1.1 Voxbit Ltd. may route your calls over any carrier or carriers that it may choose for the provision of the Service. You agree that Voxbit Ltd. may act as your agent for the purpose of notifying any carrier that Voxbit Ltd. may choose to use for the provision of the Service that your customer line identification (CLI) should be registered for use by Voxbit Ltd. You agree that Voxbit Ltd. shall have full authority to instruct the carrier on your behalf to cancel any existing CLI registration you might have with any other service provider and to substitute Voxbit Ltd. as your service provider.
1.2 In order to improve the Service, Voxbit Ltd. may, from time to time, change the procedures or methods by which you will access the Service. Voxbit Ltd. will notify you within a reasonable period before any such change is due to take effect.
1.3 The delivery of the Service may not be continuous, for example, the Service may be adversely affected by data speed, uploading or downloading of data, interruption to your broadband service or other circumstances beyond the reasonable control of Voxbit Ltd.
1.4 Voxbit Limited services are all able to connect 999/112 emergency calls. Location information received by the emergency services will be limited to the Premises at which your telephone line is connected. This may not necessarily be the same location as that where the call is made. A power failure or a broadband connection, interruption or failure may mean that an emergency call will fail. You should ensure you have alternative arrangements e.g. an analogue line with an unpowered handset or a mobile phone for emergency calls.
1.5 In the event of a power failure or a failure in your broadband connection the Service will not [may not] function.
1.6 You must follow all reasonable instructions issued by Voxbit Limited in relation to your access to and your operation of the Service.
1.7 Number portability is available on the Service within the UK and ROI.
1.8 We monitor and record calls for the training purposes and for the purpose of improving our customer services and for quality purposes.
1.9 In order to reduce customer and our own exposure to fraud risk we reserve the right but not obligation to carry out routine penetration tests against Our customer public IP addresses. The main reason for such testing is to try to help You to identify and resolve mis-configured routers, networks or services which could give attackers a means of accessing the customer phone systems and making calls at Your expense.
Charges and Payments
2.1 You will be charged for calls at Voxbit Ltd.’s published rates. Voxbit Ltd. may vary its rates by notice to you in accordance with clause 6.
2.2 Voxbit Ltd. will usually send you a bill once a month to the address set out on your registration form (or such other address as you request that Voxbit Ltd. uses for billing).
2.3 In the event that you do not renew the service each month then Voxbit will discontinue the service. Any data or settings that you have will be lost. Voxbit will keep the data for a period of three months, and charge you £250 to re build the system as it was.
5.2 Should you wish to cancel the service in the middle of a month that you have paid for you will not be entitled to a rebate for the unused part of the month.
5.3 Voxbit Ltd. may terminate this Agreement at any time after the Initial Minimum Period has expired by giving you at least 30 days written notice.
5.4 Without prejudice to any other termination rights set out in this Agreement, Voxbit Ltd. may terminate this Agreement immediately on notice if you commit a non-remediable breach of a material obligation of the Agreement or you commit a remediable breach of a material obligation of this Agreement.
5.5 We may from time to time supply promotional offers to some or all of our customers. Such offers shall be subject to any promotional terms and conditions we notify to our customers. Unless otherwise stated in the promotional terms and conditions we shall not incur any liability under the Agreement in relation to such offers. Promotional terms and conditions may require variation to the Agreement in which case you will be deemed to have accepted in writing such variation upon acceptance of the promotional offer. Unless otherwise stated in the promotional terms and conditions an offer may be amended or withdrawn by us (in relation to some or all of our customers) at any time and without notice. For the avoidance of doubt we are not obliged to include you in any offer we make to our other customers. If any equipment or product has been supplied by us at a reduced cost, or free of charge, as part of a promotion or sales offer in connection with this Agreement and you terminate this Agreement or you are in default of this Agreement before the end of the Initial Minimum Period, or any subsequent annual term as specified on the sales contract, you must return the product in as good a condition as it was in when you received it and in its original packaging. Should you fail to return the free gift in its original condition or at all then Voxbit Ltd. may demand payment of a sum equal to the full value of the item when new and selling at full price at the date of termination.
Changes to this Agreement
6.1 We may change this Agreement and the charges at any time. Changes will be notified in writing to you. If we increase the charges for Services you are using or change this Agreement to your disadvantage we will give you 30 days written notice before the increase in charges or changes takes place delivered to the last correspondence address notified to us by you.
Limitations of Liability
7.1 Voxbit Ltd. will provide the Service using the reasonable skill and care that would normally be expected of a competent telecommunications service provider. Voxbit Ltd. cannot, however, guarantee that the Service will never suffer from faults. From time to time the Service may be temporarily interrupted or degraded because of operational reasons, failure of broadband connection or matters beyond Voxbit Ltd.’s control. If this happens your voice service will also fail. The Service may cease to function if there is a power cut or failure. Voxbit Ltd. will take all reasonable steps to ensure that the Service is restored promptly. Voxbit Ltd. shall have no further obligation to you. In no event, will Voxbit Ltd. have a liability for any loss you may suffer as a consequence of any disruption or suspension to the Services. In particular, Voxbit Ltd. Will have no liability to you for any indirect or consequential loss you may suffer, including loss of profit, savings, wasted expenses, financial loss or loss of or damage to data, even where Voxbit ltd, is aware of the possibility of such loss.
7.2 In any event, Voxbit Ltd.’s liability under this Agreement for any loss suffered by you shall be limited to the lower of £1,000 or the total charges paid by you in the twelve months before the act or omission events giving rise to the liability.
7.3 Nothing in this Agreement shall limit or exclude Voxbit Ltd’s liability for death or personal injury.
7.4 Except as expressly stated in this Agreement all warranties, conditions, undertakings or terms express or implied in respect of the Service and equipment are excluded to the fullest extent permitted by law.
7.5 Neither you nor Voxbit Ltd. shall be liable to the other for any loss or damage, which may be suffered by the other due to any cause beyond our reasonable control. Including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lockout, trade dispute or labour disturbance, any act or omission of Government, highways authorities, other public telecom operations or other competent authority, war, act of terrorism, civil disorder or military operation.
8.1 If any dispute arises in connection with this Agreement, the parties shall, within five days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
8.2 If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
8.3 No party may commence any court proceedings or arbitration in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
8.4 This Agreement and any dispute or claim arising out of or in connection with it and its subject matter or formation (including non-contractual) disputes or claims), shall be governed by, and construed in accordance with, the law of Northern Ireland.
8.5 Subject to clauses 8.1 to 8.4 above, the parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
8.6 If a court decides that any part of this Agreement is not enforceable, that part will not apply, but the remaining terms and conditions will continue to apply.
8.7 You may not assign this Agreement to any other person without Voxbit Ltd.’s prior written consent.
8.8 The Customer Contract Agreement application and this Agreement constitute the entire agreement between Voxbit Ltd. and you. No warranty, term or condition, other than those contained in this Agreement, will govern either your or Voxbit Ltd.’s rights and obligations relating to the Service.
8.9 In this Agreement, ‘Voxbit Ltd.’ and ‘Service’ shall have the meaning given to those terms on the Customer Contract Agreement and shall mean the provision of the Service arising upon the acceptance of your registration by Voxbit Ltd. ‘Agreement’ shall mean these terms and conditions that define the service that you have applied to Voxbit Ltd. to provide to you. ‘Initial Minimum Period’ shall mean initial minimum contract term referred to in clause 4.2. ‘Premises’ means the United Kingdom location at which Voxbit Limited agree to provide the Service.
8.10 The parties to this Agreement do not intend that this Agreement be enforceable by any person not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999.
8.11 Any notice given under this Agreement must be delivered by hand or sent by email or pre-paid post to us at the registered office address below and to you to the last correspondence address notified to us by you.
8.12 No waiver by Voxbit Ltd. of any default by You under the Agreement shall operate or be construed as a waiver by Us of any future defaults whether of a like or different character. No granting of time or other forbearance or indulgence we grant you shall imply a waiver of our rights or shall in any way release, discharge or otherwise affect your liability under this Agreement.
8.13 In the event of any inconsistency between this Agreement and the Customer Contract Agreement the order of precedence shall be (1) this Agreement and (2) the Customer Contract Agreement.