The terms, conditions, and notices contained in these Terms & Conditions must be agreed to and accepted without qualification or amendment in order to obtain the Service as defined below. By using the Service or by accepting an Order Form from VoiceIQ Ltd, you hereby agree in full to all terms and conditions of this Agreement. If you do not agree to these terms and conditions, then please do not accept an Order Form or access or use the Service.
If you begin the sign-up process but fail to complete the process, we may contact you in an effort to help you complete the process. You hereby authorise us to contact you in this circumstance even if you ultimately decide not to sign up to the Service.
1.2 In this Agreement the following terms shall have the following meanings unless the context requires otherwise:
Act: means the Communications Act 2003.
Agreement: shall mean this document between Us and the You.
Application: means VoiceIQ.ai and any other websites, administration tools and/or software applications to be provided by us, or our authorised partners, to you.
Artificial Inflation of Traffic: means any situation where the Service experiences unusual call patterns that are disproportionate to the overall amount of usage as would reasonably be expected.
Business Day: means any day which is not a Saturday or Sunday or a public bank holiday in England.
Call: means a signal, message, voicemail or communication which can be silent, visual (including text and data) or spoken.
Caller: a person who ultimately uses the Service through the Customer.
Confidential Information: has the meaning set out in clause 15.1.
Customer Information: means any information, including (without limitation) any routing destinations, images, audio, audio-visual, text or other information or content that relates to the Customer’s use of the Service.
Controller: has the meaning set out in GDPR.
Data Protection Legislation: in relation to any Personal Data which is Processed in the performance of this Agreement, the Data Protection Act 1998 and EU Data Protection Directive 95 / 46 / EC (prior to 25 May 2018), GDPR (on and after 25 May 2018), the Investigatory Powers Act 2016, Telecommunications (Lawful Business Practice), the Privacy and Electronic Communications Directive 2002 / 58 / EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003 / 2426), in each case together with all laws implementing or supplementing the same and any other applicable or equivalent data protection or privacy laws, and all other applicable law, regulations and codes of conduct relating to the processing of personal data and privacy, including the guidance and codes of practice issued by a relevant Supervisory Authority.
Data Subject: has the meaning set out in GDPR.
Emergency Call: means a Call from a Caller to the emergency services made by dialling 999 or 112.
GDPR: the General Data Protection Regulation (EU 2016/679).
Inappropriate Content: any content that infringes any applicable laws, regulations or third party rights (such as, for example, material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights or the Act).
Intellectual Property Rights: means all intellectual property rights (including without limitation, patents, trademarks, copyrights, designs, rights in databases, user data, rights in and to know-how and Confidential Information (in each case whether registered or unregistered)) and any and all applications for the same.
International Number: means a Number outside of the United Kingdom which is available for international regions at an additional monthly charge.
Insolvency Proceedings: means going into administration, administrative receivership, liquidation or receivership or becoming unable to pay debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 or suffering any similar or analogous action in consequence of debt.
Network: means the network provided by us or any other third-party network supporting the Service.
Number: means any number specifically requested by or allocated to the Customer for the provision of the Service to Callers and includes VIP and International numbers.
Personal Data: has the meaning set out in GDPR and relates only to personal data, or any part of such personal data, in respect of which you are the Controller and in relation to which we are providing services under this Agreement.
Personal Data Breach: has the meaning set out in GDPR.
Premium Features: means any additional features and bolt-on extras you may add to your Service from time to time.
Processing and Process: have the meaning set out in GDPR.
Service: the service provided to you by us as described above.
Service Fee: means any charge in respect of the Service levied by us from time to time to you.
Software: any software used by us, or any party acting on our behalf in fulfilling its obligations under this Agreement or otherwise.
Special Categories of Personal Data: those categories of data listed in Article 9(1) GDPR.
Supervisory Authority: means (a) an independent public authority which is established by a Member State pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Legislation.
Third Party Information: means information, audio, video, graphics, sound, music, photographs, software, data, databases, records, and any other materials (in whatever form) not owned or generated by or on behalf of the Customer, published or otherwise utilised or made available using the Service.
Users: means any user within your business who you authorise to use this Service.
Usage Rates: means the charges incurred by you calculated against VoiceIQ’s usage based pricing
VIP Number: means a Number available at an additional monthly charge to normal Numbers and it is purchased for a minimum period of 12-months in accordance with clause 5.7.
1.2 Clause and schedule headings do not affect the interpretation of this Agreement.
1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this Agreement.
1.4 Words in the singular include the plural and in the plural include the singular.
1.5 A reference to a particular law is a reference to it as it is in force at the date of this Agreement taking account of any amendment, extension, application or re-enactment and including any subordinate legislation in force at the date of this Agreement made under it.
2.1 We shall provide the Service to you in consideration for the due and timely fulfilment of the Customer's obligations under this Agreement.
2.2 Use of the Service is at all times subject to the terms and conditions of this Agreement and by using the Service, the Customer confirms their acceptance of, and agrees to be bound by, this Agreement.
2.3 We reserve the right to amend or alter in any way these terms and conditions or charges for the Service at any time. We shall make reasonable endeavours to notify the Customer of any such changes, including making notice of the same to the Customer, but any change shall take effect even if the Customer fails to receive such notice.
2.4 We shall provide reasonable endeavours to manage and maintain a professional Service, Network and Application. However, VoiceIQ is not responsible for the uptime and service availability of third party systems upon which the VoiceIQ platform is built. Including but not limited to, Microsoft Azure, Twilio, Gradwell and Google Cloud. Outages and issues with third party systems may result in service downtime.
2.5 We shall grant you a non-exclusive, non-assignable or transferable right to use the Service in accordance with these terms.
2.6 We shall provide support to you for the Service via email and phone support.
3.1 The Customer may only use the Service for lawful purposes and at all times in accordance with the Act.
3.2 The Customer will not, nor will the Customer authorise or permit any other person to, use the Service or the Application:
3.2.1 to send or receive any Inappropriate Content or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise be unlawful;
3.2.2 to create any Artificial Inflation of Traffic in anyway;
3.3.3 to sell, or offer to sell goods or services which are in violation of any laws, regulations or codes of practice. The Customer shall take such corrective action as we may require in such circumstances promptly following notification from us.
3.3.4 to pretend to be a party which it is not or use the Service to falsely represent another party.
3.3 The Customer warrants that Customer Information is and will remain accurate and will not include any Inappropriate Content or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful including the breach of any Intellectual Property Rights of any other person. We reserve the right to remove such content from the Service, Application and Network where, in our sole discretion, we suspect such content to be in breach of this clause 3.3.
3.4 The Customer will be solely responsible for the accuracy, completeness, design, creation, maintenance, and updating thereof of all Customer Information. We shall not be liable for any errors or inaccuracies in any Customer Information
3.5 The Customer shall be responsible for obtaining all necessary licenses and consents required to use Service and the Customer warrants that such licences and consents have been obtained and will be subject in this regard to the indemnity at clause 12.
3.6 The Customer shall permit us to document you as a client case study or reference client and to use your name and logo in any publicity material we may produce without first referring any such material to you for approval. In addition, Customer agrees to conduct a 2-minute recorded video interview with VoiceIQ if requested, to be used in VoiceIQ’s marketing materials and website. Failure to do so may result in the termination of the agreement.
3.7 The Customer shall provide us with any assistance we require in relation to any query or enquiry in relation to the Service howsoever arising.
3.8 The Customer shall ensure it does not use the Service:
3.8.1 excessively and beyond what we deem is reasonable but will use its reasonable endeavours to actively promote the Service to its Callers;
3.8.2 in a way which imposes an unreasonable or disproportionately large load on our infrastructure or the Service;
3.8.3 for automated, high volume or otherwise excessive call-forwarding, auto-dialling and/or call-blasting activities; and/or
3.8.4 to make automated, continuous, extensive or excessive calls using the Service beyond what we consider (at our absolute discretion) to be reasonable business use.
3.9 The Customer will not sell or re-sell the Service to any third party.
3.10 The Customer will not use or associate the Service with any unsolicited telemarketing activities (“Spam”) and agrees to pay us a fee of £25 for each Spam complaint received by us. This will be charged for and applied to your Usage Rates and charged to the payment card you used to register for the Service.
3.11 The Customer warrants that the name, email address, phone numbers, postal address and payment information (where required upfront) that the Customer provides when the Customer registers for the Service is correct and the Customer agrees to update its account immediately in the event of any changes to such details.
3.12 The Customer warrants that it possesses the legal right and ability to enter into this Agreement and to use the Service in accordance with this Agreement.
3.13 The Customer confirms that the person contracting on behalf of the Customer has authority to bind the Customer in relation to the Customer’s purchase of the Service.
3.14 Any breach of this clause 3 by the Customer shall be deemed to be a material breach of this Agreement and shall entitle us to immediately terminate the Agreement and, for this purpose, it shall be irrelevant whether the Customer was aware of the content of any material so transmitted or not. Notwithstanding and in addition to clause 8, we may suspend the Service without notice with immediate effect if, in our reasonable opinion, the Customer is in breach of this clause 3 and we may refuse to restore the Service until the Customer gives us an acceptable assurance that there will be no further contravention.
3.15 The Customer is responsible for notifying any applicable terms of the Service to its Users and for ensuring that its Users comply with such terms.
3.16 In the event that we suspect that the Customer has breached this Agreement, at our absolute discretion we reserve the right to:
3.16.1 suspend and/or terminate the Customer’s access to the Service immediately without notice; and/or
3.16.2 modify the Customer’s pricing plan for access to the Service to reflect any excessive use of the Service or abuse of billing periods to avoid and manipulate payment to us, including, without limitation, converting the Customer’s pricing plan to a fully-metred usage plan and charging pro rata for Service access.
3.17 Each Customer must have their own VoiceIQ account and sharing of user accounts is not permitted in any circumstances.
4.1 Other than as cannot be excluded in law, we expressly exclude all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose in relation to the provision of the Service.
4.2 We do not warrant that the Service will be error and or virus free or operate without disruption or is compatible with all equipment and software configurations.
4.3 We do not warrant the uptime and performance of third party systems upon which the VoiceIQ platform is built, including but not limited to, Microsoft Azure, Twilio, Gradwell and Google Cloud. Outages and issues with third party systems may result in service downtime.
5.1 Number allocation - once you have registered for the Service you shall be allocated or can select from us your Numbers at random to use in conjunction with the Service and for your Callers to contact you on in accordance with the terms of this Agreement.
5.2 Number usage – where any “Free” service is concerned (see clause 7.1), if you do not use the Service or your Number for a period of over 6-months we reserve the right to cancel the Service and re-allocate your Number back to stock for potential re-use by another party in the future.
5.3 Number testing - It is your responsibility to ensure that the Number works correctly when being diverted to the Customer
5.4 Call and voicemail recording – subject to termination of this Agreement we will store any recorded Calls for as long as you state you need them accessible within the Application of the Service for that period only. Any recordings stored will be held in accordance with Data Protection terms specified in clause 13 and then deleted unless you download and store them yourself.
5.5 Call recording notices - the Service may provide a feature that allows you to record individual conversations and/or upload recorded conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by location. You acknowledge and agree that you are solely responsible for providing any notices to, and obtaining consent from, individuals in connection with any recordings as required under applicable law.
5.6 Emergency calling – you will NOT be able to make Emergency Calls from the Service.
5.7 Number porting into the Service – should you wish to port any existing Number into the Service then you must contact us via firstname.lastname@example.org to complete the required consent paperwork to complete this process, we will then handle this for you. There will be an admin charge payable but this will be agreed with you in writing prior to any number being ported.
5.8 Number porting away – should you wish to port any existing Numbers away from the Service then you must contact your new service provider to request this. We will typically receive instruction from them within 10-days to action this request. Prior to contacting your new provider, you will need to contact us at email@example.com in order for us to provide the information necessary for you to submit to your new provider when initiating the port. We cannot however guarantee that your new service provider will have the ability to port in your Number. There will be an admin charge payable per Number.
5.9 Support – we will provide you with support facilities for the Service through the Application, however, should you need to raise a support query with us directly email firstname.lastname@example.org.
5.10 Service related communications - we will send you updates about the Service, these will include new feature updates, service updates, support updates and other general communications at our discretion. If you do not want to receive these, you can opt-out at any stage.
5.11 Marketing communications – we will occasionally send you carefully selected marketing communications, if you do not want to receive these you can opt-out at any stage. Opting out of these marketing communications will not impact any Service related communications and you will still receive these.
6.1 You agree to pay the Service Fee for your use of the Service at the prices disclosed in the Application or your Contract Agreement.
6.2 You acknowledge that prices disclosed could be subject to change and we will do our best to notify you of such changes and providing you as much notice as possible. We, as additional features to the Service, will add to the things which you can pay for within the Service Fees. These will always be features you are in control of and you can use them or not as you prefer.
6.3 All pricing disclosed on the Application or your Contract Agreement will be invoiced and paid in the currency you choose when signing up for the Service, and is exclusive of value added tax (VAT) or other sales, import or export duties or taxes (if applicable) and this will be added at the point of payment.
6.4 All charges and VAT invoices for the Service will be emailed to you.
6.5 Charges for the Service will be invoiced to the Customer once an Order Form has been accepted or in an accordance to your Contract Agreement. Full payment of invoice is due by the date stated on the invoice. Where no date is given, payment is due within 30 days of an accepted order.
6.6 You will be able to view all current logs, Usage Rates and amend and/or update Customer Information in the Application.
6.7 Invoices will, other that in respect of the period covering the free trial period, be for periods of:
6.7.1 If on a ‘Monthly’ plan, one month and will be issued automatically by charging the payment card used to register for the Service on the date of such invoice. Changes made to your subscription during your monthly billing period will be calculated pro-rata for the remainder of the period and included on your next monthly invoice. If you cancel the Service through the Application you will automatically stop charges with effect from the end of the then current month and after settlement of that month’s charges based on Usage Rates and any pro-rata charges for changes made to your account during the month. Please note that your Service will not work if you do not have a valid credit card with us and/or terminate the service and you will not be able to accept Calls on your Number through the Service.
6.7.2 If on a ‘Annual’ plan, one year and will be issued automatically by charging the payment card used to register for the Service or by customer initiated bank transfer on the date of such invoice. Changes made to your subscription during your annual billing period will be calculated pro-rata for the remainder of the period and will be invoiced for before any changes take effect. No refunds will be given if Customer voluntarily cancels their plan part way through an annual plan.
6.8 We will not issue refunds for any reason on the Service.
6.9 If your payment card fails to make a complete payment to us or we experience any payment card fraud and/or chargebacks then we have the right to immediately suspend and/or terminate the Customer’s account and the Service shall immediately cease.
6.10 If the Customer subsequently makes a valid payment to us then the Service will be re-instated and we shall make all reasonable endeavours to restore all data collected by us for the Service provided to the Customer prior to a termination. If the Customer does not make a payment within 2 weeks then all such Customer data shall be deleted by us and the account terminated and Number(s) reclaimed by us and returned to stock for potential re-use by another person.
6.11 For multi-year agreements, for each successive year of an agreement during that year, the pricing and fees for the products and services provided thereunder shall be adjusted to reflect any annual increase in the Retail Price Index or technical infrastructure costs, whichever is greater.
7.1 Notwithstanding any other provision of these terms and conditions, if you do not choose to add card payment details before the end of the trial, your account will be suspended. You may add payment details up to 30 days post-trial period, at which point the account will activate immediately and the amount of Premium Features and Usage Rates will be invoiced in accordance with clause 6.7.
7.2 Should you terminate the free trial within the free trial period you will not be billed for any usage as all features enabled within the trial period are included within the trial.
8.1 The Customer shall not attempt to circumvent system security or access the source code of the Software or the Application of the Service.
8.2 The Customer shall keep confidential any passwords or other security information relating to the Software or the Application of the Service.
8.3 The Customer is responsible for the security and proper use of all user IDs, passwords, used in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised persons.
8.4 The Customer must immediately inform us if there is any reason to believe that a user ID or password issued by us has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
8.5 We reserve the right to suspend access to the Service if at any time we consider that there is or is likely to be a breach of security or if the Customer fails to comply with our instructions or requests in relation to security matters.
8.6 We reserve the right (at our sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Service.
9.1 To terminate the Agreement the Customer must either cancel the account through the Application or by emailing email@example.com with formal confirmation of cancellation served in writing pursuant to clause 16 and we shall terminate the Agreement:
9.1.1 Immediately during the free trial period or the then current month, as the case may be, subject, in the latter case, to being given thirty days notice and to receipt of such written confirmation prior to this time.
9.1.2 At the plan end date if on an annual plan, subject to being given thirty days notice and to receipt of such written confirmation prior to this time. If no cancellation is made or requested, annual plans will automatically renew for another year and customer agrees to pay service fees this will incur.
9.2 If you terminate the Agreement of your own choosing then you will lose your Number(s) permanently.
9.3 On termination of the Service any balance due on termination will be invoiced and collected in accordance with clause 6.
9.4 We may terminate this Agreement, without notice, if you are in breach of any part of this Agreement or suffer Insolvency Proceedings, although your obligation to pay then current charges shall survive termination of this Agreement.
10.1 Nothing in this Agreement shall operate to exclude or limit either party’s liability for:
10.1.1 death or personal injury caused by its negligence; or
10.1.2 fraud; or
10.1.3 any other liability which cannot be excluded or limited under applicable law.
10.2 We shall not be liable to the Customer or any third party for any indirect, incidental, sequential or consequential loss or damages arising under this Agreement (including without limitation) loss of profits, business, earnings or opportunity arising under or in connection with this Agreement.
10.3 Other than as stated in clause 10.1, we shall not be liable to the Customer in contract, tort (including negligence) or otherwise in relation to this Agreement.
10.4 The provisions of this Agreement and the rights and remedies of the parties under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies a party may have at law or in equity.
10.5 The Customer accepts that we are neither obligated nor able to edit, review or modify Customer Information or Third Party Information and that we do not examine the use to which the Customer puts the Service. However, we reserve the right to remove any Customer Information or Third Party Information if we reasonably believe such information breaches any laws or regulations or any third party´s rights.
10.6 We exclude all liability of any kind in respect of Customer Information, Third Party Information or any other material which can be accessed using the Service and are not responsible in any way for any goods (including software) or services provided advertised, sold or otherwise made available by means of the Service.
11.1 All Intellectual Property Rights in Customer Information ("Customer Intellectual Property") are and shall remain the property of the Customer and its licensors.
11.2 Except as provided for at clause 11.1, all Intellectual Property Rights in the Service and/or the Software, Application, Services and any supporting or associated material relating to the Software, the Application or the Service developed by us in fulfilling our obligations under this Agreement or in connection with this Agreement, whether the Software, the Application or the Service or material is particular to the Customer or not, and any other material provided to or made accessible to the Customer by us as a result of this Agreement ("Our Intellectual Property") are and shall remain our sole property.
11.3 The Customer grants to us a non-transferable, royalty free licence to use the Customer Intellectual Property for the purposes of performing our obligations under this Agreement.
11.4 We grant the Customer a non-transferable, non-exclusive, royalty free licence to use Our Intellectual Property for the purposes of performing your obligations to us under this Agreement.
11.5 We will generate metadata as part of VoiceIQ’s normal operation. This metadata includes but is not limited to statistical profiling of phone numbers, the capture of call bookmarks and associated call audio / text , data that supports machine learning models, natural language processing and statistical modelling. All meta data that is generated as part of the Customer’s use of VoiceIQ software is the explicit property of VoiceIQ and will be used to improve the overall system.
12.1 The Customer shall remain solely responsible for any transactions of any kind entered into between the Customer and Users or any other third parties accessing or acting in reliance on the Service, or any information on the site. We will not be a party to or in any way responsible for any transaction between the Customer and a Buyer or other third party.
12.2 The Customer agrees to indemnify and keep us indemnified from any claim brought by a third party resulting or arising from the Customer's use of the Service, any breach of its obligations under clauses 3 and 4 of this Agreement by the Customer, our hosting of the Service, or any claim brought by a third party resulting or arising in any way from any Customer information or any other material provided by the Customer to us.
12.3 The indemnities at clause 12.2 includes all costs, expenses, damages, awards, fees (including reasonable legal fees) and judgments finally awarded against us arising from any relevant claims. Furthermore, the Customer agrees it will provide us with notice of such claims, gives us full authority to defend, compromise or settle such claims and to give all reasonable assistance necessary to defend such claims, at the Customer's sole expense. We agree that any actions taken in respect of such claims will be taken in consultation with the Customer.
13. Data Protection
13.1 This applies when Personal Data is Processed by VoiceIQ as part of VoiceIQ’s provision of the Service. In this context and for the purposes of the GDPR, Customer is the data controller and VoiceIQ is the data processor.
13.2 VoiceIQ processes Customer’s Personal Data as part of providing Customer with the Service, pursuant to the specifications and for the duration under the Terms of Service.
13.3 Customer and users authorized by Customer determine the identity of the persons which are part of the conversations analyzed by the Service. VoiceIQ has no control over the identity of the data subjects whose Personal Data is processed on behalf of Customer and over the types of Personal Data Processed.
13.4 VoiceIQ will only Process Personal Data on behalf of and in accordance with Customer’s instructions. Customer instructs VoiceIQ to Process Personal Data for the following purposes: (i) Processing related to the Service in accordance with the Terms of Service; and (ii) Processing to comply with other reasonable instructions provided by Customer where such instructions are consistent with the Terms of Service. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data and shall indemnify, defend and hold harmless any claim, damages or fine against VoiceIQ arising from any failure to acquire or use the Personal Data with legal consent or legitimate business purpose or in violation of any data protection legal requirement. VoiceIQ will inform Customer, if in VoiceIQ’s opinion an instruction infringes any provision under the GDPR and will be under no obligation to follow such instruction, until the matter is resolved in good-faith between the parties. Customer will provide all necessary notices to relevant Data Subjects, including a description of the Service and secure all necessary permissions and consents, or other applicable lawful grounds for Processing Personal Data.
13.5 VoiceIQ will ensure that VoiceIQ’s access to Personal Data is limited to those personnel who require such access to perform the Terms of Service.
13.6 VoiceIQ will impose appropriate contractual obligations upon its personnel engaged in the Processing of Personal Data, including relevant obligations regarding confidentiality, data protection, and data security. VoiceIQ will ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training in their responsibilities, and have executed written confidentiality agreements. VoiceIQ will ensure that such confidentiality agreements survive the termination of the employment or engagement of its personnel.
13.7 VoiceIQ may engage third-party service providers to process Personal Data on behalf of Customer. Customer hereby provides VoiceIQ with a general authorization to engage with third-party service providers.
13.8 VoiceIQ may process data based on extracts of Personal Data on an aggregated and non-identifiable forms, for VoiceIQ’s legitimate business purposes, including for testing, development, controls, and operations of the Service, and may share and retain such data at VoiceIQ’s discretion.
13. 9 Customer permits that on occasion, phone conversation recordings and recording snippets will be listened to and reviewed by VoiceIQ employees and contractors to assist in the enhancement of VoiceIQ’s AI technology.
13.10 Each party agrees to indemnify, and keep indemnified and defend at its own expense, the other party, against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable, due to any failure by the first party or its employees or agents to comply with this clause 13.
13.11 You authorise our engagement of third parties as subcontractors for the purposes of Processing; in the event that we contract with such subcontractors in accordance with the requirements of Data Protection Legislation, your entry into this Agreement will constitute your prior written consent to that subcontracting by us in respect of the relevant Processing.
13.12 Please see our Privacy and Cookies Policy which forms part of this Agreement and set out how we Process certain personal data (as defined in GDPR) as a Controller.
14.1 If either party is unable to perform any obligation under this Agreement because of a matter beyond that party's reasonable control including, without limitation, lightning, flood, exceptionally severe weather, fire, explosion, war, acts of terrorism, civil disorder, industrial disputes (whether or not involving employees of either party), breakdown of plant or machinery, default of suppliers or sub-contractors or acts of local or central government or other competent authorities, or events beyond the reasonable control of suppliers to either party, that party will have no liability to the other for that failure to perform.
15.1 Each party shall keep confidential (and ensure that its employees keep confidential) all information concerning the business, finances, technology, affairs, clients, marketing plans of the other party and other information which is identified as such or is confidential by its nature (including, but not limited to, the terms of this Agreement) ("Confidential Information").
15.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
15.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, or in the case of us the employees of any other group company or their suppliers who need to know the information. Confidential Information may not be disclosed to any other party without the written consent of the other party.
15.4 The obligations set out in this clause 15 shall not apply to Confidential Information which the receiving party can demonstrate, with written evidence, came into the public domain otherwise than through a breach of this clause 15 or which is required by law to be disclosed.
15.5 The obligations of confidentiality in this clause 15 shall not be affected by the expiry or termination of this Agreement, but will remain in effect for 2 years after the termination of this Agreement
A notice given under this Agreement:
16.1 shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
16.2 shall be delivered by email with formal written confirmation served by hand or prepaid first class post to the registered office of the other party or to such other address as may from time to time be notified to the other party in writing.
16.3 Any notice given under this clause 16 shall be deemed to have been received:
16.3.1 if by email, on receipt of the email subject to receipt of formal written confirmation in due course; or
16.3.2 on the date of delivery if delivered by hand prior to 5.00 pm on a Business Day, otherwise on the next Business Day following the date of delivery; or
16.3.3 on the second Business Day from and including the day of posting in the case of pre-paid first class post.
17.1 The Customer will not assign, resell, sublease or in any other way transfer the Service (or any element thereof), or any of its rights or obligations under the terms of this Agreement without our prior written consent.
17.2 Contravention of this restriction in any way, whether successful or not will entitle us to terminate the Service and/or the Agreement immediately.
17.3 We may assign or transfer its rights or obligations under this Agreement by written notice to the Customer.
18.1 Where a Licence includes "Unlimited" calls, only calls made to standard UK mobile and landline numbers whilst in the UK are included in the "unlimited allowance". Calls to premium rate numbers are excluded from the allowance, as are calls to UK numbers made when abroad. The "Unlimited" call allowance is subject to our acceptable use policy.
18.2 VoiceIQ’s Licences permit the Customer to make/receive calls to/from UK Local & National (01, 02, 03) and UK mobile (07). For calls to all other numbers, including calls to UK NGN, UK premium and private phone and International, Customer should speak to their account manager to activate calls to/from these numbers. Note, additional fees will be charged for calls to/from these numbers.
19.3 No person or undertaking that is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Agreement.
19.4 The Customer may not vary this Agreement without the written consent of us.
19.5 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.6 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19.7 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting enter party as agent of the other for any purpose whatsoever. No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.
19.8 This Agreement and any disputes or claims (whether contractual or non-contractual) arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
19.9 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with this Agreement.