingdom by the Office of Communications (Ofcom – www.ofcom.org.uk);
  • 8.9 Publication of Terms – all current editions of all terms applicable to the Services are available on this website for so long as the Services are available subject only to temporary or unavoidable disruptions of the website;
  • 8.10 Language – this agreement can only be completed and concluded in the English language.

Part 4 – Products and Services

1. Definitions

In this part 4 the following definitions shall apply:-

  • 1.1 ‘Charges’ means the charges for the Services published in the latest edition of the Tariff from time to time including any monthly access charges (to be billed monthly in advance unless otherwise agreed), usage charges (to be billed monthly in arrears) and any other charges for the Services (including without limitation any additional charge for itemized billing) and charges incurred in relation to late and failed payments and the collection of the same and the enforcement of the Customer’s obligations contained or referred to in this agreement;
  • 1.2 ‘Minimum Term’ means the period of time (if any) specified on the Order Form commencing on the Commencement Date;
  • 1.3 ‘Network’ means the electronic telecommunications systems utilized by Siptrunked for the provision of the Services;
  • 1.4 ‘Notice’ means notice by first class pre-paid mail or email.

2. Agreement

  • 2.1 Subject to clause 2.2 the Customer hereby agrees to purchase the Services from Siptrunked and to pay the Charges therefor and Siptrunked hereby agrees to supply the Services to the Customer;
  • 2.2 The delivery of the Services supersedes and replaces any entitlement of the Customer to receive alerts in respect of any data or other usage levels or thresholds or as regards the automatic termination of the Services by reference to the same;
  • 2.3 This agreement shall commence on the Commencement Date and shall continue for the Minimum Term and thereafter unless and until terminated in accordance with clause 10;
  • 2.4 If this agreement is terminated howsoever prior to the expiry of the Minimum Term the Customer shall remain liable for all Charges payable in respect of the period of the Minimum Term unless the circumstances described in clauses 9.1.2, 9.1.3 or 9.1.5 apply.

3. Customer Status

  • 3.1 Where the Customer is an individual the Customer warrants that he or she is at least 18 years of age.
  • 3.2 Where the Customer is incorporated the Customer warrants that it is authorized to purchase the Services from Siptrunked;
  • 3.3 The Customer further warrants that any information provided to Siptrunked is accurate, complete and not mis-leading.

4. Availability of Services

  • 4.1 The Services shall be provided only in the Siptrunked Territories and the Customer acknowledges that it is fully aware that the availability of the Services is restricted and limited to that extent;
  • 4.2 The specification, functionality and performance of the Services shall be in accordance with the then current relevant descriptions and specifications published by Siptrunked or the manufacturers of the relevant component(s) thereof excepting any errors and omissions therein for which Siptrunked shall have no responsibility or liability;
  • 4.3 Siptrunked shall take all reasonable steps to make available the Services in accordance with this agreement but the Customer acknowledges that the Services and their performance are subject to the uncertainties comprised in telecommunications technology and to variations, outages and other factors affecting deliverability, quality and operational consistency none of which can be guaranteed at any specific time;
  • 4.4 Siptrunked shall not be responsible for any effects on the Services or the facilities utilized by means of the Services arising from the performance, failures, connection or compatibility with the Services, of any equipment or third party services not supplied by Siptrunked including (where relevant and without limitation) any communications device used by the Customer in connection with the delivery of the Services and the effects of any computer viruses, cyber or other attacks on the Services or the facilities derived therefrom or any other form of denial of service;
  • 4.5 Siptrunked shall be entitled to implement a monthly limit on the value of the Services available to the Customer and/or require the compliance by the Customer with such terms as it may determine as a condition for the removal of any such limit.

5. Use of Services

  • 5.1 The Customer shall:
    • 5.1.1 comply with any instructions issued by Siptrunked in connection with the use of the Services and shall procure such compliance on the part of any third party using the Services made available to the Customer;
    • 5.1.2 not utilize the Services for any unlawful, fraudulent, criminal or offensive purpose;
    • 5.1.3 not sell or transfer the benefit of the Services to any third party;
    • 5.1.4 not use any device for accessing the Services which is not approved for use by Siptrunked;
  • 5.2 The software utilized in connection with the delivery of the Services is the property of Siptrunked and its use is licensed to the Customer for the purpose of accessing the Services;
  • 5.3 Any telephone number allocated by Siptrunked for use on any Network is the property of Siptrunked and its transfer to any other provider is subject to Siptrunked’s fees applicable thereto;
  • 5.4 The use of the Services is personal to the Customer and may not be transferred to or used or shared by any other party without the prior written consent of Siptrunked.

6. Payment

  • 6.1 All Charges are payable by direct debit, debit card or credit card and it is the responsibility of the Customer to arrange and maintain any necessary continuing authority or other pre-payment authority or arrangements;
  • 6.2 All prices specified in the Tariff are exclusive of value added tax;
  • 6.3 Any late payments are subject to interest at the rate of 4% above the base rate of HSBC Bank plc for the time being in force and to the payment of reasonable administration costs;
  • 6.4 Payment is due on the date(s) and as provided in the Tariff and in the event of any default Siptrunked is hereby authorized to make multiple applications for payment to the Customer or any bank or financial institution which issues the debit or credit card or other means proffered as the medium therefor notwithstanding any additional cost which shall be the liability of the Customer.

7. Variations to Agreement

  • 7.1 This agreement and its terms and the Charges are subject to variation from time to time in accordance with part 1, clause 2.2 of these terms and conditions;
  • 7.2 In the event that any such variation is to its material disadvantage the Customer may terminate this agreement on the date which is 7 days after the Customer serves Notice on Siptrunked requiring termination;
  • 7.3 Siptrunked shall be entitled from time to time to substitute any telephone number allocated by Siptrunked in connection with the Services.

8. Suspension of Services

  • 8.1 Siptrunked shall be entitled to suspend or restrict the Services in any of the following circumstances:-
    • 8.1.1 Siptrunked believes that the Services is/are being used in a manner or for a purpose which is not permitted under this agreement;
    • 8.1.2 any term of this agreement or any requirement referred to herein has been breached or is not complied with;
    • 8.1.3 any financial limit applicable to the Services is exceeded;
    • 8.1.4 Siptrunked believes that the Customer has entered into this agreement fraudulently;
    • 8.1.5 the Customer has become bankrupt or been wound up or made any arrangement with its creditors or a receiver has been appointed in respect of any of its assets;
    • 8.1.6 the Customer takes any step which may damage the operation of the Services or the Network;
    • 8.1.7 such suspension or restriction is lawfully required;
    • 8.1.8 such suspension or restriction is required in connection with the maintenance or repair of the Network or any equipment used for delivering the Services provided that if this situation prevails for a minimum of three consecutive 24-hour periods Siptrunked shall credit the Customer with an amount equal to the Charges applicable to the accessing of the Services for the period when they were unavailable;
  • 8.2 Siptrunked shall act reasonably to notify the Customer in advance of any suspension or restriction of the Services but shall be under no obligation to do so;
  • 8.3 Subject only to clause 8.1.8 this agreement shall remain in full force and effect notwithstanding any suspension or restriction of the Services.

9. Termination of Agreement

  • 9.1 This agreement may be terminated only on the happening of one or more of the following events:
    • 9.1.1 either party serving on the other not less than 30 days’ Notice requiring termination provided that any such Notice shall not expire prior to the expiry of the Minimum Term;
    • 9.1.2 immediately in the event that either party commits a breach of this agreement and (where such breach is capable of remedy) the same has not been remedied within 7 days after the other party serves Notice requiring such remedy;
    • 9.1.3 in the event that either party commits a breach of this agreement and (where such breach is incapable of remedy) on the date which is 7 days after the other party serves notice requiring termination;
    • 9.1.4 the Customer has become bankrupt or been wound up or made any arrangement with its creditors or a receiver has been appointed in respect of any of its assets;
    • 9.1.5 Siptrunked becomes unable to provide the Services due to any Force Majeure Event including (without limitation) any loss of licensee or other status, or lawful or governmental permit or accreditation;
  • 9.2 Immediately upon termination of this agreement:-
    • 9.2.1 the Services will be disconnected from the Network;
    • 9.2.2 the Customer will pay all Charges outstanding in respect of the Minimum Term (unless termination is effected pursuant to clauses 9.1.2 or 9.1.3 (where Siptrunked is in breach) or 7.2).