This Agreement sets out the terms on which VoIPer agrees to provide its VoIP Phone Service ("Service") to you. This Agreement commences on the date that VoIPer first accepts your order.
1. VoIPer terms and conditions for telephone service
Words and expressions that appear in these terms and conditions shall have the following meanings:-
“Account” means the record of all Charges due from a customer.
“Agreement” means the agreement between VoIPer and the customer in respect of the service incorporating these terms and conditions.
“Charges” means the charges payable in respect of the Services (as amended from time to time in accordance with clause 5.6 below) as set out in the Price List and the Diversion Charges.“Customer” means the party named as such on the Customer Order Form to whom VoIPer agrees to provide Services and by whom Charges are payable.
“Customer Order Form” means VoIPer’s current customer order form as amended from time to time.
“Diversion Charges” means the sum of £50 payable in accordance with clause 5.3 below, as amended from time to time in accordance with clause 5.6 below.
“VoIPer” means VoIPer, a trading name and registered trademark of Planet Numbers Ltd. Registered at Companies House, England # 3823269
“Order” means a Customer’s order for phone services made on a Customer Order Form or otherwise notified to VoIPer by the Customer.
“Price List” means VoIPer’s current published list of Charges as amended from time to time in accordance with clause 5.6 below.
“Services” means connection to the VoIPer Network, provision of telephone numbers, provision of VoIP phone service, a messenger service and a reporting service and as set out in one or more Customer Order Forms for that Customer or otherwise notified in writing by VoIPer to the Customer from time to time.
“Network” means the VoIP system by which the Services are made available and the communication system operated by VoIPer.
“Telephone Number” means the telephone number allocated to a customer which enables access to the services.
1.1 By signing up to the VoIPer Service you understand and agree that the Service may not offer all of the features you may expect from a traditional phone line and may sometimes be unavailable as a result of things over which we have no control, for example, power disruptions and failures of your internet service provider (ISP) or broadband connection. You must maintain your broadband connection in order to use the Service. Your attention is specifically drawn to the service description at voiper.com, which describes the Service and any limitations.
1.2 If the Service is fully operational, 999/112 public emergency call services can be accessed from within England, Wales, Scotland and Northern Ireland. However, you understand and acknowledge that there may be some limitations as set out in the following paragraphs.
1.3 If you use the Service outside England, Wales, Scotland and Northern Ireland you will not be able to call emergency services in the country where you are located. A line from another communications provider will be required to call emergency services outside England, Wales, Scotland and Northern Ireland.
1.4 If there is a Service outage for any reason, such outage may prevent access to 999/112 dialling.
1.5 You must register with VoIPer the primary physical location where you will be using the Service. Your initial location will be registered as a part of subscribing to the Service. It is your responsibility to maintain the accuracy of your location address if there are any changes. You can do this by emailing any changes to us at firstname.lastname@example.org. If you do not update us with changes, it may or may not be possible for emergency operators and authorities to identify your location and phone number when you dial 999/112. Location information of your primary office as notified to VoIPer will only be provided to emergency services; extension information may not be provided to emergency services. When you dial 999/112 you will need to state your location and phone number promptly and clearly, as emergency operators and authorities may not have this information.
1.6 Emergency operators and authorities may or may not be able to identify your phone number in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason. Emergency operators and authorities may also not be able to hold your line open in the event you hang up.
1.7 You agree to inform potential users of the Service of the above limitations and you understand and accept that you should always have an alternative means of accessing 999/112 emergency services.
1.8 If VoIPer suspends the Service you will still be able to dial 999.
1.9 Number portability may be unavailable with the Service. If you wish to port your telephone number to VoIPer or your telephone number from VoIPer to another provider, you may not be able to keep your telephone number.
1.10 If you port out your telephone number to another provider, the Service and this Agreement will not be cancelled automatically and you will remain responsible for payment of all subscription charges and other charges under this Agreement for their full term. Upon completion of a number port away from VoIPer to another provider you will need to terminate this Agreement and your Service in accordance with clause 3.1 below.
2. Provision of Services
2.1 VoIPer agrees to provide Services to the Customer on the terms and conditions of this Agreement once VoIPer has accepted the Customer’s Order. VoIPer will have accepted the order when VoIPer first provides the Services to the Customer.
2.2 Each of the Services referred to in the Services provided by VoIPer to the Customer may be treated by VoIPer as separate agreements (on these terms and conditions) between VoIPer and the Customer for the provisions of that particular service. These terms and conditions will continue to apply to any remaining or new services provided notwithstanding the non-availability, suspension or termination of any of the individual services, unless VoIPer advises the Customer otherwise in writing.
2.3 The minimum period for the Services is 24 months (beginning on the day when the Services are first made available to the customer (the “Minimum Period”). After the expiry of the Minimum Period, this Agreement will continue unless and until it is terminated by either party giving the other at least three month’s written notice to terminate or the Agreement being terminated in accordance with the provisions of clause 9 below.
3. VoIPer’s Obligations
3.1 VoIPer shall use all reasonable endeavours to maintain the Services 24 hours in every day of the year but VoIPer shall not be liable for any failure to maintain the Services because of factors outside VoIPer’s control including any technical or other failure (including, without limitation, failure due to fire, flood, land heave and subsidence, physical obstructions, atmospheric conditions, acts of God, industrial action, default or failure of a third party, governmental action or faults in the Telecommunications Network). VoIPer does not warrant that the Services will be fault free or free of interruptions.
3.2 VoIPer reserves the right from time to time to improve or alter the Services as it deems appropriate, provided that such changes do not substantially change the nature of the Services. Further, VoIPer reserves the right to suspend and/or alter the operation of the Services for the purposes of remedial work or preventative maintenance or improvement of the Services provided that VoIPer shall use all reasonable endeavours to keep such suspension to a minimum.
4. Customer Responsibilities
The customer shall at all times throughout this Agreement:-
4.1 Comply with any reasonable directions or instructions issued from time to time by VoIPer in connection with the Services or any of them;
4.2 ensure that the Services are not used for the transmission of any material which is or is intended to be a hoax call to emergency services or is of a defamatory, offensive, abusive, obscene or menacing character, or which is likely to bring the Services or VoIPer into disrepute or may be prejudicial to VoIPer’s commercial interests
4.3 ensure that the Services are not used in any manner which will or may constitute an unlawful or criminal act (including in particular but, without limitation, deception and/or fraud) or a violation or infringement of the rights of any person, firm or company (including, but not limited to, rights of confidentiality and copyright) or a violation or infringement of any statutory duty or obligation in contract, tort or otherwise to any third party;
4.4 Not act, omit to act or allow the Services to be used in any way which will or may injure or damage any persons (whether or not employees, agents or representatives of VoIPer), property or the Services or howsoever cause the quality of the Services to be impaired;
4.5 Provide to VoIPer such assistance and/or information as VoIPer may from time to time reasonably require in order to comply with all requirements and conditions at any time and from time to time imposed by law or by any licence under the Telecommunications Act 1984 or by the Office of Telecommunications or any other competent authority or public body which are or may be applicable to or affect any of the Services and/or their provision;
4.6 Pay VoIPer’s charges under this Agreement on or before the due date for payment without set off, deduction, counterclaim or abatement;
4.7 Where access to the Services to be facilitated by means of a personal identification number (“PIN”), ensure that such PIN supplied to the Customer is kept confidential and shall be responsible for all Charges for the use of any Service notwithstanding any improper or unauthorised use of any such PIN in respect of that service. VoIPer shall not be liable (nor incur any liability to the Customer) for or in respect of any such improper or unauthorised use of any such PIN.
4.8 The Customer shall indemnify and hold harmless VoIPer against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from or in any way connected with the use of the Services provided by VoIPer to the Customer under this agreement.
4.9 If the Services are suspended pursuant to clause 8 below due to the contravention by the Customer of this clause, VoIPer may refuse to restore the Services to the Customer until VoIPer receives a written assurance from the Customer that there will be no further contravention.
5.1 The Customer shall make payment for such charges for connection as are detailed on the Price List on completion of the Customer Order Form.
5.2 The Customer, subject to receipt of an invoice, shall pay such appropriate monthly charges, divert to mobile and monthly charges as are detailed on the Price List. VoIPer reserves the right to invoice such charges referred to as monthly charges on the Price List on an annual basis instead of a monthly basis.
5.3 VoIPer may, if asked by a Customer to provide a divert to mobile or divert to international service, charge the Customer a Diversion Charge which shall be payable to VoIPer before this service is provided. The cost of any subsequent divert to mobile or divert to international charges as set out in the Price List shall be set of against this Diversion Charge until extinguished, in which circumstances a further Diversion Charge shall be payable if further services are required pursuant to the provisions of this clause.
5.4 Charges in the Price List and the Diversion Charges are exclusive of Value Added Tax which shall be paid by the Customer at the appropriate rate together with such Charges.
5.5 Payment of all or any Charges under this Agreement shall be made in such manner as VoIPer may from time to time reasonably require which may (without limitation) include payment by means of direct debit. If the Customer has elected for direct debits, the Charges due each month will be debited automatically to the designated account. Otherwise, charges shall be due 14 days from the date of the invoice. If any amount payable by the Customer is not received by the due date for payment (including, without limitation, any cancellation or variation of a direct debit authority to VoIPer). VoIPer shall be entitled to suspend the Services and charge interest on the amount overdue at the rate of 2% above the base rate for the time being of Lloyds Bank plc from the due date of payment until the date of actual payment and to recover from the Customer all costs and expenses incurred in attempting to obtain payment from the Customer.
5.6 VoIPer shall in respect of each Service be entitled to review and, if it so desires, vary from time to time the Charges referred to in clause 5.2 and clause 5.3 above and to introduce new charges. The varied or new charges shall take effect (and the Price List shall be amended accordingly) 4 weeks after written notice has been sent to the Customer detailing such variations or new charges.
5.7 If a customer disputes any charges shown on an invoice or any amounts debited pursuant to a direct debit authority, notice of such dispute must be sent to VoIPer within 30 days of the date of the invoice falling due or the date of debit, failing which the Customer shall be deemed to have accepted the correctness of the invoice or other amount.
5.8 It is acknowledged by the Customer that the cost of making a call to a Telephone Number is determined by the telecommunication system operators and not by VoIPer. Such calls may therefore be subject to changes in cost and rates at any time without prior notice.
5.9 The Customer is responsible for all Charges on the line whether incurred by itself, its staff, contacts or any third party (including hackers and others who intercept the connection). Customers are encouraged to insure against such risks. The Customer should take all precautions necessary to minimise the risk of line hacking.
5.10 Where a transfer occurs during the Initial Period, the Customer shall pay VoIPer on demand an early cancellation charge of £200 plus any remaining service charge and any expected call charge lost during the Initial Period.
6. Usage Limit
Subject to VoIPer giving 14 days’ prior written notice to the Customer, VoIPer may apply a usage limit in respect of access to the Services and, subject to 7 days’ prior written notice, may suspend access to the Services if this limit is exceeded. If the customer requests VoIPer to increase its usage limit, VoIPer may ask the Customer to reimburse VoIPer for its reasonable costs and expenses in dealing with these requests, including any credit vetting costs.
7. VoIPer Liability
7.1 VoIPer does not exclude or restrict any liability to the Customer for death or personal injury attributable to its own negligence or that of its employees or agents.
7.2 VoIPer shall exercise reasonable skill and care in the provision of the Services.
7.3 Except as stated expressly otherwise in this Agreement, in relation to the provision of Services, VoIPer shall have no obligation, duty or liability in or for contract, tort (including negligence and breach of statutory duty) or otherwise and all other conditions, warranties, terms, representations and undertaking, express or implied (whether they are implied by statute, common law or in any other way) are excluded.
7.4 Where any Service has been continuously unavailable to a Customer for a continuous period of more than 7 days (the “Unavailable Period”) and not as a result of;
7.4.1 the negligence of the Customer;
7.4.2 any event beyond the reasonable control of VoIPer; or
7.4.3 the failure of the Customer to comply with the provisions of this Agreement;
7.4.4 the Customer may apply to VoIPer for a rebate of any Charges paid or payable by that Customer in respect of the Unavailable Period pursuant to clause 5.2 and VoIPer shall allow the Customer such rebate as it determines appropriate to the loss of the Service suffered.
7.5 VoIPer shall not be liable for any indirect or consequential losses, damage or expenses suffered by the Customer including (but not limited to) loss of anticipated profits or savings, goodwill, business contracts or losses resulting from third party claims.
7.6 Notwithstanding the provisions of clause 7.4 and subject to clause 7.1 VoIPer’s liability to the Customer in contract, tort (including liability for negligence and breach of statutory duty) or otherwise arising under or in connection with this Agreement shall be limited to £10,000.
8. Suspension of Services
8.1 VoIPer reserves the right to suspend all or part of the Services or any of them or disconnect the Telephone Numbers at any time without notice if;-
8.1.1 the customer is in material breach of this Agreement including, without limitation, in breach of any provision in clause 4;
8.1.2 the Customer exceeds any usage limit set in accordance with clause 6;
8.1.3 the customer acts in such a way or suffers anything to be done or has anything done which, in the reasonable opinion of VoIPer, relates to the Services and may impair or jeopardise the operation of the Services or any part of the Telecommunications Network; 8.1.4 if requested to do so directly or indirectly as a result of a determination, adjudication or other decision or requirement of the Office of Telecommunications or any other competent authority; or
8.1.5 the Telecommunication Network or any part of it breaks down or requires modification or maintenance.
8.2 Save for suspension or disconnection pursuant to clause 8.1.4 and 8.1.5 above, the customer shall remain liable for all charges during the period of suspension and, in the case of disconnection, VoIPer shall be entitled to make a charge for reconnection and to require different payment terms as a condition of reconnection. In circumstances of suspension pursuant to clauses 8.1.4 and 8.1.5 VoIPer shall allow the Customer a refund of applicable Charges in respect of the period of suspension.
8.3 VoIPer’s rights pursuant to clause 8.1 may be exercised for such period as VoIPer reasonably thinks fit. If the period of suspension exceeds, however, 60 days, then VoIPer shall have the right, upon 14 days’ prior written notice to the Customer, to terminate this Agreement. In these circumstances, the provisions of clauses 9.4 to 9.7 shall apply.
9. When the Agreement Ends
9.1 VoIPer may terminate this Agreement immediately by notice in writing to the Customer if;-
9.1.1 the Customer is in breach of any of the terms of this Agreement and does not remedy the breach within 7 days of the date of written notice from VoIPer specifying the breach and requiring it to be remedied; or
9.1.2 any license, permission, agreement or authorisation granted to VoIPer’s supplier or to VoIPer necessary for the provision of the services is suspended, revoked or terminated.
9.2 Either VoIPer or the Customer may terminate this Agreement immediately by notice in writing if;-
9.2.1 the other party convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement within part 1 of the Insolvency Act 1986 or if any other proposal for any composition, scheme or arrangement with or for the benefit of its creditors is made or proceedings in bankruptcy (or any other similar action) are commenced;
9.2.2 the other party is unable to pay its debts within the meaning of Section 123 (b) or (e) of the Insolvency Act 1986 or proceedings in bankruptcy (or any other similar action) are commenced;
9.2.3 the other party has a trustee, receiver, administrative receiver or similar officer appointed over it or any of its assets or effects or over all or any part of its undertaking or assets; or
9.2.4 in the case of a limited company, the other party has a petition presented against it or convenes a meeting for the purpose of considering a resolution to wind up or other steps are taken against it for its winding up or for the making of an administrative order (otherwise than for the purpose of a solvent amalgamation or reconstruction).
9.3 Any termination of this Agreement shall be without prejudice to the rights of either party accrued to the date of termination.
9.4 Upon termination VoIPer shall cease to supply the Services to the customer.
9.5 All Telephone Numbers shall revert to VoIPer and will no longer be available for use by the Customer.
9.6 Any Charges payable to VoIPer by the Customer shall immediately become due to VoIPer and the Customer shall promptly on demand pay the same.
9.7 The Customer shall not be entitled to any compensation in respect of such termination.
10.1.1 VoIPer shall address all bills and serve any notices on the Customer pursuant to this Agreement in writing either by post to the address set out on the Customer Order Form or, if the Customer has informed VoIPer of any change of address (the “New Address”), to the New Address or by facsimile to the facsimile number set out on the Customer Order Form or, if the Customer has informed VoIPer of any change of facsimile number (“Customer’s New Facsimile Number”) to the Customer’s New Facsimile Number.
10.1.2 The Customer shall serve any notice pursuant to this Agreement on VoIPer in writing either by post to: VoIPer, Suite 2, Bourne Gardens, Exeter Park Road, Bournemouth, Dorset, BH2 5BD or to such other address as informed to the Customer by VoIPer. Such notice shall be addressed to VoIPer.
10.1.3 All documents shall be deemed served 48 hours after posting or, in the case of transmission by facsimile, 12 hours after the time of dispatch.
10.2 Failure by VoIPer to exercise any of its rights under these terms and conditions shall not be a waiver of forfeiture of such rights. No express or implied waiver by VoIPer shall be constructed as a continuing waiver, nor shall it prevent VoIPer from acting upon that or any subsequent breach or from enforcing any term and condition. No concession granted by VoIPer to the Customer shall operate as a waiver or forfeiture nor shall it prejudice exercise of VoIPer rights (whether or not the Customer shall have acted upon the same or shall have received any prior notice withdrawing such concession).
10.3 These terms and conditions shall override any other terms and conditions stipulated by the Customer (even if submitted in a later document).
10.4 Subject to clause 10.5 below, the Customer acknowledges that it has not been induced to enter into this Agreement by any representations made before or on entering into this Agreement (whether made negligently or innocently or whether oral or written) and that it has only relied upon matters set out in this Agreement in deciding to enter into this Agreement.
10.5 The Customer acknowledges that the only remedy it has against VoIPer for any misrepresentation or untrue statement shall be a claim for damages for breach of this agreement. However if VoIPer has made any fraudulent representation upon which the Customer has relied the Customer may pursue VoIPer, and the Customer shall be entitled to all available remedies under English Law.
10.6 No variation of this agreement may be effective unless granted in writing by VoIPer
10.7 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected as a result.
10.8 The Customer may not assign its rights or transfer its obligations under this Agreement in whole or in part unless VoIPer is required to permit it to do so pursuant to any law or regulation. VoIPer shall be permitted to assign this Agreement in whole or in part to any third party. Reference in these terms and conditions to VoIPer shall be deemed to include a reference to its assigns.
10.9 This agreement is governed by English Law and English Courts shall have exclusive jurisdiction as regards any dispute arising out of the same.
11. VoIPer’s rights where no notice is given by customer
11.1. In the event that at any time the Customer transfers to another telecommunications services provider or other, for whatever reason, without giving notice, the Customer will be in breach of the terms of this Agreement and VoIPer shall be entitled to terminate this Agreement.
11.2. The Customer shall remain liable to VoIPer for all charges incurred and shall be liable to and shall pay VoIPer for all costs, losses and expenses reasonably incurred by VoIPer arising from or in connection with the termination of this Agreement. If the transfer occurs during the Initial Period, VoIPer shall also be entitled to charge the Customer, and the Customer shall pay VoIPer on demand, the relevant amount detailed as a cancellation charge.
12. More About Us
The following information is required by the Electronic Commerce (EC Directive) Regulations 2002. voiper is provided by Planet Numbers Limited, Bourne Gardens, Exeter Park Road, Bournemouth, BH2 5BD. VAT registration number 737 325 135.