1. INTERPRETATION

In this Contract:

“Account” means the Customer’s account that is covered by this Contract. The account also may cover other contracts between the Customer and EcoVoIP Ltd.

“EcoVoIP ” means EcoVoIP Ltd Reg Office : 20-22, Wenlock Road, London, England, N1 7GU

Company number 10551873
“EcoVoIP Ltd ” means equipment (including any software) placed on a Site for the provision of the Service.

EcoVoIP Ltd all as defined by Section 736 of the Companies Act 1985, as amended by the Companies Act 1989.

“Charges Schedule” means the schedule to these conditions that sets out the charges, including the Tariff(s), applicable to the service, detailed on the front page of the contract and signed by the Customer.

“Conditions” means these conditions for Business Mobile Services.

“Contract” means this agreement between EcoVoIP Ltd and the Customer comprising the following documents and, unless otherwise stated in the Service Schedule, in order of precedence:

• the order/registration form;
• the Charges Schedule
• the Service Schedule;
• the Conditions;
• the Customer Requirements Form (if any);
• any other documents expressly incorporated by any of these documents or by agreement between the Customer and EcoVoIP Ltd

“Content” means data, information, video, graphics, sound, music, photographs, pictures, marks, logos, names, words, phrases, hypertext links, software and any other materials (in whatever form) which may be available to the Customer as part of the Service.

“Customer” means the person named on the Order Form. EcoVoIP may accept instructions from another person who we reasonably believes is acting with the Customer’s authority.

“Device” means any mobile handset or related accessories including a GPS Receiver provided by EcoVoIP Ltd under this Contract excluding SIM Cards.

“GPS Receiver” means a device capable of receiving signals from a Global Positioning System (GPS) to provide location information.

“GSM Gateway” means a single point of access to the Network from another network using a SIM Card.

“Internet” means the data network comprising interconnected networks using the TCP/IP protocol suite.

“Minimum Period” means the minimum duration of the Contract as specified in the Charges Schedule and beginning on the date the Order Form is signed by both parties.

“Minimum Term” means the minimum duration for each connection to the Service beginning on the Operational Service Date, as detailed in the Charges Schedule and irrespective of the date of expiry of the Minimum Period.

“Network” means the mobile telecommunications system over which the Service is provided.

“Operational Service Date” means the date when the contract is first signed by the customer

“Service” means the mobile, wireless communications service or, where appropriate, part of the service described in the Service Schedule(s) and specified in the Charges Schedule to this Contract and includes any SIM Cards provided by EcoVoIP Ltd or any other partners ( O2/ EE/ Carphone Warehouse / Vodafone ) partners*

“SIM Card” means the Subscriber Identity Module Card provided by EcoVoiP Ltd as part of the Service.

“Site” means premises owned, operated or controlled by the Customer.

“Tariff” means a pricing plan and associated terms and conditions set out in the Charges Schedule. A Tariff applies to the Service and may also cover some other services. A Tariff applies to an Account.

2. DURATION OF THIS CONTRACT
This Contract begins on the date that the Order Form is signed by both parties and will continue for the Minimum Period and thereafter in accordance with the terms and conditions of this Contract, unless and until terminated in accordance with paragraphs 16 and 17.

3. PROVISION OF THE SERVICE
3.1 EcoVoIP Ltd will provide the Service to the Customer on the terms of this Contract.

3.2 EcoVoip will use reasonable endeavours to provide the Service by the date agreed with the Customer, but all dates are estimates and EcoVoip has no liability for any failure to meet any date.

3.3 EcoVoip will use reasonable efforts to provide uninterrupted Service but from time to time faults may occur, whichEcoVoip will repair as soon as reasonably practicable. The Customer acknowledges that local geographical, topographical and / or atmospheric conditions and/or other causes of physical or electromagnetic interference may from time to time adversely affect the Service.

3.4 The Service is not available in all parts of the United Kingdom nor in all other countries or parts of those countries.

3.5 Occasionally EcoVoip may:

(a) for operational reasons, change the codes or the numbers used by EcoVoip for
the provision of the Service or the technical specification of the Service, provided that any change to the technical specification does not materially affect the performance of the Service;

(b) give the Customer instructions which it believes are necessary for reasons of health, safety Network integrity or the quality of any telecommunications service provided by EcoVoip the Customer or any other customer; or

(c) temporarily suspend the Service because of an emergency, security risk, misuse, loss or theft of Devices supplied as part of the Service, or for operational reasons, maintenance or improvements.

During any period of suspension the Customer will remain liable for all charges due under the
Contract other than charges incurred after the loss or theft of Devices or SIM Cards has been reported to EcoVoip

3.6 For any SIM Cards or Devices supplied under this Contract:

(a) risk passes and acceptance takes place at the time of delivery;

(b) title in Devices passes to the Customer on payment in accordance with paragraph 12 however title in any Device supplied without charge or in any SIM Card remains with EcoVoip

(c) until title passes the Customer undertakes not to sell, lease, charge, assign by way of security or otherwise deal in or encumber in any way;
(d) EcoVoip does not guarantee the continuing availability of a particular Device. EcoVoip deserve the right to add to, substitute or to discontinue Devices.

 

3.7 EcoVoip monitors and records calls relating to Customer services and telemarketing. EcoVoip does this for training purposes and to improve the quality of its customer services.

4.EcoVoip EQUIPMENT

4.1 If EcoVoip needs to install EcoVoip at a Site to enable EcoVoip to provide the Service the Customer will prior to installation:

(a) prepare the Site in accordance with EcoVoip resonable instructions, if any;

(b) make available a suitable place and conditions for the EcoVoip Equipment; and

(c) provide at no charge to EcoVoip sufficate electricity to power theEcoVoip Equipment. After installation is completed it is the Customer’s responsibility to restore the condition of the Site, including any re-decorating that may be required. However, subject to paragraph 13, EcoVoip will be responsible for the reasonable costs of any work to restore the Site to its original condition which is required as a direct result of EcoVoip negligence.

 

4.2 The Customer is responsible for the EcoVoip Equipment and must not add to, modify or in any way interfere with, nor allow anyone else (other than someone authorised byEcoVoip to do so.The Customer will be liable to EcoVoip for any loss of or damage to the EcoVoip whilst it is in the Customer’s possession, custody or control, except where such loss or damage is due to fair wear and tear or is caused by EcoVoip or anyone acting on EcoVoip Ltd

5. CONNECTION OF EQUIPMENT TO THE SERVICE

5.1 The Customer must ensure that any equipment:

(a) connected to or used with the Service is approved for use on the Network by EcoVoip and used in accordance with any applicable instructions, safety and security procedures; and

(b) attached (directly or indirectly) to the Service is compliant with any relevant legislation.

6. ACCESS AND SITE REGULATIONS

6.1 Where required to enable EcoVoip to carry out its obligations under this Contract, the Customer will provide our employees and anyone acting on EcoVoip behalf, who produces a valid identity card, with access at all reasonable times to any Site or any other premises outside EcoVoip control.

6.2 EcoVoip employee and anyone acting on EcoVoip be half will observe reasonable Site regulations, as previously advised in writing toEcoVoip by the Customer. In the event of any conflict between the Site regulations and these Conditions, these Conditions will prevail.

6.3 EcoVoip and the Customer will meet each other’s reasonable requirements for the safety of people on any Site.

7. USE OF THE SERVICE AND DEVICES

7.1 It is the Customer’s responsibility to EcoVoip to maintain and keep in force any licence necessary for the use of the service.

7.2 The Customer will take all reasonable precautions to ensure that the Service and/or Devices are not used:

(a) fraudulently or in connection with a criminal offence;

(b) to send, knowingly receive, upload, download, or use any material which is offensive abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights;

(c) to cause annoyance, inconvenience or needless anxiety;

(d) to spam or to send or provide unsolicited advertising or promotional material or, knowingly to receive responses to any spam, unsolicited advertising or promotional material sent or provided by any third party;

(e) in any way which in, EcoVoip opinion, is likely to be detrimental to the provision of the Service or adversely affect the Network;

(f) in an unlawful manner, in contravention of any legislation, laws, licence or third rights or in contravention of EcoVoip as may be amended from time to time. The Acceptable Use Policies also specify actions EcoVoip may take to ensure the Customer’s compliance and by accepting these terms the Customer authorises EcoVoip to take such actions; or

(g) in a way that does not comply with any instructions provided by EcoVoip.

7.3 The Customer must not connect, continue connection or knowingly allow any third party to connect or continue the connection of any GSM Gateway to the Network.

7.4 The Customer must comply with such security or other provisions in relation to international
roaming as provided by EcoVoip from time to time.

7.5 The Service and any associated software,EcoVoip provides are intended for the Customer’s own use only. Therefore the Customer must not re-sell, transfer, assign or sub-licence the Service (or any part of it) or the associated software to anyone else.

7.6 Devices include a 12-month manufacturer’s guarantee (or such other period stated in the Charges Schedule) from the date of delivery to the Customer. If the Customer reports a fault during the guarantee period and the fault is due to faulty design, manufacture, materials or EcoVoip negligence,EcoVoip will repair or (at its option) replace the Device provided it has been properly kept, maintained and used in accordance with the manufacturer’s ad EcoVoip and has not been modified except with EcoVoip written agreement. Faults due to damage, fair wear and tear or the actions of anyone other than EcoVoip are not covered by this guarantee.

7.7 The Customer agrees not to tamper with the Devices so as to invalidate any guarantee and to pay EcoVoip standard charges for repairs outside the guarantee.

7.8 The Customer agrees to notify EcoVoip immediately in the event that any SIM Card or Device is lost or stolen or if the Service has or may be misused, used fraudulently or otherwise used unlawfully.

7.9 The Customer must indemnify EcoVoip against any claims or legal proceedings which are brought or threatened againstEcoVoip by a third party because the Service is used in breach of paragraphs 7.1 to 7.5.EcoVoip will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings and have due regard to the Customer’s representations.

8. ACCESSING THE INTERNET

8.1 The Service may enable the Customer to access the Internet. The Internet is separate from the Service and use of the Internet is solely at the Customer’s risk and subject to all applicable laws.

8.2 EcoVoip excludes, to the extent permitted by law, all liability of any kind in respect of any goods, services, information, software or other materials the Customer may obtain when using the Internet (including email). The Customer is responsible for ensuring its equipment is adequately protected against viruses and/or unauthorised access.

8.3 As part of the Service EcoVoip may provide the Customer with Content. EcoVoip change the content from time to time.

8.4 The Content can only be used for Customer’s own purposes and is protected by copyright, trademark and other intellectual property rights. The Customer is not allowed to copy, store, adapt, modify, transmit, distribute externally, play or show in public, broadcast or publish any part of the Content.

8.5 Although EcoVoip takes precautions,EcoVoip cannot guarantee the accuracy or completeness of the Content. Therefore, the Customer’s use of the Content (for whatever purpose) is at the Customer’s own risk.

8.6 Some of the Content will have its own terms and conditions. If the Customer accesses this Content the Customer will need to comply with those terms and conditions.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Where software is provided to enable the Customer to use the Service, EcoVoip grants the Customer a non-exclusive, non-transferable licence to use the software for that purpose.

9.2 The Customer will not, without EcoVoip prior written consent, copy, decompile or modify the software, nor copy the manuals or documentation (except as permitted by law).

9.3 The Customer will sign any agreement reasonably required by the owner of the copyright in the software to protect the owner’s interest in that software.

10. INTELLECTUAL PROPERTY RIGHT INDEMNITIES

10.1EcoVoip will indemnify the Customer against any claims and proceedings arising from infringement of any intellectual property rights through EcoVoip provision of the Service to the Customer. As a condition of this indemnity the Customer must:

(a) notify EcoVoip promptly in writing of any allegation of infringement;

(b) make no admission relating to the infringement;

(c) allow EcoVoip to conduct all negotiations and proceedings in respect of any such claims and give EcoVoip all reasonable assistance in doing so EcoVoip will pay the Customer’s reasonable expenses for such assistance); and

(d) allow EcoVoip to modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification does not materially affect the performance of the Service.

10.2 The indemnity in paragraph 10.1 does not apply to infringements caused by the use of the Service in conjunction with other equipment, software or services not supplied by EcoVoip or to infringements caused by designs or specifications made by, or on behalf of, the Customer. The Customer will indemnify EcoVoip against all claims, proceedings and expenses arising from such infringements.

10.3 The limitations and exclusions of liability contained in paragraph 13 do not apply to this paragraph.

11. CONFIDENTIALITY

11.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Contract and will not, without the written consent of the other party, disclose that information to any person (other than their employees or professional advisers, or in the case of EcoVoip the employees of a EcoVoip or their suppliers, who need to know the information).

11.2 This paragraph 11 will not apply to:

(a) any information which has been published other than through a breach of this Contract;

(b) information lawfully in the possession of the recipient before the disclosure under this Contract took place;

(c) information obtained from a third party who is free to disclose it; and

(d) information which a party is requested to disclose and, if it did not, could be required to do so by law.

11.3 This paragraph 11 will remain in effect for 2 years after the termination of this Contract.

12 CHARGES AND DEPOSITS

12.1 The charges for the Service are as set out in the Charges Schedule. Charging will begin on the Operational Service Date. Charges for use of the Service will be calculated in accordance with the details recorded by, or on behalf of EcoVoip Charges for Devices are described in the Charges Schedule

12.2 EcoVoip may revise the charges on 28 days’ notice to the Customer or such other period stated in the Charges Schedule.

12.3 The Customer will pay the charges within 28 days of the date of EcoVoip invoice.EcoVoip may charge daily interest on late payments at a rate equal to 4% per annum above the base lending rate of HSBC Bank

12.4 All charges will be invoiced and paid in pounds sterling unless otherwise stated in the Charges Schedule. Value Added Tax or any other applicable in country sales, use tax or like charge in a country where the Service is provided, which is payable by the Customer will be added to EcoVoip invoices as appropriate.

12.5 EcoVoip may, at any time, require the Customer to pay a deposit or provide a guarantee as security for payment of future bills.

12.6 EcoVoip may at its discretion apply a usage limit to the Customer’s account and/or SIM Cards.EcoVoip may suspend the Service if this limit is exceeded.EcoVoip may alter this limit by advising the Customer. It is the Customer’s responsibility to monitor the Customer’s usage against this limit. As the networks’ billing system is not instantly updated each time the Customer uses the Service it is possible, especially when making international calls or using international roaming, to exceed the Customer’s usage limit. The Customer will be liable for all charges incurred including any charges exceeding the usage limit. The Customer may need to pay any charges incurred in excess of the limit before the Service is reinstated.

13. LIMITATION OF LIABILITY

13.1 EcoVoip accepts limited liability for death or personal injury resulting from its negligence. Paragraphs 13.2 and 13.3 do not apply to such liability.

13.2 EcoVoip is not liable to the Customer, either in contract, tort (including negligence) or otherwise for any direct or indirect loss of profits, business or anticipated savings, nor for any indirect loss or damage or for any destruction of data.

13.3 EcoVoip liability to the Customer in contract, tort (including negligence) or otherwise in relation to this Contract is limited to £250,000 for anyone incident or series of related incidents and to £500,000 for all incidents in any period of 12 months.

13.4 Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts will continue to apply.

14. MATTERS BEYOND THE REASONABLE CONTROL OF EITHER PARTY

14.1 If either party is unable to perform any obligation under this Contract because of a matter beyond that party’s reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes or acts of local or central Government or other competent authorities, or events beyond the reasonable control of that party’s suppliers, that party will have no liability to the other for that failure to perform.

14.2 In the event of:

(a)a refusal or delay by a third party to supply a telecommunications service to EcoVoip and where there is no alternative service available at reasonable cost; or

(b) the imposition of restrictions of a legal or regulatory nature which prevent EcoVoip from supplying the Service then EcoVoip will have no liability to the Customer for failure to supply the Service.

14.3 If any of the events detailed in paragraphs 14.1 or 14.2 continue for more than 3 months either party may serve notice on the other terminating this Contract.

15. ESCALATION AND DISPUTE RESOLUTION

15.1 If a dispute arises between the parties to this Contract, the parties will use their reasonable endeavours to settle the dispute in accordance with the following procedures:

(a) a dispute which has not been settled by the Customer’s representative and the EcoVoip representative within 7 days of the matter being raised, may be escalated by either party to the first level by written notice to the other party;

(b) if the dispute is not resolved at the first level within 7 days of escalation either party may refer the dispute to the second level.

15.2 If a dispute is not resolved after the procedures set out in paragraph 15.1 have been followed then, if the parties agree, the dispute will be referred to a mediator:

(a) the mediator will be appointed by agreement of the parties. In the event of a failure to agree within 3 days of a proposal by one party, the mediator will be appointed by the Centre for Dispute Resolution (CEDR);

(b) within 14 days of the appointment of the mediator the parties will meet with the mediator in order to agree the procedure to be adopted for the negotiations;

(c) all negotiations connected with the dispute will be conducted in confidence and without prejudice to the rights of the parties in any further proceedings;

(d) if the parties reach agreement on the resolution of the dispute the agreement will be put in writing and once signed by the parties will be binding on them;

(e) if the parties are not prepared to agree to the dispute being referred to a mediator, or fail to reach agreement within 2 months of the mediator being appointed then either party may exercise any remedy that it has under this Contract.

 

16. TERMINATION OF THIS CONTRACT BY NOTICE

16.1 Either party may terminate this Contract or the Service provided under it on 30 days’ notice to the other.

16.2 If the Customer terminates this Contract or the Service either before the Operational Service Date or during the Minimum Period or a Minimum Term other than because EcoVoip has increased the charges or has materially changed the Conditions of this Contract to the Customer’s detriment, the Customer must pay EcoVoip the termination charges specified in the Charges Schedule.

16.3 In the event that a customer cancels an order prior to connection following a purchase order is sent, disconnects a connection prior to the expiry of the minimum term (without consent from EcoVoip or a connection is downward migrated during the minimum term without written consent from EcoVoip ltd then EcoVoip shall be entitled to charge the customer an administration charge of £250 per connection. This £250 will also be applied to each connection if the customer upgrades with another supplier but on the same mobile network within the minimum contractual term agreed. For the avoidance of doubt if you are a business customer there is no 14 day cooling off period unlike consumer regulations

17. BREACHES OF THIS CONTRACT

17.1 Either party may terminate this Contract or the Service (or both):

(a) immediately on notice if the other party commits a material breach of this Contract, which is capable of remedy, 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 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 or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over their assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other party.

17.2 EcoVoip may suspend the Service or end this Contract (or both) at any time without notice if EcoVoip reasonably believes that the Service is being used in a way forbidden by paragraphs 7.1 to 7.5.

17.3 If EcoVoip is entitled to terminate this Contract under paragraph 17.1,EcoVoip may, on giving prior notice where practicable, suspend the Service without prejudice to such rights. Where the Service is suspended under this paragraph or paragraph 17.2 the Customer must pay the charges for the Service until this Contract is terminated.

17.4 If EcoVoip terminates this Contract during the Minimum Period or a Minimum Term because of an event specified in paragraphs 17.1 and 17.2 the Customer must pay EcoVoip without prejudice to any other rights EcoVoip may have, the termination charges specified in the Charges Schedule.

17.5 If either party delays in acting upon a breach of this Contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Contract that waiver is limited to that particular breach.

18. CHANGES TO THIS CONTRACT

(a) Except in the circumstances described in paragraphs 3.5(a) and 12.2, if either party wishes to vary this Contract it must notify the other party in writing, detailing the proposed change and the reason for it.

(b) The parties will discuss the proposed change.

(c) Within a reasonable time of receipt of a proposed change, or the date of the discussions under paragraph 18.1(b), the receiving party will notify the other party in writing whether the proposed change is feasible and the likely financial, contractual, technical and other effects of the proposed change.

(d) Within a reasonable time of notification of the effects of a proposed change the receiving party will advise the other party whether it wishes this Contract to be amended to incorporate the change.

(e) Where the parties agree a change to this Contract it will be recorded in writing and will form part of this Contract when signed by both parties. In this instance, both parties have agreed to implement a ‘break’ clause in the contract which can be exercised at a 24 month period. In this event any monies paid by way of hardware allowance will be allocated on a pro rata basis in respect of the shortened contract term.

19. EXPORT CONTROL

Provision of the Service to the Customer may be subject to export control law and regulations.EcoVoip does not represent that any necessary approvals and licences will be granted The Customer will provide reasonable assistance to EcoVoip to obtain any necessary consents. If, through no fault of EcoVoip any necessary consents are not granted, then EcoVoip can terminate this Contract or the provision of the Service under it (as appropriate) without any liability to the Customer.

20. TRANSFER OF RIGHTS AND OBLIGATIONS

Neither party may transfer any of its rights or obligations under this Contract, without the written consent of the other, except that EcoVoip may transfer its rights or obligations (or both) to a EcoVoip without consent.

21. GENERAL

21.1 This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.

21.2 The parties acknowledge and agree that:

(a) they have not been induced to enter into this Contract by any representation, warranty or other assurance not expressly incorporated into it; and

(b) in connection with this Contract their only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Contract and that all other rights and remedies are excluded.

21.3 The provisions of paragraphs 21.1 and 21.2 shall not affect the parties’ rights or remedies in relation to any fraud or fraudulent misrepresentation.

21.4 A person who is not party to this Contract has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

22. NOTICES

Notices given under this Contract must, except for notices given under paragraph 3.5 be in writing and may be delivered by hand or by courier, or sent by first class post fax or e-mail to the following addresses:

(a) to EcoVoip at the address of the EcoVoip office shown on the Order Form or any alternative address which EcoVoip notifies to the Customer;

(b) to the Customer at the address to which the Customer asks EcoVoip to send invoices, the address of the Site or, if the Customer is a limited company, it’s registered office.

23. SEVERABILITY

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.

24. LAW AND JURISDICTION

This Contract is governed by the law of Northern Ireland & England/Wales and both parties submit to the non-exclusive jurisdiction of the Northern Irish Courts.

25.

The Customer is responsible pursuant to Regulation 9 of the Waste Electrical and Electronic Equipment Regulations 2006 for the costs of collection, treatment, recovery and environmentally sound disposal of any equipment supplied under this Contract which has become waste electrical and electronic equipment. EcoVoip the Customer acknowledge that for the purposes of Regulation 9 this clause is an agreement stipulating other financing arrangements for the collection, treatment, recovery, recycling and environmentally sound Regulations.