VoIP Unlimited is an Ofcom regulated telecommunications network service provider. These terms and conditions govern the provision of services by VoIP Unlimited to its Customers. By using VoIP Unlimited services, customers are agreeing to be bound by these terms and conditions in their entirety.

1. Definition and Interpretation

1.1 The headings to the clauses are for convenience and reference only and shall not effect interpretation.

1.2 These terms and expressions shall have the following meanings in this Agreement:

1.2.1 The term ‘Agreement’ shall mean all of the 'Terms and conditions presented in this document.

1.2.2 The term ‘Company’ shall mean VoIP Unlimited whose registered office address is 3 Durrant Road, Bournemouth, Dorset BH2 6NE (registered Ltd company number 05225497).

1.2.3 The term 'Group Company' means any VoIP Unlimited subsidiary or holding company, including without limitation a holding company of VoIP Unlimited or a subsidiary of any such holding company.

1.2.4 The term ‘Customer’ and 'Customers' shall mean any individual(s) or organisation(s) purchasing or renting services, products, or equipment from the Company.

1.2.5 The term ‘Dealer’ and 'Dealers' shall mean any individual(s) or organisation(s) introducing Customers who purchase or rent Services, Products, or Equipment from the Company.

1.2.6 The term ‘Reseller’ and 'Resellers' shall mean any individual(s) or organisation(s) providing Company Services, Products, or Equipment directly to Customers who purchase or rent the Services, Products, or Equipment from the Reseller.

1.2.7 The term ‘Service’ or 'Services' shall mean any service(s) provided by the Company to the Customer.

1.2.8 The term ‘Product’ or 'Products' shall mean any product(s) provided by the Company to the Customer.

1.2.9 The term ‘Equipment’ shall mean any item or items of equipment provided by the Company to the Customer.

1.2.10 The term ‘Method’ or 'Methods' shall mean the tools, technology and procedures including any written formulations thereof that are the intellectual property of the Company.

1.2.11 The term ‘Deliver’ or ‘Delivery’ or ‘Delivered’ shall mean the delivery of any Company Service, Product, Equipment, or Intellectual Property to the Customer by any means.

1.2.12 The term ‘Legislation’ shall mean the relevant provisions of The Communications Act; the General Conditions of Entitlement; any other legislation applicable to the Company; any applicable directions made by Ofcom or other competent authority which applies to the running of a telecommunications system by the Customer.

1.2.13 The term 'Customer Requirement Form' shall mean the document signed by the Customer that provides the required information for the provision of Services or Products or Equipment by the Company and indicates acceptance of this Agreement.

1.2.14 The term 'Portal' shall mean the web site where the Company publishes procedures, guidelines, manuals, standard instructions and other information that is specifically for the use of the Customer.

1.2.15 The term 'SIP' shall mean the Session Initiation Protocol defined by the Internet Engineering Task Force (IETF).

1.2.16 The term 'Wide Band Services' shall mean EFM (Ethernet first mile) or National Ethernet (Ethernet connection to the cloud) or EAD ('Ethernet Access Direct' end to end Ethernet) or MPLS(Multi Protocol Label Switching) network services.

2. Provision of Service

2.1 Services offered include:

(i) Wholesale Line rental
(ii) Digital Subscriber Line rental
(iii) Voice Over IP telephony service
(iv) Carrier Pre-Select telephony service
(v) Wide Band Services

2.2 Services may include regular national and/or international telephone calls to or from other operator networks.

2.3 Services may include the assignment of IP addresses that are managed by the Company. The customer acknowledges that IP addresses assigned to the Customer by the Company are retained by the Company in the event that related Services are terminated for any reason whatsoever. Further the Customer acknowledges that the Company may only provide IP addresses to the Customer according to the policies, terms, guidelines, and conditions of supply defined by RIPE (Réseaux IP Européens) that are publicly accessible on their web site at http://www.ripe.net.

2.4 The Customer accesses Services by using compatible products and equipment that may or may not be provided by the Company.

2.5 Company will Deliver the Service from the date notified to the Customer with the reasonable degree of skill and care of a competent telecommunications network service provider. The Service does not include Products or Equipment that the Company may supply separately.

2.6 The Company will support provision of Services and make all reasonable efforts to remedy any failure of Service subject to the use of the Company's fault reporting procedures. The Company's fault reporting and remedial procedures are published on the Portal and will be provided to the Customer on request.

2.7 The Company shall be entitled to:

(i) make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service;

(ii) suspend the Services for operational reasons or in case of emergency or in accordance with clause 7;

(iii) give the Customer instructions which it believes are necessary for reasons of health, safety or the quality of any Service provided by the Company to the Customer or any third party.

Before taking any action under this clause, the Company will provide the Customer as much notice as is reasonably possible.

2.8 The Customer Acknowledges that:

(i) if dependent third party equipment or service provision fails, the Service provided by the Company will also fail. For example, if a supporting broadband service fails for any reason including power failure, the VoIP Service may also fail. All third party services not provided by the Company are the responsibility of the Customer and are not supported by the Company;

(ii) in relation to telephone numbers provided by the Company the Customer is responsible for updating and maintaining current emergency location information on the Company Portal. Further, the Customer acknowledges that failure to register or update this location information may limit the effectiveness of emergency services should they be called from a telephone number provided by the Company.

2.9 Service Provision Commencement

The Customer acknowledges that the Service provision commencement date is dependent on the actions of third party service providers that are not controlled by the Company. The Company accepts no liability for delay in provision caused by third parties.

Further, the Customer acknowledges that Service provision commencement is dependent on the Customer providing complete and correct information, as identified in the Customer Requirement Form published on the Portal or provided on request.

3. Agreement Duration

3.1 This Agreement will commence on the date that it is signed by the Customer and continue for a period of twelve (12) months after Services are first provided or for the period identified on the Customer Requirement Form if longer unless terminated in accordance with the provisions of Clause 6.

3.2 If the Customer does not provide written notification of its intention to terminate at the end of the Agreement duration identified in clause 3.1 or the Customer Requirement Form, this agreement will be renewed automatically for further periods of one month at a time on a rolling basis unless terminated in accordance with the provisions of Clause 6.

4. Service Use

4.1 For the avoidance of doubt, the Customer acknowledges that:

(i) it has access to the internet unless this is provided by the Company through Services, Products, or Equipment.

(ii) is responsible for all costs and expenses relating to reprogramming of any PBX or other routing / firewall device that is necessary for access to the Services and is not provided by the Company.

4.2 The Customer undertakes to use the Services in accordance with:

(i) such instructions and conditions as may be notified in writing to the Customer by the Company from time to time;

(ii) the relevant provisions of the Communications Act and any other applicable Legislation.

(iii) any Legislation which applies to the running of a telecommunications system by the Customer.

4.3 Without limitation to the generality of clause 4.2, the Customer undertakes not to use the Services:

(i) for the transmission of material which is defamatory, offensive or of an obscene or menacing character;

(ii) in a manner which constitutes a violation or infringement of the rights of any person, firm or company (including, without limitation, rights of copyright and confidentiality);

(iii) as a means of communication for purposes other than that for normal business or domestic use;

(iv) fraudulently or in connection with a criminal offence;

(v) for the purpose or practice of miss selling including but not limited to the practices commonly referred to as slamming and spamming.

4.4 For the avoidance of doubt, the Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services regardless of whether such use is authorised, unauthorised, fraudulent or otherwise.

4.5 The Customer must inform the Company as soon as reasonably practicable if it suspects that fraudulent or unauthorised use of a Service is occurring, although such notification will not limit the Customer’s liability to pay the charges as set out herein.

5. Charges and Payments

5.1 In consideration of the Services provided by the Company, the Customer shall pay all charges for the provision of the Services as notified to the Customer from time to time.

5.2 The Company shall invoice for any usage charges monthly in arrears and any fixed charges monthly or quarterly or yearly in advance. Invoices and detailed information on any applicable usage will be sent by email. Customers may elect to receive invoices and usage information by post subject to an additional charge.

5.3 Usage charges for a given billing period will be calculated by reference to the appropriate band of the Company's tariff structure which is available for inspection upon request.

5.4 The Customer acknowledges that telecommunication tariffs from third party providers are not controlled by the Company and are subject to change without notice and any such changes are passed on to the Customer at the Company's discretion. The Customer may check tariffs at any time by visiting the appropriate page on the Portal or by requesting notification of the current tariffs from the Company.

5.5 In the event that an invoice amount or item is in dispute, all other amounts and items as notified on the same or other valid invoices shall remain due and payable.

5.6 Usage charges shall be calculated by reference to data recorded or logged by the Company.

5.7 The Company may at any time require the Customer to pay a deposit or pay for specified services in advance or provide a guarantee as security for payment of future usage bills.

5.8 All sums due to the Company shall be payable by the Customer through a direct debit arrangement on or about the twenty third day of the month of invoice.

5.9 In the event that a legitimate direct debit charge cannot be collected a £30 administration fee will be charged to the Customer's account. In addition, at the Companies discretion, Service may be suspended. If Service is suspended for any breach of this Agreement by the Customer and subsequent reinstatement agreed, a £30 reinstatement fee will be charged to the Customer's account.

5.10 The Company reserves the right to charge interest on any outstanding balance at a daily rate equal to 8% per annum above the base lending rate of National Westminster Bank as current from time to time whether before or after judgement. Interest shall accrue notwithstanding termination for any cause whatsoever and this right to charge interest is without prejudice to the Company's right to treat non-payment of sums due from the Customer as repudiation in breach of this Agreement.

5.11 All charges are exclusive of Value Added Tax and any other sales tax or duty for which, if applicable, an amount will be added to the Customer’s invoice.

5.12 Payment of all sums due to the Company and invoiced pursuant to this Agreement by the Company shall be made by the Customer without any off-set or deduction whatsoever.

5.13 For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

6. Termination

6.1 Without prejudice to any other rights or remedies either party may have either under this Agreement or at law, this Agreement may be terminated immediately by serving notice in writing on the other party in the event that:

(i) either party is in default in its performance or observance of any of its obligations under this Agreement, and, in the case of a remediable breach, fails to remedy the breach within ten (10) days of being notified in writing;

(ii) an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against either party, or if a receiver or trustee in bankruptcy is appointed of the other party’s estate, or a voluntary arrangement is proposed or approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the other party’s assets or undertakings, or a winding up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding-up order;

(iii) in the event of a force majeure event (as described in clause 9.3) that continues for a period exceeding 3 months.

6.2 Without prejudice to its other rights under this Agreement or at law, the Company may terminate this Agreement or may cancel the Services immediately by serving written notice on the Customer if:

(i) the Customer fails to make any payment to the Company when it becomes due;

(ii) any licence or agreement pursuant to which the Company provides the Services expires or is revoked;

(iii) The Company believes that the Services are being used in a way that is forbidden by clause 4.3.

6.3 If this Agreement is terminated pursuant to this clause 6, all Services shall, without prejudice to the parties’ accrued rights and obligations with respect thereto, terminate forthwith and all arrears of Charges and any other sums due to the Company under this Agreement shall become immediately due and payable in full on demand and the Customer must immediately stop using the Services to the extent that they have been cancelled or the Agreement has been terminated.

6.4 Termination of the Services (in whole or in part) shall not affect any pre-existing liability of the Customer under this Agreement or affect any right of the Company to recover damages in respect of any breach by the Customer of the terms of this Agreement.

6.5 The provisions of this clause 6 continue to apply despite the termination or expiry of this Agreement.

6.6. The Customer acknowledges that:

(i) cancellation after a definite written instruction to purchase Services has been made and before Delivery of Service has commenced will be subject to a cancellation charge and;

(ii) the Company begins the process of provisioning as soon as it is in receipt of purchase instructions and therefore is entitled to levy a charge for the work completed and;

(iii) that this may include the original set up fee, any specific set up costs, and any or all of the the service fees due under the terms of this agreement.

6.7 Cancellation after commencement of any Service will be subject to a cancellation charge. The amount of the charge may include any termination costs and any or all of the the service fees due under the terms of this agreement.

6.8 Cancellation after the contract period has elapsed is subject to the minimum notice period recorded on the Customer Requirement Form or thirty (30) days notice, whichever is the longer, or a fee equal to the service charge due for the notice period.

7. Suspension of services

7.1 The Company may at its sole discretion and without prejudice to any rights it may have to terminate this Agreement, elect to suspend forthwith provision of the Services until further notice in the event that:

(i) The Company is entitled to terminate this Agreement pursuant to clause 6.2; or

(ii) The Company is entitled to suspend provision of any other telecommunications service under the terms of any other agreement between the Company and the Customer; or

(iii) The Company is obliged to comply with an order, instruction or request of Government, an emergency services organisation or other competent administrative or regulatory authority which affects its ability to provide the Service; or

(iv) maintenance or emergency works(as defined in applicable Legislation) must be carried out; or

(v) maintenance or emergency works must be carried out for operational reasons.

7.2 In the event that a suspension is implemented for the reasons noted in clause 7.1 the associated down time will not be included in calculations relating to measurement of network availability.

7.3 In the event a suspension is implemented as a consequence of the breach, fault or omission of the Customer, the Customer shall reimburse the Company for all reasonable costs and expenses incurred in the implementation of such suspension and/or the recommencement of the provision of the Services as appropriate.

7.4 The Company shall not be liable for any loss, damage or inconvenience suffered by the Customer as a result of any suspension.

7.5 Before taking any action under this clause, the Company will provide the Customer as much notice as is reasonably possible.

8. Limitation of liability

8.1 Neither party is liable to the other party except as expressly set out in this Agreement and has no other obligation or liability whatsoever in contract, tort or otherwise to the other party.

8.2 The Company shall not be liable under or in connection with this Agreement whether in contract, tort or otherwise (including liability in negligence) for any indirect or consequential loss, including but not limited to, corruption or destruction of data, any loss of business, revenue or profit, anticipated savings or for any financial loss whatsoever.

8.3 Nothing in this Agreement shall exclude or restrict The Company's liability for death or personal injury resulting from the negligence of the Company or its employees.

8.4 Insofar as any part of the Services depends on or is supplied by other telecommunications operators, the Company is not responsible for their reliability or quality unless the Company is at fault.

8.5 The Company will not be liable to the Customer for any failure to comply with its obligations under this Agreement to the extent that this liability arises as a result of the failure of the Customer to fulfil its obligations under this Agreement.

8.6 The Customer must ensure that it complies at all times with all laws and obligations, including any licence under Legislation which is applicable to the Customer. The Company will have no liability under this Agreement for failure to comply with its obligations in any case where the Customer does not comply with any such relevant laws or obligations.

8.7 The Company's liability in contract, tort or otherwise arising out of or in connection with the performance of the Company's obligations under this Agreement shall be limited to £10,000 for any one incident or series of incidents and £500,000in aggregate.

8.8 The Customer shall indemnify and keep indemnified the Company against any claims, losses, damages, costs and other liabilities which the Company may incur or may be established or brought against it by reason of any claim against the Company by any third party arising out of or in connection with this Agreement or the use of the Services.

8.9 The Customer indemnifies and will keep the Company fully and effectively indemnified against all and any losses, claims, damages, costs, charges, expenses and other liabilities which the Company may sustain or incur or which may be brought or established against it by any person and which in any case arise out of or in relation to or by reason of:

(i) any breach by the Customer of its obligations under this Agreement; and/or

(ii) the negligence, recklessness or unlawful misconduct of the Customer in the performance of its obligations under this Agreement.

8.10 In order to minimise the risk of any losses in the event that the Company is unable to provide the Services due to a technical problem in relation to the telecommunications network by which the Services are provided, the Customer must be aware of and follow the procedure for diverting calls-over an alternative network as will be notified to the Customer in writing from time to time.

8.11 In the event that the Company fails to provide the Services and the Customer diverts traffic to another Service Provider, the Company shall not be responsible for any costs or expenses arising as a result of such diversion of traffic including, without limitation, such service providers charges.

8.12 The provisions of this clause 8 shall continue to apply notwithstanding termination of this Agreement.

9. Surviving Obligations

9.1 The Customer will promptly provide to the Company (free of charge) any information which the Company may require to enable it to proceed with the performance of its obligations under this Agreement including any information which the Company may reasonably request for the purposes of credit verification and debt collection. The Customer permits the Company to use such information and to provide it to third parties acting on behalf of the Company for such purposes.

The Customer will promptly provide to the Company (free of charge) any information which the Company may require to enable it to proceed with the performance of its obligations under this Agreement including:

(i) any information requested by an order, instruction or request of Government, an emergency services organisation or other competent administrative or regulatory authority and;

(ii) any information which the Company may reasonably request for the purpose of credit verification and debt collection. Further the Customer permits the Company to use such information and to provide it to third parties acting on behalf of the Company for the said purpose.

9.2 Neither the Customer nor the Company will use, copy, adapt, alter or part with possession of any information or Methods of the other party which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in the public domain at the time of disclosure or comes into the public domain otherwise than through the default or negligence of the recipient or which is disclosed in compliance with a law or an order of the court or a competent regulatory authority.

9.3 Notwithstanding anything herein to the contrary, neither party shall be liable for any delay or failure in performance of any part of this Agreement (other than the payment obligations set out in clause 5) to the extent that such delay or failure is attributable to a force majeure event including, without limitation, any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour dispute, the act or omission of Government, highways authorities, other telecommunications operators or administrations or other competent authority, war or military operation

9.4 The Customer shall not assign or delegate or otherwise deal with any of its rights and obligations under this Agreement without the Company's prior written consent given by a duly authorised representative, such consent not to be unreasonably withheld. The Company shall have the right to assign or otherwise delegate all or any of its rights and obligations to any other person upon serving notice on the Customer.

9.5 Clause 9 shall continue to apply notwithstanding termination of the Agreement.

10. General Terms

10.1 Any notice required or authorised to be given under this Agreement shall be delivered by email or by pre paid post or by hand to the addressees at the following addresses:

(i) to the Company at the address as shown on the last invoice rendered to the Customer or such other address as the Company may nominate for this purpose;

(ii) to the Customer at the address notified to the Company as the address to which notices or invoices may be sent or the Customer’s usual or last known address or its registered office.

10.2 Any notice shall be deemed to have been received by the other party if sent by email, on the date that it was sent unless the message is reported as undeliverable by the email system; if delivered by hand, when delivered, and if posted by pre-paid post, on the second working day following posting.

10.3 Any notice that modifies the terms of this Agreement must be signed by two Directors of the Company or proved to have been knowingly issued by the same.

10.4 Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor to operate so as to bar the exercise or enforcement of any such or other right on any later occasion.

10.5 If any provision of this Agreement is held by a court or any governmental agency or authority to be invalid, void or unenforceable, the remainder of this Agreement shall, to the extent possible, remain legal, valid and enforceable.

10.6 Notwithstanding any other provision of this Agreement, the Company may change the terms of this Agreement at any time by notice in writing to the Customer. The change will take effect on the date set out in the notice.

10.7 This Agreement shall be governed by and construed in accordance with English law and English shall be the appropriate language and translation of this Agreement.

10.8 The parties hereto hereby irrevocably submit to the exclusive jurisdiction of English courts for the purpose of hearing and determining any dispute arising out of this Agreement and for the purpose of enforcement of any judgement against their respective assets.

10.9 All differences or disputes which may arise in connection with this Agreement, or its construction or effect shall be referred to a single arbitrator to be agreed upon by the parties but in default of their agreement the President for the time being of the Chartered Institute of Arbitrators shall nominate an arbitrator in accordance with the Arbitration Acts 1990 or any statutory modification or re-enactment for the time being in force.

10.10 This Agreement (together with any document referred to herein) constitutes the entire agreement between the parties hereto in connection with the subject matter of this Agreement. Neither party has relied upon any representation save for any representation expressly set out in this Agreement (or any document referred to herein).