ipClouds VoIP Terms of Service

These terms and conditions apply to the provision by us, ipClouds Ltd, to you of the Service (described below) and, together with your application form as submitted via the internet and accepted by us "Application Form", they constitute the entire agreement between us with respect to our supply and your use of the Service. The following terms shall have the following meaning when used in this Agreement:

Section 1: Definitions

"Activation Date" shall mean the date on which you can begin accessing the Service or any part of it.

"Charges" shall mean the charges associated with the Service, as described at http://www.ipclouds.co.uk (or at such other website as may be notified to you from time to time).

"Equipment" shall mean the equipment that provides access to the Service, purchased by us to you.

"Service" shall mean the telephony services provided pursuant to this Agreement by us to you which shall comprise of (i) access to you for the ability to make telephone calls routed via our network, and/or (ii) provision of the Equipment.

"Third Party Operator" shall mean the third party operator of any telecommunications network or system over which we may choose to route the service.

"ipClouds", "ipClouds Ltd", "we", "us" shall mean ipClouds Ltd of Baylis House, Stoke Poges lane, Slough, SL1 3PB

"you/your" shall mean the person with whom ipClouds is making the Agreement, as specified in the Registration Details.

"Registration Details" shall mean the personal information you may provide on registration for the Service and which may be subsequently changed or amended by you or on your behalf.

"Price List" shall mean the price list published by ipClouds on the price pages of http://www.ipclouds.co.uk/ setting out the Charges payable for the Service, as may be amended by ipClouds from time to time;

Section 2: Service

2.0 Once we have received your Application form, either online, or via our resellers for the provision by us of the Service, we will:

2.0.1 Deliver the hardware to your credit card billing address, or other address notified to us in writing. This hardware will be despatched within 48hrs if in stock, and may take upto 14 days to arrive.

2.1 You acknowledge and accept that provision by us of the Service is subject to the following:

2.1.1 Prior to the Activation Date, you must ensure that your computer, connecting cables and operating environment have met, and thereafter continue to meet, the Minimum Technical Specifications as set out at www.ipclouds.co.uk, or provided to you on request, either verbally or in writing;

2.1.2 Prior to your use of the Service, you must ensure that you have correctly installed the Equipment or the Software, and thereafter that such Equipment and/or Software remains correctly installed;

2.1.3 Service is provided via your existing broadband line and any termination, suspension, cut-off or fault with such broadband line will result in temporary or permanent loss of the Service;

2.1.4 We may from time to time suspend the Service because of repair (whether scheduled or due to emergency), maintenance or improvement, in which case we will endeavour to restore the Service to you as soon as possible. We will attempt to provide notice of any failures on our website http://www.ipclouds.co.uk/forums;

2.1.5 Payment by you of all Charges described in Section 4;

2.1.6 This is a voice over data network service, and as such, it is dependent on your connection to the data network and the data network itself. Therefore we are unable to provide any guarantees on quality and availability. In the event of a power failure your service will cease to function;

2.1.7 This Service does not provide access to:

> 999 emergency or operator services,

> Premium rate numbers (09xx)

> Pager Numbers (076)

> Special Access Codes (1xx)

> Any numbers which maybe restricted by the type of package you have purchased

> Any other numbers defined on our website http://www.ipclouds.co.uk

2.1.8 This Service does not guarantee that functionality such as caller line identification barring or display will be available to you;

2.1.9 This Service does not guarantee that text relay phones will work;

2.1.10 This Service does not allow for the porting in or out of VoIP phone numbers;

2.1.11 We are not responsible for any damage caused to your personal computers and your equipment while using this Service. It is your responsibility to ensure that your anti virus software is up to date.

2.1.12 This Service does not screen for viruses.

Section 3: Use of the Service



3.0 You are only entitled to use the Service (i) if you are over the age of 18 years old; and (ii) your billing address is a UK address; and (iii) you are the owner of the broadband connection or are authorized by the owner of the broadband connection over which we will provide the Service.

3.1 You will comply with (and ensure that all users of the Service comply with):

3.1.1 All relevant legislation, licences and regulations and mandatory instructions or guidelines issued by regulatory authorities;

3.1.2 Any reasonable instructions that we may give from time to time.

3.2 You will not (and ensure that all users of the Service will not):

3.2.1 Use the Service in a way that is unlawful, fraudulent, offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or other rights;

3.2.2 Use the Service other than with BABT approved telephone equipment compliant with all applicable standards and relevant legislation in force at the time of use;

3.2.3 Resell the Service to any third party;

3.2.4 Disclose to any third party your account number and/or password.

3.3 If you use the Service in any way that, in our reasonable opinion, is or is likely to be detrimental to the provision of the Service to you or any other of our customers then you will take such corrective and immediate action as we may require. If, in our reasonable opinion, you fail to take such corrective action within a period of 3 days, we shall be entitled to suspend the Service without notice. In all circumstances, you will indemnify us against any claims, actions or legal proceedings (including reasonable related costs and expenses, legal or otherwise) which are brought or threatened against us by a third party as a direct result of your failure to comply with your obligations under this Section 3.

3.4 We reserve the right to withdraw any tariff plan if it is deemed the tariff is having a detrimental impact on the business or for any reason connected with the operation of our business. We also reserves the right to withdraw any tariff plan from a customer at any time, for any reason, including without limitation, where the customer's use of this service risks degradation of service levels to other customers; puts our network at risk; is for purposes that are not in keeping with those reasonably expected of a residential customer; is being used pursuant to a business.

3.5 Your account number and password are confidential and you must inform us immediately by sending an email to accounts@ipclouds.co.uk if you know or suspect that your account number or password has been disclosed to an unauthorised user or is being used in an unauthorised way. We reserve the right to suspend the Service and/or to require you to change your password if we believe that there has been or is likely to be unauthorised use of the Service. Until you have notified us of the unauthorised use, you remain responsible for all sums charged to your account. This notification must be in the form of an email addresses to accounts@ipclouds.co.uk and arrive no later than 7 calendar days after the unauthorised use has occurred.

3.6 If you do not or any other person using the Services with your permission does not comply with any provision of this Section 3, you will indemnify us for any claims, losses, damages, costs, liabilities and expenses (including, without limitation, any legal costs and expenses) which we may suffer or incur as a result of any such non-compliance and the Services may be suspended or disconnected if you continue to breach the provisions of this Section 3.

3.7 If you discover that someone else has used the Services supplied to you without your or our permission, you should notify our customer services team on by emailing accounts@ipclouds.co.uk and the Police at the first possible opportunity. You may be held liable by us for any losses that you suffer or incur as a result of such unauthorized use.

3.8 We shall not in any circumstances be responsible for any call-out or other charges you incur with your broadband provider or any other Third Party Network Operator as a result of any problem or fault with the Service.

3.9 Whilst we provide the Services to you, you authorise us to act on your behalf in all dealings with any Third Party Operator in connection with any matter that enables us to provide or to continue to provide you with the Services

Section 4: Charges

4.0 We will send you by email, only if you have a postpaid account, an invoice for the Charges not more than eight weeks after the Activation Date, and thereafter monthly. We reserve the right to change the timing and/or frequency of our invoices. Your obligation to pay the Charges is not conditional upon receipt by you of an invoice.

4.1 We will bill you for the Services in accordance with the relevant terms, tariffs, rules and Charges applying at the time the Services are used. All calls are billed per second and rounded up to the nearest 30secs. We may vary any Charges or rates, and/or charge to you any taxes or duties imposed in relation to the Services, at any time by posting the resulting price changes on our website, http://www.ipclouds.co.uk, or otherwise giving you notice. You can contact our customer services team, via email on support@ipclouds.co.uk, and request details of our prices or any price change at any time. We will give endeavour to make available to you details of any price changes at least 5 calendar days notice before they take effect as set out at www.ipclouds.co.uk.

4.2 You will pay all Charges in accordance with the direct debit instruction or automated credit card payment provided as part of your Application. We will collect payment not earlier than seven (7) days after the date of the invoice. If payment is made via cheque, please note that it may take several days for payment to reach us, and get encashed. Therefore in order to avoid disruption to service, please make payment as early as possible

4.3 If we are unable to collect any payment by direct debit we will:

4.3.1 Suspend your access to the Service;

4.3.2 Send written notification, via email or post, giving you 10 days to pay all outstanding amounts in full;

4.3.3 Charge you an administration fee of £5.00 together with interest at 3% above the base rate from time to time of Barclays Bank PLC;

4.4 If, following our notification under Clause 4.3.2, we are still unable to recover all payments due, or if your account remains wholly or partly outstanding for any other reason 18 days after the original due date for payment we will:

4.4.1 Send a further written notification, via email or post;

4.4.2 Require you to discharge your account in full within 7 days from the date of this notification, failing which we reserve the right to refer your outstanding account to credit reference agencies and/or solicitors and/or other third party collection services (in which case you will be responsible for all costs that are incurred by us in taking such action); and (b) charge you a further administration fee together with a fee for the submission of the further written notification.

4.5 To receive free calls between ipClouds customers, both customers must have the Service and subscribe to the relevant tariff plan that provides free calls between ipClouds customers.

4.6 Any package which incorporates the word "Unlimited" will be limited based upon the calculation set out in 4.6.1

4.6.1 To allow all users a fair use of our network, we calculate the average use of minutes to a particular destination over a 3 month rolling period. This calculation is done daily. Based upon this we set a baseline number of minutes each user is allowed to call. If an individuals calls exceed this baseline by 13% we will disallow any further calls, until the next baseline gets set. We do however allow a minimum number of minutes per package. These minutes will be defined on http://www.ipclouds.co.uk/packages.html. There is an upper limit determined by this baseline which is set by average usage patterns.

Section 5: Cancellation and Termination

5.0 You may cancel this Agreement for the Service within 7 working days of our acceptance of your Application for the Service (the "Cooling Off Period").

5.1 If you want to cancel this Agreement, you must email us at accounts@ipclouds.co.uk before the Cooling Off Period expires.

5.2 If you cancel before the Cooling Off Period expires and where we have dispatched the equipment, you will need to return the equipment in its entirety, and original packaging, before we can cancel your account. This must arrive no later than 14 days after activation.

5.3 If you have used the Service during the Cooling Off Period, you may still cancel this Agreement but you must pay any Charges that you have incurred.

5.4 We may end this Agreement for the Service (i) by giving you at least 10 calendar days prior notice; or (ii) immediately if:

5.4.1 You do not pay any Charges due under this Agreement or charges due pursuant to any other agreement you have with us for other services, on time;

5.4.2 You breach any term or condition of this Agreement other than paying the Charges and do not put it right within 5 calendar days of being asked to do so;

5.4.3 You fail any credit or fraud prevention check or we have good reason to suspect fraud or money laundering;

5.4.4 We have good reason for believing that any information you have given us is false or misleading;

5.4.5 You are the subject of any bankruptcy or insolvency proceedings;

5.4.6 Or, despite our reasonable efforts the Services are no longer available to us.

5.5 You acknowledge and accept that it will normally take up to ten (10) working days from the giving of notice of termination for us to discontinue the Service and that you will remain liable for any Charges incurred during such period. In addition, if you terminate the Service within one month of the Activation Date, you will be liable to pay all of the Charges relating to the terminated Service for the whole of that one-month period.

5.6 If you have purchased a yearly account, termination notice must be supplied in writing, via post, 30 days prior to the end of the year, if you do not wish to continue the Service the following year.

5.7 Termination by us shall be without prejudice to any other rights or remedies that we may have, whether under the terms of this Agreement or otherwise.

Section 6: Personal Data

6.0 Information you provide or we hold about you (whether or not under our contract (or contracts) with you) may be used by us.

6.1 Information provided by you may be used to:

6.1.1 Identify you when you contact us;

6.1.2 Help identify accounts, services and products which you could have from us from time to time (we may do this using an automatic scoring system, which uses the information you have provided, any information we hold about you and information from other agencies, including credit-reference agencies);

6.1.3 Help run, and contact you about the improved running of, any accounts, services and products we have provided before, or provide now or in the future;

6.1.4 Carry out marketing analysis and customer profiling (including with transactional information) and create statistical and testing information;

6.1.5 Help to prevent and detect fraud or loss;

6.1.6 Contact you in any way (including mail, e-mail, phone, text or multimedia messages) about products and services offered by us and selected partners.

6.2 We may allow other people and organisations to use information we hold about you:

6.2.1 To provide services you have asked for including but not limited to supplying your user name and password to our third party suppliers to enable your Equipment to be provisioned;

6.2.2 As part of the process of selling one or more of our businesses;

6.2.3 If we have been asked to provide information for legal or regulatory purposes;

6.2.4 Or, as part of current or future legal proceedings.

6.3 From time to time, these other people and organisations may be outside the European Economic Area in countries that do not have the same standards of protection for personal data as the UK.

6.4 We may also allow your information to be used by other WiGroup Ltd companies for them to carry out any of the above purposes.

6.5 We may monitor and record communications with you (including phone conversations and e-mails) for quality assurance and to make sure that we are meeting our legal and regulatory requirements.

6.6 We will hold information on your phone use, including the numbers called, date, time, duration and cost of calls, together with information about your location. We will use this information to manage the phone service and provide you with any other services you may ask for. We will keep information for as long as is necessary to provide services you have asked for and until charges for the service cannot be lawfully challenged.

6.7 We may check your details with one or more licensed credit-reference and fraud-prevention agencies. We and they may keep a record of this search and the payment details from your account, and share it with other organisations. If a person provides false or inaccurate information and we suspect fraud, this is also recorded. This information may be used by us, and other organisations may search these records to:

6.7.1 Help make decisions about credit and credit- related services for you and members of your household;

6.7.2 Help make decisions on motor, household, credit, life and other insurance proposals and insurance claims for you and members of your household;

6.7.3 Trace debtors, recover debt, prevent fraud, and manage your accounts or insurance policies;

6.7.4 Check your identity to prevent money laundering, unless you give us other satisfactory proof of your identity;

6.7.5 Carry out statistical analysis about credit, insurance and fraud. We, and other credit and insurance organisations, may also use technology to detect and prevent fraud.

6.8 If you need details of those credit agencies and fraud-prevention agencies from which we get, and with which we record, information about you, please write to us at the address contained at www.ipclouds.co.uk.

6.9 If you give us information on behalf of someone else, you confirm that you have given them the information set out in this document, and that they have not objected to their personal information being used in the way described in it. If you give us sensitive information about yourself or others (such as health details or details of any criminal convictions of members of your household), you agree (and confirm that the relevant subject of the information has agreed) to us processing this information in the way set out in this document.

6.10 If you are making a joint application or you have told us about some other financial association with someone else, a "financial association" between you and that other person (or people) will be made at credit- reference agencies. This will link your financial records with that other person (or people) so that both (or all) your records will be taken into account in all future applications by either or both (or all) of you. This will continue until one of you successfully files a notice with the credit-reference agencies asking that you are no longer financially associated with that person.

Section 7 - Equipment Risk and Title

7.0 Risk of loss or damage to the Equipment and any part thereof shall be your responsibility as soon as the Equipment is delivered to your home.

7.1 Legal ownership of the Equipment shall only pass to you upon receipt by us of full payment for the Equipment from you.

Section 8: Warranty and Limitation of Liability

8.0 We will use our reasonable endeavours to provide the Service in all material respects in accordance with our obligations under this Agreement.

8.1 Subject to clause 8.3 below, we: (i) make no warranties, conditions, guarantees or representations as to quality or fitness for a particular purpose of the Services or any other warranties, conditions, guarantees or representations whether express or implied, oral or in writing, except as expressly stated in this Contract; and (ii) exclude all liability for the accuracy (or inaccuracy) of any material or other information provided or made available by us or any third party in relation to the Services.

8.2 Nothing in this Agreement excludes either party's liability with respect to death and personal injury resulting from the negligence of that party, its employees, agents or subcontractors or for fraudulent misrepresentation or under the tort of deceit.

8.3 We shall not be liable to the other, either in contract, tort (including negligence) or otherwise for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any destruction of data.

8.4 Subject to Sections 8.1 and 8.3, our liability to you in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall for any one incident or series of related incidents be limited to an amount equal to five times the Charges paid by you to us in the year in which the liability first arose or, if greater, £5,000.

Section 9: General

9.0 Force Majeure: Neither party will be liable to the other for any breach by it of this Agreement (including failure to deliver the Service), where such failure or breach is due to a reason outside the reasonable control of such party.

9.1 Variation of terms: We may change the provisions of this Agreement (including the Charges) at any time, provided that we will give you notice of the changes at least 5 days before the change is to take effect. We will only do this if we have a valid reason, for example to reflect changing arrangements with any Third Party Operator or changing legal, regulatory or business requirements. If any variation of these terms and conditions is likely to cause material detriment to you: (i) we will also notify you of the variation in writing or by your chosen method of contact; and (ii) you shall have the right to terminate this Agreement with immediate effect by giving us written notice. You agree that, if you decide to use the Services after any variation(s) to these terms and conditions have been posted on our website or, in the case of a variation which is likely to cause material detriment, notified to you, you will be bound by the terms and conditions as varied.

9.2 Third party rights: This Agreement does not create any rights under the Contracts (Rights of Third Parties) Act 1999 that are enforceable by any person who is not a party to it but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

9.3 Notices and invoices: Notices given and invoices submitted under this Agreement must be in writing and shall be delivered:

9.3.1 In the case of notices and invoices from us to you, by email to the email address provided by you as part of the Application or subsequently notified to us in writing);

9.3.2 In the case of notices from you to us, by email to accounts@ipclouds.co.uk.

9.4 Transfer of rights: You may not assign sub-contract or transfer any of your rights or obligations under this Agreement without our prior written consent. We may assign or transfer our rights and/or obligations to any third party from time to time without your consent.

9.5 Severability: If any part, term or provision of this Agreement is held to be illegal or unenforceable the validity or enforceability of the remainder of this Agreement will not be affected.

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

9.7 This Agreement will be governed by and construed and interpreted in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.