Terms and Conditions

1. Definitions

“Authorised Customer Contact” means the email address You provided to Us in the relevant Order.
“Charges” means the fees payable by You to Us for use of the Service which include the Connection Charges, Subscription Charges and Telephony Charges.
“Connection Charges” means the one off charge You pay to Us when the Service is first set up as set out in the relevant Order.
“Service Due Date” means the date on which You receive the provisioning form Us for smartnumbers that do not require porting, or 30 days after the date on which You receive the provisioning form from Us for smartnumbers that require porting.
“Contract” means the same as set out in section 2.2.
“Initial Period” means the period of 30 days following the handover of the service to You during which the service
will not be charged and in which this Contract can be terminated without obligation.
“Minimum Term” means the period of 12 months from the date set out in the Order or such longer period as We may agree with You.
“Order” means the same as set out in section 2.1.
“Service” means the telephony, directory and messaging services to be supplied by Us to You under these terms and conditions and as set out on the website in the relevant Order.
“Subscription Charges” means the recurring monthly charge You pay to Us for use of the Service as set out in the relevant Order.
“Telephony Charges“ means any additional charges that You may incur when using the Service that You pay to Us.
“We” or “Us” means Resilient plc.
“You” means the customer to whom We provide the Service in accordance with these terms and conditions.
“Website” means www.smartnumbers.com

2. THE SERVICE

2.1. These terms and conditions contain general terms relating to the provision by Us to You of the Services and should be read in conjunction with the information included on the smartnumbers Order Form completed by You (“Order”).
2.2. Each Order will form a separate contract (a “Contract”) between You and Us on the terms contained in the Order and in these terms and conditions. Each Contract will be separately terminable by either party in accordance with sections 2.3 and 10.
2.3. We reserve the right to suspend the Service without notice if We believe the Service is being used by You in breach of these terms and conditions or if You notify Us that someone has gained unauthorised access to the Service. We have the right to terminate any Contract upon written notice to You in the event of a breach of these terms and conditions that remains un cured 30 days after we give you notice of such breach. For the avoidance of doubt, failure to pay the charges due under section 4.1 and 4.2 will constitute a breach.
2.4. You agree that We shall not be liable to provide the Service unless and until an Order has been accepted by Us in relation to the Service.
2.5. You agree that We operate a fair use policy which We may update from time to time.

3. THE OBLIGATIONS YOU HAVE TO US

3.1. You shall ensure that You do not use the Service for unlawful purposes, including (but not limited to) the transmission of material that is defamatory or which infringes on the intellectual property rights of any third party.
3.2. You will be provided with passwords for accessing or using the Service and You must treat such passwords as confidential and must not reveal them to any third party. You are responsible for all activities that occur under the passwords that You have. You shall ensure that the passwords that You have are changed regularly.

4. CHARGES AND PAYMENTS

4.1. In each case the Order will set out the Connection Charges and Subscription Charges for the Service, applicable from the “Service Due Date” which will be billed quarterly in advance unless otherwise specified in your Order.
4.2. Telephony Charges will be billed in accordance with our tariff and will be billed monthly in arrears. The tariff is available on request.
4.3. We reserve the right to revise the Charges from time to time.
4.4. If any invoice becomes overdue We reserve the right to charge interest at 3% above the base rate of the Royal Bank of Scotland and suspend the Service if such invoice remains overdue for four weeks.

5. PROPRIETARY PROTECTION

5.1. The intellectual property rights and/or other proprietary rights in the information (including hard copy and electronic, human-readable and otherwise) used or created by Us in providing the Service will be owned by Us or the licensors We have. Nothing in this section 5 will limit either party’s obligations with regard to data protection in section 8.1.

6. REPRESENTATIONS AND WARRANTIES

6.1. Each party warrants to the other that it has the full and sufficient right and authority to enter into these terms and conditions and to grant the rights and licences granted herein.
6.2. We warrant that the Service will be provided with reasonable care and skill.
6.3. You agree that We do not warrant or enter into any other term to the effect that any software will be entirely free from defects or that its operation will be entirely error free.
6.4. Apart from the terms set out in this section 6, no conditions, warranties or other terms apply to the Service or to anything else supplied under these terms and conditions. In particular, the terms implied by sections 3 to 5 of the supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these terms and conditions.

7. LIMITATION OF LIABILITY

7.1. Other than set out in section 7.4, neither party shall be liable (whether for breach of contract, tort (including without limitation negligence), or for any other reason) arising out of or in connection with these terms and conditions for any: (i) loss of profits, sales and/or revenue); (ii) goodwill and/or reputation; (iii) loss or waste of management or staff time; and/or (v) indirect, consequential or special loss.
7.2 We shall not be liable for any failure in the Service which arises because of any circumstances which we cannot reasonably be expected to control. The payment obligations You have will be suspended for the period of any such circumstances which causes a default or delay in the performance of the obligations We have to You under these terms and conditions.
7.3 Subject to section 7.1 and 7.4, The total aggregate liability We have to You under each Contract and in relation to anything which We may have done or not done in connection with the Contract concerned (and whether the liability arises because of breach of Contract, negligence or for any other reason) in respect of any Contract shall be limited to 125% of all amounts payable by You under the Contract concerned in the relevant Contract Year.
7.4 Neither party’s liability: (i) for death or personal injury caused by its negligence; (ii) for fraudulent misrepresentation or for any other fraudulent act or omission; and/or (iii) for any other liability which may not lawfully be excluded or limited, is excluded or limited by these terms and conditions, even if any other term of these terms and conditions would otherwise suggest that this might be the case.

8. DATA PROTECTION

8.1 To the extent that We process any Personal Data (as defined in the Data Protection Act 1998) in connection with the Service, We will: (i) only process to the extent necessary to provide the Service; (ii) comply with instructions You give to Us; and (iii) keep it secure in accordance with the seventh principle in schedule 1 of the Data Protection Act 1998.
8.2 You agree that We may use the name of your organisation and your logo in marketing materials associated with the Service and We agree that We will not disclose to any third party how You are using the service without written permission from You.

9. TERM AND TERMINATION

9.1. Each Contract shall commence on the date set out in the Order and will comprise an Initial Period, followed by the Minimum Term. Each contract shall renew automatically for successive terms equal in length to the Minimum Term unless terminated by either party giving the other not less than one month’s written notice prior to the next renewal date provided such notice cannot expire before the end of the Minimum Term. This clause 9.1 is without prejudice to the right We have to terminate under section 2.3.
9.2. During the Initial Period, the Contract can be terminated without obligation by serving notice in writing or email of the intent to terminated.
9.3 Following the Initial Period, each Contract will not affect any accrued rights or liabilities which either You or Us may have by the time termination takes effect.

10. TRIAL SERVICES

10.1. The Service may be made available to You as a Trial Service and these same Terms and Conditions shall apply, subject to (i) any separate arrangements made with respect to the Term of the Trial Service and (ii) any other commercial arrangements agreed in respect of the Trial Service.

11. GENERAL

11.1. You may not sub-licence or assign any of the rights or obligations which You have under these terms and conditions.
11.2. These terms and conditions and any relevant Order sets out all of the terms that have been agreed between You and Us in relation to the subjects covered by it. Subject to section 7.4, no other representations or terms shall apply or form part of any Contract between the parties. You acknowledge that You have not been influenced to enter into these terms and conditions by anything We have said or done or committed to do, except as expressly recorded herein.
11.3. In the event of any provision in these terms and conditions being held to be void, voidable or unenforceable this shall not affect the validity or enforceability of any other section of these terms and conditions or of the remainder of these terms and conditions as a whole.
11.4. No term of these terms and conditions is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these terms and conditions.
11.5. These terms and conditions shall be governed and construed in accordance with English law. Both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with these terms and conditions, but We are also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce the intellectual property rights that We have.