These terms and conditions apply to the provision by us, Internet Software Technology Ltd, to you of the Service and, together with your Internet Software Technology Ltd Order Form, User Guide and the Agreed Pricing as it appears on the Order Form ("Application"), save as specifically agreed by us they constitute the entire agreement between us with respect to our supply and your use of the Service ("Agreement"). The following terms shall have the following meaning when used in this Agreement:
"Activation Date" the date on which you can begin accessing the Service "Charges" the then current charges associated with the Service, as described on the Order Form "Contract" means the Contract application which you agreed with us, these terms and conditions and the Agreed Pricing as it appears on the Order Form; "Agreed Pricing as it appears on the Order Form" means the list(s) of Charges current at the time you use the Service "Service" the provision of the telephone numbers, SMS long code numbers, Ad-email addresses as agreed on the order form and access to the AdMeter web interface to allow viewing of call log information for these numbers together with all of the other metrics reporting that the AdMeter system offers. "Start Date" the date on which we accept your application "Internet Software Technology Ltd " Internet Software Technology Ltd a company registered in England and Wales with company number 06723063 and whose registered office is at 1 Church Street, Warwick, CV34 4AB.
"Third Party Operator" means the operator of any telecommunications network or system over which we provide the Service; "User Guide" means any guide or guides published by us, which give(s) instructions about and information on the Service; "we" and "us" means Internet Software Technology Ltd and/or our agent(s).
"written notification" includes communication via email
"You/Your" means the customer/client
Once we have received your application for the provision by us of the Service, we will: a) within fifteen (15) working days confirm whether we accept your Application and, if so, provide you with your account number and access details including a user name and password for the service; and b) if we accept your Application, set up all agreed telephone numbers routed to the agreed Termination Numbers, supply any SMS Long Code numbers and create any Ad-Email addresses and route them to the destination email address as per the Order Form c)we will also apply the modules you have requested via the order form including any , all or none of the following modules or those that may be developed in the future: call tracking, web tracker, ad-email, crm, sms suite, google analytics integration d) we will securely store any Call Recordings generated via the Service for a period of 12 months only
1.2 You acknowledge and accept that provision by us of the Service is subject to the following: (a) Service is provided to the telephone line(s) identified in your Application and any termination, suspension, cut off or fault with such telephone line will result in temporary or permanent loss of the Service; (b) we may from time to time suspend the Service because of repair (whether scheduled or due to emergency), maintenance or improvement, in which case we will endeavour to restore the Service to you as soon as possible; and (c) We cannot guarantee that the Services will be free of faults or interruptions, timely or secure to the extent the Services may be affected by things we cannot control, such as lack of network capacity, physical obstructions or atmospheric conditions; and (d) That whilst every reasonable care is taken by us to ensure that numbers including sms long codes and email addresses supplied are clean and free from any prior use no warranty is given or implied to this effect. In the unlikely event that you should receive calls intended for a previous subscriber which in our reasonable opinion seriously and detrimentaly impact on your use of the number our liability will be limited solely to providing an alternative number. (e) payment by you of all Charges described in Section 3, and that we are not responsible for any loss or deterioration of Service attributable wholly or partly to any of the matters listed in paragraphs (a) to (d).
1.3 We shall provide the Services with reasonable skill and care. If you do experience a problem or suspect a fault you should first telephone our customer services team. We shall not in any circumstances be responsible for any call-out or other charges you incur to BT or any other Third Party Network operator as a result of any problem or fault with the Service.
1.4 Whilst we provide the Services to you, you authorise us to act on your behalf in all dealings with any Third Party Operator in connection with any matter that enables us to provide or to continue to provide you with the Services
2.1 You must: (i) be at least 18 years old to enter into this Contract; (ii) be the owner of the main telephone line, or authorised by such owner to use the main telephone line, over or in respect of which we will provide the Service to you (iii) prior to any utilisation and /or advertising of any number supplied or procured by us for your use a)take immediate steps to test the number or numbers and/or Ad-email addresses and SMS Long Codes supplied to ensure that calls properly connect to your intended destination and the Ad-email addresses and SMS Long Codes operate entirely as anticipated and to your satisfaction and b) in the event of any problem immediately e-mail us at email@example.com (or such other address as may be notified by us to you) to enable us to either remedy the problem or provide an alternative (iv) at all times during the continuation of the Service promptly advise us by e-mail to the above address of any connection or other problems relating to any telephone number, Ad-email address or SMS Long Code supplied. It is the customers obligation to undertake regular connectivity & system functionality checks.
2.2 You will comply with (and ensure that all users of the Service comply with): (a) all relevant legislation, licences and regulations and mandatory instructions or guidelines issued by regulatory authorities; and (b) any reasonable instructions that we may give from time to time.
2.3 You will not (and ensure that all users of the Service will not): (a) use the Service in a way that is unlawful, fraudulent, offensive, abusive, indecent, defamatory, obscene or menacing; or (b) resell, re-supply or otherwise make the either of the Services available to any person on a commercial basis unless previously advised to us and agreed by us; or (d) use the Service in a manner that we consider, in our entire discretion, to be fraudulent or inconsistent with normal usage; or (e) disclose to any third party your account number and/or password (f) conform to all data protection requirements under the Data Protection Act 1998.
2.4 If you use the Service in any way that, in our reasonable opinion, is or is likely to be detrimental to the provision of the Service to you or any other of our customers then you will take such corrective and immediate action as we may require. If, in our reasonable opinion, you fail to take such corrective action within a period of 3 days, we shall be entitled to suspend the Service without notice. In all circumstances, you will indemnify us against any claims, actions or legal proceedings (including reasonable related costs and expenses, legal or otherwise) which are brought or threatened against us by a third party as a direct result of your failure to comply with your obligations under this Section 2.
2.5 Your account number and password are confidential and you must inform us immediately in accordance with Clause 8.4(b) if you know or suspect that your account number or password has been disclosed to an unauthorised user or is being used in an unauthorised way. We reserve the right to suspend the Service and/or to require you to change your password if we believe that there has been or is likely to be unauthorised use of the Service. Until you have notified us of the unauthorised use, you remain responsible for all sums charged to your account.
3.1 You will pay all Charges in accordance with the standing order or direct debit instruction provided as part of your Order Form, or by BACS, cheque or credit card, or any lease agreements that may be in force. We will collect payment not earlier than ten (10) days after the date of the invoice. Payment by any method other than standing order will incur a monthly administration charge of £2.00.
3.2 If we are unable to collect any payment by the due date we will: (a) be entitled to suspend your access to the Service; (b) send written notification giving you 10 days to pay all outstanding amounts in full; and (c) charge you an administration fee of £5.00 together with interest at 3% above the base rate from time to time of Barclays Bank PLC.
3.3 If, following our notification, we are still unable to recover all payments due, or if your account remains wholly or partly outstanding for any other reason 18 days after the original due date for payment we will: (a) send a further written notification requiring you to discharge your account in full within 7 days from the date of this notification, failing which we reserve the right to refer your outstanding account to credit reference agencies and/or solicitors and/or other third party collection services (in which case you will be responsible for all costs that are incurred by us in taking such action); and (b) charge you a further administration fee together with a fee for the submission of the further written notification.
4.1 The Agreement will automatically continue for a further twelve months from the end of the Agreement period unless we receive in writing 30 days before the Termination date your notice of cancellation.
4.2 We may end this Contract for the Service immediately if: (a) you do not pay any Charges on time or you breach a materially important term or condition of this Contract (including, without limitation, any provision of clause 2 above);(b) you breach any term or condition of this Contract that does not fall within sub-clause 2 above and do not put it right within 7 calendar days of being asked to do so; (c) you fail any credit or fraud prevention check referred to in clause 5.4 below or we have good reason to suspect fraud or money laundering; (d) we have good reason for believing that any information you have given us is false or misleading; (e) you are the subject of any bankruptcy or insolvency proceedings; or (f) despite our reasonable efforts the Services are no longer available to us.
4.3 Termination by us shall be without prejudice to any other rights or remedies that we may have, whether under the terms of this Agreement or otherwise.
5.1 Information you provide or we hold about you (whether or not under our Contract (or Contracts) with you) may be used by us or our agents to: (a) identify you when you contact us; (b) help identify accounts, services and products which you could have from us from time to time (we may do this using an automatic scoring system, which uses the information you have provided, any information we hold about you and information from other agencies, including credit-reference agencies); (c) help run, and contact you about the improved running of, any accounts, services and products we have provided before, or provide now or in the future; (d) carry out marketing analysis and customer profiling (including with transactional information) and create statistical and testing information; (e) help to prevent and detect fraud or loss; and (f) contact you in any way (including mail, e-mail, phone, visit, text or multimedia messages) about products and services offered by us and selected partners. We will only contact you in this way if you have previously shown your consent.
5.2 We may allow other people and organisations to use information we hold about you: to provide services you have asked for; as part of the process of selling one or more of our businesses; if we have been asked to provide information for legal or regulatory purposes; or as part of current or future legal proceedings. From time to time, these other people and organisations may be outside the European Economic Area in countries that do not have the same standards of protection for personal data as the UK.
5.3 We may monitor and record communications with you (including phone conversations and e-mails) for quality assurance and to make sure that we are meeting our legal and regulatory requirements
5.4 We will hold information on your phone use, including the numbers called, date, time, duration and cost of calls, together with information about your location. We will use this information to manage the phone service and provide you with any other services you may ask for. Where you have previously shown your consent, we may use this information to provide you with information about other products and services that we believe will be of value or interest to you. We will keep information for as long as is necessary to provide services you have asked for and until charges for the service cannot be lawfully challenged. We may check your details with one or more licensed credit-reference and fraud-prevention agencies. We and they may keep a record of this search and the payment details from your account, and share it with other organisations. If a person provides false or inaccurate information and we suspect fraud, this is also recorded.
5.5 If you give us information on behalf of someone else, you confirm that you have given them the information set out in this document, and that they have not objected to their personal information being used in the way described in it. If you give us sensitive information about yourself or others (such as health details or details of any criminal convictions of members of your household), you agree (and confirm that the relevant subject of the information has agreed) to us processing this information in the way set out in this document.
5.6 If you are using our Call Recording service, the call recording files will be kept on your behalf in as secure a way as is reasonable but any mis-use of these recordings by any person including but not restricted to the unlawful use of any credit card information that may have been recorded will be solely your responsibility and IST accepts no liability whatsoever for such mis-use.
6.1 You will fully indemnify and hold us harmless against all claims and proceedings arising from your misuse of the Service, whether in breach of this Agreement or otherwise.
7.1 Subject to clause 7.2 below, we: (i) make no warranties, conditions, guarantees or representations as to quality or fitness for a particular purpose of the Services or any other warranties, conditions, guarantees or representations whether express or implied, oral or in writing,
except as expressly stated in this Contract; and (ii) exclude all liability for any damages arising out of your failure to notify us of any fault in any services supplied to you in accordance with clause 2.1.iii) above and/or for the accuracy (or inaccuracy) of any material or other information provided or made available by us or any third party in relation to the Services.
7.2 Nothing in this Agreement excludes either party's liability with respect to death and personal injury resulting from the negligence of that party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit.
7.3 We shall not be liable to the other, either in Contract, tort (including negligence) or otherwise for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any destruction of data.
7.4 We shall not be liable for any non-authorised use of credit card details that may be recorded via the AdMeter Call Recording module. It is your responsibility entirely to ensure that only authorised users can access any such call recordings.
7.5 We shall not be liable for any inappropriate or unsolicited Text messaging that may be sent via the AdMeter system. It is your responsibility to ensure that your use of the messaging module conforms with all current legislation and guidelines regarding sending SMS messages for marketing or other purposes (details can be found at http://www.code.phonepayplus.org.uk/privacy-and-consent-to-charge.html?pp=PCC,CHP,MES,CRF,DDL,PPM,PRS&&i=2.).
8.1 Force Majeure: Neither party will be liable to the other for any breach by it of this Agreement(including failure to deliver the Service), where such failure or breach is due to a reason outside the reasonable control of such party.
8.2 Variation of terms: we may vary these terms and conditions at any time by posting the changes on our website and, where reasonably practicable, giving you prior notice. We will only do this if we have a valid reason, for example to reflect changing arrangements with any Third Party Operator or changing legal, regulatory or business requirements. If any variation of these terms and conditions is likely to cause material detriment to you we will also notify you of the variation via email to your specified contact email address and (ii) you shall have the right to terminate this Contract with immediate effect by giving us written notice. You agree that, if you decide to use the Services after any variation(s) to these terms and conditions have been posted on our website or, in the case of a variation which is likely to cause material detriment, notified to you, you will be bound by the terms and conditions as varied.
8.3 Third party rights: This Agreement does not create any rights under the Contracts (Rights of Third Parties) Act 1999 that are enforceable by any person who is not a party to it but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
8.4 Notices and invoices: Notices given and invoices submitted under this Agreement must be in writing and shall be delivered: (a) in the case of notices and invoices from us to you, by email to the email address provided by you as part of the Application or subsequently notified to us in writing); and (b) in the case of notices from you to us, by writing to us at Internet Software Technology Ltd , 1 Church Street, Warwick, CV34 4AB, by sending us an email to firstname.lastname@example.org (or to such other address as may be notified to you).
8.5 Transfer of rights: You may not assign sub-contract or transfer any of your rights or obligations under this Agreement without our prior written consent. We may assign or transfer our rights and/or obligations to any third party from time to time without your consent.
8.6 Severability: If any part, term or provision of this Agreement is held to be illegal or unenforceable the validity or enforceability of the remainder of this Agreement will not be affected.
8.7 Waiver: If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.
8.8 Law: This Agreement will be governed by and construed and interpreted in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.