Terms & Conditions

This Agreement covers the sale by OMNI COMMUNICATIONS to you of our products and services. “OMNI COMMUNICATIONS”, “we”, “us”, or “our” refers to Beacon Communications Ltd, a limited company incorporated in England and Wales registered under Company Number 10805697, whose registered office is at Level One, Basecamp Liverpool, 49 Jamaica Street, Liverpool, England, L1 0AH.

1. Service Commitment and Minimum Term Applicable to All Services

Your Products and Plans require a minimum service commitment period beginning on the Start Date and continuing for the number of months listed as the Initial Term indicated above. You hereby acknowledge and agree that You are purchasing the Products and Plans for at least the full Initial Term and any subsequent Renewal Terms, as applicable (collectively, the “Term”).

2. Automatic Renewal Applicable to All Services

This Agreement shall automatically renew for successive Renewal Terms as indicated above unless either Party delivers written notice of termination of this Agreement to the other Party at least thirty (30) days prior to the applicable termination date (with such termination date being the last day of the Initial or then-current Renewal Term), in which case the Agreement and all underlying Products and Plans shall terminate on the last day of such Initial or Renewal Term.

3. Price Revisions and Fee Changes Applicable to All Services

Upon written notice provided to You at least 60 days prior to the end of the Initial or then-current Renewal Term, Omni Communications may revise the price for Your Service plan for the immediately succeeding Renewal Term; provided, however, that the revised price shall in no event be greater than the then-current merchandised list price for the applicable Products and Plans, in the United Kingdom.

Upon at least 30 days prior written notice provided to You, Omni Communications may revise any of the following fees charged to You to the then-current fees generally charged to Omni Communications' customers in the United Kingdom, including but not limited to any taxes, surcharges or assessments; any fees or amounts that are mandatory for Omni Communications or Customer; or any fees or amounts related to governmental, official, or legal/regulatory matters.

4. Additional Terms Applicable to All Services

You hereby agree to pay for the Products and Plans, and, if applicable, phones and equipment, in advance on the Payment Schedule and at the rates set forth above under “Summary of Service(s),” as may be revised from time to time in accordance with this Agreement.

The prices indicated above may not include taxes, fees or additional services You may select, which include but are not limited to, additional digital lines, international or toll-free usage, additional local numbers, and additional toll-free numbers. VAT varies by country of purchase and may be calculated based on full retail price or Omni Communications cost price, as determined by the tax law in the country of purchase.

5. Purchase of Additional Subscriptions for Omni Communications Service plans

Customer may, at any time, purchase additional subscriptions, however, those additional subscriptions may not be removed from Customer’s account and will form part of a new agreement.

6.  Billing And Payment

Any applicable initiation charges, usage, monthly recurring charges, support charges, and other fees are billed in full in advance. Termination, international calling, calls to Non-Geographic numbers, calls to Premium Rate numbers, equipment return fees and transfer charges, if any, are billed in arrears. Upon termination of Your Account for any reason, all unused Plan Credits, and international calling credits shall expire in their entirety on the termination date. No refund, transfer or proration shall be made of any unused Plan Credits, Additional Credits, Promotional Credits, or international calling credits or of any remaining periods/months on any Service plan.

When You subscribe to Services, You will provide us with a payment method, such as a valid credit/debit card (including proper billing information), and, if applicable, authorise us to collect from Your payment method. Upon termination, we will charge You any reasonable termination fees and any other outstanding charges and disconnect Your service. You agree to advise and notify us of any changes to Your payment method, such as credit/debit card account number or expiration date changes. If the credit/debit card or other payment methods on Your Account is declined or fails for any reason, Omni Communications will use reasonable efforts to contact You and advise You of the failed billing attempts. Notwithstanding the foregoing, Omni Communications reserves the right to disconnect Your Service and terminate Your Account if Your credit/debit card on file is declined or fails for any reason, and Omni Communications reserves the right to continue to attempt charging Your credit/debit card for any outstanding Service charges and additional fees and pursue any other legal remedies available to Omni Communications.

Time is of the essence for payment. Therefore, You agree to pay us interest at the lesser rate of (a) the Late Payment of Commercial Debts (Interest) Act 1998 or (b) the highest amount allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of our rights to collect the full amount due.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorate the charges to Your Account.

You must dispute any charges for the Services in writing to Omni Communications within one (1) year days of the date of the charge by Omni Communications. If You fail to provide a written statement explaining in reasonable detail Your reasons for disputing the charge within such time period, You hereby irrevocably waive any objection and further recourse with regard to such charges.

You can dispute any other charges or make any complaints you may have against Omni Communications by following our dispute resolution policy included in our Code of Practice.

Equipment Return Policy

You are responsible for all return shipping charges for any hardware returned to Omni Communications for any reason, including situations in which hardware is covered under warranty. If You have purchased any hardware from us or we have otherwise provided You with any hardware and Your Account is terminated for any reason after the end of any free-trial period and prior to the end of Your first year of service, You hereby authorise us to immediately bill your credit/debit card the appropriate equipment return fees, as set forth below.

If You cancel Your Omni Communications Service within thirty days (30) days from the date of purchase of the hardware, You may (a) keep the hardware and pay the list price for the hardware, or (b) return Your hardware and receive a full refund.  A 're-stocking fee' may also be applicable in accordance with the terms and conditions of our suppliers.  Where a 're-stocking fee' becomes applicable, you will be notified of this before proceeding with your return.  Any 'restocking fee' applicable will be offset against the refund amount due to you.  No returns are accepted after ninety (90) days from the date of purchase of the hardware. In addition, the following terms and charges apply to hardware returns:

You agree to pay all shipping and handling charges related to any hardware returns.

All hardware must be fully functional, including all components, manuals, peripheral devices, and all other accessories that were originally shipped with the hardware. At our discretion, we may decline Your return or charge You an additional fee for each missing item or for each item that we determine is damaged or not in good working condition.

Before returning any hardware that has data in its memory, please transfer all files You wish to retain to another file source. Once the hardware is returned, Your files cannot be recovered and You release us of any liability for any lost, damaged, or destroyed files, data, or other information.

7. Cancellation Policy for Termination of Subscriptions by Customer

Termination of Your Subscription

If You terminate this Agreement before expiration of the Initial, or then-current Renewal Term for any reason other than pursuant to the change of terms, conditions or rates as set forth below, You will owe Omni Communications all outstanding contractual amounts due for the remainder of the Initial, or then-current Renewal Term, for each item associated with Your Subscription, for each Contact Seat at the time of termination and hereby agree to pay any such amounts and authorize Omni Communications to charge Your credit card or invoice You, as applicable, for all such amounts. The collection of such fees is not a penalty, but rather a charge to compensate Omni Communications for Your failure to satisfy the Initial or then-current Renewal Term, on which Your rate plan is based. Termination of Your Subscription will be considered a termination of all Products and Plans.

8. Cancellation, Termination or Suspension of the Products and Plans by Omni Communications

Termination for Customer’s Material Breach

Omni Communications may interrupt or terminate Your Products and Plans (including without limitation your ClearDial Office Plan as applicable) without notice for any conduct by You that, in Omni Communications' sole discretion, violates the TOS, or any terms and conditions applicable to this Agreement; provided that, Omni Communications will give You at least thirty (30) days to cure such breach before interrupting or terminating Your Service, (to the extent that Omni Communications reasonably determines that it is possible to cure such breach) in which case, all outstanding contractual Products and Plans amounts due for the remainder of the Initial or then-current Renewal Term shall be immediately due and You hereby agree to pay any such amounts and authorize Omni Communications to charge Your credit card or invoice You, as applicable, for all such amounts.

Termination Related to Bankruptcy

Either Party may terminate this Agreement with thirty (30) days’ advance written notice to the other Party in the event that (i) Customer or Omni Communications files a bankruptcy or if a petition for bankruptcy is filed against Customer or Omni Communications and such petition is not dismissed within thirty (30) days after the effective filing thereof, or (ii) a trustee or receiver is appointed over any of Customer’s or Omni Communications' relevant property. In the event that Omni Communications terminates this Agreement pursuant to and in accordance with the immediately preceding sentence, you shall not be liable for any outstanding contractual Products and Plans amounts due for the Initial; or then-current Renewal Term, subsequent to the effective date of the termination.

9. General Terms Applicable to All Services

This Agreement, any addenda or exhibits hereto, along with the Omni Communications Terms

“TOS”), available at https://www.omnicom.uk/terms-conditions represents the entire Agreement regarding the Products and Plans and supersedes and replaces all prior or contemporaneous negotiations, correspondence, writings or Agreements regarding the Products and Plans.

Capitalized terms not defined in this Agreement shall be used as defined in the TOS, as applicable. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Each person whose signature appears on this Agreement represents and warrants that he or she possesses the legal right, capacity, and ability, and has full power and authority, to execute and deliver this Agreement on behalf of the Party he or she purports to represent. The Customer represents and warrants that all corporate action necessary for the authorization, execution, and delivery of this Agreement, and to perform all of the obligations hereunder, has been taken. This Agreement is the binding obligation of the Customer, enforceable against the Customer in accordance with its terms. This Agreement will bind the successors, and assigns of both Customer and Omni Communications, and inure to the benefit of Customer and Omni Communications and their successors and assigns.

This Agreement may not be modified or amended except in a written amendment generated by Omni Communications and signed by both You and a duly authorized officer of Omni Communications. Neither Party shall be bound by any handwritten or “typed on” terms in addition to or different from those in this Agreement that may appear subsequently in the other Party’s form documents, purchase orders, quotations, acknowledgments, invoices, or other communications.

In no event shall any failure or delay by a Party to (i) assert any right, (ii) demand fulfilment or performance of any obligation, or (iii) avail itself of any remedy under this Agreement, in whole or in part, be deemed to be a waiver of any right or remedy under the Agreement on such occasion or any other occasion. All rights and remedies stated in the Agreement are cumulative and in addition to any other rights and remedies available under the Agreement, at law, or in equity.

For purposes of construing this Agreement, any ambiguities shall not be construed against either

Party as based upon the source of the draftsmanship. If any provision of this Agreement is determined to be invalid, unlawful, illegal, void or unenforceable, in whole or in part, then that provision or portion shall be construed in such a manner as to render the provision or portion enforceable and, to the extent possible, to reflect the Parties’ original intent and the other provision of this Agreement shall remain in full force and effect.

This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the United Kingdom as applied to contracts made and to be performed entirely within United Kingdom. Venue for all disputes arising from or relating to this Agreement shall be subject to the exclusive jurisdiction in London, England.

10. Assent and Agreement

You are required to indicate Your assent and agreement to this Agreement when You sign this Agreement and return it to Omni Communications. This Agreement shall become binding upon both Parties upon Customer’s execution and delivery of this Agreement to Omni Communications.

This Agreement and Your use of Omni Communications' Services are subject to the TOS. UCplus (UC+) shall also be considered a Omni Communications “Service” as that term is used in the TOS.

This Agreement covers the provision by OMNI COMMUNICATIONS to you of our Services. If you have subscribed to OMNI COMMUNICATIONS Broadband or phone line, a separate agreement will be sent to cover those specific terms. “OMNI COMMUNICATIONS”, “we”, “us”, or “our” refers to Beacon Communications Ltd, a limited company incorporated in England and Wales registered under Company Number 10805697, whose registered office is at Level One, Basecamp Liverpool, 49 Jamaica Street, Liverpool, England, L1 0AH.

IF YOU DO NOT AGREE TO THE TERMS OF THIS END-USER LICENCE AGREEMENT AND THESE TERMS OF SERVICE (COLLECTIVELY, “AGREEMENT”), DO NOT DOWNLOAD, INSTALL, OR USE ANY OMNI COMMUNICATIONS SOFTWARE APPLICATIONS OR SERVICES, INCLUDING THE OMNI COMMUNICATIONS (“WEBSITE”).

BY DOWNLOADING, INSTALLING, OR USING ANY OMNI COMMUNICATIONS SOFTWARE APPLICATIONS OR SERVICES, YOU AGREE TO ABIDE BY AND COMPLY WITH THIS AGREEMENT, AND YOU AFFIRM THAT YOU EITHER ARE AT LEAST 18 YEARS OF AGE OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT AND THAT YOU ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS AGREEMENT.

YOU UNDERSTAND THAT ACCESS TO 999/112 EMERGENCY SERVICES (“EMERGENCY SERVICES”) IS ONLY PROVIDED BY OMNI COMMUNICATIONS IP DESK PHONES, MOBILE APPLICATIONS ON SMARTPHONES (AND ONLY WHEN SUCH SMARTPHONES SUPPORT EMERGENCY SERVICES THROUGH THE UNDERLYING MOBILE TELEPHONE NETWORK), AND THE OMNI COMMUNICATIONS CALL CONTROLLER OR SOFTPHONE ON PCS, AND THE OTHER OMNI COMMUNICATIONS SOFTWARE APPLICATIONS AND SERVICES DO NOT PROVIDE ACCESS TO EMERGENCY SERVICES. IF YOU SUBSCRIBE TO ONE OF THE OTHER OMNI COMMUNICATIONS SOFTWARE APPLICATIONS OR SERVICES, YOU MUST MAKE ALTERNATIVE ARRANGEMENTS TO PLACE 999/112 EMERGENCY CALLS (“EMERGENCY CALLS”), SUCH AS USING A TRADITIONAL LANDLINE OR MOBILE TELEPHONE, AND YOU SHOULD NOT RELY ON OMNI COMMUNICATIONS TO MAKE ANY EMERGENCY CALLS.

End-User Licence and Restrictions

Omni Communications grants You a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable licence and right to use the Omni Communications Services and Applications in strict accordance with this Agreement. All rights not expressly granted under this Agreement are retained by Omni Communications.

No Grant of Intellectual Property Rights and No Resale

You acknowledge and agree that any and all patents, copyrights, trademarks, service marks, trade secrets, and all other intellectual property rights (collectively, “IP Rights”) in the Applications and Services are and shall remain the sole and exclusive property of Omni Communications and its licensors. Nothing in this Agreement intends to or shall grant, transfer, or assign any IP Rights to, or vest any IP Rights in, You. You are only entitled to the limited use of the rights expressly granted to You in this Agreement. You will not take any action to jeopardise, limit, restrict or interfere with the IP Rights or do any other action or thing which otherwise has the effect of jeopardising, limiting, restricting or interfering with Omni Communications’ ownership or use of the IP Rights. You acknowledge and agree that any unauthorised use of the IP Rights is a breach of this Agreement, as well as a breach of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third-party content that may be accessed through the Applications or Services is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

No Grant of Rights to Third Parties and No Resale

You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Applications or Services or any part thereof without Omni Communications’ prior written consent.

No Modifications

You agree not to undertake, cause, permit, or authorise the copying, modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Applications or Services, or any parts thereof. You agree not to intercept, capture, emulate, decrypt, or redirect the communications protocols used by Omni Communications for any purpose, including without limitation causing the Applications to connect to any computer server or other device not authorised by Omni Communications or in a manner not authorised by Omni Communications.

New Versions of the Software

Omni Communications, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to the Applications and Services. You acknowledge and agree that Omni Communications has no obligation to make available to You any subsequent versions of the Applications or Services. You also agree that You may have to enter into a renewed version of this Agreement if you want to download, install, or use a new version of the Software. In addition, You and Omni Communications acknowledge that no third party has any obligation whatsoever to furnish maintenance or support services with respect to the Applications or Services and that Omni Communications is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent such maintenance and support is required under applicable law.

Service Registration Procedures

Upon signing up for the Service and at subsequent times as requested by Omni Communications, You agree to provide to Omni Communications Your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, shipping address, the addresses where the Services will primarily be used, 999/112 registered address for each applicable device (which you agree to current), email address, contact phone number, credit/debit card information, and other data which may be necessary to administer Your Omni Communications account (“Account”) (collectively, “Registration Data”). You represent and warrant that the information You provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If You provide Registration Data that is, or that Omni Communications suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Omni Communications has the right, in its sole discretion, to suspend or terminate the Service and refuse any and all current or future use of all Services by You, Your business(es), affiliates and all users of Your Account. At all times, You shall maintain and promptly update Registration Data.

Upon completion of all Registration Data and acceptance of this Agreement, Omni Communications will provide You with, as applicable, a password(s), user ID(s), PIN(s), telephone number(s), and other account information. You will be required to provide a security question and answer that will be used to verify ownership or affiliation with the Account. You are solely responsible for maintaining the confidentiality of all passwords, PINs, and security questions and answers associated with the Account, and, at all times, You will be solely responsible for all transactions and activities that occur as a result of the disclosure (whether authorised or unauthorised) of any password(s), PIN(s), and/or security questions(s) and answer(s) associated with the Account, even if such transactions and/or activities were not authorised by You. You are solely liable for any transactions or activities by You or anyone else that occur on Your Account. You shall immediately notify Omni Communications of any unauthorised use of Your Account or if any other breach of security has occurred. In no event shall Omni Communications be liable for any unauthorised use of Your Account.

In connection with the registration, implementation, maintenance, or servicing of the Services, You will be required to provide data, information or other materials (collectively “Customer Data”). You hereby grant to Omni Communications a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) licence to copy, store, record, transmit, display, view, print, and use Customer Data to the extent required to provide or improve the Services. Omni Communications may also share Customer Data as permitted pursuant to Omni Communications’ Privacy Policy, available at https://www.omnicom.uk/privacy, which is incorporated into this Agreement.

Customer Representations

You represent and warrant that You possess the legal right, capacity, and ability to enter into this Agreement. You represent and warrant that You have made and will maintain at all times traditional landline and/or mobile network telephone services that will enable You to call 999/112 and any other applicable emergency service number. You represent and warrant that You will not use the Applications or Services in environments requiring fail-safe performance or in which the failure of the Applications or Services could lead directly to death, personal injury, or severe physical or environmental damage. You represent and warrant that the Registration Data, username, contact information, Registered Location(s) (as defined below), and all other information provided in connection with Your Omni Communications Account are true and correct at all times. You represent and warrant that You will not use the Applications or Services in breach of the Use Policy (as set forth in Section 6 herein) herein.

You agree to be financially responsible for Your use of the Applications or Services, including the authorised or unauthorised use of Your Account. In order to use the Applications or Services, You must have properly configured and working Internet service and/or Public Switched Telephone Network (“PSTN”) service (i.e., mobile and/or landline phone service) and hereby agree, at Your sole expense: to (1) obtain access to Your own Internet and/or PSTN service with a third-party provider other than Omni Communications; (2) be responsible for payment of Internet and/or PSTN connection or service fees and all equipment necessary to establish a connection to such Internet and/or PSTN service, as may be required to use the Applications or Services; (3) supply and pay third-party providers for all additional phone service and features required for Your use of the Applications or Services; and (4) pay Omni Communications for the Applications or Services.

Product Pricing And Availability

With respect to its advertising, offering, or sale of Applications, Services, or any other products (collectively, “Products”), Omni Communications endeavours to describe its products as accurately as possible and to keep information about its Products accurate and up to date. Nevertheless, Omni Communications does not warrant or represent, and it is not a term of this Agreement, that any descriptions, pricing, availability, or other information relating to the advertising, offering, or sale of Products (collectively, “Product Information”) from its Website, marketing materials, promotional flyers, advertisements, or other printed or electronic materials (collectively, “Product Materials”) is accurate, complete, reliable, current, or error-free. Despite our efforts, it is possible that Product Information may be mispriced, described inaccurately, or the Product may be unavailable. Except for any liability in respect of fraudulent misrepresentation to the fullest extent permitted by law, Omni Communications is not liable for any action You may take in reliance on any content provided on our Website or for any loss or damage suffered by You as a result of You taking this action.

In the event Omni Communications determines that a Product is mispriced, described inaccurately, or unavailable, Omni Communications reserves the right to take any action it deems reasonable and necessary to rectify the error, including without limitation, cancelling Your Account or subscription to the Services. You agree to notify Omni Communications immediately if You become aware of any pricing or descriptive errors or inconsistencies with any Products You order through the Product Materials and comply with any corrective action taken by Omni Communications.

You acknowledge and agree that the Services may not be available 100% of the time. Credit allowances for interruption of the Services may only be provided on a case-by-case basis at the sole discretion of Omni Communications and shall be Your sole remedy for any Service interruptions or other issues with the Services.

Marketing Materials And Promotional Services

If you have opted to receive marketing materials from Omni Communications or purchased a Service from Omni Communications, Omni Communications may from time to time send You such marketing materials and offer additional promotional services to You at no cost or at an additional fee (“Promotional Services”) in accordance with our Privacy Policy via electronic transmission, e-mail, mail, or otherwise, provided that You may unsubscribe to such materials at any time by following the unsubscribe link in the marketing message or notifying Omni Communications Customer Support. You understand and agree that Omni Communications may modify the scope of the Promotional Services it offers at any time without additional notice to You. You further understand and agree that Omni Communications may offer Promotional Services only to new customers and that You may not be eligible for some or all of the Promotional Service offerings. If You are offered promotional or special pricing by Omni Communications on any of the Services, You agree to keep the pricing information strictly confidential and shall not disclose such information to any third party without the express written consent of Omni Communications.

Use Policies

You shall not use the Services for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with Omni Communications’ ability to provide high-quality services to other customers, prevents or restricts other customers from using the Services, or damages any Omni Communications’ or other customers’ property. If Omni Communications finds that You are using the Services for anything other than the permitted uses in this Agreement or for any of the prohibited uses in this Agreement, Omni Communications may at its sole discretion terminate Your Service and charge You any applicable fees for the Services used plus damages caused by improper use. Prohibited uses include, but are not limited to:

Behaviour that is illegal, obscene, threatening, harassing, defamatory, libellous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.

Sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes (commercial or otherwise) (“spamming”), or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes without the consent of the recipient.

Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws.

Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.

Creating a false Caller ID identity (“ID spoofing”) or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.

Transmitting any material that may infringe, misappropriate, or otherwise violate the foreign or domestic intellectual property rights or other rights of third parties.

Breaching any applicable laws regarding the transmission of technical data or software exported through the Services.

Utilising the Services in excess of what, in Omni Communications’ sole discretion, would be expected of normal business use, including without limitation allowing more than one user to use a single VoIP line or using a single VoIP line in excess of what would be expected of a single user.

Using the Services in any way that interferes with other customers' and third parties' use and enjoyment of the Services or use the Services in any manner which disrupts, prevents or restricts any other customer from using the Services.

Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid this Use Policy.

You further understand and agree that:

You shall be solely liable for any transmissions sent through the Services under Your Account, including the content of any transmission sent through the Services under Your Account.

You will abide by all applicable Omni Communications policies, procedures, and agreements related to the Services.

You shall not attempt to gain unauthorised access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means.

Your use of the Services is subject to all applicable laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, data protection and privacy laws and false advertising).

In addition, some of Omni Communications’ plans and other Services are offered on an “unlimited” basis.

All unlimited plans:

– May only be used for normal business use.

– Are provided only for dialogue between two individuals at one time per line.

– Exclude international calling, which is available for an additional fee.

– Are issued on a “one (1) user per line basis”, meaning that only one registered user may be assigned to use the Services for any one line.

Unlimited plans also may not be used for any of the following prohibited uses (which are in addition to the other prohibited uses applicable to all Services):

o Trunking or forwarding Your Omni Communications number to (an) another phone number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system.

o Spamming or blasting (e.g., sending one hundred (100) or more bulk and/or junk voicemail or faxes simultaneously).

o Bulk call-in lines (e.g., customer support or sales call centres, “hotlines”, 900 numbers, sports-line numbers, etc.).

o Auto-dialling or “predictive” dialling (i.e., non-manual dialling or using a software program or other means to continuously dial or place outbound calls).

In addition, unusually high usage of the Services may impair Omni Communications’ ability to provide high-quality services to others and/or indicate unauthorised use of the Services, in which case Omni Communications may suspend or terminate Your Account or, upon prior notice, convert Your Account to a metered calling plan that charges significantly higher usage rates.

Omni Communications reserves the right to add to, modify or amend this Use Policy at any time for any reason at its sole discretion.

Unsolicited Advertisements

Using the Services for unsolicited calls and/or transmitting unsolicited fax or voicemail advertisements is regulated by the Privacy and Electronic Communications (EC Directive) Regulations 2003 (the “Privacy Regulations”). You shall not use the Services to send or transmit any unsolicited communications or advertisements and you understand that if You do use the Services for any unsolicited communications in breach of the Privacy Regulations or any other applicable laws, Omni Communications may immediately terminate Your right to use the Services without liability of any kind.

At Omni Communications’ sole option and without further notice, Omni Communications may use technologies and procedures, such as filters, that may terminate such unsolicited advertisements without delivering them.

You hereby release and agree to fully, finally, and forever release, hold harmless, and fully indemnify Omni Communications and its affiliates from and against any claims, damages or liabilities of any kind related to any voicemail, broadcast, and/or fax spam or solicitations that You may send and/or receive using the Services.

If You transmit or are otherwise connected with any transmission of voice, fax, e-mail, or other unsolicited marketing messages using the Services, You agree to pay Omni Communications its actual damages if those damages can be reasonably calculated. If actual damages cannot be reasonably calculated, You agree to pay Omni Communications liquidated damages of ten pounds (£10.00) for each unsolicited marketing message transmitted through the Services. You acknowledge that if actual damages cannot be reasonably calculated, these liquidated damages are a reasonable estimation of such damages and are not a penalty.

Plan Credits, Taxes, Charges, Fees And Chargebacks

Generally.

Please note that all prices, taxes, surcharges, and fees are subject to change at any time. You are responsible for paying all charges for Your Account, including but not limited to freephone, local, long-distance, international, additional feature charges, premium-rate telephone number and 118 charges, operator-assisted charges, and directory assistance charges, and for all taxes, surcharges, fees and levies imposed on You or Omni Communications as a result of Your use of the Service. Customers with a past due balance on previous or multiple accounts will be charged the full balance upon opening a new account or updating their credit/debit card information on file. Omni Communications also reserves the right to charge termination and transfer fees consistent with each plan’s terms and conditions and as provided in this Agreement.

Taxes, Charges, and Fees

All fees for Services advertised or otherwise listed on the Website are exclusive of VAT and administrative or recovery fees or charges (collectively “Taxes and Fees”). You agree to pay all Taxes and Fees and/or similar liabilities, however, denominated, that may now or hereafter be levied on the Services which are chargeable to or recoverable from customers by any local or international law or regulation, as well as any administrative and recovery fees and charges levied on the Services by Omni Communications, whether or not mandated by law or regulation. Should Omni Communications pay or be required to pay such liabilities (including any Taxes and Fees that were due but not charged or previously collected), You agree that Omni Communications may charge Your credit/debit card on file for such payments upon receipt of an invoice and showing of indebtedness to Omni Communications.

Plan Credits and Minutes

Omni Communications offers several different plans for its products and Services. Some of the plans provide for a fixed number of monthly credits (“Monthly Credits”). If You exceed Your Monthly Credits during the course of a Service month, You may purchase additional credits (“Additional Credits” and collectively with the Monthly Credits, “Plan Credits”) as needed. Omni Communications may also provide You with certain bonus credit minutes and/or other promotional incentives (e.g., “tell-a-friend” credits) upon fulfilment of the applicable promotion requirements. All of the Plan Credits are quoted in terms of domestic minute usage and may be referred to on the Website or by an Omni Communications Customer service representative as “minutes”. As explained below, International Calling may be charged at a different rate than domestic calling, and a Plan Credit “minute” therefore will not entitle You to a minute of international calling.

Metered Calling Plans

Omni Communications offers several monthly metered plans for some of its products and Services. Each metered calling plan provides You with a fixed number of Plan Credits each month for a monthly fee, excluding taxes, surcharges, and fees. When You exhaust Your initial paid allotment of Plan Credits for Your metered plan, unless You advise us otherwise in writing, we will automatically purchase the minimum package for additional minutes for Your plan on Your behalf (and Your Account will be charged accordingly). Additional minute usage will be debited at the applicable per minute rate(s) for Your metered plan. However, in some limited instances, calls placed under a metered plan may not be counted against Your monthly allotment (e.g. calls made via a local phone number to leave or check voicemail or configure a system and calls answered on the Omni Communications softphone). Please check the details of Your metered plan to determine which calls (if any) are not counted against Your monthly minute allotment. For international calling, international rates will apply.

Unlimited Plan

Omni Communications offers unlimited monthly plans for some of its products and Services. An unlimited plan is subject to the terms and restrictions of the Use Policy set forth above and other restrictions described in this Agreement. If for any reason, Omni Communications believes that You are using the unlimited plan for a prohibited purpose and/or Your call usage violates the Use Policy, then Omni Communications may, in its sole discretion with or without notice, either terminate Your unlimited plan or immediately convert Your unlimited plan to a metered plan, as set forth above.

International Calling

Because Plan Credits are quoted for domestic minute usage, You may be charged additional Plan Credits and/or additional rates may apply if You use Your Plan Credits for international calling. Omni Communications’ current international rates are available upon request. To make international calls using the Services, You must purchase the minimum package of international calling credits. If You dial an international number and do not have any credits to make such a call, You will automatically purchase the minimum package in order to complete such a call. In addition, You may be charged any applicable Taxes and Fees associated with international calls. You are advised to refer to Your specific plan details regarding all domestic and international charges and all other terms and conditions of Your plan.

Value, Ownership, and Expiration of Plan Credits

Plan Credits, Additional Credits, Promotional Credits, and international calling credits have no monetary value and cannot be exchanged for cash value at any time after such credits are purchased by You. Plan Credits may only be redeemed and used by the holder or users of the Account to which the Plan Credits have been credited, and may not be sold, transferred, assigned, or used by another user or with another user’s account. Any unused Monthly Credits expire at the end of the relevant Service month and do not “roll over” to the next month. Additional Credits and Promotional Credits expire according to the terms of their purchase.

Fraudulent Activity or Erroneous Charges

In the event of suspected fraudulent activity or erroneous charges on Your Account, You agree to contact Omni Communications as soon as possible. In many cases, Omni Communications can mitigate or correct fraudulent activity or erroneous charges without bank or credit card company intervention. If You suspect fraudulent activity or erroneous charges on Your Omni Communications Account, please contact Omni Communications customer support at 0161 507 7999. When You contact customer support, please have the following information available: 

(a) Your name, contact information, Omni Communications Account telephone number in question, and security verification information; 

(b) the date that the account in question was created; 

(c) the credit/debit card account number used to open the Account; and 

(d) the total amount charged to the Account. 

If You do not contact Omni Communications within one (1) year after the suspected fraudulent activity or erroneous charges appear on Your Account, You waive Your rights to object to or challenge such activity or charges. Furthermore, if You request that Your bank or credit card company perform a chargeback without first contacting Omni Communications, and Omni Communications subsequently determines that the charges at issue are not erroneous, Omni Communications reserves the right to terminate Your Account immediately and take any available legal action. Notwithstanding the above, You are solely liable for any transactions or activities by You or anyone else that occur on Your Account, and in no event shall Omni Communications be liable for any unauthorised use of Your Account.

Calls to Blacklisted Countries

Omni Communications reserves the right, in its sole discretion, to block access to certain international phone numbers in countries that are frequently implicated in fraudulent calls (“Blacklisted Destinations”). At your request, Omni Communications may provide you access to Blacklisted Destinations on the following conditions:

It is your responsibility to ensure that your account is not used in any fraudulent scheme to make calls or faxes to Blacklisted Destinations. Omni Communications will rely entirely on you to identify such fraud. You agree that you shall continuously monitor your account for, and immediately notify Omni Communications of, fraudulent or improper use.

In the event your account is used fraudulently in connection with the Blacklisted Destinations, Omni Communications reserves the right to immediately and irrevocably deny your account access to the Blacklisted Destinations.

You agree to indemnify and hold harmless Omni Communications and its affiliates, agents, resellers, and other providers from any damages, losses, liabilities, claims, expenses, and costs (including, without limitation, reasonable attorneys’ fees) arising from or relating to fraudulent or improper calls or faxes to Blacklisted Destinations.

Discounts.

From time to time at its sole discretion, Omni Communications may offer promotions or discounts. Any promotion or discount codes must be provided to Omni Communications upon purchase of the Services. You shall not be entitled to a subsequent credit for such promotions or discounts if You do not request such credit at the time of Account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for Services retroactively. If a promotion and/or discount is offered on a confidential basis, You agree not to disclose the promotion and/or discount and to assume full responsibility for any harm, direct or indirect, caused to Omni Communications by the disclosure of the promotion and/or discount.

Billing And Payment

Any applicable initiation charges, usage, monthly recurring charges, support charges, and other fees are billed in full in advance. Termination, international calling, calls to Non-Geographic numbers, calls to Premium Rate numbers, equipment return fees and transfer charges, if any, are billed in arrears. Upon termination of Your Account for any reason, all unused Plan Credits, and international calling credits shall expire in their entirety on the termination date. No refund, transfer or proration shall be made of any unused Plan Credits, Additional Credits, Promotional Credits, or international calling credits or of any remaining periods/months on any Service plan.

When You subscribe to Services, You will provide us with a payment method, such as a valid credit/debit card (including proper billing information), and, if applicable, authorise us to collect from Your payment method. Upon termination, we will charge You any reasonable termination fees and any other outstanding charges and disconnect Your service. You agree to advise and notify us of any changes to Your payment method, such as credit/debit card account number or expiration date changes. If the credit/debit card or other payment methods on Your Account is declined or fails for any reason, Omni Communications will use reasonable efforts to contact You and advise You of the failed billing attempts. Notwithstanding the foregoing, Omni Communications reserves the right to disconnect Your Service and terminate Your Account if Your credit/debit card on file is declined or fails for any reason, and Omni Communications reserves the right to continue to attempt charging Your credit/debit card for any outstanding Service charges and additional fees and pursue any other legal remedies available to Omni Communications.

Time is of the essence for payment. Therefore, You agree to pay us interest at the lesser rate of (a) the Late Payment of Commercial Debts (Interest) Act 1998 or (b) the highest amount allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of our rights to collect the full amount due.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorate the charges to Your Account.

You must dispute any charges for the Services in writing to Omni Communications within one (1) year days of the date of the charge by Omni Communications. If You fail to provide a written statement explaining in reasonable detail Your reasons for disputing the charge within such time period, You hereby irrevocably waive any objection and further recourse with regard to such charges.

You can dispute any other charges or make any complaints you may have against Omni Communications by following our dispute resolution policy included in our Code of Practice.

Equipment Return Policy

You are responsible for all return shipping charges for any hardware returned to Omni Communications for any reason, including situations in which hardware is covered under warranty. If You have purchased any hardware from us or we have otherwise provided You with any hardware and Your Account is terminated for any reason after the end of any free-trial period and prior to the end of Your first year of service, You hereby authorise us to immediately bill your credit/debit card the appropriate equipment return fees, as set forth below.

If You cancel Your Omni Communications Service within thirty days (30) days from the date of purchase of the hardware, You may (a) keep the hardware and pay the list price for the hardware, or (b) return Your hardware and receive a full refund.  A 're-stocking fee' may also be applicable in accordance with the terms and conditions of our suppliers.  Where a 're-stocking fee' becomes applicable, you will be notified of this before proceeding with your return.  Any 'restocking fee' applicable will be offset against the refund amount due to you.  No returns are accepted after ninety (90) days from the date of purchase of the hardware. In addition, the following terms and charges apply to hardware returns:

You agree to pay all shipping and handling charges related to any hardware returns.

All hardware must be fully functional, including all components, manuals, peripheral devices, and all other accessories that were originally shipped with the hardware. At our discretion, we may decline Your return or charge You an additional fee for each missing item or for each item that we determine is damaged or not in good working condition.

Before returning any hardware that has data in its memory, please transfer all files You wish to retain to another file source. Once the hardware is returned, Your files cannot be recovered and You release us of any liability for any lost, damaged, or destroyed files, data, or other information.

Account Ownership

The Account owner shall be the legal entity (e.g. company, partnership, individual) that signs up for the Services with Omni Communications. If no legal entity is provided upon sign-up, the Account owner shall be the owner of the credit/debit card used to open the Account. Subsequent changes to ownership must be supported by appropriate legal documentation. Omni Communications shall not adjudicate ownership-related disputes or any other internal business dispute. If Omni Communications is unable to determine the valid owner of the Account, Omni Communications reserves the right to suspend or terminate the Account and Services.

Number Porting And Availability

Omni Communications will use its best efforts to facilitate number transfers or port requests for You, provided it is reasonably practicable to do so and that You comply with the necessary and specific procedures for porting between service providers.

You acknowledge and accept that number porting depends on the cooperation of third parties outside of Omni Communications’ control. Accordingly, You agree that Omni Communications will not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the allegedly unauthorised porting of any telephone number by a third party.

If it is practicable for Us to port Your number and we have delayed the porting of Your number within the time required by law or regulation, or we have failed to follow industry practice in the porting of Your number, You will be entitled to reasonable compensation for such delay or failure to follow industry practice. To claim compensation, please follow the procedure outlined in our Code of Practice.

Omni Communications works with third-party carrier(s) who, on Omni Communications’ behalf, port telephone numbers in accordance with applicable regulatory rules and industry guidelines. Omni Communications’ third-party carrier(s) require specific and detailed information and requirements when completing a port request. Please be informed that You will be required to provide such detailed and specific information to complete a port request. For porting numbers into Your Omni Communications Account, follow the procedures on Your Account settings page for transferring a number to Your Omni Communications Account. For porting numbers out of Your Omni Communications Account, follow the procedures of Your new service provider. You understand that porting Your number out of Your Account does not automatically terminate Your Omni Communications Account. You accept and acknowledge that Omni Communications cannot port disconnected numbers and understand that if You cancel your existing number with Your existing service provider, Omni Communications will be unable to transfer that number.

Omni Communications cannot guarantee requested telephone numbers will be available, that Your existing provider will port Your number, or that circumstances beyond Omni Communications’ control will not prevent or delay a successful port of Your number for the Services. You should not order any printed material, such as business cards or stationery, showing a telephone number, issue any press releases or otherwise publicise any telephone number until that telephone number becomes active on Your Account and you have personally verified that the telephone number is working properly. Omni Communications shall not be liable for reimbursement for press releases, business cards, and/or stationery under any conditions.

You accept that You do not own any telephone number assigned to You by Omni Communications and agree not to transfer the telephone number assigned to You to anyone else or to attempt to do so. You understand and agree that Omni Communications may from time to time need to change the telephone or facsimile number assigned to You (due to an area code split, a request from Ofcom or other similar regulator or for any other reason). You understand that unless You make the necessary arrangements with a new service provider, the number assigned to You will be reassigned upon the termination of Your Service. Omni Communications shall not be liable for any damages (including consequential, special damages or other damages) to You arising out of any such reassignment or in the event that it needs to assign You a new telephone or facsimile number.

Storage Of User Information

Omni Communications is not obligated to store Your communications logs, voicemails, faxes, e-mails, or other messages and does so only as a convenience to You. You agree that Omni Communications has no responsibility or liability whatsoever for the deletion or failure to store any call log information, voicemails, faxes, e-mails, messages, and/or other communications maintained or transmitted by the Services. You acknowledge and agree that Omni Communications may establish limits as to the size of communications that Omni Communications transmits or stores and the duration for which Omni Communications stores any communications.

Recording Conversations

Certain Omni Communications Services provide a function that allows You to record individual telephone conversations. Certain laws and regulations apply to Your use of this call recording feature. In certain circumstances, You are required to obtain consent from all parties to record a telephone call. By using the Omni Communications call recording feature, You are required and agree to maintain compliance with all applicable laws and regulations. You understand and agree that You are solely liable for compliance with such laws and regulations and under no circumstances shall Omni Communications be responsible or held liable for such compliance. You understand that breach of such laws and regulations may result in both criminal and civil sanctions against You. You agree to inform all users of Your Account that their calls may be recorded and that they are obligated to comply with all applicable laws and regulations relating to their use of the call recording feature.

Omni Communications expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Omni Communications and its affiliates from and against any damages or liabilities of any kind related to Your recording of any telephone conversations using the Services.

Voice-To-Text And Text-To-Voice Limitations

Certain Omni Communications Services may provide a function that allows voicemails to be converted to text and vice versa. You understand and agree that Omni Communications’ 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 and all VTT or TTV features. Omni Communications expressly disclaims all liability with respect to the conversion of voicemails to text or vice versa. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Omni Communications and its affiliates from and against any damages or liabilities of any kind related to Your use of VTT or TTV features when using the Services.

Support And Feedback

Omni Communications provides customer and technical support to You via telephone and e-mail for the Services. Omni Communications will use reasonable efforts to troubleshoot and resolve issues reported by You but does not make any representations or guarantees that Omni Communications will be able to fully resolve any such issues. Except as provided in this section, Omni Communications has no obligation to provide additional customer support, technical support, or to provide solutions (e.g., bug fixes to software) to any issues that may arise in Your particular use of the Services.

From time to time, Omni Communications may send You surveys, comment cards, customer satisfaction forms, or other requests to provide feedback. You hereby grant Omni Communications, its licensors, and suppliers a perpetual, unlimited, worldwide fully-paid up, royalty-free licence to use all feedback, answers, ideas, comments, or other information You provide to Omni Communications.

Service Changes

You understand and agree that Omni Communications may make upgrades or changes to the Services which will not materially diminish the functionality of the Services without prior notice to You. In the event that a change to the Services would, in Omni Communications’ reasonable discretion and judgment, permanently and materially diminish or impair the functionality of the Services (a “Change”), Omni Communications shall provide You with written notice of such Change at least sixty (60) days prior to the date the change will take effect. If the Change is unacceptable to You, You may terminate the Services without penalty by calling Omni Communications at

0161 507 7999. Any use of the Services after the effective date of Change will be deemed Your acceptance of the Change.

Additional Terms For Omni Communications Cloud Telephone System (Hosted VoIP) Service

Omni Communications Office plans include one or more Voice over Internet Protocol (“VoIP”) lines included in Your bundled Services, and for other plans, Omni Communications offers options to add one or more VoIP lines to Your Services. In either case, Services for the VoIP line(s) will be referred to as “VoIP Service”, for which the following additional terms shall apply:

Grant of Rights

Omni Communications grants You a non-exclusive, non-transferable, revocable licence, and the right to use each VoIP line exclusively with one user under Your Account, subject to all the other terms of this Agreement. Accordingly, if You want to allow multiple users to use the VoIP Service, You will need to purchase at least one VoIP line for each user.

Charges and Plan Credits

Omni Communications offers several different plan options for VoIP Service. If you are not under a contract with Omni Communications, you may change Your VoIP Service plan at any time; however, a one-time processing fee of fifteen pounds (£15) may apply when “downgrading” an existing plan to a plan with lower monthly fees (e.g., a plan with fewer minutes and/or features). In addition, certain plans may entitle You to receive discounts on equipment used in connection with Omni Communications VoIP Service. If You receive any equipment discounts associated with a VoIP Service plan and subsequently change that plan to one that does not offer those equipment discounts, You agree to reimburse Omni Communications, and hereby authorise Omni Communications to charge Your credit/debit card on file, for such equipment discounts.

Equipment

To use the VoIP Service, You may need to purchase phones, headsets, or other equipment (collectively, “Equipment”). All Equipment shipments are F.O.B. Omni Communications’ shipping distributor facility. Omni Communications’ liability for delivery shall cease, and title to such Equipment (if applicable) and all risk of loss or damage shall pass to You upon delivery to the shipping carrier. All Equipment obtained from Omni Communications in connection with VoIP Service is subject to the Equipment Return Policy above. You understand and acknowledge that if You purchase an annual service plan and You cancel the Services plan prior to the end of Your initial term, cancellation or termination fees, or phone, hardware, and other equipment fees may apply in accordance with the terms and conditions of Your plan. You hereby authorise Omni Communications to charge Your credit/debit card, and You hereby agree to be liable for any and all such fees, costs, and charges.

VoIP 999/112 Emergency Service

YOU UNDERSTAND THAT 999/112 EMERGENCY SERVICES ARE ONLY PROVIDED BY OMNI COMMUNICATIONS IP DESK PHONES MOBILE APPLICATIONS ON SMARTPHONES (AND ONLY WHEN SUCH SMARTPHONES SUPPORT EMERGENCY SERVICES THROUGH THE UNDERLYING MOBILE TELEPHONE NETWORK), AND THE OMNI COMMUNICATIONS CALL CONTROLLER OR SOFTPHONE ON PCS, AND THE OTHER OMNI COMMUNICATIONS SOFTWARE APPLICATIONS AND SERVICES DO NOT PROVIDE ACCESS TO 999/112 EMERGENCY SERVICES.

Omni Communications VoIP 999/112 Emergency Services (“VoIP Emergency Services”) operate differently than the traditional 999/112 service (“Traditional Emergency Service”). We are required by Ofcom to advise you of the circumstances under which VoIP Emergency Services may not be available or maybe in some way limited by comparison to the Traditional Emergency Service. Such circumstances include:

Internet Connection Failure.  If the connection to the Internet over which Your Omni Communications VoIP Service is provided is interrupted, You would not have access to Omni Communications VoIP Service during that interruption and therefore will not have access to VoIP Emergency Services during that interruption.

Loss of Electrical Power.  Unless you have a backup system to power Your Internet connection and any equipment (PC with softphone, IP phone, or ATA with traditional telephone) that you use to access your Omni Communications VoIP Service, you will not have telephone service or access to VoIP Emergency Services during any power outage.

Loss of Cellular Network Access.  If you use Omni Communications’ mobile application on your cellular phone (e.g., an iPhone), tablet (e.g., an iPad), or other mobile communications device (each, a “Mobile Device”), Emergency Services are available only if your Mobile Device has cellular network access. If your Mobile Device does not have cellular network access, you cannot access Emergency Services even if your Mobile Device is connected to a wireless Internet connection (e.g., a WIFI hotspot). If your Mobile Device is incapable of accessing a cellular network, you cannot use Emergency Services on that device.

Number Flexibility & Service Portability

Traditional Emergency Services automatically send Your Emergency Call to the appropriate local emergency responder based on Your telephone number. Traditional enhanced emergency services (also known as E999 in the UK) automatically send Your Emergency Call to the appropriate local emergency responder along with Your registered address and telephone number. Because the Omni Communications VoIP Service permits You to obtain a telephone number that does not necessarily correspond to Your geographic location and allows You to use Omni Communications VoIP Service anywhere You have wired broadband Internet, the VoIP Emergency Service functions differently than Traditional Emergency Services in certain respects:

Because Your address does not necessarily correspond with Your telephone number, You must provide Omni Communications with the street address(es) where You will be using Omni Communications VoIP Service (“Registered Location(s)”) when You sign up for the service.

If You relocate any equipment (PC with softphone, IP phone, or analogue with traditional phone) that You use to access the VoIP Service, You must update Your Registered Location(s). If You do not update your Registered Location(s), any Emergency Calls You to make using the VoIP Service will be routed based on Your previously provided Registered Location and therefore may not be routed to the appropriate emergency responder for Your current location.

In addition, because the VoIP Service will, where possible, automatically transmit Your Registered Location to the emergency responder, You must update Your Registered Location to ensure that the VoIP Service transmits accurate location information to the emergency responder.

Once You notify us of a change in Your Registered Location, there may be a delay in making the new Registered Location available to properly route emergency calls and advise emergency responders of Your new Registered Location.

You should also be aware that the use of the Emergency Services from a Mobile Device will not be managed by Omni Communications. The mobile application relies upon your underlying mobile network operator’s ability to complete an Emergency Call and determine your current location. While this should provide you with as reliable an emergency call service as provided directly by your mobile network operator, Omni Communications has no control over how your mobile network operator handles Emergency Calls. Your use of Emergency Service from the mobile application may therefore fail for reasons outside of Omni Communications’ control.

Registration of Physical Locations Required

As outlined above, You must register the Registered Location where You will be using VoIP service for each VoIP phone line You use from Omni Communications (e.g., if You purchase Omni Communications Office with three VoIP lines, You must provide a Registered Location for each of the three VoIP lines). Omni Communications will obtain Your Registered Location as part of the service initiation process and will not provide VoIP Service until you have provided Your initial Registered Location. However, You must update Your Registered Location when You use Your VoIP Service from a new location.

You agree to provide true, accurate, current, and complete Registered Location information to Omni Communications as part of the service initiation process and to update as soon as possible Your Registered Location with true, accurate, current, and complete information whenever You use Your VoIP Service from a new location. If You provide Registered Location information that is, or that Omni Communications suspects to be, false, inaccurate, not current, or incomplete, Omni Communications has the right to suspend or terminate the Services and refuse any and all current or future use of all Services, or any portion thereof. Omni Communications will not, however, disable Your ability to make an Emergency Call during any service suspension.

You may update Your Registered Location by logging on to Your Account settings page or calling customer support at

0161 507 7999. You may only register one Registered Location for each VoIP line.

Notify All Users of Emergency Services Limitations

You should inform all business colleagues, household residents, guests, and other persons who may be present at the physical location where You utilise the VoIP Service that Emergency Calls may not be available or maybe in some way limited in comparison to Traditional Emergency Services. Omni Communications will provide VoIP subscribers stickers warning that Emergency Services may be limited or not available for use with any VoIP equipment by mailing stickers to subscribers upon Service initiation. It is Your responsibility to place these stickers on the equipment You use to access VoIP Service. If You have not received a sticker, or You require additional 911 stickers, please contact customer support at

0161 507 7999

Disclaimer of Emergency Service Liability

Omni Communications disclaims all responsibility for the conduct of emergency responders and all other third parties involved in the provision of emergency response services. Omni Communications does not have any control over emergency responders or other third parties and is therefore not responsible for whether they answer Emergency Calls made using the VoIP service, how they answer these calls, or how they handle or respond to these calls. Omni Communications relies on third parties to assist it in the provision of Emergency Calls and disclaims any and all liability for acts or omissions by third parties in the provision of Omni Communications’ VoIP Emergency Service.

IMPORTANT INFORMATION

If Your broadband connection fails, Your voice service will also fail. Your service may cease to function if there is a power cut or failure. These failures may be caused by reasons outside of Omni Communications’ control.

Additional Terms For Directory Enquiries Service

Omni Communications offers a directory assistance listing service (“Directory Assistance Listing”) associated with Your assigned Account, for which the following additional terms shall apply. By subscribing to Directory Assistance Listing, Omni Communications will share certain information about Your Account with third parties as reasonably necessary to provide phone directory assistance (“Listing Information”). This information may include, without limitation, Your company name, address, and phone numbers. This information will be published in and made publicly available through, third-party directory assistance listing services, to be selected by Omni Communications or third-party service providers at their sole discretion. You hereby permit and grant Omni Communications a worldwide, irrevocable, non-exclusive, royalty-free, fully paid-up licence to use and disclose the Listing Information for these purposes. You further acknowledge that by subscribing to Directory Assistance Listing, Your Listing Information may enter the public domain and that Omni Communications cannot control third-parties use of such information obtained through Directory Assistance Listing. You represent and warrant that the information provided in the Listing Information is true and accurate, and shall remain true and accurate (whether by updating such information or otherwise), at all times that You use the Services.

You may opt-out of Directory Assistance Listing at any time. Omni Communications may not be able to have Your Listing Information removed from some or all third-party directory assistance services that have already received Your information. You agree that Omni Communications is under no obligation to have Your Listing Information removed from any third-party directory assistance listing service already in receipt of such information.

Omni Communications bears no responsibility or liability for any cost, damages, liabilities, or inconvenience caused by calls made to Your telephone number; materials sent to You; inaccuracies, errors, or omissions with Listing Information; or any other use of such information. For the avoidance of doubt, Omni Communications shall not be liable to You for any use by third parties of Your Listing Information obtained through Directory Assistance Listing, including without limitation the use of such information after You have opted out of Directory Assistance Listing.

Publicity Rights

You agree that Omni Communications may identify You as a user of the Services in its business deals; press releases; marketing materials; electronic, printed, and broadcast advertising; newsletters; mailings; tradeshows; other promotional materials; on Omni Communications’ website; or any other third-party website where Omni Communications or its designated agents may promote the Services. You hereby grant Omni Communications and its agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free licence (with the right to sublicense) to use, reproduce, publish, and display Your name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.

Non-Disparagement

You agree not to directly or indirectly through a third party engage in any conduct or make any communication (public or private) that disparages Omni Communications or the Applications or Services in any way. Such communications include, but are not limited to, publishing, posting, printing, disseminating, or otherwise making such disparaging statements on or through the Internet, in any blog, or through any other form of social media. You further agree not to solicit or encourage, directly or indirectly, any such statements, comments, or communications by any third party. In accordance with the termination provisions below, Omni Communications may terminate Your access to the Applications or Services if You breach the requirements of this section.

Intellectual Property Infringement

Materials may be made available via the Service by third parties, not within our control. We are under no obligation to, and do not, review content transmitted, sent, or received using the Applications or Services for purposes of determining intellectual property infringement. However, Omni Communications reserves the right to terminate access to its Applications or Services if a user infringes third-party intellectual property rights, and will, in appropriate circumstances, terminate access to the Applications or Services if Omni Communications determines that a user is a repeat infringer.

Export Restrictions

You represent and warrant that (a) You are not located in (and will not use the Services or Applications in) a country that is subject to a U.S. Government or UK Government embargo, or that has been designated by the U.S. Government or UK Government as a “terrorist supporting” country, and (b) You are not listed on any U.S. Government or UK Government list of prohibited or restricted parties relating to exports. You also acknowledge that the Applications and Services may be subject to other U.S. and foreign laws and regulations governing the export of software by physical or electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to Omni Communications as well as end-users end-use and destination restrictions imposed by the U.S. and foreign governments.

Indemnification

To the maximum extent permitted by applicable law, You shall indemnify and hold harmless, individually and collectively, Omni Communications, its affiliates, agents, resellers, and other providers who furnish goods and services to You in connection with the Services, and their officers, directors, managers, employees, and shareholders (the “Indemnified Parties”) from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable legal fees and dispute resolution expenses) arising from or related to:

a breach of this Agreement by You;

the inability to use the Applications or Services or failure or outage of the Applications or Services for any reason.

the misappropriation, breach, violation, or infringement of any right, title, or interest of any third party, including but not limited to, contractual rights, intellectual property rights (including patent, trademark, copyright, and trade secret rights), rights of privacy, and rights of publicity and personality.

Term

Your licence to the Applications and Services is provided for a term specified in Your Services contract (the “Term”). The initial Term begins on the date that you sign up for the Services (the “Date of Purchase”).

The Term for all Service plans will renew automatically for successive Terms of the same length without further action by or notice to You unless You notify Omni Communications customer service of non-renewal at least thirty (30) days before the end of the then current Term, unless otherwise provided in Your Services contract.

For avoidance of doubt, the provisions of this Agreement relating to intellectual property ownership, customer representations, confidentiality, use policies and restrictions, equipment, number porting and availability, storage of user information, customer feedback, publicity rights, non-disparagement, additional software licences, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, future changes, interpretation, dispute resolution and arbitration, and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by law.

Termination

Monthly Plan Customers. For monthly plan customers, you may cancel or terminate Your use of the Services with or without cause at any time by emailing support@omnicom.uk , subject to the restrictions and fees provided in this Agreement, Your Services contract, and any additional agreements governing the Services.

Annual & Multi-Year Plan Customers. For annual and multi-year plan customers, you are purchasing the Service for the full length of the applicable Term.  If You terminate the Services prior to the end of Your Term, you are responsible for all charges for any remaining time left on the Term as if You remained a customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, taxes, and fees, including any applicable disconnection fee. In addition, you will not be entitled to a refund for any unused portion of prepaid Term charges.

Generally. You understand and agree that Omni Communications may at any time, and without additional notice to You, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Application or Services if:

– Omni Communications determines that You have materially breached this Agreement.

– Omni Communications determines that You have created or caused to be created multiple free accounts.

– Omni Communications determines that You have used a fraudulent credit/debit card to pay for Service charges on Your Account.

– Omni Communications determines that You have verbally insulted, abused, or harassed any of its employees, contractors, agents, or other representatives.

After a reasonable period of time if You have failed to respond to Omni Communications’ calls or email attempts to contact You about Your Account. We will normally inform you before we suspend or terminate your access to the Service.

Omni Communications determines that You did not or will not reasonably comply or cooperate with any applicable law or regulation.

Omni Communications is ordered by Ofcom, other regulators or any law enforcement or other government agencies to suspend or terminate Service to Your Account.

You bring any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against Omni Communications.

You make any disparaging statement (whether written, oral, electronic, or otherwise) against Omni Communications, its Services, or its employees, contractors, agents, investors, affiliates, or other representatives.

Omni Communications determines that such action is necessary to protect, maintain, or improve the Services; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect Omni Communications, its customers, or other third parties affiliated with Omni Communications; or for any other good cause.

Upon any termination or suspension of Your Account, Omni Communications may immediately deactivate or delete Your Account and all related information and files in Your Account and/or restrict any further access to such files, information, or the Applications or Services.

Omni Communications shall not be liable to You or any third party for any reason for terminating or suspending Your use or access to the Applications or Services.

If You or Omni Communications terminate or suspend Your right to use the Services, you shall not be entitled to any refund or pro ration of any pre-paid amounts, Plan Credits, international calling credits, or other amounts paid to Omni Communications prior to the termination or suspension date.

Force Majeure

Omni Communications shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fibre cuts, actions or inactions of third-party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond Omni Communications’ reasonable control.

Warranty Disclaimer

The Services provided hereunder are provided “as is” and “as available” and Omni Communications makes no warranties, express or implied, including but not limited to the implied warranties of satisfactory quality and fitness for a particular purpose and any similar warranty. Omni Communications makes no representations or warranties that the services are free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights. The entire risk associated with the use of the Services shall be borne solely by You.

Omni Communications makes no warranty on up-time, response times, latency, mean-time between failures, quality of service, and/or quality of voice or fax communications. Omni Communications expressly disclaims any warranty that the Services are appropriate for high-risk or other activities where failure of the Service could result in serious harm to persons or property.

Omni Communications makes no warranty that the Services will meet Your requirements, or that the Services will be uninterrupted, timely, secure, error free or that any defects in the Services will be corrected. Omni Communications is not responsible for messages or information lost or misdirected due to interruptions or fluctuations in the Services or the Internet in general. Omni Communications is not responsible for the content or functionality of any third-party network used in connection with the Services.

Omni Communications does not warrant the accuracy or reliability of the results obtained through use of the Services or any data or information downloaded or otherwise obtained or acquired through the use of the Services. You acknowledge that any data or information downloaded or otherwise obtained or acquired through the use of the Services are at Your sole risk and discretion and Omni Communications will not be liable or responsible for any damage to You or Your property.

No advice or information, whether oral or written, obtained by you from Omni Communications, its employees, resellers, partners, or affiliates or through or from the Services shall create any warranty not expressly stated in this Agreement.

Although every effort is made to ensure that voicemails and fax transmissions are secure, Omni Communications makes no guarantees of security.

Limitation of Liability

Nothing in this Agreement excludes Omni Communications’ liability for death or personal injury caused by Omni Communications’ negligence or the negligence of Omni Communications’ employees or agents, or for fraudulent misrepresentation.

To the fullest extent permitted by law, in no event shall Omni Communications or its affiliates be liable to You or any third party for direct, indirect, incidental, consequential, or punitive damages of any kind whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if Omni Communications has been informed in advance of such damages or such damages could have been reasonably foreseen by Omni Communications. Omni Communications’ total liability for any and all damages, regardless of the form of the action, shall be limited and capped in their entirety to the total fees Omni Communications charged you during the year in which the events giving rise to the action or claim first occurred. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.

Notices

Notices to You shall be effective on the date sent to Your registered electronic mail address when sent by email or, three (3) days following the date sent by post, postage prepaid, and addressed to Your current address on Your Account. You are responsible for notifying Omni Communications of any changes in Your contact information or address through Your Account settings page or by contacting customer service at 0161 507 7999.

Written notice to Omni Communications shall be effective when directed to Omni Communications’ Legal Department and received at Omni Communications’ then-current address as posted on Omni Communications’ Website, available here. Your notice must specify Your name, Account information, and security verification question and answer. All notices from You to Omni Communications must be made in writing.

Assignment

Omni Communications may assign this Agreement and any of its rights and obligations hereunder at any time. You may not transfer or assign this Agreement or any of Your rights or obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives.

Future Changes to This Agreement

Omni Communications may change the terms of this Agreement from time to time upon delivery of electronic or written notices to You. Omni Communications generally provides written notice of changes to Your account, including this Agreement and any other legal agreements, via email, electronic notice on the Omni Communications Website or Your Account Page, or on Your billing statements. You agree to carefully read and review each such e-mail notice, electronic notice, and billing statement from Omni Communications fully regarding any such notices of changes to Your Account.

The modified terms shall replace and supersede all previously agreed to electronic and written terms, as well as any prior versions of this Agreement. You agree that you are solely responsible for (a) making sure that Your registered email account is current and functional, (b) checking Your registered email account on a routine basis, (c) checking the Omni Communications Website and Your Account page on a routine basis, and (d) making sure that Omni Communications Ltd.’s communications are not blocked or rendered undeliverable by You, Your computer, any software installed on Your computer, Your Internet service provider, or for any other reason.

Interpretation of This Agreement

This Agreement, including the documents incorporated herein, constitutes the entire agreement between You and Omni Communications with respect to the Applications and Services and supersedes all prior or contemporaneous understandings regarding such subject matter.

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.

The failure of Omni Communications to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or any other provision.

Nothing in this Agreement shall be deemed or construed to constitute or create employment, partnership, association, joint venture, agency, or fiduciary relationship between the parties hereto.

You agree and acknowledge that any breach of the provisions regarding intellectual property ownership contained in this Agreement shall cause Omni Communications irreparable harm and Omni Communications may obtain injunctive relief and seek all other remedies available in law and in equity.

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (1) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; (2) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (3) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation, or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or Your sign up or use of the Applications or Services.

Omni Communications’ Affiliates shall have the benefit of and the right to enforce all provisions of this Agreement which benefit and are enforceable by Omni Communications. Subject to the foregoing, you agree that none of the terms in this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. For the purpose of this clause ‘Affiliate’ means a company which is a subsidiary or holding company of Omni Communications (“holding company” and “Subsidiary company” have the meanings given to them by s.1159 Companies Act 2006 and include parent and subsidiary undertakings as defined in s.1162 Companies Act 2006).

Dispute Resolution

In the event of any dispute, claim, question, or disagreement between You and Omni Communications or any Omni Communications affiliate (“Dispute”), You and Omni Communications shall first use reasonable best efforts to settle the dispute, claim, question, or disagreement. To this end, You, and an authorized member of Omni Communications’ legal department (or other representative of Omni Communications designated by the legal department) shall consult and negotiate with each other in good faith and, recognising their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Neither You nor Omni Communications shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.

Should You have a complaint or need information concerning our dispute resolution policy please see our Code of Practice.

Choice of Law

This Agreement and Your use of the Applications and Services shall be governed by and construed under the laws of England and Wales and You agree to submit to the exclusive jurisdiction of the English courts.

OMNI COMMUNICATIONS UNIFIED COMMUNICATIONS SERVICES SLA

1. Definitions and interpretation

1.1 In this SLA:

“Business Day” means Monday to Friday, excluding English bank and public holidays.

“Business Hours” means 09:00 – 17:30 on Business Days.

“Customer Equipment” means equipment used by the Customer in connection with the Services, whether or not supplied by Omni Communications.

“P1 Incident” means an incident where there is a total failure of the Services, or failure of a component that renders the affected Services unusable, for more than 50 individual end users for a continuous period of more than 5 minutes.

“P2 Incident” means an incident which reduces the level of functionality or performance of the affected Services across more than 50 individual end users for a continuous period of more than 5 minutes.

“P3 Incident” means an incident which affects (i) more than five but fewer than 50 subscribers for a continuous period of more than 5 minutes or

(ii) a component that has a limited effect on call functionality or the rest of the system.

“P4 Incident” means (i) an incident which affects more five or fewer subscribers for a continuous period of more than 5 minutes or (ii) a service request for configuration changes or a loss of functionality that is not service affecting.

“Target Resolution Times" has the meaning given to it in paragraph 2.2.

“Target Response Time” has the meaning given to it in paragraph 2.1.

2. Incident Reporting

2.1 Customers can report Incidents at any time either:

(a) by sending an email to support@omnicom.uk or

(b) by sending a WhatsApp message advising of the issue to +441615077999 or

(c) by calling Omni Communications on 0161 507 7999.

2.2 Omni Communications will triage the Incident using remote diagnostics and provide an initial response within the Target Response Time set out in paragraph 3.1 below. The initial response will include the confirmation that the Incident has been logged, and a Omni Communications Incident ticket reference number that the Customer must use in all correspondence relating to the Incident.

2.3 Omni Communications will notify the Customer whether an Incident has been designated as a P1, P2, P3 or P4 Incident following triage.

2.4 Omni Communications will provide the Customer with progress updates until the Incident has been resolved.

3. Incident Management

3.1 Omni Communications will use commercially reasonable efforts to provide an initial response (“Target Response Time”):

(a) for P1 Incidents, P2 Incidents, and P3 Incidents within four (4) Business Hours; or

(b) for P4 Incidents, within eight (8) Business Hours.

3.2 Omni Communications will use commercially reasonable efforts to Incidents within the following times (“Target Resolution Times”):

- P1 Incidents:  8 Business Hours

- P2 Incidents:  12 Business Hours

- P3 Incidents:  24 Business Hours

- P4 Incidents:  56 Business Hours

3.3 For the purposes of calculating the time taken to resolve an Incident, the following time is excluded:

(a) Omni Communications has requested and is awaiting information missing from the Customer’s reporting of the Incident;

(b) Omni Communications is waiting for power down or up of any Customer Equipment, or the results of other tests;

(c) Omni Communications is waiting for the Customer to provide access to the Customer’s premises and/or Customer Equipment; and

(d) Omni Communications or its contractor is unable to access the Customer’s premises and/or the Customer Equipment at an agreed time for a visit appointment.

4. Service Availability

4.1 Omni Communications shall use commercially reasonable efforts to ensure that during each calendar month the following Services achieve the following availability:

Services Availability

Unified Communications Services 99.9%

4.2 Availability is calculated on a calendar monthly basis using the following formula:

{ [ (M – TD) / M ] * 100 } %

Where:

(a) “M” is the number of minutes in the calendar month.

(b) “TD” is the aggregate number of minutes of all Downtime during the calendar month, where the duration of each outage is measured as the elapsed period between the time that the Customer reports an Incident to Omni Communications and the time that Omni Communications notifies the Customer that the Incident has been resolved.

(c) “Downtime” is any period during which the Services are not Available, other than where the non-Availability results from:

(i) maintenance carried out where Omni Communications has given at least 48 hours’ prior notice to the Customer; or

(ii) non-availability of the internet, or a failure of the Customer Equipment, or a power outage at the Customer’s premises; or

(iii) any act or omission of the Customer, or any person acting on behalf of the Customer, which prevents or delays the availability of the Services; or

(iv) a Force Majeure Event.

Omni Communications Handset Lease Program and Rental Agreement

Omni Communications Handset Lease Program and Rental Agreement (“Rental Agreement”)

Omni Communications Handset Lease Program is available to those customers who have entered into a contract for the purchase of ClearDial Office plan Telephone Services, through a Omni Communications Telephone Services Agreement with a minimum Initial Term of at least thirty-six (36) months and a Renewal Term of at least twelve (12) months. For clarification, the Rental Agreement must be coterminous with the Omni Communications Telephone Services Agreement and for an Initial Term of at least thirty-six (36) months, and the customer must enter into the Rental Agreement at the same time as the Start Date of the Omni Communications Telephone Services Agreement. This Phone Rental/Lease Program is offered and available to United Kingdom businesses only.

This Rental Agreement, when entered into, will form part of the Omni Communications Telephone Services Agreement, the terms of which are incorporated herein by reference, including, without limitation, all defined terms. This Rental Agreement is further subject to the general Omni Communications End User Licence Agreement and Terms of Service (the “General EULA,” available at https://omnicom.uk/terms-conditions the terms of which are incorporated herein by reference. To the extent there is any conflict between the terms of the General EULA and this Rental Agreement, the applicable terms of this Rental Agreement shall govern.

Any capitalised terms not defined herein will have the same meaning as in the General EULA or the Omni Communications Telephone Services Agreement, as applicable.

Rental Services

This Rental Agreement is for the rental of certain telephone hardware (each a “Rental Device”) from Omni Communications (collectively, the “Rental Services”). Omni Communications charges a recurring monthly fee for each Rental Device (collectively, the “Rental Fees”). As part of your recurring bill from Omni Communications, you agree to pay the Rental Fees for all Rental Devices, using the same payment method and payment period as your payments for Omni Communications ClearDial Office Telephone Services, as defined in your Omni Communications Telephone Services Agreement. Omni Communications will pro-rate the Rental Fees for any equipment that is rented, for the initial period from the start of the rental period until the end of the then-current billing period for the ClearDial Office Plan Telephone Services, and the start of the rental will begin on the date a Rental Device is recorded as delivered by a designated courier (the “Rental Start Date”).

The Rental Services with respect to a Rental Device shall commence on the Rental Start Date and terminate upon the earliest to occur of: (a) either Party delivers thirty (30) days prior written notice of termination of this Rental Agreement to the other Party (with such termination date being at the end of the Office Services billing period in which the end of such 30 day period occurs); (b) the termination of the Omni Communications Telephone Services Agreement. Notwithstanding the above, at any time within thirty (30) days after the Rental Start Date, you may terminate the Rental Services with respect to a Rental Device immediately upon written notice from you to Omni Communications, without paying any Rental Fees for such Rental Device.

Upon any termination of the Rental Agreement or Rental Services, you agree to return or purchase a Rental Device (including all accessories and materials that were provided with the primary hardware device) consistent with Omni Communications’ written instructions and in accordance with the Return or Purchase Rights section of this Rental Agreement, and that Rental Device will no longer be considered a Rental Device upon the completion of a return or purchase. If you do not return a Rental Device (subject to Omni Communications’ inspection and acceptance of the returned Rental Device in its reasonable discretion) within five (5) business days following the termination of the Rental Services for such Rental Device, you will be deemed to have purchased that device at a purchase price equal to: (1) during the first 12 months after you received the Rental Device, 100% of the Rental Device’s then-current Omni Communications list price shown on Omni Communications’ web site; or (2) after such 12 month period, a pro-rata percentage of such list price, reducing

to no charge at the end of the minimum 36-month Rental Term, and you agree to pay the applicable purchase price.

If you wish to upgrade a Rental Device, the replacement of the current Rental Device shall be deemed a termination of the Rental Services with respect to the current Rental Device and be subject to the termination provisions hereof, including the return or purchase provisions for the Rental Device set forth in the Return or Purchase Rights section of this Rental Agreement; provided that the Rental Services for the current Rental Device shall be deemed to terminate, and the Rental Services of the replacement Rental Device shall commence, on the date the replacement Rental Device is recorded as delivered by a designated courier.

The Rental Fees for the Rental Services do not include additional services you may select, taxes, fees, international usage, and other additional services. Sales tax varies by jurisdiction of purchase or rental and may be calculated based on full retail price or Omni Communications cost price, as determined by the tax law in the jurisdiction of purchase or rental.

Rental Devices Ownership; Damage and Loss

Omni Communications is and will remain the owner of each Rental Device unless title is conveyed to you in writing following Omni Communications’ confirmation to you of its receipt of your payment in full of the purchase price for the Rental Device. You will not grant any third party any right to use, possess, or control any Rental Device, sublease any Rental Device, attempt to dispose of any Rental Device, grant any interest or right in a Rental Device to any third party, or otherwise do anything that undermines Omni Communications’ ownership of each Rental Device. Omni Communications may, without notifying you, assign Omni Communications’ interest in any Rental Device, and in that event, Omni Communications’ assignee will have all of Omni Communications’ rights in the Rental Device under this Rental Agreement, but none of Omni Communications’ obligations. You agree not to assert against Omni Communications’ assignee any claims, offsets, or defences you may have against Omni Communications. Upon Omni Communications’ request, you will execute and deliver to Omni Communications any documents or forms for protecting Omni Communications’ ownership and interest in each Rental Device.

Upon receipt of each Rental Device, you will examine each Rental Device, and unless you notify Omni Communications within five (5) business days of your receipt of a Rental Device of any issue with a Rental Device, each Rental Device shall be deemed to be in good working order at the time of receipt. In the event that any Rental Device delivered to you is stolen, lost, damaged, or transferred to any third party, regardless of the circumstances or cause, you will immediately notify Omni Communications in writing and pay Omni Communications a purchase price equal to: (1) during the first 12 months after you received the Rental Device, 100% of the Rental Device’s then-current Omni Communications list price shown on Omni Communications’ web site, or (2) after such 12 month period, a pro-rata percentage of such list price, reducing to no charge at the end of the minimum 36-month Rental Term. This obligation does not apply to any damage to a Rental Device that is covered by the manufacturer’s warranty.

Rental Device Usage

You will ensure that: (a) each Rental Device will only be used in a careful and proper manner and in accordance with the written instructions provided with it by Omni Communications , as may be updated by Omni Communications or the manufacturer of the Rental Device from time to time; (b) each Rental Device will be used with due care and will not be defaced, modified, or used or operated in any manner or for any purpose in violation of any applicable law or regulation; (c) each Rental Device must remain within the United Kingdom and may not be exported or re-exported to any country contrary to UK or U.S. export laws; (d) any regulatory or certification markers affixed to a Rental Device may not be removed, defaced, or otherwise obstructed; and (e) each Rental Device will only be repaired subject to Omni Communications’ express written authorisation and in accordance with Omni Communications’ instructions and requirements.

Return or Purchase Rights Returns

When you return a Rental Device, you agree to return a fully functional and non-damaged Rental Device to Omni Communications , at your risk and cost, and you agree that, to the extent that you do not do so, without prejudice to any other right or remedy which Omni Communications may possess at law or under this Rental Agreement, you will be liable to pay Omni Communications a twenty-five pounds sterling (£25.00) re-stocking fee, which sum the parties confirm represents a genuine pre-estimate of Omni Communications’ loss. You agree to pay all shipping and handling charges related to any Rental Device and related hardware returns.

All Rental Devices and related hardware must be fully functional, include all components, manuals, peripheral devices, and all other accessories that were originally shipped with the Rental Device. At our discretion and without prejudice to any other right or remedy which Omni Communications may possess at law or under this Rental Agreement, we may decline your return or charge you an additional fee of twenty pounds sterling (£20.00) for each missing item or for each item that we determine is damaged or not in good working condition, which sum the parties confirm represents a genuine pre-estimate of Omni Communications’ loss.

Before returning any Rental Device or hardware that has data in its memory, please transfer all files you wish to retain to another file source. Once the hardware is returned: (i) we or our Affiliates or nominees may (but shall not be obligated to) delete or destroy such files; (ii) your files cannot be recovered; and (iii) you release us and our Affiliates of any liability for any lost, disseminated, disclosed, damaged, or destroyed files, data, or other information.

Purchases

You may purchase a Rental Device at any time following 24 months from the date you received the Rental Device. You agree to purchase the Rental Device for a pro-rata percentage of the Rental Device’s then-current Omni Communications list price shown on Omni Communications’ web site, reducing to no charge at the end of the minimum 36-month Rental Term.

Other Remedies

If you are obligated to return or purchase a Rental Device subject to this Return or Purchase Rights section of this Rental Agreement, and you have not returned a Rental Device or you have defaulted in any obligation to pay the purchase price due for a Rental Device to be purchased, Omni Communications may, in addition to those remedies available at law, in equity, or as otherwise set forth in this Rental Agreement, take possession of any or all Rental Devices without demand, notice, or legal process, wherever each Rental Device may be located, and you hereby waive any and all damages occasioned by that taking of possession.

Warranty Disclaimer

Each Rental Device and any telephone hardware purchased in connection with this Rental Agreement is provided “as is” and “as available” and Omni Communications makes no warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose and any similar warranty, whether said warranty arises under English law or the laws of any other country. Omni Communications makes no representations or warranties that any Rental Device will be delivered to you by a particular date or is free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights (including patent and trade secret rights).

Some jurisdictions do not permit the disclaimer of certain implied warranties, so certain of the foregoing disclaimers may not apply to you. To the extent that Omni Communications cannot disclaim any such warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permitted under such law.

General Terms

You authorise us to collect any payment owed by you hereunder from your payment method, as provided in your OMNI COMMUNICATIONS Telephone Services Agreement or the General EULA, as applicable. This Rental Agreement, which is subject to and incorporates by reference the Omni Communications Telephone Services

Agreement, and the General EULA, constitutes the complete, final, and exclusive embodiment of the entire agreement between you and the Company regarding the Rental Services.

Omni Communications may, in its discretion, update or change the terms and conditions of this Rental Agreement, and the version of this Rental Agreement applicable to each Rental Device, is the version of this Rental Agreement then in effect at the start of the rental for that Rental Device, including the start of the rental for an upgrade Rental Device. This Phone Rental/Lease Program is offered and available to United Kingdom residents only. Customer must agree to a Service Commitment Period for Omni Communications ClearDial Office plan Telephone Services with an Initial Term of at least 36 months to be eligible to participate in the Phone Rental/Lease Program.

This Agreement covers the provision by OMNI COMMUNICATIONS of Digital Agency Services. If you have subscribed to OMNI COMMUNICATIONS Business VoIP, Business Broadband or phone line, a separate agreement will be sent to cover those specific terms. “OMNI COMMUNICATIONS”, “we”, “us”, or “our” refers to Beacon Communications Ltd, a limited company incorporated in England and Wales registered under Company Number 10805697, whose registered office is at Level One, Basecamp Liverpool, 49 Jamaica Street, Liverpool, England, L1 0AH. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS END USER LICENCE AGREEMENT AND THESE TERMS OF SERVICE (COLLECTIVELY, “AGREEMENT”), DO NOT DOWNLOAD, INSTALL, OR USE ANY OMNI COMMUNICATIONS SOFTWARE APPLICATIONS OR SERVICES, INCLUDING THE OMNI COMMUNICATIONS (“WEBSITE”).

BY DOWNLOADING, INSTALLING, OR USING ANY OMNI COMMUNICATIONS SOFTWARE APPLICATIONS OR SERVICES, YOU AGREE TO ABIDE BY AND COMPLY WITH THIS AGREEMENT, AND YOU AFFIRM THAT YOU EITHER ARE AT LEAST 18 YEARS OF AGE OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND THAT YOU ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS AGREEMENT.

Definitions

Client or Customer means the person with whom Omni Communications enters into contract, subject to the terms of this Agreement. The client or customer also includes individuals who represent a group a business or organisation and appear to act with reasonable authority.

Domain name refers to all domains either registered through us or transferred to us.

Hosting refers to any website hosted on our servers and includes the provision of e-mail services.

Design refers to any work we do on a client’s web site.

SEO is Search Engine Optimisation.

‘We’ refers to Omni Communications 

Digital Agency Terms

Our Responsibilities

We agree to provide services in accordance with these terms and conditions and that of our suppliers.

We provide these services in accordance with industry and government guidelines.

We will apply the necessary skills and expertise in order to deliver a highly professional and efficient service.

We will endeavour to work with any timescales agreed between our Digital Services Team and the client, provided that the client has provided all of the necessary information and materials to complete or progress with the service. In the unlikely event that we are unable to meet a deadline, for example through staff illness or circumstances beyond our control, we will 

endeavour to inform the client in advance.

Client Responsibilities

The client shall be responsible for providing any required materials or information in respect of the services they purchase.

A contract has been entered into when the client orders a service and agrees to pay any required deposit in advance or upon receipt of an invoice. The full amount becomes due upon completion of the service (or at agreed intervals for ongoing services).

The client shall make sure that they have access to any necessary computing facilities and adequate IT skills in order to access our services on the internet, configure and use e-mail and provide any necessary information and materials to us in the required format. We shall, however, at our discretion, help clients who are not IT literate or do not have a computer to access and use our services.

Domain Name Registration

We cannot guarantee that the domain name you apply for will be available for registration.

The registration of the domain name and its ongoing use is subject to the relevant naming authority’s terms and conditions of use and you are responsible for ensuring that you are aware of those terms and conditions and can and do comply with them. For Nominet terms visit nominet.org.uk and for Icann terms visit www.icann.org

We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute.

Once you enter a contract to purchase a domain name, we will either request payment in advance of registration of the domain name or invoice you immediately. If the domain is included in a website package, then you may be required to pay a deposit to cover the cost of the domain before work on the website progresses.

We will not be held liable for any losses directly or indirectly caused by non re-registration of domains for whatever reason. We will attempt to contact the owner of the domain name in advance, via the administrative e-mail address as supplied, in order to give the option to renew the registration through us.

We will require at least three days notice for the transfer of a domain name from our server. However, we reserve the right to withhold a domain transfer where fees are outstanding.

We cannot be held responsible for the transfer of domain names to our server. This responsibility lies with the client to request the transfer, although we may assist where required.

Website Design

Any sample proposal designs are subject to change. We will continue to liaise with the client to ensure that they are satisfied with the design, layout, and structure of the website in accordance with the consultation.

Clients can make changes to a web design during development within reason but may be subject to further costs at our standard rates where changes are beyond what we consider reasonable.

Timescales supplied are subject to change although We will endeavour to inform the client or any changes in advance.

Any delays by the client after we feel the site has been built with all the information supplied but no further information or contact has been made will result in the issue of an invoice to cover all work up to that date.

Our Digital Services Team will endeavour to professionally design any website in accordance with current industry standards available at the time. This shall include optimising the website for search engine performance and submitting the website details to Google. However, we shall not be responsible for Google’s acceptance or rejection of the website submission or for the performance and ranking of the website in any search engine.

Any form of online advertising does not guarantee extra sales income. Omni Communications makes no warranties of profit or sales. Advertising costs must be made in advance in full.

We do not guarantee that any website will generate visitors or income. This will depend upon the client integrating the website into their overall marketing strategy.

Website Hosting/ E-mail

We specifically exclude any warranty as to the accuracy or quality of information received by any person via the Server and in no event shall we be liable for any loss or damage to any data stored on the Server. You are responsible for maintaining insurance cover in respect of any loss or damage to data stored on the Server. This does not affect your statutory rights as a consumer.

You warrant to Omni Communications that you will only use your website for lawful purposes. In particular, you further warrant and undertake that:

– you will not, nor will you authorise or permit any other party to, use the Server in violation of any law or regulation, or violation of any of these Terms and Conditions.

– you will not knowingly or recklessly post, link to or transmit:

any material that is unlawful, threatening, abusive, harmful, malicious, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable in any way; or any material containing a virus or other hostile computer program.

– you will not post, link to, or transmit any material that shall constitute or encourage a criminal offense, give rise to civil liability or that violates or infringes any trademark, copyright, other intellectual property rights or similar rights of any person, firm, or company under the laws of any jurisdiction; and the Terms and Conditions contained here.

– you will conform to the standards made available by me from time to time and will not yourself, and will ensure that none of your end users, make excessive or wasteful use of the Server to our detriment or that of our other customers.

– you or your end users will not send any bulk unsolicited email.

You are responsible for sending mail in accordance with any relevant legislation (including data protection legislation) and for sending the same in a secure manner. We will take all reasonable steps to ensure accurate and prompt routing of messages, but we will not accept any liability for non-receipt or misquoting or any other failure of email.

You warrant, undertake, and agree that:

you will keep secure any identification, password and other confidential information relating to your account and you will notify us immediately of any known or suspected unauthorised use of your account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your password information. Whilst I shall use reasonable endeavours to ensure the integrity and security of the Server, I do not guarantee that the Server will be free from unauthorised users or hackers.

If your web site is causing disruption to the other users on the server, we reserve the right to remove or suspend the site as we see fit and terminate the agreement forthwith.

Bandwidth shall be limited to the amount supplied in the service ordered. Bandwidth charges are applied to any customer that exceeds more than 1GB over that limit at 50p per MB.

Omni Communications is not responsible for the backup of any files on the server. Should data be erased due to hardware failure or any other reason, we will not be responsible for any resulting financial loss whatsoever.

We have the right to terminate services without giving a refund and without prior notice:

– if the customer is consuming our time dealing with unwarranted complaints or legal matters or if the customer is endangering the system or overloading the network.

– the server is being used for activities we deem inappropriate.

– the server is being used for criminal activities.

– the unauthorised use of IP numbers, flooding, sniffing, netmasks, gateways, etc.

We shall use reasonable endeavours to provide continuing availability of the server, email accounts and the services but we shall not, in any event, be liable for service interruptions or down time of the server. Many computer faults are beyond our control and we shall try our best to fix them for you as soon as is possible.

Intellectual Property Rights and Other Consents 

You are solely responsible for obtaining any and all necessary intellectual property rights clearances and/or other consents and authorisations in respect of the Services ordered.

Digital Marketing 

Omni Communications has no control over the policies of Facebook, Twitter, YouTube, LinkedIn, and all other social media channels being utilised for campaigns. Further, we have no say with respect to the type of content that social media channels accept now or in the future. We are not responsible in the event that your account is blocked as a result of you violating any policies of any social media platform. 

Omni Communications makes no warranty that the Social Media Campaign will generate any increase in sales, business activity, profits, or any other form of improvement for your business or any other purpose.

Any social media or SEO goals are provided for illustration purposes only. Whilst we endeavour to meet our goals, we cannot guarantee results of any organic or paid for social media or SEO marketing campaigns. 

You guarantee that any content provided by you for the purposes of digital marketing is owned by you and does not infringe any copyright laws. We make every attempt to check unlawful content, however, we cannot be responsible for the Content accessed or made available to others through the Services.

Omni Communications reserves the right to remove content and accounts containing content that we determine in our sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive including that we consider to be libellous, defamatory, obscene, or otherwise objectionable.

You must not upload, post, host, transmit or otherwise make available to others unsolicited email, SMS, or “spam” messages through the services that we manage on your behalf. 

Omni Communications reserves the right to reject or discontinue the social media services where we are unable to provide the services due to technical, ethical, legal, or other matters. We will provide a pro rata refund in this instance.

Our charges do not include the cost of any pay per click advertising. You agree to pay this sum yourself either directly to Google or the social media platform or through us. Our management fee quoted is on top of any sums spent of pay per click or other paid for advertising.

Omni Communications will not own your special media profiles or accounts. However, our Digital Services Team do require full administration rights in order to provide you with a service. You agree to provide us with the access we require in order to provide you with a service.

Our Digital Services Team may require you to set up your own personal social media profiles in order to administer your own pages in conjunction with us. In this instance you confirm that you have adequate computer skills and access to an email address and telephone number in order to do this. Omni Communications will not ask you for access to your personal social media pages and will not set these up on your behalf as this is in violation of the policies of Facebook, Twitter, YouTube, LinkedIn, and all other social media channels that we use. 

End User Licence and Restrictions

Omni Communications grants You a limited, personal, revocable, non-exclusive, non-sub licensable, non-assignable, non-transferable, non-resalable licence and right to use the Omni Communications Services and Applications in strict accordance with this Agreement. All rights not expressly granted under this Agreement are retained by Omni Communications.

No Grant of Intellectual Property Rights and No Resale

You acknowledge and agree that any and all patents, copyrights, trademarks, service marks, trade secrets, and all other intellectual property rights (collectively, “IP Rights”) in the Applications and Services are and shall remain the sole and exclusive property of Omni Communications and its licensors. Nothing in this Agreement intends to or shall grant, transfer, or assign any IP Rights to, or vest any IP Rights in, You. You are only entitled to the limited use of the rights expressly granted to You in this Agreement. You will not take any action to jeopardise, limit, restrict or interfere with the IP Rights or do any other action or thing which otherwise has the effect of jeopardising, limiting, restricting, or interfering with Omni Communications’ ownership or use of the IP Rights. You acknowledge and agree that any unauthorised use of the IP Rights is a breach of this Agreement, as well as a breach of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third-party content that may be accessed through the Applications or Services is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

No Grant of Rights to Third Parties and No Resale

You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Applications or Services or any part thereof without Omni Communications’ prior written consent.

No Modifications

You agree not to undertake, cause, permit, or authorise the copying, modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Applications or Services, or any parts thereof. You agree not to intercept, capture, emulate, decrypt, or redirect the communications protocols used by Omni Communications for any purpose, including without limitation causing the Applications to connect to any computer server or other device not authorised by Omni Communications or in a manner not authorised by Omni Communications.

New Versions of the Software

Omni Communications, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to the Applications and Services. You acknowledge and agree that Omni Communications has no obligation to make available to You any subsequent versions of the Applications or Services. You also agree that You may have to enter into a renewed version of this Agreement if you want to download, install, or use a new version of the Software. In addition, You and Omni Communications acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to the Applications or Services and that Omni Communications is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent such maintenance and support is required under applicable law.

Service Registration Procedures

Upon signing up for the Service and at subsequent times as requested by Omni Communications, You agree to provide to Omni Communications Your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, shipping address, the addresses where the Services will primarily be used, email address, contact phone number, credit/debit card information, and other data which may be necessary to administer Your Omni Communications account (“Account”) (collectively, “Registration Data”). You represent and warrant that the information You provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If You provide Registration Data that is, or that Omni Communications suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Omni Communications has the right, in its sole discretion, to suspend or terminate the Service and refuse any and all current or future use of all Services by You, Your business(es), affiliates and all users of Your Account. At all times, you shall maintain and promptly update Registration Data.

Upon completion of all Registration Data and acceptance of this Agreement, Omni Communications will provide You with, as applicable, a password(s), user ID(s), PIN(s), telephone number(s), and other account information. You will be required to provide a security question and answer that will be used to verify ownership or affiliation with the Account. You are solely responsible for maintaining the confidentiality of all passwords, PINs, and security questions and answers associated with the Account, and, at all times, You will be solely responsible for all transactions and activities that occur as a result of the disclosure (whether authorised or unauthorised) of any password(s), PIN(s), and/or security questions(s) and answer(s) associated with the Account, even if such transactions and/or activities were not authorised by You. You are solely liable for any transactions or activities by You or anyone else that occur on Your Account. You shall immediately notify Omni Communications of any unauthorised use of Your Account or if any other breach of security has occurred. In no event shall Omni Communications be liable for any unauthorised use of Your Account.

In connection with the registration, implementation, maintenance, or servicing of the Services, you will be required to provide data, information, or other materials (collectively “Customer Data”). You hereby grant to Omni Communications a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) licence to copy, store, record, transmit, display, view, print, and use Customer Data to the extent required to provide or improve the Services. Omni Communications may also share Customer Data as permitted pursuant to Omni Communications’ Privacy Policy, available at https://beaconcom.co.uk/privacy-policy/, which is incorporated into this Agreement.

Customer Representations

You represent and warrant that You possess the legal right, capacity, and ability to enter into this Agreement. You represent and warrant that You will not use the Applications or Services in environments requiring fail-safe performance or in which the failure of the Applications or Services could lead directly to death, personal injury, or severe physical or environmental damage. You represent and warrant that the Registration Data, username, contact information, Registered Location(s) (as defined below), and all other information provided in connection with Your Omni Communications Account are true and correct at all times. You represent and warrant that You will not use the Applications or Services in breach of the Use Policy herein.

You agree to be financially responsible for Your use of the Applications or Services, including the authorised or unauthorised use of Your Account and pay Omni Communications for the Applications or Services.

Product Pricing and Availability

With respect to its advertising, offering, or sale of Applications, Services, or any other products (collectively, “Products”), Omni Communications endeavours to describe its Products as accurately as possible and to keep information about its Products accurate and up to date. Nevertheless, Omni Communications does not warrant or represent, and it is not a term of this Agreement, that any descriptions, pricing, availability, or other information relating to the advertising, offering, or sale of Products (collectively, “Product Information”) from its Website, marketing materials, promotional flyers, advertisements, or other printed or electronic materials (collectively, “Product Materials”) is accurate, complete, reliable, current, or error-free. Despite our efforts, it is possible that Product Information may be mispriced, described inaccurately, or that the Product may be unavailable. Except for any liability in respect of fraudulent misrepresentation to the fullest extent permitted by law, Omni Communications is not liable for any action You may take in reliance on any content provided on our Website or for any loss or damage suffered by You as a result of You taking this action.

In the event Omni Communications determines that a Product is mispriced, described inaccurately, or unavailable, Omni Communications reserves the right to take any action it deems reasonable and necessary to rectify the error, including without limitation, cancelling Your Account or subscription to the Services. You agree to notify Omni Communications immediately if You become aware of any pricing or descriptive errors or inconsistencies with any Products You order through the Product Materials and comply with any corrective action taken by Omni Communications.

You acknowledge and agree that the Services may not be available 100% of the time. Credit allowances for interruption of the Services may only be provided on a case-by-case basis at the sole discretion of Omni Communications and shall be Your sole remedy for any Service interruptions or other issues with the Services.

Marketing Materials and Promotional Services

If you have opted to receive marketing materials from Omni Communications or purchased a Service from Omni Communications, Omni Communications may from time to time send You such marketing materials and offer additional promotional services to You at no cost or at an additional fee (“Promotional Services”) in accordance with our Privacy Policy via electronic transmission, e-mail, mail, or otherwise, provided that You may unsubscribe to such materials at any time by following the unsubscribe link in the marketing message or notifying Omni Communications Customer Support. You understand and agree that Omni Communications may modify the scope of the Promotional Services it offers at any time without additional notice to You. You further understand and agree that Omni Communications may offer Promotional Services only to new customers and that You may not be eligible for some or all of the Promotional Service offerings. If You are offered promotional or special pricing by Omni Communications on any of the Services, you agree to keep the pricing information strictly confidential and shall not disclose such information to any third party without the express written consent of Omni Communications.

Use Policies

You shall not use the Services for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with Omni Communications’ ability to provide high quality Services to other customers, prevents or restricts other customers from using the Services, or damages any Omni Communications’ or other customers’ property. If Omni Communications finds that You are using the Services for anything other than the permitted uses in this Agreement or for any of the prohibited uses in this Agreement, Omni Communications may at its sole discretion terminate Your Service and charge You any applicable fees for the Services used plus damages caused by Your improper use. Prohibited uses include, but are not limited to:

Behaviour that is illegal, obscene, threatening, harassing, defamatory, libellous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.

Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws.

Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.

Creating a false Caller ID identity (“ID spoofing”) or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.

Transmitting any material that may infringe, misappropriate, or otherwise violate the foreign or domestic intellectual property rights or other rights of third parties.

Breaching any applicable laws regarding the transmission of technical data or software exported through the Services.

Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid this Use Policy.

You further understand and agree that:

– You shall be solely liable for any transmissions sent through the Services under Your Account, including the content of any transmission sent through the Services under Your Account.

– You will abide by all applicable Omni Communications policies, procedures, and agreements related to the Services.

– You shall not attempt to gain unauthorised access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means.

– Your use of the Services is subject to all applicable laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, data protection and privacy laws and false advertising).

Omni Communications reserves the right to add to, modify or amend this Use Policy at any time for any reason at its sole discretion.

Taxes, Charges, Fees and Chargebacks

Generally.

Please note that all prices, taxes, surcharges, and fees are subject to change at any time. You are responsible for paying all charges for Your Account, including but not limited to setup fees, monthly service charges, paid-for advertising and/ or any additional licensing charges in relation to feature/ service upgrades which are additional to the service you have subscribed for, and for all taxes, surcharges, fees, and levies imposed on You or Omni Communications as a result of Your use of the Service. Customers with a past due balance on previous or multiple accounts will be charged the full balance upon opening a new account or updating their credit/debit card information on file. Omni Communications also reserves the right to charge termination and transfer fees consistent with each plan’s terms and conditions and as provided in this Agreement.

Taxes, Charges, and Fees

All fees for Services advertised or otherwise listed on the Website are exclusive of VAT and administrative or recovery fees or charges (collectively “Taxes and Fees”). You agree to pay all Taxes and Fees and/or similar liabilities, however denominated, that may now or hereafter be levied on the Services which are chargeable to or recoverable from customers by any local or international law or regulation, as well as any administrative and recovery fees and charges levied on the Services by Omni Communications, whether or not mandated by law or regulation. Should Omni Communications pay or be required to pay such liabilities (including any Taxes and Fees that were due but not charged or previously collected), You agree that Omni Communications may charge Your credit/debit card on file for such payments upon receipt of an invoice and showing of indebtedness to Omni Communications.

Discounts

From time to time in its sole discretion, Omni Communications may offer promotions or discounts. Any promotion or discount codes must be provided to Omni Communications upon purchase of the Services. You shall not be entitled to a subsequent credit for such promotions or discounts if You do not request such credit at the time of Account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for Services retroactively. If a promotion and/or discount is offered on a confidential basis, you agree not to disclose the promotion and/or discount and to assume full responsibility for any harm, direct or indirect, caused to Omni Communications by the disclosure of the promotion and/or discount.

Billing and Payment

Any applicable initiation charges, usage, monthly recurring charges, support charges, and other fees are billed in full in advance. Termination, equipment returns fees and transfer charges, if any, are billed in arrears. Upon termination of Your Account for any reason, all unused services, shall expire in their entirety on the termination date. No refund, transfer or proration shall be made of any remaining periods/months on any Service plan.

When You subscribe to Services, you will provide us with a payment method, such as a valid credit/debit card (including proper billing information) or direct debit, and, if applicable, authorise us to collect from Your payment method. Upon termination, we will charge You any reasonable termination fees and any other outstanding charges and disconnect Your service. You agree to advise and notify us of any changes to Your payment method, such as credit/debit card account number or expiration date changes. If the credit/debit card or other payment method on Your Account is declined or fails for any reason, Omni Communications will use reasonable efforts to contact You and advise You of the failed billing attempts. Notwithstanding the foregoing, Omni Communications reserves the right to disconnect Your Service and terminate Your Account if Your credit/debit card on file is declined or fails for any reason, and Omni Communications reserves the right to continue to attempt charging Your credit/debit card or attempt collection by Direct Debit for any outstanding Service charges and additional fees and pursue any other legal remedies available to Omni Communications.

Time is of the essence for payment. Therefore, you agree to pay us interest at the lesser rate of (a) the Late Payment of Commercial Debts (Interest) Act 1998 or (b) the highest amount allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of our rights to collect the full amount due.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorate the charges to Your Account.

You must dispute any charges for the Services in writing to Omni Communications within one (1) year days of the date of the charge by Omni Communications. If You fail to provide a written statement explaining in reasonable detail Your reasons for disputing the charge within such time period, you hereby irrevocably waive any objection and further recourse with regard to such charges.

You can dispute any other charges or make any complaints you may have against Omni Communications by following our dispute resolution policy included in our Code of Practice.

Account Ownership

The Account owner shall be the legal entity (e.g. company, partnership, individual) that signs up for the Services with Omni Communications. If no legal entity is provided upon sign-up, the Account owner shall be the owner of the credit/debit card used to open the Account. Subsequent changes to ownership must be supported by appropriate legal documentation. Omni Communications shall not adjudicate ownership-related disputes or any other internal business dispute. If Omni Communications is unable to determine the valid owner of the Account, Omni Communications reserves the right to suspend or terminate the Account and Services.

Support And Feedback

Omni Communications provides customer and technical support to You via telephone and e-mail for the Services. Omni Communications will use reasonable efforts to troubleshoot and resolve issues reported by You but does not make any representations or guarantees that Omni Communications will be able to fully resolve any such issues. Except as provided in this section, Omni Communications has no obligation to provide additional customer support, technical support, or to provide solutions (e.g., bug fixes to software) to any issues that may arise in Your particular use of the Services.

From time to time, Omni Communications may send You surveys, comment cards, customer satisfaction forms, or other requests to provide feedback. You hereby grant Omni Communications, its licensors, and suppliers a perpetual, unlimited, worldwide fully-paid up, royalty free licence to use all feedback, answers, ideas, comments, or other information You provide to Omni Communications.

Service Changes

You understand and agree that Omni Communications may make upgrades or changes to the Services which will not materially diminish the functionality of the Services without prior notice to You. In the event that a change to the Services would, in Omni Communications’ reasonable discretion and judgment, permanently and materially diminish or impair the functionality of the Services (a “Change”), Omni Communications shall provide You with written notice of such Change at least sixty (60) days prior to the date the Change will take effect. If the Change is unacceptable to You, you may terminate the Services without penalty by calling Omni Communications at 0161 507 7999.  Any use of the Services after the effective date of Change will be deemed Your acceptance of the Change.

Publicity Rights

You agree that Omni Communications may identify You as a user of the Services in its business deals; press releases; marketing materials; electronic, printed, and broadcast advertising; newsletters; mailings; tradeshows; other promotional materials; on Omni Communications’ website; or any other third-party website where Omni Communications or its designated agents may promote the Services. You hereby grant Omni Communications and its agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free licence (with right to sublicense) to use, reproduce, publish, and display Your name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.

Non-Disparagement

You agree not to directly or indirectly through a third party engage in any conduct or make any communication (public or private) that disparages Omni Communications or the Applications or Services in any way. Such communications include, but are not limited to, publishing, posting, printing, disseminating, or otherwise making such disparaging statements on or through the Internet, in any blog, or through any other form of social media. You further agree not to solicit or encourage, directly or indirectly, any such statements, comments, or communications by any third-party. In accordance with the termination provisions below, Omni Communications may terminate Your access to the Applications or Services if You breach the requirements of this section.

Intellectual Property Infringement

Materials may be made available via the Service by third parties not within our control. We are under no obligation to, and do not, review content transmitted, sent, or received using the Applications or Services for purposes of determining intellectual property infringement. However, Omni Communications reserves the right to terminate access to its Applications or Services if a user infringes third party intellectual property rights, and will, in appropriate circumstances, terminate access to the Applications or Services if Omni Communications determines that a user is a repeat infringer.

Export Restrictions

You represent and warrant that (a) You are not located in (and will not use the Services or Applications in) a country that is subject to a U.S. Government or UK Government embargo, or that has been designated by the U.S. Government or UK Government as a “terrorist supporting” country; and (b) You are not listed on any U.S. Government or UK Government list of prohibited or restricted parties relating to exports. You also acknowledge that the Applications and Services may be subject to other U.S. and foreign laws and regulations governing the export of software by physical or electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to Omni Communications as well as end-users end-use, and destination restrictions imposed by U.S. and foreign governments.

Indemnification

To the maximum extent permitted by applicable law, You shall indemnify and hold harmless, individually and collectively, Omni Communications, its affiliates, agents, resellers, and other providers who furnish goods and services to You in connection with the Services, and their officers, directors, managers, employees, and shareholders (the “Indemnified Parties”) from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable legal fees and dispute resolution expenses) arising from or related to:

a breach of this Agreement by You;

the inability to use the Applications or Services or failure or outage of the Applications or Services for any reason.

the misappropriation, breach, violation, or infringement of any right, title, or interest of any third party, including but not limited to, contractual rights, intellectual property rights (including patent, trademark, copyright, and trade secret rights), rights of privacy, and rights of publicity and personality.

Term

Your licence to the Applications and Services is provided for a term specified in Your Services contract (the “Term”). The initial Term begins on the date that you sign up for the Services (the “Date of Purchase”).

The Term for all Service plans will renew automatically for successive Terms of the same length without further action by or notice to You unless You notify Omni Communications customer service of non-renewal at least thirty (30) days before the end of the then current Term, unless otherwise provided in Your Services contract.

For avoidance of doubt, the provisions of this Agreement relating to intellectual property ownership, customer representations, confidentiality, use policies and restrictions, equipment, number porting and availability, storage of user information, customer feedback, publicity rights, non-disparagement, additional software licences, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, future changes, interpretation, dispute resolution and arbitration, and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by law.

Termination

Monthly Plan Customers. For monthly plan customers, you may cancel or terminate Your use of the Services with or without cause at any time by emailing support@omnicom.uk , subject to the restrictions and fees provided in this Agreement, Your Services contract, and any additional agreements governing the Services.

Annual Plan Customers. For annual plan customers, you are purchasing the Service for the full length of the applicable Term. You have fourteen (14) days from the Date of Purchase for a prorated refund in accordance with Your Services Contract. After fourteen (14) days, if You terminate the Services prior to the end of Your Term, you are responsible for all charges for any remaining time left on the Term as if You remained a customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, taxes, and fees, including any applicable disconnection fee. In addition, you will not be entitled to a refund for any unused portion of prepaid Term charges.

Generally. You understand and agree that Omni Communications may at any time, and without additional notice to You, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Application or Services if:

– Omni Communications determines that You have materially breached this Agreement.

– Omni Communications determines that You have created or caused to be created multiple free accounts.

– Omni Communications determines that You have used a fraudulent credit/debit card to pay for Service charges on Your Account.

– Omni Communications determines that You have verbally insulted, abused, or harassed any of its employees, contractors, agents, or other representatives.

After a reasonable period of time if You have failed to respond to Omni Communications’ calls or email attempts to contact You about Your Account. We will normally inform you before we suspend or terminate your access to the Service.

Omni Communications determines that You did not or will not reasonably comply or cooperate with any applicable law or regulation.

Omni Communications is ordered by Ofcom, other regulators or any law enforcement or other government agencies to suspend or terminate Service to Your Account.

You bring any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against Omni Communications.

You make any disparaging statement (whether written, oral, electronic, or otherwise) against Omni Communications, its Services, or its employees, contractors, agents, investors, affiliates, or other representatives.

Omni Communications determines that such action is necessary to protect, maintain, or improve the Services; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect Omni Communications, its customers, or other third parties affiliated with Omni Communications; or for any other good cause.

Upon any termination or suspension of Your Account, Omni Communications may immediately deactivate or delete Your Account and all related information and files in Your Account and/or restrict any further access to such files, information, or the Applications or Services.

Omni Communications shall not be liable to You or any third party for any reason for terminating or suspending Your use or access to the Applications or Services.

If You or Omni Communications terminate or suspend Your right to use the Services, you shall not be entitled to any refund or pro ration of any pre-paid amounts, Plan Credits, international calling credits, or other amounts paid to Omni Communications prior to the termination or suspension date.

Force Majeure

Omni Communications shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fibre cuts, actions or inactions of third-party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond Omni Communications’ reasonable control.

Warranty Disclaimer

The Services provided hereunder are provided “as is” and “as available” and Omni Communications makes no warranties, express or implied, including but not limited to the implied warranties of satisfactory quality and fitness for a particular purpose and any similar warranty. Omni Communications makes no representations or warranties that the services are free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights. The entire risk associated with the use of the Services shall be borne solely by You.

Omni Communications makes no warranty on up-time, response times, latency, mean-time between failures, quality of service, and/or quality of voice or fax communications. Omni Communications expressly disclaims any warranty that the Services are appropriate for high-risk or other activities where failure of the Service could result in serious harm to persons or property.

Omni Communications makes no warranty that the Services will meet Your requirements, or that the Services will be uninterrupted, timely, secure, error free or that any defects in the Services will be corrected. Omni Communications is not responsible for messages or information lost or misdirected due to interruptions or fluctuations in the Services or the Internet in general. Omni Communications is not responsible for the content or functionality of any third-party network used in connection with the Services.

Omni Communications does not warrant the accuracy or reliability of the results obtained through use of the Services or any data or information downloaded or otherwise obtained or acquired through the use of the Services. You acknowledge that any data or information downloaded or otherwise obtained or acquired through the use of the Services are at Your sole risk and discretion and Omni Communications will not be liable or responsible for any damage to You or Your property.

No advice or information, whether oral or written, obtained by you from Omni Communications, its employees, resellers, partners, or affiliates or through or from the Services shall create any warranty not expressly stated in this Agreement.

Although every effort is made to ensure that voicemails and fax transmissions are secure, Omni Communications makes no guarantees of security.

Limitation of Liability

Nothing in this Agreement excludes Omni Communications’ liability for death or personal injury caused by Omni Communications’ negligence or the negligence of Omni Communications’ employees or agents, or for fraudulent misrepresentation.

To the fullest extent permitted by law, in no event shall Omni Communications or its affiliates be liable to You or any third party for direct, indirect, incidental, consequential, or punitive damages of any kind whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if Omni Communications has been informed in advance of such damages or such damages could have been reasonably foreseen by Omni Communications. Omni Communications’ total liability for any and all damages, regardless of the form of the action, shall be limited and capped in their entirety to the total fees Omni Communications charged you during the year in which the events giving rise to the action or claim first occurred. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.

Notices

Notices to You shall be effective on the date sent to Your registered electronic mail address when sent by email or, three (3) days following the date sent by post, postage prepaid, and addressed to Your current address on Your Account. You are responsible for notifying Omni Communications of any changes in Your contact information or address through Your Account settings page or by contacting customer service at 0161 507 7999.

Written notice to Omni Communications shall be effective when directed to Omni Communications’ Legal Department and received at Omni Communications’ then-current address as posted on Omni Communications’ Website, available here. Your notice must specify Your name, Account information, and security verification question and answer. All notices from You to Omni Communications must be made in writing.

Assignment

Omni Communications may assign this Agreement and any of its rights and obligations hereunder at any time. You may not transfer or assign this Agreement or any of Your rights or obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives.

Future Changes to This Agreement

Omni Communications may change the terms of this Agreement from time to time upon delivery of electronic or written notices to You. Omni Communications generally provides written notice of changes to Your account, including this Agreement and any other legal agreements, via email, electronic notice on the Omni Communications Website or Your Account Page, or on Your billing statements. You agree to carefully read and review each such e-mail notice, electronic notice, and billing statement from Omni Communications fully regarding any such notices of changes to Your Account.

The modified terms shall replace and supersede all previously agreed to electronic and written terms, as well as any prior versions of this Agreement. You agree that you are solely responsible for (a) making sure that Your registered email account is current and functional, (b) checking Your registered email account on a routine basis, (c) checking the Omni Communications Website and Your Account page on a routine basis, and (d) making sure that Omni Communications Ltd.’s communications are not blocked or rendered undeliverable by You, Your computer, any software installed on Your computer, Your Internet service provider, or for any other reason.

Interpretation of This Agreement

This Agreement, including the documents incorporated herein, constitutes the entire agreement between You and Omni Communications with respect to the Applications and Services and supersedes all prior or contemporaneous understandings regarding such subject matter.

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.

The failure of Omni Communications to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or any other provision.

Nothing in this Agreement shall be deemed or construed to constitute or create employment, partnership, association, joint venture, agency, or fiduciary relationship between the parties hereto.

You agree and acknowledge that any breach of the provisions regarding intellectual property ownership contained in this Agreement shall cause Omni Communications irreparable harm and Omni Communications may obtain injunctive relief and seek all other remedies available in law and in equity.

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (1) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; (2) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (3) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation, or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or Your sign up or use of the Applications or Services.

Omni Communications’ Affiliates shall have the benefit of and the right to enforce all provisions of this Agreement which benefit and are enforceable by Omni Communications. Subject to the foregoing, you agree that none of the terms in this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. For the purpose of this clause ‘Affiliate’ means a company which is a subsidiary or holding company of Omni Communications (“holding company” and “Subsidiary company” have the meanings given to them by s.1159 Companies Act 2006 and include parent and subsidiary undertakings as defined in s.1162 Companies Act 2006).

Dispute Resolution

In the event of any dispute, claim, question, or disagreement between You and Omni Communications or any Omni Communications affiliate (“Dispute”), You and Omni Communications shall first use reasonable best efforts to settle the dispute, claim, question, or disagreement. To this end, You, and an authorized member of Omni Communications’ legal department (or other representative of Omni Communications designated by the legal department) shall consult and negotiate with each other in good faith and, recognising their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Neither You nor Omni Communications shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.

Should You have a complaint or need information concerning our dispute resolution policy please see our Code of Practice.

Choice of Law

This Agreement and Your use of the Applications and Services shall be governed by and construed under the laws of England and Wales and You agree to submit to the exclusive jurisdiction of the English courthttps://beaconcom.co.uk/privacy-policy/

Omnichannel Communications SaaS Terms and Conditions

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions.

1. Definitions

1.1. Except to the extent expressly provided otherwise, in these Terms and Conditions:

"Acceptable Use Policy" means the Provider’s policy for acceptable use of the Hosted Services made available at https://www.omnicom.uk/terms-conditions 

"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

“Call Log Data” means the traffic and billing data that the Provider logs in relation to every phone call made by or on behalf of the Customer via the Hosted Services for the purpose of generating invoices for the Charges, including the date, time and duration of the call, the call recipient’s phone number and the username of the Customer user that made the call.

"Charges" means the following amounts:

(a) the amounts specified in Section 4 of the Services Order Form;

(b) such amounts as may be agreed in writing by the parties from time to time; and

(c) amounts calculated by multiplying the Provider's standard time-based charging rates (as notified by the Provider to the Customer before the date of the Agreement) by the time spent by the Provider's personnel performing the Support Services (rounded down by the Provider to the nearest quarter hour);

"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);

"Customer" means the person or entity identified as such in Section 1 of the Services Order Form;

"Customer Confidential Information" means:

(a) any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked or described as "confidential"; or

(ii) should have been reasonably understood by the Provider to be confidential; and

(b) the Customer Data;

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;

"Customer Indemnity Event" has the meaning given to it in Clause 16.3;

"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, excluding Personal Data with respect to which the Provider is a data controller (such as, but not limited to, Call Log Data, business contact information relating to the Customer’s personnel and representatives used for the purposes of entering into and performing the Agreement, communicating with the Customer in connection with the Agreement, setting up Accounts and invoicing and receiving payments of the Charges);

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679) and any laws implementing, supplementing, amending or replacing it;

"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;

"Effective Date" means the date upon which (i) the Provider sends to the Customer an order confirmation in response to the Customer completing and submitting the online Services Order Form published by the Provider on the Provider's website; or (ii) the parties execute a hard-copy Services Order Form;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means the customer communications software system, as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;

"Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;

(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;

(c) a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or

(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;

"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in Section 3 of the Services Order Form and in the Documentation;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;

"Minimum Term" means, in respect of the Agreement, the period of 12 months beginning on the Effective Date;

"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

"Provider" means Beacton Communications Ltd (trading as Omni Communications), a company incorporated in England and Wales (registration number 10805697) having its registered office at Level One, Basecamp Liverpool, 49 Jamaica Street, Liverpool, England, L1 0AH;

"Provider Affiliates" means any other entity that becomes an Affiliate of the Provider from time to time;

"Provider Indemnity Event" has the meaning given to it in Clause 16.1; "Service Level Agreement" means the Provider’s service level agreement

for the Hosted Services, Maintenance Services and Support Services in force from time to time and set out at https://www.omnicom.uk/terms-conditions

"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

"Services Order Form" means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

"Set Up Services" means any configuration, implementation and integration of the Hosted Services required by the Customer and set out in Section 2 of the Services Order Form;

"Standard Contractual Clauses" means the standard contractual clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, adopted by the European Commission pursuant to Commission Decision C(2010)593, completed with processing information relevant to the provision of the Services, as set out at Schedule 2;

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari;

"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

"Update" means a hotfix, patch or minor version update to any Platform software; and

"Upgrade" means a major version upgrade of any Platform software.

2. Term

2.1. The Agreement shall come into force upon the Effective Date.

2.2. The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 19.

2.3. Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Set Up Services

3.1. The Provider shall provide any requested Set Up Services to the Customer.

3.2. The Provider shall use all reasonable endeavours to ensure that the Set Up Services are provided in accordance with the timetable set out in Section 2 of the Services Order Form.

3.3. The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 17.1 the Provider will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under these Terms and Conditions.

3.4. Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.

4. Hosted Services

4.1. The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date, completion of any requested Set Up Services or payment of any amount due to be paid in advance by the Customer to the Provider under the Agreement, whichever is later.

4.2. Subject to clause 4.10, the Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term, provided that the Hosted Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer.

4.3. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Hosted Services;

(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;

(c) the Customer must not use the Hosted Services to provide services to third parties;

(d) the Customer must not republish or redistribute any content or material from the Hosted Services; and

(e) the Customer must not make any alteration to the Platform.

4.4. The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.

4.5. The parties acknowledge and agree that the Service Level Agreement shall govern the availability of the Hosted Services.

4.6. The Customer must comply with the Acceptable Use Policy, and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Acceptable Use Policy.

4.7. The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

4.8. The Customer must not use the Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.9. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

4.10. The Provider may suspend the provision of the Hosted Services, refuse to set up an Account, de-activate an Account or prevent Customer from accessing an Account if:

(a) any amount due to be paid in advance by the Customer to the Provider under the Agreement is overdue; or

(b) any amount due to be paid in arrears by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 10 Business Days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

5. Maintenance Services

5.1. Subject to Clause 4.10, the Provider shall provide the Maintenance Services to the Customer during the Term with reasonable skill and care and in accordance with the Service Level Agreement.

5.2. The Provider may suspend the provision of the Maintenance Services if:

(a) any amount due to be paid in advance by the Customer to the Provider under the Agreement is overdue; or

(b) any amount due to be paid in arrears by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

6. Support Services

6.1. Subject to Clause 4.10, the Provider shall provide the Support Services to the Customer during the Term with reasonable skill and care and in accordance with the Service Level Agreement.

6.2. The Provider may suspend the provision of the Support Services if:

(a) any amount due to be paid in advance by the Customer to the Provider under the Agreement is overdue; or

(b) any amount due to be paid in arrears by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

7. Customer obligations

7.1. Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:

(a) co-operation, support and advice;

(b) information and documentation; and

(c) governmental, legal and regulatory licences, consents and permits,

as are reasonably necessary to enable the Provider to perform its obligations under the Agreement.

7.2. The Customer must provide to the Provider, or procure for the Provider, such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under the Agreement.

8. Customer Data

8.1. The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement. The Customer also grants to the Provider the right to sub- license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement, subject always to any express restrictions elsewhere in the Agreement.

8.2. The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with the Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

8.3. The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back- up was taken, and shall retain and securely store each such copy for a maximum period of 30 days.

8.4. Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 8.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

9. No assignment of Intellectual Property Rights

9.1. Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

10. Charges

10.1. The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

10.2. If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 10.2.

10.3. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable

value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

10.4. The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation expiring on any anniversary of the date of execution of the Agreement, providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Charges during the Term that exceeds 2% per annum over the percentage increase, during the same period, in the Retail Prices Index (all items) published by the UK Office for National Statistics.

11. Payments

11.1. The Provider shall issue invoices for the Charges to the Customer on or after the invoicing dates set out in Section 4 of the Services Order Form.

11.2. The Customer must pay the Charges to the Provider within the applicable period set out in Section 4 of the Services Order Form or on the relevant invoice.

11.3. The Customer must pay the Charges by debit card, credit card, direct debit or bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).

12. Provider's confidentiality obligations

12.1. The Provider must:

(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;

(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care; and

(d) not use any of the Customer Confidential Information for any purpose other than performing the Services.

12.2. Notwithstanding Clause 12.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

12.3. This Clause 12 imposes no obligations upon the Provider with respect to Customer Confidential Information that:

(a) is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the Provider; or

(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.

12.4. The restrictions in this Clause 12 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.

12.5. The provisions of this Clause 12 shall continue in force for a period of 5 years following the termination of the Agreement, at the end of which period they will cease to have effect.

13. Data protection

13.1. Each party shall comply with the Data Protection Laws with respect to its processing of Customer Personal Data and other Personal Data obtained in connection with the Agreement.

13.2. Without limitation to the generality of Clause 13.1, the Customer shall be responsible for ensuring that the relevant data subjects are provided with the information about the processing of Customer Personal Data required by the Data Protection Laws.

13.3. Schedule 1 (Data processing information) sets out the detail of the processing of Customer Personal Data in connection with the Agreement, including the categories of data subjects (Part 1), the types of Personal Data (Part 2), the purposes of processing (Part 3) and duration of the processing (Part 4).

13.4. The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

13.5. The Customer instructs the Provider to process Customer Personal Data as reasonably necessary for the purposes set out in Part 3 of Schedule 1 (Data processing information).

13.6. The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

13.7. Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Customer Personal Data if and to the extent that

the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.

13.8. The Provider shall ensure that persons it authorises to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

13.9. The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Part 5 of Schedule 1 (Data processing information).

13.10. The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, the Provider will consider whether it is possible to continue providing the Services to the Customer without use of the objected-to third party processor. If the Provider determines that it is possible, the Provider will inform the Customer of this and continue providing the Services to the Customer without use of the objected-to third party processor. If the Provider determines that it is not possible, the Provider will inform the Customer of this and the Customer may then terminate the Agreement on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer that it is not possible to continue providing the Services to the Customer without use of the objected-to third party processor. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 13.

13.11. As at the Effective Date, the Provider is hereby authorised by the Customer to engage as sub-processors with respect to Customer Personal Data the third parties, and third parties within the categories, identified in Part 6 of Schedule 1 (Data processing information).

13.12. The Customer hereby instructs the Provider to transfer Customer Personal Data outside the European Economic Area in the circumstances, and subject to the transfer mechanisms, set out in Part 7 of Schedule 1 (Data processing information).

13.13. The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws in respect of Customer Personal Data. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer in connection with responding to such requests where the Provider makes automated tools available to the Customer via the Hosted Services that enable the Customer to respond to such requests itself.

13.14. The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of Personal Data, the notification of Personal Data breaches to the supervisory authority, the communication of Personal Data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws in respect of Customer Personal Data. The Provider shall report any Personal Data breach relating to the Customer Personal Data to the Customer within 24 hours following the Provider becoming aware of the breach. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 13.14, except where such work is necessitated by a breach by the Provider of its obligations under this Clause 13.

13.15. At the end of the Term, the Provider shall delete or return to the Customer all of the Customer Personal Data in its possession in accordance with Part 8 of Schedule 1, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

13.16. The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 13 and the Data Protection Laws.

13.17. The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 13. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 13.17, except where such work is necessitated by a breach by the Provider of its obligations under this Clause 13.

13.18. If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out in connection with the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

14. Warranties

14.1. The Provider warrants to the Customer that:

(a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;

(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under these Terms and Conditions; and

(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

14.2. The Provider warrants to the Customer that:

(a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;

(b) the Hosted Services will be free from Hosted Services Defects;

(c) the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services;

(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

(e) the Platform will incorporate security features reflecting the requirements of good industry practice.

14.3. The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law.

14.4. The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

14.5. If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:

(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b) procure for the Customer the right to use the Hosted Services in accordance with these Terms and Conditions.

14.6. The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

14.7. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

15. Acknowledgements and warranty limitations

15.1. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

15.2. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

15.3. The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

16. Indemnities

16.1. The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any claim by a third party that the Hosted Services infringe the Intellectual Property Rights of any person (a "Provider Indemnity Event").

16.2. The Customer must:

(a) upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;

(b) provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event;

(c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and

(d) not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider, and the Provider's obligation to indemnify the Customer under Clause 16.1 shall not apply unless the Customer complies with the requirements of this Clause 16.2.

16.3. The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of a claim by a third party that the Customer Data infringes the Intellectual Property Rights or other legal rights of any person, or breaches the provisions of any law, statute or regulation (a "Customer Indemnity Event").

16.4. The Provider must:

(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;

(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;

(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and

(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer, and the Customer's obligation to indemnify the Provider under Clause 16.3 shall not apply unless the Provider complies with the requirements of this Clause 16.4.

16.5 The indemnity protection set out in this Clause 16 shall be subject to the limitations and exclusions of liability set out in Clause 17.

17. Limitations and exclusions of liability

17.1. Nothing in these Terms and Conditions will limit or exclude any liability for death or personal injury resulting from negligence or any liability for fraud or fraudulent misrepresentation, limit any liabilities in any way that is not permitted under applicable law or exclude any liabilities that may not be excluded under applicable law.

17.2. The limitations and exclusions of liability set out in this Clause 17 and elsewhere in these Terms and Conditions are subject to Clause 17.1 and govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

17.3. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

17.4. The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings, revenue or income, use or production, loss of business, contracts or opportunities or any special, indirect or consequential loss or damage.

17.5. The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software, provided that this Clause 17.5 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 8.3, Clause 8.4 and Clause 13.9.

17.6. Subject to Clause 17.7, the aggregate liability of each party to the other party under the Agreement shall not exceed £50,000 (fifty thousand pounds), provided that the limitation of liability in this Clause 17.6 does not apply to the Customer’s obligations to pay the Charges under the Agreement.

17.7. The aggregate liability of each party to the other party under the Agreement in respect of any breach of its obligations under Clause 13 shall not exceed £100,000 (one hundred thousand pounds).

18. Force Majeure Event

18.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

18.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

18.3. A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

19. Termination

19.1. Either party may terminate the Agreement by giving to the other party not less than 30 days' written notice of termination, expiring after the end of the Minimum Term.

19.2. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of the Agreement, and the breach is not remediable;

(b) the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).

19.3. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

19.4. The Provider may terminate the Agreement immediately by giving written notice to the Customer if:

(a) any amount due to be paid by the Customer to the Provider under the Agreement is unpaid by the due date;

(b) the Provider has given the Customer notice of the late payment; and

(c) the overdue amount remains unpaid 30 days after the Provider’s notice

is given.

20. Effects of termination

20.1. Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.9, 11.2, 12, 13 (if and to the extent that the Provider still possesses any Customer Personal Data after termination of the Agreement), 16, 17, 20, 21, 28 and 29.

20.2. Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.

20.3. Within 30 days following the termination of the Agreement for any reason:

(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and

(b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement,

without prejudice to the parties' other legal rights.

21. Notices

21.1. Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 5 of the Services Order Form and Clause 21.2):

(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery;

(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting; or

(c) sent by email, in which case the notice shall be deemed to be received at the time of the transmission (providing the sending party retains written evidence of the transmission), providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

21.2. The Provider's contact details for notices under this Clause 21 are as follows: Level One, Basecamp Liverpool, 49 Jamaica Street, Liverpool, England, L1 0AH.

21.3. The addressee and contact details set out in Section 5 of the Services Order Form and Clause 21.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 21.

22. Assignment

22.1. The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider's contractual rights and obligations under these Terms and Conditions.

22.2. The Customer must not assign, transfer or otherwise deal with the Customer's contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed.

23. No waivers

23.1. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

23.2. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

24. Severability

24.1. If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

24.2. If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

25. Third party rights

25.1. The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

25.2. The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

26. Variation

26.1. The Agreement may not be varied except in accordance with this Clause 26.

26.2. The Agreement may be varied by means of a written document signed by or on behalf of each party.

26.3. The Provider may vary the Agreement by giving to the Customer at least 30 days' written notice of the proposed variation, providing that if the Provider gives to the Customer a notice under this Clause 26.3, the Customer shall have the right to terminate the Agreement by giving written notice of termination to the Provider at any time during the period of 14 days following receipt of the Provider's notice.

27. Entire agreement

27.1. The Services Order Form, the main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

27.2. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

27.3. The provisions of this Clause 27 are subject to Clause 17.1.

28. Law and jurisdiction

28.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.

28.2. Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.

29. Interpretation

29.1. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re- enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

29.2. The Clause headings do not affect the interpretation of these Terms and Conditions.

29.3. References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

29.4. In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

SCHEDULE 1 (DATA PROCESSING INFORMATION)

1. Categories of data subject

Individuals who are customers of, or representatives of customers of, the Customer.

2. Types of Personal Data

• Any type of Personal Data held in the Customer's CRM system, such as (but not limited to) names, email addresses, postal addresses, account balances, account status, gender and date of birth. The relevant types of personal data processed will be subject to any field restrictions requested by the Customer in respect of the Services.

• Any Personal Data provided directly by the above data subjects, for example by phone, email or webchat.

• Individuals' IP addresses may also be collected where they interact with the Hosted Services online, for example when using webchat. These will be collected through use of cookies placed on the Customer’s website.

• Personal Data may be processed as a result of the above data subjects providing it to the Customer; the Provider’s integration with the Customer’s CRM systems in the course of providing the Services; and/or the Customer’s use of the Hosted Services.

3. Purposes of processing

The provision of the Services to the Customer.

4. Duration of processing

Customer Personal Data will be processed during the Term, subject to possible post-Term processing as set out in Section 8 below in connection with the deletion and/or return of Customer Personal Data following termination of the Agreement.

5. Security measures for Personal Data

Measures to be taken by the Provider

• Data is stored on secure servers by a datacentre provider that implements appropriate security measures and has relevant certifications in relation to information security.

• Data is encrypted at rest.

• Where possible, data is also encrypted in transit (for example using HTTPS when transferring data via websites).

• Where encryption in transit is not possible (for example when sending data  via email or calls over the public telephone network), data are encrypted up to the last possible point.

• Development and production systems are kept separate.

• Only authorised personnel have access to production systems and all access is logged.

• Personnel who are authorized to access production systems receive information security training and are subject to appropriate confidentiality and security obligations.

• The Provider complies with the ITSPA Code of Practice in connection with the telephony services that form part of the Hosted Services.

• The Provider assists with PCI compliance by providing customers with the option of disabling call recordings and transferring call recordings to an automated capture system to avoid any agent interaction with card details.

6. Sub-processors of Customer Personal Data

The Provider may engage as sub-processors of the Customer Personal Data:

• Provider Affiliates

• the service providers engaged by the Provider in connection with the provision of the Services set out on the Provider’s website at  https://support.qcontact.com/docs/data-processors and any additional and/or replacement service providers within the same categories as those service providers.

7. Transfers of Customer Personal Data outside the European Economic Area (EEA)

Customer Personal Data may be transferred to Provider Affiliates based outside of the EEA for the purposes of:

• providing helpdesk support to the Client as part of the Support Services; and

• providing technical support in connection with the Services, which support might be provided to the Customer as part of the Support Services or to the Provider or another Provider Affiliate as part of the technical support and maintenance arrangements for the Platform between the Provider and Provider Affiliates, (the “Restricted Transfers”).

The Provider makes two transfer mechanisms available in respect of the Restricted Transfers:

• QContact, Inc. self-certifies to the EU-U.S. Privacy Shield Framework and Swiss-U.S. Privacy Shield Framework (the “Privacy Shield Framework”)

• QContact, Inc. has pre-signed the Standard Contractual Clauses For the purposes of the Privacy Shield Framework:

• QContact, Inc. will process any Customer Personal Data as an ‘agent’;

• QContact, Inc. may transfer Customer Personal Data to Provider Affiliates based outside the EEA as ‘onward transfers’;

• Provider Affiliates based outside the EEA will process any such transferred Customer Personal Data as ‘agents’;

• QContact, Inc. will apply the Privacy Shield Principles to its processing of Customer Personal Data and to ‘onward transfers’ of Customer Personal Data to Provider Affiliates based outside the EEA.

For the purposes of the Standard Contractual Clauses:

• the Customer is the data exporter;

• QContact, Inc. is the data importer;

• other Provider Affiliates based outside the EEA will be engaged by QContact, Inc. as sub-processors in accordance with clause 11 of the Standard Contractual Clauses.

• the Customer instructs QContact, Inc. to process Customer Personal Data for the purposes set out above in this section 7;

• the Customer hereby consents to QContact, Inc. engaging any Provider Affiliate as a sub-processor of the Customer Personal Data;

• the Customer hereby agrees that the obligation to provide the data exporter with any subprocessor agreement under clause 5(j) of the Standard Contractual Clauses may be satisfied by the Provider providing the Customer with a link that will enable the Customer to view the agreement online once the Customer has entered into the Standard Contractual Clauses in accordance with the requirements set out below.

The Restricted Transfers shall be subject to only one transfer mechanism at any time.

The applicable transfer mechanism shall be the Privacy Shield Framework, unless the Customer enters into the Standard Contractual Clauses in accordance with the requirements set out immediately below.

If the Customer wishes to enter into the Standard Contractual Clauses it must:

(a) complete the data exporter details on page 1 of the Standard Contractual Clauses;

(b) sign the data exporter execution blocks after clause 12 and in Appendix 1 of the Standard Contractual Clauses; and

(c) send the completed and signed Standard Contractual Clauses to the Provider by email to privacy@qcontact.com

If the Customer enters into the Standard Contractual Clauses in accordance with the above requirements, the Standard Contractual Clauses shall apply to the Restricted Transfers instead of the Privacy Shield Framework.

8. Deletion and return of Customer Personal Data

• Records showing which of the Customer’s users contacted which of the Customer’s customers (‘user records’) will be stored by the Provider throughout the Term.

• Except in relation to user records, the Customer will select retention periods to apply to different categories of the Customer Personal Data. Customer Personal Data will be deleted automatically on a rolling basis as and when it reaches the end of the applicable retention period pre-selected by the Customer.

• Once the Agreement has terminated, the Provider will delete all Customer Personal Data then in its possession 30 days after the date of termination, subject to any request by the Customer for it to be deleted sooner.

• Because the Customer is able to extract all Customer Personal Data held by the Provider at any time, the Provider will not return any Customer Personal Data to the Customer, unless the Customer requests this within 25 days of the date of termination and subject to payment of reasonable additional charges. The Customer may extract the Customer Personal Data itself at any point up to 30 days after the date of termination or any earlier deletion date requested by the Customer (if applicable).

• The Customer acknowledges that Call Log Data are not Customer Personal Data, are processed by the Provider as a Controller for its own billing and record-keeping purposes and will not be deleted in accordance with the above procedures. The Provider will retain Call Log Data for as long as necessary for its own billing and record-keeping purposes, and will make the records available to the Customer upon request. Full phone numbers will be removed from the Call Log Data after a period of 180 days, leaving only partial phone numbers.

SCHEDULE 2 (STANDARD CONTRACTUAL CLAUSES) 

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES 

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES 

n/a as UK customers are located outside of the European Union

Availability SLA 

1  Introduction to availability SLA

1. This Schedule sets out the Provider’s availability commitments relating to the Hosted Services.
2. In this Schedule, “uptime” means the percentage of time during a given period when the Hosted Services are available at the gateway between public internet and the network of the hosting services provider for the Hosted Services.

2  Availability

1. The Provider shall use reasonable endeavours to ensure that the uptime for the Hosted Services is at least 99% during each calendar month.
2. The Provider shall be responsible for measuring uptime, and shall do so using any reasonable methodology.
3. The Provider shall report uptime measurements to the Customer in writing, in respect of each calendar month, within 10 Business Days following the end of the relevant calendar month.

3  Service credits

1. In respect of each calendar month during which the Hosted Services uptime is less than the commitment specified in Paragraph 2.1, the Customer shall be entitled to earn service credits in accordance with the provisions of this Part 3.
2. The service credits earned by the Customer shall be as follows: 5% credit of user subscription charges for each day the uptime level falls below the commitment specified in Paragraph 2.1.
3. Upon request by the Customer, the Provider shall deduct an amount equal to the service credits due to the Customer under this Part 3 from amounts invoiced in respect of the Charges for the Hosted Services. All remaining service credits shall be deducted from each invoice issued following the reporting of the relevant failure to meet the uptime commitment, until such time as the service credits are exhausted.
4. Service credits shall be the sole remedy of the Customer in relation to any failure by the Provider to meet the uptime guarantee in Paragraph 2.1, except where the failure amounts to a material breach of the Agreement.
5. Upon the termination of the Agreement, the Customer’s entitlement to service credits shall immediately cease, save that service credits earned by the Customer shall be offset against any amounts invoiced by the Provider in respect of Hosted Services following such termination.

4  Exceptions

1. Downtime caused directly or indirectly by any of the following shall not be considered when calculating whether the Provider has met the uptime guarantee given in Paragraph 2.1:

• Force Majeure Event;
• a fault or failure of the internet or any public telecommunications network;
• a fault or failure of the Provider’s hosting infrastructure services providers, unless such fault or failure constitutes an actionable breach of the contract between the Provider and that company;
• a fault or failure of the Customer’s computer systems or networks;
• any breach by the Customer of the Agreement; or
• scheduled maintenance carried out in accordance with the Agreement.

Maintenance SLA 

1  Introduction

1. This Schedule sets out the service levels applicable to the Maintenance Services.

2  Scheduled Maintenance Services

1. The Provider shall where practicable give to the Customer at least 10 Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider’s other notice obligations under this Schedule.
2. The Provider shall provide all scheduled Maintenance Services outside Business Hours.
3. The Provider has a daily scheduled maintenance window between 22:00 and 05:00 Monday to Friday

3  Updates

1. The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 10 Business Days’ prior written notice of the application of any non-security Update to the Platform.
2. The Provider shall apply Updates to the Platform as follows:

• third party security Updates shall be applied to the Platform promptly following release by the relevant third party, providing that the Provider may acting reasonably decide not to apply any particular third party security Update;
• the Provider’s security Updates shall be applied to the Platform promptly following the identification of the relevant security risk and the completion of the testing of the relevant Update; and
• other Updates shall be applied to the Platform in accordance with any timetable notified by the Provider to the Customer or agreed by the parties from time to time.

4  Upgrades

1. The Provider shall produce Upgrades at least once in each calendar year during the Term.
2. The Provider shall give to the Customer at least 10 Business Days’ prior written notice of the application of an Upgrade to the Platform.
3. The Provider shall apply each Upgrade to the Platform within any period notified by the Provider to the Customer or agreed by the parties in writing.

Support SLA 

1  Introduction

1. This Schedule sets out the service levels applicable to the Support Services.

2  Helpdesk

1. The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this Schedule.
2. The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
3. The Provider shall ensure that the helpdesk is accessible by telephone, email and using the Provider’s web-based ticketing system.
4. The Provider shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term. In addition, the Provider shall provide a special telephone number for the Customer to report critical issues outside of Business Hours.
5. The Customer shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.

3  Response and resolution

1.  Issues raised through the Support Services shall be categorised as follows:

• critical: the Hosted Services are inoperable or a core function of the Hosted Services is unavailable;
• serious: a core function of the Hosted Services is significantly impaired;
• moderate: a core function of the Hosted Services is impaired, where the impairment does not constitute a serious issue; or a non-core function of the Hosted Services is significantly impaired; and
• minor: any impairment of the Hosted Services not falling into the above categories; and any cosmetic issue affecting the Hosted Services.

2.  The Provider shall determine, acting reasonably, into which severity category an issue falls.

3.  The Provider shall use all reasonable endeavours to respond to requests for Support Services promptly, and in any case in accordance with the following time periods:

• critical: 1 Business Hour;
• serious: 4 Business Hours;
• moderate: 1 Business Day; and
• minor: 5 Business Days.

4.  The Provider shall ensure that its response to a request for Support Services shall include the following information (to the extent such information is relevant to the request): an acknowledgement of receipt of the request, where practicable an initial diagnosis in relation to any reported error, and an anticipated timetable for action in relation to the request.

5.  The Provider shall use all reasonable endeavours to resolve issues raised through the Support Services promptly, and in any case in accordance with the following time periods:

• critical: 2 Business Hours;
• serious: 8 Business Hours;
• moderate: 4 Business Days; and
• minor: 10 Business Days.

4  Provision of Support Services

The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.

5  Limitations on Support Services

1.  If the total hours spent by the personnel of the Provider performing the Support Services during any calendar month exceed 8 hours then:

• the Provider will cease to have an obligation to provide Support Services to the Customer during the remainder of that period; and
• the Provider may agree to provide Support Services to the Customer during the remainder of that period, but the provision of those Support Services will be subject to additional Charges.

2.  The Provider shall have no obligation to provide Support Services in respect of any issue caused by:

• the improper use of the Hosted Services by the Customer; or
• any alteration to the Hosted Services made without the prior consent of the Provider.