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1. Definitions In this Agreement the expressions referred to below shall have the following meanings unless inconsistent with the context: 'The Company' means Liquid 11 Limited, a limited liability company whose principal place of business is at Sea Lake Road, Lowestoft, Suffolk, NR32 3LQ. May also be referred to as 'Us' or 'We'; 'The Customer' means the individual, partnership or company or other undertaking the purchase or otherwise acquiring the Services and includes its' personal representatives subsidiaries and/or its successors (as the case may be). May also be referred to as 'You' or 'Your'; 'Third Party' means any individual, partnership, corporate body or other undertaking including (for the avoidance of doubt) any employee, agent or associated company of the Purchaser; 'Access Number' is the 01, 02, 03, 08 number, or any number issued by Liquid 11 and used by the Customer to utilise the Switchboard product; 'Switchboard Product' means the Service licensed to the Customer pursuant to these terms and conditions, whereby the Customer is able to utilise an access number to route, queue and otherwise manipulate and redirect telephone calls via the web interface and or app by complying with these terms and conditions; 'Know-how' means knowledge, experience, data, technology, designs, techniques, drawings, software, and other information and knowledge; 'Software' means any software that Liquid 11 licenses to you in accordance with these terms and conditions for the provision of the switchboard products or services; 'Territory' means all areas to which the switchboard product can be used; 'Service' means the service(s) provided to you under this agreement as a paying or non-paying customer in accordance with the terms and conditions of the agreement; 'Act' means the Communications Act 2003 'Agreement' means any agreement to which these terms and conditions are annexed or by which they are incorporated by reference (including any quote or relevant pricing supplied by Liquid 11 to the Service Provider) as amended from time to time, whether evidenced in writing, by email or fax or executed by the Service Provider on-line from Liquid 11s web site; any reference to the “Agreement” shall include a reference to these terms and conditions; 'Auto Credit Top-Up' is an automatic payment which is taken initially when an account is created and every time your account drops below £2.50 in credit. This is then stored as pre-paid credit on your account. Any pre-paid credit on your account will be available for a minimum of 6 months only. After 6 months the credit can be deleted at the discretion of the 'COMPANY'; 'Account' means the account provided to you in order to access and manage the Switchboard product. 'Billing Carrier' means the monopoly, or former monopoly operator in each country, state, region or geographic location or any other fixed local carrier with whom Liquid 11 and/or the Interconnect Carrier contract for the payment and receipt of interconnect fees; 'Call conveyance' means the transmission path between a Caller and a Termination Number; 'Caller' means a distant end user that makes a call to the access numbers or who sends a message to the SMS Short Code(S) to access the Service Provider's services; 'Code' means any code of practice issued by Phonepaid Services Authority or any other Regulator or other such body that shall replace them in relation to the Service; 'Data' means any necessary information of any kind, however represented whether comprising words, numbers, graphs, maps, pictures, sketches or otherwise in any other form and whether or not the property of the Company which was supplied or made available by the Company under this Agreement including Data provided pursuant to any Data Services rendered and Data includes any part thereof; 'Equipment' means the transmission; Call Conveyance; number translation and various other telecommunications systems and resources employed by Liquid 11 and the Interconnect Carrier to allow the Call Conveyance from time to time; 'Intellectual Property Rights' means copyright, database right, patents, registered and unregistered trade and service marks, registered and unregistered design rights and any and all other industrial or intellectual property rights, trade secrets existing or future and all other rights in relation or supplementary thereto from time to time; 'Interconnect Carrier' means any licensed carrier or operator of telecommunications systems with whom Liquid 11 contracts for the provision or management of interconnection pursuant to the Telecommunications (Interconnect) Regulations Act 1997 No 2931; 'Limited Agreement' this type of agreement is used to pay set or variable amounts at non-fixed intervals 'Minutes' means call duration to the access numbers by a Caller; 'Ofcom' means the Office of Communications, the statutory regulator for the UK Telecommunications Industry; 'Personal Number' means a number commencing “070”, otherwise termed a “follow me” number allowing a customer of that number to be called using a single access number and used in accordance with Ofcom regulations; 'Regulator' means Phonepaid Services Authority or any statutory or non-statutory regulatory body which may replace it or assume its powers and/or functions of regulation of Telephone Information Services or the corresponding regulatory authority or body in country, state, region or geographic location; 'Site' means a location operated by the Service Provider where services are provided; 'Social Media Page' means a page created, operated or otherwise provided by Liquid 11 Ltd via a third party social media site, network, application and/or service. 'Subscription' means the fee paid by you to utilise the Service or part thereof; 'Termination Number' means the telephone numbers to which calls to the access numbers are translated to (and delivered to) from time to time; 'TPS' The Telephone Preference Service (www.tpsonline.org.uk) 'Units' number of billable items generated, as defined in the quote or relevant pricing supplied to the Service Provider prior to the Agreement; 'Billing Agreement' An agreement to pay on a regular or ad-hoc basis for an account upgrade or premium feature via one of Our Billing Partners. 'Billing Partner' A third party company used to process payments for the Switchboard Product. 'SIP' Means ‘Session Initiation Protocol’, and it’s the process of transmitting voice calls over a SIP trunk and works with VoIP (Voice Over Internet Protocol) phone systems. ‘SIP’ calls are taken or made using only Our Softphone, Our Phone App or VoIP desk phone. 'NON SIP' means any calls to and from a ‘STANDARD UK LANDLINE’ or a ‘STANDARD UK MOBILE’ 'STANDARD UK LANDLINE' Means any, non-premium rate, UK geographic area codes starting with either 01, 02 or, 03 Non-geographic numbers charged at standard geographic area code rate. 'STANDARD UK MOBILE' Means UK standard mobile phones on the networks: (Three, Vodafone, EE and o2) 'NOMINAL CREDIT TOP-UP' is an automatic payment which is added initially when an account is created. This is then stored as pre-paid credit on your account. Any pre-paid credit held on your account for a period of greater than 6 calendar months can be deleted at the discretion of the ‘COMPANY’. 'FAIR USAGE' Means a set amount of calls or call minutes based on an individual service or product that constitutes ‘normal activity’ (based upon our average statistical analysis) that will not be charged. 'LEGITIMATE USAGE' Means ‘normal’ use of our services by an individual and is designed to prevent fraud and abuse of our call packages. The following is a non-exhaustive list of practices that would not be considered “Legitimate Use”: I. Exceeding 50 individual calls per day. II. Using subscriptions for telemarketing or call centre operations; III. Re-selling subscription minutes; IV. Sharing subscriptions between users whether via a PBX, call centre, computer or any other means; V. Calling numbers (whether singly, sequentially or automatically) to generate income for yourself or others as a result of merely placing the call, other than for your individual business communications. VI. Unusual calling patterns inconsistent with normal, individual subscription use, for example, regular calls of short duration or calls to multiple numbers in a short period of time. Other practices may be relevant in determining “Legitimate Use” and THE COMPANY reserves the right to take any unlawful, prohibited, abnormal or unusual activity into account in making its determination. 2. Agreement 2.1 The following terms and conditions will supersede any previous terms and conditions, agreements and/or contracts between the company and the purchaser. 2.2 The Agreement shall constitute the entire agreement between the parties in relation to the Services, and any former representations (of any kind, written verbal or otherwise) shall be superseded by the Agreement. 2.3 By entering this agreement the purchaser agrees and consents: 2.3.1 That you have conducted sufficient due diligence to acknowledge the service is being legally sold; 2.3.2 Subject to the provisions of these Terms, the Company grants You a limited, non- exclusive and non-transferable licence to use the Service and the Website; 2.3.3 That the Company may at any time and at its' sole discretion limit, deny, create different priorities for different users, update or cancel some or all of the functionality of the Service without prior notice; 2.3.4 That the Company reserves the right to investigate, at its' own discretion, any activity that may violate these terms; 2.3.5 This Agreement remains in perpetuity and covers all Subscriptions made by the Purchaser from the date of this agreement ; 2.4 The customer acknowledges that: 2.4.1 The services are not specifically designed for the customer, or customers use; and 2.4.2 The Company is dependent on the carrier, any Interconnect carrier and other third parties from time to time as to the provision of the services in respect of which The Company offers no assurances, warranties or guarantees; 2.4.3 The Customer is duly empowered to enter into the Agreement and have, where applicable, sought board or other approval. 2.5 References in the Agreement to any party include reference to its successors in title and its assigns, and reference to legislation shall be deemed to refer to such legislation as amended, replaced or substituted (whether in whole or in part) from time to time. 2.6 The Company shall be entitled to amend any provision or clause of the Agreement at any time whatsoever and without prior consent of the customer when such amendment is required for regulatory, insurance, safety or statutory reasons or to comply with any such requirement upon the carrier or other third party upon whom The Company relies for the provision of the services. 3. The Availability of the Service 3.1 We will make the Service available to you as a customer using reasonable skill and care. You do however acknowledge and agree that the availability of the Service, Your ability to access and or use the Service and the conducting of any given transaction may depend upon factors beyond our reasonable control – see section 8 3.2 The Service is provided to you via a web portal where You can access Your information including various call reports, view remaining minutes on your numbers and any remaining credit on your account. As You are able to modify various parts of Your account, You are solely responsibility to restrict access to this to nominated persons only, to minimise damage and corruption. We will not be held liable for any losses arising as a result of Your failure to do this. 3.3 Unless We otherwise agree in writing, We will provide on-line technical support in respect of the Service available to You during normal working hours at the following e-mail address support@switchboardfree.co.uk or by contacting 0203 189 1213. These support contact details may change from time to time but will always be available via the website. 3.4 Liquid 11 may terminate the Agreement with immediate effect in the event that: 3.4.1 Liquid 11 or the customer receives an instruction, complaint or objection from a Billing Carrier, Interconnect Carrier, Regulator, Governmental or other official body or from any other carrier or third party with whom Liquid 11 contracts in relation to the Information Services; or 3.4.2 Liquid 11 believes that the Customer is, has been or is about to allow the Services to be used for any unlawful purpose, to encourage any behaviour or conduct which is carried out would be unlawful or for any other purpose prohibited under the Agreement; or 3.4.3 The Customer threatens or appears to be about to fail to adhere to the terms of the Agreement or the Code; or 3.4.4 The Customer ceases or threatens to cease business or is no longer able to pay its debts or is otherwise insolvent within the meaning of the Insolvency Act 1986 or otherwise convenes a meeting of, or comes to an arrangement with its creditors, has distress or other seizure or attachment order levied over any of its assets or fails to satisfy any demand for payment from any lawful person, firm or body corporate or appoints a Receiver, Administrator or Administrative Receiver. 3.5 Either party may terminate the Agreement in the event that: 3.5.1 The other party has committed a breach of the Agreement, and fails to remedy said breach within 30 days of a notice requiring it to do so; or 3.5.2 The other party takes any steps to wind up, dissolve or appoint a Receiver or an Administrative Receiver; or 3.6 Termination of the Agreement shall be without prejudice to the rights and obligations accruing up to and including the date of termination. 3.7 Fraudulent Use 3.7.1 Prohibited Use The Switchboard Product is for lawful purposes only. You must not use it for: Transmitting unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, hateful, criminal, or racially or ethnically offensive material. Interfering with or disrupting networks connected to the Service. Making unauthorised international calls. Using stolen equipment or a stolen account. Tampering with or using a passwords that you are not authorised to hold 3.7.2 Right to Terminate or Suspend Service We reserve the right, at our sole discretion, to terminate or suspend your Service if we suspect fraudulent activity. This includes, but is not limited to: Tampering with your Service plan to gain access to premium phone call services. Using the Service to make a high volume of calls that suggests fraudulent activity. Diverting calls to unauthorised international numbers. 3.7.3 Monitoring We may monitor your call usage to: Prevent or detect fraud. Investigate suspected fraudulent activity. Ensure compliance with these Terms and Conditions. Protecting the pubic Complying with all legislation and government or Ofcom requests This monitoring may involve recording and reviewing parts or all of a phone calls. This will only take place when a serious threat is detected and solely for the purposes outlined above. Liquid11 will comply with all applicable data protection laws regarding the storage and use of call recordings. Monitoring will be accessible via senior authorised personnel only. 4. Term and Termination The Agreement shall be in place until terminated by either party. This contract becomes active and the customer accepts the Terms and Conditions as part of the SwitchboardFREE signup process or when the customer begins to use the SwitchboardFREE service. This contract can be terminated after the initial term of 90 days by giving not less than 30 day’s notice. Notice can be given either in writing or via email and shall start from your next billing date. This applies to annual agreements also, where 30 days’ notice prior to your billing anniversary date must be given. A request to terminate will only be accepted after validating the customer’s identity by completing the account security process and The Company has sent the customer confirmation of this in writing. This will happen within TWO working days of a valid written request to terminate. A Termination cannot take effect if an outstanding debt is due to The Company in relation to the service. Interest will be accrued on any outstanding debt at the prevailing interest rate payable on court judgements plus 4%. Once the 30-day notice period begins, the final bill is taken immediately and you will not be charged again. 5. Provision of Services by Liquid 11 Liquid11 shall use its reasonable endeavours to ensure that the Services are ready and available at the Service Live Date or as soon as practical thereafter. Liquid11 may further allocate additional access numbers to the customer as requested from time to time (at Liquid11's sole discretion). 5.1 The customer acknowledges that: 5.1.1 it shall have no ownership in the access Numbers; 5.1.2 allocation of the access numbers does not constitute transfer thereof to customer, nor transfer thereof any other rights, benefits, goodwill or property in the access number whatsoever; 5.2 The customer acknowledges that Liquid11 may at its absolute discretion withdraw or re- allocate numbers if it is reasonable to do so, or where: 5.2.1 There is no call traffic for 60 consecutive days; or 5.2.2 The customer is in breach of the Agreement; or 5.2.3 The Agreement is terminated (for any reason whatsoever); or 5.2.4 Such action is necessary to comply with any legal requirement or re-numbering plan or as directed by the Regulator or other official or Governmental body; or 5.2.5 Such action is necessary to optimise switch capacity or usage provided at all times Liquid11 takes all reasonable steps so as to minimize interruption to Service Providers business; or 5.2.6 If a purchased number fails to bill correctly on reoccurring billing cycles 5.3 In the event of withdrawal or re-allocation of any access number, Liquid11 shall use its best endeavours to give the customer as much notice as is reasonably possible. 5.4 Liquid11 shall use its best endeavours to provide the Services and the equipment suitable for providing the Services. The customer acknowledges that: 5.4.1 Liquid11 cannot provide a fault free service; and 5.4.2 No capacity is guaranteed by Liquid11 5.4.3 Liquid11 gives no warranty that the Services or any Equipment used to provide the Services will be fault or error free; and 5.4.4 Liquid11 gives no warranty that the Services, Equipment or its network, or that of the Interconnect Carrier will be continuous or fit for the customer's purpose; 5.4.5 The customer bears sole responsibility for ascertaining the suitability of the Services for its application; 5.4.6 Liquid11 shall notify the customer of any necessary technical changes in its service, Equipment or network affecting Services offered to the customer as soon as is reasonably practicable by means of email or a notice at either web site; 5.4.7 The use of some number types (including but not limited to “UK wide” and “Non- Geographic”) are regulated by OFCOM and the customer hereby agrees to be bound by any guidance issued by OFCOM or the Regulator from time to time; 5.4.8 For the avoidance of any doubt, a breach by the customer of any OFCOM guidance, code of practice or regulation shall be a breach of this Agreement. 5.5 Liquid11 may in its absolute discretion and without penalty to it: 5.5.1 Suspend the Services at any time for the purpose of system maintenance giving the customer such notice as is practical under the circumstances; 5.5.2 From time to time modify its Equipment or network and change its service providers and Interconnect Carrier without notice to and without consulting with customer; 5.5.3 Suspend, bar or restrict access to the Services if at any time the number of calls or attempted calls to the access number causes or is liable to cause congestion or other disruption within any part of Liquid11's system; 5.5.4 From time to time impose traffic restrictions on particular access numbers to protect service quality. 5.5.5 Re-rate call costs to access numbers 5.6 Liquid11 reserve the right to charge an administration fee of £50 per number when porting an access number away. 5.7 The Customer is entitled to port their number at any time subject to their not being any restrictions outside of our control. Number porting will amount to notice of termination of the Agreement and the standard notice period will take effect, including, but not limited to, the payment of any charges accrued in that notice period. To ensure no loss of service, it is the responsibility of the customer to notify The Company once their number has been successfully ported to a new provider and the service will continue to be supplied (and be chargeable) until this notification is received. This will not affect accounts with more than one number where only one of the numbers registered to the account is ported. In this instance, only the £50 administration fee will be applicable. 6. Fees and Payment The provisions of this clause 6 only apply to Paying Customers and do not apply to Non-Paying Customers. 6.1 The Purchaser agrees to pay all Charges due to The Company in respect of making the Service available and providing access to and use of The Service for the purchase of credits and auto top-ups in accordance with item 4. in this contract "Term and Termination". 6.2 Once the Agreement has been set up, payments will automatically be collected in accordance with agreed terms. The Agreement may be set up to take an immediate or delayed payment. 6.3 The Purchaser agrees that all Charges due to Us in the form of Subscriptions and Automatic Top-Ups in respect of providing You with the Service will be settled as agreed. You can agree limits with Us on the total amount payable, the interval between payments and the maximum amount per payment. Each time a payment is debited from your card or bank account as part of Your Agreement, a transaction confirmation email is generated by our system and sent to the email address we have on record for You, entered when your agreement was created; it is your responsibility to keep these details updated. 6.4 If Your card expires or if a payment is not authorised, we will either contact You via telephone or send You an email to inform You of the steps You need to take to resolve the issue. 6.5 If the Purchaser fails to make full payment by the Due Date then without prejudice to any of the Company's other rights or remedies the Company may: 6.5.1 Suspend or cancel delivery of Service until further payment is received by Us in full and funds cleared from You 6.5.2 Charge interest. The interest payable on court judgements for the time being plus 8% 6.5.3 Charge a late payment charge. The customer agrees to pay a late payment charge of £10+VAT per outstanding invoice per month. 6.5.4 Charge a £10 fee per failed Direct Debit payment. 6.6 The Company reserves the right to revise charges applicable to the service depending on increases in costs incurred by The Company. You have the right to terminate the agreement with the Company in accordance with 6.7 If after 2 months the outstanding debt is still not paid, then the case will enter the debt escalation process which may culminate in the recovery of the debt by a debt collector. In this case The Consumer will incur all charges paid by The Company in the recovery of the debt. 6.8 Any pre-paid credit held on Your account is non-returnable and will be forfeited should your account be closed. 6.9 The Company may obtain any outstanding payments via any payment methods available on Your account. 6.10 It is Your responsibility to cancel any billing agreements or subscription services for products once they are no longer required. You must give the required notice to cancel a service. If you have an annual agreement in place, you must give at least one month’s notice prior to your billing date to cancel a service. Annual billing agreements cannot be refunded if cancelled mid term, however your service will be available to use untill the end of your billing term. 6.11 The Customer may benefit from time to time from promotional incentives, including, but not limited to, free or discounted packages provided to them by the Company to utilise The Service during the term of the Agreement. The Company reserves the right to reclaim any plan bundle purchase costs that are deemed to have been issued by the Company, whether received in a fraudulent manner or as a result of exploiting the system. 6.12 The Customer agrees that any issues concerning any invoice including but not limited to the invoice total must be raised with the Company within 28 days of receipt of the invoice otherwise the Customer will not be entitled to any form of credit or refund from the Company. 6.13 The Company will be entitled to charge the Customer a reconnection fee of £25+vat if the Customer's Services have been suspended in accordance with the terms of this Agreement. 6.14 FAIR USAGE POLICY Make & Receive Call Plans Economy Plan Inbound calls The Fair Usage Policy for PAYG inbound SIP is 3000 minutes per user, per month over any given period and is based on calls being delivered to our Softphone, our Phone App or VoIP desk phone only. Calls outside of this will be charged at 6p per minute Calls can be delivered to a UK landline or a UK mobile which are billed separately at 6p per minute and 9p per minute respectively. Basic Plan Outbound calls Outbound calls to a UK landline or a UK mobile is set at 30 minutes to a UK landline per month and 30 minutes per month to a UK mobile on the networks: (Three, Vodafone, EE and o2). If you do make calls outside this allowance, calls will be charged at 6p per minute to a landline and 9p per minute to a UK Mobile. Standard Plan Inbound calls The Fair Usage Policy for STANDARD inbound SIP is 3000 minutes per user, per month over any given period and is based on calls being delivered to our Softphone, our Phone App or VoIP desk phone only. Calls outside of this will be charged at 6p per minute Calls can be delivered to a UK landline or a UK mobile phone which is billed separately at 6p per minute and 9p per minute respectively. We also provide you with a £5 free credit should you wish to do this. Outbound calls Outbound calls to a UK landline or a UK mobile is set at 300 minutes to a UK landline per month and 300 minutes per month to a UK mobile on the networks: (Three, Vodafone, EE and o2). If you do make calls outside this allowance, calls will be charged at 6p per minute to a landline and 9p per minute to a UK Mobile. Unlimited Plan Inbound calls The Fair Usage Policy for UNLIMITED inbound SIP is 3000 minutes per user, per month over any given period and is based on calls being delivered to our Softphone, our Phone App or VoIP desk phone only. Calls outside of this will be charged at 6p per minute Calls can be delivered to a UK landline or a UK mobile which are billed separately at 6p per minute and 9p per minute respectively. Outbound calls Outbound calls to a UK landline or a UK mobile is based on average user and is currently set at 1,200 minutes to a UK landline per month and 1,200 minutes per month to a UK mobile on the networks: (Three, Vodafone, EE and o2). If you do make calls outside this allowance, calls will be charged at 6p per minute to a landline and 9p per minute to a UK Mobile. Unlimited 084 Plan Inbound calls Unlimited inbound calls available to SIP, UK landline redirects or UK mobile redirects, subject to a fair usage limited of 3000 minutes per user, per month. Calls can be delivered to a UK landline or a UK mobile which are billed separately at 6p per minute and 9p per minute respectively. Outbound calls Outbound calls to a UK landline or UK mobiles is based on an average user and is currently set at 1500 minutes to a UK landline per month and 500 minutes per month to a UK mobile on the networks: (Three, Vodafone, EE and o2). Freepone 0800/0808 Plan Inbound calls Inbound SIP calls are set at 400 minutes per user, per month and is based on calls being delivered to our Softphone, our Phone App or VoIP desk phone only. If you receive calls outside this allowance, calls will be charged at 6p per minute to a Softphone, our Phone App or VoIP desk phone only Calls can be delivered to a UK landline or a UK mobile which are billed separately at 6p per minute and 9p per minute respectively. Outbound calls Outbound calls to a UK landline or a UK mobile is set at 200 minutes to a UK landline per month and 200 minutes per month to a UK mobile on the networks: (Three, Vodafone, EE and o2). If you do make calls outside this allowance, calls will be charged at 6p per minute to a landline and 9p per minute to a UK Mobile. Receive Only Call Plans 01/02/03 Numbers App Plan Unlimited inbound calls available to SIP, UK landline redirects or UK mobile redirects, subject to a fair usage limited of 3000 minutes per user, per month. Calls can be delivered to a UK landline or a UK mobile which are billed separately at 6p per minute and 9p per minute respectively. 01/02/03 Numbers Basic Plan Unlimited inbound calls available to SIP, UK landline redirects or UK mobile redirects, subject to a fair usage limited of 3000 minutes per user, per month. 1000 Total redirect minutes to a UK mobile or landline, 50/50 split of mobile and landline minutes. e.g. 1,000 mins plan is 500 landline minutes & 500 mobile minutes Calls can be delivered to a UK landline or a UK mobile which are billed separately at 6p per minute and 9p per minute respectively. 01/02/03 Numbers Standard Plan Unlimited inbound calls available to SIP, UK landline redirects or UK mobile redirects, subject to a fair usage limited of 3000 minutes per user, per month. 2500 Total redirect minutes to a UK mobile or landline, 50/50 split of mobile and landline minutes. e.g. 2500 mins plan is 1250 landline minutes & 1250 mobile minutes Calls can be delivered to a UK landline or a UK mobile which are billed separately at 6p per minute and 9p per minute respectively. 0800/0808 Numbers App Plan Inbound SIP calls are set at 400 minutes per user, per month and is based on calls being delivered to our Softphone, our Phone App or VoIP desk phone only. If you receive calls outside this allowance, calls will be charged at 6p per minute to a Softphone, our Phone App or VoIP desk phone only Calls can be delivered to a UK landline or a UK mobile which are billed separately at 6p per minute and 9p per minute respectively. 0800/0808 Numbers Basic Plan Inbound SIP calls are set at 400 minutes per user, per month and is based on calls being delivered to our Softphone, our Phone App or VoIP desk phone only. If you receive calls outside this allowance, calls will be charged at 6p per minute to a Softphone, our Phone App or VoIP desk phone only 200 Total redirect minutes to a UK mobile or landline, 50/50 split of mobile and landline minutes. e.g. 200 mins plan is 100 landline minutes & 100 mobile minutes Calls can be delivered to a UK landline or a UK mobile which are billed separately at 6p per minute and 9p per minute respectively. 0800/0808 Numbers Standard Plan Inbound SIP calls are set at 400 minutes per user, per month and is based on calls being delivered to our Softphone, our Phone App or VoIP desk phone only. If you receive calls outside this allowance, calls will be charged at 6p per minute to a Softphone, our Phone App or VoIP desk phone only 400 Total redirect minutes to a UK mobile or landline, 50/50 split of mobile and landline minutes. e.g. 400 mins plan is 200 landline minutes & 200 mobile minutes Calls can be delivered to a UK landline or a UK mobile which are billed separately at 6p per minute and 9p per minute respectively. This Fair Usage Policy is designed to prevent fraud and abuse of our call packages and is designed for "Legitimate Use" of our service. The following is a non-exhaustive list of practices that would not be considered “Legitimate Use”: Using subscriptions for telemarketing or call centre operations; Re-selling subscription minutes; Sharing subscriptions between users whether via a PBX, call centre, computer or any other means; Calling numbers (whether singly, sequentially or automatically) to generate income for yourself or others by merely placing the call, other than for your individual business communications Unusual calling patterns inconsistent with normal, individual subscription use, for example, regular calls of short duration or calls to multiple numbers in a short period of time. Other practices may be relevant in determining “Legitimate Use” and THE COMPANY reserves the right to take any unlawful, prohibited, abnormal or unusual activity into account in making its determination. THE COMPANY may at its option, terminate its relationship with you, or may suspend your subscription immediately if it determines you are using your subscription contrary to this 'FAIR USAGE' Policy or THE COMPANY's Terms of Use. Where reasonable, THE COMPANY will provide you with notice of improper usage before suspension or termination of your subscription and, if appropriate, THE COMPANY may offer you an alternative subscription. THE COMPANY reserves the right to withdraw or change the subscriptions at any time. If THE COMPANY changes the Products included in your subscription, THE COMPANY will notify you by email stating the changes and their effective date. If you do not wish to accept these changes, you are entitled to terminate your subscription, with effect from the date on which the changes are due to take effect. 6.15 MANDATORY and NOMINAL 'AUTO CREDIT TOP-UP'. To ensure sufficient credit is in place to cover call diverts or 'redirects', out-of-bundle calls, international calls, or any other additional call charges: ALL accounts will be subject to a MANDATORY 'AUTO CREDIT TOP-UP' charge being a minimum of £10 per user. The Packages (PAYG, STANDARD, UNLIMITED & FREEPHONE) will also be given a free, £5.00 'NOMINAL CREDIT TOP-UP' by the 'COMPANY', initially when an account is created. 6.16 Call Setup Charges – any chargeable calls made outside of your allowance or that are deemed to fall outside of our fair usage policy will be subject to a call setup charge of 5p for calls to standard UK landline or mobile numbers. Higher call setup charges for calls to other numbers may be levied. For a full list of call charges please contact our support team. 6.17 If a customer initiates a porting request and later cancels it for any reason, the following charges will apply: Cancellation Fee: A fee of £50 will be charged to cover administrative costs related to the canceled porting request. Carrier Charges: Any additional fees incurred by our company from the carrier as a result of the cancellation will be billed to the customer. 7. Your Liabilities and Obligations 7.1 You warrant that you will not: 7.1.1 Use the Service or permit the Service to be used for any improper, fraudulent, immoral or unlawful purpose; 7.1.2 Use the Service or permit the Service to be used for the transmission of any material which is of a defamatory, offensive, abusive, obscene or menacing character or nature; 7.1.3 Use the Service or permit the Service to be used in a manner that infringes the intellectual property rights or any other proprietary rights of any third party; or 7.1.4 Use the Service or permit the Service to be used in a manner that may injure or damage any person or property or cause the quality of the Service to be impaired; 7.1.5 Disclose any terms of Your Agreement with any Third Party, including but limited to, any promotions or offers provided to You as part of Your Agreement. 7.1.6 Use the service for wholesale purposes including, but not limited to, acquiring numbers for the purpose of porting them on to another platform for commercial gain. 7.2 You will at all times during the continuation of the Agreement: 7.2.1 Comply with all reasonable directions and instructions issued by Us from time to time in relation to the Service; 7.2.2 Comply with and observe at all times all applicable laws, regulations and codes and any directions, recommendations and decisions of any Regulator; and 7.2.3 Not act in any manner likely to bring Us, the Service, or any Network Operator into disrepute. 7.3 You will, upon request, provide Us or any Network Operator or Regulator with any information relating to Your use of the Service and / or the Free Service that the requesting party reasonably requires. You are responsible for ensuring that any information relating to Your end-users, including (but not limited to) Your end-user Data, is accurate and complete. 7.4 You shall immediately notify Liquid 11 of any change in your name, constitution, address and telephone numbers. 7.5 You will not state or imply any approval by Us of any particular marketing activity that You carry out following using the Service and / or the Free Service or refer to Us in any way without Our prior written approval. 7.6 Where requested by Us, You will promptly provide Us with a representative Forecast of Your Service and / or Free Service needs for the requested period, including (but not limited to) all reasonable details required for Us to plan network capacity requirements. 7.7 You will not, or seek to, acquire any title or other proprietary right to any intellectual property, including (but not limited to) any patents, know-how, registered or unregistered trademarks, design rights or copyright, relating to the Service and / or the Free Service, nor will You cause or knowingly permit anything to be done which may in any way damage or endanger any such intellectual property. You will notify Us of any suspected infringement of Our intellectual property of which You become aware and will take all reasonable action as We may direct in relation to that suspected infringement where such is directly and specifically related to the services we provide you. 7.8 The customer acknowledges that if Liquid 11 or the Interconnect Carrier is requested, directed or recommended to do so by the Regulator or any other governmental or agency it may: 7.8.1 cease providing the Services without incurring any liability to the customer whatsoever; or 7.8.2 it shall have no claim (of whatever nature) against Liquid 11 for any action taken. 7.9 The customer acknowledges that Liquid 11 has the absolute right to monitor all Services and record any calls made to the access number. 7.10 Notwithstanding any other provision in the Agreement, the customer irrevocably authorises Liquid 11 to share information relating to the Services, its use of the Services and the conduct of its affairs with Liquid 11 with the Regulator, the Billing Carrier or Interconnect Carrier or other such person. 7.11 The Customer shall notify Liquid 11 of any television or radio based advertising campaigns or other promotions that are likely to result in sudden peaks in Call traffic in order that the parties can ascertain whether the anticipated number of Calls is likely to result in a limitation of resources for other customers. The Customer acknowledges that a large number of calls to the access numbers in a short period of time may cause some or all of such calls to fail, or cause a general failure in the Service. 7.12 The Customer agrees to only connect an access number to a UK geographic or mobile number unless expressly agreed with Liquid 11. 7.13 Before you advertise any phone number you obtain through our service, including on digital platforms, in print, or on signage (physical or digital), you are required to test the phone number by calling it yourself. This verification step ensures the number is functional and avoids potential issues for your customers. 7.14 The Company shall not be liable for any loss or damage, direct or indirect, arising from the Customer's failure to test phone numbers before advertising them. It is the Customer's sole responsibility to ensure that all phone numbers are fully functional and correctly configured before any public use. 8. Liability, Indemnity and Insurance 8.1 Nothing in the Agreement will in any way exclude or limit either party's liability for death or personal injury caused by its negligence, for fraudulent misrepresentation or concealment or for breach of data protection obligations herein or for any other liability that cannot be excluded or limited at law. 8.2 We will not be in any way liable to You for any liabilities, losses, damages, costs and / or expenses incurred or suffered by You as either a Customer and / or a Non-Paying Customer as a result of (i) Your use of the Service and / or the Free Service; or (ii) Our negligence, or the negligence of Our affiliates, employees, shareholders, agents or service providers. 8.3 We will not be in any way liable for the content of any messages sent or transmitted using the Service, nor will We be in any way liable for any failure to make the Service and / or the Free Service available to You to the extent that such failure results from a technical or other failure on the part of any Network Operator or any other event which is beyond Our reasonable control. We provide all services “as is” and “as available”, and We hereby do not warrant, represent or guarantee, whether expressly or by implication, that any Service and / or the Free Service is free of errors or interruptions, always available, fit for any purpose, secure or does not infringe any third party rights. 8.4 Subject to any express provision to the contrary in the Agreement, We will not in any circumstances be liable to You (as either a Customer or a Non-Paying Customer) in contract, tort, negligence or otherwise for any economic loss (including, but not limited to, any loss or profits, business, contracts, revenue, turnover or anticipated savings) or for any indirect or consequential losses, whether or not they were foreseen or foreseeable. 8.5 Each of us acknowledges that neither You (as either a Customer or a Non-Paying Customer) nor We have entered into the Agreement on the basis of or in reliance upon any representation (save for any representation made fraudulently), warranty or other term except as otherwise expressly provided in the Agreement and, as such, all conditions, warranties and other terms implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law. 8.6 We shall at all times in respect of the subject matter of this Agreement comply with all applicable laws, regulations and rules having equivalent effect. 9. Confidentiality 9.1 We will at all times keep confidential all information acquired as a consequence of the Agreement in respect of you or your business, except for information already in the public domain or information which we are required to disclose by law, requested by any regulator or reasonable required by our professional advisors for the performance of their professional services. 9.2 You will at all times keep confidential all information acquired as a consequence of the Agreement in respect of Us, the Service, the Free Service or any Network Operator, except for information already in the public domain or information which you are required to disclose by law, requested by any Regulator or reasonably required by your professional advisors for the performance of their professional services. For clarification this includes any information in respect of pricing and promotions offered directly to You. 9.3 Each of us will comply with the Data Protection Act 2018 (the “Act”) and all regulations made under that Act in the processing of any personal data, including the mobile telephone numbers of Your end-user (such personal data referred hereto collectively as “End-User Data”), under or in connection with the Agreement. In respect of the End-User Data You appoint Us as a data processor in accordance with the Act. We agree to act only on and in accordance with your reasonable instructions in relation to the End-User Data and at all times to comply with obligations equivalent to those imposed on a Data Controller by the Data Protection Principles of the Act and to maintain appropriate technical security and organizational measures to ensure the security of the data. We shall not disclose End-User Data to any third party consultant or professional advisor other than where the disclosure is required for Us to be able to provide the services hereunder or to comply with legal obligations and subject always to Us entering or already having in place written contracts with the third party recipient of the End-User Data with terms no less stringent than the terms of this Agreement. 9.4 We will treat Your End-User Data as confidential and will not disclose it to any third party or use or copy any part of it except for the purposes of making the Service and / or the Free Service available to You and providing any technical support required. We will make no further use of Your End-User Data without Your specific authorisation. 10. Force Majeure Neither party will be liable for any delay in the performance of or any failure to perform any of its obligations under this Agreement that is caused by any event which is beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary telecommunications, data communications and / or computer services, power supply failures or shortages, acts or omissions of third parties (including, but not limited to, Network Operators), acts of government or Regulators or telecommunications network congestion. 11. Term and Termination The Company may terminate this Agreement at any time by written notice to the Purchaser. Termination of the Agreement for any reason does not affect any rights that have accrued to either party under the Agreement up to the date of its termination and those terms and conditions of the Agreement that are by their nature capable of surviving termination will continue in full force and effect following such termination. On termination of the Agreement You will immediately cease to use the Service and / or the Free Service. Upon termination of this Agreement all rights granted to the Purchaser under this Agreement shall cease to determine. 12. Variations Variations to the Requirements set out in the Agreement required by the Purchaser will only be accepted where the variations and price for such vari ations have been agreed between The Purchaser and The Company in writing. 13. Delivery Any dates quoted for delivery of the Service are approximate only and the Company shall not be liable for any loss or damage of any kind whatsoever suffered by the Purchaser from any delay from whatsoever cause arising, nor will any delay entitle The Purchaser to cancel or rescind this Agreement. 14. Assignment and Sub-Contracting The Purchaser shall not be entitled to assign, transfer or sub-contract in whole or in part any of its rights or obligations under the Agreement without the Company's prior written consent (not to be unreasonably withheld or delayed), but the Company shall be entitled to assign, transfer or sub-contract in whole or in part any of its rights or obligations under the Agreement. Nothing in the Agreement will be deemed to constitute a partnership or joint venture between the parties or constitute any party the agent of the other party. 15. Social Media policy Acceptable use policy Liquid 11 Ltd has a number of social media outlets, on which we invite the public to follow us. Most online communities have their own rules and guidelines, which we will always follow. We reserve the right to remove any contributions that we feel break any rules or guidelines that we adhere to, or any of the following: Be civil, tasteful and relevant. Do not post messages that are unlawful, libellous, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented or racially offensive. Do not swear. Do not post content copied from elsewhere, for which you do not own the copyright. Do not post the same message, or very similar messages, more than once (also called "spamming"). Do not publicise your, or anyone else's, personal information, such as contact details. Do not advertise products or services. Do not impersonate someone else. Our approach to connections on social media Liquid 11 Ltd may choose to 'follow', 'like' or otherwise establish connections with our customers as well as other organisations and individuals using social media. This is so that we can maintain contact with what other social media us ers are saying and, where appropriate, share their content. Sometimes we also need to establish a connection so that we can engage with users, e.g. via direct messages or posting. This is an emerging area of communications and as such we will review and amend its practice continuously. Endorsement Liquid 11 Ltd does not implicitly or explicitly endorse any individual or organisation merely by virtue of creating a social media connection, regardless of the terms used by social media providers such as 'follow' or 'like'. Indeed, we will maintain social media connections with organisations that are critical of it and/or have opposing views. Nor do we hold any responsibility for the content of such profiles. Contacting us via social media Our responses to replies, comments and direct messages depend on the individual service. Even if we do not reply, we are listening and will act on or pass on your comments as appropriate. Our social media accounts are not currently monitored twenty-four hours a day, seven days a week. It is also easy to miss posts in busy social media traffic. If your query is serious, urgent, or involves personal details, you may also like to contact the service directly. 16. General The Agreement is governed by and shall be construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts. The headings appearing in this Agreement are for the convenience of reference only and will not affect the meaning or interpretation of anything contained therein. Failure by the Company to enforce any part of this Agreement shall not be construed as a waiver of any of the Company's rights therein. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby. THIRD PARTY RIGHTS. A person who is not party to this Agreement will not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999. The Statutory regulator Ofcom, or its agents (PhonepayPlus) and the Information Commissioner may have rights to enforce any part of this agreement. 17. Hardware Supply 17.1 Hardware is normally delivered pre-configured for your chosen user and delivered in 3-5 working days, or next day for an additional fee. 17.2 Support will only be given on hardware supplied by The Company. Support for hardware supplied by other manufacturers will be limited to provide you with appropriate login credentials only 17.3 Returns are only accepted for faults only and shall be replaced like for like. You are entering into a commercial contract to which the Consumer Rights Act 2015 and Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply. 17.4 Should it be mutually agreed to accept a return for a refund or part-exchange, we reserve the right to charge a restocking fee of £40 plus VAT. 18. Subscription and Recurring Payments 18.1 Subscription Commitment: By entering into this Agreement, the Purchaser acknowledges and agrees to a recurring subscription model for the access and use of the Service provided by The Company. The subscription period may be on a monthly, six-monthly, or twelve-monthly basis, as selected by the Purchaser during the sign-up process or as otherwise agreed in writing. 18.2 Recurring Payments: The Purchaser hereby authorizes The Company to initiate recurring charges to the Purchaser’s designated payment method for the subscribed service. The recurring charges shall be made on the first day of each subscription period, as per the chosen subscription model. 18.2.1 The Purchaser hereby authorizes The Company to initiate ad-hoc charges to the Purchaser’s designated payment method for the subscribed service to meet usage charges that may arise in addition to the subscription payments. The ad-hoc charges shall be made from time to time depending on the Purchaser's usage of the service. 18.3 Subscription Changes: Any change to the subscription model, including the duration and cost, will be communicated to the Purchaser with a notice period of at least thirty (30) days before such changes come into effect. The Purchaser retains the right to modify or cancel their subscription in accordance with the terms outlined in this Agreement. 18.4 Payment Authorization: It is the Purchaser's responsibility to maintain valid payment information on file for the processing of the recurring payment. Failure to maintain valid payment information may result in the suspension or termination of the Service. 18.5 Subscription Renewal: Unless cancelled by the Purchaser, the subscription will automatically renew for the same subscription period and the Purchaser agrees to be billed for such renewal at the prevailing subscription rate. 18.6 Cancellation and Refunds: The Purchaser may cancel the subscription in accordance with the cancellation policy outlined in this Agreement. Refunds, if applicable, will be processed in line with the refund policy specified herein.