Free Trial Terms & Conditions

1. Parties

1.1        SIPSYNERGY LIMITED, an English company with its registered office at 17 East Links Tollgate, Chandler’s Ford, Eastleigh, Hampshire, SO53 3TG, England (company no. 07613922) (“Sipsynergy”).

1.2        The COMPANY or INDIVIDUAL, the details of which have been provided to Sipsynergy of the company or individual looking to trial the Callroute Service(“Customer”).

Hereinafter referred to collectively as “Parties” and individually as “Party”.

2. Interpretation

2.1        In this Agreement, unless the context requires otherwise:

2.1.1         the words have the meanings set out in the specific clauses, and in Clause 23 below;

2.1.2         a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns, and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction, or other re-organisation involving that person.

2.1.3         the headings to the paragraphs to the Agreement are inserted for convenience only and do not affect the interpretation.

2.1.4         any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.

2.1.5         a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.

3. Introduction

3.1        Sipsynergy is a supplier of hosted telephony calling and management services, including the Callroute Service.

3.2        Customer desires to evaluate the Callroute Service (the “Service” or “Services”) for a 14-day trial period (or such longer trial period as Customer may request and Sipsynergy may agree to) and has agreed to do so in accordance with the provisions of this Sipsynergy Trial Agreement (“Sipsynergy Trial Agreement” or “Agreement”).

3.3        Customer has requested the trial of the Services, and by creating a password to access the Services the individual so doing has confirmed they are authorised .

4. Basis Of Service Use

4.2        Any additional Users who access or use the Services during the Trial Period shall be bound by the terms of this Agreement as if they were the Customer. The Customer shall ensure that all Users are aware of and comply with the terms of this Agreement. The Customer shall be responsible and liable for all acts and omissions of its Users as if they were the acts and omissions of the Customer itself.

4.3        The Services are provided on a free and unpaid trial basis without obligation or liability on the part of Sipsynergy, and subject to any limitations and constraints as Sipsynergy may specify from time to time (including limits on maximum call duration and destinations that may be called). Sipsynergy 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. Sipsynergy 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.

4.4        The Customer acknowledges and accepts that:

4.4.1         the Service may not provide all features usually provided by a traditional telephone line;

4.4.2         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;

4.4.3         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; where the Customer or any User accesses emergency service via the Service, where Sipsynergy is the Carrier only the primary location of the Customer (previously notified 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) notify Sipsynergy where their primary location changes and (ii) notify the emergency services of any other relevant location during any call to the emergency services; and 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.

4.5        Sipsynergy may suspend (at its sole discretion) the Service from time to time for any reason, including to perform scheduled and unscheduled maintenance on the Service.

4.6        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.

4.7        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.

5. Ownership Of Documents And Code

5.1        Sipsynergy will retain ownership in all documents, source code, keyword lists, and other assets employed or created for Customer during the execution of the Agreement. Customer will only receive the output formats of Sipsynergy’s work where applicable. The output is to be used only within the scope of the Agreement.

6. Customer Responsibilities

6.1        The Customer shall:

6.1.1         cooperate with Sipsynergy in all matters relating to the Agreement;

6.1.2         provide Sipsynergy with continuous access to any required third party services, for example Microsoft Teams;

6.1.4         obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Sipsynergy to provide the Services.

6.2        The Customer may use the Services only for lawful purposes.

6.3        The Customer may not use the Services:

6.3.1         in any way that breaches any applicable local, national or international law or regulation or any code of practice;

6.3.2         in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;

6.3.3         in a way that may expose Sipsynergy to criminal liability;

6.3.4         for the purpose of harming or attempting to harm minors in any way;

6.3.5         to bully, insult, intimidate or humiliate any person;

6.3.6         to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

6.3.7         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;

6.3.8         to make or send hoax calls or messages;

6.3.9         in a manner which, in Sipsynergy’s opinion (in its sole discretion), is likely to have a detrimental effect on the quality of the Services or any other service that Sipsynergy may provide to its customers.

6.4        The Customer 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:

6.4.1         persistent use by or for third parties who are not the Customer’s employees or workers;

6.4.2         use by third parties who are not registered as Users of the Service;

6.4.3         repeated dialling of the same number for the purpose of generating a connection charge;

6.4.4         calling patterns which Sipsynergy considers are abnormal or outside normal business use;

6.4.5         other use of the Service which puts an excessive load on the Service or adversely affects the service that Sipsynergy provides to its other customers or which it reasonably considers outside normal business use.

6.5        The Customer agrees:

6.5.1         not to reproduce, duplicate or copy any part of the Services;

6.5.2         not to access without authority, interfere with, damage or disrupt any part of the Services, any equipment or network through which the Services are provided, any software used in the provision of the Services or any equipment or network or software owned or used by any third party;

6.5.3         not to attempt to disable any security features or other technological functionality or features of the Services.

6.5.4         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 Sipsynergy.

6.6        The Customer must notify Sipsynergy immediately if it becomes aware of any unauthorised use of the Services.

7. Warranties

7.1        Each party warrants that it has the power to enter into the Agreement and has obtained all necessary approvals to do so.

7.2        Sipsynergy undertakes and warrants that it shall act in accordance with all applicable laws and regulations.

7.3        The Customer undertakes and warrants that:

7.3.1         it shall supply all necessary access to third party services, and all materials and literature, as reasonably required by Sipsynergy to perform its duties under this Agreement;

7.3.2         it shall act in accordance with all applicable laws and regulations;

7.3.3         it shall not do anything to infringe or damage Sipsynergy’s trademarks or service marks.

8. Data Protection

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

8.2        The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Sipsynergy is the data processor (where Data Controller and Data Processor have the meanings as defined in the UK Data Protection Legislation).

8.3        Without prejudice to the generality of Clause 8.1, 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 this Agreement as set out in the UK Data Protection Legislation.

8.4        Without prejudice to the generality of Clause 8.1, Sipsynergy shall, in relation to any Personal Data processed in connection with the performance by Sipsynergy of its obligations under this Agreement:

8.4.1         process that Personal Data only on the written instructions of the Customer, unless Sipsynergy is required by the laws of another territory applicable to Sipsynergy under a treaty with the UK to process (Applicable Laws). Where Sipsynergy is bound under Applicable Laws for processing Personal Data, including any transfer of Personal Data outside the UK, the Customer shall promptly notify Sipsynergy of this before Sipsynergy performs the processing required under this Agreement including under the Applicable Laws (unless those Applicable Laws prohibit the Customer from so notifying Sipsynergy);

8.4.2         not transfer any Personal Data outside of the United Kingdom unless the following conditions are fulfilled:

8.4.2.1       the Customer and/or Sipsynergy has provided appropriate safeguards in relation to the transfer;

8.4.2.2       the Data Subject has enforceable rights and effective legal remedies;

8.4.2.3       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

8.4.2.4       Sipsynergy complies with reasonable instructions or Applicable Laws notified to it in advance by the Customer with respect to the processing of the Personal Data.

8.4.3         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;

8.4.4         notify the Customer without undue delay on becoming aware of a Personal Data breach;

8.4.5         at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by UK Data Protection Legislation to store the Personal Data; and

8.4.6         maintain complete and accurate records and information to demonstrate its compliance with this Clause 8.

8.5        Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing or transfer 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 unlawful transfer, 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).

8.6        The Customer consents to Sipsynergy appointing third-party processors of Personal Data under this Agreement. Sipsynergy confirms that it will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Agreement.

8.7        In the event of any loss or damage to Personal Data, the Customer’s sole and exclusive remedy against Sipsynergy will be for Sipsynergy to use reasonable commercial endeavours to restore the lost or damaged Personal Data from the latest back-up of such Personal Data maintained by Sipsynergy. Sipsynergy will not be responsible for any loss, destruction, alteration or disclosure of Personal Data caused by any third party.

8.8        Sipsynergy may, at any time on not less than 30 days’ notice, revise this Data Protection clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment as an Annex to this Agreement).

9. Confidentiality

9.1        The parties are aware that in the course of the performance of the Services they will each have access to and be entrusted with Confidential Information of the other. Accordingly, they undertake in respect of Confidential Information of the other of them, that both during and after the term of this Agreement, they will:

9.1.1         except as provided in this Agreement, not divulge to any person whatever, or otherwise, make use of (and will use its best endeavours to prevent the publication or disclosure of) any trade secret or Confidential Information;

9.1.2         not use the Confidential Information in any way for itself or any other person, except in a way that is authorised by this Agreement or by the proper authority of the other of them;

9.1.3         not store, copy, or use the Confidential Information in any place or in any electronic form which may be accessible to any other person;

9.1.4         keep all records of the Confidential Information in all media separate from other records;

9.1.5         make all relevant employees, agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as from time to time may be necessary to ensure compliance by those people with these provisions.

9.2        Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10. Intellectual Property

10.2     The trademarks shall not be used in any manner liable to invalidate their registration, detrimentally affect the Customer’s brand and Sipsynergy shall not permit them to be used by third parties.

10.3     This Agreement does not convey or transfer to Sipsynergy any ownership or interest in any trademarks or Intellectual Property owned by the Customer.

10.4     On expiry of this Agreement, all licences referred to in this Clause 10 shall expire and Sipsynergy agrees to immediately cease use of all of the Customer’s trademarks and Intellectual Property.

10.5     All Intellectual Property rights and all other rights relating to this Agreement shall be owned by Sipsynergy. Sipsynergy hereby licenses all such rights to the Customer free of charge and on a non-exclusive, non-transferable, and worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Services as is envisaged by the parties. The Customer acknowledges that the Customer’s use of rights in pre-existing Materials is conditional on Sipsynergy obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle Sipsynergy to license such rights to the Customer.

11. Limitation Of Liability

11.1     The following provisions set out the entire financial liability of Sipsynergy (including without limitation any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Customer in respect of:

11.1.1       any breach of the Agreement howsoever arising;

11.1.2       any use made by the Customer of the Services, or any part of them; and

11.1.3       any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Agreement.

11.2     All warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

11.3     Nothing in this Agreement excludes the liability of Sipsynergy:

11.3.1       for death or personal injury caused by Sipsynergy’s negligence; or

11.3.2       for fraud or fraudulent misrepresentation.

11.4     Subject to clause 11.2 and clause 11.3, Sipsynergy shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

11.4.1       loss of profits; or

11.4.2       loss of business; or

11.4.3       depletion of goodwill or similar losses; or

11.4.4       loss of anticipated savings; or

11.4.5       loss of goods; or

11.4.6       loss of contract; or

11.4.7       loss of use; or

11.4.8       loss or corruption of data or information; or

11.4.9       any special, indirect, consequential, or pure economic loss, costs, damages, charges, or expenses.

11.5     The Services are provided on a no-obligation trial basis and on an ‘as is’ basis. To the fullest extent permitted by law, Sipsynergy excludes all liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement.

11.6     If Sipsynergy’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Sipsynergy shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

11.7     If Customer configures the Services so that the Service performance is impacted or prevented, Sipsynergy shall not be liable.

12. Suspension

12.1     The Services may be suspended by Sipsynergy at any time, and for any reason (in Sipsynergy’s absolute discretion), without liability to Sipsynergy.

13. Termination

be terminated at any time, and for any reason (in Sipsynergy’s absolute discretion) immediately on notice, by Sipsynergy to the Customer, without liability to Sipsynergy.

13.2     In the event that the Customer then agrees to take a paid version of the Callroute Service, or any other service provided by Sipsynergy, those services will be covered by new agreements specific to those services, and if they have not already terminated, this Agreement and the trial will terminate.

14. Independent Contractor

14.1     Sipsynergy is not a partner, agent, or employee of the Customer and does not have the authority to enter into any commitment on behalf of the Customer.

14.2     Nothing in this Agreement shall be construed to create a joint venture, agency, or partnership between the parties.

15. Non-Solicitation

15.1     The Customer shall not, without the prior written consent of Sipsynergy, at any time from the date of this Agreement to the expiry of 12 months after the termination of this Agreement, solicit or entice away from Sipsynergy or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of Sipsynergy in the provision of the Services.

16. Entire Agreement

16.1     This Agreement will constitute the entire agreement between the parties (relating to the subject matter set out in the Agreement) and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral.

16.2     Each party acknowledges that in entering into this Agreement, it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.

16.3     Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

17. Assignment

17.1     Neither party may assign, delegate, sub-contract, mortgage, charge, or otherwise transfer any or all of its rights and obligations under this Agreement.

18. Force Majeure

18.1     Sipsynergy shall not in any circumstances have any liability to the Customer under the Agreement if it is prevented from, or delayed in, performing its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Sipsynergy or any other party), failure of a utility service or transport network, the act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

19. Waiver

19.1     No failure or delay by a party to exercise any right or remedy provided under this Agreement 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.

20. General

20.1     No amendment or variation to this Agreement is valid unless in writing, signed by each of the parties.

20.2     If any term or provision of this Agreement is at any time held by any jurisdiction to be void, invalid, or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

20.3     The rights and obligations of the parties set out in this Agreement shall pass to any permitted successor in title.

20.4     Any obligation in this Agreement intended to continue to have effect after termination or completion shall so continue.

20.5     The parties agree that electronic communications satisfy any legal requirement that such communications be in writing.

20.6     Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail. It shall be deemed to have been delivered:

20.6.1       if delivered by hand: on the day of delivery;

20.6.2       if sent by post to the correct address: within 48 hours of posting;

20.6.3       if sent by e-mail to the address from which the receiving party has last sent an e-mail: within 24 hours if no notice of non-receipt has been received by the sender.

20.7     In the event of a dispute between the parties to this Agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

20.8     This Agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

21. Governing Law

21.1     This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

22. Jurisdiction

22.1     Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

23. Definitions

The following terms are defined as follows:

23.1     Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

23.2     Callroute Service: 1: a cloud-native PSTN calling service that interconnects UCaaS services such as Microsoft Teams and traditional enterprise voice environments to the PSTN and 2: a Microsoft Teams user and phone number management service with automated provisioning capabilities.

23.3     Confidential Information: all information about the parties, including any information which may give a commercially competitive advantage to any other person. It does not include information that it is reasonably necessary to disclose to a customer or other person in the usual course of business so far as that information is disclosed in those circumstances. It does include amongst other things:

23.3.1       information about staff, their performance, and their personal contact information,

23.3.2       data or information relating to suppliers, product plans, marketing strategies, finance, performance, operations, customer relationships, customer profiles, sales estimates, business plans;

23.3.3       information about the Intellectual Property, Know-how and all aspects of the technology of a party;

23.3.4       information created or arising from this Agreement;

23.3.5       information owned by a third party and in respect of which a party has an obligation of non-disclosure;

23.3.6       information, comment, or implication published on any social medium.

23.4     Data Protection Legislation: all data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 (DPA 2018); the UK GDPR (which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018); the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications) and to the extent the EU GDPR (General Data Protection Regulation (EU) 2016/679) (or any member state of the EU to which the Customer is subject) applies.

23.5     Intellectual Property: intellectual property of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, moral rights, together with all rights which are derived from those rights.

23.6     Know-how: scientific or technical information, systems, testing procedures, and management methods, and other procedures and ways of working and organising which are not capable of protection as copyright.

23.7     Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

23.8     Personal Data: has the meaning given to it in the Data Protection Legislation.

23.9     Service or Services: the trial Callroute Service.

23.10  User/s: any individual user using the Services for or on behalf of Customer, or authorised by the Customer.