Call Handling Services – Standard Terms and Conditions
Version: 1.0.2
Modified: 22/08/2024
Initial version: 01/08/2023
1. TERMS DEFINITIONS
2. OVERVIEW
3. CONTRACT AGREEMENT AND STRUCTURE
4. SUPPLEMENTARY POLICIES, TERMS AND CONDITIONS
5. THIRD-PARTY PROVIDERS
6. QUOTE AND STATEMENT OF WORK (SOW)
7. ACTIVE AND CONCURRENT USERS AND PROVISIONING MODALITIES
8. THE SERVICES AND SERVICE LEVEL AGREEMENT (SLA)
9. METERED USAGE AND ADD-ONS
10. SERVICE MAINTENANCE AND INTERRUPTION
11. MODIFICATION OF SERVICE
12. CUSTOMER’S OBLIGATIONS
13. FAIR USE POLICY
14. CONFIDENTIALITY AND ANNOUNCEMENTS
15. CUSTOMER DATA AND DATA PROTECTION
16. INTELLECTUAL PROPERTY
17. LIMITATION OF LIABILITY
18. TERMINATION FOR BREACH
19. AUTOMATIC RENEWAL AND TERMINATION
20. FORCE MAJEURE
21. DISPUTE RESOLUTION
22. ASSIGNMENT
23. THIRD-PARTIES
24. GOVERNING LAW
1. TERMS DEFINITIONS
Under the provisions of these Terms and Conditions, words written in capital letters shall be assigned the meanings described in Schedule 1.2. OVERVIEW
These General Terms and Conditions present the terms and conditions relating to the usage of the Services furnished by Call Handling to the Customer, as specified in a Quote.
3. CONTRACT AGREEMENT AND STRUCTURE
3.1 These General Terms and Conditions detail the terms and conditions under which the Customer is granted the permission to utilise the Services (as described in a Quote issued by Call Handling, agreed upon between the Customer and Call Handling, and duly signed by the Customer).
3.2 In case of a conflict between these General Terms and Conditions and any agreed-upon additional terms with the Customer, these General Terms and Conditions will take precedence concerning the Services.
4. SUPPLEMENTARY POLICIES, TERMS AND CONDITIONS
4.1 Certain Services may be subject to additional policies, terms and conditions, including any relevant Fair Use policies. These conditions may also encompass Third-Party terms related to Third-Party Software. The Customer agrees to be bound by and use the Services following such supplementary policies, terms and conditions.
4.2 These supplementary policies, terms and conditions will be duly communicated and made accessible to the Customer. This includes, but is not limited to, publishing on Call Handling’s official website, or through direct communication with the Customer such as emails. By using Call Handling’s services, the Customer agrees to regularly check Call Handling’s website and their provided email address for any such updates.
5. THIRD-PARTY PROVIDERS
5.1 Call Handling may offer Third-Party Integrations as part of its solutions and services. Where any services are supplied by a Third-Party, Call Handling will make it clear to the Customer. To the extent the Customer subscribes to use such Third-Party Integrations, the Customer shall agree separately to all required Third-Party Integrations Terms with the provider of such Third-Party Integrations, in addition to the terms applicable to the Services provided by Call Handling.
5.2 Unless explicitly stated in the applicable Service Level Agreement (SLA), Call Handling is not responsible for any support relating to such Third-Party Integrations nor has any liability relating to any and all claims arising from the Customer’s use or misuse of the Third-Party Integrations or breach of applicable Third-Party Integrations Terms.
5.3 The Customer acknowledges that the provided Services may facilitate or support accessing website content, communicating with, and purchasing products and services from Third-Parties through their websites, all at the Customer’s sole discretion and risk. Call Handling offers no guarantees, representations, or commitments and bears no responsibility or obligations concerning the content or usage of, or communication with, any such Third-Party websites, or any transactions conducted and agreements made by the Customer with any such Third-Parties. Any agreement established and transaction carried out through a Third-Party website is solely between the Customer and the respective Third-Party, not involving Call Handling. Call Handling neither endorses nor approves any Third-Party website or the content made available through the Services.
6. QUOTE AND STATEMENT OF WORK (SOW)
6.1 The Services to be provided to the Customer by Call Handling are outlined in a Quote agreed upon by both the Customer and Call Handling.
6.2 An Order shall be deemed as a Quote duly signed by the Customer, signifying their agreement to procure the Services outlined in the Quote from Call Handling, subject to the terms and conditions set forth in this Agreement. The Customer is prohibited from utilising the Service in the absence of a valid Agreement with Call Handling.
6.3 An Order shall be deemed to have been accepted on the date that Call Handling receives a duly signed Quote from the Customer (“Commencement Date”).
6.4 The Quote shall itemise any charges that are immediately due at the Commencement Date, including but not limited to, partial or complete payment of implementation fees for delivering the services specified in the Quote. By signing the Quote, the Customer agrees to pay the listed fees therein. The Customer understands and agrees that failure to make the required payments may lead to the services being withheld or inaccessible to them.
6.5 If setup and implementation tasks are necessary, a Statement of Work (“SOW”) will detail the work to be performed, the specifications for going live, and a commencement date for the service (“Start of Service Date”). If a testing phase is indicated in the SOW, a testing period (“Test Period”) will also be explicitly stated within the SOW.
6.6 Call Handling reserves the right to modify any of these General Terms and Conditions by giving 30 days’ prior written notice. Service prices are specified in the Quote between the Customer and Call Handling.
However, the obligation to provide advance notice does not apply to changes mandated by applicable laws, regulations, or government authorities, or to Fair Use policy adjustments made to safeguard the security, functionality, and integrity of the Services.
7. ACTIVE AND CONCURRENT USERS AND PROVISIONING MODALITIES
7.1 The Quote will include the information on whether the Customer will select the Active User or Concurrent User billing modality.
7.2 Active Users are distinct users with access to the Contact Centre solution during a Billing Period.
7.3 Active User Calculation:
(a) For the purposes of this Agreement, active users shall be calculated based on the number of unique users who were Active on the Call Handling system during specified Billing Period.
(b) Whether a User is Active or not will be determined by recording the Events generated by the User within the Call Handling system. If the system has generated one or more Events triggered by the User activity, then that User is classified as Active in that Billing Period
(c) The Customer acknowledges that the method of calculating Active Users as described herein is the basis for determining active users under this Agreement and agrees to be bound by the results generated through this method.
7.4 Concurrent Users represent the maximum number of distinct users who may access and use the Call Handling system simultaneously within a given billing period.
7.5 Concurrent User Calculation:
(a) For the purposes of this Agreement, Concurrent Users shall be calculated based on the peak number of Users utilising the system at the same time (Maximum Concurrent Users) during the Billing Period, including both Web Users and Active Users.
(b) To calculate Concurrent Users Call Handling shall maintain sessions for each User. A Session is a period of time where the system considers a User to be utilising the system.
(c) A Session is started from any User Activity or Event, and is completed with 15 minutes of inactivity.
(d) A Session initiates when a User signals their readiness for work. If a User is designated as Active for work and is not otherwise occupied on the Call Handling system, this session will continue until they declare themselves unavailable by logging out. As a result, Active User sessions shall not be concluded by the 15-minute inactivity timer mentioned in the 7.5(c).
(e) The maximum concurrent users are computed by tallying the peak number of overlapping sessions wherein the sessions overlap for over 15 minutes. The 15-minute window takes into account the activity timeout and also provides Users with a grace period to transition between shifts
(f) The Customer acknowledges that the method of calculating concurrent Users as described herein is the basis for determining concurrent Users under this Agreement and agrees to be bound by the results generated through this method.
7.6 The Quote will establish a minimum commitment for the number of Users for which Call Handling will bill the Customer every billing period. Additionally Call Handling will invoice the Customer monthly for any usage exceeding the minimum commitment.
7.7 Call Handling shall raise an invoice at the beginning of each Billing Period encompassing the billable Metered Usage for the previous Billing Period as well as the agreed subscription fees due in advance for the current Billing Period. The invoice will display the base plan licence quantity as well as the user licence overage quantity. Licence overage quantity is calculated by taking Active or Concurrent User count for the last Billing Period and deducting the base plan licence quantity. In addition to licence overage, Metered Usage includes excess call minutes, excess SMS text messages, or any other usage fees agreed upon in the Quote for Services over and above any permitted free allowance included in Usage Bundles.
7.8 Call Handling will choose between Fully Managed Provisioning and Self Provisioning depending on the specific needs of the customer and the status of Call Handling provisioning solutions. In the case of Self Provisioning, the Customer is responsible for creating new Users and granting them access to the Contact Centre services provided by Call Handling. The chosen provisioning method will be specified in the Quote between the Customer and Call Handling. Call Handling will assist in the initial setup of the provisioning as part of the SOW.
8. THE SERVICES AND SERVICE LEVEL AGREEMENT (SLA)
8.1 Call Handling is responsible for delivering the agreed-upon Services in accordance with a SOW.
8.2 Should the Services be subject to a Service Level Agreement (SLA) as arranged with Call Handling, Call Handling assumes responsibility for support relating to the Services, as detailed in the SLA.
9. METERED USAGE AND ADD-ONS
9.1 Call Handling offers Services which incorporate Metered Usage billing. Metered Usage Services entail a price per unit consumed, including but not limited to “pence per minute” (ppm) charges for receiving inbound calls via telephone numbers furnished by Call Handling, or routed to Call Handling systems, or making outbound calls via Call Handling’s telephony or web-based Services, or “pence per text” (ppt) charges for sending or receiving SMS text messages.
9.2 In instances where Metered Usage charges are applicable, Call Handling shall provide the Customer with a rate sheet delineating the price per unit for any Services or products the Customer has agreed to procure from Call Handling, as set forth in the signed Quote.
Metered Usage fees are determined by various factors, including wholesale rates from network carriers that supply metered use services to Call Handling, and are consequently subject to change. Call Handling reserves the right to modify the Metered Usage rates for the Services following a notice period of no less than 30 days to the Customer.
9.3 Call Handling may propose Usage Bundles, which consist of an allotment of Metered Usage units offered to the Customer at a reduced price per unit sold. Furthermore, Call Handling may extend one or more complimentary Usage Bundles for each user licence a Customer commits to purchase during each billing period in their subscribed Plan of Service.
9.4 For each Billing Period, Call Handling will compute the Metered Usage for each unit type in the preceding billing and deduct the aggregate of all the Usage Bundles applicable to the Customer’s account for the billing period in question. If the Metered Usage surpasses the total allocation of units in the relevant Usage Bundles, Call Handling will levy a charge for the Excess Usage at the price per unit specified in the Customer’s current rate sheet.
9.5 In cases where a Plan of Service comprises complimentary Usage Bundles, these bundles are applied solely to the total number of committed user licences purchased by the Customer during the billing period. Any additional user licences that incur overage fees on a monthly basis do not qualify for a Usage Bundle.
9.6 Distinct Service Plans allow access to various features and products within Call Handling’s product range. If a Customer wishes to incorporate features not encompassed in their Service Plan, Call Handling may provide these features for an extra fee per feature per billing period. Additional Features not contained within a Service Plan are referred to as “Add-Ons” and will be specified in the Quote.
9.7 Add-Ons are billed either per user or per account. User Add-Ons do not require a minimum commitment. Each billing period, Call Handling determines the number of licences utilised, according to the selected modality (Active or Concurrent), in the previous billing period and issues a charge for each user Add-On per licence. Account Add-Ons, on the other hand, incur a single charge per Add-On, billed once every Billing Period.
9.8 By affixing their signature to the Quote, the client agrees to pay for any excess Metered Usage and Add-On Charges invoiced during each billing period.
10. SERVICE MAINTENANCE AND INTERRUPTION
10.1 Call Handling reserves the right to perform repair, maintenance, upgrades, updates, or enhancements on its Contact Centre infrastructure, website(s), and Services, in line with the applicable terms and Maintenance Windows.
10.2 Call Handling shall provide at least 24 hours’ notice for scheduled Maintenance Windows through Call Handling web interfaces and/or the Call Handling’s Status website: https://status.callhandling.co.uk/.
10.3 Notwithstanding Maintenance Windows, Call Handling may interrupt or suspend Services as necessary to conduct maintenance operations:
(a) for operational testing, monitoring, preventive or corrective repair, or adjustment to the Call Handling System, in whole or in part;
(b) when, in Call Handling’s reasonable opinion, it is necessary to preserve the integrity of the Call Handling System or any part thereof, or the overall quality of the Services;
(c) or to adhere to limitations set forth by public authorities.
10.4 In cases where maintenance occurs outside of the scheduled Maintenance Windows, Call Handling will endeavour to provide as much advance notice as reasonably possible and employ commercially reasonable efforts to minimise disruption to the use and operation of the Services.
11. MODIFICATION OF SERVICE
11.1 Call Handling reserves the right to modify the Service at any time by adding, removing, or altering features or functions, as well as providing fixes, updates, and upgrades, as long as these changes do not substantially affect the core features, functionality, or security of the Service. These changes may also involve the replacement or alteration of subcontractors, suppliers, or partners involved in the provision of the Service.
11.2 Should a change necessitate implementation by the Customer, Call Handling holds no liability for non-functionality of the Services resulting from the Customer’s failure to execute the requisite modifications.
11.3 In the event that Call Handling releases developments essential for the ongoing use of the Service, Call Handling shall provide such developments to the Customer when they become available to the majority of Call Handling’s customers. This clause does not obligate Call Handling to make available to the Customer any development that offers additional or new functionality (i.e., functionality not included in the current Service). Developments that introduce new or additional functionality may be made available to the Customer, subject to their agreement on any applicable charges and additional terms (when applicable).
11.4 Should Call Handling determine that there is a practical or commercial advantage in transferring the Services to an alternative platform owned by Call Handling on a different Network, Call Handling reserves the right to do so. This is subject to providing written notification to the Customer and ensuring that no additional service interruptions occur outside of the scheduled Maintenance Windows.
12. CUSTOMER’S OBLIGATIONS
12.1 The Customer shall adhere to the Implementation Schedule agreed upon with Call Handling and fulfil all stipulations outlined in the basic requirements relevant to the Service, including the provision of all information that enables Call Handling to comply with applicable laws, such as emergency number regulations and regulations pertinent to Contact Centres.
12.2 In cases where a Quote comprises recurring subscription fees, the Quote will indicate a Service Start Date, from which point the subscription fees will become payable. Moreover, any remaining implementation fees that have not been invoiced or paid will also fall due on the Service Start Date. If the Service Start Date is undetermined when the Quote is provided, it shall be no later than 90 days from the Commencement Date.
12.3 Call Handling Services shall endeavour to supply the products and services specified in the signed Quote within the time frame stipulated in the SOW. The Customer is responsible for furnishing all necessary information and/or data to Call Handling Services in a timely manner to facilitate the completion of implementation tasks outlined in the SOW and/or Implementation Schedule. The Customer acknowledges that any failure to provide the required information may lead to delays in the delivery of the Services and features specified in the SOW. In such instances, the Customer shall not be entitled to an extension of the Test Period or a postponement of the Service Start Date.
12.4 During the term of a Customer Agreement the Customer shall comply with all Applicable Laws, Acts, regulations and OFCOM’s directions or guidance with respect to its activities under this agreement.
12.5 The Services are provided for the Customer’s internal use exclusively and must not be resold, leased, transferred to a Third-Party, or otherwise employed for purposes other than their intended use without Call Handling’s written authorisation.
12.6 Should the Customer undertake actions resulting in an atypically high volume of traffic (e.g., campaigns) or other measures that hinder the ability to receive calls forwarded by Call Handling, or if the Customer encounters incidents or technical difficulties with similar effects, the Customer is obliged to promptly inform Call Handling. This notification enables Call Handling to implement corrective measures and avert potential issues within its own or other telecommunication operators’ networks. For the purposes of Clauses 11.4 and 11.5, an “abnormally high volume of traffic” is defined as a 100% increase in traffic volume compared to the average volume observed during the two months immediately preceding the surge.
12.7 Call Handling shall not be held liable for any issues or defects arising in the service due to the aforementioned abnormally high volume of traffic, provided that the Customer has failed to furnish a notice at least 20 Working Days prior to the anticipated surge in traffic volume.
12.8 Irrespective of prior notification, should an increase in traffic result in issues that, in Call Handling’s judgement, could potentially cause significant difficulties within the network or for other Call Handling customers, Call Handling reserves the right to restrict or terminate the Service in order to rectify or avert such complications.
12.9 The Customer shall be responsible for adhering to all relevant laws and regulations pertaining to its business whilst utilising the Services (inclusive of usage by its Users), encompassing marketing legislation, the legal basis for processing personal data, and the UK General Data Protection Regulation. Additionally, the Customer is obligated to comply with the prevailing rules governing the marketing and presentation of its services at all times.
13. FAIR USE POLICY
13.1 The Customer acknowledges that certain features and services provided under this Agreement may be subject to a Fair Use Policy (the “Policy”). The Policy outlines the specific terms and conditions applicable to the fair use of these features and services in order to ensure a quality experience for all users and prevent abuse.
13.2 The Policy is incorporated into this Agreement by reference and forms an integral part of the terms and conditions set forth herein. The Customer agrees to comply with the Policy, as may be amended from time to time by Call Handling, in their use of the features and services subject to the Policy.
13.3 Any breach of the Policy by the Customer may result in the suspension, limitation, or termination of access to the affected features or services, an increase in the minimum number of licences the Customer is required to pay for per period, as well as any other remedies available to Call Handling under this Agreement or at law.
13.4 Call Handling shall provide the Customer with a copy of the Policy upon request or upon the commencement of the Agreement, whichever occurs first. Additionally, the Customer may access the most current version of the Policy on Call Handling’s website or through another designated platform. Despite these efforts, the Customer remains responsible for regularly reviewing the Policy to ensure compliance with any updates or modifications. Continued use of the features and services subject to the Policy shall constitute the Customer’s acceptance of any such changes.
13.5 The Customer is responsible for regularly reviewing the Policy to ensure compliance with any updates or modifications. Continued use of the features and services subject to the Policy shall constitute the Customer’s acceptance of any such changes.
13.6 The Customer, along with its Users and Users, shall not: (i) bypass or undermine any technological features or security measures incorporated within the Services; (ii) infringe upon or violate Call Handling’s or any Third-Party’s Intellectual Property Rights; (iii) transmit any unlawful content, except for internal escalation purposes or as mandated by law enforcement; (iv) engage in spamming or other unsolicited advertising; (v) participate in fraudulent activities to the detriment of Third-Parties or utilise the Services to circumvent phone identification systems; (vi) employ the Service in a manner likely to disrupt the provision of Services to other users.
13.7 The Customer shall bear exclusive responsibility for all activities conducted under its account.
13.8 In the event that the Customer utilises the Services to record or monitor calls or other communications across various channels, the Customer must adhere to all relevant laws pertaining to such activities, including obtaining any necessary consents.
14. CONFIDENTIALITY AND ANNOUNCEMENTS
14.1 Each Party receiving Confidential Information (“Recipient”) from the other (“Disclosing Party”) shall maintain the confidentiality of that information and adhere to this clause 13. Specifically, the Recipient shall:
(a) employ the Disclosing Party’s Confidential Information exclusively to meet its responsibilities under these General Terms and Conditions;
(b) guarantee the security of the Confidential Information disclosed by the Disclosing Party and shall implement security measures and exercise the same level of care in safeguarding the Disclosing Party’s Confidential Information as it does with its own proprietary or confidential information, with no reduction in security measures or level of care;
(c) refrain from disclosing the Disclosing Party’s Confidential Information to any Third-Party without the Disclosing Party’s prior written consent or in accordance with this Clause 13.
14.2 Despite Clause 14.1, the Recipient may disclose the Disclosing Party’s Confidential Information to its directors, employees, subcontractors, or other Third-Parties directly involved in, and requiring knowledge of such Confidential Information for the purpose of, providing or receiving the Services.
14.3 The confidentiality obligations specified in this Clause 14 shall not apply:
(a) upon receiving explicit prior written approval for disclosure from the Disclosing Party;
(b) to Confidential Information that, on the Effective Date, is or subsequently becomes publicly available (excluding instances where it results from a violation of this Clause 14);
(c) in cases where the Recipient can prove that the information was acquired, free from constraints on its usage or disclosure, from a Third-Party permitted to divulge the information;
(d) when disclosure is made to any prospective or actual successor supplier, on the condition that such Third-Party consents to confidentiality commitments equivalent to those set forth in this Clause 14;
(e) when the information was independently developed by or for the Recipient, without any connection to information received under this Agreement and by individuals who had no access to, or knowledge of, that information.
14.4 Clause 14 shall not be breached by a Party if the disclosure of the other Party’s Confidential Information is demanded by a court or regulatory authority of competent jurisdiction. When practical and/or permissible, the Party disclosing the Confidential Information shall liaise with the Disclosing Party regarding the specifics of the disclosure, including the terms, content, or timing, and shall make reasonable attempts to restrict the extent of the required disclosure and maintain the confidentiality of the disclosed Confidential Information to the maximum degree feasible.
14.5 Call Handling is permitted to:
(a) expose or allow the unveiling of the existence of the Customer Agreement to any Third-Party;
(b) reveal the Customer’s identity as a client to any Third-Party; and
(c) utilise the Customer’s name and/or brand for promotional, marketing, or order-related purposes.
15. CUSTOMER DATA AND DATA PROTECTION
15.1 Call Handling acts as the data controller for services and processes where it manages personal data relating to the Customer and the Customer’s Users, insofar as Call Handling establishes the purpose of the processing and the means (tools and/or security mechanisms) utilised. This includes the provision of electronic telecommunication services, such as fixed-line and SMS.
15.2 For these services, Call Handling shall process data in compliance with applicable laws and regulations, including the UK GDPR and local electronic communication legislation. To ensure transparency and provide further details on how personal data is managed, protected, and processed, Call Handling maintains a comprehensive Data Protection Policy. The policy outlines our commitment to safeguarding personal information, the types of data collected, the purposes of data collection, data subject rights, and the measures taken to secure the data. Customers and Users are encouraged to review our Data Protection Policy for a complete understanding of our data practices.
15.3 By agreeing to these General Terms and Conditions, the Customer acknowledges and accepts the terms set forth in Call Handling’s Data Protection Statement and the Data Protection Policy.
15.3 By agreeing to these General Terms and Conditions, the Customer acknowledges and accepts the terms set forth in Call Handling’s Data Protection Policy, which can be accessed via [Call Handling’s Data Protection Policy].
15.4 For other services, Call Handling may act as a data processor, processing Customer Data in accordance with the Customer’s instructions. The Customer is responsible for ensuring a lawful purpose and legal basis for the processing of personal data for which Call Handling serves as a data processor.
16. INTELLECTUAL PROPERTY
16.1 The Customer acknowledges that all Intellectual Property Rights in the Call Handling System (including the platforms within the system), the Services, and any Call Handling Developments (both current and future) and any modifications thereof, belong exclusively to, or are licensed to, Call Handling or a Call Handling Affiliate. The Customer shall not be entitled to copy, modify, reverse engineer, or adapt any elements of the aforementioned items. This Agreement does not grant the Customer any rights to or in Call Handling’s Intellectual Property Rights, except as expressly stated herein.
16.2 None of the provisions within these General Terms and Conditions shall be construed as the transfer or assignment of any Intellectual Property Rights by Call Handling or the Customer.
16.3 The Customer shall assume responsibility for any necessary Third-Party clearances and shall be held accountable for any costs associated with the utilisation of the Services, including but not limited to the distribution of content (e.g., music, pictures) through the Service.
16.4 The Customer shall assume responsibility for any necessary Third-Party clearances and shall be held accountable for any costs associated with the utilisation of the Services, including but not limited to the distribution of content (e.g., music, pictures) through the Service.
17. LIMITATION OF LIABILITY
17.1 Both parties agree that they will not attempt to limit or exclude their liability in the following cases: (a) death or personal injury, (b) fraud or fraudulent misrepresentation, (c) breach of the implied warranties as to title, or (d) any other liability that cannot be limited or excluded by law.
17.2 The Customer shall assume responsibility for any necessary Third-Party clearances and shall be held accountable for any costs associated with the utilisation of the Services, including but not limited to the distribution of content (e.g., music, pictures) through the Service.
17.3 Call Handling’s total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, and arising under or in connection with the Customer’s use of the Service, shall be capped at 50% of the annual Fixed Periodic Fees paid to Call Handling.
17.4 Except as provided in clause 17.1, neither Party shall be liable to the other Party for any indirect, consequential, or special loss that arises from, or relates to, the Customer’s use of the Service. This includes, but is not limited to, loss of profit, loss of goodwill or reputation, loss of business or business opportunity, loss of anticipated savings, or loss or corruption of data or information, regardless of whether such types of loss were foreseeable.
18. TERMINATION FOR BREACH
18.1 Termination by Either Party: Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) The other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so;
(b) The other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(d) The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) The other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) An application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) The holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) A person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(j) A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(k) Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.1(c) to clause 18.1(j) (inclusive);
(l) The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(m) The other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
18.2 Definition of Material Breach: For the purposes of clause 18.1.
(a) a material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from: (a) a substantial portion of this agreement; or
(b) any of the obligations set out in clauses 3.1 (Service Delivery), 4.2 (Customer Obligations), 6.1 (Confidentiality), and 7.3 (Intellectual Property Rights), over the term of this agreement or any 12-month period during the term of this agreement.
In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
18.3 Supplier’s Right to Terminate: Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:
(a) The Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or
(b) There is a change of control of the Customer.
19. AUTOMATIC RENEWAL AND TERMINATION
Upon the expiration of the Minimum Term specified in the signed Quote, this Agreement shall automatically renew, incorporating the same terms, conditions, and payment provisions in effect on the Renewal Date. Following the conclusion of the initial Minimum Term, either Party may terminate this Agreement by providing a written notice of termination to the other Party at least ninety (90) days prior to the desired Termination Date.
20. FORCE MAJEURE
In a Force Majeure Event, neither Party shall be held liable for the failure to execute any obligations under the General Terms and Conditions, as long as reasonable efforts are made to alleviate and minimise the impact of such an event.21. DISPUTE RESOLUTION
In the event that any dispute, controversy, or claim arises from or relates to these General Terms and Conditions, and such matter cannot be resolved through negotiation, the dispute shall be settled by the English courts. Each Party hereby consents and submits to the exclusive jurisdiction of the English courts in any such dispute.
22. ASSIGNMENT
The Customer is prohibited from assigning, sublicensing, or transferring its rights under this Agreement, whether by way of merger or demerger, without the prior written approval of Call Handling. Such approval shall not be unreasonably withheld. Call Handling reserves the right to assign, sublicense, transfer, or otherwise dispose of any of its rights or obligations under this Agreement to any of its Affiliates, or to any other entity to which Call Handling may sell, transfer, convey, assign, or lease all or substantially all of its assets or properties, including by way of a merger or demerger.
23. THIRD-PARTIES
The Contracts (Rights of Third-Parties) Act 1999 or any other applicable law does not enable any person who is not a Party to the Agreement to enforce any express or implied term of the Agreement. Only the Parties to the Agreement have the right to enforce its terms.
24. GOVERNING LAW
The laws of England and Wales shall govern and interpret these General Terms and Conditions.Schedule 1 – Definitions
“Account” | Refers to the unique profile established by the Customer with Call Handling, which contains their relevant information, settings, and access to subscribed Services, Plans and Bundles. The Account facilitates communication, billing, and management of the contractual relationship between the Customer and Call Handling in accordance with the Terms and Conditions set forth in the Agreement. |
“Add-On(s)” | Refers to any supplementary service feature or product not encompassed within a base licence plan, for which the Customer consents to incur additional charges, over and above their customary subscribed and overage licence fees, as specified in the relevant contractual agreement. |
“Add-On Charges” | Refer to fees incurred for additional features or services that are billed either per User or per Account. User Add-Ons have no minimum commitment and are charged based on the number of licences utilised during the previous billing period, according to the selected modality (Active or Concurrent). Each User Add-On is charged per licence for every Billing Period. Account Add-Ons, in contrast, are billed as a single charge per Add-On for each Billing Period, irrespective of the number of users or licences. |
“Affiliate of Call Handling” | Means any company or other business entity that, at any given time, exercises control over, is controlled by, or shares common control with Call Handling, where “control” refers to the direct or indirect ownership of: (i) 50% or more of the voting shares or voting interests in such corporation or other entity; or (ii) 50% or more of the profit or income interests in the case of a business entity other than a corporation; or (iii) in the case of a partnership, any similar interest in the general partner. |
“Agreement” | Refers to this Terms and Conditions for Use of Call Handling Services Agreement. |
“Billing Period” | Refers to the time frame between the start date and end date during which a Customer’s usage and agreed charges are evaluated. Unless otherwise stipulated in writing, a Customer’s Billing Period shall commence on the first day of each calendar month and conclude on the final day of the same calendar month. All Metered Usage, user licence consumption, overage charges, or any recurring charges consented to by the Customer as per the Quote and/or SOW shall be calculated and invoiced for each Billing Period. |
“Call Handling” | Means Call Handling Services Limited and any Affiliate of Call Handling. |
“Call Handling Developments” | Any revisions, advancements, new editions, refinements, alterations, augmentations, innovations, or developments crafted by Call Handling concerning the Call Handling System for utilisation in conjunction with the Call Handling System and/or the delivery of the Services. |
“Call Handling System” | The system or software owned and/or operated by Call Handling or a Call Handling’s Affiliate. |
“Communication Fees” | Refers to all electronic communication charges, including SMS and voice traffic expenses, generated by the Customer’s use of the Services and billed by Call Handling. |
“Confidential Information” | Refers to the non-public confidential or proprietary information of the disclosing Party, which is either (a) explicitly labelled as confidential during disclosure or (b) reasonably understood to be confidential based on the context of the disclosure and the nature of the information. |
“Customer” | Means the Party described as customer to Call Handling in a SOW and Quote. |
“Customer’s Account” | See “Account”. |
“Customer Agreement” | The contract between Customer and Call Handling including Appendices, and any document expressly referred to by this document, and in each case as amended or varied from time to time, but explicitly excluding any documentation or offers prior to the date of this Agreement unless explicitly referred to in this Agreement. All other terms and conditions contained in any Customer purchase order or other document not expressly referenced in these Terms and Conditions will have no effect. |
“Customer Data” | Refers to the content of calls, SMS messages, email messages, voicemails, voice recordings, shared files, conferences, call metadata, configuration data, or other communications transmitted or stored while using the Call Handling Service, as well as information about the Customer’s Users and Users. |
“Customer Equipment” | Refers to any device, technology, software (excluding software licensed and provided by Call Handling to the Customer) or supplementary facilities that the Customer or its End Users might occasionally use for making and/or receiving communications with End Users. |
“Data Controller” | As defined in the UK GDPR |
“Data Processor” | As defined in the UK GDPR |
“Data Protection Law” | Refers to any relevant laws and regulations concerning the use or processing of personal data, including: (i) the UK GDPR; (ii) any laws or regulations ratifying, implementing, adopting, supplementing, or replacing the UK GDPR; and (iii) any laws and regulations implementing or made under EU Directive 2002/58/EC (as amended by 2009/136/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended, or replaced periodically. |
“Data Subject” | As defined in the UK GDPR |
“Disclosing Party” | Refers to the Party that discloses or provides Confidential Information to the other Party under the Terms and Conditions of this Agreement. |
“Effective Date” | The date that appears on the Statement of Work, from which an Agreement is effective. |
“End User” | A person who uses the Call Handling Service to communicate. |
“Excess Usage” | Means the number of Metered Usage units consumed over and above any pre-paid or complimentary usage bundle(s) that may be applicable for that Metered Usage service or product. |
“Fair Use Policy” | As set out in Clause 13 and the Quote duly signed by the Customer. |
“Fixed Periodic Fee(s)” | Refers to the recurring fees payable by the Customer for a specified number of minimum Active or Concurrent Users, granting the Customer access to the Call Handling Service. These fees are due regardless of the actual Active or Concurrent Users counted per billing period by Call Handling for the Customer’s Account. |
“Force Majeure Event” | Means any act, event, omission or circumstance beyond the reasonable control of Call Handling, including, without limitation, pandemic situations, regardless of whether this is defined as a public health emergency of international concern or not (including, but not limited to, virus infections such as COVID-19), disaster, cyberterrorism and cybercrime (including hacking, malware and any other deliberate disruption of computer networks), actual or threatened terrorist attack, failure by a utility provider to provide services or an industrial dispute affecting a Third-Party provider for which a substitute Third-Party is not reasonably available, provided in all cases that Call Handling has taken all steps (if any) which it could reasonably be expected to have taken in order to prevent such act or event occurring or preventing or adversely affecting the performance of its obligations. For the avoidance of doubt, it is agreed that a Force Majeure Event shall not include (i) the wilful act or negligence of or failure to take all reasonable precautions by Call Handling, or (ii) the failure of any hardware, software, telecommunications or other system components (including, in the case of Call Handling, the Call Handling System) unless and to the extent that such failure occurs as a consequence of one or more events described above (or any event similar, equivalent or analogous thereto). |
“Implementation Schedule” | A schedule of when information or completed tasks must be delivered to Call Handling by the customer, or when Call Handling must deliver information or completed tasks to the Customer so that the Order for Services and Products can be completed and delivered by or before the Service Start Date. An Implementation schedule would normally be devised in consultation with the Customer and may form part of the Statement of Works (SOW). |
“Intellectual Property Rights” | All rights related to intellectual and industrial property, including but not limited to patents, utility models, inventions, applications for patents, copyrights (including source code), neighbouring rights, moral rights, database rights, author’s rights, rights of publicity, mask works, corporate names, trade names, trademarks, service marks, proprietary designations, registered designs, design rights, trade secrets, licensing rights, and any other intellectual or proprietary rights that may be recognized by any jurisdiction, whether currently existing or arising in the future, and the right to apply for registration of any of the foregoing, whether registered or unregistered, including any renewals or extensions of such rights. |
“Maintenance” | Refers to the regular and ongoing activities performed by Call Handling to ensure the optimal functioning, performance, and availability of the Services provided to the Customer under this Agreement. Maintenance activities may include, but are not limited to, software updates, bug fixes, system improvements, security enhancements, and the resolution of technical issues, all of which are carried out in compliance with the terms and conditions set forth in the Agreement. |
“Maintenance Window” | A period during which the Call Handling System is undergoing Maintenance as scheduled and communicated by Call Handling to the Customer using Call Handling’s web interfaces and/or the Call Handling’s Status website: https://status.callhandling.co.uk/. |
“Metered Usage” | Refers to services that incur charges based on the consumption of specific units, such as “pence per minute” (ppm) fees for inbound calls received through telephone numbers provided by Call Handling or routed to Call Handling systems, outbound calls made via Call Handling’s telephony or web-based Services, and “pence per text” (ppt) fees for sending or receiving SMS text messages. The cost of these services is determined by the quantity of units consumed during usage. |
“Minimum Term” | Refers to the minimum period of time for which the Agreement will be in effect between Call Handling and the Customer. The Minimum Term will be specified in the Quote duly signed by the Customer. |
“Order” | Refers to a signed Quote by the Customer, expressing their consent to acquire the Services specified in the Quote from Call Handling, in compliance with the terms and conditions established within this Agreement. |
“Overage Monthly Fee” | Means the amount by which the number of Active or Concurrent Users logged activating a user licence in Call Handling’s systems has exceeded above and beyond the minimum Active or Concurrent Users in the chosen Plan of service as stipulated in the Quote. Overage generates additional periodic fees charged by Call Handling per additional User and/or Users Activity in Call Handling’s systems above and beyond the minimum Active or Concurrent Users in the chosen Plan of service, as stipulated in the Quote. The Overage Monthly Fee is to be paid by the Customer for having exceeded the chosen Plan’s number Users and/or Users in any billing period. |
“Party” | The Parties to the Agreement each independently referred to as a “Party”, and collectively as the “Parties”. |
“Plan of Service” | Refers to one of the available subscription plans offered by Call Handling each comprising a distinct combination of features, products, services, or benefits, alongside a minimum number of licences and respective per-user pricing (Active or Concurrent). The Customer selects a suitable Plan of Service, which determines the charges incurred and the specific set of features made accessible to them, in accordance with the provisions set forth in these Terms and Conditions and with the signed Quote. |
“Policy” | Refers to the specific rules, guidelines, or protocols set forth by Call Handling that the Customer is expected to adhere to when using the Services. |
“Quote” | Written or digital document provided by Call Handling to the Customer, containing a detailed description of the Services to be provided, the associated fees or pricing structure, the proposed duration or term of the Services, and any other relevant terms and conditions specific to the provision of the Services. The Quote may be subject to acceptance, negotiation, or amendment between the Parties prior to the formation of a binding contractual agreement. |
“Renewal Date” | The date upon which the Agreement automatically renews, following the expiration of the Minimum Term specified in the signed Quote. The Renewal Date incorporates the same terms, conditions, and payment provisions in effect on the previous term. |
“Service(s)” | The services provided by Call Handling as set out in the SOW and agreed upon between Call Handling and the Customer in the Quote duly signed by the Customer. |
“Service Level Agreement (SLA)” | Refers to a separate document that outlines the specific performance standards, service quality metrics, and service availability targets to which Call Handling Services commits in the provision of the Services to the Customer. The SLA also details the procedures for monitoring and reporting on performance, the remedies or penalties for failing to meet the agreed-upon standards, and any exclusions or limitations applicable to the Service Level Agreement. |
“Service Plan” | See “Plan of Service” |
“Statement of Work (SOW)” | Means a document detailing work to be done by Call Handling and / or the Customer to complete the delivery of services agreed in the Quote. Depending on the Services to be provided, a SOW may include Call or User Flow flowcharts, scripts to be recorded, channel descriptions, channel or feature configurations, schedules for delivery of services or test phases. The format and content of a SOW will be agreed between Call Handling and the Customer after the services to be provided have been agreed upon. |
“Supplier” | Means the contracting entity having entered into the agreement with Call Handling to provide infrastructure used by Call Handling’s services to provide Services to Customer. |
“Termination Date” | The date upon which either Call Handling or the Customer may terminate this Agreement, following the conclusion of the initial Minimum Term. Either Party may terminate the Agreement by providing written notice of termination to the other Party at least ninety (90) days prior to the desired Termination Date. |
“Third-Party(ies)” | Refers to any individual(s) or entity(ies) other than the parties involved in the Agreement, such as subcontractors, service providers, or licensors. |
“Third-Party Integrations” | Refers to any software, application, platform, or system developed, owned, or maintained by an entity other than Call Handling Services, which is designed to interoperate, interface, or integrate with the Services provided under this contract, in order to enhance functionality, streamline processes, or facilitate communication between the Services and the Customer’s existing systems or Third-Party software. |
“Third-Party Integrations Terms” | Means all the rules and requirements, including licence terms that govern the provision or use of Third-Party Integrations. |
“Third-Party Software” | Refers to the software provided by Third-Party vendors that is specifically identified as such in any SOW or Quote, as well as any modifications, improvements, or new versions of the same. |
“Usage Bundles” | Refers to a set allowance of products or services, such as call minutes and SMS text messages, with the bundle itself being priced on a per-unit basis. |
“User” | Users, whether active or concurrent, are individual representatives designated by the Customer to manage customer interactions within the Contact Centre solution or to monitor, administer or otherwise consume any other product or service provided by Call Handling via our online portal(s). |
“VAT” | Refers to the Value Added Tax as defined by Her Majesty’s Revenue and Customs (HMRC). |
“Working Day(s)” | A weekday (Monday to Friday) excluding UK public holidays. |