Callroute Service
Terms and Conditions

Outline:

    Your attention is drawn to the provisions of clause 15. 

     

    1. About

    The Callroute service is operated by Sipsynergy Limited. Sipsynergy Limited (company number 07613922) (Sipsynergy) is a company registered in England and Wales and its registered office is at Wessex House, Upper market Street, Eastleigh, Hampshire SO50 9FD. Its VAT number is GB193385575. Sipsynergy operates the website www.callroute.com (Site) and a customer portal www.callroute.io (Portal).

    2. Interpretation

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

    3. Sipsynergy's Contract With The Customer

    3.1 These terms and conditions (Terms) apply to the order by the Customer and supply of Services by Sipsynergy to the Customer. They apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    3.2 These Terms and the Contract are made only in the English language.

    3.3 The Service is sold as a business service for use in the course of the Customer’s business. If you are an individual accepting these Terms on behalf of an entity, you represent that:

    3.3.1 you have the legal authority to enter into the Contract on that entity’s behalf;
    3.3.2 you have read and understand these Terms; and
    3.3.3 you agree, on behalf of the entity that you representant, to these Terms

    4. Placing an Order and Its Acceptance

    4.1 The Customer may only submit an order using the process set out on the Portal. Each order is an offer by the Customer to buy the Services specified in the order subject to these Terms.

    4.2 Sipynergy’s order process allows the Customer to check and amend any errors before submitting its order to us. Please check the order carefully before confirming it. The Customer is responsible for ensuring that its order is complete and accurate. Sipsynergy’s acknowledgement of the Customer’s order does not constitute acceptance of it. Sipsynergy's acceptance of the Customer's order only takes place when Sipsynergy confirms acceptance of the Customer’s order (Order Confirmation) which may be done by automated means, at which point and on which date the Contract between the Customer and Sipsynergy will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

    4.3 At any time within 15 days after the Effective Date Sipsynergy may terminate the Contract without liability to the Customer immediately by giving written notice to the Customer. On termination pursuant to this clause 4.3 Sipsysnergy shall refund any Fees paid by the Customer for the period after termination of the Contract after deducting any Fees for the Customer’s use of the Service on or before termination.

    4.4 Any descriptions or illustrations on the Site are published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract or have any contractual force.

    5. Connection

    5.1 As part of the initial set-up process the Customer shall provide Sipsynergy with the administration credentials . Such administration credentials shall include the primary physical address at which the Customer will be using the Services. Unless otherwise notified to Sipsynergy the primary physical address shall be deemed to be the Customer’s address set out in the Order Confirmation. The Customer must promptly notify Sipsynergy of any changes to the administration credentials.

    5.2 The Customer shall ensure that it promptly complies with any minimum hardware, software and internet protocol requirements as may be specified by Sipsynergy for the purpose of establishing connection between the Customer System and the Service. The Customer shall bear its own costs of establishing the connectivity referred in this clause 5.2. In particular, the Customer acknowledges that it is the Customer’s responsibility to maintain adequate broadband connections in order to access the Service.

    5.3 When Sipsynergy considers that the Services are ready for activation it shall notify the Customer.

    6. Scope of Services

    6.1 During the Term and subject to clause 6.2, Sipsynergy will supply the Services to the Customer in accordance in all material respects with the Order Confirmation.

    6.2 Sipsynergy shall have the right to make any changes to the Services 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.

    6.3 Any dates quoted for delivery of the Services are approximate only, and the time of delivery is not of the essence.

    6.4 The Customer acknowledges and accepts that:

    6.4.1 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 these may include power disruption, failure of internet service providers or broadband connection;
    6.4.2 public emergency call services (including those services accessed via 999 and 112) (Emergency Services) can be accessed via the Service from within the United Kingdom of Great Britain and Northern Ireland but cannot be accessed outside of such territory and will not be available if the Service is interrupted or unavailable or otherwise not accessible by the Customer or any User;
    6.4.3 the Customer must procure that the Customer and all Users have an alternative means of accessing the Emergency Services;
    6.4.4 where the Customer or any User accesses Emergency Service via the Service:
    6.4.4.1 only the primary location of the Customer (as provided to Sipsynergy pursuant to clause 5.1) will be provided to the Emergency Services and it is the Customer’s or any User’s responsibility to notify the Emergency Services of any other relevant location; and
    6.4.4.2 the Emergency Services may not be able to identify the Customer or any User’s telephone number or hold the line open if the call disconnects or terminates for any reason;
    6.4.5 the Customer may not be able to port its telephone numbers to Sipsynergy or from Sipsynergy to any other telecommunications provider; and
    6.4.6 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 unless or until the Contract is terminated in accordance with clause 18.

    6.5 The Customer acknowledges and agrees that Sipsynergy may suspend the Service from time to time to perform scheduled and unscheduled maintenance on the Service. Sipsynergy will use reasonable endeavours to notify the Customer of any scheduled maintenance.

    7. Sipsynergy's Obligations

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

    7.2 The undertaking at clause 7.1 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.

    7.3 Sipsynergy:

    7.3.1 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
    7.3.2 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.

    8. User Access

    8.1 Sipsynergy hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Users to use the Services during the Term solely for the Customer’s internal business operations.

    8.2 In relation to Users, the Customer undertakes that each User shall keep a secure password for its use of the Services and that each User shall keep its password confidential and it will not allow any User to use the Services in a manner which is contrary to this Contract.

    8.3 The Customer shall, and shall procure that Users shall, comply with the Acceptable Use Policy.

    8.4 The Customer shall not use and shall ensure that no User or other person uses the Services:

    8.4.1 for storing, reproducing, transmitting, communicating or receiving any material in breach of any law, regulations, code of practice or in breach of the Acceptable Use Policy;
    8.4.2 fraudulently or for any unlawful or illegal purpose;
    8.4.3 to make or send offensive, obscene, indecent, menacing, abusive, nuisance, spam or hoax calls or messages;
    8.4.4 to cause annoyance, inconvenience or needless anxiety to any person;
    8.4.5 in a manner which, in Sipsynergy’s opinion, is likely to have a detrimental affect on the quality of the Service or any other service that Sipsynergy may provide to its customers;
    8.4.6 for sending a communication which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property; or
    8.4.7 in a manner or for a purpose that is Outside Normal Business Use.

    8.5 The Customer shall not and shall procure the Users shall not:

    8.5.1 attempt to disable any security features or other technological functionality or features of the Services;
    8.5.2 use the Services to provide services to third parties;
    8.5.3 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 permitted under the Contract, or
    8.5.4 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 8.

    8.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Sipsynergy.

    8.7 The rights provided under this clause 8 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

    8.8 The Customer shall indemnify and keep indemnified Sipsynergy against all or any claims and associated costs, damages or expenses made by any third party as a consequence of any breach by or other act or omission of the Customer under or in relation to the Contract.

    9. The Customer's Obligations

    9.1 It is the Customer’s responsibility to ensure that:

    9.1.1 the Customer co-operates with Sipsynergy in all matters relating to the Services;
    9.1.2 the Customer provides Sipsynergy with such information, data and materials Sipsynergy may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all respects;
    9.1.3 the Customer complies with all applicable laws and regulations (including all applicable technology control or export laws and regulations) with respect to the Customer’s activities under the Contract (including its, and any User’s, use of the Service);
    9.1.4 the Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary for Sipsynergy, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;
    9.1.5 its network and systems comply with the relevant specifications provided by Sipsynergy from time to time; and
    9.1.6 the Customer procures and maintains its network connections and telecommunications links from its systems to Sipsynergy’s systems, and Sipsynergy shall not be liable for any problems, conditions, delays, delivery failures and any other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

    9.2 If Sipsynergy’s ability to perform the Services is prevented or delayed by any failure by the Customer to fulfil any obligation listed in clauses 8 and 9 (Customer Default):

    9.2.1 Sipsynergy will be entitled to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve Sipsynergy from the performance of the Services, in each case to the extent the Customer Default prevents or delays performance of the Services. In certain circumstances the Customer Default may entitle Sipsynergy to terminate the Contract under clause 18 (Termination);
    9.2.2 Sipsynergy will not be responsible for any costs or losses the Customer sustains or incurs arising directly or indirectly from Sipsynergy’s failure or delay to perform the Services; and
    9.2.3 it will be the Customer’s responsibility to reimburse Sipsynergy on written demand for any costs or losses Sipsynergy sustains or incurs arising directly or indirectly from the Customer Default.

    9.3 If any unauthorised use is made of the Services and such use is attributable to the act or default of, or through, the Customer (including breach of any of the Customer’s obligations under clauses 8 and 9) then, without prejudice to Sipsynergy's other rights and remedies, the Customer shall immediately be liable to pay Sipsynergy an amount equal to the Fees that Sipsynergy would have charged, had Sipsynergy or the Customer (as the case may be) authorised the unauthorised use at the beginning of the period of that unauthorised use together with interest at the rate provided for in clause 12.1 from the date of that unauthorised use to the date of payment.

    10. Customer Data

    10.1 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.

    11. Data Protection

    11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

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

    11.3 The parties acknowledge that:

    11.3.1 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
    11.3.2 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.

    11.4 Without prejudice to the generality of clause 11.1, 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.

    11.5 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:

    11.5.1 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;
    11.5.2 Sipsynergy shall not transfer any personal data outside of the European Economic Area and the UK unless the following conditions are fulfilled:
    11.5.2.1Sipsynergy shall not transfer any personal data outside of the European Economic Area and the UK unless the following conditions are fulfilled:
    11.5.2.2the data subject has enforceable rights and effective legal remedies;
    11.5.2.3Sipsynergy complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
    11.5.2.4Sipsynergy complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
    11.5.3 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;
    11.5.4 Sipsynergy shall notify the Customer without undue delay on becoming aware of a personal data breach;
    11.5.5 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
    11.5.6 Sipsynergy shall maintain complete and accurate records and information to demonstrate its compliance with this clause 11.4 and immediately inform the Company if, in the opinion of Sipsynergy, an instruction infringes the Data Protection Legislation.
    11.5.7 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 11.

    11.6 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).

    12. Charges and Payment

    12.1 The Customer shall pay the Fees to Sipsynergy for the Services in accordance with this clause 12.1 and the Order Confirmation.

    12.2 Payment of the Fees may be made as specified on the Site and the Portal. All sums shall be paid within 30 days of the date of Sipsynergy’s invoice or as otherwise agreed in writing by Sipsynergy. Time for payment shall be of the essence and no payment shall be deemed to have been received until Sipsynergy has received cleared funds.

    12.3 If Sipsynergy has not received payment within 5 days after the due date, and without prejudice to any other rights and remedies of Sipsynergy, Sipsynergy may:

    12.3.1 without liability to the Customer, suspend the Customer's access to all or part of the Services and Sipsynergy shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;
    12.3.2 charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of the Bank of England or 2% where the base lending rate is less than 0, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
    12.3.3 require the Customer to make payment of all future Fees in advance of the Service to which such Fees relate.

    12.4 At any time during the Term, Sipsynergy may, by giving written notice to the Customer increase the price of the Services to reflect any increase in the cost of the Services that is due to any factor beyond Sipsynergy's control (including foreign exchange fluctuations, increases in taxes and duties, increase in the cost of telecoms services, fuel and increases in labour, materials and other supply costs) and unless other agreed in writing by Sipsynergy, the price increase shall take effect from the date of the notice.

    12.5 All sums due to Sipsynergy under the Contract shall be payable in pounds sterling and are exclusive of value added tax or other applicable sales tax, which shall be added to Sipsynergy’s invoice(s) at the appropriate rate.

    12.6 The Customer must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

    12.7 The Customer acknowledges and accepts that where Fees for the Services are calculated based on usage of the Services the Fees shall be calculated using the data recorded or logged by (or on behalf of) Sipsynergy and not data recorded or logged by the Customer.

    12.8 The Customer shall pay all Fees for the Services whether the Customer or someone else uses the Services. Sipsynergy shall not be under any obligation to monitor the Customer’s calls, call or data usage and/or patterns of usage.

    12.9 The Fees shall continue to be payable during any period of suspension or restriction of the Services.

    12.10 If payment is by credit card, Sipsynergy may at any time notify the Customer that Sipsynergy no longer accepts credit card payment from one or more issuers and require the Customer to pay the Fees by an alternative method of payment, which may include debit card, direct debit, or bank transfer.

    12.11 The Customer’s order for the Services is deemed to authorise Sipsynergy to charge any debit or credit card given to Sipsynergy and such authorisation shall remain valid for 30 days after Sipsynergy receives the Customer’s written notice terminating Sipsysnergy’s authority.

    12.12 Sipsynergy will consider billing queries from the Customer only if such queries are made in writing within 7 days of the date of the applicable invoice. All billing queries must be notified to Sipsynergy at support@callroute.com.

    12.13 The Customer accepts that when it orders a Service from Sipsynergy and from time to time during the Term, Sipsynergy may conduct a credit search on the Customer and conduct enquiries on the Customer for the purposes of fraud prevention and verification of the Customer’s identity. The Customer agrees that Sipsynergy may impose a credit limit on the Customer and may vary such credit limit from time to time without prior notice to the Customer.

    13. Intellectual Property Rights

    The Customer acknowledges and agrees that Sipsynergy and/or its licensors own all Intellectual Property Rights in the Service and the Documentation. Except as expressly stated in the Contract, the Contract does not grant the Customer any rights to, or in, any Intellectual Property Rights or any other rights or licences in respect of the Documentation.

    14. Third Party Services

    14.1 If Sipsynergy supplies or provides any Third Party Services to the Customer then such services may be supplied or provided subject to the standard terms and conditions of the provider of such Third Party Services at the time of supply or provision. The Customer accepts that its rights to receive, access or otherwise use the Third Party Services may be subject to such additional terms and conditions as are set out in the Proposal, manifest from the Third Party Services concerned (including by any web page or other document accompanying such Third Party Services) or which have otherwise been notified by the Company to the Customer and the Customer undertakes to use such services strictly in accordance with such additional terms and conditions. If there is an inconsistency between any of the provisions of the Order Confirmation and the additional terms and conditions referred to in this clause 14.1, the provisions in the Order Confirmation shall prevail.

    15. Limitation of Liability: Your Attention Is Particularly Drawn To This Clause

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

    15.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;
    15.1.2 fraud or fraudulent misrepresentation; and
    15.1.3 reach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

    15.2 Subject to clause 15.1:

    15.2.1 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.
    15.2.2 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).
    15.2.3 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.
    15.2.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

    15.3 This clause 15 shall survive termination of the Contract.

    16. Confidentiality

    16.1 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 16.2.

    16.2 Each party may disclose the other party's confidential information:

    16.2.1 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 16; and
    16.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    16.3 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.

    16.4 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.

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

    16.6 The above provisions of this clause 16 shall survive termination of the Contract, however arising.

    17. Suspension

    17.1 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:

    17.1.1 Sipsynergy reasonably believes that the Customer or any User is in breach of the Contract;
    17.1.2 in the circumstances set out in clause 8.4;
    17.1.3 if the Customer or any User’s use of the Service presents a security risk to any other person;
    17.1.4 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
    17.1.5 if required to do so by any order or request of government or other competent authority or if required by law or regulation.

    18. Term and Termination

    18.1 The Contract shall commence on the date specified in the Order Confirmation (Effective Date). Unless terminated earlier in accordance with this clause 18, the Contract shall continue for an initial term of 12 months from the Effective Date (or such other period as may be specified in the Order Confirmation) (Minimum Period) and shall continue after the Minimum Period until terminated in accordance with this clause 18 (the Term).

    18.2 The Customer may terminate the Contract as follows:

    18.2.1 by giving not less than 30 days prior written notice to Sipsynergy such notice to expire on or after the expiry date of the Minimum Period ; or
    18.2.2 at any time during the Minimum Period by giving not less than 30 days prior written notice to Sipsynergy and paying the Early Termination Fee to Sipsynergy.

    18.3 If the Customer terminates the Contract before the expiry of the Minimum Period otherwise than pursuant to clause 18.2.1, the Customer shall pay the Early Termination Fee to Sipsynergy.

    18.4 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

    18.4.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;
    18.4.2 the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;
    18.4.3 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;
    18.4.4 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 other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    18.4.5 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 other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    18.4.6 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;
    18.4.7 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;
    18.4.8 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;
    18.4.9 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;
    18.4.10 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 18.4.3 to clause 18.4.9 (inclusive);

    18.5 Sipsynergy may terminate the Contract immediately by notice in writing if:

    18.5.1 the Customer is in breach of its obligation under clauses 8 or 9;

    18.5.2 if there is a change of control of the Customer; or

    18.5.3 if Sipsynergy’s licence or authorisation to provide the Service expires or is revoked or Sipsynergy is otherwise unable to provide the Service due to a change in applicable law or regulatory requirement or due to the termination of its contract with any supplier of goods and services necessary to enable Sipsynergy to provide the Services.

    18.6 Sipsynergy may terminate the Contract at any time without liability to the Customer by giving not less than 30 days written notice to the Customer.

    18.7 The Customer may terminate some, but not all, of the lines, seats, extensions or other features of the Services at any time via the process set out on the Portal.

    18.8 On termination of the Contract for any reason:

    18.8.1 any outstanding Fees become immediately due and payable; and
    18.8.2 all licences granted under the Contract shall immediately terminate.

    18.9 On termination of the Contract by the Customer pursuant to clause 18.2, Sipsynergy will refund the Customer in full for any Fees paid for the Services for the period after termination Provided That Sipsynergy may deduct from any refund any Fees due for the period up to termination and any Early Termination Fee payable by the Customer.

    18.10 On termination of the Contract by Sipsynergy other than pursuant to clauses 18.5.3 or 18.6 the Customer shall pay the Early Termination Fee.

    18.11 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

    18.12 Termination of the Contract for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

    19. General

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

    19.2 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 the Contract if such delay or failure results from events, causes or circumstances beyond its reasonable control.

    19.3 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.

    19.4 The Contract constitutes the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract. Each of the parties irrevocably and unconditionally waives any right it may have (whether to claim damages or otherwise) for any representation warranty arrangement understanding promise assurance statement draft agreement or implication (whether made innocently or negligently and whether written or oral) not contained in the Contract or for any breach of any representation (whether made innocently or negligently and whether written or oral) not contained in the Contract. Nothing in this clause 19.4 or any other provision of the Contract shall exclude any party's liability in respect of any fraud or fraudulent misrepresentation made by or on behalf of that party.

    19.5 The Customer shall not, without Sipsynergy’s prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

    19.6 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.

    19.7 A person who is not party to the Contract shall have no right to enforce any term of the Contract.

    19.8 Notice given under the Contract shall be properly served only if it is in writing, given via the method set out in the Portal, sent by email, first class pre-paid post (or by airmail post if to an address outside the country of posting) to the receiving party, at the address, email address given in the Contract, via the Portal or notified to the other party in some other way. Any notice shall be deemed to have been received: (a) if delivered by hand, at the time of delivery; (b) if sent by post 2 working days after the notice shall have been posted (5 working days if sent by airmail post); (c) if sent by email or via the Portal, at 9.00 am on the next working day after completion of transmission (provided that if sent by email an error free transmission report has been received by the sender). This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

    19.9 The Contract 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 law of England and Wales.

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

    Schedule 1

    Definitions and Interpretation

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

    Acceptable Use Policy

    Sipsynergy’s acceptable use policy set out on the Site or such other web address notified by Sipsynergy to the Customer from time to time and as amended from time to time.

    Contract

    The contract between Sipsynergy and the Customer formed in accordance with clause 4.4 for the supply of the Services in accordance with these Terms and the Order Confirmation.

    Customer

    The person or firm who purchases the Services from Sipsynergy.

    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.

    Customer System

    Any information technology system or systems owned or operated or used by the Customer and/or any User from which Customer Data originates and/or to which Customer Data are delivered or within which Customer Data is distributed accordance with the Contract, including any mobile device owned or operated by the Customer or any User, the Customer's data processing facilities, hosted services provided to the Customer by a third party, data files and documents needed for processing and systems for the permissioning and control 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.

    Early Termination Fee

    The balance of the Fees that would have been payable to Sipsynergy by the Customer under the Contract during the Minimum Period.

    Fees

    The fees payable by the Customer for the provision of the Services by Sipsynergy, as set out in the Order Confirmation or otherwise notified to the Customer via the Site or Portal.

    Intellectual Property Rights

    Patents, rights to inventions, copyright and related rights, moral rights, trade marks 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 system or adversely affects the service that Sipsynergy provides to its other customers or which Sipsynergy reasonably considers outside normal business use.

    Services

    The Callroute services provided by Sipsynergy to the Customer under the Contract, as more particularly described in the Documentation.

    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.

    Users

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

    2. Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures have the meanings given to them in the General Data Protection Regulation ((EU) 2016/679) (GDPR).

    3. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

    4. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

    5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.

    7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.

    8. References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to the Contract.

    9. Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words. Any obligation on the Customer not to do something includes an obligation not to allow that thing to be done.

    10. A reference to writing or written includes e-mail or on line communication but excludes fax communication.