Introduction
This Agreement sets out the terms on which Vonage agrees to provide its Vonage Business Phone System service and Vonage Business Cloud service ("Service") to you. This Agreement commences on the date that Vonage first accepts your order.
This Agreement comprises (i) these Terms of Service; (ii) our Privacy Policy; and (iii) our Vonage Business Phone System and Vonage Business Cloud call plans as described in your order. Orders for the Service are accepted at our sole discretion.
The expressions, "Vonage", "we" and "us" and "our" mean Vonage Limited (company number 05199171), whose registered office is at c/o Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW. The expressions "you" and "your" mean you the business customer.
All notifications and information from us to you relating to the Service and this Agreement will be sent to you by email.
The Service is sold as a business Service for use in the course of your business. However, in the unlikely event that you may be purchasing the Service as a consumer you have a statutory right to cancel within 14 days of your order.
1. Essential Service Information
1.1 By signing up to the Service you understand and agree that the Service may not offer all of the features you may expect from a traditional phone line and may sometimes be unavailable as a result of things over which we have no control, for example, power disruptions and failures of your internet service provider (ISP) or broadband connection. You must maintain your broadband connection in order to use the Service. Your attention is specifically drawn to the service description at vonage.co.uk, which describes the Service and any limitations.
1.2 If the Service is fully operational, 999/112 public emergency call services can be accessed from within England, Wales, Scotland and Northern Ireland. However, you understand and acknowledge that there may be some limitations as set out in the following paragraphs.
1.3 If you use the Service outside England, Wales, Scotland and Northern Ireland you will not be able to call emergency services in the country where you are located. A line from another communications provider will be required to call emergency services outside England, Wales, Scotland and Northern Ireland.
1.4 If there is a Service outage for any reason, such outage may prevent access to 999/112 dialling.
1.5 You must register with Vonage the primary physical location where you will be using the Service. Your initial location will be registered as a part of subscribing to the Service. It is your responsibility to maintain the accuracy of your location address if there are any changes. You can do this by emailing any changes to us at [email protected]. If you do not update us with changes, it may or may not be possible for emergency operators and authorities to identify your location and phone number when you dial 999/112. Location information of your primary office as notified to Vonage will only be provided to emergency services; extension information may not be provided to emergency services. When you dial 999/112 you will need to state your location and phone number promptly and clearly, as emergency operators and authorities may not have this information.
1.6 Emergency operators and authorities may or may not be able to identify your phone number in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason. Emergency operators and authorities may also not be able to hold your line open in the event you hang up.
1.7 You agree to inform potential users of the Service of the above limitations and you understand and accept that you should always have an alternative means of accessing 999/112 emergency services.
1.8 If Vonage suspends the Service you will still be able to dial 999.
1.9 Number portability may be unavailable with the Service. If you wish to port your telephone number to Vonage or your telephone number from Vonage to another provider, you may not be able to keep your telephone number. For more information on transferring your telephone number away from Vonage and to Vonage see our Customer Complaints Code and Number Porting Compensation Scheme.
1.10 If you port out your telephone number to another provider, the Service and this Agreement will not be cancelled automatically and you will remain responsible for payment of all subscription charges and other charges under this Agreement for their full term. Upon completion of a number port away from Vonage to another provider you will need to terminate this Agreement and your Service in accordance with clause 3.1 below.
1.11 If there is a delay in porting, you may be entitled to claim compensation as set out in Vonage's Customer Complaints Code and Number Porting Compensation Scheme. Any compensation awarded shall be in full and final settlement of any claim you may have against Vonage (now or in the future) in respect of the delay.
2. Use of the Service, Suspension and Termination
2.1 You agree that you will use the Service in accordance with such instructions as we may notify to you from time to time and in accordance with any applicable laws and regulations. You are responsible for all activity and usage of the Service and for any breaches of this Agreement that may result. Any breach of security (for example, in connection with your username or password) must be notified to us immediately. To help avoid any unauthorised use of the Service it is your responsibility to choose a robust password combination and to change your password regularly. We shall have no liability for any loss or damage that may arise from your failure to choose a robust password combination or your failure to change your password regularly. You must ensure that the Service is not used, whether by you or by anyone else, for any unlawful or fraudulent purposes. You are responsible for all usage and charges on all devices and features including Vonage softphone and mobile clients registered with Vonage. You will bear the risk of loss and assume all liability arising from any prohibited, unauthorised or fraudulent usage of the Service. Any such prohibited, unauthorised or fraudulent use will be a material breach of this Agreement. You are responsible to secure all credentials used to access the Service, including credentials used by telephones or softphones and credentials used by end users or administrators, as well as the media access control (MAC) address of telephones used by you. You will not be excused from paying for the Service or any portion thereof on the basis that fraudulent calls and any charges associated therewith comprised a corresponding portion of the Service. In the event that Vonage discovers fraudulent calls being made, you consent to Vonage taking actions it deems reasonably necessary (including blocking access to particular calling numbers), without notice to you, to prevent such calls from taking place. You acknowledge and agree that Vonage: (a) is under no obligation to investigate the authenticity of calls charged to your account; (b) is under no obligation to take action to prevent such calls from being made; and (c) is not liable for any fraudulent calls processed by Vonage and billed to your account.
2.2 You may not use any automated means to manipulate the Service or use the Service to violate any law, rule, regulation or any third parties' intellectual property or personal rights. In particular, you agree that you will not use the Service nor allow others to use the Service:
2.2.1 to send a communication which is unlawful, harmful, threatening, defamatory, libellous, deceptive, abusive, obscene, offensive, harassing or racially or ethnically offensive, menacing or otherwise criminal in nature or in breach of any copyright, privacy or any other rights or any similar behaviour;
2.2.2 to impersonate another person;
2.2.3 to send bulk unsolicited messages;
2.2.4 to facilitate illegal activity;
2.2.5 to depict sexually explicit images;
2.2.6 to promote unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment or any other illegal activities; and /or
2.2.7 in a way that in Vonage's reasonable opinion is likely to affect the quality of the Service or any other service provided by Vonage.
2.3 Vonage may remove or block all communications if Vonage suspects a violation of this Agreement, or if Vonage considers it necessary in order to protect the Service, or Vonage, its parent, affiliates, directors, officers, agents, and employees from harm.
2.4 You agree that the Service is for your own use in the course of your business only. You represent and warrant that you will be the ultimate end user of the Service. You will not in any way re-sell, re-supply, license, permit or otherwise allow any third party to use the Service without receiving Vonage's prior written consent, which may be withheld or conditioned in Vonage's sole discretion.
2.5 In some cases, Vonage may utilise its suppliers' systems, the public Internet and third party networks outside of its control in conjunction with the provision and maintenance of the Services and its websites. In such cases, Vonage makes no representation that its suppliers' systems, the Internet or any such third party network will adequately secure or protect your privacy or any end user's personal information, and Vonage expressly denies any associated liability. Actions or inactions caused by these suppliers' systems, the Internet and third party networks can result in situations in which Vonage customers' connections and use of the Service may be impaired or disrupted. Although Vonage will use commercially reasonable efforts to remedy or avoid such events, Vonage expressly disclaims warranties and any liability with respect to these suppliers' systems, the Internet and third party networks or any disruptions that may occur thereon.
2.6 You must not reconfigure or tamper with any equipment supplied to you for the purpose of accessing the Service ("Equipment"). In the event that you do reconfigure or otherwise tamper with Equipment, we reserve the right to withhold support and suspend or terminate the Service. The Equipment must be kept and used in strict accordance with instructions issued by the manufacturer or us and must not be used in conjunction with other equipment not approved by the manufacturer or us. You are only permitted to use the Equipment to connect to the Vonage network.
2.7 You agree to notify us immediately by calling us on 0207 993 9000 (or such other telephone number as may be posted on our web site from time to time) if Equipment used to access the Service is stolen or if you become aware of any unauthorised use of the Service. Failure to do so may result in you being liable for any losses arising as a result of such unauthorised use and suspension or termination of your Service.
2.8 All information provided by you shall be true and accurate and will be relied upon by us for the provision of the Service and collecting payments from you.
2.9 If, at any time, the Service is affected or unavailable you will continue to be billed for the Service.
2.10 If you move from the address where we provide the Service and you want to continue with the Service at your new address we shall need to carry out a telephone line test at the new address. If it is not possible to connect you to the Service at the new address you may terminate your Service with effect from the date of your move into the new address provided you give us 21 days' written notice and evidence of your change of address. On termination then without prejudice to any other remedy available to us under this Agreement or at law, you will pay to us as liquidated damages for early termination (being a genuine pre-estimate of the loss and damage we would suffer as a result of early termination) the monthly Service charges that would have been payable to us up until the end of the Minimum Term and you will be responsible for paying all charges under your applicable call plan including without limitation unbilled charges, early termination charges and any other applicable fees and charges all of which immediately become due and payable. We shall immediately charge all these amounts to your account.
2.11 Without prejudice to our rights to terminate this Agreement and your Service, we may immediately and without liability suspend the Service in the following circumstances: (a) if we reasonably believe you are in breach of any term of this Agreement and any other agreement with us; (b) if you abuse or threaten us, or a member of our staff; (c) if your use of the Service violates any applicable laws or regulations; (d) if we are legally required to suspend or terminate the Service in order to comply with applicable law or regulation including an order, instruction or request of government or other competent authority; (e) if your use of the Service poses a security risk to the Service or any third party or may subject Vonage or any third party to liability; or (f) upon the occurrence or threat of any other event or circumstance for which Vonage reasonably believes that suspension of the Service is necessary to protect the Vonage (or other third party) network, systems or customers. We may also suspend the Service if we are obliged to comply with an order, instruction or request of government or other competent authority.
2.12 We may terminate this Agreement and your Service immediately upon written notice if you are subject to a Change of Control. In this clause the term "Control" shall mean the possession by any person(s) directly or indirectly of the power to direct or cause the direction of another person and "Change of Control" is to be construed accordingly. You will notify us in writing of this within 14 days after the Change of Control. If we have not exercised our right of termination under this clause within 45 days following receipt of notice of your Change of Control, that right of termination will expire.
2.13 We can end this Agreement and any other agreement with us and terminate your Service immediately upon notifying you by email if:
2.13.1 you breach this Agreement and fail to remedy the breach within a reasonable time specified in a written notice from us to do so;
2.13.2 you fail to make any payment when due;
2.13.3 you make, or offer to make, an arrangement with your creditors; you commit an act of bankruptcy; someone brings a petition, receiving order or administration order against you to make you bankrupt, you are a limited company and a resolution to wind you up is passed or a receiver or administrator is appointed over all or part of your assets or if anything analogous to the foregoing occurs. We can also end this Agreement and any other agreement with us if we consider any of these things or something similar may happen;
2.13.4 any regulatory change affecting our ability to offer the Service is introduced, including but not limited to any authorisation or licence under which we provide the Service expiring or being revoked.
2.14 We may terminate this Agreement and your Service at any time for convenience upon giving you not less than 30 days' prior written notice without liability to you. If we give notice of termination for convenience during the Minimum Term no early termination charges will apply.
2.15 We may terminate this Agreement and your Service immediately upon written notice at any time without liability to you if any underlying arrangement between us and any other third party operator or supplier is terminated for whatever reason.
2.16 Upon any suspension or termination by us, you are responsible for all charges under your account that would have been payable but for suspension or termination, including without limitation unbilled charges, applicable early termination charges and any other charges all of which immediately become due and payable. If we terminate this Agreement before the end of the Minimum Term as set out in clause 3.1, due to your breach of this Agreement or for any of the reasons set out clauses 2.6, 2.7, 2.11, 2.12, 2.13.1, 2.13.2, 2.13.3, 4.1, 4.2, 4.6, 5.1, 13.1 or 13.2, then without prejudice to any other remedy available to us under this Agreement or at law, you will pay to us as liquidated damages for early termination (being a genuine pre-estimate of the loss and damage we would suffer as a result of early termination) the monthly Service charges that would have been payable to us up until the end of the Minimum Term . We shall immediately charge all these amounts to your account. We may or may not agree to restore your Service. Before we agree to restore your Service a re-activation fee (details of which are set on our website) will be charged.
3. Term and Consequences of Termination
3.1 This Agreement shall commence on the date Vonage accepts your order for the Service for the minimum term as set out in your order ("Minimum Term") and, except as provided elsewhere in this Agreement, shall continue thereafter unless terminated sooner by Vonage or by you. You can terminate this Agreement in full, or some but not all of your lines, seats, extensions and other features of the Service, at any time for any reason by telephoning us on 0207 993 9000 (or such other telephone number as may be posted on our web site from time to time) or by completing the Vonage Account Termination Web Form. You can choose to terminate immediately or on a date up to 30 days in advance. Any monthly charges for the Service paid by you in advance will not be refunded to you upon termination. If you wish to port your telephone number away from Vonage to another provider your account must remain active and, in accordance with industry number porting practice, process and procedure, you must not terminate this Agreement and your Service until the number port is completed. You will lose your number if you terminate this Agreement and your Service before the number port is completed. Where you are porting your telephone number away from Vonage it is your responsibility to contact us by telephone or via the Vonage Account Termination Web Form when the port is completed in order to terminate this Agreement and your Service. Vonage will send you confirmation of your termination by email.
3.2 If you terminate your Service before the end of the Minimum Term, or if we terminate your Service before the end of the Minimum Term due to your breach of this Agreement or for any of the reasons set out in clauses 2.6, 2.7, 2.11, 2.12, 2.13.1, 2.13.2, 2.13.3, 4.1, 4.2, 4.6, 5.1, 13.1 or 13.2, then without prejudice to any other remedy available to us under this Agreement or at law, you will pay to us as liquidated damages for early termination (being a genuine pre-estimate of the loss and damage we would suffer as a result of early termination) the monthly Service charges that would have been payable to us up until the end of the Minimum Term. We publish details of early termination charges. You will also be charged any early termination charges in respect of each line, extension and other Service feature disconnected and you will be responsible for paying all charges under the applicable Service plan including without limitation unbilled charges and other charges all of which immediately become due and payable. We shall immediately charge all these amounts to your account. In the event of termination for any reason whatsoever no amounts will be refunded in respect of Equipment purchased by you.
4. Charges and Payment
4.1 Billing will commence on the Service activation date. Billing will not be delayed due to your readiness to accept or use the Service. Charges for the Service will be billed in monthly cycles on a regular working day each month as notified to you when Vonage accepts your order ("Billing Period"). Provision of the Service is conditional upon you paying all fees and charges applicable to the Service in accordance with this Agreement and any other agreement with us. We may suspend or terminate your Service at any time acting reasonably, if you fail to make any payment when it becomes due. During any period of suspension you will remain responsible for all charges under your call plan that would have been payable but for suspension, including without limitation unbilled charges, Equipment payments and other charges all of which immediately become due and payable. You must pay all sums due in full and you cannot set off, deduct or withhold any part of any sum you owe in respect of the Service. We publish all call plans, fees and charges (including details of shipping fees, activation fees, number change fees and applicable early termination charges) at vonage.co.uk. The methods of payment accepted by Vonage are set out on our website at vonage.co.uk. The only permissible method of payment for monthly Service charges is by direct debit. All fees and charges are, unless otherwise stated, exclusive of Value Added Tax ("VAT"). You agree that we shall provide you with an electronic VAT invoice showing the total amount due and the amount of VAT payable.
4.2 If you cancel your direct debit method of payment we may suspend or terminate your Service.
4.3 If payment is by credit card, Vonage reserves the right at any time to stop accepting credit cards from one or more issuers.
4.4 If your direct debit details change you must notify us immediately by calling us on 0207 993 9000 (or such other telephone number as may be posted on our web site from time to time). Failure to do so may lead to suspension or termination of your Service.
4.5 Your initial order for the Service authorises Vonage to charge your debit or credit card. The authorisation will remain valid until 30 days after Vonage receives your written notice terminating Vonage's authority.
4.6 We may suspend or terminate your Service at any time acting reasonably, if you fail to make any payment when it becomes due. You must pay all sums due in full and you cannot set off, deduct or withhold any part of any sum you owe us. We reserve the right to charge for administration costs incurred in recovering any sum you owe us and we reserve the right to employ debt collection agencies, to assign the right to collect your debt or to factor your debt to a third party for collection. Without prejudice to our other rights, we reserve the right to charge daily interest on all outstanding amounts from the due date until payment is received in full at the rate equal to 2% per annum above the Barclays Bank Plc Base Lending Rate as current from time to time whether before or after judgement. Interest shall continue to accrue notwithstanding termination of this Agreement for any cause whatsoever.
4.7 All subscription charges will be billed monthly in advance and all usage-based charges will be billed monthly in arrears, together with and any other charges which Vonage decides to bill in arrears.
4.8 We can change the payment terms for any good reason, for instance, if you do not pay your bills on time.
4.9 You must notify Vonage in writing within 7 days after the date of your Vonage online statement if you dispute any Vonage charges. Billing disputes must be notified to [email protected].
4.10 If you accept an equipment upgrade, special offer, promotion or benefit, such as a free month of service, free installation, a rebate or other incentive, there may be a term commitment associated with the benefit you accepted ("Commitment"). The Commitment will be disclosed as part of the promotion. The Commitment begins on the date you activate the new equipment or accept the special offer, promotion or benefit. If your Service is disconnected prior to the end of the Commitment period, you agree to pay Vonage a recovery fee in an amount equal to the difference between the price you paid and the suggested retail price (SRP) of the goods, service or other benefit you received at the time the Commitment period began. Recovery fees are cumulative and in addition to any other charges or fees you may owe Vonage, including any early termination charges.
4.11 You accept that when you order the Service from us we may carry out credit reference enquiries about you and that we may also carry out identity and fraud prevention enquiries. All information disclosed to us following such enquiries will be protected and kept secure in accordance with our privacy policy. We may also carry out credit reference enquiries about you at any time during which you are a Vonage customer and we may at any time impose a credit limit on your account. We may change any credit limit on your account without prior notice.
5. Permitted Business Use
5.1 You must use the Service for normal and reasonable use in the course of your business ("Permitted Business Use"). If you use the Service otherwise than for Permitted Business Use, we may at our sole option either suspend the Service immediately and offer you an alternative call plan or terminate the Service immediately. In the case of any termination then without prejudice to any other remedy available to us under this Agreement or at law, you will pay to us as liquidated damages for early termination (being a genuine pre-estimate of the loss and damage we would suffer as a result of early termination) the monthly Service charges that would have been payable to us up until the end of the Minimum Term and you will be responsible for paying all charges under your applicable Service plan including without limitation unbilled charges, early termination charges and other charges all of which immediately become due and payable. We shall immediately charge all these amounts to your account. Each of the following will be considered when evaluating whether your behaviour is outside of Permitted Business Use:
5.1.1 persistent use by or for others who do not work in your business;
5.1.2 use by others who are not registered Vonage mobile client users;
5.1.3 frequent changes to telephone numbers registered for use with mobile clients you have registered with Vonage;
5.1.4 operating a call centre;
5.1.5 telemarketing;
5.1.6 resale to others;
5.1.7 auto-dialing or fax/voice blasts;
5.1.8 use without making a live call;
5.1.9 unique numbers called;
5.1.10 different numbers called;
5.1.11 call forwarding/transferring; and
5.1.12 conference calling.
5.2 The examples of behaviour listed in clause 5.1 above are not intended to be exhaustive and we reserve the right to take into account other examples of behaviour that we may determine to be relevant when deciding whether or not your usage constitutes Permitted Business Use.
5.3 The Service is provided primarily for continuous live dialogue between two individuals. Lack of continuous dialogue activity, excessive conferencing or call forwarding will be considered indicators that use may be inconsistent with normal Permitted Business Use by other Vonage customers.
5.4 Some call plans allow for the use of additional devices and clients (such as our softphone client, personal computers, mobile phones, and mobile client phone numbers registered with Vonage or other Equipment) as part of that call plan. If you subscribe to a call plan which permits use of more than one device or client with the same line, your usage will be aggregated and assessed when evaluating whether your usage is outside of Permitted Business Use.
5.5 You may only use the Service for lawful and appropriate purposes. You may not use the Service in any way that is unlawful, fraudulent, improper or inappropriate. You may not use any automated means to manipulate the Service or use the Service to violate any law, rule, regulation or any third party's intellectual property or personal rights.
5.6 We reserve the right to review your account if account usage is outside normal Permitted Business Use standards, impermissible or detrimental to other customers' ability to use the Service or adversely affects our operations.
6. Ownership and Risk
You must take good care of all Equipment we supply to you. You bear all risk of loss or theft of, or damage to, the Equipment.
7. Changing the Agreement
7.1 We may at any time change the terms and conditions of this Agreement, any policy or document referred to in this Agreement, our charges and call plans by sending you an email notification. We shall endeavour to notify you of changes to call plans and charges at least one month before they are due to take effect, however, we may have to make some changes without giving the full one month's notice. You agree that if you use the Service after any changes take effect you will be bound by the changes. You may contact us at any time on 0207 993 9000 (or such other telephone number as may be posted on our web site from time to time) for details of changes to charges and call plans or visit our website at vonage.co.uk.
7.2 With regard to changes to charges and destinations within your calling plan, provided you have not used the Service following any change as described in clause 7.1, you may end this Agreement without incurring any applicable early termination charges if the changes cause you material detriment provided that you will remain liable for all charges due up until the date of termination. To exercise your right of termination you will need first to give us notice by telephoning 0207 993 9000 (or such other telephone number as may be posted on our web site from time to time).
8. Warranty
8.1 We warrant that we shall provide the Service with reasonable skill and care, within a reasonable time and substantially as described in this Agreement. We do not warrant that the provision of the Service will be fault free or uninterrupted but will use all reasonable skill and care to provide and maintain the Service. We do not make any other promises or warranties about the Service. You acknowledge and agree that in entering into this Agreement you do not do so on the basis of, and do not rely on any representation, warranty or other provision except as expressly provided in this Agreement and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Equipment and the Service is made available "as is" for your own use only. Nothing in this Agreement affects your statutory rights.
8.2 We will provide a limited warranty on Equipment covering manufacturing defects subject to the terms of the warranty as provided by the manufacturer of the Equipment. If during the warranty period Equipment supplied by us is faulty because of manufacturing defects you must report the fault by telephoning us promptly on 0207 993 9000 (or such other telephone number as may be posted on our web site from time to time) and we shall replace the Equipment for you provided the faulty Equipment is returned to us (to such address as shall be notified to you by Vonage) within a period of 30 days following the date on which the fault was reported to us. The faulty Equipment must be returned to us in its original packaging with the universal product code or bar code intact. All components, manuals and registration cards must be included. You will be charged for the replacement Equipment (including our delivery costs). The amount charged for the replacement Equipment (excluding our delivery costs) will be credited back to you provided we receive the faulty Equipment within 30 days following the date on which the fault was reported to us and provided further that the fault is not caused by abuse or negligence while in your care.
8.3 Vonage reserves the right to perform, repair and maintenance on or upgrade, update or enhance (collectively "Maintenance") its network infrastructure and the Service with or without notice and without liability, even if Maintenance causes a partial or full disruption of the Service, provided however, Vonage shall use commercially reasonable efforts to perform the Maintenance in a manner so as to avoid unduly interfering with your use of the Service, including by providing reasonable commercial notice where feasible.
9. Liability and Indemnity
9.1 Nothing in this Agreement excludes or limits our liability for death or personal injury caused to you by our negligence, or for any liability that cannot be excluded or limited by law.
9.2 You accept and agree that you will have no claim against us, our suppliers or any third party operator / underlying network access provider if you are unable to access the Service and the exclusions and limitations of liability in this clause 9 shall apply to all claims arising from your use of the Service including claims against our suppliers or third party operators / network access providers.
9.3 We shall not be liable to you or any third party in contract, tort, including any liability for negligence or breach of statutory duty, or otherwise, for any loss of revenue, business, anticipated savings, profits, (whether or not in each case they are considered to be direct or indirect losses) corruption, loss or destruction of data, or for any indirect or consequential loss howsoever arising, or in connection with any computer virus or system failure even if we are expressly advised of the possibility of such damage or loss.
9.4 Except in the case of clause 9.1, our liability to you (if any) for direct loss or damages in contract, tort, including negligence or breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall be limited to the amounts paid by you to us under this Agreement in a calendar year (which shall be calculated by reference to payments actually made and an amount for the remainder of the year shall be calculated on the assumption that the payments will remain at the same monthly level as in the month in which the cause of action accrued).
9.5 In the event of any failure in the Service, Equipment or Software, we shall not be liable to you for any charges incurred by you should you divert your traffic to another provider.
9.6 You will indemnify Vonage from and against any and all loss, damage, costs, expenses, (including reasonable legal fees), claims, demands and actions arising from or related to any breach of this Agreement or any misuse of the Service, Software or Equipment arising from or related to any act, error, omission, fault, negligence or misconduct by you or any user of the Service.
10. Matters Outside Our Control
We shall not be liable to you or be in breach of this Agreement for any delay or failure in performance if such delay or failure is due to a cause beyond our control.
11. Disputes, Number Porting Compensation and Complaints Resolution
Details of our disputes and complaints resolution process, how to claim under our number porting compensation scheme if you are eligible and how a dispute may be handled through an independent Ofcom approved adjudication scheme (if you are a business with 10 or fewer employees) can be found in our Customer Complaints Code.
12. Privacy
We comply with all Applicable Data Protection Laws in the UK and our current Privacy Policy. By entering into this Agreement you confirm that you have read and understood our Privacy Policy and you agree to our using your data as detailed in our Privacy Policy. "Applicable Data Protection Laws" mean all privacy laws applicable to any personal data processed under or in connection with this Agreement, including, without limitation, the General Data Protection Regulation 2016/679 (the "GDPR"), the Privacy and Electronic Communications Directive 2002/58/EC and all national legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority, all as amended, re-enacted and/or replaced and in force from time to time.
13. Licence and Intellectual Property
13.1 Vonage grants to you a personal, limited, revocable, non-exclusive non-transferable and non-assignable licence to use the software in the Service and the Equipment, in object code form only, ('Software') for the purpose for which it is intended solely in connection with the Service and for no other purpose. This licence commences upon Vonage's provision of the Service and terminates immediately upon the expiration or termination of this Agreement for whatever reason. Any attempt to sublicense, assign, or transfer any of the rights, duties or obligations under this licence is void and may result in termination of this Agreement and licence. No other licences or rights to the Software are granted or implied.
13.2 Certain software Vonage provides to you may contain third party software ("Third Party Software"), including open source software. Use of such Third Party Software may be governed by separate copyright notices and licences, which may be found or identified in documentation or on other media delivered with the Third Party Software and which are incorporated by reference into this licence. Notwithstanding any other terms in this clause 13, such provisions shall govern the use of Third Party Software. You agree to comply with the terms and conditions of all end user licence agreements accompanying any Software (including Third Party Software) or plug-ins to such Software distributed in connection with the Service. All end user licences shall immediately terminate on the date that the Service expires or this Agreement is terminated.
13.3 You will not reproduce the Software and you will keep the Software in confidence. You will not undertake, cause, permit or authorise (to the extent that Vonage cannot prohibit such acts by law) any modification, adaption, translation, reverse engineering, hacking, decompiling or disassembling of the Software and Equipment or create any derivative work based thereon or merge or include the Software with or in any other software or otherwise attempt to derive the source code from the binary code of the Software.
13.4 All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") used by Vonage are and shall remain the exclusive property of Vonage throughout the world. Nothing in this Agreement shall grant you the right or licence to use such marks.
13.5 All intellectual property rights in the Service (including the Equipment and Software) remains vested in Vonage or the Equipment manufacturer as applicable and nothing in this Agreement transfers such intellectual property rights to you.
13.6 You agree that the Equipment is exclusively for use in connection with the Service and that Vonage will not provide any passwords, codes or other information or assistance that would enable you to use the Equipment for any other purpose. If you decide to use the Service through an interface device not provided by Vonage (which Vonage reserves the right to prohibit in particular cases or generally), you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and you will indemnify, defend and hold harmless Vonage from and against any and all liability arising out of your use of such interface device with the Service.
14. Customer Data, Suggestions and Feedback
14.1 You hereby grant to Vonage a non-exclusive, non-transferable (except in connection with any assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data, solely to the extent necessary to provide the Service to you. In the event that you provide Vonage with suggestions, enhancement requests, recommendations, proposals, documents, or other feedback with respect to the Service (collectively, "Suggestions"), you grant to Vonage and its affiliates a royalty-free, worldwide, irrevocable, perpetual license to use, modify, and distribute such Suggestions in connection with efforts to improve, enhance or modify the Service without compensation or attribution to you of any kind. For the purposes of this Agreement, "Customer Data" means any data, information or other materials of any nature whatsoever generated by you, or provided to Vonage by or through you, in the course of implementing or using the Service.
14.2 In the event Vonage is providing voicemail recording, call recording, or other such ancillary service, all of the Customer Data, including all recordings, will be deleted on or after the effective date of termination or cancellation. In the event that your account is terminated (whether by you or due to termination of the Service), the Customer Data associated with your account and related ancillary services will be deleted. Each voicemail message recorded by Vonage shall be retained for a minimum of 30 days from the date the message was recorded except where you delete the recording. Vonage retains the right to purge all voicemail messages after this minimum retention period.
14.3 There are laws in the United Kingdom governing call recording and call monitoring. You should obtain your own legal advice as to whether you are permitted to record telephone calls, and if so, what notification you are required to include on the call and what consent you must obtain.
15. Voice-to-Text and Text-to-Voice Limitations
15.1 The Service may provide a function that allows voicemails to be converted to text and vice-versa. You understand and agree that Vonage's voice-to-text ("VTT") and text-to-voice ("TTV") features may not accurately transcribe voicemails or articulate text messages, respectively. You are solely responsible for checking the original message and verifying the accuracy of the message when using any VTT or TTV features. Vonage expressly disclaims all liability with respect to the conversion of voicemails to text or vice-versa.
15.2 When processing personal data in connection with your use of the Service, Vonage and you agree that Vonage acts as a data processor and you act as a data controller. Accordingly, in such circumstances, Vonage shall act only on your instructions (which shall include the express terms of this Agreement). Vonage's Privacy Policy describes the technical and organisational measures which Vonage observes to protect your personal data. As data controller, you shall be responsible for ensuring that Vonage's use of personal data in connection with your use of the Services is compliant with Applicable Data Protection Laws.
16. Set Up and Onboarding
16.1.1 Where you request and we provide you with on site or remote Service delivery onboarding and set up activities you will be responsible for ensuring the following:
16.1.2 You will designate a contact person who will be responsible for handling all arrangements with us regarding Vonage carrying out its onboarding and set up activities.
16.1.3 You will ensure an adequate power supply and broadband connectivity at the time Vonage carries out its onboarding and set up activities.
16.1.4 You will permit (or procure permission for) us to have access to your premises, equipment and systems during our normal working hours so that we can carry out our onboarding and set up activities.
16.1.5 You will, at our request, make available to us all necessary documentation and systems data relating to your premises, equipment, systems, connectivity and communications requirements and provide suitable qualified staff familiar with your premises, equipment, systems, connectivity and communications requirements who will fully co-operate with us. With respect to any information, documents and materials that we require from you to assist us in providing onboarding and set up services, you will exercise due care to ensure that such information, documents and materials are accurate and contain no manifest errors or anomalies. You will inform us promptly in the event that you discover any error, omission or anomaly in any such information, document or material at any time.
16.1.6 You will provide a suitable and safe working space and facilities to enable us to carry out our onboarding and set up services and you will comply with your obligations under Health and Safety legislation and regulations at all times.
16.1.7 You will take all reasonable precautions to ensure suitable environmental conditions and facilities are in place to enable us to carry out our onboarding and set up activities.
16.2 Without prejudice to your obligations under this Agreement, you will effect and maintain with reputable insurers such policy or policies of insurance as may be necessary to cover your obligations and liabilities under this Agreement.
16.3 Where as part of our onboarding and set up activities we provide a network connectivity audit or site survey you understand and accept that we can only survey, test and audit your equipment, systems, connectivity and communications requirements according to the environment and criteria apparent and present at the time we carry out such survey, test and audit activities. If circumstances and parameters relating to your environment, equipment, systems, connectivity and communications requirements change after we have carried out our survey, tests and audit activities (or if your communications usage changes, for example by increased traffic loads from those at the time of our survey, testing and audit), we shall not be responsible for our survey, testing and audit results. We do not warrant that any survey, test and audit carried out by us will ensure the provision of the Service will be fault free or uninterrupted.
16.4 If we are unable to gain access to your premises, equipment and systems or if we cannot complete our onboarding and set up activities for any reason due to circumstances beyond our control we reserve the right to charge you for any abortive session(s) and to charge for any subsequent onboarding and set up activities.
16.5 We shall have no responsibility for carrying out and completing any onboarding and set up activities where we are prevented from doing so due to circumstances beyond our control including but not limited to any third party services, systems, connectivity, equipment or power supplies not functioning correctly or at all and not supplied by Vonage.
17. General
17.1 We can record any conversations between you and our staff.
17.2 If we fail to enforce a right under this Agreement, that failure will not prevent us from enforcing other rights or the same type of right on a later occasion.
17.3 If a clause or condition of this Agreement is not legally effective, the remainder of this Agreement shall be effective. We can replace any clause or condition that is not legally effective with a clause or condition of similar meaning that is.
17.4.1 Except as specified in clause 17.4.2 below, nothing in this Agreement confers on any third party any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
17.4.2 Vonage may use or rely on one or more manufacturers, vendors, suppliers, licensors, service providers, and/or equipment providers or equipment lessors whose products, equipment and/or services include, or are provided in conjunction with, or incorporated into, the Service and/or the Software and Equipment ("Third-Party Services"). Such Third Party Services may also be provided under Vonage trademarks or otherwise branded as a Vonage Service. Each provider of such Third-Party Services (a "Third-Party Service Provider") is expressly made a third party beneficiary under this Agreement and shall have the right to enforce the terms and conditions of this Agreement respecting any terms affecting such Third-Party Service Provider as if such Third-Party Service Provider were a party to this Agreement. No other third party beneficiaries of this Agreement are intended by the parties. Further, Third-Party Services may be governed by separate legal terms and conditions, which may be found or identified in documentation or on other media delivered with the Third-Party Services and which are incorporated by reference into this Agreement and shall govern the use of Third-Party Services. You agree to comply with such terms and conditions of all Third-Party Services and Third-Party Service Providers. Any non-compliance with terms and conditions of Third Party Service Providers shall be considered non-compliance with this Agreement.
17.5 You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent.
17.6 Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding termination or expiry of this Agreement.
17.7 This Agreement represents the entire agreement and understanding between us in relation to the subject matter hereof and supersedes all prior understandings and representations, whether written or oral. This clause shall not affect the parties' rights and remedies in respect of any fraudulent misrepresentation.
17.8 This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.
17.9 We shall not be liable to you for any loss or damage due to any cause beyond our reasonable control such as failure or shortage of power supplies, acts or omissions of other communications providers or systems suppliers, compliance with any regulation, law or court order, acts or omissions of local or central government or other competent authorities.
17.10 The parties acknowledge that the provisions of this Agreement are no more extensive than the parties consider reasonable to protect each party's legitimate business interests. If any court or tribunal of competent jurisdiction shall determine that the scope of this Agreement is broader than is enforceable, the parties agree that this Agreement shall be deemed modified to be only so broad as shall be enforceable.
17.11 Any telephone notice under this Agreement from you to us shall be made by calling us on 0207 993 9000 (or such other telephone number as may be posted on our web site from time to time). Any written notice under this Agreement from you to us shall be sent by email to [email protected]. Any notice under this Agreement from us to you shall be sent by email to your current email address registered with us.
17. More About Us
The following information is required by the Electronic Commerce (EC Directive) Regulations 2002. vonage.co.uk is provided by Vonage Limited c/o Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW. Contact us at vonage.co.uk. VAT registration number 840 9097 16.
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