Important – Read Carefully: By using the Services on our Website You, the Customer, agree to be bound by these Terms and Conditions. These Terms and Conditions are between Us (as defined below) and You, the Customer. If you do not agree with these Terms and Conditions, do not use the Services.
In this Contract:“Additional Minutes” any minutes used in addition to your Monthly Inclusive Minutes as specified in the Service Plan.
“Charges” means the charges for the Service notified to You from time to time.
“Conditions” means these conditions for Our Conferencing Services.
“Contract” means these Conditions and the Service Plan.
“Group Company” means a subsidiary or holding company as defined by Section 736 of the Companies Act 1985.
“Intellectual Property Rights” means any patent, registered design, copyright, design right, database right, rights in designs, invention, know-how, or any similar right.
“Meetupcall” means the trading name used by Progressive Voice Service Limited for the purpose of supplying the Service.
“Minutes” means minutes used per attendee on any conference call. By way of example if there are 5 attendees on a conference call that lasts 10 minutes the total minutes used (and taken from your Monthly Inclusive Minutes or charged for) will be 50 minutes.
“Monthly Inclusive Minutes” the number of minutes per month included in the Service as specified in the Service Plan.
“Additional Minutes” any minutes used in addition to your Monthly Inclusive Minutes as specified in the Service Plan.
“Add-on Services” additional chargeable services that may be offered by Us to You from time to time.
“Parties” means the Parties to the Contract, You and Us.
“Progressive Voice Service Limited” means the limited company whose registered office is at Premier House, Carolina Court, Doncaster DN4 5RA and whose registered number is 6884618.
“Service” means the conferencing service and ancillary services provided by Us as described in your Service Plan and more fully described in the Service Information issued by Us both online and in hard copy from time to time.
“Service Plan” means the plan for the Service selected by you from our website.
“Software” means any software and associated written and electronic documentation and data provided by Us under the Contract.
“Start Date” means the date on which the Service is first made available to You unless otherwise stated in the Service Plan.
“User” means anyone who is permitted by You to use or access the Service.
“We” “Our” “Us” means Meetupcall.
“You” “Your” “Customer” means the person or company who purchases the Service Plan or a person who we reasonably believe is acting with Your authority.
2.1 This Contract begins on the date You accept these terms and conditions by making a payment to Us for the Service.
2.2 The Service commences on the Start Date.
3. PROVISION OF THE SERVICE
3.1 We will provide the Service to You on the terms of this Contract and the level of service will not be materially reduced during this Contract.
3.2 We will provide the Service with the reasonable skill and care of a competent telecommunications service provider. We cannot guarantee a fault free Service, and from time to time faults may occur. If You report a fault to Us, we will take all reasonable steps to remedy the fault or procure the remedy of the fault.
4. USE OF THE SERVICE
4.1 The Service is provided solely to You, and You shall not resell or attempt to resell the Service or any part or facility of it to any third Party.
4.2 The Service must not be used:
(a) in a way that does not comply with the terms of any legislation or any licence, code of practice, instructions or guidelines issued by a regulatory authority, third person’s rights or that is in any way fraudulent or unlawful;
(b) to make any calls which are abusive, indecent, defamatory obscene, intended to deceive/cause annoyance/needless anxiety, menacing, and/or is in breach of confidence, copyright, privacy or any other rights.
4.3 If You or anyone else, with or without Your knowledge or approval, uses:
(a) the Service in contravention of paragraphs 4.1 and/or 4.2; or
(b) any software in any way which, in Our opinion is, or is likely to be detrimental to the Service to You or any customer and fails to take corrective action within a reasonable period of receiving notice from Us to do so;
We may treat the contravention as a breach of this Contract for the purposes of paragraph 12.
4.4 You must indemnify Us against any claims or legal proceedings which are brought or threatened against Us by a third party because the Service is used in breach of paragraphs 4.1, 4.2 and 4.3(b).
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Except as expressly set out in the Contract, the Parties do not acquire any rights or licences to the other’s Intellectual Property Rights.
5.2 Where Software is provided to enable You to receive and use the Service, We grant You for the duration of the Contract a non-exclusive, non-transferable licence to use the Software for that purpose. Unless otherwise agreed in writing, any licence granted by Us under this clause 5.2 will end when the Contract is terminated.
5.3 You will not, copy, decompile or modify the Software.
6.1 Except as required by law the Parties will keep in confidence any information (whether written or oral) of a confidential nature obtained under this Contract and will not disclose that information to any person (other than their Group Company, employees or professional advisers who need the information in order for the Parties to fulfil its obligations under the Contract, or in Your case Your Users to the extent that they are required to use or access the Service, their suppliers, who need to know the information in order for Us to fulfil its obligations under the Contract).
6.2 This paragraph 6 will not apply to:
(a) any information which has been published or is in the public domain;
(b) information obtained from a third party who is free to disclose it; and
(c) information which a party is required by law to disclose.
6.3 This paragraph 6 will remain in effect for 2 years after the termination or expiration of this Contract.
7. CHARGES AND PAYMENTS
7.1 Charges for the Service will be as specified in the Service Plan. Charging will begin on the Start Date and payment will be taken you’re your designated credit or debit card. Charges for use of the Service will be calculated in accordance with the details recorded by, or on Our behalf.
7.2 You must pay all Charges for the Service whether the Service is used by You or someone else, on a monthly basis in arrears.
7.3 We will send the invoices to the e-mail address notified by You to Us.
7.4 Value Added Tax or any other applicable sales duty will be added to Our invoices as appropriate.
7.4 Payment is due each calendar month on the monthly anniversary of the Start Date (or the next working day)
7.6 You must pay all charges by direct debit or monthly payment plan, unless otherwise advised by Us.
7.7 If We do not receive payment by the due date, We may charge You daily interest on late payments at a per annum rate equal to 7% above the base lending rate of the European Central Bank, compounded daily, for the period beginning on the date on which payment is due and ending on the date on which payment is made.
7.8 If You do not pay Our invoice, We may instruct a debt collection agency to collect payment (including any interest and/or late payment charges). If We instruct an agency, You must pay Us an additional sum. This will not exceed the reasonable costs We pay to the agency, who will add the sum to Your outstanding debt.
7.9 If any sum owed by You to Us under the Contract is not paid by the due date, We may deduct this sum from any payment or credit due to You under the Contract.
7.10 We may check the Your details with a fraud prevention agency. If You provide information that We reasonably believe to be false or incorrect and We suspect fraud, We may record this information with a fraud prevention agency. We and other organisations may use and search this information.
8. LIMITATION OF LIABILITY
8.1 Neither Party excludes or restricts its liability for death or personal injury resulting from its negligence in connection with the Contract.
8.2 We are not liable to You, either in contract, tort (including negligence) or otherwise for any direct or indirect loss of profits, revenue, business or business interruption, anticipated savings, opportunity, expenditure (including wasted or of employees’/agents’ time), data (including any destruction of data), contracts and goodwill. In addition, We will not be liable to You for any claim from third parties.
8.3 We are not liable to You either in contract, tort (including negligence) or otherwise for the acts or omissions of any other providers of service used in connection with the Service or for faults in or failures of equipment.
8.4 We provide no warranty to you in respect of the recording of any call or its retrieval. We accept no liability whatsoever (including consequential losses, loss of profit or damage to reputation) if a call recording
(a) is of poor quality; or
(b) the recording fails (for whatever reason); or
(c) the call recording cannot be retrieved for any reason; or
(d) the recording is inadmissible in proceedings; or
(e) the recording does not meet your purposes (whether notified to us or not).
8.5 It is your responsibility to ensure that you comply with all applicable local laws, rules or regulations (whether statutory or otherwise) regarding call recording. We accept no liability whatsoever (including consequential losses, loss of profit or damage to reputation) if you breach any such laws, rules, or regulations (whether statutory or otherwise).
8.6 Whilst we make every effort to prevent unauthorised access to call recordings we do not guarantee the security of your call recordings and we accept no liability whatsoever (including consequential losses, loss of profit or damage to reputation) in respect of unauthorised access.
8.7 Our liability to You in contract, tort (including negligence) or otherwise in relation to this Contract is limited to £5,000 for any one incident or series of related incidents and to £10,000 for all other incidents in any period of 12 months.
9. MATTERS BEYOND CONTROL
9.1 If any Party is prevented from performing any obligation under the Contract because of something beyond its reasonable control including (but not limited to) act of God, natural disaster, epidemic, war, civic disorder, acts of terrorism, industrial disputes, then it will have no liability to the other for any resulting failure, delay, defect or omission in performing its obligation under the Contract.
9.2 In the event of the imposition of restrictions of a legal or regulatory nature which prevent Us from supplying the Service, then We will have no liability to You for failure to supply the Service.
9.3 If any of the events detailed in paragraphs 9.1 or 9.2 continue for more than 3 months either Party may serve written notice on the other terminating this Contract.
10. DISPUTE RESOLUTION
10.1 We will try to work through any complaint or dispute that You may have with Us. If this does not resolve the matter then You may refer it to the relevant dispute resolution service as set out in clause 10.3.
10.2 Any dispute must be raised in writing with Us giving all relevant details including the nature and extent of the dispute. The Parties must both use reasonable endeavours to resolve any dispute.
10.3 If the dispute is not resolved after the procedure detailed in clause 10.2 has been followed then, the dispute will be settled by mediation in accordance with the procedures specified by the Dispute Resolution Service – Chartered Institute of Arbitrators (“DRS-CiArb”). If the dispute is referred to a mediator:-
(a) the mediator will be appointed by agreement between the Parties. If the Parties fail to agree within 7 days of a proposal by one Party, the mediator will be appointed by DRS-CiArb; and
(b) all negotiations on the dispute and any agreement reached will be kept confidential.
11. TERMINATION OF THIS CONTRACT BY NOTICE
Either Party may terminate this Contract on giving 30 days written notice. If You terminate the Contract, You must pay all outstanding Charges due to us upon expiry of the notice period.
12. BREACHES OF THIS CONTRACT
12.1 Either Party may terminate the Contract:
(a) immediately on notice if the other Party commits a material breach of this Contract, and fails to remedy the breach within a reasonable time of a written notice to do so; or
(b) immediately on notice if the other Party commits a material breach of this Contract which cannot be remedied; or
(c) on reasonable notice if the other Party is repeatedly in breach of this Contract and fails to remedy the breach within a reasonable amount of time of a written notice to do so; or
(d) immediately on notice if the other Party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement for the benefit of their creditors, or goes into voluntary or compulsory liquidation, or a receiver or administrator is appointed over their assets.
12.2 If We are entitled to terminate this Contract under paragraph 12.1 We may, on giving prior notice where practicable, suspend the Service without prejudice to such rights. Where the Service is suspended under this paragraph You must pay the Charges for the Service until this Contract is terminated.
13. TRANSFER OF RIGHTS AND OBLIGATIONS
13.1 You may not transfer any of Your rights or obligations under this Contract except to a Group Company.
13.2 We may transfer or subcontract any or all of Our rights or obligations under this Contract.
14.2 A person who is not party to this Contract (including an employee, the officer, agent, representative or subcontractor of either party) has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
14.3 Clauses 6 and 7 will survive the termination or expiry of this Contract for 2 years.
14.4 We may take instructions from a person whom We think, with good reason, is acting with Your permission.
15. DATA PROTECTION
15.1 Both Parties will comply with their respective obligations under the Data Protection Act 1998 and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Contract. Both Parties will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this clause.
15.2 You hereby consent to us making reference to your business name and logo on Our promotional materials such as brochures, or websites, unless You request otherwise in writing.
16.1 Notices given under this Contract must be in writing and may be delivered by hand or by courier, or sent by first class post or e-mail. Notices to be sent by first class post are to be addressed to the address of the relevant Parties set out in this Contract or such other address as either Party notifies to the other from time to time.
16.2 Addresses for notices to be sent by e-mail must be agreed in writing by both Parties. You must inform Us immediately if there is any change to any of the contact information You provided to Us.
If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of its provisions will continue in full force and effect as if this Contract had been executed with the invalid, illegal or unenforceable provision omitted.
This Contract is governed by the law of England and Wales and both Parties submit to the exclusive jurisdiction of the English Courts.