Service Terms & Conditions

1. Definitions And Interpretation

1.1      In a Sipsynergy Customer Agreement (“Sipsynergy Customer Agreement”), and any Sipsynergy Order Form signed in accordance with it, the words have the meanings set out in the Glossary in Annex 1 to these Sipsynergy Conditions.

1.2      In a Sipsynergy Customer Agreement, unless the context otherwise requires:

1.3      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.

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

1.5      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.

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

1.7      where applicable in the UK, all money sums mentioned in this agreement are calculated net of VAT, which will be charged when payment is due.

2. Services And Service Delivery

2.1      Sipsynergy will deliver Services to the Customer and its Users as specified in the applicable Sipsynergy Order Form.

2.2      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.

2.3      Sipsynergy:

2.3.1     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;

2.3.2     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.

2.4      The Customer acknowledges and accepts that:

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

2.4.2     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;

2.4.3     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;

2.4.4     where the Customer or any User accesses emergency service via the Service:

                                        i.       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

                                      ii.       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;

2.4.5     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

2.5      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 the Sipsynergy Customer Agreement.

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

2.7      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.

2.8      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.

2.9      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.

2.10   The Customer shall pay all Charges incurred in the use of the Service, including:

2.10.1  usage of the Service which was unauthorised or malicious;

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

2.10.3  a failure to be paid by a customer of the Customer;

2.11   It is the responsibility of the Customer to define a monthly monetary threshold limit for calling charges to mitigate fraud and misuse.

3. Ownership Of Documents And Code

Sipsynergy will retain ownership in all documents, source code, keyword lists, and other assets employed or created for Customer during the execution of the Sipsynergy Customer 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 Sipsynergy Customer Agreement. Customer shall retain all of its Intellectual Property rights in any text, images, or other components it owns and delivers to Sipsynergy for use in the online marketing services rendered under the Sipsynergy Customer Agreement.

4. Customer Responsibilities

4.1      The Customer acknowledges that Sipsynergy’s ability to provide the Services in accordance with the Sipsynergy Customer Agreement is entirely dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), the assumptions and dependencies set out in the Sipsynergy Customer Agreement (including any Sipsynergy Order Form), as well as the accuracy and completeness of information provided by third parties, and any information and data the Customer provides to Sipsynergy.

4.2      The Customer shall:

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

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

4.2.3     provide to Sipsynergy in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required under this agreement or otherwise reasonably required by the Supplier in connection with the Sipsynergy Customer Agreement and ensure that they are accurate and complete.

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

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

4.4      The Customer may not use the Services:

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

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

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

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

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

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

4.4.7     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;

4.4.8     to make or send hoax calls or messages;

4.4.9     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.

4.5      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:

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

4.5.2     use by third parties who are not registered as users of the Service;

4.5.3     frequent changes to telephone numbers registered for use with Customers registered with Sipsynergy;

4.5.4     operating an outbound call centre without prior written consent from Sipsynergy;

4.5.5     telemarketing without prior written consent from Sipsynergy;

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

4.5.7     use without making a live call without prior written consent from Sipsynergy;

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

4.5.9     excessive call forwarding, transferring or conferencing;

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

4.5.11  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.

4.6      The Customer agrees:

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

4.6.2     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;

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

4.6.4     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.

4.7      The Customer agrees not to upload, store, transmit or procure the sending of any material that:

4.7.1     is defamatory of any person.

4.7.2     is obscene, offensive, hateful or inflammatory.

4.7.3     includes child sexual abuse material or is sexually explicit.

4.7.4     promotes violence.

4.7.5     promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

4.7.6     infringes any copyright, database right or trademark of any other person.

4.7.7     is likely to deceive any person.

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

4.7.9     promotes any illegal content or activity.

4.7.10  is in contempt of court.

4.7.11  is threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.

4.7.12  is likely to harass, upset, embarrass, alarm or annoy any other person.

4.7.13  impersonates any person or misrepresents your identity or affiliation with any person.

4.7.14  gives the impression that the material emanates from Sipsynergy if this is not the case.

4.7.15  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.

4.7.16  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.

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

5. Support

Sipsynergy will, as part of the Services, provide the Customer with the Sipsynergy’s standard customer support services during Normal Business Hours in accordance with Sipsynergy’s support services policy in effect at the time that the Services are provided. Sipsynergy may amend the support services policy in its sole and absolute discretion from time to time.

6. Warranties

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

6.2      Sipsynergy undertakes and warrants that:

6.2.1     the Services will be provided using reasonable care and skill;

6.2.2     it shall act in accordance with all Applicable Laws and regulations.

6.3      The Customer undertakes and warrants that:

6.3.1     it is the lawful owner or licensee of the Intellectual Property used in relation to the Sipsynergy Customer Agreement;

6.3.2     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;

6.3.3     it shall act in accordance with all Applicable Laws and regulations;

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

7. Charges, Fees, And Payment

7.1      The Customer will pay all Charges and/or Fees specified in the Sipsynergy Customer Agreement, including the Sipsynergy Order Form(s).

7.2      Sipsynergy reserves the right to increase Charges in accordance with the terms set out in the Sipsynergy Order Form.

7.3      Customer will pay the Fees in accordance with the requirements, and to the timing, specified in the Sipsynergy Order Form.

7.4      Sipsynergy may charge for any reasonable costs incurred as a result of any delay caused by the Customer or any circumstance controlled by the Customer.

7.5      Without prejudice to any other right or remedy that Sipsynergy may have if the Customer fails to pay Sipsynergy on the due date Sipsynergy may, without liability to the Customer:

7.5.1     charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made in full, whether before or after judgment; and

7.5.2     disable a User’s password, account and access to all or part of the Services while the invoice(s) concerned remain unpaid; and

7.5.3     suspend all Services to the Customer until payment has been made in full.

7.6      Time for payment shall be of the essence.

7.7      All payments payable to Sipsynergy under the Sipsynergy Customer Agreement shall become due and payable immediately on termination of the Sipsynergy Customer Agreement, despite any other provision, and for the avoidance of doubt all agreed work in the Sipsynergy Order Form (or as otherwise agreed in writing) becomes due and payable in full immediately on termination, whether completed or not. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Sipsynergy Customer Agreement.

7.8      All amounts due under this Sipsynergy Customer Agreement shall be paid by the Customer to Sipsynergy in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law). Sipsynergy may, without prejudice to any other rights it may have, set off any liability of the Customer to Sipsynergy against any liability of Sipsynergy to the Customer.

7.9      Charges relating to payment in a currency other than pounds Sterling will, if such method of payment is agreed to by Sipsynergy, be borne by the Customer.

7.10   If the Customer wishes to dispute any invoice or part of an invoice for any reason, including performance, the Customer shall, at least seven (7) days from the receipt of the invoice, contact Sipsynergy in writing setting out the nature of its dispute including:

7.10.1  the date and number of the disputed invoice;

7.10.2  the amount in dispute;

7.10.3  the reason for the dispute; and

7.10.4  supporting documentation, as appropriate.

7.11   If an invoice is not disputed as above then it will be deemed accepted by the Customer and the Customer accepts its obligations to pay Sipsynergy the full amount due and on the invoice due date.

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 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 Sipsynergy Customer Agreement as set out in the 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 Sipsynergy Customer 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:

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

                                      ii.       the data subject has enforceable rights and effective legal remedies;

                                     iii.       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

                                      iv.       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 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 Sipsynergy Customer Agreement, they will:

9.1.1     except as provided in this Sipsynergy Customer 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 Sipsynergy Customer 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

10.1   The Customer grants to Sipsynergy a non-exclusive, royalty-free licence to use its trademarks and other Intellectual Property for the purposes of performance of the Services or as expressed in writing by Sipsynergy subject to the restrictions in clause 10.2.

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 Sipsynergy Customer 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 Sipsynergy Customer 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 Sipsynergy Customer 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 Sipsynergy Customer 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 Sipsynergy Customer 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 Sipsynergy Customer Agreement.

11.3   Nothing in these conditions 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:

11.4.1  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:

            i.      loss of profits; or

            ii.      loss of business; or

            iii.      depletion of goodwill or similar losses; or

            iv.      loss of anticipated savings; or

            v.       loss of goods; or

            vi.      loss of contract; or

            vii.      loss of use; or

            viii.     loss or corruption of data or information; or

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

11.4.2  Sipsynergy’s total 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 the Sipsynergy Customer Agreement shall be limited to the Charges paid for the Services in the preceding 12 month period.

11.4.3  If Sipsynergy’s performance of its obligations under this Sipsynergy Customer 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.

11.4.4  If Customer configures the Services (including, without limitation, the auto-provision features of the Orto Services) so that the Service performance is impacted or prevented, Sipsynergy shall not be liable.

12. Suspension

12.1   Without affecting any other right or remedy available to it, Sipsynergy may, in its sole discretion, disable the Customer’s and/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:

12.1.1  Sipsynergy reasonably believes that the Customer or any User is in breach of the Sipsynergy Customer Agreement;

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

12.1.3  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

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

12.1.5  if the Customer fails to make any payment required to the reseller or Sipsynergy relating to the Charges due for the provision of the Service.

13. Duration and termination

13.1   The Sipsynergy Customer Agreement shall commence on the Commencement Date and shall, unless terminated in accordance with the clause 13.2, continue for the Term.

13.2   Without affecting any other right or remedy available to it, either party may terminate this Sipsynergy Customer Agreement with immediate effect by giving written notice to the other party if:

13.2.1  the other party fails to pay any amount due under this Sipsynergy Customer Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

13.2.2  the other party commits a material breach of any term of this Sipsynergy Customer Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;

13.2.3  the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

13.2.4  the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

13.2.5  the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

13.2.6  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;

13.2.7  an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

13.2.8  the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

13.2.9  a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

13.2.10             a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

13.2.11             any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.3 to clause 13.2.8 (inclusive);

13.2.12             the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.3   Upon termination of this Sipsynergy Customer Agreement for whatever reason:

13.3.1  the Customer shall immediately pay to Sipsynergy all of Sipsynergy’s outstanding unpaid invoices and interest and in respect of Services supplied but for which no invoice has been submitted, Sipsynergy may submit an invoice, which shall be immediately payable by the Customer on receipt;

13.3.2  where a Minimum Term has been agreed, Sipsynergy may submit an invoice in respect of Services yet to be supplied during that Minimum Term, which shall be immediately payable by the Customer on receipt;

13.3.3  the Customer shall at the request of Sipsynergy return all of Sipsynergy’s materials;

13.3.4  Sipsynergy shall at the request of the Customer promptly return all documentation in the possession or control of Sipsynergy relating to the products or business activities and affairs of the Customer.

13.3.5  the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination;

13.3.6  clauses which expressly or by implication have effect after termination shall continue in full force and effect, including the following clauses: clause 9 (confidentiality), clause 10 (intellectual property rights), clause 11 (limitation of liability), clause 15 (non-solicitation), clause 22 (governing law) and clause 23 (jurisdiction).

14. Independent Contractor

14.1   Sipsynergy is an independent contractor. Sipsynergy will be fully responsible for payment of its own taxes on all Fees paid under this Sipsynergy Customer Agreement. The Customer will not withhold or pay any income tax, social security tax, or any other taxes of any kind on Sipsynergy’s behalf.

14.2   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.

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

15. Non-Solicitation

The Customer shall not, without the prior written consent of Sipsynergy, at any time from the date of this Sipsynergy Customer Agreement to the expiry of 12 months after the termination of this Sipsynergy Customer 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 Sipsynergy Customer Agreement, including the Sipsynergy Order Form and Sipsynergy Conditions, will constitute the entire agreement between the parties (relating to the subject matter set out in the Sipsynergy Customer 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 Sipsynergy Customer Agreement, it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Sipsynergy Customer Agreement.

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

16.4   In the event of any conflict between the terms of the Sipsynergy Conditions, and the Sipsynergy Order Form, the terms of the Sipsynergy Order Form shall prevail.

17. Assignment of this Sipsynergy Customer Agreement

Neither party may assign, delegate, sub-contract, mortgage, charge, or otherwise transfer any or all of its rights and obligations under this Sipsynergy Customer Agreement without the prior written consent of the other party, except that a party may assign and transfer all its rights and obligations under this Sipsynergy Customer Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this Sipsynergy Customer Agreement.

18. Force Majeure

Sipsynergy shall not in any circumstances have any liability to the Customer under the Sipsynergy Customer Agreement if it is prevented from, or delayed in, performing its obligations under the Sipsynergy Customer 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. Use of Material for Promotional Purposes.

Customer grants Sipsynergy the right to list, reference, or otherwise identify Customer as a Customer of Sipsynergy in Sipsynergy’s advertising and marketing materials. The Customer also grants the right for Sipsynergy to produce case studies and press releases relating to the work carried out in a Sipsynergy Order Form.

20. Waiver

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

21. General

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

21.2   If any term or provision of this Sipsynergy Customer 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.

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

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

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

21.6   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:

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

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

21.6.3  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.

21.7   In the event of a dispute between the parties to this Sipsynergy Customer 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.

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

21.9   Each party shall bear its own legal and other costs and expenses arising in connection with the negotiation and drafting of this Sipsynergy Customer Agreement.

21.10               This Sipsynergy Customer Agreement may be executed in multiple counterparts each of which shall be considered an original and all or anyone of which constitutes one and the same instrument.

22. Governing law

22.1   This Sipsynergy Customer 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.

23. Jurisdiction

23.1   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 Sipsynergy Customer Agreement or its subject matter or formation (including non-contractual disputes or claims).

GLOSSARY ANNEX 1:

DEFINITIONS to the SIPSYNERGY CONDITIONS

Sipsynergy Customer Agreement: the Sipsynergy Customer Service Agreement made up of the Sipsynergy Order Form(s), including any Special Terms therein, together with any annexes, the Sipsynergy Conditions and any Sipsynergy Order Form to which these Sipsynergy Conditions are attached (or which has been otherwise agreed between the parties), which together form the Sipsynergy Customer Agreement between Sipsynergy and Customer for the provision of the Services.

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

Callroute Service: a cloud-native PSTN calling service that interconnects UCaaS services such as Microsoft Teams and traditional enterprise voice environments to the PSTN.

Charges or Fee(s): all monies payable by the Customer to Sipsynergy, including for Services, in accordance with this Sipsynergy Customer Agreement, as set out in the Sipsynergy Order Form.

Commencement Date: as set out in the Sipsynergy Order Form.

Sipsynergy Conditions: these terms and conditions.

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:

                      i.           information about staff, their performance, and their personal contact information,

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

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

                   iv.           information created or arising from this agreement;

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

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

Customer: the person or firm who purchases Services from Sipsynergy as set out in the Sipsynergy Order Form.

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.

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.

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.

Minimum Term: the minimum Term before the Customer is entitled to terminate the Services, as specified in the Sipsynergy Order Form.

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

Orto Service: a cloud-native service to manage Microsoft Teams users’ policies and telephony-related elements such as phone numbers.

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

Quotation: being the quote provided to the Customer by Sipsynergy that is approved prior to the Sipsynergy Order Form.

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

Services: the Callroute Service and/or Orto Service and/or other related hosted telephony calling and management services, as specified in a Sipsynergy Order Form.

Sipsynergy: Sipsynergy Limited registered in England and Wales with company number 07613922

Sipsynergy Order Form: as agreed and signed by the parties (not just the Quotation) including any Special Terms.

SIP Channel: means a SIP voice channel that connects a 3rd party environment such as a Microsoft Teams, Cisco Webex Calling, other external cloud services provider, SIP   PBX or Contact Centre to Callroute. Each Callroute SIP channel supports a call concurrency of 1.

Special Terms: any special terms agreed by the parties as part of the Sipsynergy Customer Agreement that amend and override the Sipsynergy Conditions, as written and signed by both parties in the Order Form.

Renewal Period: as defined in the Sipsynergy Order Form.

Term: the term of the Sipsynergy Customer Agreement as specified in the Sipsynergy Order Form being if applicable the Minimum Term including any Renewal Period.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

User/s:  means individual users who are authorised to use the Services under this Sipsynergy Customer Agreement; with an “Orto User” being defined as having one or more of the following assigned to a Microsoft Teams user – (i) A phone number that is defined in the Orto Numbers section, (ii) Persona (excluding default), (iii) Orto License Group, (iv) Orto Teams Group, or an (v) Orto Call Queue Group. A “Callroute User” means being defined as (i) a Phone Number associated with a connected carrier assigned to a Teams user; (ii) an Inbound Phone Number assigned to Webex Calling; (iii) a Phone Number assigned to a SIP Phone; or an (iv) Inbound Phone Number assigned to a Call Forward.

VAT: means value added tax and is a UK domestic sales tax, it is not always applicable to Customers (if outside the UK for instance).