This Agreement sets out the terms on which Vyspa agrees to provide services ("Service") to you. This Agreement commences on the date that Vyspa Ltd first accepts your order.
The expressions, "Vyspa Ltd", "we" and "us" and "our" mean Vyspa Ltd (company number 07263178), whose registered office is at Stoneham House, 17 Scarbrook Road, Croydon, CR0 1SQ. The expressions "you" and "your" mean you the customer.
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1.Essential Service Information
1.1.By signing up to the Service you understand and agree that the Service may not offer all of the features you may expect from a traditional phone line and may sometimes be unavailable as a result of things over which we have no control, for example, power disruptions and failures of your internet service provider (ISP) or broadband connection. You must maintain your broadband connection in order to use the Service. Your attention is specifically drawn to the service description at www.Vyspa Ltd.co.uk, which describes the Service and any limitations.
1.2.If the Service is fully operational, 999/112 public emergency call services can be accessed from within England, Wales, Scotland and Northern Ireland. However, you understand and acknowledge that there may be some limitations as set out in the following paragraphs.
1.3.If you use the Service outside England, Wales, Scotland and Northern Ireland you will not be able to call emergency services in the country where you are located. A line from another communications provider will be required to call emergency services outside England, Wales, Scotland and Northern Ireland.
1.4.If there is a Service outage for any reason, such outage may prevent access to 999/112 dialling.
1.5.For each phone line that you utilize with the Service, you must register with Vyspa Ltd the physical location where you will be using the Service. Your initial location will be registered as a part of subscribing to the Service. It is your responsibility to maintain the accuracy of your location address via your online account if there are any changes. If you do not update us with changes, it may or may not be possible for emergency operators and authorities to identify your location and phone number when you dial 999/112. When you dial 999/112 you will need to state your location and phone number promptly and clearly, as emergency operators and authorities may not have this information.
1.6.Emergency operators and authorities may or may not be able to identify your phone number in order to call you back if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason. Emergency operators and authorities may also not be able to hold your line open in the event you hang up.
1.7.You agree to inform potential users of the Service of the above limitations and you understand and accept that you should always have an alternative means of accessing 999/112 emergency services.
1.8.If Vyspa Ltd suspends the Service you may not be able to dial 999/112.
1.9.Number portability may be unavailable with the Service. If you move your service to or from Vyspa Ltd or to or from another provider you may not be able to keep your telephone number. Vyspa Ltd will not process a number porting request unless your account is completely current, including payment for all Service charges and applicable disconnection fees. Where number portability is available with the Service we shall take all reasonable steps to ensure that the transfer of your number and subsequent activation is completed within one business day provided all necessary activation processes have been completed, the network connection is ready for your use and (where you wish to port your telephone number to Vyspa Ltd) your donor provider has received a request to activate the transfer of your number from us and agreed a transfer date ("the Required Activation Requirements"). For the avoidance of doubt and in accordance with applicable regulation, the one business day time period does not commence from the date you submit a number transfer request; it commences from the agreed date of port and once an agreement to port has been concluded between us and (where you wish to port your telephone number to Vyspa Ltd) your donor provider following completion of all the above Required Activation Requirements. Following completion of all the above Required Activation Requirements we shall send a notification to your email address registered on your Vyspa Ltd account informing you of the date when your number will be transferred. If having notified you of the date when your number will be transferred there is a subsequent delay in the Required Activation Requirements, we shall inform you (by written notification to your email address registered on your Vyspa Ltd account) of the new date when your number will be transferred.
1.10.Any change to the date of your number transfer due to the Required Activation Requirements not being completed shall not constitute a delay or abuse in porting and shall not give rise to a claim for compensation. Subject to the Required Activation Requirements having been completed, if we delay the transfer of your number for more than one business day or where there is an abuse of porting by us, upon receipt of a valid and genuine claim from you we shall provide reasonable compensation as soon as is reasonably practicable for such delay and/or abuse in accordance with our Number Porting Compensation Scheme. Details of how compensation may be claimed are set out in our Customer Complaints Code. Any compensation awarded pursuant to our Number Porting Compensation Scheme shall be in full and final settlement of any claim you may have against us (now or in the future) in respect of the delay and/or abuse in porting the subject of your claim.
2.Use of the Service, Suspension and Termination
2.1.You agree that you will use the Service in accordance with such instructions as we may notify to you from time to time and in accordance with any applicable laws and regulations. You are responsible for all activity and usage of the Service and for any breaches of this Agreement that may result. You must ensure that the Service is not used, whether by you or by anyone else, for any unlawful or fraudulent purposes.
2.2.You agree that you will not use the Service nor allow others to use the Service:
2.2.1.to send a communication which is defamatory, abusive, obscene, offensive, menacing or otherwise criminal in nature or in breach of any copyright, privacy or any other rights; or
2.2.2.in a way that in Vyspa Ltd's reasonable opinion is likely to affect the quality of the Service or any other service provided by Vyspa Ltd.
2.3.You agree that the Service is for your own personal use only and that you will not without our prior consent in writing re-sell or in any way re-supply the Service to others for money or monies worth.
2.4.You must not reconfigure or tamper with any equipment supplied to you for the purpose of accessing the Service ("Equipment"). In the event that you do reconfigure or otherwise tamper with Equipment, we reserve the right to withhold support and suspend or terminate the Service. The Equipment must be kept and used in strict accordance with instructions issued by the manufacturer or us and must not be used in conjunction with other equipment not approved by the manufacturer or us. You are only permitted to use the Equipment to connect to the Vyspa Ltd network.
2.5.You agree to notify us immediately by calling the Vyspa Ltd customer support line if Equipment used to access the Service is stolen or if you become aware of any unauthorised use of the Service. Failure to do so may result in you being liable for any losses arising as a result of such unauthorised use and suspension or termination of your Service.
2.6.All information provided by you shall be true and accurate and will be relied upon by us for the provision of the Service.
2.7.If, at any time, the Service is affected or unavailable other than due to our fault you will continue to be billed for the Service.
2.8.Without prejudice to our rights to terminate this Agreement, we may suspend the Service if we reasonably believe you are in breach of any term of this Agreement or any other agreement with us or you abuse or threaten us, or a member of our staff. We may also suspend the Service if we are obliged to comply with an order, instruction or request of government or other competent authority.
2.9.Upon any suspension or termination by us, you are responsible for all charges under your call plan that would have been payable but for suspension or termination, including without limitation unbilled charges, applicable disconnection fees (details of which are set on our website at www.Vyspa.com) and other charges all of which immediately become due and payable. We may immediately charge these amounts to your debit or credit card. We may or may not agree to restore your Service. Before we agree to restore your Service a re-activation fee (details of which are set on our website at www.Vyspa.com) will be charged.
2.10.We can end this Agreement immediately upon notifying you by email if:
2.10.1.you breach this Agreement and fail to remedy the breach within a reasonable time specified in a written notice from us to do so;
2.10.2.you make, or offer to make, an arrangement with your creditors; you commit an act of bankruptcy; someone brings a petition, receiving order or administration order against you to make you bankrupt, you are a limited company and a resolution to wind you up is passed or a receiver or administrator is appointed over all or part of your assets. We can also end this Agreement if we think any of these things or something similar may happen;
2.10.3.any regulatory change affecting our ability to offer the Service is introduced, including but not limited to any authorisation or licence under which we provide the Service expiring or being revoked.
2.11.We may terminate this Agreement at any time without liability to you if any underlying arrangement with other operators or suppliers is terminated for whatever reason.
3.1.Vyspa Ltd bills in regular recurring monthly cycles commencing from the date on which Vyspa Ltd accepts your order and ending on the day before the same date in a following month ("Billing Period"). If you want to cancel this Agreement in full, or if you want to cancel some but not all of your lines and other features of the Service, for any reason you must telephone us by calling the telephone number on our website. Your telephone notice of cancellation must be received no later than 2 working days before the end of the then current Billing Period otherwise cancellation will not become effective until the end of the next following Billing Period. Vyspa Ltd will send you confirmation of your cancellation by email. A working day does not include Saturdays, Sundays or any public or bank holiday in the United Kingdom.
3.2.You will be charged any applicable disconnection fee in respect of each line and other Service feature disconnected and you will be responsible for paying all charges under the applicable call plan including without limitation unbilled charges and other charges all of which immediately become due and payable. If a line or other Service feature is disconnected after 1 year following the activation date, the applicable disconnection fee is waived.
4.Charges and Payment
4.1.Provision of the Service is conditional upon you paying all fees and charges applicable to the Service in accordance with this Agreement. We publish all call plans, fees and charges (including details of shipping fees, activation fees, number change fees and applicable disconnection fees) at www.Vyspa.com. The methods of payment accepted by Vyspa Ltd are set out on our website at www.Vyspa.com. Where VAT must be paid we have included it at the current rate. You agree that we shall provide you with an electronic modified VAT invoice showing the total amount due and the amount of VAT payable. All electronic VAT invoices are available by accessing your on-line account.
4.2.If payment is by credit card, Vyspa Ltd reserves the right at any time to stop accepting credit cards from one or more issuers.
4.3.If your credit or debit card details change you must notify us immediately. Failure to do so may lead to suspension or termination of your Service.
4.4.Your initial order for the Service authorises Vyspa Ltd to charge your debit or credit card. The authorisation will remain valid until 30 days after Vyspa Ltd receives your written notice terminating Vyspa Ltd's authority.
4.5.We may at any time, impose a credit limit on your account and we may charge your debit or credit card for the full amount of charges incurred at any time and offset the amount credited against the full amount of charges due at the end of the Billing Period.
4.6.We may suspend or terminate your Service at any time acting reasonably, if you fail to make any payment when it becomes due. You must pay all sums due in full and you cannot set off, deduct or withhold any part of any sum you owe us. We reserve the right to charge for administration costs incurred in recovering any sum you owe us and we reserve the right to employ debt collection agencies, to assign the right to collect your debt or to factor your debt to a third party for collection.
4.7.All subscription charges will be billed monthly in advance. If you are on a pay as you go contract, all call charges will be billed monthly in advance. If you are on a contract based subscription pckage, all usage-based charges will be billed monthly in arrears, together with and any other charges which Vyspa Ltd decides to bill in arrears.
4.8.We can change the payment terms for any good reason, for instance, if you do not pay your bills on time.
4.9.You must notify Vyspa Ltd in writing within 7 days after the date of your debit or credit card statement if you dispute any Vyspa Ltd charges. Billing disputes must be notified to firstname.lastname@example.org
4.10.You must use the Service for normal, reasonable and personal use ("Permitted Use"). If you use the Service otherwise than for Permitted Use, we may at our sole option either suspend the Service immediately and offer you an alternative call plan or terminate the Service immediately. In the case of any termination you will be responsible for paying all charges under your applicable call plan including without limitation unbilled charges, applicable disconnection fees and other charges all of which immediately become due and payable. Each of the following will be considered when evaluating whether your behaviour is outside of Permitted Use:
4.10.1.persistent use by or for others who do not live with you;
4.10.2.operating a call centre;
4.10.3.resale to others;
4.10.4.auto-dialing or fax/voice blasts;
4.10.5.use without making a live call;
4.10.6.unique numbers called;
4.10.7.different numbers called;
4.10.8.call forwarding/transferring; and
4.11.The examples of behaviour listed in clause 4.10 above are not intended to be exhaustive and we reserve the right to take into account other examples of behaviour that we may determine to be relevant when deciding whether or not your usage constitutes Permitted Use.
4.12.The Service is provided primarily for continuous live dialogue between two individuals. Lack of continuous dialogue activity, excessive conferencing or call forwarding will be considered indicators that use may be inconsistent with normal Permitted Use by other Vyspa Ltd customers.
4.13.You may only use the Service for lawful and appropriate purposes. You may not use the Service in any way that is unlawful, fraudulent, improper or inappropriate. You may not use any automated means to manipulate the Service or use the Service to violate any law, rule, regulation or any third party's intellectual property or personal rights.
4.14.We reserve the right to review your account if account usage is outside normal Permitted Use standards, impermissible or detrimental to other customers' ability to use the Service or adversely affects our operations.
4.15.If you accept an equipment upgrade, special offer, promotion or benefit, such as a free month of service, free installation, a rebate or other incentive, there may be a term commitment associated with the benefit you accepted ("Commitment"). The Commitment will be disclosed as part of the promotion. The Commitment begins on the date you activate the new equipment or accept the special offer, promotion or benefit. If your Service is disconnected prior to the end of the Commitment period, you agree to pay Vyspa Ltd a recovery fee in an amount equal to the difference between the price you paid and the suggested retail price (SRP) of the goods, service or other benefit you received at the time the Commitment period began. Recovery fees are cumulative and in addition to any other charges or fees you may owe Vyspa Ltd, including any applicable disconnection fees.
You have the right to return any product purchased from us within 7 days and expect a full refund provided you comply with all the terms of the Distance Selling Regulations 2000. Handsets supplied for use with on the Vyspa Anywhere platform are specially customised with our in built VPN and therefore are not eligible for return or refund.
6.Ownership and Risk
Where Vyspa Ltd supplies the Equipment to you, the Equipment remains the property of Vyspa Ltd and you must take good care of it. You bear all risk of loss or theft of, or damage to, the Equipment.
7.Changing the Agreement
7.1.We may at any time change the terms and conditions of this Agreement, any policy or document referred to in this Agreement, our charges and call plans by posting changes on the "Dashboard" section (front screen) of your web account which you access at Vyspa Ltd's website (www.Vyspa.com). We shall endeavour to notify you of changes to call plans and charges at least 5 days before they are due to take effect, however, we may have to make changes without giving the full 5 days' notice. You agree that if you use the Service after any changes take effect you will be bound by the changes. You may contact us at any time on the telephone number posted on our web site for details of changes to charges and call plans or visit our website at www.Vyspa.com.
7.2.Provided you have not used the Service following any change as described in clause 7.1, you may end this Agreement without incurring any applicable disconnection fee if the changes are significantly to your detriment provided that you will remain liable for all charges due up until the date of termination. To exercise your right of termination you will need first to give us notice by telephoning us.
8.1.We warrant that we shall provide the Service with reasonable skill and care, within a reasonable time and substantially as described in this Agreement. We do not warrant that the provision of the Service will be fault free or uninterrupted but will use all reasonable skill and care to provide and maintain the Service. We do not make any other promises or warranties about the Service. You acknowledge and agree that in entering into this Agreement you do not do so on the basis of, and do not rely on any representation, warranty or other provision except as expressly provided in this Agreement and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Equipment and the Service is made available @as is@ for your own use only. Nothing in this Agreement affects your statutory rights.
8.2.We will provide a limited warranty on Equipment covering manufacturing defects only for a period of one (1) year from the date of Service activation. If Equipment supplied by us is faulty because of manufacturing defects you must report the fault by telephoning us promptly and we shall replace the Equipment for you provided the faulty Equipment is returned to us (to such address as shall be notified to you by Vyspa Ltd) within a period of 30 days following the date on which the fault was reported to us. The faulty Equipment must be returned to us in its original packaging with the universal product code or bar code intact. All components, manuals and registration cards must be included. You will be charged for the replacement Equipment (including our delivery costs). The amount charged for the replacement Equipment (excluding our delivery costs) will be credited back to you provided we receive the faulty Equipment within 30 days following the date on which the fault was reported to us and provided further that the fault is not caused by abuse or negligence while in your care.
9.Liability and Indemnity
9.1.Nothing in this Agreement excludes or limits our liability for death or personal injury caused to you by our negligence, or for any liability that cannot be excluded or limited by law.
9.2.You accept and agree that you will have no claim against us or any underlying network access provider if you are unable to access the Service and the exclusions and limitations of liability in this clause 9 shall apply to all claims arising from your use of the Service including claims against our network access providers.
9.3.We shall not be liable you or any third party in contract, tort, including any liability for negligence or breach of statutory duty, or otherwise, for any loss of revenue, business, anticipated savings, profits, (whether or not in each case they are considered to be direct or indirect losses) corruption or destruction of data, or for any indirect or consequential loss howsoever arising, or in connection with any computer virus or system failure even if we are expressly advised of the possibility of such damage or loss.
9.4.Except in the case of clause 9.1, our liability to you (if any) for direct loss or damages in contract, tort, including negligence or breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall be limited to £1,000 per incident or series of connected incidents and £5,000 in any 12 month period.
9.5.In the event of any failure in the Service or Equipment, we shall not be liable to you for any charges incurred by you should you divert your traffic to another provider.
9.6.You will indemnify Vyspa Ltd from and against any and all costs, expenses, (including reasonable legal fees), claims, demands and actions arising from or related to any breach of this Agreement or any misuse of the Service or Equipment (whether or not supplied by Vyspa Ltd).
10.Matters Outside Our Control
We shall not be liable to you or be in breach of this Agreement for any delay or failure in performance if such delay or failure is due to a cause beyond our reasonable control.
11.Disputes, Number Porting Compensation and Complaints Resolution
Details of our disputes and complaints resolution process, how to claim under our Number Porting Compensation Scheme and how a dispute may be handled through an independent Ofcom approved adjudication scheme can be found in our Customer Complaints Code
13.Licence and Intellectual Property
13.1.Vyspa Ltd grants to you a non exclusive non-transferable licence to use the software in the Equipment ('Software') for the purpose for which it is intended and for no other purpose. You will not reproduce the Software and you will keep the Software in confidence. You will not (to the extent that Vyspa Ltd cannot prohibit such acts by law) modify, adapt, translate, reverse engineer, decompile or disassemble the Software or create any derivative work based thereon or merge or include the Software with or in any other software.
13.2.All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of Vyspa Ltd are and shall remain the exclusive property of Vyspa Ltd throughout the world. Nothing in this Agreement shall grant you the right or licence to use such marks.
14.1.We can record any conversations between you and our staff.
14.2.If we fail to enforce a right under this Agreement, that failure will not prevent us from enforcing other rights, or the same type of right on a later occasion.
14.3.If a clause or condition of this Agreement is not legally effective, the remainder of this Agreement shall be effective. We can replace any clause or condition that is not legally effective with a clause or condition of similar meaning that is.
14.4.Except as provided in clause 8.2, nothing in this Agreement confers on any third party any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
14.5.You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent.
14.6.Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding termination or expiry of this Agreement.
14.7.This Agreement represents the entire agreement and understanding between us in relation to the subject matter hereof and supersedes all prior understandings and representations, whether written or oral. This clause shall not affect the parties' rights and remedies in respect of any fraudulent misrepresentation.
14.8.This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.
14.9.We shall not be liable to you for any loss or damage due to any cause beyond our reasonable control such as failure or shortage of power supplies, acts or omissions of other communications providers, compliance with any law or court order, acts or omissions of local or central government or other competent authorities.