Unless expressly stated by APPCAPTION LTD in writing all quotations are made and orders accepted on the following terms and conditions.


  1. In this Agreement the following terms will have the following meanings:
    1. “Agreement” means the agreement between APPCAPTION LTD and the Customer on the terms set out in the Order Form and in these Terms and Conditions;
    2. “Broadband” means an asymmetric or symmetric digital subscriber line (ADSL or SDSL) or Ethernet;
    3. “Contract Period” means the contract period stated in the Order Form;
    4. “Customer Equipment” means any telecommunications apparatus or system owned, controlled or housed by the Customer, excluding Service Equipment;
    5. “Customer” means the person or entity whose details are set out in the Order Form;
    6. “Customer’s Premises” means the Customer’s premises the address of which is set out in the Order Form;
    7. “Hosted PBX” means a centrally hosted service for the provision of voice, video, instant messaging and other multi-media communications over IP networks;
    8. “Delivery” means the delivery of products or services where they are provided either at the Customer’s Premise or as a hosted service;
    9. “Hosted Call Recording” means the recording of external VoIP calls both inbound and outbound;
    10. “Installation” means the installation and commissioning of products or services either at the Customer’s Premise or as a hosted service;
    11. “Order Form” means a request for Service signed by the Customer and delivered to APPCAPTION LTD;
    12. “Mobile Voice Recording” means the recording of mobile telephone calls;
    13. “Mobile Voice Recording Application” means the software application used by APPCAPTION LTD to provide the recording of mobile phone calls;
    14. “Service Equipment” means equipment (including but not limited to any data collection and call routing devices, routers, switches, handsets and other telecommunications equipment) which APPCAPTION LTD may from time to time deliver to and / or install at the Customer’s Premises for the purposes of providing the Service, as specified in the Order Form or any Service Equipment addendum thereto;
    15. “Service” means the Hosted PBX, and any other services which the Customer requested from APPCAPTION LTD as specified in the Order Form (including but not limited to supply, delivery and installation of Service Equipment, training and Broadband connectivity and Mobile Voice Recording);
    16. “Software” means the VoIP application software used by APPCAPTION LTD to provide the Hosted PBX;
    17. APPCAPTION LTD is registered in England under number 12675700 whose registered office is at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ.

In this Agreement:

  1. clause headings are for ease of reference and do not affect interpretation;
  2. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders; and
  3. References to clauses are to the clauses of this Agreement.
    1. The Customer may from time to time submit Order Forms to APPCAPTION LTD. Order Forms will be in such form as is notified to the Customer by APPCAPTION LTD from time to time. APPCAPTION LTD may in its sole discretion accept or decline any order placed by the Customer.
    2. A contract will only come into existence if and when a duly authorised signatory on behalf of APPCAPTION LTD signs a copy of the Order Form or on the date that APPCAPTION LTD commences provision of the Service requested in the Order Form, whichever is the earlier. Prior to acceptance the Customer agrees that APPCAPTION LTD may carry out such credit checks as it deems necessary as set out in clause 10.4.
    3. Each Order Form shall be deemed to incorporate these Terms and Conditions, which shall prevail over any other terms submitted, proposed or stipulated whether in writing or orally by the Customer. No addition, alteration or substitution of these Terms and Conditions will bind APPCAPTION LTD or form part of this Agreement unless expressly accepted in writing by a duly authorised signatory on behalf of APPCAPTION LTD. In the event of any conflict between anything in an Order Form and any provision of these Terms and Conditions, the provision of these Terms and Conditions shall prevail.
    4. Each party warrants to the other that it has the necessary rights, licences and permissions to enter into and perform its obligations under this Agreement.
    1. APPCAPTION LTD shall provide the Service to the Customer and the Customer shall use the Service on the terms set out in this Agreement.
    2. APPCAPTION LTD shall provide the Service with the reasonable skill and care of a competent telecommunications provider.
    3. APPCAPTION LTD shall use reasonable endeavours in accordance with good industry practice to ensure that the Service is available for use at all times by the Customer but the Customer acknowledges that, owing to the nature of IP and telecommunications networks, it is impossible to provide an uninterrupted or error-free Service.
    4. APPCAPTION LTD shall respond to any reported fault with the Service as soon as reasonably practicable during APPCAPTION LTD’s normal working hours and will use all reasonable endeavours to correct any fault within APPCAPTION LTD’s control.
    5. APPCAPTION LTD will use all reasonable endeavours to ensure the security of the Service but the Customer should be aware that there is always a risk of security being breached for reasons beyond the control of APPCAPTION LTD, where for instance the Service is provided through a third party network.
    6. APPCAPTION LTD reserves the right to upgrade any Service delivery platform in order to provide new features and Services, to manage obsolescence or for any other reason at any time. In such cases APPCAPTION LTD reserves the right to migrate the provision of Service to the Customer to the new platform providing an equivalent Service, and will give Customer at least 30 days’ notice of such change.
    7. Where any Service involves integration or involvement with any service provided by a third-party vendor at the Customer’s request, APPCAPTION LTD will use reasonable endeavours to accommodate the integration or involvement of the third-party service without any responsibility or liability whatsoever for; (i) the actions or non-actions of the third-party vendor; or (ii) the consequences of such integration or involvement with such third-party service. Any special or bespoke requests made by the Customer in regards to changes/additions to the Service must be notified in writing and will be undertaken on a reasonable endeavours basis by APPCAPTION LTD subject to agreement of additional cost by the customer. APPCAPTION LTD will not be responsible or liable for any resulting consequence of such request, such request and resultant consequence being at the additional full expense of the Customer, the Customer indemnifying APPCAPTION LTD in full for all resulting loss, damages, costs and expenses incurred by APPCAPTION LTD or any affected third party.
    1. APPCAPTION LTD grants the Customer a non-exclusive, non-transferable licence to use the Software for the term of this Agreement solely in connection with the use of the Service.
    2. All intellectual property rights in the Software and the Service and any associated documentation made available to the Customer under this Agreement shall remain the property of APPCAPTION LTD or its licensors.
    1. In order to use the Service, it is the Customer’s responsibility to procure at its cost a Broadband connection, either through APPCAPTION LTD or through a supplier approved by APPCAPTION LTD.
    2. Where Broadband is supplied by APPCAPTION LTD it will include a guaranteed quality of Service (QoS) in accordance with a specification to be provided by APPCAPTION LTD to the Customer.
    3. Where Broadband is supplied by a third party, then APPCAPTION LTD does not assume any liability or responsibility for the third party Broadband service.
    4. The Customer acknowledges that call quality depends on both the specification and availability of the Broadband service to which the Customer is connected and also on the IP or telecommunications network to which the person being called is connected.
    1. APPCAPTION LTD or its appointed agent will deliver and install the Service Equipment at the Customer’s Premises. APPCAPTION LTD will use all reasonable endeavours to deliver and install the Service Equipment by such date as it may have advised to the Customer. However, any delivery date given is an estimate only and APPCAPTION LTD accepts no liability for any delay in delivery however caused.
    2. Risk in the Service Equipment shall pass to the Customer on delivery to the Customer’s Premises. The Customer will be liable for any loss or damage to the Service Equipment except where caused by APPCAPTION LTD or anyone acting on APPCAPTION LTD’s behalf.
    3. Where the Customer is purchasing the Service Equipment from APPCAPTION LTD the Service Equipment will at all times remain the property of APPCAPTION LTD until such time as the Customer has paid APPCAPTION LTD for the Service Equipment in full.
    4. Where the Service Equipment is supplied to the Customer by a third party on a hire or hire purchase basis, then the Customer shall enter into, and observe and comply with the terms of, a separate hire or hire purchase agreement with that third party.
    5. Unless or until title to the Service Equipment passes to the Customer, the Customer shall not:
      1. add to, modify or in any way interfere with the Service Equipment, nor allow anyone other than APPCAPTION LTD or someone authorised by APPCAPTION LTD to do so;
      2. Move the Service Equipment from the Customer’s Premises without the prior written consent of APPCAPTION LTD.
      1. Where access to the Service is facilitated through BT number porting, the Customer authorises APPCAPTION LTD to have the numbers from the BT lines listed in the Order Form routed by APPCAPTION LTD instead of BT and to forward appropriate details of the Customer’s porting application for the Service to APPCAPTION LTD. The Customer will receive advance notification of the change of service from BT to APPCAPTION LTD. APPCAPTION LTD’s ability to provide the Service is subject to BT porting the numbers.
      2. In the case of analogue lines being utilised for facsimile machines, the standard service is not compatible, and an alternative e-fax service will be offered for numbers that are required to be ported to APPCAPTION LTD. This may result in loss of service for a period of up to 15 days.
      3. Where the Customer is provided with a telephone number (including a code) as part of the Service, then that code and number belongs to APPCAPTION LTD and the Customer will have no right to keep that number nor to sell, dispose or transfer that number at any time. APPCAPTION LTD will use its reasonable efforts to ensure that the Customer is able to keep the number during the period of this Agreement but APPCAPTION LTD reserves the right to change the telephone number on reasonable notice at its sole discretion.
      4. The Customer shall pay to APPCAPTION LTD an administration fee of £10 plus VAT per number ported.
      1. The Customer will ensure that the Customer Equipment is in proper working order and complies with all applicable standards and approvals for connection to the telecommunications network. The Customer will not do anything that may damage or affect the operation of the telecommunications network.
      2. The Customer is responsible for all use made of the service under its control and will ensure that the Service is not used either by the Customer or any third party for any fraudulent, criminal, defamatory, offensive, obscene or abusive purpose or to promote any illegal activity or so as to constitute a violation or infringement of the rights of APPCAPTION LTD or any third party. The Customer undertakes to comply with all applicable laws and regulations and all reasonable instructions of APPCAPTION LTD in relation to its use of the Service and the Service Equipment.
      3. If the Service is to be used to carry alarm signals, then APPCAPTION LTD will not accept responsibility for lack of Service or failure to deliver an alarm signal due to a) the network going down; b) suspension of the Customer’s account or c) reasons outside APPCAPTION LTD’s reasonable control including but not limited to any technical failure of the network; because the network is being tested, modified or maintained or if access to the network is denied.
      4. APPCAPTION LTD will have the right to recover all reasonable costs incurred in investigating or remedying any fault with the Service where it is caused by the Customer’s negligence or default or by the customer failing to follow instructions from APPCAPTION LTD or by the Customer Equipment or where the fault does not lie with APPCAPTION LTD or any Service Equipment.
      5. The Customer shall not sub-license, re-sell or offer in any manner, to a third party, the Service or use of or access to the Service, whether for commercial gain or otherwise.
      1. The Customer shall pay to APPCAPTION LTD the charges in respect of the Service as specified in the Order Form.
      2. In addition, the Customer shall pay to APPCAPTION LTD all charges relating to calls made through the Service as are set out in APPCAPTION LTD’s tariff as in force from time to time (a copy of which is available on request).
      3. All charges are exclusive of VAT which shall be additionally payable by the Customer at the appropriate rate.
      4. APPCAPTION LTD will invoice the Customer monthly for charges under this Agreement plus VAT. Payment is due within 10 working days of the invoice date.
      5. The Customer shall pay all charges in full (without any set-off, deduction or withholding whatsoever) by such method as may reasonably be specified from time to time by APPCAPTION LTD. If a cheque delivered by the Customer is dishonoured or a direct debit or standing order fails, APPCAPTION LTD may charge the Customer all costs incurred by APPCAPTION LTD as a result.
      6. The time of payment of all sums due to APPCAPTION LTD under this Agreement will be of the essence. If APPCAPTION LTD does not receive payment in full upon the due date, APPCAPTION LTD will charge a late payment administration charge at a rate of £50.00 plus VAT on any unpaid overdue balance (calculated on a per invoice basis and to accrue before as well as after any judgment).
      7. All call charges payable under this Agreement will be calculated by reference to data recorded or logged by APPCAPTION LTD and not by reference to data recorded or logged by the Customer.
      8. Subsequent to carrying out a credit check pursuant to clause 10.4 APPCAPTION LTD may require a cash deposit or a bank guarantee to cover charges which APPCAPTION LTD might reasonably expect the Customer to incur under the Agreement or may place a limit on the Customer’s account for charges that can be accumulated by the Customer before payment is received by APPCAPTION LTD in respect of provision of the Service.
      9. Unlimited and inclusive calling applies to UK landline numbers starting with 01, 02, UK mobiles on all major UK mobile networks (O2, Orange, T-Mobile, 3 Mobile, Vodafone, EE), where specified. On “Unlimited UK Calls” during any monthly billing period you exceed 2000 minute per license usage we may terminate your service immediately or, at our sole discretion if we consider it appropriate, we may suspend your service and offer you an alternative call plan applicable to your usage. If having offered you an alternative you do not agree to move to the new call plan we reserve the right to terminate your service immediately. Termination charges apply. Our “Unlimited UK Calls” plan is subject at all times to a limit of 2000 minutes in aggregate during each monthly billing period for outgoing inclusive calls to.
      10. APPCAPTION LTD reserves the right to increase any charges for the Service without notice, provided that such charges cannot be increased more than once in any [12] month period and not by more than any percentage increase in the Retail Prices Index (RPI), or any future equivalent, as published by the Central Statistical Office in the Monthly Digest of Statistics in any twelve month period. Should APPCAPTION LTD need to increase charges more than once in any [12] month period or/and by more than the percentage increase of the RPI [due to factors beyond the control of APPCAPTION LTD (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs)], APPCAPTION LTD shall give the Customer written notice of any such increase [1] months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify APPCAPTION LTD in writing within [2] weeks of the date of APPCAPTION LTD’s written notice and APPCAPTION LTD shall have the sole right without limiting its other rights or remedies to terminate the Agreement by giving [6] [weeks’] written notice to the Customer.
      1. The Customer undertakes promptly to provide APPCAPTION LTD at its own cost, with all information and cooperation as it may reasonably require enabling it to perform its obligations under this Agreement and provide the Service.
      2. The provision of the Service may involve APPCAPTION LTD in the processing of personal data (as defined in the Data Protection Act 1998) that are under the Customer’s control. In respect of such personal data, APPCAPTION LTD warrants to and undertakes with the Customer that it shall:
        1. take appropriate technical and organisational measures against unlawful and unauthorised processing of the personal data and against accidental loss, destruction of and damage to the personal data, alteration or disclosure of the personal data to any third party, this being limited to data within APPCAPTION LTD control.
        2. take reasonable steps to ensure the reliability of all of its personnel (whether employees or contractors) that may have access to the personal data and to ensure that they are adequately trained in the good handling of personal data;
        3. act only in accordance with the Customer’s instructions in relation to processing the personal data and will not use the personal data for any purpose other than to provide the Service under this Agreement or as may be required by law.
      3. APPCAPTION LTD shall keep in confidence all confidential information concerning the Customer’s business which APPCAPTION LTD may obtain in the course of provision of the Service and shall not use or disclose any such information other than as may be required by law or as necessary in connection with the provision of the Services.
      4. APPCAPTION LTD reserves the right to carry out a credit check against the Customer and may register information about the Customer and the Customer’s account with credit reference agencies. APPCAPTION LTD and other lenders may use this information to make credit decisions. This information may also be used to prevent fraud and to trace debtors.
      5. For Customers using either the Call Recording Service, all call records will be deleted on expiry of the retention period.
      1. Save for the warranties and conditions expressly set out in these Terms and Conditions, APPCAPTION LTD gives no warranty or condition regarding the Service and specifically APPCAPTION LTD:
        1. expressly disclaims all conditions and warranties of any kind, whether express or implied, including but not limited to the implied conditions and warranties of satisfactory quality, fitness for a particular purpose, reasonable care and skill and non-infringement;
        2. gives no condition or warranty that the Service will meet the Customer’s requirements, will be uninterrupted or timely, will be secure or error free or that defects in the Service will be corrected.
      2. The Customer acknowledges and agrees that, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, condition, warranty or understanding (whether negligently made or not) other than as expressly set out in this Agreement.
      1. Nothing in this Agreement will exclude or restrict APPCAPTION LTD’s liability for (i) death or personal injury resulting from the negligence of APPCAPTION LTD or its employees or agents, (ii) fraudulent misrepresentation or (ii) any other liability that cannot by law be limited or excluded.
      2. This clause sets out APPCAPTION LTD’s total liability to the Customer if the Service is not available for a continuous period of 12 hours or more in any one day and that unavailability is attributable entirely due to the fault of APPCAPTION LTD. In such an event APPCAPTION LTD’s total liability will be limited to the sum of 5% of the charges incurred in the average month for the previous quarter. Such liability will be paid as a credit against the next invoice.
      3. APPCAPTION LTD’s aggregate liability to the Customer under or in connection with this Agreement (whether in contract, tort or otherwise including any liability in negligence) in respect of all causes of action arising in a calendar year will not exceed 60% of the total charges paid or payable by the Customer for the Service in such calendar year.
      4. APPCAPTION LTD shall not in any event be liable to the Customer (whether in contract, tort or otherwise including any liability in negligence) for any:
        1. loss of revenue, business, anticipated savings or profits, or damage to trading relationships; or
        2. indirect, special or consequential loss or damage whatsoever or howsoever incurred by the Customer in connection with this Agreement.
      5. In the event of any failure in the Service, APPCAPTION LTD will not be liable to the Customer for any charges incurred by the Customer should the Customer divert its traffic to another service provider.
      6. APPCAPTION LTD’s obligations and responsibilities under this Agreement are solely to the Customer and not to any third party and the Customer will keep harmless and will indemnify APPCAPTION LTD, its officers, employees and agents against any liabilities or costs arising from any and all claims by any third party in connection with the use of the Service or any defect in or failure of the Service.
      1. APPCAPTION LTD may at its sole discretion suspend with immediate effect the provision of the Service until further notice without liability or compensation to the Customer on notifying the Customer either orally (confirming the same in writing) or in writing in the event that:
        1. the Customer is in breach of any term of this Agreement;
        2. the Customer prevents or delays any prearranged maintenance from being carried out;
        3. the Customer is suspected, in APPCAPTION LTD’s reasonable opinion, of involvement with fraud or attempted fraud in connection with the use of the Service;
        4. APPCAPTION LTD is obliged to do so in order to comply with an order, instruction or request of any government, emergency service organisation or other competent authority.
      2. If APPCAPTION LTD suspends the Service under this Agreement then Customer will reimburse any costs and expenses reasonably incurred as a result of such suspension and/or the services being reinstated.
      3. If APPCAPTION LTD chooses to suspend the Service this will not prevent APPCAPTION LTD from also taking other action to terminate the Agreement under clause 14.
      1. This Agreement shall come into force on the date that a duly authorised signatory on behalf of APPCAPTION LTD signs a copy of the Order Form or on the date that APPCAPTION LTD commences provision of the Service whichever is the earlier.
      2. This Agreement will remain in effect for the Contract Period continuing automatically for consecutive 30 day periods unless and until terminated in accordance with this clause.
      3. Either party may terminate this Agreement on not less than 30 days’ prior written notice in writing to expire at the end of (i) the Contract Period or (ii) any subsequent 30 day period.
      4. Without prejudice to their other rights under this Agreement, APPCAPTION LTD and the Customer may terminate this Agreement with immediate effect if the other party:
        1. commits a material breach of this Agreement which is incapable of remedy or in the case of a remediable breach, the other party fails to remedy within 14 days of having been requested to do so in writing by the non-defaulting party; or
        2. gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for the winding up of the other (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of the other or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt.
      5. Without prejudice to its other rights, APPCAPTION LTD may terminate this Agreement by notice in writing to the Customer having immediate effect if the Customer fails to make any payment to APPCAPTION LTD when it becomes due and remains in default seven days after being notified in writing to make such payment.
      6. On termination of this Agreement (however occurring):
        1. APPCAPTION LTD shall cease providing, and the Customer shall cease to be entitled to use, the Service;
        2. the Licence granted under clause 4.1 will terminate with immediate effect;
        3. the Customer will allow APPCAPTION LTD prompt access to the Customer’s Premises to remove any Service Equipment;
        4. pay APPCAPTION LTD a sum equal to all the monthly contracted minimum payments that you would have paid had the Order continued for the minimum period.
        5. any consequential reprogramming of the Customer Equipment will be the Customer’s responsibility and at the Customer’s cost.
      7. The provisions of clause 9, 10, 11 and 12 will continue to apply notwithstanding the termination of this Agreement.
      1. Notwithstanding anything in this Agreement, if total or partial performance of any of its obligations under this Agreement is delayed or rendered impossible for APPCAPTION LTD by virtue of any reason whatsoever beyond its reasonable control (including but not limited to epidemic, act of terrorism, riot, explosions, strikes or other labour unrest, unavailability of equipment, power or other commodity, failure or non-availability of Internet or telecommunications facilities, or default of any third party) then such non-performance or delay will not be deemed to constitute a breach by APPCAPTION LTD of this Agreement and APPCAPTION LTD shall not be liable for any loss or damage which the Customer may suffer as a result.
    15. GENERAL
      1. The Customer may not assign or transfer this Agreement or any of its rights under it without AppCaption Ltd prior written consent. APPCAPTION LTD may assign, transfer, sub-contract or otherwise deal with all rights or obligations under this Agreement by giving notice in writing to the Customer.
      2. Both parties shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, (Anti-Bribery Requirements) and promptly report to the other party any potential or actual breach of the Anti-Bribery Requirements. A breach of this clause by either party shall be deemed a material breach of this Agreement.
      3. If any provision of this Agreement is found to be invalid, unlawful or unenforceable in any respect, the remaining provisions will continue to apply to the fullest extent permitted by law.
      4. Failure by either party to exercise or enforce any right under this Agreement will not be treated as a waiver of that right and will not prevent that right or any other right being exercised or enforced on a later occasion.
      5. This Agreement and any documents referred to in it, including, but not limited to, the APPCAPTION LTD tariff together represent the entire agreement and understanding of the parties with respect to their subject matter and supersede all prior understandings and representations (other than fraudulent misrepresentations), whether written or oral.
      6. The parties do not intend that any term of this Agreement should be enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone else.
      7. English law will govern this Agreement and the parties agree to submit any disputes to the exclusive jurisdiction of the English courts.
      1. If the Customer is not satisfied with the Service they may write to APPCAPTION LTD and inform APPCAPTION LTD of the problem and APPCAPTION LTD will act accordingly to satisfy the issue, or contact Ofcom, the communications regulator at ofcom.org.uk or call Ofcom on 0300 123 3333.

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