The legal stuff
Here at VOOT we like to keep things simple. However there are times when we need to protect ourselves and you, our customer, and this is why its necessary for us to have the following terms and conditions.
Please note that our business partners also have their own terms and conditions, which you need to be aware of too. These can be found by clicking the links on their logo's below...
If you wish to discuss these, please don't hesitate to ask.
1. Definitions
1.1 In this agreement the following terms shall have the following meanings:
“Agreement” means the Order Form and these terms and conditions;
“Cancellation Form” means the form provided to the Customer by The Service Provider upon receiving a request from the Customer to cancel any or all Services;
“CPI” means the consumer prices index issued by the office of national statistics;
“Customer” means the person or entity whose details are set out on the Order Form;
“Customer Equipment” means any telecommunications apparatus or system owned or controlled by the
Customer;
“Order Form” means the request for services attached;
“Microenterprise or Small Enterprise Customer” means a Customer for which not more than 10 individuals work (whether as employees or volunteers or otherwise), as defined in the Ofcom General Conditions of Entitlement;
“Minimum Term” unless otherwise set out on the Order Form means a period of 12 months;
“Not for Profit Customer” means a Customer, which is a body for which no more than 10 individuals work (whether as employees or otherwise but excluding volunteers) and which, by virtue of its constitution or any enactment:
(a) is required (after payment of outgoings) to apply the whole of its income, and any capital which it expends, for charitable or public purposes; and
(b) is prohibited from directly or indirectly distributing among its members any part of its assets (otherwise than for charitable or public purposes);
“Service(s)” means everything listed under the heading ‘Services’ on the attached Order Form;
“Service Equipment” means the electronic communications equipment The Service Provider may from time to time install or provide at the Customer’s premises for the purposes of providing the Service(s);
“The Service Provider” means Voot Telecom Limited;
“VoIP” means voice over internet protocol, which is the transmission of voice and multimedia content over an internet connection; and
“Writing”, “written” and “letter” include email, which may be used by either party for any communications.
2. Acceptance
2.1 This Order Form shall be binding on The Service Provider only after it indicates its acceptance by sending out a welcome letter to the Customer or commences provision of the Service(s) whichever is the earlier. Prior to acceptance the Customer agrees that The Service Provider may carry out such credit checks as it deems necessary pursuant to clause 7.3.
3 Service Levels
3.1. The Service Provider agrees to provide the Service(s) to the Customer and the Customer agrees to use the Service(s) on the terms set out in this Agreement.
3.2. The Service Provider shall provide the Service(s) with the reasonable skill and care of a competent telecommunications service provider.
3.3. The Service Provider shall use reasonable endeavours to ensure that the Service(s) is available for use by the Customer but owing to the nature of telecommunications networks it is impossible to guarantee a fault free Service(s) and the quality of the Service(s) depends on both the quality and availability of other telecommunications networks across which cells or data are transmitted.
3.4. Any faults in the Service(s) must be reported to The Service Provider on the telephone number shown on the Order Form. The Service Provider shall aim to comply with the quality of service levels set out in paragraph 3.5 below.
3.5. Standard Care will provide cover between 09.00- 17.30 Monday to Friday (excluding public and bank holidays) The Service Provider aims to respond to a fault report received before 17.00 hours on one working day by the end of the next working day. Where a fault is reported outside of the above or after 17.00 hours, the fault will be treated as if it has been reported at the beginning of the next working day. Work on fault repair will only be carried out during the above hours. Total Care details and costs are available on request.
3.6 The Service Provider may change the Service(s) for operational reasons including a change to the code or telephone number used by the Customer or to change any technical or software specification of the Service(s) provided any change to the technical or software specification does not materially affect the performance of the Service(s).
3.7 Where the Customer purchases equipment outright from The Service Provider rather than paying a monthly rental, and as such the equipment becomes the property of the Customer, this equipment is subject to the manufacturer’s warranty only. The Service Provider is not responsible for repair or replacement of such equipment.
4 Access and Installation
4.1. The Customer shall at its own expense in advance of any installation work:
4.1.1. Obtain all necessary licences or consents, including consents for any alterations to buildings to allow the installation of the Service Equipment;
4.1.2. Provide sufficient approved electricity connection points for the Service Equipment in close proximity to the Service Equipment;
4.1.3. Provide an appropriate environment for installation of the Service Equipment in accordance with the requirements notified to it by The Service Provider and carry out afterwards any making good or decorator’s work required.
4.2. The Service Provider or its appointed sub-contractors shall deliver and install any Service Equipment required for provision of the Service(s) at the Customer’s premises. The Service Provider shall use its reasonable endeavours to deliver and install the Service Equipment by such date as is advised, however, any delivery date specified shall be an estimate only. The Service Provider accepts no liability for failure to meet the delivery date.
4.3. The Service Equipment shall at all times remain the property of The Service Provider or its sub-contractors. On termination of this Agreement and/or the Services, the Customer shall return the Service Equipment in reasonable condition (save for fair wear and tear), at the Customer’s cost. The Service Provider reserves the right to charge for any damage to or loss of the Service Equipment. In the event the Customer does not return the Service Equipment, the Customer grants the Service Provider, its agents and employees an irrevocable licence, at any time, to enter any premises where the Service Equipment are or may be stored in order to recover them or the Service Provider may in its sole discretion, charge the Customer the replacement cost of the Service Equipment.
4.4. The Customer must not add to, modify or in any way interfere with the Service Equipment, nor allow anyone else other than someone authorised by The Service Provider to do so. The Customer shall be liable for any loss or damage to the Service Equipment except where such damage is due to fair wear and tear or is caused by The Service Provider or anyone acting on The Service Provider’s behalf.
4.5. The Customer must grant The Service Provider and its sub-contractors access to its premises at any agreed time during 08.00 to 18.00 Monday to Friday (excluding public holidays) (“Working Hours”) and The Service Provider may, on reasonable notice or if the Customer has selected the Total Care level of service, require access to the Customer’s premises outside Working Hours. Any work carried out by The Service Provider outside the Working Hours other than under the Total Care fault repair service shall be subject to additional charges. The Customer may be required to designate a named individual to be available if The Service Provider or its sub-contractors require access to the premises. If no such person is available or is not present at the premises, then The Service Provider shall have no liability to the Customer for non-performance of its obligations under this Agreement.
4.6 The Customer shall provide a suitable and safe working environment for The Service Provider and its subcontractors. The Service Provider and its sub-contractors shall comply with the Customer’s reasonable site regulations previously notified to The Service Provider in writing. The Service Provider shall not be liable for any breach of this Agreement which arises as a result of conflict between any such site regulations and this Agreement.
5 Use of the Service(s)
5.1. The Customer shall ensure that the Customer Equipment is in proper working order and complies with all applicable standards and approvals for network connection. Customer Equipment must be used in accordance with any published instructions, safety and security procedures applicable to the use of that equipment.
5.2. The Customer shall ensure that the Service(s) is not used either by the Customer or any third party for any fraudulent, criminal, defamatory, offensive, obscene, indecent or abusive purpose (including menacing, nuisance, or hoax calls) or so as to constitute a violation or infringement of the rights (including intellectual property rights) of The Service Provider or any third party or bring the Service Provider’s reputation into disrepute. The Customer hereby undertakes to comply with all applicable laws, regulations, conditions of entitlement and guidelines and all reasonable instructions of The Service Provider in relation to its use of the Service(s) and the Service Equipment. The Customer shall not use the Service(s) in a manner in which, in The Service Provider’s reasonable opinion, could materially affect the quality of any electronic communications service over a public electronic communications network, including the Service(s).
5.3. The Service Provider shall have the right to recover all reasonable costs incurred in investigating or remedying any fault with the Service(s) where it is caused by the Customer’s negligence or default or by the Customer Equipment or where the fault does not lie with The Service Provider or any Service Equipment.
5.4. The Customer acknowledges that it does not own the telephone number(s) and that it may not transfer the telephone number(s) without the permission of The Service Provider. Unless the Customer elects otherwise The Service Provider shall use its reasonable endeavours to publish the telephone number and the Customer’s details in a telephone directory and will make such details available to directory enquiry services.
5.5. The Customer shall indemnify The Service Provider against any claims or legal proceedings which are brought against The Service Provider or its sub-contractors because the Service(s) is used in breach of the restrictions set out in this paragraph 5.
5.6. The Customer may request changes to features of the Service(s) by completing a change request form. If the Customer wishes to change the type of Service supplied it will be required to separately order such Service(s) and to enter into a new agreement for the supply of that different Service(s). In the event that The Service Provider or its sub-contractors supply software to the Customer for use in conjunction with the Service(s), The Service Provider grants the Customer a non-exclusive, non-transferable licence for the use of such software for the duration of this Agreement. Except as permitted by law, the Customer is not permitted to copy, de-compile or modify the software, nor copy the manuals or documentation supplied with such software.
6 Payment
6.1. The Customer shall pay the charges for the Service(s) from the date the Service(s) is first made available and as set out in the Order Form or as otherwise set out in The Service Provider current tariff from time to time (a copy of which is available on request). All prices are index based and will increase by CPI + 3.9% from 1 April every year, using the CPI rate relating to the previous January. All prices are subject to change, in addition to index-based increases, upon The Service Provider giving not less than 20 days prior written notice to the Customer. All prices are exclusive of value added tax.
6.2. All sums due to The Service Provider under this Agreement shall be paid in full by the Customer without any set off whatsoever.
6.3 The Customer shall be invoiced monthly in advance access circuit charges and in arrears for call charges by The Service Provider for charges under this Agreement plus value added tax. The Customer shall pay invoices in full within 10 working days of the invoice date to Blizzard Utilities Limited who are solely entitled to receive payment under this Agreement. The time of payment of all sums due to The Service Provider under this Agreement shall be of the essence. If payment in full is not received by The Service Provider upon the due date, The Service Provider shall be entitled to levy an interest charge on any unpaid overdue balance at a rate of 8% above the base rate for the time being of the Bank of England. Interest will be charged on a daily basis. Invoices paid by means other than direct debit shall be subject to an additional £5 monthly charge.
6.4. All charges payable under this Agreement shall be calculated by reference to data recorded or logged by The Service Provider or its sub-contractors and not by reference to data recorded or logged by the Customer.
6.5. Subsequent to carrying out a credit check pursuant to paragraph 7.3, The Service Provider may require a cash deposit or bank guarantee to cover charges which The Service Provider might reasonably expect the Customer to incur under the Agreement or may place a limit on the Customer’s account for charges that can be accumulated by the Customer before payment is received by The Service Provider in respect of provision of the Service(s).
6.6. Where the Customer fails to comply with paragraph 4.1, or The Service Provider is not able to access the Customer’s premises to carry out installation work or fault repair work then The Service Provider may charge the Customer for an aborted visit at the rate of £500 (plus VAT) per day or part day as such rate may be varied by The Service Provider tariff from time to time.
7. Provision of Information and Data Protection
7.1. The Customer undertakes promptly to provide The Service Provider free of charge, with all information and cooperation as The Service Provider may reasonably require to enable it to proceed without interruption with the performance of its obligations under this Agreement.
7.2. The Service Provider undertakes to keep any personal data it obtains in the performance of its obligations under this Agreement in accordance with relevant data protection legislation and not to use or disclose such information for any unlawful purpose. The Customer gives general authorisation to the Service Provider to share personal data with sub-contractors under this Agreement.
7.3. The Service Provider reserves the right to carry out a credit check against the Customer and may register information about the Customer and the Customer’s account with credit reference agencies. The Service Provider and other parties may use this information to make credit decisions. This information may also be used to prevent fraud and to trace debtors.
7.4 Where the Customer is a limited company, The Service Provider may use the Customer’s email address and phone number provided to contact them about related products and services.
8 Liability
8.1. Nothing in this Agreement shall exclude or restrict The Service Provider’s liability for death or personal injury resulting from the negligence of The Service Provider or its employees while acting in the course of their employment or for fraudulent misrepresentation or for any other liability that cannot by law be excluded.
8.2. Subject to paragraph 8.1, The Service Provider’s total aggregate liability to the Customer in respect of all causes of action arising in each calendar year in contract, tort (including negligence) or otherwise in connection with this Agreement shall be limited to 125% of the total charges paid or payable by the Customer for the Service(s) in such calendar year but shall not exceed £20,000 in total.
8.3. Subject to paragraph 8.1, The Service Provider shall not be liable to the Customer in contract, tort, breach of statutory duty or otherwise, including any liability in negligence for any of the following; (a) Ioss of revenue (including anticipated revenue); (b) loss of business; (c) loss of data; (d) loss of profit (including anticipated profit); (e) loss of any anticipated savings; (f) loss of time; (g) wasted expenditure; (h) loss of opportunity or (i) any indirect or consequential loss.
8.4. The Service Provider shall not be liable for failure to perform any of its obligations under this Agreement if it is prevented from doing so by any circumstances beyond its reasonable control, including, but not limited to, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (including industrial disputes involving The Service Provider or its sub-contractors’ own employees where that industrial dispute is beyond the reasonable control of that party), act of God, act of terrorism, subsidence, national or local emergency, statutory obligation, or acts or omissions of local or central government or other competent authorities or persons for whom The Service Provider is not responsible or events beyond the reasonable control of The Service Provider’s suppliers including the acts or omissions of third party telecommunications network operators.
8.5. In the event of any failure in the Service(s), The Service Provider shall not be liable to the Customer for any charges incurred by the Customer should the Customer divert its call traffic to another service provider unless specifically requested to do so by The Service Provider.
8.6. Each of the above provisions excluding or limiting liability shall operate separately.
9 Suspension of Service(s)
9.1. Without prejudice to its other rights under this Agreement, The Service Provider may at its sole discretion elect to immediately suspend the provision of the Service(s) until further notice without liability to the Customer on notifying the Customer either orally (confirming the same in writing) or in writing in the event that:
9.1.1. The Customer is in breach of any term of this Agreement;
9.1.2. The Customer prevents or delays any prearranged maintenance or fault repair work from being carried out;
9.1.3. The Customer is suspected, in The Service Provider’s reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the Service(s) and/or the Customer brings or in The Service Provider’s reasonable opinion is likely to bring The Service Provider into disrepute;
9.1.4. The Service Provider is obliged to do so in order to comply with an order, instruction or request of any government, emergency service organisation or other competent authority;
9.1.5. Operational reasons (such as maintenance or service upgrades) require such suspension or because of an emergency (in which case no written notice shall be required);
9.1.6 In the event that any of the events set out in paragraph 10.6 occurs;
9.1.7. The Customer charges have reached the limit set under paragraph 6.5; or
9.1.8. The Customer fails to make any payment when it becomes due to The Service Provider.
9.2. The Customer must continue to pay the charges for the Service(s) during any suspension up to the date of termination.
10.Term and Termination
10.1. This Agreement shall start on the date that The Service Provider first makes the Service(s) available to the Customer and shall remain in effect for the Minimum Term and thereafter for further periods of one year (Extension Term) unless and until terminated in accordance with this paragraph 10. On termination of this Agreement for whatever reason the Service(s) may be disconnected unless the Customer makes alternative arrangements with another provider of Service(s).
10.2 Upon disconnection of any Service(s), the Customer may incur disconnection charges passed through from our suppliers.
10.3 In order to request the cancellation of any Service(s), an authorised representative of the Customer must request cancellation by email to cancellations@billhub.com or by post to Cancellations, 7 Grovelands, Boundary Way, Hemel Hempstead, HP2 7TE, and subsequently complete the Cancellation Form provided. Requests or instructions sent to any other email address, or given over the phone, or given by anyone other than an authorised representative of the Customer, or given without a completed Cancellation Form, will not constitute an adequate cancellation request and The Service Provider is not required to act upon it.
10.4. Where the Customer is a Microenterprise or Small Enterprise Customer or a Not for Profit Customer, each party may terminate this Agreement on not less than 30 days’ notice in writing to expire at the end of the Minimum Term or on a rolling monthly basis for any Extension Term thereafter.
10.5 Where the Customer is not a Microenterprise or Small Enterprise Customer, and not a Not for Profit Customer, each party may terminate this Agreement on not less than 90 days’ notice in writing to expire at the end of the Minimum Term, or on not less than 30 days’ notice in writing to expire at the end of each Extension Term.
1 0.6. Without prejudice to its other rights under this Agreement, The Service Provider may terminate this agreement immediately if:
10.6.1. The Customer has committed a material breach of this Agreement which is incapable of remedy or in the case of a remediable branch, the Customer fails to remedy within a reasonable time of having been requested to do so by The Service Provider;
10.6.2. The Customer is repeatedly in breach of this Agreement;
10.6.3. Any contract upon which The Service Provider relies for the provision of the Service(s) is terminated (for whatever reason);
10.6.4. The site at which the Service(s) is provided is demolished;
10.6.5. The Customer is the subject of a bankruptcy order, or becomes insolvent, or makes and arrangement or composition with or assignment for the benefit of its creditors, or goes in into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over all or any of its assets or ceases to carry on business; or
10.6.6. The Customer’s financial position deteriorates so far as to reasonably justify The Service Provider’s opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
10.7. Without prejudice to its other rights, The Service Provider shall have the right immediately to terminate this Agreement by notice in writing where the Customer fails to make any payment when it becomes due to The Service Provider.
10.8. On termination of this Agreement, the Customer shall ensure that The Service Provider is supplied with prompt access to remove any Service Equipment supplied. Where this Agreement is terminated prior to the end of the Minimum Term, other than for breach by The Service Provider, the Customer shall pay The Service Provider:
10.8.1. Any outstanding charges due from the date of termination up to the end of the contracted period described in paragraph 10.1;
10.8.2. The cost for the de-installation of the Service Equipment; and
10.8.3. The sum equal to 20% of the average monthly call spend for the period up to the date of termination multiplied by the number of months remaining in the contracted period described in paragraph 10.1.
10.9. On termination, any consequential reprogramming of the Customer Equipment shall be the Customer’s responsibility and at the Customer’s cost. The Service Provider is not responsible for any redecorating work at the Customer’s premises.
10.10. On termination the provisions of paragraphs 1,4.3 to 4.6,6,8,9,10.8,10.9,12.4,12.5 and this paragraph 10.10 shall continue to apply.
11. Emergency Service Calls
11.1. By signing this Agreement, the Customer acknowledges the following regarding VoIP originated emergency service calls: VoIP services support 999/112 emergency call services and such calls will be routed to the national emergency call handling agents. However, these services do not operate in the same way as PSTN fixed line 999/112 public emergency call services and connection to such services may not be possible in the event of a service outage caused by loss of the Customer’s connectivity to the internet for whatever reason. In such circumstances the Customer should use their PSTN line or a mobile phone to make the emergency call. Furthermore, it may on occasions not be possible for emergency services personnel to identify the Customer's location and telephone number so this information should be stated promptly and clearly by the Customer when making such a call.
12. General
12.1. The Customer may not assign or transfer this Agreement or any of its rights under it without The Service Provider’s prior written consent. The Service Provider may assign any or all of its rights and obligations under this Agreement by giving not less than 30 days’ notice in writing to the Customer. If The Service Provider is unable for any reason to fulfil its obligations under this Agreement, or if a liquidator, administrator or receiver is appointed over The Service Provider, all of The Service Provider’s rights and obligations under this Agreement shall automatically be deemed to be assigned to Blizzard Telecom Ltd.
12.2. Any notice, invoice or other document which may be given by either party under this Agreement shall be deemed to have been given if left at, or sent by post, email, or fax transmission to an address notified by the other party in writing as an address to which notices or other documents are to be sent. The Service Provider’s address for service of any notice shall be such address as appears on the last invoice sent to the Customer or such other address as may be notified in writing by The Service Provider for that purpose. Unless otherwise notified by the Customer, the Customer’s address for service shall be the address set out on the Order Form and notices sent to that address shall be deemed duly served.
12.3. The Service Provider may change this Agreement at any time by giving 30 days’ notice in writing provided that any change shall not materially affect the Service(s) or the performance of the Service(s) except insofar as it is reasonable to do so.
12.4. If any provision of this Agreement is found to be invalid, unlawful or unenforceable in any respect, the remaining provisions shall continue to apply to the fullest extent permitted by law.
12.5. Failure by either party to exercise or enforce any right under this Agreement shall not be treated as a waiver of that right and shall not prevent that right or any other right being exercised or enforced on a later occasion.
12.6. This Agreement and any documents referred to in it, including, but not limited to, The Service Provider tariff, together represent the entire agreement and understanding of the parties with respect to their subject matter and supersede all prior understandings and representations (other than fraudulent misrepresentations), whether written or oral and this Agreement may only be modified if such modification is in writing and signed by The Service Provider and the Customer.
12.7. The parties do not intend that any term of this Agreement should be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone else.
12.8 This Agreement shall be governed by English law and the parties agree to submit any dispute to the exclusive jurisdiction of the English court.