VONAGE BUSINESS TERMS OF SERVICE
Effective Version Date: April 25, 2016
These Vonage Business Terms of Service (hereinafter referred to as the "Terms" or "Agreement") apply to the use of products or services provided by Vonage Limited ("Vonage Business," "Vonage" or "Company") to the person or entity ("Customer") receiving such products and services. Vonage Business products and services are offered by WeWork Companies (International) B.V. ("WeWork") on Vonage Business's behalf to Customer. To initiate the ordering process, Customer shall select the desired Vonage Business products and services via the ordering portal on the WeWork website in the Member portal, which is enabled by WeWork. By selecting the Vonage Business products and services and by accepting these Terms, a valid and binding agreement is created between the Customer and Vonage, with specific obligations and requirements as stated herein. The selection and use of the products and services, as well as these Terms, are an integral part of the agreement between Vonage Business and Customer. The Customer and Vonage Business are sometimes collectively referred to herein as the "Parties," or individually as a "Party." By ordering, purchasing or using the Vonage Services, Customer agrees to be bound by these Terms. If Customer continues to/uses Vonage Services after termination of its member agreement with WeWork, Customer must execute a new agreement with Vonage Business, and accept the then-current standard Vonage Business Terms of Service.
ESSENTIAL SERVICE INFORMATION
PURSUANT TO OFCOM REGULATORY REQUIREMENTS, VONAGE BUSINESS IS REQUIRED TO ADVISE ITS CUSTOMERS OF ANY LIMITATIONS THAT THE VONAGE BUSINESS SERVICE MAY HAVE IN COMPARISON TO A TRADITIONAL PHONE SERVICE, WHICH ARE SET FORTH AT SECTIONS 20 AND 21 BELOW WITH REGARD TO 999/112 EMERGENCY SERVICES CALLS, LOSS OF SERVICE DUE TO POWER AND BROADBAND OUTAGES AND NUMBER PORTABILITY.
Definitions: The following capitalised terms, as used in this Agreement, shall have the meanings set forth below:
"Affiliate" means, with respect to a party to these Terms, any entity that Controls, is Controlled by or under common Control with such party. "Control," for purposes of this definition, means the direct or indirect ownership or control of more than fifty percent (50%) of the voting equity of the subject entity.
"Applicable Laws" means any and all applicable laws, rules or regulations including applicable restrictions concerning call recording, call monitoring, call interception and/or direct marketing or telemarketing.
"Customer Data" means any data, information or other materials of any nature whatsoever generated by Customer, or provided to Vonage Business by or through Customer, in the course of implementing or using the Services.
"Customer Equipment" means all equipment owned, leased or otherwise provided by Customer and used in connection with the Services. "Customer Equipment" includes equipment sold by Vonage Business or WeWork to Customer, but does not include Vonage Business Equipment.
"Customer Premises" means the physical WeWork location(s) leased by Customer where Services are provided or Vonage Business Equipment will be used or stored.
"Service Term" means the period of time during which Vonage Business will provide Services to Customer.
"Service" or "Services" means all products or services provided or made available by Vonage Business to Customer which the Customer selects via the WeWork Member portal.
"Service Date" means the date that Service is installed, activated and available for Customer's use at a Customer Premises.
"Software" means any proprietary software (including any documentation relating to such software) owned or licensed by Vonage Business, or which Vonage Business has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used by Customer in connection with the Services.
"Taxes and Fees" means any taxes and fees arising in any jurisdiction imposed on or incident to the provision, sale or use of Service and Vonage Business Equipment, including value added tax.
"Vonage Business" means Vonage Limited or any Affiliate of Vonage Limited providing Services to a Customer.
"Vonage Business Equipment" means all equipment that is used, sold, leased or otherwise provided by Vonage Business in connection with the Services, including phones, routers, switches and battery backup placed on the Customer Premises.
"WeWork" means WeWork Companies (International) B.V. or any Affiliate of WeWork Companies (International) B.V. providing office space to a Member.
1. Terms and Policies.
a. Vonage Business may at any time change the terms and conditions of this Agreement, any policy or document referred to in this Agreement, charges and call plans by sending Customer an email notification. Vonage Business shall endeavour to notify Customer of changes to call plans and charges at least one month before they are due to take effect, however, Vonage Business may have to make some changes without giving the full one month's notice. Customer agrees that if Customer uses the Service after any changes take effect Customer will be bound by the changes. Customer may contact us at any time on 0203 021 1800 (or such other telephone number as may be notified to Customer from time to time).
b. With regard to changes to charges and destinations within Customer's call plan, provided Customer has not used the Services following any change as described in a. above, Customer may end this Agreement without incurring any disconnection or early termination charges if the changes cause Customer material detriment provided that Customer will remain liable for all fees and charges due up until the date of termination. To exercise Customer's right of termination Customer will need first to give Vonage Business notice by telephoning 0203 021 1800 (or such other telephone number as may be notified to Customer from time to time).
2. Installation and Equipment.
a. Permissions and Consents. Customer shall provide Vonage Business, at no cost to Vonage Business, all permissions, consents or authorizations necessary to install, activate, maintain, inspect, alter, repair and replace the Service and any Vonage Business Equipment, including the right to access and enter Customer's Premises.
b. Customer Equipment. Customer understands and acknowledges that installation and delivery of the Services may require the use of certain Customer Equipment and/or Vonage Business Equipment. Customer represents that it owns or otherwise has the right to use the Customer Equipment in connection with the Services. Customer shall be fully responsible for the installation, maintenance, repair and operation of any Customer Equipment and shall ensure the compatibility of any Customer Equipment with Vonage Business Equipment. Customer will not (i) relocate, rearrange, repair, disconnect or otherwise modify the Service or any Vonage Business Equipment without Vonage Business' prior written consent; or (ii) create or allow any liens or other encumbrances to be placed on any Vonage Business Equipment. Customer will use commercially reasonable efforts to protect and maintain Vonage Business Equipment in a secure location at the Customer Premises within conditions (including room temperature) that are customary and reasonable for such equipment, and shall be fully liable for all costs, charges or expenses associated with damage to or loss of Vonage Business Equipment beyond normal wear and tear. Any Vonage Business Equipment (and any replacements thereof) may be refurbished equipment, so long as the equipment is of good quality and appearance and supports the Services.
c. Equipment and Data Backup. As part of the Service installation process, system files on Customer Equipment may be modified. Such modifications may disrupt the normal operations of Customer Equipment, including the possible corruption or loss of data stored on computer(s). Customer understands and acknowledges that installation, use, inspection, alteration, maintenance, repair or removal of the Vonage Business Equipment may result in an interruption to Service or damage to Customer Equipment, software and loss of data. Customer covenants to back-up all existing computer files by copying them to another storage medium prior to the installation of Vonage Business Equipment and Software. Customer acknowledges, understands and accepts the risks of not making such a backup, including the loss of some or all of Customer's software or data, or damage to Customer Equipment. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VONAGE BUSINESS SHALL HAVE NO LIABILITY FOR ANY DAMAGE TO, LOSS OF OR DESTRUCTION OF CUSTOMER'S EQUIPMENT, PERIPHERALS, SOFTWARE OR DATA.
a. Non-Exclusive License. If Software is provided by Vonage Business in connection with the Services, Vonage Business grants to Customer a personal, limited, revocable, non-exclusive, non-assignable and non-transferable license to use the Software, in object code form only, solely for the purpose of using the Service. This license will permit such use by Customer and any of its employees or contractors (but only within the scope of their employment or services with Customer) authorised by Customer to use the Service, provided that Customer shall be responsible for all uses of the Service as provided in this Agreement. This license commences upon Vonage Business's provision of the Service and terminates immediately upon the expiration or termination of this Agreement for any reason. Customer shall return or destroy all Software and any related written material, together with any copies, in its possession or under its control promptly upon the expiration or termination of this Agreement for any reason. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this license is void and may result in termination by Vonage Business of this Agreement and the license. No other licenses or rights to the Software are granted or implied.
b. End User Licenses. Certain Software Vonage Business provides to Customer may contain third party software ("Third-Party Software"), including open source software. Use of such Third-Party Software may be governed by separate copyright notices and license provisions, which may be found or identified in documentation or on other media delivered with the Third-Party Software and which are incorporated by reference into this license. Notwithstanding any other terms in this Section 3, such provisions shall govern the use of Third-Party Software. Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any Software (including Third-Party Software) or plug-ins to such Software distributed in connection with the Service. All end user licenses shall immediately terminate on the date that the Service expires or this Agreement is terminated.
c. Copyright / Trademark / Unauthorised Usage of Device, Firmware or Software. The Service, Vonage Business Equipment and Software and all information, documents and materials on Vonage Business's website(s) are protected by trademark, copyright, patent and other intellectual property laws and international treaty provisions. All websites, website content, corporate names, service marks, trademarks, trade names, logos and domain names of Vonage Business are and shall remain the exclusive property of Vonage Business and/or its Affiliates and nothing in this Agreement shall grant Customer the right or license to use any of the foregoing. Customer agrees that the Vonage Business Equipment is exclusively for use in connection with the Service and that Vonage Business will not provide any passwords, codes or other information or assistance that would enable Customer to use the Vonage Business Equipment for any other purpose. If Customer decides to use the Service through an interface device not provided by Vonage Business (which Vonage Business reserves the right to prohibit in particular cases or generally), Customer warrants and represents that it possesses all required rights, including software and/or firmware licenses, to use that interface device with the Service and Customer will indemnify, defend and hold harmless Vonage Business from and against any and all liability arising out of Customer's use of such interface device with the Service. Customer may not undertake, cause, permit or authorize the modification, creation of derivative works, or translate, reverse compile, disassemble, hack or reverse engineer, or otherwise attempt to derive the source code from the binary code of the Software.
4. Service Term and Termination.
a. Service Term. The Services are provided on a monthly basis. The Term will begin on the Service Date.
The Service Term shall continue unless and until Customer provides notice of cancellation of the Services in accordance with this Section 4 or Vonage terminates the Services in accordance with the terms set forth herein. Notwithstanding notice by a Party to terminate this Agreement, Services will remain in effect through the effective date of termination and the terms and conditions of this Agreement will continue to apply to such Services. Upon termination of the applicable Service Term, Vonage Business will not be obligated to furnish the Services to Customer.
b. Notice of Cancellation. Customer acknowledges that the Services automatically renew each month unless Customer provides cancellation notice to Vonage Business via email to email@example.com, or by calling Customer Support at 0203 021 1800. Customer must notify Vonage Business at least seventy-two (72) hours prior to a scheduled billing date (in accordance with the terms of Section 4 herein) of its intent to terminate Services. If Customer provides notice of cancellation at least seventy-two (72) hours prior to the next scheduled billing date, then Customer shall not be billed for the next billing cycle. If Customer provides notice of cancellation less than seventy-two (72) hours prior to the next scheduled billing date, then: (i) the cancellation shall be effective within seventy-two (72) hours after Customer provides cancellation notification to Vonage Business; and (ii) Customer shall be billed for the next billing cycle in full. If Customer is porting (transferring) its telephone number(s) to another provider, then Customer must port its telephone number(s) out before Customer notifies Vonage of its intent to terminate Services (in accordance with the terms of Section 4 herein).
Vonage Business does not refund, in whole or in part, or issue credits for any charges already billed to Customer's account. When Customer cancels Customer's Service, all fees and charges will immediately accelerate and Customer authorizes Vonage Business to immediately assess all fees and charges to Customer's credit card account, or Customer may pay via bank transfer or cheque.
c. Cancellation Process. The Agreement may be cancelled by Customer at any time by submitting an email to firstname.lastname@example.org or by notifying Customer Support at 0203 021 1800. Upon termination, Vonage Business will not be obligated to furnish the Services to Customer; provided, however, if Vonage Business continues to provide Services and Customer accepts and continues to use the Services after termination of the Service Term, such use shall be on a month-to-month basis and Customer shall be obligated to pay for such Services at then-current monthly rates for such Services. VONAGE BUSINESS WILL NOT ACCEPT CANCELLATION VIA FAX, SMS OR OTHER METHODS. FAILURE TO CANCEL SERVICES IN ACCORDANCE WITH THIS SECTION WILL RESULT IN ONGOING SERVICE CHARGES, FEES AND TAXES.
5. Billing, Credit, Taxes, Fees, Deposits and Payment.
a. Commencement of Billing. Billing will commence on the Service Date, and will not be delayed due to Customer's readiness to accept or use the Service. If Customer notifies Vonage Business within two (2) business days after a Service Date that Service is not functioning substantially in accordance with applicable specifications, with such notice specifying the deficiencies, Vonage Business will work to correct any deficiencies. If the specified issues were not, in Vonage Business's determination, attributable to Vonage Business, its agents, or contractors, the original Service Date for that Service will remain unchanged. Customer shall provide Vonage Business and/or WeWork with the correct address at which Services will be provided. Vonage Business relies on the accuracy and completeness of such information to determine and invoice applicable taxes, fees and assessments. If Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, assessments and any other charges.
b. Payment of Invoices and Disputes. WeWork is authorised by Vonage to bill and collect for Vonage Business Services on behalf of Vonage Business. Invoices including charges for the Services are delivered monthly by WeWork. Fixed charges are billed in advance and variable, usage-based charges are billed in arrears. Billing for partial months is prorated. Payment is due upon receipt of invoice and in no event later than thirty (30) days after the invoice date. Payment shall be delivered or remitted to WeWork on behalf of Vonage. Past due amounts may bear interest at the lower of 1.5% per month or the maximum rate allowed by law. All fees and charges (together, "Service Fees") and any other amounts due to Vonage Business may, at Customer's direction, be charged to Customer's Visa, MasterCard, American Express or other valid credit or debit card, and/or electronically debited to Customer's bank account, in which case Customer hereby authorizes WeWork and/or Vonage Business to charge Customer's credit/debit card and/or to electronically debit Customer's bank account for all such fees, charges (including termination-related charges), taxes and payment transaction processing costs. If for any reason, Customer is no longer a customer of WeWork and wishes to continue to receive the Services, it must notify Vonage Business at email@example.com, and shall execute a sales order with Vonage Business so that Vonage Business can invoice Customer directly. If requested, Customer shall re-submit all necessary information directly to Vonage Business, including payment method, the new location where Customer will be receiving the Vonage Service, and any other information required by Vonage in Vonage's sole discretion required for Vonage to provide the Vonage Service to the Customer. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed) to the address below on or before the due date. In the event Customer intends to dispute amounts already paid in full, Customer must submit notice of such dispute in writing within ninety (90) days from the date of the invoice (such date at the end of such period being the "Dispute Due Date"). After receipt of notice of the dispute, Vonage Business shall undertake an investigation of the dispute, so long as Customer has not waived its rights pursuant to this paragraph to make the dispute. At the conclusion of the investigation, Vonage Business will notify Customer of any amount determined by Vonage Business to be correctly charged and such amount will become immediately due and payable together with interest from the date originally due. If the dispute notice is not sent by the Dispute Due Date, Customer waives all rights to dispute the applicable charges, unless otherwise provided by law. All billing disputes must be sent to Vonage Business at firstname.lastname@example.org. If Customer does not deliver full payment for all undisputed billed charges by the due date, Vonage Business may impose late payment fees and/or restrict, suspend or terminate use of the Services or Vonage Business Equipment. Customer shall also reimburse Vonage Business for all reasonable attorneys' fees and other costs incurred by Vonage Business relating to collecting delinquent payments or Customer's non-payment breach of this Agreement. Vonage Business may also apply any deposits or other payments made by Customer. If Vonage Business restricts, suspends or terminates Customer's Services, Vonage Business may, at its sole option, choose to restore Customer's Services prior to the payment of all charges due. Such restoration shall not be construed as a waiver of Vonage Business's right to (i) receive full payment for all charges due or (ii) again restrict, suspend or terminate the Services at any time for non-payment of any unpaid charges. The failure of Vonage Business to restrict, suspend or terminate the Services for non-payment of any charges shall not operate as a waiver or estoppel to restrict, suspend or terminate Services of such account for non-payment of current or future charges.
c. Additional, Unrelated Charges. The Services may allow Customer to access the Internet, on-line services and other information. Customer acknowledges that Customer may incur charges while using the Service in addition to those billed by Vonage Business. For example, Customer may incur charges as a result of accessing certain on-line services or purchasing or subscribing to certain other offerings. Customer agrees that all such charges, including all applicable taxes, are the sole responsibility of Customer, and Customer covenants to timely pay all such charges.
d. Taxes and Fees. Prices for Services do not include, and Customer is responsible for, all Taxes and Fees.
e. Information and Installation Responsibilities. Customer acknowledges and agrees that the Service may be comprised of multiple Services ordered from Vonage Business for installation at one or more designated Customer Premises. Customer is obligated to timely provide to Vonage Business any relevant information and documentation.
f. Customer Address Accuracy. Customer shall provide the correct address at which Services will be provided. Vonage Business relies on the accuracy and completeness of such information to determine and invoice applicable taxes, fees and assessments. If Customer does not provide a valid address, Customer will be responsible for any resulting taxes, fees, assessments and any other charges.
6. Regulatory and Legal Changes.
Vonage Business may discontinue, limit, modify any Service, or impose additional requirements to the provision of any Service, as may be reasonably required to comply with any Applicable Laws. If changes in Applicable Laws materially and adversely affect delivery of Service (including the economic viability thereof), the Parties will use good faith efforts to negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within thirty (30) days after Vonage Business's notice requesting renegotiation, Vonage Business may, on a prospective basis after such 30-day period, pass any increased costs resulting from such changes on to Customer; provided, however, that Vonage Business shall provide Customer written notice of any increased costs or charges and Customer may upon notice given to Vonage Business within sixty (60) days after delivery of the notice of the increased charges terminate Service without liability for an early termination fee or charge. If Customer does not terminate Service within such 60-day period, Customer's termination right shall expire and Customer shall be obligated to accept and pay for the Service until expiration or termination of the Service Term.
7. Prohibited Use of the Service.
a. Customer shall use the Services only in a manner that fully complies with all Applicable Laws and the terms and conditions of this Agreement. Any use of the Services or any other action in violation of this Section 7 or that causes a disruption in the Vonage Business network integrity, or in Vonage Business's determination threatens or compromises the security of Vonage Business, its vendors, its other customers or the Services whether directly or indirectly, is strictly prohibited and permits Vonage Business to suspend or terminate the Services without prior notice at the sole discretion of Vonage Business and further permits Vonage Business to disclose any information, including Customer Confidential Information, to necessary authorities or third parties. Vonage Business shall have the right, in its sole, but reasonably exercised discretion, not to accept, transmit or deliver any messages or content that it reasonably believes contains inappropriate content or that is, or could reasonably become, the subject of any legal, regulatory, or other governmental proceeding or process, including a law enforcement proceeding, process, or inquiry. Any use found to be inconsistent with the restrictions of this Section 7 may result in termination of the Services without prejudice to any other Vonage Business rights or remedies.
b. Customer must use the Services for normal and reasonable use in the course of Customer's business ("Permitted Business Use"). If Customer uses the Services otherwise than for Permitted Business Use, Vonage Business may at its sole option either suspend the Services immediately and offer Customer an alternative call plan or terminate the Services immediately. In the case of any termination then without prejudice to any other remedy available to Vonage Business under this Agreement or at law, Customer will be responsible for paying all charges under Customer's Services plan including without limitation unbilled charges and other charges all of which immediately become due and payable. Vonage Business shall immediately charge all these amounts to Customer's account. Each of the following will be considered when evaluating whether Customer's behaviour is outside of Permitted Business Use:
- persistent use by or for others who do not work in Customer's business;
- use by others who are not registered Vonage Business mobile client users;
- frequent changes to telephone numbers registered for use with mobile clients Customer has registered with Vonage Business;
- operating a call centre;
- resale to others;
- auto-dialing or fax/voice blasts;
- use without making a live call;
- unique numbers called;
- different numbers called;
- call forwarding/transferring; and
- conference calling.
c. The examples of behaviour listed in b. above are not intended to be exhaustive and Vonage Business reserves the right to take into account other examples of behaviour that Vonage Business may determine to be relevant when deciding whether or not Customer's usage constitutes Permitted Business Use.
d. The Services are 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 Business Use by other Vonage customers.
e. Some call plans allow for the use of additional devices and clients (such as Vonage Business's softphone client, personal computers, mobile phones, and mobile client phone numbers registered with Vonage or other Vonage Business Equipment) as part of that call plan. If Customer subscribes to a call plan which permits use of more than one device or client with the same line, Customer's usage will be aggregated and assessed when evaluating whether Customer's usage is outside of Permitted Business Use.
f. Customer may only use the Services for lawful and appropriate purposes. Customer may not use the Services in any way that is unlawful, fraudulent, improper or inappropriate. Customer may not use any automated means to manipulate the Services or use the Services to violate any law, rule, regulation or any third party's intellectual property or personal rights.
g. Vonage Business reserves the right to review Customer's account if account usage is outside normal Permitted Business Use standards, impermissible or detrimental to other customers' ability to use the Services or adversely affects Vonage Business's operations.
8. Fraudulent Use of Service.
Customer shall bear the risk of loss and assume all liability arising from any prohibited, unauthorised or fraudulent usage of Services. Any such prohibited, unauthorised or fraudulent use shall be deemed a material breach of the Agreement by Customer. Customer is responsible to secure all credentials used to access the Services, including credentials used by telephones or softphones and credentials used by end users or administrators, as well as the media access control (MAC) address of telephones used by Customer. Any breach of security (for example, in connection with Customer's username or password) must be notified to Vonage Business immediately. To help avoid any unauthorised use of the Services it is Customer's responsibility to choose a robust password combination and to change the password regularly. Vonage Business shall have no liability for any loss or damage that may arise from Customer's failure to choose a robust password combination or Customer's failure to change the password regularly. Customer acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject the Customer to a higher level of risk for fraudulent activity. Customer shall not be excused from paying for Services or any portion thereof on the basis that fraudulent calls, and any charges associated with such calls (e.g. long distance charges), comprised a corresponding portion of the Services. In the event Vonage Business discovers fraudulent calls being made, Customer consents to Vonage Business taking actions it deems reasonably necessary (including blocking access to particular calling numbers or geographic areas), without notice to Customer, to prevent such calls from taking place. Customer acknowledges and agrees that Vonage Business: (a) is under no obligation to investigate the authenticity of calls charged to Customer's account, (b) is under no obligation to take action to prevent such calls from being made, and (c) is not liable for any fraudulent calls processed by Vonage Business and billed to Customer's account.
9. No Resale.
Customer represents and warrants that it will be the ultimate end user of the Service. Customer shall not in any way resell, license, permit or otherwise allow any third party to use the Services without receiving Vonage Business's prior written consent, which may be withheld or conditioned in Vonage Business's sole discretion.
10. Third Party Networks.
In some cases, Vonage Business may utilize the public Internet and third party networks outside of its control in conjunction with the provision and maintenance of the Services and its websites. In such cases, Vonage Business makes no representation that the Internet or any such third party network will adequately secure or protect the privacy of Customer or any end user's personal information, and Vonage Business expressly denies any associated liability. Actions or inactions caused by these third party networks can result in situations in which Vonage Business customers' connections may be impaired or disrupted. Although Vonage Business will use commercially reasonable efforts to remedy or avoid such events, Vonage Business expressly disclaims warranties with respect to these third party networks or any disruptions that may occur thereon.
11. Required Maintenance.
Vonage Business reserves the right to perform repair and maintenance on or upgrade, update or enhance (collectively, the "Maintenance") its network, infrastructure, website(s), Services and Vonage Business Equipment with or without prior notice or liability to Customer, even if the Maintenance causes a partial or full disruption of the Services; provided, however, and subject to Vonage Business's business needs, Vonage Business shall use commercially reasonable efforts to perform the Maintenance in a manner so as to avoid unduly interfering with Customer's use of the Services, including by providing reasonable commercial notice where feasible.
12. Voice-to-Text and Text-to-Voice Limitations.
Certain Vonage Business Services may provide a function that allows voicemails to be converted to text and vice-versa. Customer understands and agrees that Vonage Business's voice-to-text ("VTT") and text-to-voice ("TTV") features may not accurately transcribe voicemails or articulate text messages, respectively. Customer is solely responsible for checking the original message and verifying the accuracy of the message when using any VTT or TTV features. Vonage Business expressly disclaims all liability with respect to the conversion of voicemails to text or vice-versa.
13. Support and Service Level Commitments.
Customer will timely report any issues, trouble or problems affecting Service to Vonage Business by calling Customer Support at 0203 021 1800 or via email to email@example.com. Customer understands and acknowledges that WeWork is not responsible for resolving support questions or issues. Calls to and from Vonage Business customer service, sales or other representatives may be recorded and/or monitored for quality assurance and training purposes and by speaking with such Vonage Business representatives, Customer consents to such recording and/or monitoring. Customer's sole remedies for any non-performance, outages, failures to deliver or defects in Service are set forth in these Terms.
14. Customer Data; Suggestions and Feedback.
a. Customer hereby grants Vonage Business a non-exclusive, non-transferable (except in connection with any assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data, solely to the extent necessary to provide the Services to Customer. In the event that Customer provides Vonage Business with suggestions, enhancement requests, recommendations, proposals, documents, or other feedback with respect to the Services or Software (collectively, "Suggestions"), Customer grants Vonage Business and its Affiliates a royalty-free, worldwide, irrevocable, perpetual license to use, modify, and distribute such Suggestions in connection with efforts to improve, enhance or modify the Services or Software without compensation or attribution to Customer of any kind.
For the purposes of this clause 14.b, the terms personal data, processing, data processor and data controller shall have the meaning given in the Data Protection Act 1998.
15. Default and Remedies.
a. Customer Default. If Customer either (a) fails to make any payment when due and such failure continues for five (5) business days after written notice from Vonage Business, or (b) fails to observe or perform any other material term of this Agreement and such failure continues for thirty (30) days after written notice from Vonage Business, then Vonage Business may elect to: (i) termi¬nate this Agreement; (ii) immediately suspend Customer's Service, in whole or in part; or (iii) pursue all remedies Vonage Business may have at law or in equity.
b. Suspension of Services. Notwithstanding any other provision of this Agreement, Vonage Business may suspend Customer's right to access or use any portion or all of the Service immediately and without liability to Customer in any of the following circumstances: (i) Customer's use of the Service violates any Applicable Laws; (ii) Vonage Business is legally required to suspend or terminate Service; (iii) Customer's use of the Service poses a security risk to the Service or any third party or may subject Vonage Business or any third party to liability; or (iv) the occurrence or threat of any other event or circumstance for which Vonage Business reasonably believes that suspension of Service is necessary to protect the Vonage Business (or other third-party) network, systems or customers.
c. Vonage Business Default. If Vonage Business fails to observe or perform any material term of this Agreement, Customer may terminate the Services only after Customer has delivered written notice of such failure to Vonage Business, such notice to contain reasonable detail describing any breach, and Vonage Business has failed to remedy such failure within thirty (30) business days of its receipt of Customer's written notice. In the event such failure is not capable of cure within the 30-day period, the time for Vonage Business to cure will be extended to sixty (60) business days from the date that Vonage Business received notice of such breach so long as Vonage Business is diligently attempting to remedy such breach during that period.
16. Warranty Disclaimer.
VONAGE BUSINESS PROVIDES THE SERVICES, EQUIPMENT AND SOFTWARE ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND (EXCEPT FOR ANY THIRD PARTY MANUFACTURER WARRANTIES THAT MAY BE APPLICABLE TO EQUIPMENT PURCHASED BY CUSTOMER FROM VONAGE BUSINESS), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VONAGE BUSINESS MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER REQUIREMENTS, SPECIFICATIONS, EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, THAT THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER CONTENT, CUSTOMER APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY VONAGE. CUSTOMER ACKNOWLEDGES THAT VONAGE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. VONAGE BUSINESS IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL, OR FOR ANY ISSUES RELATED TO THE PERFORMANCE, USE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM CUSTOMER'S USE, CUSTOMER CONTENT, CUSTOMER APPLICATIONS, OR THIRD PARTY CONTENT. VONAGE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS OR USEFULNESS OF THIRD PARTY CONTENT. TO THE EXTENT THAT VONAGE BUSINESS CANNOT DISCLAIM ANY WARRANTIES IN CERTAIN JURISDICTIONS, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. ALTHOUGH REASONABLE EFFORTS ARE MADE TO PROVIDE SECURITY FOR VOICEMAILS AND FAX TRANSMISSIONS, VONAGE BUSINESS MAKES NO GUARANTEES OR WARRANTIES OF SECURITY.
17. Limitation of Liability.
NEITHER VONAGE BUSINESS, NOR ITS AFFILIATES, VENDORS, SUPPLIERS, DISTRIBUTORS, CHANNEL AND OTHER MARKETING PARTNERS OR OTHER REPRESENTATIVES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, REPLACEMENT COSTS, ANTICIPATED SAVINGS, OR ANY LOSS OF BUSINESS, REVENUE OR PROFITS, CONTENT, DATA, OR DATA USE, EVEN IF VONAGE BUSINESS HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE REASONABLY BEEN FORESEEN BY VONAGE BUSINESS. VONAGE BUSINESS'S AGGREGATE LIABILITY FOR ALL LOSS AND DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO VONAGE BUSINESS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM SUBJECT TO THIS SECTION 17. THE PARTIES ACKNOWLEDGE AND ACCEPT THE REASONABLENESS OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 17.
Customer agrees to defend, indemnify and hold harmless Vonage Business from and against any loss, damage or costs (including reasonable attorney's fees) incurred in connection with claims made or brought against Vonage Business by a third party arising from or relating to: (i) any act, error, omission, fault, negligence, or misconduct of Customer or any user of the Services, Software or Vonage Business Equipment, whether authorised or unauthorised by Customer; (ii) Customer's breach of any obligation, warranty, representation, or covenant of this Agreement; (iii) any claim by any employee or invitee of Customer or user other than a claim based on the gross negligence or willful misconduct of Vonage Business; (iv) any claim by any customer of Customer, end user or other third party relating to, or arising from, Customer Data or Customer's use of the Services, Software or Vonage Business Equipment; or (v) violation of any Applicable Laws by Customer or any Customer employee, contractor or agent.
a. Confidential Information. "Confidential Information" means all nonpublic information relating to a Party or its Affiliates that (i) if provided in writing, is marked or labeled as confidential or proprietary, or (ii) if provided verbally, is designated as confidential at the time of disclosure, or (iii) even if not so marked, labeled or identified, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation, all nonpublic information relating to (i) a Party's or its Affiliates' technology, customers, employees, business plans, agreements, finances and other business affairs, (ii) the Vonage Business network or service delivery platform; (iii) this Agreement: and (iv) the terms of the Vonage Business Services. Confidential Information does not include any information that (i) has become publicly available without breach of this Agreement, (ii) was known to the Party receiving Confidential Information under this Agreement (the "Receiving Party") at the time of its receipt from the Party disclosing the Confidential Information (the "Disclosing Party") or its Affiliates as shown by documentation reasonably acceptable to Disclosing Party, (iii) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (iv) was independently developed by the Receiving Party without use of any Confidential Information as shown by documentation reasonably acceptable to Disclosing Party.
b. Non-Use; Non-Disclosure. Each Party hereby agrees to hold Confidential Information in strict confidence and shall, in any case, protect such Confidential Information with no less diligence than that with which it protects its own confidential or proprietary information of a similar nature. The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose unrelated to the Services. Each Party may disclose the Confidential Information of the other Party on a "need to know basis" and then only to its and its Affiliates' directors, officers, advisors, employees and other legal, business or financial partners or representatives; provided that all such persons are subject to written confidentiality agreements which contain provisions which are no less restrictive than the provisions of this Section 19. In addition, Vonage Business may disclose this Agreement under a comparable non-disclosure agreement in response to a third party due diligence request supporting a financing or non-ordinary course of business corporate transaction.
c. Compelled Disclosure. If the Receiving Party is legally compelled by any means (including deposition, interrogatory, request for documents, subpoena, civil or regulatory investigative demand or similar process) to disclose Confidential Information of the Disclosing Party, subject to applicable laws, the Receiving Party must provide the Disclosing Party with prompt written notice of such legal requirement in order to allow the Disclosing Party to seek a protective order or other appropriate remedy or waive compliance with this Section 19.
d. Return or Destruction. Upon the termination or expiration of this Agreement, or at any time upon the request of the Disclosing Party, the Receiving Party shall, at the Disclosing Party's option, return or destroy (and certify as to such destruction) all Confidential Information of the Disclosing Party in its control or possession, other than copies which the Receiving Party may be required to maintain under applicable law or regulation.
20. Emergency Services and Broadband and Power Outages.
- By signing up to the Services, Customer understands and agrees that the Services may not offer all of the features Customer may expect from a traditional phone line and the Services may sometimes be unavailable as a result of things over which Vonage Business has no control, for example, power disruptions and failures of Customer's internet service provider (ISP) or broadband connection. Customer must maintain its broadband connection in order to use the Services.
- If the Services are fully operational, 999/112 public emergency call services can be accessed from within England, Wales, Scotland and Northern Ireland. However, Customer understands and acknowledges that there may be some limitations as set out in the following Sections.
- If Customer uses the Services outside England, Wales, Scotland and Northern Ireland Customer will not be able to call emergency services in the country where the Customer is located. A line from another communications provider will be required to call emergency services outside England, Wales, Scotland and Northern Ireland.
- If there is a Services outage for any reason, such outage may prevent access to 999/112 dialing.
- Customer must register with Vonage Business the primary physical location where Customer will be using the Services. Customer's initial location will be registered as a part of subscribing to the Services. It is Customer's responsibility to maintain the accuracy of Customer's location address if there are any changes. Customer can do this by emailing any changes to Vonage Business at firstname.lastname@example.org. If Customer does not update Vonage Business with changes, it may or may not be possible for emergency operators and authorities to identify Customer's location and phone number when Customer dials 999/112. Location information of Customer's primary office as notified to Vonage Business will only be provided to emergency services; extension information may not be provided to emergency services. When Customer dials 999/112 Customer will need to state Customer's location and phone number promptly and clearly, as emergency operators and authorities may not have this information.
- Emergency operators and authorities may or may not be able to identify Customer's phone number in order to call Customer back if the call is unable to be completed, is dropped or disconnected, or if Customer is unable to speak to tell them Customer's phone number and/or if the Services are not operational for any reason. Emergency operators and authorities may also not be able to hold Customer's line open in the event Customer hangs up.
- Customer agrees to inform potential users of the Services of the above limitations and Customer understands and accepts that Customer should always have an alternative means of accessing 999/112 emergency services.
- If Vonage suspends the Services Customer will still be able to dial 999.
21. Number Portability.
- Number portability may be unavailable with the Services. If Customer wishes to port its telephone number to Vonage Business or its telephone number from Vonage Business to another provider, Customer may not be able to keep its telephone number. Where number portability is available with the Services Vonage Business shall take all reasonable steps to ensure that the transfer of Customer's number and subsequent activation is completed within twenty (20) business days from the date of notification to Vonage Business provided the port is not rejected by the donor provider for any reason or the Customer fails to set up the Services and make and receive calls. Rejections by the donor provider may extend the porting period or cause the port to be cancelled altogether. Customer must ensure that full and accurate information is provided on Customer's port request form. Where the information differs from the donor provider it is likely to cause rejection from the donor provider and cause a delay in porting.
- If Customer ports out Customer's telephone number to another communications provider, the Services and this Agreement will not be cancelled and Customer will remain responsible for payment of all subscription charges and other charges under this Agreement for their full term.
- If there is a delay in porting, Customer may be entitled to claim compensation as set out in Vonage Business's Customer Complaints Code, set forth at https://phonerequests.com/legal/uk/complaints/. Any compensation awarded shall be in full and final settlement of any claim Customer may have against Vonage Business (now or in the future) in respect of the delay.
a. Assignment. This Agreement inures to and is binding upon the Parties' successors and permitted assignees. Customer shall not assign this Agreement without Vonage Business's prior written consent, not to be unreasonably conditioned, withheld or delayed; provided that Customer may, without consent, but with reasonable prior written notice, assign its rights and obligations hereunder to any parent, affiliate or subsidiary of Customer or pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets; provided, however, that any proposed assignee shall be at least as creditworthy as Customer (as reasonably determined by Vonage Business), shall agree in advance and in writing to assume and be bound by all provisions of this Agreement, and shall deliver to Vonage Business fully-executed documents reasonably acceptable to Vonage Business establishing the terms of such an assignment. Any assignment by Customer other than as permitted by this Section 22(a) shall be void and of no force or effect.
b. Force Majeure. Neither Party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party's reasonable control, including acts of God, fire, explosion, vandalism, cable/line cut, failure or shortage of power supplies, acts or omissions of other communications providers, compliance with any regulation, law or court order, acts or omissions of local or central government or other competent authorities, adverse weather conditions, acts of terrorism or strikes and similar labour difficulties. Either Party's invocation of this Section will not relieve Customer of its obligation to pay for any Services actually provided or permits Customer to terminate any Services except as expressly provided herein. In the event such force majeure event prevents the availability or material use of the affected portion of Services and such event continues for more than thirty (30) consecutive days, either Party may terminate the affected portion of the Services without liability.
c. Intellectual Property and Publicity. Except as explicitly granted herein, neither Party is granted a license or other right (express, implied or otherwise) to use any trademarks, copyrights, service marks, logos, trade names, patents, trade secrets or other form of intellectual property of the other Party or its affiliates without the express prior written authorization of the other Party. Customer will not issue any press release or other public statement relating to this Agreement, except as may be required by law or agreed by Vonage Business in a writing signed by an authorised representative of Vonage Business's Corporate Communications department. Customer agrees that Vonage Business may identify Customer using its name, trademarks and/or logos in its marketing collateral, presentations and websites, provided that Customer may revoke such right with written notice to Vonage Business at any time.
d. Nonexclusive. This Agreement is non-exclusive. Nothing in this Agreement prevents either Party from entering into similar arrangements with other persons or entities.
e. Notices. Except as otherwise provided in this Agreement,
- To Customer: In the event Vonage Business is required or desires to provide Customer with notice under this Agreement, it will provide electronic notice to the e-mail address on file. In the event Customer changes its e-mail address for notice purposes, Customer shall advise Vonage Business immediately in writing. Customer hereby agrees to electronic delivery of all required notifications, including invoices, unless otherwise expressly provided herein.
- To Vonage Business: Any notice required or given under this Agreement to Vonage Business (except for billing disputes as described in Section 6) will be in writing and delivered to Vonage Business as follows:
Attn: Legal Department
The Bonhill Building
15 Bonhill Street
Attn: Legal Department
7900 West Park Drive, Suite A-315
McLean, Virginia, USA 22102
Copies of notices shall be sent via fax or e-mail (which shall not constitute formal notice) to:
Office of the Chief Legal Officer
Such address and contact information may be changed by either Party by prior written notice to the other Party in accordance with this paragraph. A notice will be deemed to be duly given (i) on the date of delivery if personally delivered by hand or by a nationally recognised overnight express courier, or (ii) upon the third day after postage, if posted by prepaid registered or recorded post.
f. Facsimile and Electronic Transmission; Counterparts. Any documents that may be executed in connection with the Services (collectively "Service Documentation"), may be executed and delivered by facsimile or electronic transmission, and upon receipt, such transmission shall be deemed the delivery of an original. Service Documentation may be executed in several counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall each constitute one and the same instrument.
g. Electronic Communications and Consent to use of Electronic Signatures and Records. By ordering, purchasing or using the Services, Customer agrees agree that Vonage Business may provide to Customer by use of electronic communications any required notices, agreements and other information concerning Vonage Business, including changes to these Terms. In addition, by choosing the "I Agree" or "I Accept" (or similar acknowledgment) on the WeWork website or electronic portal and/or Vonage website or electronic portal in connection with the Services, Customer agrees to be bound by the applicable agreement, document or transaction.
h. Basis of Bargain; Failure of Essential Purpose. Customer acknowledges and agrees that Vonage Business has established its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability and the warranty disclaimers set forth in this Agreement, and that they are an essential basis of the bargain between the parties and are material terms of this Agreement. The Parties agree that the limitations and exclusions of liability and warranty disclaimers specified in this Agreement will survive and apply even if found to have failed their essential purpose, and Customer hereby waives its right to contest the enforceability of any provision of this Agreement by reason of such failure.
i. No Commitments. Customer represents that Vonage Business has made no commitments or promises orally or in writing with respect to delivery of any future features or functions. In relation to any future features or functions, all presentations, RFP responses, and/or product roadmap documents, information or discussions, either prior to or following the date herein, are informational only, and are not the basis for, nor part of this this Agreement. Vonage Business has no obligation to provide any future releases or upgrades or any features, enhancements or functions, unless specifically agreed to by both Parties in writing. Customer acknowledges that its purchasing decisions are not based upon any future features or functions.
j. Survival, Modification. The terms and conditions of this Agreement will survive the expiration or other termination of this Agreement to the fullest extent necessary for their enforcement and for the realisation of the benefit thereof by the Party in whose favor they operate. Except for the rights of Vonage Business in Section 1, all modifications, amendments, supplements to or waivers of this Agreement must be in writing and executed by authorised representatives of both parties.
k. Relationship of the Parties. The relationship of Vonage Business and Customer shall not be that of partners, agents or joint venturers for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between the Parties for any purposes. Vonage Business and Customer shall be independent parties and shall discharge their contractual obligations at their own risk subject to the terms of this Agreement.
l. Third Party Services. Vonage Business may use or rely on one or more licensors, service providers, and/or equipment providers or equipment lessors whose products, equipment and/or services are provided in conjunction with, or incorporated into, the Services and/or Vonage Business Equipment ("Third-Party Services"). Each provider of such Third-Party Services (a "Third-Party Service Provider") is expressly made a third party beneficiary under this Agreement and shall have the right to enforce the terms and conditions of this Agreement respecting any terms affecting such Third-Party Service Provider as if such Third-Party Service Provider were a party to this Agreement. Further, Third-Party Services may be governed by separate legal terms and conditions, which may be found or identified in documentation or on other media delivered with the Third-Party Services and which are incorporated by reference into these Terms and shall govern the use of Third-Party Services. Customer agrees to comply with such terms and conditions of all Third-Party Services and Third-Party Service Providers. Any non-compliance with terms and conditions of Third Party Service Providers shall be considered non-compliance with these Terms.
m. Waiver. The failure of either Party to enforce compliance with a provision of this Agreement shall not be construed as a general waiver of such provision or any other provision.
n. Severability. If any term, covenant or condition contained in this Agreement is, to any extent, held invalid or unenforceable in any respect under the laws governing this Agreement, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
o. Governing Law and Jurisdiction. This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
p. Entire Agreement. This Agreement supersedes any prior or contemporaneous agreements, statements, understandings, writings, commitments, or representations concerning its subject matter, as between Customer and Vonage Business.
23. Dispute Resolution.
a. Management Resolution. In the event either Party has a dispute or claim against the other Party (except with respect to invoice disputes which are addressed in Section 5), the disputing Party shall provide written notice to the other Party in accordance with the provisions of Section 22(e), above. The Parties agree to escalate disputes to their respective management, who will use commercially reasonable efforts to resolve the dispute by consulting with each other in good faith to reach an equitable resolution satisfactory to both parties within thirty (30) days of the receipt of notice. Neither Party shall pursue or commence proceedings regarding the dispute in any court, administrative arbitral or other adjudicative body prior to engaging in such consultations and negotiations. In the event the dispute is not resolved, either Party may seek to have that dispute resolved in accordance with Section 22(o) above. Customer shall also have the right to follow the Complaints Resolution procedure identified in Section 23(b) below.
b. Disputes, Number Porting Compensation and Complaints Resolution. Details of our disputes and complaints resolution process, how to claim under Vonage Business's number porting compensation scheme if Customer is eligible and how a dispute may be handled through an independent Ofcom approved adjudication scheme (if Customer is a business with 10 or fewer employees) can be found in Vonage Business's Customer Complaints Code set forth at https://phonerequests.com/legal/uk/complaints/.
24. More About Vonage Business.
The following information is required by the Electronic Commerce (EC Directive) Regulations 2002. Vonage Limited's registered office address is at of 2 Temple Back East, Temple Quay, Bristol BS1 6EG. Contact us at vonage.co.uk. Vonage Limited's VAT registration number 840 9097 16.