Terms and Conditions
. Scope of Agreement
This contract is for the provision of services, which may include but are not limited to telephone services, hardware, IT support, mobile telephone services, connectivity solutions, and any other related services provided by the Company.
The Company agrees to provide these services under the terms and conditions outlined in this agreement. Any additional services agreed upon will be detailed in Schedule 1 to this agreement. The Customer agrees to appoint the Company to provide the agreed services and commits to making payment in full as per the terms of this agreement.
. Term of the Agreement & Termination
This agreement (the “Term”) shall commence on the date of signing and will remain in force for an initial period of 24 months.
Thereafter, the agreement will automatically renew for further 12-month periods, unless terminated by either party in accordance with this section.
The Customer must provide written notice to terminate before the end of the initial period. If no termination notice is received, the contract will roll over for a further 12 months.
The Company may terminate the agreement by providing written notice to the Customer at least 30 days before the renewal date.
If the Customer breaches a material provision of this agreement, the Company reserves the right to terminate the contract immediately and seek indemnification for reasonable damages. This agreement may also be terminated by mutual written consent of both parties.
Notice of Termination:
All termination notices must be sent in writing to the Company’s address:
First Floor, Unit 2, Bridge View, Henry Boot Way, HU4 7DZ.
If effective termination is not given within the required period, the Customer remains liable for all charges, including those for hardware, support services, and connectivity, for the subsequent contract period (12 months).
. Payment Terms
The Customer must pay for all services provided by the Company, including but not limited to telephone services, hardware, IT support, and mobile services.
Payments must be made via monthly Direct Debit on or around the 7th of each calendar month. Line rental, hardware costs, and support charges must be paid monthly in advance, while usage based charges (e.g., call charges, mobile data usage) are billed monthly in arrears.
All invoices must be paid in full, without any deductions or offsets.
Any invoice disputes must be raised within 14 days of receipt, after which they will be deemed accepted.
Late Payment Fee:
If payment is not received within the 14-day period, we reserve the right to charge a late payment fee of £20. This fee will be added to the outstanding balance.
Direct Debit Requirement:
Customers are encouraged to pay via Direct Debit. For customers who do not pay by Direct Debit, a £5 administration fee will be applied to each invoice.
Export Fee:
Any telephone number exported from our system is subject to a £25 charge per number. Doc ID: 6b62442d5b1855373b389d4343df27a8dbc4a525
Non-Payment & Service Suspension:
If a Direct Debit payment is missed, the Company reserves the right to withhold some or all services.
If non-payment continues for 28 days or more, the Company may terminate all services immediately without further notice.
If services are suspended due to non-payment, the Company is not liable for any resulting loss of business or damages incurred by the Customer.
The Customer remains fully responsible for all outstanding payments. The Company may, at its discretion, reinstate services if payments are brought up to date.
. Limitation of Liability
The Company’s total liability to the Customer, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Customer under this agreement in the 12 months prior to the event giving rise to the claim.
The Company shall not be liable for any indirect, consequential, or incidental damages, including but not limited to loss of profits, business interruption, or data loss.
. Indemnification
The Customer agrees to indemnify and hold harmless the Company, its employees, and affiliates from and against any claims, liabilities, damages, losses, or expenses (including legal fees) arising out of or in connection with the Customer’s use of the services, breach of this agreement, or violation of any applicable laws or regulations.
. Service Level Agreements (SLAs) and Disclaimers
The Company makes no warranties, express or implied, regarding the services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company shall not be liable for any service interruptions caused by factors beyond its reasonable control, including but not limited to third-party provider failures, network issues, or force majeure events.
. Data Protection and Compliance
The Customer is solely responsible for ensuring compliance with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR).
The Customer agrees to indemnify the Company for any claims, fines, or penalties arising from the Customer’s failure to comply with such laws.
The Company shall not be liable for any loss, corruption, or misuse of the Customer’s data. . Right to Suspend or Terminate Services
The Company reserves the right to suspend or terminate services immediately, without notice, if the Customer breaches any material term of this agreement, fails to make payments, or engages in illegal, fraudulent, or harmful activities.
The Customer remains liable for all fees and charges during the suspension or termination period. . Audit Rights
The Company reserves the right to audit the Customer’s use of the services at any time to ensure compliance with this agreement.
The Customer agrees to provide all necessary access and information to facilitate such audits. . Non-Solicitation
During the term of this agreement and for a period of 12 months following its termination, the Customer agrees not to solicit, hire, or engage any employees or contractors of the Company without prior written consent.
. Dispute Resolution and Arbitration
Doc ID: 6b62442d5b1855373b389d4343df27a8dbc4a525
Any disputes arising out of or in connection with this agreement shall be resolved through binding arbitration in accordance with the rules of [Arbitration Body].
The arbitration shall take place in [Location], and the governing law shall be that of England and Wales.
The parties agree to waive their right to pursue disputes in court, except for claims requiring injunctive relief.
. Right to Amend Terms
The Company reserves the right to amend these terms and conditions at any time. The Customer will be notified of any changes in writing, and continued use of the services after such notice constitutes acceptance of the amended terms.
. Hardware and Software Ownership
All hardware, software, and intellectual property provided by the Company remain the property of the Company unless otherwise agreed in writing.
Upon termination of this agreement, the Customer must return all equipment in good condition, reasonable wear and tear excepted.
. Customer Responsibilities
The Customer is responsible for:
- a) Providing accurate and complete information required for the provision of services; b) Maintaining the security of access credentials and notifying the Company immediately of any unauthorized use;
- c) Ensuring compliance with all applicable laws and regulations in the use of the services. . Third-Party Services Disclaimer
The Company is not responsible for any third-party services, products, or software used in connection with the services provided under this agreement.
The Customer assumes all risks and liabilities associated with the use of such third-party services. . Confidentiality
The Customer agrees to maintain confidentiality regarding any proprietary or sensitive business information obtained during the course of this agreement.
This includes, but is not limited to, pricing structures, operational processes, software, and technical information related to the Company’s services.
The confidentiality obligations will remain in effect even after the termination of this agreement. . Ownership of Intellectual Property & Return of Equipment
Any intellectual property, software, or hardware configurations developed under this agreement remain the sole property of the Company.
The Customer is not permitted to use, modify, or redistribute any intellectual property beyond the agreed scope of this contract.
Upon termination, the Customer must return all hardware, documentation, and Company-owned equipment in good condition.
. Service Notices & Communications
Any formal notices related to billing, service issues, or contract changes must be submitted in writing and sent to the Company’s registered address.
The Customer agrees to comply with any additional terms supplied by the Company regarding specific services provided under this agreement.
. Modifications & Amendments
Any amendments or modifications to this agreement must be agreed upon in writing and signed by both parties.
. Governing Law
This agreement is governed by and construed in accordance with the laws of England and Wales. Doc ID: 6b62442d5b1855373b389d4343df27a8dbc4a525
If any clause is deemed invalid or unenforceable, the remaining terms will continue in full force. . Force Majeure
The Company shall not be liable for failure to deliver services if prevented or delayed by events beyond its control, including:
Industrial disputes (e.g., strikes, lockouts)
Utility service failures
Natural disasters (e.g., floods, fires, storms)
Government regulations, legal compliance, or supplier defaults
. Annual Price Adjustment
The Company reserves the right to adjust service charges annually in line with the Retail Price Index (RPI).
Any changes will be communicated at least 30 days in advance.
Example: If RPI is 5%, a £25 monthly fee would increase to £26.25.
. Assignment & Transfer of Agreement
The Customer may not transfer this agreement to another party without written consent from the Company.
The Company retains the right to assign or subcontract any part of its obligations without prior consent.
. No Partnership or Agency
This agreement does not create a partnership or agency relationship between the Company and the Customer. Neither party may act on behalf of the other.
. Cancellation Policy (14-Day Cooling-Off Period)
The Customer may cancel this agreement within 14 days of signing, for any reason, by
emailing help@openvoip.co.uk.
. Third-Party Rights
No third party shall have rights to enforce the terms of this agreement.
. Publicity & Announcements
Neither party shall make public statements about this agreement without prior written approval, except where required by law.
. Notices & Communications
Any formal notice to the Company must be in writing and signed by the Customer.
Notices are deemed received as follows:
Hand-delivered: Upon delivery
First-class mail: Within 2 business days
Via email: help@openvoip.co.uk
Recorded delivery: Upon signed receipt
This does not apply to legal proceedings or arbitration matters.
Agreement Summary
By signing this agreement, the Customer acknowledges and agrees to the terms outlined above, covering all services provided by the Company, including telephone, hardware, IT support, mobile services, and any future offerings.
Continued Services Following Expiry or Termination
Where the Customer’s minimum contractual term expires, or the Customer gives notice to terminate any Service, the contractual pricing applicable during the minimum term will cease on the effective expiry or termination date.
If, at the Customer’s request or for the purpose of maintaining service continuity, number portability or migration to another provider, Open VoIP continues to provide any Service after that date, the continued Service will be supplied on a rolling monthly basis at Open VoIP’s then-current out-of-contract rates.
The standard out-of-contract rate for hosted telephone services is usually £14.99 plus VAT per extension, per month, unless Open VoIP notifies the Customer of a different applicable rate.
Open VoIP will notify the Customer of the applicable out-of-contract rates before those rates take effect. Unless otherwise agreed in writing, the Customer’s continued use of the Service after the effective date stated in that notice will constitute acceptance of those rates.
Continued Services may be terminated by either party on 30 days’ written notice, subject to the completion of any agreed number porting or migration arrangements.
The Customer remains responsible for all charges incurred until the Service is terminated or successfully transferred to another provider. Giving notice to terminate the original agreement does not itself terminate, transfer or cease any Service that remains active after the termination date.
Open VoIP may suspend or cease a continued Service where charges remain unpaid or where the Customer fails to complete migration within a reasonable period, provided that Open VoIP gives reasonable written notice and complies with any applicable legal or regulatory requirements.
