PiPcall Corporate Customer Contract
PiPcall Corporate Customer Contract
1. Interpretation and Definitions
1.1. The following definitions and rules of interpretation apply in this Contract.
Additional Terms
means the document titled Additional Terms which, where applicable, which may be provided to you along with these General Terms and Conditions.
Artificially Inflated Traffic
means the flow of calls and/or data to any particular revenue share service which is, as a result or consequence of any activity by or on behalf of Users or the Customer, disproportionate to the flow of calls and/or data which would be expected from good faith commercial practice and usage of the cellular electronic communications network operated by PiPcall and/or the relevant Network Operator.
CDR
Call Detail Record that contains all the call records received by PiPcall from its Network Operators.
Charges
means the Licence Fees for the Services as selected as part of the User Licence Terms and any Out of Bundle Charges.
CLI
means the calling line identity
Contract
means these General Terms and Conditions, any applicable Additional Terms provided to you and Annexes to the Additional Terms and the applicable User Licence Terms for the relevant User Licence.
Confidential Information
means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives in connection with this Contract, including the terms of this Contract, any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) the operations, processes, product information, know- how, designs, trade secrets or software of the Disclosing Party and any information or analysis derived from Confidential Information. Confidential Information shall exclude information: (a) generally available to the public (other than as a result of breach of confidentiality obligations); (b) available or which comes available to the receiving party on a non-confidential basis before disclosure; or (c) independently developed without access to such Confidential Information.
Content
means the audio, video, film, slides or other images or text (digital or otherwise) either provided to PiPcall or network operator or transmitted by the Customer through the Services.
Customer
means the customer who purchases Services from PiPcall under this Contract and whose details are set out on the first page of this PiPcall Corporate Customer Contract or on the PiPcall Customer Portal, whichever is applicable.
Customer Data
means the data supplied by the Customer to PiPcall pursuant to this Contract; and
(b) any Personal Data for which the Customer is the Data Controller.
Customer Equipment
means any device or apparatus which is owned, licensed by or used by the Customer or a User to obtain the Services under this Contract. Customer Equipment shall include the Users own devices used to access or obtain any part of the Services.
Customer Marks
means logos (or other brand identity), trademarks or trade names provided by or used by the Customer.
Data Protection Laws
means, as applicable and binding on the parties and/or Services: (i) the Data Protection Act 2018; and (ii) the General Data Protection Regulation (Regulation 2016/679) ("GDPR")) and the Privacy and Electronic Communication Directive (Directive 2002/58/EC) and any other national legislation implementing or supplementing such legislation in the United Kingdom.
Data Subject
has the meaning given to it in the applicable Data Protection Laws.
Disclosing Party
means a party to this Contract which discloses or makes available directly or indirectly Confidential Information.
Dispute Resolution Procedure
means the procedure for dealing with disputes as set out in Clause 16.
Force Majeure Event
means any event outside the reasonable control of either party affecting its performance of its obligations under this Contract arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control, including acts of God, pandemics, riots, war or armed conflict, acts of terrorism, acts of government, actions or omissions of OFCOM or of BT or of any other public communication services provider, local government or regulatory bodies, accident, fault or loss of electricity supply, fire, flood, storm or earthquake, disaster or any action taken by a third party in relation to any third party software or services.
Gateway
means any equipment containing a SIM which enables the routing of calls or data (including without limitation, text or picture messages) from fixed apparatus to mobile equipment by establishing a mobile to mobile call or transmission.
Intellectual Property Rights
means patents, utility models, rights to inventions, copyright (including source code) and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Internet
means the global network connecting a variety of information databases.
Losses
means all losses, liabilities, costs, expenses and damages (including all legal and professional expenses and costs).
National Plan
means the National Numbering Scheme - Telephone Numbers administered by Ofcom.
Network
means as the case may be, a fixed public switched electronic communications network, a public switched telephone network and/or a wireless telegraphy link by means of a cellular radio system or any other similar system that allows data transmission, operated by a Network Operator.
Network Operator
means: 1) the relevant network operator supplying the Network; and/or 2) the third party providing relevant Telecommunication Services to the Customer through PiPcall as part of the Services.
Nuisance Calls
means an unwanted call that causes annoyance, inconvenience or anxiety to the receiver of the call, and/or is a hoax call, and/or is of an offensive, spiteful, abusive, indecent, defamatory, obscene, or menacing nature, and/or calls which cause the called person to experience silence when the call is answered in circumstances where the called person has no means of establishing whether there is a person at the other end of the line, and/or Calls which are not compliant with OFCOM's statement of policy on persistent misuse published in accordance with section 131 of the Act as amended from time to time.
Out of Bundle Charge
means any additional charges for Services not included as part of the Subscription Fees. Details of all additional rates and Out of Bundle Charges can be found at https://www.pipcall.com/policies/pricing/ and may be varied from time to time by PiPcall.
Personal Data
has the meaning given to it in the applicable Data Protection Laws.
PiPcall
means Assuract Limited t/a PiPcall, a company incorporated and registered in England (company number is 04994562) with its registered office at Lower Third Floor Evelyn Suite, Quantum House, 22-24 Red Lion Court, London, United Kingdom, EC4A 3EB.
Post Pay Administration Systems
computerised data processing and billing systems established and operated by the relevant Network Operator from time to time for the purpose of facilitating (amongst other things) the connection of SIMs to the Systems and billing for Services
Post Pay Fraud
shall include (without limitation):
(a) theft, fraud and/or deception (whether actual or attempted) in relation to the Systems, the Post Pay Administration Systems, SIMs and/or the Services; and/or
(b) unauthorised and/or unlawful use (whether actual or attempted) of the Systems, the Post Pay Administration Systems, SIMs and/or the Services
Recipient
means a party to this Contract who receives or obtains directly or indirectly Confidential Information.
Relief Event
means a failure of the Customer to undertake any of its obligations in the Contract including those detailed in the Additional Terms and/or any Force Majeure Event.
Representatives
means Users, employees, workers, agents, officers, advisers and other representatives of a party to this Contract.
Services
includes various ‘PiPcall’ Services provided by PiPcall to the Customer as detailed in the Specification and selected through the Site and including the Support Services and Telecommunication Services.
Service Levels
means the target performance levels applicable to certain Services as varied from time to time by PiPcall and available at https://www.pipcall.com/policies/servicelevels/.
SIM
a Subscriber Identity Module which contains User information and which when used with Customer Equipment enables access to the Services provided by means of the Systems.
Site
means any website or online site hosted and operated by PiPcall and accessed by the Customer as part of or in connection with the Services.
SMS
means short message service
Specification
means the description of the Services which can be found at https://www.pipcall.com/policies/specification/ and any other technical descriptions or service specifications provided to the Customer from PiPcall from time to time.
Subscription Fees
means the set fee for the applicable User Licence as selected as part of the User Licence Terms and which is usually a monthly or annual fee.
Supplier Materials
means any materials, designs, logos (or other brand identity), domain names, documentation, processes and procedures, information, programs, software and codes supplied by PiPcall to the Customer through the use of the Site or otherwise.
Support Services
means the provision of support services as detailed at https://www.pipcall.com/policies/supportservices/.
Systems
such post pay telecommunications services as PiPcall may make available to the Customer from time to time and as amended by PiPcall from time to time.
Telecommunication Services
fulfilling any order on to the relevant Network Operator’s network, carrying out any network required adds/moves/changes and supplying monthly CDRs and commission statements.
User
an employee, consultant, contractor or any individual who the Customer issues a User Licence to.
User Licence
means a licence for an individual User to receive the Services under this Contract and the applicable User Licence Terms.
User Licence Terms
means the terms selected through the Site that apply to that User Licence as detailed in Clause 3.
VAT
means value added tax chargeable under the Value Added Tax Act 1994 and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.
Working Days
means a day (other than a Saturday or Sunday or bank and/or public holiday in England or Wales).
1.2. In the case of conflict orambiguity then the order of precedence shall be the Additional Terms, theseGeneral Terms and Conditions and the User Licence Terms.
1.3. Unless the contextotherwise expressly requires, references to:
1.3.1. "including" or "includes" shall bedeemed to have the words "without limitation"inserted after them;
1.3.2. “writing” or “written” includes e-mail;
1.3.3. references to any applicable laws (including to the Data Protection Laws and each of them) and to terms definedin such applicable laws shall be replaced with orincorporate (as the casemay be) references to any applicable laws replacing, amending, extending, re-enacting or consolidating such applicable law (including the GDPR and any new Data Protection Laws from time to time) and the equivalent terms defined in such applicable laws, once in force and applicable; and a reference to a law includes all subordinatelegislation made under that law;
1.3.4. a time shall be Local time - GMT or BST (as applicable);
1.3.5. Clause and Scheduleheadings do not affect the interpretation of this Contract;and
1.3.6. the parties shallinclude their permitted successors and assigns.
2. Commencement and duration
The Contract shall commence on the date it is signed by the last party and continue until terminated by either party in accordance with Clause 17.
3. User Licences
3.1. The Customer will be able to set up new User Licences through the Site or PiPcall Support. As soon as the Customer sets up a User License through the Site or activated via PiPcall support the Customer will be liable to pay for the User Licence even if the User never activates or uses the User Licence.
3.2. When the Customer sets up a new User Licence it will confirm the following details for that applicable User Licence through the Site (all of which form part of the User Licence Terms):
3.2.1. The term of the User Licence, which will usually be monthly or annual. User Licences will automatically extend for the same term after the end of the initial term or renewal term (as applicable) unless the Customer gives:
3.2.1.1. 30 days prior written notice if the User Licence is annual; or
3.2.1.2. 14 days prior written notice if the User Licence is monthly,
Such notice to be issued by email to support@pipcall.com prior to the end of the initial term or renewal term. Such notice must be given by the authorised administrator on behalf of the Customer otherwise such notice may not be deemed valid;
3.2.2. The cost of and the payment terms of the Subscription Fee for the User Licence, which will usually be monthly rolling, annual payable upfront in advance or annual payable monthly;
3.2.3. The details of the User. The Customer will be able to transfer a User Licence to different Users at anytime; and
3.2.4. Any chargeable call limit that applies to the User Licence.
4. Provision of Services
4.1. PiPcall shall provide the Services with reasonable skill and care and in accordance with any Service Levels.
4.2. PiPcall shall take reasonable steps to ensure that all work carried out by PiPcall in connection with the Services is carried out by competent and suitably qualified personnel.
4.3. PiPcall may update the Service Levels:
4.3.1. from time to time provided that they do not materially reduce the quality of the Services; or
4.3.2. in order to reflect contractual changes imposed upon PiPcall by its suppliers or a Network Operator or any decision, request by or change in the regulatory regime by the relevant' regulatory authorities and (where reasonably practicable) PiPcall will give at least thirty (30) days written notice to the Customer before the change takes effect.
4.4. PiPcall may suspend the Services to undertake maintenance on the Site or Services provided it takes all reasonable steps to undertake such maintenance outside of core business hours (defined at https://pipcall.com/policies/servicelevels/), in which case the Services shall not be considered ‘unavailable’ for the purpose of calculating Service Levels.
4.5. The Customer acknowledges and agrees that PiPcall may monitor and record calls or other communications to the helpdesk.
4.6. The Customer acknowledges and agrees that the User shall be responsible for activating the Services under a User Licence.
4.7. The Customer acknowledges that the Services rely on Networks over which PiPcall has no control and PiPcall makes no guarantee that the Services will be uninterrupted or error free. The Customer may notify PiPcall of any interruption, fault or error with the Services by emailing support@pipcall.com. PiPcall shall use reasonable endeavours to correct or cure any interruption, fault or error with the Services in accordance with any applicable Service Levels but the parties acknowledge and agree that PiPcall shall not be responsible for or liable for any issues resulting from issues with the Network or the Customer Equipment. The Customer shall provide all reasonable co-operation to PiPcall in fixing any errors promptly.
4.8. PiPcall shall exercise reasonable efforts to ensure the security of the Customer's communications over the Network but PiPcall cannot guarantee that all communications shall be completely secure. The Customer accepts that there is a risk that its communications may be unlawfully intercepted, hacked or accessed by those other than the intended recipient. It is the Customer's responsibility to take such precautions as it considers appropriate to protect data from data breaches, cyber attacks, fraud, viruses and other harmful executables.
4.9. The Customer acknowledges that PiPcall does not make any representations or warranties as to the suitability of the Services for use by the Customer. PiPcall shall have no liability or responsibility for the Customer's use of the Services and PiPcall accepts no responsibility for any Content.
4.10. The provision of Services is subject to the continuing right of the relevant Network Operator under the relevant Licence to provide mobile telecommunication services to PiPcall either directly or indirectly through a reseller. Notwithstanding any other provision in this Contract, if at any time the Licences, or any right of any Network perator under its Licence to provide mobile telecommunication services to PiPcall(directly or indirectly), is withdrawn or terminated and not simultaneously eplaced or renewed, (save to the extent that the relevant Network Operator isentitled to continue to provide mobile telecommunication services on atemporary basis) PiPcall may terminate this Contract in respect of thoseServices affected by such an event without either Party being liable to theother, save for breaches by either Party occurring prior to such termination.
4.11. This Contract is also subject to the continuing right of any resellers to provide elements of the Services to PiPcall. Notwithstanding any other provision in this Contract, if at any time the right of a reseller to provide the Services is withdrawn or terminated and not simultaneously replaced or renewed, (save to the extent that such reseller is entitled to continue to provide any of the Services on a temporary basis) PiPcall may terminate this Contract without either Party being liable to the other, save for breaches by either Party occurring prior to such termination.
4.12. PiPcall shall be entitled to give written notice of reasonable length in the circumstances to the Customer to make amendments or variations to this Contract which are necessary by virtue of any provision in any subcontractor agreement or legislation or regulations (or any changes to any of them).
4.13. The Customer acknowledges that the App uses the User’s data allowance. The Customer is responsible for procuring that Users have sufficient data allowance to use the Services and access the App and PiPcall is not responsible for service failures which result from insufficient data allowance or for any costs incurred by the User as a result of using data to access the App or use the Service. PiPcall has no responsibility if a User exceeds its data allowance as a result of using the Services. The Customer has sole responsibility for notifying all Users that use of the Services will use their own data allowance.
5. Trial Period
5.1. PiPcall may offer to provide the Services for an initial trial period which may be offered free of charge (“Trial Period”).
5.2. Notwithstanding Clause 14.3, any Services provided free of charge, during a Trial Period or otherwise, shall be provided on an "as is" basis and, subject to Clause 14.2, PiPcall shall have no liability to the Customer for the Services.
5.3. The Services made available during a Trial Period may have limited functionality or there may be restrictions in place which the Customer shall, and procure that all Users shall, comply with.
5.4. The Customer shall not own any phone number allocated to or used by a User or the Customer during a Trial Period and the phone number shall at all times be owned by PiPcall. The Customer shall not list the number on its website or any publicly facing materials or documents or otherwise the details of any phone number provided as part of the Services during a Trial Period. The phone number may be retained by the Customer if it continues to purchase Services after the Trial Period.
5.5. The Customer shall only be entitled to one Trial Period unless expressly authorised by PiPcall in writing and by signing up for a Trial Period the Customer warrants that it has not used the Services for any Trial Period previously other than such Trial Period that has been notified to PiPcall in advance in writing.
6. Customer Obligations
6.1. The Customer shall comply with the obligations set out in Schedule 1.
6.2. The Customer shall put in place its own internal policies regarding how the Services can or cannot be used by Users and the Customer acknowledges that PiPcall shall have no responsibility for ensuring such internal policies are adhered to by Users.
6.3. The Customer must comply with any specifications or restrictions regarding the Customer Equipment or Network that are detailed in the Specification. If the Customer Equipment or Network does not meet such requirements then PiPcall shall not be liable for any failure of the Services to operate in accordance with this Agreement, including the Specification.
6.4. The Customer warrants that it has the necessary rights, licences and consents to enable PiPcall to access any third party software of the Customer as required to deliver the Services.
6.5. The Customer shall ensure that all Customer Equipment complies with all relevant laws and regulations, including without limitation, the requirements and/or guidelines in respect of such equipment as stated and/or recommended by the British Approvals Board of Telecommunications.
7. Charging and invoicing
7.1. The Customer shall pay the Charges and expenses to PiPcall in accordance with this Clause7 and the applicable User Licence Terms.
7.2. The Customer shall reimburse all reasonable expenses properly incurred by PiPcall in the performance of this Contract, subject to production of receipts or other appropriate evidence of payment.
7.3. The Customer shall make payment to PiPcall of each invoice in full in accordance with the User Licence Terms. The Customer authorises PiPcall to take payment for User Licences from any debit or credit card for which the Customer has provided details of. The parties acknowledge that payment may also be made via IBAN, direct debit or BACS.
7.4. All fees, charges and other payments to be made by the Customer are exclusive of VAT and all other relevant taxes, for which the Customer shall be responsible.
7.5. All Charges shall be paid in the currency agreed as part of the User Licence Terms.
7.6. PiPcall can increase the Charges:
7.6.1. to reflect any increase in costs of third-party software, third party services or of the network operator. An up-to date list of Charges can be found at: https://pipcall.com/policies/pricing/; and
7.6.2. in respect of an individual User Licence on 30 days' written notice to the Customer at the end of the initial term. If the Customer does not accept the price increase, it can terminate the Contract by giving PiPcall14 days' written notice, such notice to be issued before the end of the 30 days' notice period of the increase in Charges.
7.7. The Customer shall pay the Charges in full for the term of the Contract and the Customer is not entitled by reasons of set- off, counterclaim, abatement or other similar deduction to withhold payment of any amount due to PiPcall.
7.8. If any sum is not paid on or before the due date under this Contract and the applicable User Licence Terms then:
7.8.1. the Customer shall pay PiPcall interest on the outstanding amount until payment is received in full and cleared funds at a rate equal to 4% above the Bank of England base rate from time to time in force, whether before or after judgement until the date actual payment is received. Such interest shall be compounded monthly; and
7.8.2. PiPcall may limit, suspend or terminate the Services or a particular User Licence.
7.9. Subject to Clause 7.7, if the Customer wishes to dispute an invoice, the basis of that dispute together with any supporting evidence must be sent to PiPcall inwriting within one month of the date of invoice and the parties will resolve such dispute in accordance with Clause 16.
7.10. Charges for a User Licence shall continue to be payable in the following circumstances:
7.10.1. the Customer or a User fails to activate or suspends a User Licence;
7.10.2. PiPcall suspends a User Licence in accordance with Clause 6.3, 7.8.2, 15.1 or 15.2 and
7.10.3. the Customer or a User can’t access the Services because of defects or issues with Customer Equipment, issues with the Network or any other external issues affecting the ability to receive the Services.
8. Change
8.1. Save pursuant to Clause 7.6 and Clause 8.2, all changes shall be subject to agreement in writing signed by the parties.
8.2. PiPcall shall be entitled to:
8.2.1. make changes to the Services and Site from time to time provided that such changes do not adversely affect the functionality of the Services;
8.2.2. change the Specification of the Services (provided that such changes do not materially affect the performance of the Services); and
8.2.3. where necessary for operational reasons, statutory or regulatory requirements;
8.2.3.1. give the Customer instructions(which the Customer shall comply with) which PiPcall believes to be necessary for health and safety reasons or for maintaining the quality of the Services; and
8.2.3.2. make alterations to any Service(including without limitation conversions, shifts, reconfigurations and renumbers). Such alterations may result in disruption to the Services although PiPcall will use reasonable endeavours to minimise any disruption to the Customer;
8.2.4. make changes to the Services from time to time for the purpose of:
8.2.4.1. maintaining the security and/or performance and/or availability of the Site and/or Services; or
8.2.4.2. complying with all applicable laws, statute, regulation, order, regulatory policy, guidance or industry code in any jurisdiction.
8.3. Any changes implemented in accordance with Clause 8.2 shall be notified to the Customer as soon as reasonably practicable. If the Customer does not accept the change, it shall be entitled to terminate the Contract on giving PiPcall 14 days' notice provided such notice is issued within 30 days from the date the Customer is notified on the proposed change.
9. Intellectual property rights
9.1. All Intellectual Property Rights in the Customer Data and Customer Marks are, and shall remain, the property of the Customer. PiPcall acknowledges and accepts that it acquires no rights in or to Customer Data or Customer Marks other than those expressly granted by this Contract.
9.2. All Intellectual Property Rights in the Services, Site, Supplier Materials and all other Intellectual Property Rights arising out of the performance of PiPcall's obligations under this Contract ("Supplier IPRs") are, and shall remain, the property of PiPcall or its licensors. The Customer acquires no rights in or to such Supplier IPRs other than those rights expressly granted by this Contract.
9.3. The Customer shall at the request and expense of PiPcall shall use all reasonable endeavours to procure that any necessary third party shall do, all necessary acts and execute all documents that PiPcall may reasonably request to perfect the right, title and interest of PiPcall in PiPcallI PRs.
9.4. PiPcall grants the Customer a non-exclusive, revocable, non-transferable, non-sublicensable right to use the Services for the term of this Contract and the term of all User Licences.
10. Licence to use Customer trademarks and materials
The Customer hereby grants PiPcall with a non-exclusive, worldwide, royalty free, non-transferable and sub-licensable licence during the term of this Contract and all User Licence terms to use the Customer Data and the Customer Marks solely and to the extent necessary to provide the Services.
11. Data protection
11.1. Each party shall at all times during the term of this Contract, comply with the applicable Data Protection Laws.
11.2. The parties acknowledge that PiPcall is a Data Controller in respect of all Personal Data Processed in relation to the Services.
11.3. The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of all applicable Personal Data to PiPcall for the purposes of this Contract.
12. PiPcall and each of its subcontractors shall be entitled to record any or all calls made as part of the Support Services in order to monitor the quality of Support Services or for training purposes.
13. Confidentiality
13.1. Each party shall keep the other party's Confidential Information confidential and shall not:
13.1.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Contract ("Permitted Purpose"); or
13.1.2. disclose such Confidential Information (in whole or in part) to any third party, except as expressly permitted by this Clause 11.1.
13.2. A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
13.2.1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
13.2.2. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this Clause.
13.3. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that (to the extent it is legally permitted to do so), it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 12.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
13.4. On termination of this Contract, each party shall on request from the other party:
13.4.1. return to the other party or destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
13.4.2. erase all the other party's Confidential Information from its computer systems (to the extent possible); and
13.4.3. certify inwriting to the other party that it has complied with the requirements of this Clause,
provided that the Recipient may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by Applicable Law or applicable governmental or regulatory authority. The provisions of this Clause shall continue to apply to any such documents and materials retained by the Recipient.
13.5. Except as expressly stated in this Contract, no party makes any express or implied warranty or representation concerning its Confidential Information.
14. Provision of information and cooperation
14.1. The Customer shall promptly supply to PiPcall upon request all information, assistance and access to premises which may reasonably be required to enable PiPcall to perform its obligations hereunder or which is necessary to satisfy a demand or request from a law enforcement agency, regulatory authority or one of PiPcall’s sub-contractors.
14.2. The Customer shall provide PiPcall with any software or information which PiPcall identifies as being required for provision or configuration of the Services or otherwise in connection with this Contract.
15. Publicity
PiPcall shall be entitled to use the Customer’s name, the fact that they work with the Customer and what Services they provide to the Customer in its marketing and promotional material(whether digital or paper format). Any additional information including case studies or press releases must have the Customer's prior written consent.
16. Limitation of liability
16.1. This Clause 14sets out the entire liability of PiPcall (including any liability for the acts or omissions of its Representatives and including any settlements and indemnities) to the Customer in respect of any breach of this Contract, any representation statement, breach of statutory duty or tortious act or omissions (including negligence) arising under or in connection with this Contract or any other liability to the other party whatsoever.
16.2. Nothing in this Contract limits or excludes the liability of either party for: (i) death or personal injury resulting from negligence;
(ii) any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; or (iii) any other liability which is incapable of being excluded or limited by law.
16.3. Subject to Clause 14.2, PiPcall's total aggregate liability of all other losses whether arising from contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Contract (including all non-contractual liability) shall in no event exceed the aggregate amount paid and payable by the Customer to PiPcall in the 12 months preceding a claim.
16.4. Subject to Clause 14.2 except where expressly stated in this Contract PiPcall shall not have any liability to the Customer(howsoever arising, including any liability in tort) under or in connection with this Contract for any:
16.4.1. loss of profits or anticipated savings;
16.4.2. loss of revenue;
16.4.3. loss or damage to reputation or goodwill;
16.4.4. loss of opportunity;
16.4.5. any loss or corruption of data or information,
and in each case whether direct, indirect, special and/or consequential loss or damage; or
16.4.6. for any other indirect, special and/or consequential loss or damage.
16.5. The Customer acknowledges and accepts that the Services are subject to the limitations and issues inherent in the use of the Internet (including denial of service attacks (whether direct or indirect)) and telephony connections and PiPcall is not responsible for and shall not be liable to the Customer for breach of this Contract due to any problems or other damages resulting from such limitations or issues or fault with the public communications network established and operated by a telecommunications provider, including the Internet, wireless and mobile technologies, or any faults within the Customer's own systems or software, Customer Equipment or that provided by third parties.
16.6. The Customer acknowledges and agrees that the Services are not designed to be relied upon for emergencies such as calling emergency services and PiPcall shall not be liable for any failure of the Services in an emergency situation.
16.7. Save for the warranties in clause 2 all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Contract or any collateral contract, whether by statute, common law or otherwise, are hereby excluded.
16.8. PiPcall shall not be in breach of this Contract (including any Service Levels) if the relevant breach was caused by or contributed to by a Relief Event.
16.9. The Customer acknowledges that any costs, losses or damages incurred by or paid to a third party provider or partner of PiPcall shall be direct losses recoverable under this Contract.
17. Termination and suspension
17.1. Without prejudice to any rights or remedies that have accrued under the Contract, either party may at any time terminate the Contract (or any part thereof including an individual User Licence) or PiPcall may suspend the provision of Services or a particular User Licence, with immediate effect by giving written notice to the other party if:
17.1.1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 Working Days after being notified in writing to do so;
17.1.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors(other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
17.1.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
17.2. Without prejudice to any rights or remedies that have accrued under the Contract, PiPcall may at anytime terminate or suspend the Contract, the provisions of Services, in whole or in part or a particular User Licence with immediate effect by giving written notice to the Customer if:
17.2.1. the Customer is in breach of any Applicable Law;
17.2.2. any amount due under the Contract remains unpaid following the applicable due date to make such payment;
17.2.3. in PiPcall's reasonable opinion, the security or integrity of the Site and/or Services has been, or may be, compromised or is otherwise at risk;
17.2.4. any of PiPcall’s subcontractors, including any resellers, ceases to provide services to PiPcall (whether through suspension or termination) provided that PiPcall shall take reasonable steps to find an alternative subcontractor or reseller in the event of termination;
17.2.5. required by a regulatory authority;
17.2.6. the Customer fails to take or unreasonably delays intaking any necessary action in respect of any Post Pay Fraud;
17.2.7. any Authority or any other licence to operate the System or any part of the System (whether under the Wireless Telegraphy Acts1949-2006 (as amended) or otherwise) shall expire or is/are revoked or terminated without the immediate renewal thereof;
17.2.8. PiPcall is instructed to do so by the Government or any other competent regulatory, administrative or judicial authority;
17.2.9. PiPcall believes that, as a result or consequence of the use of Services pursuant to this Contract, Artificially Inflated Traffic is occurring on the telecommunications network(s);
17.2.10. the Customer or a User spears on any lists that may at any time in the future be compiled and published by Ofcom of companies and individuals that have caused serious or repeated harm to consumers or of companies and individuals that are under assessment;
17.2.11. PiPcall reasonably suspects that the Service has been used in connection with any fraudulent or illegal activity;
17.2.12. PiPcall or any Network Operator believes that a connection made under this Contract is being used for the purpose of a Gateway in relation to the relevant Network Operators; or
17.2.13. the Customer or a User is in breach of the fair use policy.
17.3. Either party may terminate this Contract (or any part thereof) for convenience on 30 days[MS1] 'notice. The termination of the Contract under this Clause 15.3 shall not effect any User Licences already set up which shall continue until the endof the applicable term for each User Licence and the terms of this Contract shallcontinue to apply to such User Licences. For the avoidance of doubt, neitherparty may terminate a User Licence for convenience under this Clause 15.3.
17.4. PiPcall will not guarantee the security of the Service against unauthorised or unlawful access or use. If PiPcall believes there will be or likely to be a breach of security or misuse of the Service, PiPcall may suspend the Services.
17.5. Clauses 9, 11.1, 13, 14, 16, 17.3, 17.4, 17.5, 17.7 and 17.9 shall survive expiry or termination of this Contract.
17.6. Termination of this Contract, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
17.7. On termination of the Contract for any reason, the Customer shall immediately pay any outstanding unpaid invoices and interest due to PiPcall. PiPcall shall submit invoices for any services that it has supplied or work completed, but for which no invoice has been submitted, and the Customer shall pay these invoices in accordance with Clause 7.3.
18. Dispute resolution
18.1. Any dispute that may arise between the parties concerning the Contract, including any question regarding its existence, validity or termination, shall be determined as provided in this Clause 16.
18.2. For the purpose of this Clause 16, a dispute shall be deemed to have arisen when one party notifies the other in writing stating that such is a dispute notice for the purposes of the Contract and setting out the nature of the dispute ("Dispute Notice").
18.3. After a Dispute Notice has been issued the following procedure shall be followed by the parties (all time periods specified in this paragraph 16.3 may be amended by mutual agreement):
18.3.1. within 10 Working Days of the date of the Dispute Notice, PiPcall Representative and Customer Representative shall attempt to settle the dispute; and
18.3.2. if the dispute cannot be resolved by the Customer and Supplier Representatives within 30 Working Days from the date of the Dispute Notice, a senior manager authorised to settle the dispute of each of the parties shall meet within the following 20 Working Days to attempt to settle the dispute.
18.4. Nothing in this Clause 16 shall prevent either party from seeking injunctive relief at any time.
19. Miscellaneous
19.1. Assignment and novation: The Customer shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Contract without the prior written consent of PiPcall (such consent not to be unreasonably withheld or delayed). PiPcall may assign, delegate, license, hold on trust, novate, sub-contract or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Contract.
19.2. Waiver: No failure or delay by a party to exercise any right or remedy provided under this Contract shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.
19.3. Entire agreement: This Contract constitutes the entire Contract between the parties and supersedes any previous arrangement, understanding or Contract between them relating to the subject matter of this Contract. Each party acknowledges that, in entering into this Contract, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this Contractor not) other than as expressly set out in this Contract.
19.4. Severance: If any court or competent authority finds that any provision of this Contract(or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Contract shall not be affected.
19.5. Third-party rights: No person other than a party to this Contract shall have any rights to enforce any term of this Contract. This clause does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.
19.6. Force majeure: Neither party shall in any circumstances be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event. If a Force Majeure Event prevents or delays PiPcall or the Customer in their respective performance of a material part of their obligations under this Contract for a period exceeding 90 days, the party not affected by the Force Majeure Event may terminate this Contract immediately on written notice to the other.
19.7. Notices: Any notices to be given under this Contract shall be inwriting and shall be delivered by hand or sent by pre-paid first class recorded delivery post to the party to be served at that party’s registered office from time to time or sent by email to: for PiPcall – support@pipcall.com and for the Customer, the email address provided for the administrative user. Any such notice shall be deemed to have been served if delivered by hand, at the time of delivery, if by email, the time the email was sent, or if posted, at the expiration of 48 hours after the envelope containing the same shall have been put in the post.
19.8. Counterparts: This Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Contract.
19.9. Governing law and jurisdiction: This Contract shall be governed by and construed in accordance with English law and without prejudice to the Dispute Resolution Procedure each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.
Dated 26th August2021
Schedule1 – Customer Obligations
1.1. The Customer shall (and shall procure that each User shall):
1.1.1. provide PiPcall with all necessary co-operation and access to such information, documentation and data as may reasonably be required by PiPcall in order to provide the Services and/or conduct reasonable security checks from time to time;
1.1.2. use the Services in accordance with any user guide, Specification and other instructions issued by PiPcall from time to time;
1.1.3. ensure all information input into the Site to set up, manage or maintain a User Licence shall be full, complete and accurate at all times;
1.1.4. comply with all applicable laws and regulations (as updated and amended from time to time) and maintain all necessary licences, permits, authorisations and consents in connection with this Contract and its use of the Services;
1.1.5. ensure that it has all necessary right, title and interest in and to the Content, and that it has obtained all consents, licences, permissions and releases necessary to grant PiPcall the right to copy, display, distribute, download, transmit and otherwise use the Content solely as reasonably required to perform PiPcall's obligations under this Contract;
1.1.6. use the Services in accordance with the End User Terms which can be found at: https:/pipcall.com/policies/endusertermsandconditions/ as updated from time to time.
1.1.7. observe and comply with the Authority (insofar as it may be applicable to resellers and service providers) the Wireless Telegraphy Act 2006 (as amended from time to time), the Communications Act 2003 (as amended from time to time)), Ofcom General Condition 23, other relevant legislation, directives, regulations and/or statutory instruments and comply with any requirement of the Office of Communications or the Secretary of State(or persons authorised on their behalf) under the Authority and/or any such legislation directives regulations or statutory instruments;
1.1.8. except as authorised by PiPcall in this Contract or otherwise in writing, the Customer shall not act in a way which will incur any liabilities on behalf of PiPcall nor pledge the credit of PiPcall or any of its subcontractors;
1.1.9. use best endeavours to detect, identify, and prevent incidents of Artificially Inflated Traffic and shall notify PiPcall if the Customer suspects such incidents are occurring on the Systems as soon as reasonably practicable after becoming aware of the same;
1.1.10. comply with any codes of conduct or similar documents of an industry body or instructions issued by PiPcall from time to time in relation to the Services;
1.1.11. use all reasonable endeavours to prevent the use of the Services for spamming, malicious communications, Nuisance Calls or any similar activities to these;
1.1.12. does not use the Service to threaten, harass, stalk, abuse, disrupt or otherwise violate or infringe the rights (including but not limited to copyright, rights of privacy and publicity) of others or to obtain access, through whatever means, to notified restricted areas of the underlying network;
1.1.13. comply with all applicable laws (including, without limitation, data protection laws and laws relating to the provision of voice-over IP ("VOIP) services) and all codes of conduct, decisions, directions or recommendations issued by OFCOM and/or Phone pay plus and/or any other competent regulatory body (including in relation to VOIP services);
1.1.14. comply with all of PiPcall's requirements, guidelines and similar documents or instructions including without limitation those in relation to location based services, adult content services and the protection of minors through controlling access to such services.
1.2. The Customer must not use a Service or allow or permit any User to use a Service:
1.2.1. to knowingly make available or upload files that contain software or other material, data or information not owned by or licensed to the Customer or User(as appropriate); or
1.2.2. to knowingly make available or upload files that contain a virus or corrupt data; or
1.2.3. for any improper, immoral, obscene, defamatory, harmful, offensive, fraudulent or otherwise unlawful purposes; or
1.2.4. act or omit to act in any way which will or may injure or damage any persons or the property of any persons (whether or not employees, agents or representatives of PiPcall), the System and/or the Post Pay Administration Systems or how so ever cause the quality of the Services to be materially impaired; or
1.2.5. act or omit to act in any way which will or may place PiPcall or any of its subcontractors in breach of any provisions of the Authority any other licences authorisations provisions of law and/or any directions applicable to PiPcall and co-operate fully with PiPcall to enable PiPcall to comply with all of the same; or
1.2.6. to falsify the true ownership of software or other material or information contained in a file that the Customer or User makes available via the Service; or
1.2.7. in breach of the Fair Use Policy, which can be found at: https:/pipcall.com/policies/fairusepolicy/ and as updated from time to time; or
1.2.8. to publish, post, distribute, disseminate, send, knowingly receive, upload, download, use or re-use material which is abusive, indecent, defamatory, offensive, obscene or menacing, or in breach of copyright, privacy or any other rights; or
1.2.9. to deliberately abuse any part of the Service; or
1.2.10. to post or send the same or similar messages in multiple use net or news groups; or
1.2.11. to post or send off-topic items to a use net or news group; or
1.2.12. to falsify user information; or
1.2.13. to actin such a way which threatens the integrity or security of any computer system; or
1.2.14. with a view to avoiding incurring or paying charges for such usage; or
1.2.15. with a view to degrading the use of services by third parties; or
1.2.16. to violate general standards of internet conduct and usage such as denial of service attacks, web-page defacement, and port and network scanning; or
1.2.17. to disclose passwords; or
1.2.18. to violate any restrictions on the size of e-mails; or
1.2.19. to forge addresses; or
1.2.20. to share network connections in a manner enabling third parties to access and use such connections; or
1.2.21. other than in accordance with the acceptable use policies of any connected networks.
1.3. If PiPcall becomes aware of such misuse in paragraph 3.2 it shall have the right to immediately disconnect the Services without liability to ensure that such use ceases.
1.4. The Customer shall not connect or continue connection by itself nor knowingly allow any User to connect or continue connection of any Gateways to the Systems for any purpose including without limitation the illegal provision of telecommunications services to a third party.
1.5. If the Customer becomes aware that any User or any other party has established, installed or is using a Gateway in breach of this Contract, the Customer shall notify PiPcall as soon as reasonably practicable and shall upon request from PiPcall provide technical particulars of the Gateway and its use to PiPcall’s reasonable satisfaction. The Customer shall follow PiPcall’s instructions to facilitate the disconnection of any Gateway that breaches this Contract. PiPcall may require the Customer to repay to PiPcall any payments or discounts paid by PiPcall to the Customer in respect of Users connected to Gateways that are so disconnected.
1.6. The Customer warrants, represents and undertakes that it shall not knowingly, recklessly or negligently whether directly or indirectly permit any other person to be involved in any Post Pay Fraud and shall notify PiPcall as soon as reasonably practicable upon becoming aware of any such Post Pay Fraud and the Customer will implement and comply with such reasonable procedures and rules adopted by PiPcall from time to time concerned with Post Pay Fraud.
1.7. The Customer shall not and will not allow any other third party to be involved in, or recklessly or negligently permit any fraudulent or other unauthorised use or attempted use of the Services by corrupt or dishonest or illegal means at any time and by any person and will notify PiPcall as soon as reasonably practicable on becoming aware of or suspecting such activity.
1.8. The Customer shall ensure that all Customer Equipment attached (directly or indirectly) to the Services will conform to the relevant standard or approval for the time being designated under the Communications Act 2003 or the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000 and any requirements or standards set out in the Gamma Handbook.
1.9. PiPcall may implement traffic management measures, which may include without limitation restrictions on heavy users of contended services, so as to maintain the quality of service across the wider group of users of that service.
1.10. Any equipment provided by PiPcall or a third party subcontractor of PiPcall or BT remains the property of PiPcall or that third party at all times.
Schedule 2 –other service specific terms
1. Telecommunication Services
1.1. PiPcall shall use reasonable endeavors to provide Telecommunication Services in the those parts of the United Kingdom in which the relevant Network Operator operates the Systems as mobile public telecommunication systems.
1.2. The Telecommunication Services are subject to change and availability on notice from PiPcall. Wherever reasonably possible, 14 days notice will be provided to the Customer.
1.3. PiPcall will not provide the Customer with access to the Post Pay Administration Systems.
1.4. Nothing in this Contract shall oblige PiPcall to provide Telecommunication Services to particular Users or SIMs.
1.5. The Customer acknowledges that the performance of this Contract by PiPcall is subject to (without limitation) the relevant Telecommunication Services, Systems, SIMs and Post Pay Administration Systems being provided, maintained or otherwise made available by the relevant Network Operator. The Customer further acknowledges that PiPcall shall not be liable to the Customer, User or any third party to any extent for any failure by any Network Operator or any reseller to provide, maintain or otherwise make available any Telecommunication Services, Systems, SIMs and Post Pay Administration Systems.
1.6. Where PiPcall or one of its subcontractors is contractually obliged to do so by a Network Operator or where required by relevant legislation, regulations and/or statutory instruments or in times of national emergency, PiPcall may (on giving as much notice as reasonably practicable in the circumstances) give priority access to the Telecommunication Services and in such situations PiPcall shall have no liability to the Customer or Users in respect of an interruption or cessation of the Telecommunication Services. The Customer acknowledges that in certain circumstances (such as national emergencies), PiPcall (acting reasonably and in good faith) may not be able to provide any notice.
1.7. PiPcall shall not be obliged to provide or to continue to provide Telecommunication Services if:
1.7.1. the provision of any telecommunications services requested by the Customer would require material modification to the Systems and/or Post Pay Administration Systems;
1.7.2. the relevant Network Operator or a third party reseller suspends provision of connections or other services in relation to the Telecommunication Services.
1.8. PiPcall is entitled to delete CLls which have not used Service in the previous six(6).months except where the CLls were provided under the Line Rental Service.
1.8.1.
2. Allocation of numbers
2.1. Any number allocated to the Customer or a User as part of the Services may not be sold and may not be transferred unless PiPcall has given prior written consent.
2.2. The Customer shall and shall procure that all Users only use make calls or send SMS messages using a phone number allocated by PiPcall in connection with the Services through the App. The Customer shall be responsible for any charges incurred as a result of any User using any such phone number to make calls, SMS messages or use other services outside of the App.
2.3. The Customer shall and shall procure all Users shall use any number allocated to it by PiPcall or in connection with the Services in accordance with the National Plan. PiPcall shall have the right to reallocate such numbers if they are not used for a period of six (6) consecutive weeks.
3. Network Services
3.1. PiPcall shall provide the Network using the reasonable skill and care expected of an electronic communications network provider.
3.2. PiPcall shall use reasonable endeavours to route correctly addressed traffic through the Network in either direction between Customers or Users and PiPcall.
3.3. The Customer shall establish and maintain the Customer Equipment including messaging and VPN facilities and such other equipment as required in order to be capable of connecting securely and reliably to the Network in order for PiPcall to provide the Services and in accordance with PiPcall’s instructions.
[MS1]The gamma contract requires one full calendar month to be given and the cellhire contract requires 90 days. If certain customers terminated on 30days notice does it matter that you are tied into your supplier contracts for longer periods?
