1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressionshave the following meanings:
"Acceptable Use Policy" means Our guidelines for acceptable use made availableat http://www.vividtelecom.com/acceptable-use-policy which may be amended from time to time;
“Act of God” means an act outside of the reasonable control of the Parties to include but not limited to fire,flood, earthquake, wind storm or other natural disaster, civil war, rebellion, military or civil unrest whichrenders performance of the agreement impossible;
“Allowances” means limits applied to an seat or extension. Allowances are calculated on a seat basis.
“Business Day” means a day (other than a Saturday or Sunday) or bank holiday;
“Business Hours” 9.00am to 5.30pm local UK time on a Business Day;
“Calendar Day” means any day of the year;
“Call Faults”means interruption to the Services caused by a fault other than a Line Fault
“Charges” means the charges set out in the Price Guide for the Services or as notified by Vivid Telecomfrom time to time;
“Commencement Date” the date on which this Agreement shall become effective, being the date ofsignature of this Agreement or such other date agreed in writing between the parties;
“Confidential Information” means all business and trade secrets, methods of doing business, customer listand other confidential information and material disclosed by either party to the other in connection with thisAgreement;
“Contract” means the contract for the provision of Services;
“Customer” means the person/business set out in the Order Form;
“Customer Equipment” means any equipment (including without limitation, cabling, wiring, personal computers, network interface cards and network interface adapters) in order to obtain or use the Services;
“Electronic Signature” means an electronic signing of your contract which is legally binding in England &Wales Courts”.
“ETF” means Early Termination Fee where customer has terminated service whilst it is bound by theminimum period;
“Insolvency Event” means bankruptcy or insolvency proceedings in the United Kingdom or elsewhere, aliquidator, trustee in bankruptcy, receiver or administrator (or equivalent) is appointed over any assets or theentering into of any formal or informal composition or arrangement (or equivalent) withthe creditors of the Customer or Vivid Telecom reasonably believes that such events are reasonably likely tooccur.
"Internet" means the global data network comprising interconnected networks to which We are connectedand provide access to You via the Services;
“Law” means any law, statute or regulation, guideline or code of conduct (whether or not having the force oflaw) in any jurisdiction to which a party is from time to time subject;
“Month” means a calendar month;
“Minimum Period” means a period agreed between Vivid Telecom and the Customer as set out on theOrder Form;
“Order” means an order for services placed on an Order Form of Vivid Telecom;
“Order Form” means the order form completed by (or on behalf of) the Customer and accepted by VividTelecom to order the Services;
“Price Guide” means all and any information relating to Charges for and relating to the Services, availableon request from Vivid Telecom;
"Regulations" means the Consumer Protection (Distance Selling) Regulations 2000 (as amended);
“Service Commencement Date” means the date upon which the Services are provided to the Customer;
“Services” means the services which are to be provided by Vivid Telecom to you as specified in your Order(and confirmed in Our Order Confirmation);
“Vivid” means Vivid Telecom or Vivid Telecom Limited;
“Vivid Telecom” is a trading name of Vivid Telecom Limited (registered in England and Wales undernumber 06717474
1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includeselectronic communications whether sent by e-mail, text message, fax or other means.
1.2.1 In these Conditions;
1.2.2. references to "him" "his "her" or other gender specific references shall be deemed to incorporate theother;
1.2.3. headings are for reference only and shall not affect the interpretation of these terms and conditions;
1.2.4. a "person" includes any "person", partnership, firm, company, body corporate or corporation ororganisation;
2. Information About Vivid Telecom
2.1 Vivid Telecom Ltd trading as Vivid Telecom is a Private Limited Company registered in England &Wales under registration number 06717474 whose registered and trading address is Unit 13 South Suffolk Business Centre, Alexandra Road, Sudbury Suffolk, CO10 2ZX
2.2 Our VAT number GB944987559
2.3 We are a member of the ICO under registration number ZA312330.
3. The Contract
3.1 These Terms and Conditions govern the provision of Services by Us and will form the basis of theContract between Us and you. Before deciding to sign such contract, you must ensure that you have readthese Terms and Conditions carefully. A copy of the contract is also located on Our websitewww.vividtelecom.com. If you are unsure about any part of these Terms and Conditions please ask Us forclarification.
3.2 Nothing provided by us including, but not limited to, sales and marketing literature, price lists andother documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractualoffer that We may, at our discretion, accept.
3.3 A legally binding contract between Us and you will be created upon acceptance of your Order.
3.4 We shall ensure that the following information is given or made available to you prior to the formationof the Contract between Us and you, save for where such information is already apparent from the context ofthe transaction;
3.4.1 The main characteristics of the Services;
3.4.2 Our identity (set out above in Clause 2) and contact details (as set out below in Clause 11);
3.4.3 The total Price of the Services including taxes, or if the nature of the Services is such that the Pricecannot be calculated in advance, the manner in which it will be calculated;
3.4.4 The arrangements for payment, performance and the time by which (or within which) We undertake toperform the Services;
3.4.5 Our complaints handling policy;
3.4.6 The duration of the Contract, where applicable;
4. Basis of Services Provision
4.1 Vivid Telecom shall provide to the Customer the Services subject to these Conditions, whichsupersede any other terms, and which govern the Contract to the exclusion of any items and conditionswhich the Customer purports to apply or which are implied by trade, custom or course of dealing.
4.2. Apart from the Order Form no terms or conditions endorsed upon, delivered with or contained in theCustomer's order or other document will form part of the Contract simply as a result of such document beingdelivered to Vivid Telecom or referred to in the Contract.
4.3. No variation to these Conditions is effective unless agreed in writing by a director of Vivid Telecom.
4.4. These Conditions constitute the entire agreement between the Customer and Vivid Telecom for thesupply of the provision of the Services
4.5. Vivid Telecom's employees or agents are not authorised to make any representation concerning theServices.Any representation they do make must be confirmed by Vivid Telecom in writing, and the Customeracknowledges that it does not rely on, and waives any claim for breach of, any such unconfirmedrepresentation (unless such representation is made fraudulently).
4.6. Any typographical, clerical or other error or omission in any document or information issued by VividTelecom shall be subject to correction without any liability on the part of Vivid Telecom.
4.7 You may change your Order at any time up until 48 hours prior to service go live however amodification charge will be applied to your first invoice which can be found on the Price Guide.
4.8 If your Order is changed We will inform you of any change to the Price in writing.
4.9 If one of Us or our agents, representatives or anyone else involved in providing the Services to yourequire access to your property we will notify you as soon as possible. Where such notice is received byyou, you agree to grant us, and/or such other persons referred to, access to your premises. We will meetyour reasonable requirements, and you agree to meet ours, concerning the safety of people involved inensuring your service is setup.
5. Distance Selling – Your Cancellation Rights
5.1 If you are a Consumer and you have ordered Services from us you may cancel your contract inaccordance with the Distance Selling Regulations. This gives you the right to cancel such contract within 14days.
5.2 To exercise the right to cancel, you must inform us of your decision with a clear statement by post toensure that the cancellation reaches us on time. We would recommend that you send the letter via recordeddelivery to ensure that cancellation period does not expired which may lose your entitlements to cancel.Postage costs would be the responsibility of the customer to pay and will not be refunded.
5.3 If you ask us to start the services before the 14 days period has ended, your rights to cancel wouldexpire, even if you have not used the services that has been provided. If you cancel such services before weprovide it, you may have to pay for any work that has been done towards providing the service.
5.4 If the service is being provided as a business to business transaction then the Consumer Protection(Distance Selling) Regulations 2000 will not apply.
6. Quotations, Orders and Specifications
6.1. A quotation by Vivid Telecom is not an offer. Quotations are valid for 7 days only and subject towithdrawal or revision at any time before acceptance of the Customer’s order.
6.2. No Order Form submitted by the Customer by whatever means is accepted by Vivid Telecom untilVivid Telecom confirms its written acceptance or (if earlier) provides the Services to the Customer.
6.3. The Customer must ensure that the terms of any order included on an Order Form (including anyspecification) are complete and accurate and that Vivid Telecom is provided with any necessary informationrelating to the provision of Services.
6.4. It is at Vivid Telecom’s discretion to accepts an order for Services placed other than on its standardorder form(a “Customer Order Form”) or if Vivid Telecom installs a service without having received from the Customerand/or accepted either Vivid Telecom’s standard Order Form or a Customer Order Form, the services shallbe provided in accordance with the terms of the contract.
6.5. Vivid reserves the right to make any changes in the specification of the services which are required toconform with any applicable law or services are to be supplied to the Customer’s specification, which do notmaterially affect their quality of performance.
6.6. Subject to satisfactory survey, Vivid shall use its reasonable endeavours to connect any CustomerEquipment so that the Services are available by any requested service date. An order may be cancelled byVivid without liability if the results of any Survey are, in Vivid’s reasonable opinion, unsatisfactory or if it isnot technically feasible to implement and/or support the services by the requested service date.
6.7. The Customer acknowledges that provision by Vivid of specified telephone numbers is notguaranteed until connection to Vivid Network is complete and the provision of Services has commenced.
7 Customer Equipment
7.1. Vivid shall have no liability for any loss or damage arising directly or indirectly from use of thecustomer equipment whether Vivid shall have recommended the use and/or performance of such customerequipment.
7.2. Unless otherwise agreed in writing, the Customer is responsible for ensuring that the CustomerEquipment is programmed, equipped compatible and connected for use of the Service in accordance withVivid’s reasonable instruction and any other instruction or safety and security procedures applicable to theuse of Customer Equipment.
7.3. The Customer must ensure that all Customer Equipment is in good working order and complies withapplicable standards, approval and any relevant Law. Vivid may require the Customer to disconnect (inwhich case the Customer must do so promptly) or may itself disconnect any Customer Equipment if inVivid’s reasonable opinion.
7.3.1. it does not conform to applicable standards, approval or any relevant law for the time being in force; or
7.3.2. it may cause injury to any person or material damage to property; or
7.3.3. it may materially impair the quality of any services provided by Vivid.
7.4. Vivid has no liability whatsoever where any inability to use the services is due to incompatibility withthe Customer Equipment
7.5. If the Customer Equipment has least cost routing software, Vivid may reprogram such CustomerEquipment to facilitate connection to Vivid Network.
7.6. If the Customer Equipment does not have least cost routing software, Vivid may supply suchCompany Equipment as is necessary to facilitate connection to Vivid Network.
8. Cancellation and Delay
8.1. No Order may be cancelled by the Customer except with Vivid's written agreement and on terms thatthe Customer shall indemnifyVivid against all loss (including loss of profit), costs, (including the cost of all labour and materials used),damages, charges and expenses incurred by Vivid as a result of cancellation.
8.2. If the customer extends or delays the Contract at the agreed time or (if no time is agreed) within areasonable time then the Customer shall indemnify Vivid against all loss (including loss of profit), costs(including all labour and materials used), damages, charges and expenses incurred byVivid as a result of such extension, delay of failure.
8.3. If the information or action required of you under sub-Clause 8.2 is delayed or incomplete orotherwise incorrect, we will not be responsible for any delays caused as a result. If additional work isrequired from Us to correct or compensate for a mistake made because of incomplete or otherwise incorrectinformation or action on your part, we may charge you a reasonable additional sum for that work.
8.4. Vivid reserves the right to defer the date of delivery or performance or to cancel the Contract withoutliability to the Customer in the event ofan Act of God. In such circumstances, the Customer may also give written notice to cancel the Contract ifthe cause in question continues for a continuous period in excess of 180 days but in any event shall remainliable to pay for Services delivered or supplied prior to such cancellation byVivid or the Customer.
8.5. You may cancel your Order up until 48 hours of service go live however a small cancellation fee willapply and can be found in the Price Guide. If you have already made any payments to Us under Clause 10(including, but not limited to the Deposit), the payment(s) will be refunded as soon as is reasonably possibleminus any cancellation charges that may apply. In any event within 14 Calendar Days of Our acceptance ofyour cancellation. If you wish to cancel the Service after this time period or once We have begun providingthe Services, then an ETF fee will apply.
8.6. We may cancel your Order at any time before We begin providing the Services of an event outside ofOur reasonable control. If such cancellation is necessary, we will inform you as soon as reasonablypossible. If you have made any payments to Us under Clause 10 (including, but limited to the Deposit), thepayment(s) will be refunded as soon as reasonable after the 14 Calendar Days of Us informing you of thecancellation. Cancellations will be confirmed in writing.
9.1 You must ensure that you keep your username and password secure at all times. (We will never holdyour username or password on file).
9.1.2 You must take reasonable steps in respect of matters in Your control to minimize any risk of securitybreaches in connection with the Services we provide to you;
9.1.3 You must notify Us of any unauthorised access to Your account which You believe may affect theoverall security of Our systems.
10.1 The Charges for the provision of Services are Vivid's quoted Charges or, where no Charges havebeen quoted (or a quoted Charge is no longer valid), the Charges listed in Vivid's Price Guide at the date ofprovision of Services.
10.2 Vivid reserves the right at any time before delivery or performance to amend the Charges for theServices to consider any variation in cost to Vivid.
10.3. Vivid Telecom shall provide the Customer with the Service for the fees as set out on the ApplicationForm. These fees are payable in advance from the start of the Minimum Period of Service.
10.4. Charges for the Services are as referred to in the Price Guide or as otherwise agreed in writing(including the Order Form). Notwithstanding the aforesaid, Charges are subject to confirmation by Vivid. Iffollowing any Survey (or other investigation) Vivid concludes that it will incur unusual additional costs inprovided the Services, Vivid shall be entitled, on notification to the Customer, to increase the Charges by theamount of such costs. Where the Customer does not accept such increased Charges, the Contract willcome to an end.
10.5. Vivid may increase or implement new Charges by giving the Customer 30 days' written notice.Without limitation such notice may be contained in billing information provided to the Customer by Vivid.Within 7 days of such notification the Customer may give notice to Vivid to terminate the Agreement. If theCustomer does not terminate in such period, the Customer is deemed to have accepted the increase/newCharges. Vivid may decrease charges at any time without notice and the Customer shall have no right toterminate the Agreement.
10.6. The Customer acknowledges that the Charges for the Services are comprised of several components,including (but not limited to), standard per minute costs, minimum call charges, connection costs, callconfiguration costs and minimum call times, as detailed in the Price Guide.
10.7 The Customer further acknowledges that the Charges levied for the Services are subject to changeand any increase or decrease in such component Charges payable or recovered by Vivid as a result ofchanges implemented by Vivid or third-party suppliers shall be applied to the account of the Customerfollowing notification of such changes by Vivid.
10.8. The term of this agreement is initially 12 Months with a 90-day written notice to cancel. Termination ofthis agreement within the minimum term will incur a cancellation fee of 100% of any remaining charges forthe rest of the minimum term.
10.8.1 Transfer of any SIP number supplied or transferred to Vivid Telecom will incur a exporting fee of£85.00 + Vat for each number transferred away to a new provider.
10.9 If You fail to pay for any services to Vivid Telecom within 10 days being issued, then a claim will bemade against you which will terminate your telephony services with us.
11. Price & Payment of the Charges
11.1 The Price of the Services will be shown in the Price Guide. If the Price shown in your Order differsfrom Our current price We will inform you upon receipt of the order.
11.2 If We quote a Special Price which is different to the Price shown in Our current Price Guide, theSpecial Price will be valid for 10 days or, if the Special Price is part of an advertised special offer, for theperiod shown in the advertisement. Orders placed during this period will be accepted at the Special Priceeven if We do not accept the order until after the period has expired.
11.3 Our Prices may change at any time, but these changes will not affect Orders that we have alreadyaccepted.
11.4 All Prices is exclusive of VAT. If the rate of VAT changes between the date of your Order and the dateof your payment, we will adjust the rate of VAT that you must pay. Changes in Vat will not affect any Priceswhere We have already received payment in full from you.
11.5 In certain circumstances, if your Order is cancelled, your Deposit will be refunded in full or in part. Theamount due will be calculated based upon the Price for the Service, Our Price Guide and the duration andusage used.
11.6 Deposits may be taken up front if Vivid Telecom believe that the customer or business may have badcredit or if Vivid believe that the payment would need to be taken to secure the order. Deposit refunds will bereturned after 6 Months so long as the customer’s account is up to date and has not been in any arrears.Administrative fees of late payment may be chargeable if payments do not meet the invoice deadline.
11.7. Payment of the Services (unless otherwise agreed in writing by a director of Vivid) shall be paid byDirect Debit or such other means of electronic funds transfer as Vivid shall decide and shall be due 10 daysafter the date of Vivid’s invoice.
11.8. The Customer authorises Vivid to alter the Customer's direct debit instructions according to therelevant Charges from time to time applicable to the Services. On proper termination of the Contract theCustomer shall be responsible for the cancellation of any other authorisations for period payment to Vivid.Except on proper termination of the Contract the Customer acknowledges that it must inform Vividimmediately if it proposes to cancel any direct debit instructions.
11.9 Cancellation of any direct debit instruction shall entitle Vivid to suspend and/or terminate the Contractwithout notice. Payment of Direct Debit will show GOCARDLESS or Vivid Telecom Ltd on your bankstatements.
11.10. Time of payments is of the essence.
11.11. For the purposes of this Contract, payment is received when Vivid receives it in cleared funds.
11.12. Payment by the Customer or on its behalf shall be made without any deduction or set off.
11.13. Vivid reserves the right to claim interest and compensation for debt recovery costs under the LatePayment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations2002.
11.14. Despite any provision allowing credit, payment is due and payable to Vivid immediately uponcancellation or termination of the Contract.
11.15. Vivid shall be entitled to payment for all instalments of Purchased Equipment delivered to theCustomer, whether under a blanket order or otherwise.
11.15. If the Customer fails to make any payment on the due date, then Charges for Services provided oragreed to be provided to the Customer shall be immediately due and payable without demand and Vividmay:
11.15.1. cancel the Contract or suspend deliveries or performance to the Customer and/or
11.15.2. appropriate any payment made by the Customer to such of the Services (or the goods orservices supplied under any other contract between the Customer and Vivid) as Vivid thinks fit.
11.15.3. If payments are not paid within 10 days of invoice the customer will be liable to a £12 latepayment fee which will be added on your next bill.
11.17 Vivid is entitled to set off sums owed by Vivid to the Customer against sums owed by the Customer toVivid.
11.18 You agree that you will notify us as soon as possible of any changes in your credit/debit card or bankaccount details. Should you terminate the Services in accordance with this Agreement, it is yourresponsibility to terminate any standing order with your bank.
12. Outages & Faults
12.1. We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If,however there is a problem with the Services We request that you inform Us as soon as reasonablepossible. (You do not need to contact us in writing).
12.2. We will use reasonable efforts to remedy problems with the Services as quickly as is reasonablypossible.
12.3. Planned Outages may occasionally be necessary for Vivid Telecom to carry out essentialmaintenance or network upgrades. They will be kept to a minimum and scheduled to minimise disruption.
12.4. Vivid Telecom will provide a fault reporting helpdesk facility. The helpdesk will respond promptly tofaults reported. Faults remedied will be advised by email.
12.5. Vivid Telecom aim to rectify faults within 48 hours of raising a fault. Time to fix may be affected bycircumstances. This is a target repair time and does not constitute a service level; under no circumstance isVivid Telecom liable for outages or consequential losses.
12.6. Faults not involving Vivid Telecom’s Network services or equipment. Vivid Telecom will advise ofsteps taken to diagnose a fault for which Vivid Telecom is not responsible.
12.7. Neither party shall be liable to the other, either in contract, tort (including negligence) or otherwise fordirect or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss ordamage or for any destruction of data.
13. Services Provision and Use of the Services
13.1. Vivid shall provide the Services in accordance with the Contract.
13.2. The Customer must promptly supply Vivid with all information and materials reasonably required byVivid to supply the Services.
13.3. Vivid shall use the reasonable skill and care of a competent telecommunications service provider inproviding the Services. However, the Customer accepts that it is technically impracticable to provide theServices entirely free of faults and Vivid does not undertake to do so.
13.4. The Customer undertakes to use the Services in accordance with such conditions and/or instructionsas may be notified in writing to the Customer by Vivid from time to time and in accordance with Law and theContract. Vivid may from time to time vary the technical and/or operational procedures for use of theServices
13.5. The Customer must not use or allow anyone to use the Services:
13.5.1. to send or receive a communication which is offensive, abusive, indecent, obscene ormenacing;
13.5.2. to cause annoyance, inconvenience or needless anxiety to anyone;
13.5.3. to violate or infringe the rights of any person;
13.5.4. in breach of the Contract; or in breach of Law.
13.6. The Customer shall not sell or transfer any telephone number provided to the Customer for use withthe Services.
13.7. Vivid may at its discretion suspend the Services and/or terminate the Contract if the Customer is inbreach of the Contract.
13.8. Where, in accordance with the Contract Vivid suspends performance of or access to the Servicespending compliance by the Customer with the Contract, such suspension may result in one or more of thefollowing actions:
13.8.1. call-barring may be implemented, restricting calls to and/or from the Customer's system;
13.8.2. lines and Services may be designated "temporarily out of service"; and
13.8.3. disconnection of the Services and the Customer's ability to access Vivid Network.
13.9. Following a suspension of Services and a rectification by the customer in accordance with theContract, Vivid shall use its reasonable endeavours to resume access to the Services for the Customerwithin a reasonable time. The Customer acknowledges that the period of time to enable Services to beresumed is dependent upon the manner of suspension employed by Vivid and, as a minimum; periods forresumption of Services would be as follows:
13.9.1. call-barring – 8 hours;
13.9.2. lines temporarily out of service – 48 hours; and
13.9.3. disconnected lines – 14 days.
13.10. The Customer acknowledges that following a suspension of Services resulting in disconnection
13.10.1 the telephone numbers previously made available to the Customer by Vivid may no longer beavailable and a reconnection charge for each line affected may (at the discretion of Vivid) be levied by Vividin accordance with the Price Guide.
13.11. Vivid shall provide (or procure the provision of) such level of Service Care in relation to the Servicesas the Customer has requested on the Order Form.
13.12. If a Fault in the Service is reported by the Customer, in accordance with the applicable Service Care,and:
13.12.1. Vivid makes arrangements to visit the Site and are unable to obtain the necessary access tothe Site; or
13.12.2. Vivid undertake work to correct the fault but find no fault present or find that a fault is a CallFault and/or has been caused by the act or omission of the Customer; or
13.12.3. Vivid agrees to attend a Site outside the normal working hours appropriate to the applicablelevel of Service Care.Vivid may charge the Customer in respect of such actions in accordance with the Price Guide and in anyevent if the Fault is caused by the Customer Equipment a minimum of £100 (exclusive of VAT andapplicable taxes) will apply and further charges will be levied in accordance with the Price Guide charge.
13.12.4 We will begin providing the Services on the date confirmed in Our Order Confirmation.
14 Limitation of Liability
14.1 You agree that the services provided to you are at your sole risk. Whilst we are here to ensure thatthe Services are provided with the highest quality neither we or any of our agents, suppliers give anyguarantees that the service is uninterruptable or free from error.
14.2 You agree that any suspensions or terminations referred to interruptions of service will not form abreach by us of the Agreements and is provided on an “as is” basis without guarantee of any kind.
14.3. The following sets out the entire financial liability of Vivid (including any liability for the acts oromissions of its employees, agents or subcontractors) to the Customer in respect of any breach of theseConditions, any representation, statement or act or omission (including negligence) arising under or inconnection with the Contract and in respect of any contemplated performance or lack of performance.
14.4. All warranties, conditions or other terms implied by statute, common law, and trade usage orotherwise are excluded to the fullest extent permitted by law.
14.5. Where the Services are provided under a consumer transaction the statutory rights of the Customerare not affected by these Conditions.
14.6. Nothing in these Conditions excludes or limits Vivid’s liability for death or personal injury caused byVivid’s negligence or for fraudulent misrepresentation.
14.7. Vivid shall not be liable to the Customer for any loss of profit, loss of production, financial loss,depletion of goodwill or any indirect loss, damage, costs or expenses whatsoever which arise out of or inconnection with the Contract, its contemplated performance or local of performance or any suspension ofServices and
14.7.1. Vivid’s total liability in contract, tort (including negligence or breach of statutory duty),misrepresentation or otherwise, arising in connection with the performance or contemplated performance orlack of performance of this Contract shall be limited to the Charges incurred by the Customer in any 12months period.
15.1. The Customer agrees to indemnify Vivid against any damages, losses, costs, claims or expensesincurred by Vivid towards a third party arising out of or in connection with the use of Services provided byVivid or their operation or use and whether arising by reason of the negligence of Vivid other otherwise.
15.2. The Customer agrees to indemnify and hold harmless Vivid against all liabilities, claims, damages,losses and proceedings arising out of or in any way connected with any use of the Services in contraventionof the Contract, or the Law.
16. Duration and Termination
16.1. In relation to the Services, the Contract shall come into effect on the earliest of the dates theCustomer signs the Order Form or the Service Commencement Date.
16.2. The Contract shall continue in force unless either party terminates the Contract by giving the otherparty 30 days' written notice.
16.3. Vivid may terminate the Contract immediately on written notice if:
16.3.1. any Survey is not, in Vivid’s discretion, satisfactorily completed;
16.3.2. the Customer is the subject of Insolvency Event. The Customer shall include the Customer'sdirect and/or indirect parent Vivid and "Customer" shall be interpreted; accordingly,
16.3.3. the Customer makes a material misstatement in the details the Customer has supplied toVivid to enable Vivid to provide the Services;
16.3.4. the Customer materially breaches (including without limitation failure to pay any Chargespromptly) the Contract or any other agreement the Customer may have with Vivid or a member of Vivid’sgroup;
16.3.5. Vivid suspects on reasonable ground that the Customer may have committed or may becommitting:
184.108.40.206. a breach of Law; and/or
220.127.116.11. any fraud against Vivid or any third party.
16.3.6. the Customer fails to meet a reasonable standard of creditworthiness; or
16.3.7. any contract between Vivid and a third-party provider of telecommunications services isterminated where such termination affects the provision of the Services.
16.5. If Vivid requests the Customer to do so but the Customer fails to return to Vivid (or as otherwisenotified to the Customer by Vivid) the Order Form duly signed by the Customer within 10 days of the ServiceCommencement Date (or any other date notified to the Customer by Vivid)Vivid shall be entitled to (but not obliged) without notice to terminate the Contract or, without prejudice to itsright so to terminate, to downgrade or suspend the Services at it thinks fit.
16.6. On termination of the Contract by reason of the Customer's breach of the Contract or other default,the Customer shall be liable to pay Vivid 100% of the Charges that would otherwise have been payable bythe Customer during the Minimum Period. Such sum to be calculated by taking the average monthlyCharges incurred during the period from the Service Commencement Date to the date of terminationmultiplied by the number of months remaining in the Minimum Period. Such sums shall be paid by way ofliquidated and ascertained damages by the Customer to Vivid and such sums are accepted by the parties asbeing a genuine pre-estimate of the net losses likely to be suffered by Vivid in such an event.
16.7. The right to terminate the Contract shall not prejudice any other right or remedy of the Parties inrespect of any rights, obligations or liabilities accrued prior to termination.
17. Health and Safety
The Customer agrees to:17.1. pay due regard to all information supplied by Vivid relating to the use of the Equipment necessary toensure the Customer Equipment will be safe and without risk to health at all times when they are being set,used, cleaned or maintained by any person;
17.2. indemnify Vivid in respect of any and all claims arising from the Customer Equipment being unsafe asa result of the Customer's activities;
18. Communication and Contact Details
18.1 If you wish to contact Us, you may do so by telephone on 0333 358 0556 or by firstname.lastname@example.org.
18.2 In certain circumstances you must contact Us in writing (when cancelling a service, you exercise yourrights to cancel the Services). When contacting Us in writing you may want to use the following methods
18.2.1 Contact Us by email at email@example.com; or
18.2.2 Contact Us by pre-paid post at Vivid Telecom Limited, Unit 13 South Suffolk Business Centre, Alexandra Road, Sudbury, Suffolk, CO10 2ZXC.
19. Complaints and Feedback
19.1 We always welcome feedback from Our customers, and whilst We always use all reasonableendeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless wantto hear from you if you have any cause for complaint.
19.2 All complaints are handled in accordance with Our complaints handling policy and procedures,available from www.vividtelecom.com.
19.3 If you wish to complain about any aspects of your dealings with Us, including but not limited to, theseTerms and Conditions, the Contract, or the Services, please contact Us in one of the following ways:
19.3.1 In writing addressed to Complaints Team, Vivid Telecom Ltd, Unit 13 South Suffolk Business Centre, Alexandra Road, Sudbury, Suffolk, CO10 2ZX.
19.3.2 By email, addressed to firstname.lastname@example.org
19.3.3 By contacting Us by telephone on 0333 358 0556.
20. Data Protection & GDPR
20.1 All personal information that We may collect (including, but not limited to, your name and address) willbe collected and held in accordance with the provisions of Data Protect Act 1998 and your rights under thatAct.
20.2 We may use your personal information to
20.2.1 Provide Our Services to you.
20.2.2 Process your payment for the Services.
20.2.3 Inform you of new products and services available from Us. You may request that We stop sendingyou this information at any time.
20.2.4 In certain circumstances (paying for your services on account within the 10 – 30-day payment freeperiod, we may pass your personal information on to credit reference agencies. These agencies are alsobound by the Data Protection Act 1998 and should use and hold your personal information accordingly.
20.2.5 We will not pass your personal information to any other third party that is not related to the serviceswe are offering you, nor would we sell this data for marketing purposes.
20.2.6 If you wish for us to remove your data from our systems and you have a live service in place,then we would only be able to do this within the 12 Month after your service has been cancelled, in orderto ensure that your account is up to date. (I.e. no payments in arrears owing, service is terminated.)
21. Other Important Terms
21.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and underthe Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If thisoccurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will betransferred to the third party who will remain bound by them.
21.2 You may not transfer (assigned) your obligations and rights under these Terms and Conditions (andunder the Contract, as applicable) without express written permission.21.3 The Contract is between you and Us and the network that is provisioning the service. It is notintended to benefit any other person or third party in any way and no such person or party will be entitled toenforce any provision of these Terms and Conditions.
21.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwiseunenforceable by any court or other authority, that /those provisions(s) shall be deemed severed from theremainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid andenforceable.
21.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions meansthat We have waived that right, and no waiver by Us of a breach of any provision of these Terms andConditions means that We will waive any subsequent breach of the same or nay other provision.
22. Force Majeure
22.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations wheresuch failure or delay results from any cause that is beyond the reasonable control of that Party. Such causesinclude, but are not limited to:power failure, internet service provider failure, industrial action, civil unrest,fire, flood, storms, earthquakes, acts of terrorism, acts of war, government action or any other event that isbeyond the control of the Party in question.
23. Vivid Telecom Acceptable Use Policy
This Acceptable Use Policy (AUP) should be read in conjunction with the Vivid Telecom Agreement, whichis provided to all clients when agreeing a contract for the provision of services.The term ‘Client’ within this policy refers to the person with whom Vivid Telecom has entered a contractualrelationship. For the purposes of this document the term is equally applicable to resellers/partners and directclients of Vivid Telecom, and other companies within the Vivid Telecom group.The term ‘End User’ within this policy refers to the person or persons who are utilising the Vivid Telecomprovided service, whether directly or indirectly as part of a solution supplied by a Vivid Telecom Reseller.Examples of End Users include but are not restricted to:customers of Vivid Telecom Reseller Clients;employees and other authorised computer users of Vivid Telecom direct Clients.
24. Call Bundles
Tariffs provided by Vivid are designed to be suitable for customers with typical usage patterns for UKbusinesses and they are priced on this basis.Calls to premium rate, international, special numbers, other number ranges are not included as standardand will be charged at our prevailing rates for those type of calls. The prevailing rate may not be the sameas our standard tariff. Bundles are for normal business use only (i.e. where the making of calls is incidentalto the main activity of the business or relevant part of the business). Additionally, they are not permitted tobe used in call centres or where there is a dialler installed.
25. Unused Allowances
Unless otherwise stated in your applicable call bundle(s), unused allowances do not rollover from one monthto the next, and you are not entitled to any refund in respect of any unusual allowances (or part allowances),either at the end of any billing period, or where a service ends.Call allowances reset each calendar month and cannot be billed Pro-Rata.
25.1 Calls made will be deducted from your inclusive minutes allowance in one-minute increments, with any partminutes rounded up to the next whole minute.
The AUP has been designed to protect Vivid Telecom, Client’s resources, and peering networks to maintainthe provision of high speed network and high availability services whilst ensuring that as an Internet ServiceProvider, we comply with all relevant UK laws.Vivid Telecom offer Clients a range of quality, competitively priced network and information technologyservices. It is the responsibility of our Clients to ensure that all End Users of these services comply with thelatest edition of the AUP at any given time.
27. General Guidelines
Any use of the Vivid Telecom network or of the Internet services operated on or via the network, such asWorld Wide Web, e-mail, news, gopher or Telnet services, will be admissible solely within the framework ofthe applicable provisions specified by English law and within the framework of the service offeringcontractually agreed upon with the Client.Specifically, this means that the ‘Vivid Telecom’ network must not be used for sending, receiving ordistributing content that:
i. constitutes offences such as sedition; forbidden extremist political propaganda; invasion of personalprivacy including insult, libel and defamation; or distribution of pornographic literature, or
ii. is indecent, defamatory, obscene or menacing or otherwise offensive, or
iii. violates a third party’s rights such as the right to bear a name, the right of personality, copyrights,competition and trademark laws. The End User must also observe the legal provisions concerning dataprotection and the protection of a third party’s privacy.
In addition to the above, the services operated by Vivid Telecom must not be used for improper purposes.
Such improper purposes include any use that impairs the integrity and performance of the network or itsparts and dial-in points to an extent exceeding what has been contractually agreed upon. Misuse alsoincludes the use of the network for distributing, loading or publishing data that could violate or impair a thirdparty’s rights or constitute threat or insecurity to a third party.It is not admissible to use the services available on or via the Vivid Telecom network for obtaining data orinformation that is not intended for the End User. This also includes the misuse of the services for thepurpose of copying, tapping or intercepting e-mail messages or other digitally transmitted information that isnot intended for the recipient.
It is not admissible to use the services for circumventing security mechanisms that protect foreign computersor computer systems, networks or network access facilities, for gaining unauthorised access to foreigncomputer systems (“hacking”), for performing activities in preparation for the unauthorised access to aforeign computer system (e.g. port scans) or for impairing the performance of a computer, computer systemor network to an extent that goes beyond the services commonly rendered (“denial of service” attacks).It is not admissible to use the services for distributing programs that serve the purpose of either causingdamage to other users or computer systems (e.g. virus infection programs) or gaining unauthorised accessto foreign computer systems (“Trojan horses”).Vivid Telecom’ Clients are responsible for taking all reasonable measures to control traffic that is sent fromtheir End Users connections.It is their responsibility to ensure that all software on their side of the connection is virus-free and up-to datewith all relevant security patches. In particular, server software running on public-facing ports, such as mailservers and proxy servers, must not be remotely exploitable.If Vivid Telecom find malicious traffic emanating from an End User connection, we have an obligation to ourother Clients and peering networks to take urgent measures to block that traffic. In many cases, this can beachieved by selective port blocking, but in other cases, this will involve disconnecting and suspending theaccount until the issue has been resolved. Vivid Telecom understands that in many cases, the Client maynot be responsible for or aware of a problem and will work with the Client to resolve the issue as efficientlyas possible to restore normal service.The Internet has global reach and, although the Master Services Agreement is governed under English law,Clients must take all reasonable steps to avoid breaching relevant foreign laws.
28. Internet Access
The use of the network circuits that provide access to the Vivid Telecom network is restricted to Clients andEnd Users having a contractually agreed access right, which has been granted either by Vivid Telecom itselfor by any of its partners being authorised to grant such access rights.The End User is not allowed to transfer his/her access right; neither directly nor indirectly, to any third partywithout Vivid Telecom’ express consent. This excludes persons involved in the client’s business operationsor persons sharing a common household with the End User.The access and authentication data that is given to the End User for access to the Vivid Telecom’ networkmust be protected at all times.Passwords protecting the access to the network must be kept confidential, checked and modified ifunauthorised use by a third party is suspected.
29. Policy Changes
Vivid Telecom reserves the right to amend this Acceptable Use Policy in line with changes in the InternetService Provider sector. New versions of the AUP will be introduced at the rate of no more than one percalendar quarter, with the most recent version always being available on our websitehttps://www.vividtelecom.com/cloudphone-terms
30.1. Each right or remedy of Vivid under the Contract is without prejudice to any other right or remedy ofVivid, whether or not under the Contract.
30.2. If any provision of the Contract is found by any competent authority to be invalid, unenforceable orunreasonable, it shall be severed from the remainder of the Contract which shall (subject to termination atthe discretion of Vivid), continue in full force and effect.
30.3. Failure or delay by Vivid in enforcing or partially enforcing any provision of the Contract is not a waiverof any of its rights under the Contract.
30.4. Any waiver by Vivid of any breach by the Customer is not a waiver of any subsequent breach.30.5. Any notice to be given by either party to the other under these Conditions must be in writingaddressed to that other party at its registered office or principal place of business or such other address asmay have been notified for these purposes.
30.6. Notice addressed to Vivid shall be marked for the attention of the Company Secretary.
30.7. Notices shall be delivered personally or sent by first call post or sent by facsimile transmission.
30.8. A notice is deemed to have been received:
30.8.1. if delivered personally, at the time of delivery;
30.8.2. if sent by prepaid first-class post, on the second working day after posting (exclusive of theday of posting);
30.8.3. if sent by facsimile transmission, on a working day prior to 4.00pm at the time of completedtransmission and otherwise on the next working day.
30.9. The Contract does not create, confer or purport to confer any benefit or right enforceable by anyperson not a party to it by virtue of the Contacts (Rights of Third Parties) Act 1999.
31.1. Vivid may assign, subcontract or otherwise transfer the Contract or any part of it and may dispose ofor deal in any manner with any of its rights or beneficial interests under it.
31.2 You agree that you will not assign, sub-contract, sell, transfer, lease or charge by way of security anyof your rights or obligations under the Agreement. Breach of this restriction in any way (successful or not)will result in your Services being terminated.
31.2. The Customer may not assign the Contract or dispose of or deal in any manner with any of its rightsor beneficial interests under it.
32. Call recording
Please note that calls to Vivid may be recorded to help Us in dispute resolution and for training purposes. Inagreeing to these Conditions, “You” grant consent to recording of calls.Customer call recordings on Vivid’s servers are stored for a maximum of 3 months but can be less at Ourdiscretion depending on Your usage levels. Additional charges for call recording storage will apply ifnecessary. Longer periods of storage and capacity are available.Call recordings will be kept for 14 days after an account has been terminated and then permanently deleted.
33. Personal Data & Consent
33.1 You agree that We and our employees may hold all names and other information in the Applicationprovided, in a computerised database which is encrypted with 256-bit encryption to ensure that the data issecure at all times. You agree that such data may be processed and may, on certain circumstances, besupplied to and processed by our suppliers, to enable the provision and maintenance of the Servicesprovided.
33.2 You acknowledge that at any time we may, be required under regulations and/or legislation to cooperate with and/or disclose data to, government or other bodies and/or authorities.
34. English Law
34.1. These Terms and Conditions, the Contract and the relationship between you and Us (whethercontractual or otherwise) shall be governed by and construed in accordance with the law of England &Wales.
34.2 Any dispute controversy, proceedings or claim between you and Us relating to these Terms andconditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall besubject to the jurisdiction of the courts.
VoIP Terms and ConditionsGeneral InformationThe terms and conditions set out in this Annex relate to our voice telephony services (“Voice Services”) and are in addition to the standard terms set out aboveThis Annex relates to the following Voice Services:
- Single User VoIP
- Multi User VoIP
- SIP Trunking (inbound and/or outbound)
- VoIP Add-ons
- Minutes bundles
- Number porting