Terms & Conditions of the ra Telecoms Service.
To be read in conjunction with the Telecoms Service proposal.
These terms and conditions by and between ra Information Systems (RA-IS), a limited company (Company Registration no 2254852) having its registered office at ra House, 9-10 Beresford Way, Chesterfield, S41 9FG and the Customer, sets forth the terms and conditions upon which RA-IS (“We”, “Us” or “Our”) will provide telecom services for the Customer (You).
In consideration of the mutual undertakings, obligations, and responsibilities set forth herein, the parties hereto agree that the following terms apply to and are incorporated in to the Contract between the parties and that such terms prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s order, Order Confirmation, or implied by law, trade custom, practice or course of dealing:
You acknowledge that We may amend the Conditions at any time without Your prior consent by posting the amended Conditions on www.ra-telecom.co.uk and any new, different or additional features changing the Services will automatically be subject to these Conditions. Your continued use of the Services after any such changes to the Conditions shall constitute Your acceptance of those changes.
1. Definitions. In these Conditions and any documents referred to herein the following expressions have the meanings stated, unless the context otherwise requires:
1.1.1 Account Details: means the details that You give to Us when You create an account with Us.
1.1.2 Call Route: means the audio and/or functions that occur when a Phone Number is dialled.
1.1.3 Communications Regulator: means a government regulator responsible for Phone Numbers and/or VoIP service provision.
1.1.4 Contract: means the contract between You and Us formed by Your acceptance of the Conditions and agreement to Our service proposal by which You create an account with Us.
1.1.5 Proposal: means quotation, email, proposal document or tender by which we offer to supply our Services.
1.1.6 Dashboard: means the Dashboard provided by Us in the “ra Customer Portal” area at https://www.ra-telecom.co.uk that allows You to manage Your call logs and billing information.
1.1.7 Dispute Resolution Policy: means any relevant dispute resolution policy.
1.1.8 Fair Usage: means that we expect our Services to be used by a reasonable human person and not automated by a computer system in any way.
1.1.9 Fair Usage Allowance: means the limit by which we determine what is fair usage of our Services
1.1.10 Fees: means Our fees as set out in Your proposal.
1.1.11 Geographic Phone Numbers: means any phone number that is not a Premium Phone Number and is available for a Fee and/or for inclusion in your monthly plan with Us.
1.1.12 Intellectual Property Rights: means all patents, copyright and related rights, trademarks, service marks, moral rights, rights in confidential information and any other intellectual property rights in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.
1.1.13 Non-Geographic Phone Numbers: means any phone number that is not a Premium Phone Number and is available for a Fee and/or for inclusion in your monthly plan with Us.
1.1.14 Phone Numbers: means Geographic Phone Numbers, Non-Geographic Phone Numbers and Premium Phone Numbers provisioned and accessible on the public telephone network.
1.1.15 Premium Phone Numbers: means any phone number selected and purchased from our phone number search and itemized on our sales invoices as “Premium Number”
1.1.16 Renewal: means the renewal of the Geographic Phone Numbers, Non-Geographic Phone Numbers and Premium Phone Numbers in Your name with the Registry for the period specified.
1.1.17 Sales Tax: means a consumption tax charged at the point of purchase for goods and services.
1.1.18 Services: means the services set out in clause 2.1 as amended from time to time.
1.1.19 You or Your: means the person who is entering into this Contract with Us.
1.1.20 VoIP User: means a single data connection to our VoIP Service to allow a call to be made or received.
1.1.21 VoIP Service: means the provision of a platform to allow audio conversations using Voice over Internet Protocol across a data connection.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 Words in the singular include the plural and in the plural include the singular.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
2. PROVISION OF SERVICES
2.1 We will provide to You the following Services in accordance with the Conditions:
2.2 The Services shall include (but shall not be limited to):
2.2.1 purchase of Geographic Phone Numbers, Non-Geographic Phone Numbers and Premium Phone Number
2.2.2 provision of VoIP Services
2.2.3 providing a Dashboard to allow You to view Your call usage and review Your itemised billing.
2.2.4 providing telephone and e-mail support for the Services between the times 8am till 6pm, Monday to Friday, excluding Bank Holidays
2.2.5 providing relevant software, hardware and infrastructure maintenance and upgrades at Our sole discretion and without a requirement on Us to give notice to You of such maintenance or upgrades.
2.2.6 Without prejudice to Our other rights and remedies, We may at Our sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:
220.127.116.11 an event of Force Majeure as set out in clause 11.3;
18.104.22.168 upgrade or maintenance of Our IT systems, but We will restore the provision of the affected Services as soon as reasonably practicable following the suspension;
22.214.171.124 the issue by any court of competent jurisdiction or other competent authority (including, but without limitation, a person appointed under a Dispute Resolution Policy for the determination of a dispute) of an order which is binding on Us which has the effect of suspending Our Services; or
126.96.36.199 if You fail to pay any Fees or any other sums owing by You to Us when they fall due.
2.2.7 To the fullest extent permitted by law and save as provided elsewhere in the Conditions, the Services are provided by Us on an “as is” and “as available” basis and no warranty or representation (express or implied) of any kind is given that the Services will be provided on an uninterrupted, timely, secure or error-free basis.
3. PURCHASE & RENEWAL OF GEOGRAPHIC PHONE NUMBERS, NON-GEOGRAPHIC PHONE NUMBERS, PREMIUM PHONE NUMBERS & VoIP SERVICE
3.1 You acknowledge and agree that Premium Phone Numbers cannot be ported, transferred or generally removed or used in any other capacity, other than part of a subscription to Our VoIP Service, until 12 months or greater of monthly subscription Fees have been paid.
3.2 You acknowledge and agree that Geographic Phone Numbers and Non-Geographic Phone Numbers cannot be ported, transferred or generally removed or used in any other capacity, other than part of a subscription to Our VoIP Service, until 12 months or greater of monthly subscription Fees have been paid.
3.3 You acknowledge that You will not rely on the provision or continued provision of a Phone Number until confirmation of completion of provisioning of the Phone Number is notified to You.
3.4 Subject to clause 3.3, We will automatically renew Services on a monthly basis as part of your inclusive subscription or at the Fee agreed.
3.5 If the Phone Number passes its subscription date and has not been renewed You acknowledge that at Our discretion We may:
3.5.1 renew the Phone Number on Your behalf; and
3.5.2 change the Call Route to a route of our choice and collect and retain any revenue generated from such change.
3.6 If We decide to renew the Phone Number after the subscription date You have the right for a period of 7 days after the subscription date to pay Us the Renewal Fee. On receipt of the Renewal Fee by Us within the 7 day period, You will retain ownership of the Phone Number and as soon as reasonably practicable.
3.7 If We do not receive the Renewal Fee within the 7 day period stipulated at clause 3.6, We shall have the right:
3.7.1 in Our sole discretion to terminate the Contract and change ownership of the Phone Number
4. CALL PLANS, CALL PACKS, VOIP USERS & FAIR USAGE
4.1 You acknowledge and agree that when using our “Unlimited UK Landline” VoIP User and/or our “UK Landline PAYG Call Pack”, that this Service is only available to UK landline numbers prefixed 01, 02 & 03 and all major mobile networks as updated from time to time.
4.2 You acknowledge and agree that all of our PAYG Call Packs and VoIP User Call Plans only entitle one VoIP User to make an outbound call at one time and are subject to Fair Usage.
4.3 You acknowledge and agree that our Fair Usage Allowance is set from time to time based on the average fair and reasonable needs of administering a business.
4.4 You acknowledge and agree that our “Unlimited UK Landline” VoIP User Call Plans are:
4.4.1 not intended or suitable for high volume contact centres, making automated phone calls, high volume outbound sales & marketing or any other usage than that equivalent to the average fair and reasonable needs of administering a business and;
4.4.2 capped at our Fair Usage allowance with all further calls beyond that limit charged at the prevailing PAYG Call Costs.
5. YOUR OBLIGATIONS
5.1 You shall:
5.1.1 comply at all times with any terms and conditions, rules and regulations or similar which govern the use of our Services;
5.1.2 notify Us immediately if You know or have reason to suspect that there has been any unauthorised use of the Services;
5.1.3 notify Us immediately if You know or have reason to suspect that there is or may be any court proceedings or other proceedings (including but without limitation any complaint, proceedings or similar under any Dispute Resolution Policy) which involve the Phone Numbers;
5.1.4 ensure that We have Your correct name, postal address, phone, fax and email information;
5.1.5 provide identification, documentary evidence and information that We reasonably require in order to be able to carry out the Services and You agree that We may keep copies of any identification and documentary evidence on Our files for the purposes of providing and maintaining the Services;
5.1.6 notify Us of the authorised representatives whose instructions We may accept on Your behalf;
5.1.7 not use or suffer the Services to be used for any unlawful purpose or for the publication of, linking to, issue or display of, any unlawful material including any software which is pirated or which breaches any Intellectual Property Rights or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, defamatory or which breaches the rights including Intellectual Property Rights of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code whether under English law or regulations, the laws or regulations of Your country or of any other location where the results of such purpose or the material in question can be accessed;
5.1.8 not use or suffer the Services to be used for any other purpose than Fair Usage.
5.2 You agree and acknowledge that:
5.2.1 We are under no obligation to provide VoIP Services or provision Phone Numbers;
5.2.2 We have made no representations or warranties to You as to the availability of our Services
5.2.3 the provision of Phone Numbers is subject to the requirements of Communications Regulators
5.2.4 We have the right to pass on any additional charges made by a Registry or Communications Regulators in order to register, renew or maintain howsoever the Phone Numbers;
5.2.5 We are not liable for the actions of any Registry or Communications Regulator which affect the Phone Number whether before, during or after the provision of Phone Number and/or VoIP Service; and
5.2.6 in the event of a non-payment We shall have the immediate right at Our sole discretion to take ownership of the Phone Number and suspend provision of the Services. Where We exercise Our right under this clause, the Services will be reinstated into Your name upon payment by You to Us of Our Fees and a reinstatement fee of 100.00 GBP.
6.1 By entering into this Contract You warrant that:
6.1.1 all the identity, contact supplied to Us by You in accordance with clauses 2 & 3 is correct, current and complete;
6.1.2 all passwords or any other identifiers that You use in connection with the Services will at all times be kept confidential, used properly and will not be disclosed to any unauthorised person;
6.1.3 any activity carried out in connection with the Services which requires the use of passwords or other identifiers will be carried out by You or someone authorised to act on Your behalf;
6.1.4 You accept full liability for all actions done, charges incurred and losses suffered by You for any activity carried out in connection with the Services which requires the use of Your passwords or other identifiers, whether carried out with Your authorisation or not;
6.1.5 You have all necessary permissions, licenses and consents to use the Services and that by using the Services You will not infringe any Intellectual Property Rights of any other person or entity;
6.1.6 You will obtain all necessary permissions, licenses and consents that may be or are required from time to time to enable Us to provide You with Services;
6.1.7 You will not use the Services or allow them to be used for the publication, web forwarding, linking to, issue of or display of any material which in Our absolute discretion may harm Us, Our reputation or otherwise bring Us into disrepute; and
6.1.8 You will comply fully with the Dispute Resolution Policy and agree to any decision resulting therefrom.
7.1 You will fully indemnify and keep Us and Our officers, partners, employees and agents fully indemnified against all liabilities, costs, claims, expenses, demands, damages, penalties and losses (including professional costs and expenses) whether directly or indirectly suffered or incurred by Us arising out of or connected with:
7.1.1 Your breach of the Contract; or
7.1.2 Your breach of any warranty given in clause 5; or
7.1.3 any use or misuse of the Services as a result of or attributable to Your actions.
8. FEES AND PAYMENT
8.1 Any sums payable by You to Us under this Contract are exclusive of VAT or any other Sales Tax.
8.2 All sums payable to Us under this Contract shall be paid in full without any deduction set-off or withholding other than as required by law. You shall not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part.
8.3 We are under no obligation to commence the Services, unless and until We have received the required Fees and any other sums outstanding from You to Us.
9.1 Nothing in this Contract excludes or limits Our liability for death or personal injury caused by Our negligence or any damage or liability incurred by You as a result of fraud or fraudulent misrepresentation by Us.
9.2 We will not be liable to You in contract, tort or otherwise, including negligence for any direct or indirect immediate or consequential loss, damage, costs, expenses or other claims arising out of or in connection with this Contract for:
9.2.1 loss of profit;
9.2.2 loss of business, contracts or revenue;
9.2.3 loss of expected savings or goodwill;
9.3 Subject to clause 7.1 Our total liability to You, whether under these Conditions or otherwise, including liability for negligence, shall be no more than 100% of the annual line rental value.
9.4 All conditions, warranties or other terms which might have effect between You and Us or be implied or incorporated into this Contract whether by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law, including without limitation any implied conditions or warranties.
10.1 We will provide the Services to You for the Initial Period and will continue to provide them beyond the Initial Period, subject to termination in accordance with this clause 8.
10.2 Following the Initial Period either party may terminate the Contract by giving 60 days written notice to the other.
10.3 Without prejudice to any other rights or remedies which We may have, We may terminate the Contract without liability to You immediately on giving notice to You if You fail to pay Us any sum due under the Contract on the due date for payment and You remain in default not less than seven days after being notified in writing to make such payment.
10.4 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
10.4.1 the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
10.4.2 the other party (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or has no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
10.4.3 the other party has a receiver, manager, administrator or administrative receiver appointed over its assets or income, has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or an administration order; or
10.4.4 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
10.5 You will no longer have the right to cancel the Contract once We have commenced the Services with Your consent including but not limited to Number Porting.
10.6 Due to the real time nature of Phone Number registrations, We may make a minimum charge to You to cover costs incurred by Us for provisioning the requested Phone Number.
10.7 On termination of the Contract for any reason You agree that:
10.7.1 We shall have the right at Our sole discretion to immediately delete Your account with Us;
10.7.2 Your entitlement to use any of Our Services will immediately cease.
11.1 Confidential Information
11.1.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.1.2
11.1.2 Each party may disclose the other party’s confidential information:
188.8.131.52 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 184.108.40.206; and
220.127.116.11 as may be required by law, court order, Dispute Resolution Policy or any governmental or regulatory authority.
11.1.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.
11.2 Intellectual Property
11.2.1 You acknowledge and agree that You will not own or acquire ownership of any Intellectual Property Rights in or relating to the Services other than those rights expressly granted by this Contract.
11.3 Force Majeure
11.3.1 Neither party shall have any liability under or be deemed to be in breach of this Contract for any delays or failures in performance of this Contract which result from circumstances beyond the reasonable control of that party (a “Force Majeure”). The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and of when they expect the circumstances to cease to do so.
11.4 Data Protection
11.4.2 Without prejudice to Clause 10.4.1 You acknowledge and agree that details of Your name, address and payment record may be submitted to a credit reference agency for the purposes of checking your credit worthiness.
11.5.1 We have the right to amend this Contract at any time by giving You Notice (as defined below in clause 11.10). Any such Notice shall not take effect for 28 days. After the 28 day notice period has elapsed any amendments specified in the Notice shall take immediate effect.
11.5.2 You may request an amendment to this Contract by giving Us Notice in accordance with clause 11.10.3.
11.5.3 We reserve the right not to agree or incorporate into these terms and conditions any amendments that You may propose pursuant to clause 11.5.2.
11.6.1 You may not, without Our prior written consent (such consent not to be unreasonably withheld), assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this Contract or any of the rights and obligations under or arising out of this Contract (or any document referred to in it), or purport to do any of the same. You may not subcontract or delegate in any manner any or all of Your obligations under this Contract to any third party or agent.
11.6.2 We may, at any time, assign (absolutely or by way of security and in whole or in part), transfer, mortgage, charge or deal in any other manner with the benefit of any or all of Our obligations or any benefit arising under or out of this Contract.
11.7 Entire Agreement
11.7.1 This Contract contains the whole agreement between the parties in respect of the subject matter of this Contract and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The parties confirm that they have not entered into this Contract on the basis of any representation that is not expressly incorporated into this Contract.
11.8.1 No failure or delay by Us in exercising any right, power or privilege under this Contract shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Contract are cumulative and not exclusive of any rights and remedies provided by law.
11.9.1 If any provision of this Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Contract and rendered ineffective as far as possible without modifying the remaining provisions of this Contract, and shall not in any way affect any other circumstances of or the validity or enforcement of this Contract.
11.10.1 Any notice required to be given by Us under this Contract or otherwise, shall be emailed to You at the email address as given to Us by You in accordance with this Contract.
11.10.2 Any notice given in accordance with clause 11.10.1 shall be deemed to have been duly received if sent by e-mail, when read; whereafter any provisions contained in such notice shall be deemed to take effect immediately save for the provisions of clause 11.5.1.
11.10.3 Any notice required to be given by You under this Contract, shall be in writing, signed by a duly authorised representative and shall be sent by pre-paid first-class post or recorded delivery or by commercial courier, to the other party at its address as set out below:
18.104.22.168 The Director, Ra Information Systems Limited, ra House, 9-10 The Bridge, Beresford Way, Chesterfield. S41 9FG; or as otherwise notified by Us in accordance with the provisions of this clause 11.10.
11.10.4 Any notice given in accordance with clause 11.10.3 shall be deemed to have been duly received if sent by pre-paid first-class post or recorded delivery, at on the two days after posting; or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
11.11 Third parties
11.11.1 Save for those rights given to third parties in the Domain Name Conditions, for the purposes of the Contracts (Rights of Third parties) Act 1999 and notwithstanding any other provision of this Contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
11.12 Law and jurisdiction
11.12.1 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
11.12.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this Contract or its subject matter.