1        About

1.1        The Callroute Services are operated by Sipsynergy Limited, a company registered in England and Wales whose registered number is 07613922 and whose registered office is at Wessex House, Upper Market Street, Eastleigh, Hampshire, SO50 9FD (“Sipsynergy“).

2        Interpretation

2.1       The definitions and rules of interpretation in Schedule 1 of these Terms and Conditions apply to these Terms and Conditions.

3        Scope of Services

 3.1        Sipsynergy shall have the right to make any changes to the Services (at its sole discretion) which are necessary to comply with any applicable statutory or regulatory requirement or which do not materially detrimentally affect the nature or quality of the Services or which are necessary to maintain the integrity of the Services.

3.2        The Customer acknowledges and accepts that:

3.2.1       the Service may not provide all features usually provided by a traditional telephone line and that the Service may be interrupted or otherwise affected by events outside Sipsynergy’s control, such as UCaaS platform outage, power disruption, failure of internet service providers or broadband connection. Alternative arrangements are the responsibility of the Customer to mitigate the risk and impact of such events, including for access to the emergency services.

3.2.2       access to the emergency services relies on third party networks for delivery of calls. Sipsynergy shall not be liable for any Customer damages or losses incurred as a result of these third-party providers’ actions, omissions or failures.

3.2.3       where the Customer or any User accesses Emergency Service via the Service:

3.2.3.1      where Sipsynergy is the Carrier only the primary location of the Customer, previously notifed by the Customer to Sipsynergy, will be provided to the Emergency Services and it is the responsibility of the Customer (and any User) to (i) Sipsynergy where their primary location charges and (ii) notify the emergency services of any other relevant location during any call to the emergency services; and

3.2.3.2      the emergency services may not be able to identify the telephone number calling them or hold the line open if the call disconnects or terminates for any reason;

3.3        the Customer may not be able to transfer its telephone numbers to Sipsynergy from another telecommunications provider or, save to the extent required by law or regulation, transfer telephone numbers from Sipsynergy to another provider; and

3.4        Without prejudice to any statutory rights with respect to number portability, no ownership or title of any telephone number shall pass to the Customer under these Terms.

3.5        transferring the Customer’s telephone number to another telecommunications provider will not automatically terminate this Agreement and all Fees payable under this agreement shall continue to be payable.

3.6        that Sipsynergy may suspend (at its sole discretion) the Service from time to time to perform scheduled and unscheduled maintenance on the Service. Sipsynergy shall use reasonable endeavours to notify the Customer of any scheduled maintenance.

3.7        where the service includes call recording of inbound and/or outbound calls it is the responsibility of the Customer to comply with any and all legislation, regulation or rules issued by a competent authority that has jurisdiction over the call(s) in question. The Customer hereby irrevocably indemnifies Sipsynergy against any liability for any costs or claims which may be incurred as a result of any failure for the Customer to comply with any legal, statutory or regulatory requirements, in any relevant jurisdiction, regardless of whether or not they were aware, or made aware by Sipsynergy, of such requirements.

3.8        where Sipsynergy is not the Carrier it is the responsibility of the Customer to ensure any measures to prevent misuse and fraud are implemented as part of the Carrier service connected to the Callroute service. Sipsynergy shall have no liability for any costs or claims relating to fraud or misuse which may be incurred as a result of any failure by the Customer (or its chosen third party carrier) to implement such measures.

3.9        the Customer shall pay all Fees incurred in the use of the Service, including;

3.9.1       usage of the Service which was unauthorised or malicious;

3.9.2       fraud (including, without limitation, toll-fraud, PBX hacking and short-stopping); or

3.9.3       a failure to be paid by a customer of the Customer;
 
3.10     it is the responsibility of the Customer to define a monthly monetary threshold limit for calling charges to mitigate fraud and misuse.

4        Sipsynergy’s Obligations

4.1        Sipsynergy warrants to the Customer that the Services will be provided using reasonable care and skill.

4.2        The undertaking at clause 4.1 of these Terms shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Sipsynergy’s instructions, or modification or alteration of the Services by any party other than Sipsynergy or Sipsynergy’s duly authorised contractors or agents.

4.3        Sipsynergy:

4.3.1       does not warrant that the Customer’s use of the Services will be uninterrupted or error-free or that the Services will meet the Customer’s requirements; or

4.3.2       is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and including those networks and facilities of Sipsynergy’s suppliers, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5        Prohibited uses and conduct

5.1        You may use our Service only for lawful purposes.

5.2        You may not use our Service:

5.2.1       In any way that breaches any applicable local, national or international law or regulation or any code of practice.

5.2.2       In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

5.2.3       In a way that may expose Sipsynergy to criminal liability.

5.2.4       For the purpose of harming or attempting to harm minors in any way.

5.2.5       To bully, insult, intimidate or humiliate any person.

5.2.6      To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

5.2.7       To knowingly transmit any data, send or upload to the Service any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any telecommunications device, computer software or hardware.

5.2.8       To make or send hoax calls or messages;

5.2.9       In a manner which, in our opinion, is likely to have a detrimental effect on the quality of the Service or any other service that we may provide to our customers;

5.3        You must not use the Service in a manner or for a purpose that is outside normal business use. Uses that are outside normal business use are:

5.3.1       Persistent use by or for third parties who are not your employees or workers;

5.3.2       Use by third parties who are not registered as users of the Service;

5.3.3       Frequent changes to telephone numbers registered for use with clients registered with us;

5.3.4       Operating an outbound call centre without prior written consent from Sipsynergy;

5.3.5       Telemarketing without prior written consent from Sipsynergy;

5.3.6       Auto-dialling, predictive dialling or fax/voice blasts without prior written consent from Sipsynergy;

5.3.7       Use without making a live call without prior written consent from Sipsynergy;

5.3.8       Repeated dialling of the same number for the purpose of generating a connection charge;

5.3.9       Excessive call forwarding, transferring or conferencing;

5.3.10    Calling patterns which we reasonably consider are abnormal or outside normal business use;

5.3.11    Other use of the Service which puts an excessive load on the Service or adversely affects the service that we provide to our other customers or which we reasonably consider outside normal business use.

5.4        You also agree:

5.4.1       Not to reproduce, duplicate or copy any part of our Service.

5.4.2       Not to access without authority, interfere with, damage or disrupt any part of our Service, any equipment or network through which our Service is provided, any software used in the provision of our Service or any equipment or network or software owned or used by any third party.

5.4.3       Not to attempt to disable any security features or other technological functionality or features of the Services.

5.4.4       Not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except as expressly agreed in writing by us.

5.5        You agree not to upload, store, transmit or procure the sending of any material that:

5.5.1       Is defamatory of any person.

5.5.2       Is obscene, offensive, hateful or inflammatory.

5.5.3       Includes child sexual abuse material or is sexually explicit.

5.5.4       Promotes violence.

5.5.5       Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

5.5.6       Infringes any copyright, database right or trade mark of any other person.
 
5.5.7       Is likely to deceive any person.

5.5.8       Breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

5.5.9       Promotes any illegal content or activity.

5.5.10    Is in contempt of court.

5.5.11    Is threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.

5.5.12    Is likely to harass, upset, embarrass, alarm or annoy any other person.

5.5.13    Impersonates any person or misrepresents your identity or affiliation with any person.

5.5.14    Gives the impression that the material emanates from us if this is not the case.

5.5.15    Advocates, promotes, incites any party to commit, or assists any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.

5.5.16    Contains a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.

5.6        You must notify us immediately if you become aware of any unauthorised use of our Service.

6        Customer Data

6.1        The Customer acknowledges and agrees that Sipsynergy (and its authorised sub-contractors and suppliers acting on Sipsynergy’s behalf) may process data collected from or received by it in relation to the Customer’s use of the Services and may use such data for research and development purposes including for the purposes of updating and improving the Services generally for all customers of Sipsynergy.

7        Data Protection

7.1        Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

7.2        Sipsynergy’s Privacy Policy sets out information about how Sipsynergy processes personal data as a controller.

7.3        The parties acknowledge that:

7.3.1       if Sipsynergy processes any personal data on the Customer’s behalf when performing its obligations under the Contract, the Customer is the controller and Sipsynergy is the processor for the purposes of the Data Protection Legislation; and

7.3.2       the personal data may be transferred or stored outside the EEA or the country where the Customer and the Users are located in order to carry out the Services and Sipsynergy’s other obligations under the Contract.

7.4        Without prejudice to the generality of clause 7.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Sipsynergy for the duration and purposes of the Contract so that Sipsynergy may lawfully use, process and transfer the personal data in accordance with the Contract on the Customer’s behalf.

7.5        The following clauses apply if and to the extent that Sipsynergy processes personal data on the Customer’s behalf in connection with the performance by Sipsynergy of its obligations under the Contract in which case, in relation to such personal data:
 
7.5.1       Sipsynergy shall process that personal data only on the documented written instructions of the Customer unless Sipsynergy is required by the laws of any member of the European Union or by the laws of the European Union and/or UK applicable to Sipsynergy to process personal data (Applicable Laws). Where Sipsynergy is relying on Applicable Laws as the basis for processing personal data, Sipsynergy shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Sipsynergy from so notifying the Customer;

7.5.2       Sipsynergy shall not transfer any personal data outside of the European Economic Area and the UK unless the following conditions are fulfilled:

7.5.2.1      Sipsynergy shall not transfer any personal data outside of the European Economic Area and the UK unless the following conditions are fulfilled:

7.5.2.2      the data subject has enforceable rights and effective legal remedies;

7.5.2.3      Sipsynergy complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

7.5.2.4      Sipsynergy complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

7.5.3       Sipsynergy shall assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

7.5.4       Sipsynergy shall notify the Customer without undue delay on becoming aware of a personal data breach;

7.5.5       at the written direction of the Customer and the Customer’s cost, Sipsynergy shall delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and

7.5.6       Sipsynergy shall maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and immediately inform the Company if, in the opinion of Sipsynergy, an instruction infringes the Data Protection Legislation.

7.5.7       Sipsynergy may appoint sub-processors of personal data. Sipsynergy will notify the Customer if it intends to change such sub-processors (which notice may be given by way of a general notice or other communication via the Site (Change Notice). The Customer is deemed to have accepted the change unless it notifies any objection to Sipsynergy within 5 days of receipt of a Change Notice (Objection). At any time following receipt of an Objection, if no alternative arrangement can be agreed Sipsynergy may either not appoint the sub-contractor or may by giving notice to the Customer suspend or terminate that part of the Service that is affected by the Change Notice without liability to the Customer. As between the Customer and Sipsynergy, Sipsynergy shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 7.
 
7.6        Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

8        Intellectual Property Rights

8.1        The Customer acknowledges and agrees that Sipsynergy and/or its licensors own all Intellectual Property Rights in the Service and the Documentation.

9        Limitation of Liability:

9.1        Nothing in these Terms shall limit or exclude Sipsynergy’s liability for:

9.1.1       death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;

9.1.2       fraud or fraudulent misrepresentation; and

9.1.3       reach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2        Subject to clause 9.1:

9.2.1       Sipsynergy shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: loss of profit; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss use or corruption of software, data or information; or any indirect or consequential loss arising under or in connection with the Contract.

9.2.2       Sipsynergy’s total liability to the Customer in respect of any individual claim arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to a sum equal to the aggregate Fees paid by the Customer in accordance with the Contract during the six months preceding the date acknowledged by the Customer as being the date of the claim (such acknowledgement not to be unreasonably withheld).

9.2.3       Sipsynergy’s total liability to the Customer in respect of all claims arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the aggregate fee paid by the Customer in accordance with the Contract or (where the Contract operates for more than 12 months) the Fees shall be deemed to be the average sum paid to Sipsynergy in a 12 month period of the Contract.

9.2.4       All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
 
9.3        This clause 9 shall survive termination of the Contract.

10      Confidentiality

 10.1        Each party undertakes that it shall keep the confidential information of the other party confidential and shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause

10.2        Each party may disclose the other party’s confidential information:

10.2.1       to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and

10.2.2       as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3        No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

10.4        The parties agree that Sipsynergy may make a public announcement, communication or circular (announcement) concerning the fact that the Customer is a customer of Sipsynergy and that Sipsynergy has entered into the Contract with the Customer.

10.5        Neither party shall be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.

10.6        The above provisions of this clause 10 shall survive termination of the Contract, however arising.

11      Suspension

11.1        Without affecting any other right or remedy available to it, Sipsynergy may, in its sole discretion, disable the Customer’s or any User’s access to the Services and/or restrict or block any traffic to or from the Customer immediately and without liability to the Customer if:

11.1.1       Sipsynergy reasonably believes that the Customer or any User is in breach of the Terms ;

11.1.2       if the Customer or any User use of the Service presents a security risk to any other person;

11.1.3       if Sipsynergy reasonably believes that suspending the Service is necessary in order to protect the Service, Sipsynergy, or any user of Sipsynergy’s Callroute service; or

11.1.4       if required to do so by any order or request of government or other competent authority or if required by law or regulation;

11.1.5   if the Customer fails to make any payment required to the Reseller or Sipsynergy relating to the fees due for the provision of the Service

12      General

12.1        No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.2        Except for the Customer’s obligation to make payment, neither party shall be in breach of the Contract or liable for delay in performing or failure to perform any of its obligations under these Terms if such delay or failure results from events, causes or circumstances beyond its reasonable control.

12.3        No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.4        Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or bind the other in any way.

12.5     These terms shall be governed by the laws of England and the Parties hereby irrevocably submit to the jurisdiction of the English courts.

Schedule 1

DEFINITIONS AND INTERPRETATIONS

1. The definitions and rules of interpretation in apply in these Terms.

Carrier
The PSTN (Public Switched Telephone Network) provider used to transport the phone calls in and out of the Callroute service.

Contract
The acceptance of this agreement where the term is defined as the period whereby the Customer is using the Portal

Customer
The person or company who purchases the Services from Sipsynergy, regardless as to whether the purchase of the Services is for their own use or for resale.

Customer Data
The data inputted or transferred by the Customer, Users, or Sipsynergy on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Data Protection Legislation
All applicable data protection and privacy legislation in force from time to time in the UK including the GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.

Documentation
The documentation that may be made available to the Customer by Sipsynergy online via the Site or such other web address notified by Sipsynergy to the Customer from time to time which sets out a description of the Services, any limitations of the Services and the user instructions for the Services.

Intellectual Property Rights
Patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Outside Normal Business Use
Persistent use by or for third parties who are not employees of the Customer; use by third parties who are not registered Callroute users; frequent changes to telephone numbers registered for use with clients registered with Sipsynergy; operating an outbound call centre; telemarketing; auto-dialling or fax/voice blasts; use without making a live call; unique numbers called; different numbers called; excessive call forwarding, transferring or conferencing; other use of the Service which puts an excessive load on the Callroute service or adversely affects the service that Sipsynergy provides to its other customers or which Sipsynergy reasonably considers outside normal business use.

Portal
The Sipsynergy customer portal at www.callroute.io.

Rate Card
The tariff of Charges published by Sipsynergy from time to time and available on written request to Sipsynergy.

Services
The Callroute services provided by Sipsynergy to the Customer.

Site
The Sipsynergy website www.callroute.com

Terms
These Terms and Conditions , including any Schedules, addenda or variations thereof executed in accordance with these Terms and Conditions.

Third Party Services
Any hosted or other services provided by third parties which are to be provided to the Customer by Sipsynergy as part of the Services.

UCaaS
Unifed Communications as a Service platform, such as Microsoft Teams or Webex Calling.

Users
Those employees or agents or Customers of the Customer who are authorised by the Customer to use the Services and the Documentation