Last updated: 5th March 2018
PLEASE READ THESE TERMS CAREFULLY
By purchasing the ‘Another Number Team Subscription’ service (“Team Subscription Service”) the person or entity named in the order (“you”) is agreeing to these terms and conditions (“Terms”) which will bind you. If you do not agree to these terms, you must not purchase the Team Subscription Service.
Your attention is particularly drawn to the provisions of Clause 12 (Limitation of liability).
1. ABOUT US
thumbtel limited (company number 06504172) (“we” and “us”) is a company registered in England and Wales. Our registered office, and main trading address, is at 14 East Bay Lane, Here East, Queen Elizabeth Olympic Park, London E15 2GW, United Kingdom. Our VAT number is 937494186. To contact us, please visit https://thumbtel.freshdesk.com/support/home.
2. OUR CONTRACT WITH YOU
2.1 These Terms apply to the order by you and supply of the Team Subscription Service by us (“Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1 Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Subject to these Terms, each order is an offer by you to purchase the Team Subscription Service specified in the order.
3.2 Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 After you place your order, you will receive an email from us acknowledging that we have received it. Our acceptance of your order takes place when we send an email to you to accept it (“Order Confirmation”), at which point and on which date (“Commencement Date”) the Contract between you and us will come into existence. The Contract will relate only to those services confirmed in the Order Confirmation.
3.4 If we are unable to supply you with the Team Subscription Service for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Team Subscription Service, we will refund you the full amount.
4.1 Subject to Clause 4.2, we will supply the Team Subscription Services in accordance with the specification appearing on our website at the date of your order in all material respects.
4.2 We reserve the right to amend the specification of the Team Subscription Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Team Subscription Services.
4.3 We warrant to you that the Services will be provided using reasonable care and skill.
4.4 We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Team Subscription Services by such dates will not give you the right to terminate the Contract.
4.5 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to permit Authorised Users to use the Team Subscription Services solely for your internal business purposes. You may not sub-license, assign or otherwise transfer the rights granted in this Clause 4.5. For the purposes of these Terms, “Authorised Users” shall means those employees, agents and independent contractors who are authorised by you to use the Team Subscription Services.
4.6 In relation to the Authorised Users, you undertake that:
(a)the maximum number of Authorised Users that access and use the Team Subscription Services shall not exceed the number of user subscriptions you have purchased from time to time;
(b)you will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Team Subscription Services; and
(c) you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 5 days of our written request at any time or times.
4.7 You may cancel the Team Subscription Services at any point by emailing us at email@example.com or using the link available via the Team Administrator’s account. Cancellation, together with your right to use any telephone numbers, will take effect immediately. You acknowledge that all fees you have paid are non-refundable.
5. TEAM ADMINISTRATOR
One individual must be selected to be the “team administrator” (“Team Administrator”). The Team Administrator is responsible for administering all Authorised Users’ access to the Another Number service and has the ability to, amongst other things:
(a)send an activation link to Authorised Users; and
(b)if enabled, view: (i) details of Authorised Users’ use of the App and the Another Number service; (ii) details of voice calls made or received using the Another Number service; (iii) text messages and/or instant messages sent or received via the Another Number service; and (iv) voicemails received via the Service. You acknowledge and agree that you have all permissions and consents necessary to view the electronic communications of Authorised Users. We shall not be liable for any failure of you to obtain the necessary permissions. You shall indemnify, and keep indemnified, us in respect of any and all costs or liabilities (including any and all legal costs, whether or not those costs would otherwise be recoverable) incurred in connection with any actions, claims or proceedings brought against us as a result of your accessing an Authorised Users’ electronic communications.
6. YOUR OBLIGATIONS
6.1 It is your responsibility to ensure that:
(a)the terms of your order are complete and accurate;
(b)you co-operate with us in all matters relating to the Team Subscription Services;
(c) you provide us with such information and materials we may reasonably require in order to supply the Team Subscription Services, and ensure that such information is complete and accurate in all material respects;
(d)you obtain and maintain all necessary licences, permissions and consents which may be required for the Team Subscription Services before the date on which the Services are to start, including (without limitation and where necessary) the right to view the electronic communications of Authorised Users; and
(e)you comply with all applicable laws.
6.2 If our ability to perform the Team Subscription Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 6.1 (“Your Default”):
(a)we will be entitled to suspend performance of the Team Subscription Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Team Subscription Services, in each case to the extent Your Default prevents or delays performance of the Team Subscription Services. In certain circumstances Your Default may entitle us to terminate the contract under Clause 13 (Termination);
(b)we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Team Subscription Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7. FAIR AND ACCEPTABLE USE
You must at all times comply with our fair use policy, which sets out the permitted and prohibited uses of the Another Number service.
8. ACCOUNT AND SECURITY
8.1 You agree to provide true, accurate, correct and complete information and accept responsibility of maintaining changes to such information. You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorised to use. We reserve the right, in our sole and absolute discretion, to decline any application to register an account. If you are accepted, you will receive from us an account. We reserve the right to terminate your account if any information provided by you in the registration process is untrue, inaccurate or out-of-date.
8.2 All messages sent using the Another Number service are the sole responsibility of the person from whom such messages originated. We cannot be held responsible for the messages or any other activities conducted through an Authorised User’s account and do not accept any liability for activities conducted through an Authorised User’s account to the fullest extent permitted by law.
9. LICENCE RESTRICTIONS
9.1 You agree that you will:
(a)not rent, lease, sub-license, loan, provide, or otherwise make available, the Team Subscription Services in any form, in whole or in part to any person without prior written consent from us;
(b)not copy the Team Subscription Services, except as part of normal use or where it is necessary for the purpose of back-up or operational security; and
(c) not translate, merge, adapt, vary, alter or modify, the whole or any part of the Team Subscription Services nor the Team Subscription Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Team Subscription Services on devices as permitted in these Terms.
10.1 In consideration of us providing the Services you must pay our charges (“Charges”) in accordance with this Clause 10.
10.2 The Charges are the prices quoted on our site at the time you submit your order. You acknowledge and agree that your obligation to pay us commences on the date your subscription commences and not when you begin using a telephone number.
10.3 If you wish to change the scope of the Team Subscription Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
10.4 We take all reasonable care to ensure that the prices stated for the Team Subscription Services are correct at the time when the relevant information was entered into the system.
10.5 Payment for the Team Subscription Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments in advance. All Charges are non-refundable.
10.6 We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
10.7 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Team Subscription Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges. You can pay for the Team Subscription Services using a debit card or credit card. We accept the following cards: Visa, Mastercard and American Express.
10.8 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under Clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 10.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
10.9 You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in or arising out of or in connection with the Team Subscription Services will be owned by us or our licensors.
12. LIMITATION OF LIABILITY
12.1 Nothing in the Contract limits or excludes our liability for:
(a)death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b)fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
12.2 Subject to Clause 12.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a)loss of profits;
(b)loss of sales or business;
(c) loss of agreements or contracts;
(d)loss of anticipated savings;
(e)loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g)any indirect or consequential loss.
12.3 Subject to Clause 12.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 200% of the total Charges paid under the Contract.
12.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
13.1 Without limiting any of our other rights, we may suspend the performance of the Team Subscription Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a)you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b)you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d)you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e)your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
14. EVENTS OUTSIDE OUR CONTROL
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a)we will contact you as soon as reasonably possible to notify you; and
(b)our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Team Subscription Services with you after the Event Outside Our Control is over.
14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 45 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
15.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
15.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
15.3 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
15.4 If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
15.5 Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.6 The Contract is between you and us. No other person has any rights to enforce any of its terms.
15.7 The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.