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At Acefone, we respect your privacy and acknowledge that you have certain rights and we have certain obligations related to the information we collect from you. Acefone has put different procedures in place to meet the requirements of both the local and various international laws related to your privacy.

This Privacy Policy (denoted here as “document” or “notice”) explains the privacy principles and practices of Acefone (denoted here as “we”, “our”, “us”, or Acefone) for collecting, storing, using, and sharing of information that a user, a customer, a visitor of Website or Services, or a reader of this page (all denoted here as “you”, “user”, or “your”) provided when you take our services through our online portals, visit our Website https://www.acefone.co.uk/ (denoted here as “Website”), use our phone systems such as softphone or IP desk phones, and use our Mobile Applications. This document also describes your rights related to the usage, access, deletion, and correction of your information.

Acefone Privacy Policy is applicable to our customers, the users of our customers (who take their services based on our products or services), users (who visit our Website, or use our Services, App or products), and anyone who reaches us or provide us with any information through our Website, Apps, or services.

We recommend you read this Privacy Policy document entirely to get complete information. You can also use the navigation links given on the left side to browse through the sections.

2. DEFINITIONS

2.1 what personal data means?

The personal data means any information that helps directly or indirectly in the identification of any natural person. It may use or do not contain an identifier such as name, identification number, location details, an online identifier (such as email address, profile URL, and others), or any factor relevant to the social, cultural, economic, mental, genetic, physiological, or physical identity.

2.2 what is the sensitive personal data?

Sensitive personal data contains the above information but includes the following information specifically.

Medical conditions

Philosophical or religious beliefs

Political opinions

Ethnic or racial origin

Convictions

Any membership

2.3 what is data controller?

As per Article 4 of General Data Protection Regulation (GDPR), the “data controller” determines the purposes and the manners to process the data.

2.4 what is data processor?

The “data processor” is either an organization or a person who processes the personal data for the Data Controller.

2.5 what is the data processing?

It is an operation or set of operations performed upon personal data, or its sets, either manually or by automated systems. Article 4 in General Data Protection Regulation (GDPR) lists the Data Processing examples that include collection, storing, recording, structuring, organizing, adapting, consulting, altering, retrieving, disclosing by transmission, using, disseminating or making available, combining or aligning, restricting, destruction, or erasure.

3. INFORMATION WE COLLECT

3.1 personal data you provide

We collect the following information that you provide us directly when you use our Website, Apps, or Services.

Title

Name (including First Name and Last Name)

Job Title

Company Name

Email Addresses

Address

Phone Numbers

Usernames

Information related to our services

Marketing Preferences

Credit Card, Banking, or other Payment Information

Transactional Information

Any communication, inquiry, or contact with us

Other information you provide during the usage of our services

We use the above-mentioned personal data for that specific reason only for which you have provided it to us. If you want us to remove any personal information from our database, please contact us at [email protected]

3.2 account information

We collect the following information when you create an account with us, modify the account, set preferences, or make purchases.

Contact Information

Billing Information

Self-picture or Profile Photograph

Job Title

Preferences

Or other required information

3.3 information we collect automatically

When you visit our Website, submit a query on the Website, use our Chat, or use other services, we automatically collect information from your device (such as computer or smartphone).

NOTE: In some countries, including EEA (European Economic Area), this information is termed as personal data as per their data protection laws.

3.3.1 usage information

We track your activities when you visit our Website, use our Apps, or avail our Services. We collect following information during these activities and use them to make the proposed facility or service much better.

Billing and payment details while making purchases on the Website Emails and other communications

Device information such as hardware model, operating system, device identifier, phone number, and other configuration information

Log information such as date/time stamp, operating system, browser details, content viewed on the Website, clickstream data (that helps in analyzing the visited Web Pages and the order to visit them followed by a visitor), Internet Service Provider details, and other The Internet Protocol (IP) Address of device used to access our Website, Apps, or Services Communication logs such as SMS (text messages), voice broadcast, calls, and conferences taking place using our platform Metadata that contains information about other data, such as title, author, abstract, keywords, size, and others

3.3.2 cookies and other similar technologies

We may use cookies to collect the previously mentioned information. Moreover, we deploy similar technologies such as web beacons and others. Please view “Acefone Cookies Policy” for more information about the cookies and other technologies.

3.4 information obtained from third-parties

3.4.1 information received from third-parties for marketing

We may collect the following information about the individuals from the public domain (such public databases or social platforms) and receive (purchase) it from third-parties to market our products.

Name (including First Name and Last Name)

Email Addresses

Postal Addresses

City and Country of office or residence

The collection, usage, storage, and processing of the above-listed information, and the marketing is performed in accordance with the applicable laws.

3.5 information received from your-opted third-party services

When you or your administrator link or integrate a third-party service with our Services, we may receive information that is controlled by your account or settings with the selected third-party service provider. It can be done for any purpose, such as accessing, storing, sharing, and editing content, connecting to calendaring services to allow you to manage the meetings, connecting to an address book service to allow you manage and use the contacts, and others.

The information we receive from such third-parties during such integrations depends upon and is controlled by your account settings by third-party providers, your selected or their default permissions, and their privacy policy. We recommend you check the privacy policies and settings of your preferred third-party service providers to understand what all data will be shared with us during such integrations.

4. USAGE OF THE INFORMATION

We may use your information to deliver our services, personalise your experience, run marketing campaigns with third-parties, and for other purposes listed hereinbelow. These include our services you have opted, the way you are using them, and your preferences either set in your account with us or communicated to us through any channel.

4.1 delivering services

We may use the information to deliver you our services or their parts, for which you have subscribed with us. We use the information to identify you as our customer, authenticate you as a registered user, process transactions, deliver your opted services, provide customer care support, and maintain our deliverables. For example, the name and picture provided in your account are used to identify you and the provided login credentials are used to authenticate your login at our Website.

4.2 personalizing user experience

Your information is used to personalise the user-experience and improve your productivity and collaboration when you visit our Website, use our Apps, or avail our services. We automatically analyse the activities of you and your added team members to deliver the most relevant notifications and other feeds, activity logs, recommendations, connections, and search results. If you are using our multiple services, we combine your information and activities to offer you a unique user experience overall.

We may use the title of your name or domain name given in the email address to identify you or your affiliation with a specific organization to personalise your experience and serve you relevant content when you visit our Website or use our services.

We may combine your pre-selected user role (such as an administrator or regular user) and your activities to show the information (like feeds or search results) that are very important for you. Similarly, we may hide administrative details from a normal user.

4.3 marketing with third-parties

We have partnered with third-party marketing service providers to run our marketing campaigns through different channels including email. Third-party marketing providers or we may use your information for marketing of our products, services, offers, and discounts only as per your pre-selected marketing preferences and applicable laws. You can opt-out from our email marketing campaigns by clicking “Unsubscribe” link given at the bottom of any promotional email.

4.4 other specific purposes

In addition to service delivery, personalisation of your experience, and marketing, your information is used for the following purposes specifically.

Delivering our Website, Apps, or Services to you and your users or customers

Administration, operating, protection, and maintenance of our Website, Apps, or Services

Analysing your usage of our Website, Apps, or Services for user analysis, traffic analysis, monitoring trends, marketing, and advertising

Improving our Website, Apps, or Services to enhance the user experience

Processing and completing the transactions related to your purchases

Delivering the support to you when you contact us in case of any help related to our Website, Apps, or Services

Responding to your requests and inquiries to provide you with the requisite information and services Sending you communications through email or text messages such as transaction confirmations, invoices, administrative communication, security notifications, technical updates, and alerts

Detecting and preventing unauthorised access, fraudulent practices, and illegal activities related to our Website, Apps, or Services

Target Advertising and Marketing Practices as per your preferences and law For other purposes for which we have received your consent either through preferences or other mediums

4.5 legal basis to process personal information of users of european economic area

The legal basis to collect and process the personal information of users of the European Economic Area depends upon the type of concerned information and the purpose to collect it. Acefone usually collects your information, including personal data, with your consent only. We may need this information to deliver you the requisite information or service as per a contract with you, or where the processing of your information is in our legitimate interests and is not overridden by your freedom, fundamental rights, or data protection laws. Acefone also has the legal obligation as per law to collect and process your personal information.

We may state the purpose to collect information at every instance, whenever we ask you to provide any personal information required either to offer you with your requisite service, or to enter in a contract with you, or to comply with a legal requirement. We may also advise you about the essentially required components of your information, including personal data, and consequences if you do not deliver the required information.

The use of your information, including personal data, by our third-party partners or by us are already listed in the “Usage of the Information Section”. If your information is used for other purposes by our third-party partners or by us, we will notify you about the purpose and interests at that instance.

If you need more information or have any query related to our legal basis to collect and use your information, contact us at [email protected]

5. SHARING AND DISCLOSING THE INFORMATION WITH THIRD-PARTIES>

Acefone is not in the business of selling the personal information of anyone to third-parties including advertisers. Instead, we share your information with third parties only in the following situations.

5.1 sharing information with our other users

When you start using our Services, we share some specific information related to you with our other Service users.

5.2 sharing information with managed accounts and administrators

You register with our Services through an email address containing a domain name, which is owned by your organization or employer. If such an organization may wish to create a site or an account, your information such as name, contact details, content, profile picture, and past usage of your account may be accessible to the administrator of that organization and our other Service Users who are using the same domain name. If you are a group member, group owner, or administrator of a site or user group (created within our Services), your contact information may be shared to facilitate the Service-related requests with the group members who are present or past users of our Services.

5.3 sharing information with third-parties We may share your information with the third-parties, who help us in operating, providing, improving, integrating, customizing, delivering support, and marketing our Services.

5.3.1 sharing information with our service providers

We may take services from third-party service providers for Website development, Application development, Website, and Data Hosting, on-premises or virtual infrastructure, backup, storage, payments, analysis, and others. These services are necessary to run our operations. Our third-party service providers may need to access or use your information to deliver us our required services. Any access to our service providers to your information is made as per our close instructions, which are guarded by our policies and procedures to protect your personal information.

5.3.2 sharing information with our partners

We work with our third-party partners, who provide us technical services, sales, and consultation that enable us to deliver and implement the solutions related to our services. With your consent, we may share your information with our third-party partners as per their services.

5.3.3 sharing information with third-party applications

You, an administrator, or another user on your behalf may install or integrate third-party applications within our Services to get a new functionality or to change the default behaviour of our Services. With such integration, opted third-party application may get access to your account information such as your name, email address, contact details, and any content that you select to use with that application. If you are billing, technical, or administrative contact for an account, your details may be shared with the third-party application providers upon such integration. We cannot control, and this Privacy Policy document does not cover how third-party applications use your information. Therefore, before going for any such integration, we recommend you go through the privacy policies of such third-party application providers to know about their information and privacy handling practices. If you have any objection to share your information with such third parties, please undo the integration by uninstalling the third-party app or using another medium.

5.3.4 sharing information with the third-party review or social media sites

We may ask you to share your feedback and rate us on third-party online reviews and online social media Websites. If you already have created an account on such a third-party site, they already have access to your information. Or if you create an account yourself or upon our request, such a third-party review or social media site may get access to your information such as your name, email address, contact details, your profile name, your profile picture, and any content that you select to share or use with that site. We cannot control, and this Privacy Policy document does not cover how these third-party sites use your information. Therefore, before taking any such step yourself or upon our request (to rate our services there), we recommend you go through the privacy policies of such third-party sites to know about their information and privacy handling practices. If you have any objection to share your information with such third-party review or social media sites, please do not process our request or do not take your self-decision to rate us and write about us there. Our request to rate us on such third-party review or social media sites is not our endorsement of a linked service or site with them.

5.4 sharing information with your consent

We take your consent to share your information with third parties for marketing purposes.

Example: After taking your consent, we may share your name, picture, and feedback on our Website for marketing purposes.

5.5 sharing information with our affiliates

We may share and disclose your information to our affiliates or prospects who could be our affiliate. Affiliated companies are owned or operated by us. Our information security procedures and privacy policy protect your information shared in such cases.

5.6 sharing information with business partners, vendors, and authorized third-party agents We may share and disclose your information to our business partners, vendors, or authorized third-party agents for the following purposes.

Enforcement of our acceptable use policy

Marketing, operating, delivering, improving, and customizing our Services

Providing technical and other support

Sending marketing and other communications

In connection with acquisition, sale, merger, reorganization, or financing with prospective or actual selected companies

5.7 sharing information to comply with laws, compliances, and enforcement requests

We have to share your information, including your personal data, with Government bodies, regulatory authorities, law enforcement agencies, Courts, or other third parties only if we have a good-faith belief that use or sharing of your information is really necessary due to any of the following reasons.

Comply with a legal obligation or process, law, regulation, compliance, Court order, or a Government request for any reason or to meet requirements of National Security

Enforce our terms of services, policies, and agreements

Protect the integrity and security of our Website, Apps, or Services

Protect our property, rights, and interests or those of third-parties

Protect the public or our customers from fraud, harm, or other illegal activities

Detect, prevent, or investigate the technical issues, frauds, or any wrongdoing related to our Website, Apps, or Services

6. YOUR PRIVACY RIGHTS

6.1 access and update your information

Wherever needed or where demanded by law, we provide you opportunities to access, view, modify, and delete their own information that we are processing.

You may also have wider rights to access, modify, and delete the personal information. You can also object and restrict the processing of your information or make a request for its portability. You can contact us at [email protected] to make such requests. We will treat all such requests as per the applicable laws.

If you have earlier given your consent to us to collect, use, process, and share your information, you can withdraw your consent. Withdrawal of consent, neither affects the lawfulness of processing conducted before your consent withdrawal request nor affects the processing your information, including personal data, performed as per law requirements irrespective of your consent.

You can complain to the Local Data Protection Authority at any time.

6.2 your privacy rights as an EEA person

We take the consent of our customers of the European Economic Area (EEA) before processing their information, and we do on their behalf only. As per any applicable EEA law, if you want to access, review, modify or delete your information that we are processing on another customer’s behalf, you have to contact that Customer to request the same. We can only help you and that customer to fulfill your request as per your instructions.

Also, as per any applicable EEA law, if you want to access, review, modify, or delete your information that we are processing on your behalf, please contact us at [email protected].

7. THIRD-PARTY SITES

This Privacy Policy document does not cover, and Acefone is also not responsible for the privacy, information, and practices of third parties, including those third parties for whom our Website or Services have links (URLs), and those third parties whose Website or Services have links to our Website or Services. A link or URL to any Website is not our endorsement of a linked service or a site with them.

8. SECURITY OF YOUR INFORMATION

It is very important for us to secure your information, including your personal data, that we collect through our Website, Apps, or Services. We have put different standard administrative, technical, and other organizational security procedures in place to safeguard your information during transmission, processing, usage, and storage.

Acefone neither controls nor have responsibility for the security, privacy policies, and practices of other Websites that you may visit and use for different purposes, even if you visit them using the links given on the Website, Apps, or Services.

Please note that no online service, App, or Website is completely secure; still, we are committed to protecting your information through the above-listed measures. However, we cannot guarantee the occurrence of data breach, data loss, hacking, and unauthorized access.

9. DATA RETENTION

Acefone will retain your information, including your personal data, until the purpose for its collection is fulfilled unless a longer data retention period is really required or as such asked by the law (for regulatory, legal, tax, or different reasons), and other legitimate business requirements.

Where we have no continuously going on legitimate business purpose to retain or process or your information, we either anonymize or delete it.

9.1 retention of account information

Your account information is retained for as long as your account is active with us. After the deactivation of your account, it is retained for a reasonable period in which you can decide to reactivate the account. If this period also expires, we delete most of the information, but we will retain some necessary parts of your information to maintain records, to meet the law requirements, to meet legal obligations, to enforce our agreements, to support business operations, to solve disputes, and to continue or improve our Services. Where we retain the account information to improve or develop our Services, we take steps to eliminate that part of the information that identifies you directly. We use and process information to know the collective insights of the usage of our services, instead of analysing specifically about your personal characteristics.

9.2 retention of the information you shared on our services If your account on our Services is disabled or deleted, still some of your content and information that you have provided will remain so that the other members of your group and other users continue to make full use of our Services. For example, we have to display the content that you have shared and messages that you have sent to the users even after disabling or deletion of your account.

9.3 retention of marketing information

If you have opted to receive the marketing communications, including email or text messages, we retain your marketing preferences and other information for a specific period starting from the date when you last displayed interest in our Website, Apps, or Services, or stopped using your account.

9.4 retention of information received from cookies and other similar technologies We retain information received from the cookies and other similar technologies for a fixed specific period starting from the date when such information was collected at first.

10. ACCESS AND CONTROL YOUR INFORMATION>

You have the following choices to access and control your information, including personal data, which we collect, store, use, and process.

10.1 your choices

You can make the following requests related to your information, including personal data.

Request a copy of your information

Request for the restriction or deletion of your information

Request to receive your information in an electronic and structured format

Raise objection to our use of your information (such as information for marketing)

We have mentioned hereinbelow the processes and tools to make these requests.

If you are a member of a user group created in our Services, your information and opted Services are being administered by a Group Administrator, so in the first place, you have to contact your Group Administrator for such requests. We would in such a situation where you face any issue in getting your such request processed by a Group Administrator.

For all other requests, you have to contact us at [email protected].

Please note that your choices and requests may be limited in some specific cases, such as if meeting your request can disclose information about other persons, or if you request to delete the information that your Administrator or we have compelling legitimate reasons or permissions as per law to keep that information. If you have asked us to share your information (and personal data) with third-parties (for example by installing third-party apps in our Services or integrating our services with third-party), you have to contact those third-parties directly to make requests to access, review, modify, restrict, or delete your information.

If you have a concern or issue related to your information, including personal data, please contact us at [email protected]. If your concern remains unresolved even after contacting our dedicated Privacy Team, you can raise a complaint to a Data Protection Authority in the country where you live, work, or where your right was infringed.

10.2 access and update your information

In our Services, we give you the options to access, review, and modify your certain information. Such as you can access and modify your profile information in your Account Settings and search for the content that may contain your information using the text-based search in our Services. The content containing information about you can also be edited using the provided tools in our Services. If you need any help to access or update your information, please contact us using the details given at “Contact Us Page” of this Website.

10.3 deactivate your account

If you do not want to use our Services, you or your administrator on your behalf can contact us using the details given at “Contact Us Page” of this Website to deactivate your account. Please refer to the “Retention of Account Information Section” to know about the retention of your account information.

10.4 request to stop us from using your account

In some cases where you believe we do not have rights, you can request us to stop storing, accessing, using, and processing your information, including your personal data. For example, if you believe that your account has been created on our Services without your permission or if you are no more using our services actively, you may request us to delete your account. If you had earlier given consent to use the information towards a limited purpose, you might contact us to withdraw your consent, but it could not affect any processing or usage of your information that has been taking place already. You can click “Unsubscribe” link given at the bottom of promotional emails, being sent as a part of our Marketing Campaigns.

We need time to investigate, process, and facilitate such opt-out requests. If there is any delay or dispute (as to our rights to use your information) related to your such opt-out requests, we restrict any further processing or usage of your information until your request is honoured or the dispute is resolved unless your administrator has any objection.

If you want to object to the information being shared with a third-party service or app, you or your administrator can either disable such third-party app or service or contact us to get it disabled.

10.5 opt-out of communications

To opt-out from our promotional marketing campaigns, you can click “Unsubscribe” link given in each promotional email sent to you. You can update the email preferences in your account settings, or by contacting us at [email protected]. You can also opt-out from some notifications in your account settings itself. Even if you opt-out from receiving promotional emails and messages, you will continue to receive the transactional communications related to our Services.

11. INTERNATIONAL DATA TRANSFERS

Your information, including your personal data, may be collected in, stored in, transferred to, or processed in the countries different from the country where you live, work, or where your right was infringed. Your information collected outside European Economic Area (EEA) specifically can be transferred to or stored on our servers located in countries where Acefone, our group companies, our partners, or other third-parties operate. The Data Protection Laws of these countries can be different to Data Protection Laws of your country, and these may not be as much protective as your country’s laws in some cases.

However, Acefone has deployed the appropriate safeguards to protect your information, including personal data, as per this Privacy Policy document and applicable laws.

12. CHILDREN’S PRIVACY

Acefone does not create or offer products or services, which are designed to be used by or take information whatsoever from the children below the age of 16 years. If you believe that information or personal data of a child below 16 years of age has been shared or disclosed to Acefone, please contact us at [email protected].

13. CHANGES IN PRIVACY POLICY

If we modify our Privacy Policy document, we will publish these changes on this page and update the “Last Updated” section given at the top. We will notify you directly by sending an email or by posting a message or notification on this Website, before making changes in this Privacy Policy document effective. We encourage you also to go through this Privacy Policy document regularly to be informed about the latest changes.

14. CONTACT US

If you have queries, concerns, comments, or feedback about our Privacy Policy document, please email us at [email protected].

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1. DEFINITIONS
   • In the Contract the following terms have the meanings shown next to them:

All Hours means between 0000 and 2400 hrs. Monday to Sunday including public or bank holidays Applicable Law means the laws of the UK and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which touch or concern the provision of the Services including the Communications Act 2003, the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000 and all regulations relating to the marketing and supply of the Services; Artificially Inflated Traffic means the flow of telephone calls to any particular revenue share service which is, as a result or consequence of any activity by or on behalf of the Customer, disproportionate to the flow of calls which would be expected from good faith commercial practice and usage of the Service; Authority means a regulatory or other competent authority including but not limited to the emergency services, HM Revenue and Customs, Trading Standards and/or Ofcom or similar regional authority and their successors from time to time Charge(s) means that charge(s) and other amounts payable by the Customer under this Contract, in particular in accordance with clause 5. Conditions mean these Terms and Conditions for Acefone Business Services. Content means applications, data, information, video, graphics, sound, music, photographs, software or any other material. Contract means this agreement between Acefone and the Customer comprising the following documents, in the following order of precedence: the Managed Service Agreement; the Service Schedule; these Conditions, and the Acefone quotation or proposal and then any other documents expressly incorporated by any of these documents or by agreement between the Customer and Acefone. Customer means the person with whom Acefone contracts to provide the Service. Customer Equipment means any equipment (hardware), including any software, for use with the Service which is owned or controlled by the Customer. DDI means a direct dial inbound telephone number that can be country specific to provide the Customer with a local (in country) presence but does not provide the same facilities that a fully functional country specific telephone number would. Early Cancellation Charge means the charge applicable to the Customer for cancelling the Contract before the Service Start Date. Early Termination Charge means the charge applicable to the Customer for cancelling the Contract after the Service Start Date but before the Minimum Period expiry date. Finance Agreement has the meaning given to it in clause 5.2. Gateway meansany device(s) which enables the automatic routing of calls. Group Company means a subsidiary or holding company including a holding company, or a subsidiary of any such holding company, all as defined by Part 38, Section 1159 of the Companies Act 2006 Intellectual Property Rights means any patent, petty patent, registered design, copyright, design right, database right, rights in designs, invention, semiconductor topography right, know-how, or any similar right exercisable in any part of the world and including any applications for the registration of any patents or designs. Managed Service Agreement or MSA means the Acefone form that sets out the specific requirements for the Service agreed between the Customer and Acefone. This includes any order form or other document signed by Acefone and the Customer that details the Service required. This along with the Acefone’s Privacy Policy and any other supplementary documents constitute the complete “Agreement” between Acefone and the Customer. Minimum Period means the intended minimum contract period over which the Service will be provided which is usually 36 months, or as stated on the MSA, and measured from the Service Start Date. Office Hours means between 9.00am and 5.00pm on any day which is not Saturday, Sunday or a UK public or bank holiday Service means the service or part of the service or equipment that is ordered by the Customer and specified in the relevant Contract documents. Service Catalogue means a schedule that describes the Service or part of the Service provided by Acefone. Service Level Agreement (SLA) means the schedule that describes the delivery and performance standard governing the provision of a Service by Acefone. Service Schedule means a schedule to these Conditions that provide details of the Service. This includes the Service Catalogue(s) and the Service Level Agreement. Service Start Date means the date on which the Service is first made available to the Customer unless otherwise stated in the Service Schedule. This may sometimes also be referred to as the operational service date or delivery date and will be advised to the Customer once known by Acefone. Site means the place(s) at which Acefone provides Service. Acefone means The Real PBX Limited of 3, Willow Close, Holborough Lakes, Snodland, Kent, England, ME6 5FA registered in England and Wales with Company Registration No. 10471487. Acefone Equipment means any equipment, including any Software, owned or controlled by Acefone to provide the Service. Software means any software and associated written and electronic documentation and data provided by Acefone under the Contract. User means anyone who is permitted by the Customer to use or access the Service. User Security Details means any IDs, user names, personal identification numbers and passwords. Working Day means any day between Monday and Friday, excluding UK bank and public holidays

2. COMMENCEMENT
   • The Contract begins on the date Acefone communicates its acceptance of the MSA for the Service and continues until ended by the Customer or Acefone in accordance with this Contract.
   • After the Minimum Period the Contract will automatically renew for a period of twelve months at every Contract anniversary unless terminated by Customer or Acefone 1 full calendar month before the Contract anniversary date (falling on or after the end of the Minimum Period) unless ended as set out in clause 7 of this Contract.
   • The Service commences on the Service Start Date.
   • Where Acefone sells equipment to the Customer, the terms of this Contract will also apply in relation to that sale of equipment and title shall only pass to the Customer once payment in full has been received by Acefone. In the meantime the Customer is fully responsible for the safe keeping, maintenance and insurance of that Acefone Equipment.
   • Where Acefone provides equipment to the Customer for use during the Contract the Customer is fully responsible for the safe keeping, maintenance and insurance of that Acefone Equipment.
   • The Customer agrees that Acefone shall always have a right of access to the Customer Site to inspect and maintain or remove the Acefone Equipment.
   • The Customer shall (a) notify Acefone immediately in writing in the event of any loss or damage to any Acefone Equipment, (b) pay all insurance proceeds in connection therewith to Acefone forthwith on receipt, and (c) in any event hold any such sums on trust for the benefit of Acefone absolutely.
3. PROVISION OF THE SERVICE

Site Preparation, Access and Installation

• The Customer agrees to prepare the Site according to any instructions Acefone may give and to provide Acefone with reasonable access to the Site for the purposes of the Contract. The Customer agrees to provide at its expense a suitable place and conditions for Acefone Equipment and, where required, continuous mains electricity supply, Internet and other services connections and environmental conditions as specified by Acefone.
• The Customer will obtain any permission needed for Acefone to put Acefone Equipment on the Site or to configure the Acefone equipment remotely if possible.
• The Customer and Acefone will meet each other’s reasonable safety and security requirements when on the Site. The Customer and Acefone agree to look after each other’s equipment on the Site. If the Customer or Acefone damages the other’s equipment it must pay for any repair or replacement needed.  This does not apply where the damage results from normal use.
• Acefone will try to provide the Service by the date agreed with the Customer, but all dates should be considered as estimates as often they are based on information provided to Acefone by third parties.
• The Customer will be responsible for making the Site good, after any work has been undertaken by Acefone at the Site, including putting items back and for re-decorating.
• The Customer will not permit or make without limitation any attempt to disassemble, deconstruct, break down, hack or otherwise interfere with any Acefone Equipment.
• For the avoidance of doubt only those services recorded in the MSA shall form part of this agreement. Acefone accept no liability for any service not specifically mentioned in the MSA. It is the Customers responsibility to ensure all details are correctly recorded on the MSA.
• The Customer will ensure a suitable insurance policy is in place for the Acefone Equipment whilst on the Site.

Faults and Repair

• Acefone will try to provide uninterrupted service, but the Customer understands and agrees that from time to time faults and/or Service interruptions may occur.
• If the Customer reports a fault in the Service Acefone will repair the fault in accordance with the Service Level Agreement which is available on request. If Acefone agrees to work outside the hours specified in the Contract or if the Customer reports a fault and Acefone finds there is none or that the Customer has caused the fault, Acefone may apply a charge. This charge will be as detailed in the Service Schedule or if not detailed based on the time expended multiplied by £80 plus VAT per hour.
• In the event the fault is caused by a third party either contracted to Acefone but not controlled by Acefone or contracted and controlled by another party, then Acefone will do everything it reasonably can to facilitate the repair of the fault but the Customer acknowledges this will be on a best endeavours basis and that Acefone cannot be held responsible for any delays caused by the third party.

Acefone Equipment Maintenance

• Acefone will:
  • Provide routine maintenance and repair to the Acefone Equipment during Office Hours as required by the manufacturers guidelines;
  • Use our reasonable endeavours to respond to Customer service requests in accordance with the SLA provided that time shall not be of the essence as response times cannot be absolute due to location and unpredictable demand;
  • If requested in writing, to train up to two Customer employees to use the Acefone Equipment correctly;
  • So far as Acefone are reasonably able supply and deliver consumables as requested by the Customer in writing. Acefone aims to deliver these within two days from written request ;
• Provided that:
  • The maintenance and repair does not apply to consumable parts, the provision of which shall be subject to availability,
  • If a service call identifies that the problem is as a result of lack of maintenance and cleaning on the Customers part, the Acefone Equipment being physically moved, improper use or damage resulting from attempts by persons other than Acefone or its representatives the Customer will be charged for the call out,
  • If the Customer requests a service call out and no fault is found or if it relates to routine operation of the Acefone Equipment the Customer will be charged for the call out.
• On expiry of the warranty applicable to the Acefone Equipment or any part of the Acefone Equipment, Acefone will charge the Customer for the cost of all parts and labour used in maintaining and or servicing the Acefone Equipment.

4. REGULATIONS AND USE OF THE SERVICE
   • Any Customer Equipment must be:
     • technically compatible with the Service and not harm Acefone’s network, third party network or another customer’s equipment;
     • connected using the applicable Acefone network termination point or other Acefone approved process, and used in compliance with any relevant Acefone instructions, standards or Applicable Laws; and
     • adequately protected by the Customer against viruses and other breaches of security.

Proper use

• The Service must not be used:
  • in any way that is unlawful or in contravention of any licence, code of practice, instructions or guidelines issued by a regulatory Authority, third person’s rights or Acefone’s Acceptable Use Policy located on their website or
  • to send, communicate, knowingly receive, upload, download or use any material or make any calls that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive; or
  • to establish, install, operate or use a Gateway; or to participate in any other activity or conduct which may result in Artificially Inflated Traffic; or
  • in any way Acefone considers is or is likely to be detrimental to the provision of the Service to the Customer or service to any of Acefone’s other customers.
• The Customer will comply with Acefone’s reasonable instructions regarding health, security, safety or the quality of the Service.

Security 

• The Customer is responsible for the proper use of User Security Details, if any, and must take all necessary steps to ensure they are kept confidential, secure and not made available to unauthorised persons in accordance with Acefone’s Password Policy located on their website.
• If the Customer believes that any User Security Details are or are likely to be used in an unauthorised way, the Customer must inform Acefone immediately.
• Acefone does not guarantee the security of the Service against unauthorised or unlawful access or use. If Acefone believes there is or is likely to be a breach of security or misuse of the Service Acefone may:
  • change and/or suspend the User Security Details (and notify the Customer that it has done this); or
  • require the Customer to change the User Security Details.

Internet Access

• Where the Service requires access to the internet the Customer understands and agrees that the use of the internet is at the Customer’s own risk.

Operations

• Occasionally Acefone may:
  • change the way Acefone provides the Service, provided that any change to the way Acefone provides the Service does not significantly affect the performance or functionality of the Service; or
  • interrupt or suspend Service, without prior notice:
    • to comply with an order, instruction or request of any governmental body, an emergency services organisation, or any Authority;
    • if the ability of Acefone and/or a third party to connect to any Customer or Acefone Equipment, or any third-party services, network or software is withdrawn or compromised for any reason;
    • if the Customer is in breach of these Conditions, e.g. payment default;
    • where it reasonably believes the Customer is in breach of clause 4.2.2 and 4.2.3;
    • if Acefone has a right to terminate this Contract in accordance with clause 7; or
    • where a third party suspends, limits or interrupts the Services (in whole or in part) as a result of the acts or omissions of the Customer; or
    • as otherwise set out in any relevant Service Schedule;
    • following, where reasonably practicable, prior notice to make any change, modification, enhancement, replacement of or additions to any Services in accordance with clause 6; and
    • following, where reasonably practicable, prior notice, to undertake planned maintenance or testing.

If this happens Acefone will restore the Service as quickly as possible.

• Any period during which the Services are suspended, interrupted or limited in accordance with clause 4.8 or 4.9 shall not be taken into account in the calculation of any Service’s compliance with any applicable Service level Agreement.

• Acefone shall be entitled, by giving the Customer such advance notice as is reasonably practicable, to:
  • change, modify, enhance, replace or make additions to any of the Services (or any part of them) in any way whatsoever as Acefone sees fit in its absolute discretion for any reason at any time; and
  • alter the way in which any Services are delivered.

Telephone Numbers

• The Customer can transfer numbers to Acefone to use with the Service or acquire numbers from Acefone to use with the Service. However, if the Customer wants transfer numbers to a new service provider at any time then £5 per number will be payable by the Customer prior to the transfer process commencing. Thereafter Acefone will promptly deal with the number transfer request.
• Given the limitations of the Acefone network some country specific telephone numbers will not provide access to certain in country local facilities like emergency services, Freephone numbers, non-geographic numbers and the like. In this instance Acefone would provide DDI numbers.

Indemnity

• The Customer will indemnify Acefone against any claims or legal proceedings that are brought or threatened against Acefone by a third party because the Service is or has been used in breach of this Contract and Acefone will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.
• Acefone will indemnify the Customer against any claims or legal proceedings that are brought or threatened against the Customer by a third party where the Service is or has been used in fully in accordance with this Contract and the Customer will notify Acefone of any such claims or proceedings and keep Acefone informed as to the progress of such claims or proceedings.
• In relation to any claim referenced in 4.12 or 4.13, the receiving party will promptly notify the other party in writing and must not make any admission without the other parties’ prior written consent. Both parties shall give the other all reasonable assistance in responding and dealing with any such claim.

Monitoring and Recording Calls

• Acefone may monitor and record calls relating to customer services and telemarketing. Acefone does this for training purposes and to improve the quality of its customer services.

5. CHARGES AND PAYMENTS

General

• Charges for the Service are as detailed on the MSA and calculated using the details recorded by Acefone. Other charges that may apply are set out in the relevant Service Catalogue and/or Contract.
  • If not specifically itemised and costed separately on the MSA the usage (excluding inclusive usage charges), connection and any other non-recurring charges include any subscription, rental, and other recurring charges (including inclusive usage charges).
• Acefone may at its sole discretion choose to finance all or part of this Contract by way of assigning and/or otherwise transferring (with or without notice) the benefit of its right, title and interest (in whole or in part) to receive Charges and/or other amounts to a third party funder and the Customer acknowledges that these finance arrangements are acceptable (the “Finance Agreement”).
  • If Acefone choose to cover all or part of this Contract to the Customer under a Finance Agreement the Finance Agreement Charges are included in the Rental Charge and the following applies;
    • The Finance Agreement Rental Charge represents the following % of the total Rental Charge; ……………………………%
    • A schedule of items included in the Finance Agreement will be identified to the Customer prior to the Service Start Date.
  • The Initial Charge detailed on the MSA is payable to Acefone and is in addition to any other charge and is not refundable.
  • The Customer is responsible for and must pay the Charges for the Service whether the Service is used by the Customer or someone else with or without the permission of the Customer.
  • Acefone will send the invoices via email to the email address notified by the Customer to Acefone. Unless otherwise stated in the MSA, Acefone will send its first invoice shortly after payment of the Service, and then at monthly intervals. Sometimes Acefone may send the Customer an invoice at a different time.
  • The Customer will be liable for Charges for the Service from the Service Start Date, unless otherwise stated in the MSA. Time for payment for amounts due under this Contract shall be of the essence.  The Customer shall pay Charges and all other amounts due in full on the due date in cleared funds without set off, deduction, withholding and/or counterclaim on any grounds whatsoever.
  • Unless otherwise stated in the MSA the Customer agrees to pay:
    • The subscription, rental, and other recurring charges within 10 days of receipt of the invoice (including inclusive usage charges); and
    • in arrears for usage (excluding inclusive usage charges), connection and any other non-recurring charges. Where possible these charges will appear on the Customer’s next invoice but sometimes there may be a delay.
  • All Charges are exclusive of VAT which is chargeable at the applicable rate, unless otherwise provided in the MSA.
  • As part of its credit management procedures, Acefone may at any time:
    • carry out a credit vet of the Customer. The Customer agrees to provide Acefone with any information Acefone may reasonably require for this; and
    • require the Customer to pay a deposit or provide a guarantee as security for payment of future invoices by the means requested by Acefone; and/or
    • require the Customer to agree a payment plan determined by Acefone that in Acefone’s sole opinion will cover their estimate of the Customers monthly charges for utilising the Services (“Monthly Payment Plan”).
  • Payment is due on the date specified on the invoice, which is normally 10 days from the date of the invoice unless otherwise stated in the MSA and any credits raised by Acefone will be applied directly to the Customer’s account.
  • The Customer must pay all charges by Direct Debit or Monthly Payment Plan or through Credit/Debit Card, unless otherwise advised by Acefone.
  • Payments made other than by Direct Debit or Monthly Payment Plan or Credit/Debit Card will be collected by Acefone but Acefone will levy an additional 3% payment processing fee onto the invoice.
  • Where Acefone has agreed that the Service can be included within a standard Acefone pricing package or scheme, the Customer agrees that while the Service is included within the pricing package or scheme the charges specified in the MSA may be amended by the terms of the pricing package or scheme. Upon termination of the pricing package or scheme, the charges will revert to those specified in the MSA.
  • Acefone shall invoice the Customer for the Services as detailed on the MSA.  This may include a non-refundable deposit if detailed.

Disputed Invoices

• If the Customer disputes any charge on an invoice the Customer will notify Acefone in writing within 10 days of the date of the invoice with all relevant information.
• Any disputes will be resolved promptly.
• Any dispute received after a three (3) month period has elapsed will be processed at Acefone’s sole discretion.

Late Payment

• If Acefone does not receive payment by the due date, ACEFONE may charge the Customer:
  • a late payment charge of £80; and/or
  • daily interest on late payments at a per annum rate equal to 4% above the base lending rate of the European Central Bank for the period beginning on the date on which payment is due and ending on the date on which payment is made (before and after judgment).
• If the Customer does not pay an invoice, Acefone may instruct a debt collection agency to collect payment (including any interest and/or late payment charges) on its behalf. If Acefone instructs an agency, the Customer must pay Acefone an additional sum. This will not exceed the reasonable costs Acefone has to pay to the agency, who will add the sum to the Customer’s outstanding debt on Acefone’s behalf.
• If any sum owed by the Customer to Acefone under the Contract or any contract with Acefone is not paid by the due date, Acefone may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with Acefone.
• Additionally, if any sum owed by the Customer to Acefone under the Contract or any contract with Acefone is not paid by the due date, Acefone may suspend the service by giving minimum 24 hours’ notice on the registered email address mentioned on the MSA. Only when all outstanding payments have been paid to Acefone would the Services be recommenced. The Customer will continue to pay the Charges during any period of suspension.

Fraud Prevention

• Acefone may check the Customer’s details with a fraud prevention agency. If the Customer provides information that Acefone reasonably believes to be false or incorrect and Acefone suspects fraud, Acefone may record this information with a fraud prevention agency. Acefone and other organisations may use and search this information.
• If the Service requires passwords and usernames to access the Service or control the Service, it is the responsibility of the Customer to manage this security. Acefone shall not be responsible for any security breaches in this regard nor shall it be liable for any costs that result from such a security breach.

6. CHANGING THE CONTRACT
   • Acefone shall be entitled to change the Contract at any time to comply with Applicable Law or the direction or instructions of any Authority and will publish any change in line with clause 6.2. However, and if applicable, increases in the agreed charges to accommodate increased supplier and other operational costs shall only be applied on or after each anniversary of the Service Start Date.
   • Unless otherwise stated in the Contract, Acefone will publish any changes to the Contract (including the Charges) on their website and/or on the Customer invoice and/or in accordance with clause 10.14 and/or by following the Acefone Change Control Process (available on request), as follows:
     • for changes that are to the Customer’s detriment (this includes any increases to the Charges or changes that require the Customer to make any changes to how the Service is used), at least 14 days before the change is to take effect; and
     • for all other changes at least one day before the change is to take effect.

7. ENDING THIS CONTRACT
   • The Customer may cancel the Contract or the Service at any time prior to the Service Start Date however an Early Cancellation Charge may apply;
     • In the event the cancellation is received within 7 days from the date of signing the MSA there will be no Early Cancellation Charge. However, if the Contract is subject to a Finance Agreement this limit is extended to 14 days.
     • In the event the cancellation is received after the deadline set in 7.1.1 but before the Service Start Date the Customer shall pay Acefone an Early Cancellation Charge of 50% of the total value of the Contract, being 50% of the total value of the Rental Charges on the MSA, plus 50% of the estimated usage charges on the MSA, multiplied by the remaining element of the Minimum Period, provided that clauses 7.1.1 and 7.1.2 shall not apply in respect of any part of the Contract (including any Acefone Equipment, Software and/or Services and/or any Rental Charges in connection therewith) which are the subject of a Finance Agreement (“Financed Items”) (which Financed Items shall be governed by clause 7.7).
   • The Contract or the Service after the Service Start Date may be terminated by either party on not less than thirty (30) days written notice to the other; however Early Termination Charge may apply in accordance with clause 7.3.
   • If the Customer or Acefone ends the Contract or the Service during the Minimum Period the Customer will pay Acefone an Early Termination Charge of 100% of the total value of the Contract, being 100% of the total value of the Rental Charges on the MSA, plus 80% of the estimated usage charges on the MSA or based on the average of the last 3 full usage months prior to notice being received from the customer, whichever is the lesser, the total of which shall be multiplied by the remaining element of the Minimum Period, provided that this clause 7.3 shall not apply in respect of Financed Items (which shall be governed by clause 7.7). Without prejudice to clause 7.7, this clause 7.3 will not apply if:
     • the Customer ends the Contract or Service during the Minimum Period because Acefone is in material breach of this Contract and Acefone acknowledges that this breach cannot be rectified; or
     • the Customer gives notice to end the Contract within one (1) month of Acefone notifying the Customer of a major (over 30%) increase to the charges or major ( as defined by Acefone) changes to the Conditions in either case to the Customer's significant detriment; or
     • Acefone ends the Contract or the Service during the Minimum Period for convenience; or
     • the Contract ends because either clause 9.6 or 10.3 applies.
   • The Customer may also end this Contract by way of notice in writing if:
     • Acefone materially breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within 30 days of being asked by the Customer to do so; or
     • insolvency proceedings are brought against Acefone or Acefone makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of Acefone’s assets or Acefone goes into liquidation or a corresponding event under any jurisdiction.
     • For the avoidance of doubt, in the event that the Customer terminates the Contract for any reason under any of clauses 7.3.1, 7.3.2, 7.3.3, 7.3.4, 7.4.1 and/or 7.4.2 and the Contract included Financed Items then such termination shall be without prejudice to the operation of clause 7.7 and the Customer retains its liability to pay the amounts referred to in clause 7.7 in respect of all such Financed Items.
   • Acefone may suspend the Service or end the Contract, or both, at any time without notice and apply the Early Termination Charge and/or require payment of the amounts referred to in clause 7.7 if:
     • the Customer breaches the Contract or any other contract that the Customer has with Acefone and, if the breach is capable of remedy, fails to put right the breach within a reasonable time (not exceeding 30 days) of being asked by Acefone to do so. In this clause breach includes the Customer planning to or commencing to move the all or part of the Service to an alternative supplier without providing Acefone any notice of the change ; or
     • Acefone reasonably believes that the Service is being used in a way forbidden by clauses 4.1–4.6 and/or 4.8.2. This applies even if the Customer is unaware that the Service is being used in such a way; or
     • bankruptcy or insolvency proceedings are brought against the Customer or the Customer does not make any payment under a judgement of a Court on time or the Customer makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of the Customer’s assets or the Customer goes into liquidation or a corresponding event under any jurisdiction.
   • If the Contract ends Acefone will refund any money owed to the Customer after first deducting any money due to Acefone under this Contract or any other contract that Acefone has with the Customer.
   • On any early termination of the hiring of any Financed Items for any reason whatsoever the Customer shall in respect of each such Financed Item:
     • pay to Acefone a sum equal to all arrears of Rental Charges and other payments and interest, plus (as liquidated damages for Acefone’s losses) a sum equal to all the Rental Charges that the Customer would have paid had the Contract continued for the Minimum Period less a discount from the date of termination to the date each of the Rental Charges would otherwise have fallen due at a rate of 2% per annum;
     • pay all Acefone costs in repossessing, repairing and selling the Finance Items and administration of the termination; and

comply with the Customer’s obligations to return all Financed Items and compensate Acefone for any losses and/or failure to comply with such obligations.  In particular, in the event Acefone need to attend the Site and remove and/or collect the Acefone Equipment the cost of this removal will be chargeable to the Customer. If the Acefone Equipment is not usable and in good working order and condition, free from any defects and without the need for repair or refurbishment, fair, wear and tear excluded, the Customer agrees to compensate Acefone for the unrecovered investment (if any) in the residual value of the Acefone Equipment.

8. LIMITATION OF LIABILITY
   • Acefone accepts liability as set out in the Contract.
   • Neither the Customer nor Acefone excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by Applicable Law.
   • Unless otherwise expressly stated in the Contract neither the Customer nor Acefone shall be liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for any direct or indirect or consequential loss of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, business interruption or for any other direct or indirect or consequential loss or punitive damages which may arise in relation to the Contract whether or not the Customer or Acefone was advised in advance of the possibility of such loss or damage.
   • Subject to clauses 8.2, and 8.3, the Customer and Acefone accept liability to the other in contract, tort (including negligence) breach of statutory duty or otherwise for direct loss limited to £250,000 for any event or series of events in each Contract year. For the avoidance of doubt, this cap does not include any Early Cancellation or Termination Charges payable by the Customer and/or any amounts under clause 7.7.
   • Clause 8.4 will not apply to any obligation to pay Charges or to clauses 4.12, 4.13 and 9.5
   • Each part of this clause operates separately. If any part of a clause is held by a Court to be unreasonable or inapplicable the rest of the clause shall continue to apply.
   • The Customer is responsible for reviewing whether the Customer should enter into a business continuity insurance contract.
   • Any Service Credits paid or credited to the Customer shall be taken into account for the purposes of calculating the limit of Acefone’s liability.
   • Subject to clause 8.2, Acefone shall not in any circumstances be liable for:
     • any claims made or alleged by a third party against the Customer as a result of the Customer’s failure to comply with its obligations under this Contract;
     • any failure, non-provision or delay in the provision of the Services which:
       • can be reasonably attributed to the acts or omissions of the Customer, its employees or agents or the interoperability of the Customer’s or any Customer products or applications with the Services; or
       • occurs during any period of maintenance which is notified in accordance with the procedures as set out in the relevant Service Schedule;
     • any unavailability of the Services that is due in whole or in part to the failure of any Customer Equipment, or any third-party services, network or software; and
     • any claims made or alleged by third parties against the Customer that result from fraudulent use of the Services.

9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Intellectual Property

• The Customer agrees and acknowledges that all Intellectual Property Rights and other rights in the Services and the trademarks shall remain the property of Acefone or its licensors.
• Acefone grants the Customer a non-exclusive, royalty free licence to use such Intellectual Property Rights in the Services as is necessary solely for the purposes of utilising the Services as permitted under this Contract.
• Any use by the Customer of the Trademarks or the company name, company domain or domain name or any photograph or representation of any building of Acefone or a Acefone third party must be approved in writing by Acefone prior to its intended use, except to the extent permitted by Applicable Law.
• The Customer shall immediately notify Acefone if it becomes aware of any unauthorised use of the Services or any Intellectual Property Rights in the Services or the trademarks. The Customer shall provide Acefone with all assistance reasonably requested to assist in taking all steps to maintain or defend such Intellectual Property Rights and trademarks.
• To the extent Acefone reasonably requires a licence to use any Intellectual Property Rights owned or used by the Customer to perform its obligations or exercise its rights under this Contract the Customer grants Acefone a non-exclusive, royalty-free licence to use, operate, copy and modify such Intellectual Property Rights, solely for the purposes of performing its obligations and exercising its rights under this Contract.
• If the Service becomes, or Acefone believes it is likely to become, the subject of a claim of infringement of any Intellectual Property Rights Acefone, at its option and expense, may secure for the Customer a right of continued use or modify or replace the Service so that it is no longer infringing, provided that the modification or replacement does not materially affect the performance of the Service. If none of the remedies in this clause is available to Acefone on reasonable terms, Acefone may notify the Customer and terminate the Service without liability to the Customer.

Confidentiality

• Except to the extent any disclosure is required by Applicable Law and as set out in clause 9.9 Acefone and the Customer will keep in confidence any information, whether written or oral, of a confidential nature obtained under or in connection with the Contract. The Customer and Acefone will not, without the consent of the other, disclose such information to any person other than:
  • their Group Company employees or professional advisers who need the information in order for the Customer or Acefone to fulfil its obligations under the Contract; or
  • in the case of the Customer, its Users to the extent that they are required to use or access the Service; or
  • in the case of Acefone, the employees or professional advisers of its suppliers who need the information in order for Acefone to fulfil its obligations under the Contract.
• Information Acefone holds about the Customer may be used for fraud prevention and credit vetting purposes and this may include Acefone sharing such information with third party companies including other communication companies.
• Information will not be treated as confidential if it is:
  • in the public domain other than in breach of the Contract; or
  • lawfully in the possession of the Customer or Acefone before disclosure has taken place; or
  • obtained from a third person who is free to disclose it; or
  • replicated independently by someone without access or knowledge of the Information.
• Where the Freedom of Information Act 2000 applies to the Customer and the Customer receives a request under the Act that includes any information held by the Customer that was provided by Acefone in connection with the Contract the Customer will:
  • notify Acefone immediately of the request; and
  • give Acefone at least five Working Days to make representations.

Data Protection

• For the purposes of clause 9.11 – 9.17 “data controller”, “data processor”, “personal data” and “process” shall have the same meanings as within the Data Protection Act 1998 or the equivalent in any successive legislation or regulation.
• The Parties agree that they will comply with all Applicable Law in relation to data protection, including the Data Protection Act 1998.
• To the extent that either Party processes personal data on behalf of the other, the processing Party shall:
  • use any such personal data solely for the purpose of performing its obligations under this MSA;
  • process the same only in accordance with the other's instructions including by correcting, suppressing, deleting or blocking such personal data from further processing and/or use, if requested by the other Party;
  • take appropriate technical and organisational measures to prevent unauthorised or unlawful processing or, accidental loss or destruction of or damage to such personal data;
  • provide the other Party from time to time such personal data in its possession as the other Party may require within five (5) Working Days, including information as to any specific individual Customer to whom the personal data relates; and
• Each Party shall inform the other Party promptly in the event of any unauthorised or unlawful processing of personal data. In the event of any such accidental loss, destruction or damage to personal data, such Party shall: (i) provide the other Party with an explanation as to the cause of the breach and its proposals to remedy such unauthorised or accidental event; and (ii) take all reasonable steps necessary to remedy the breach and to minimise the likelihood of future breach.
• In the event that a Party receives a subject access request from an individual about whom the other Party holds personal data for the purpose of fulfilling its obligations under this Contract, the receiving party shall promptly forward such request to the other Party.
• The Parties acknowledge that Customer details are, as between Acefone and the Customer the property of the Customer and the Customer shall comply with all past, present and future laws relating to data retention. Subject to clause 9.17, Acefone shall not store, copy, disclose or use such details except as necessary for the performance by Acefone of its obligations and exercise of its rights under this Contract and for compliance with Applicable Law.
• Where agreed, the Parties may share Customer details for marketing purposes and the Customer shall be responsible for obtaining all necessary Customer consents. Where agreed, Acefone may share such personal data with its third parties.

10. GENERAL TERMS

Matters Beyond Reasonable Control 

• If the Customer or Acefone is unable to perform, or is delayed in performing, any obligation under the Contract because of something beyond its reasonable control including act of God, lightning, flood, exceptionally severe weather, epidemic, pandemic, fire, explosion, war, civil disorder, industrial disputes or acts or omissions of local or central government or other competent authorities, or beyond the reasonable control of its suppliers or other third parties(“Force Majeure”) , it will have no liability to the other for that failure or delay in performing.
• Acefone will not be liable for failure to or delay in supplying the Service if:
  • another supplier delays or refuses the supply of an electronic communications service to Acefone and no alternative service is available at reasonable cost; or
  • legal or regulatory restrictions are imposed that prevent Acefone from supplying the Service.
• If any of the events detailed in clauses 10.1 or 10.2 continue for more than three months the Customer or Acefone may terminate the Contract in whole or part by written notice to the other.

Escalation and Dispute Resolution

• Acefone will try to work through any dispute that the Customer may have with Acefone in accordance with the details set out in Acefone’s relevant Service Level Agreement located on their website or available on request. If this does not resolve the dispute, then clause 10.5 applies.
• If a dispute arises out of or in connection with this Contract for the performance, validity or enforceability of it (“Dispute”) then the Parties shall follow the procedure set out in this clause 10.5:
  • either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, senior managers of the Parties shall meet and attempt in good faith to resolve the Dispute;
  • if the senior managers of the Parties are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to directors of the Parties who shall meet and attempt in good faith to resolve it; and
  • if the directors of the Parties are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them then the Parties shall have no further obligation to follow this dispute resolution procedure.
• Notwithstanding anything in this agreement (in particular clause 10.5), either party may initiate any legal action (including issuing proceedings) at any time without first complying with the procedure set out in Clauses 10.5.1, 10.5.2 and 10.5.3.

Transfer of Rights and Obligations 

• Acefone may assign, delegate, license, hold on trust or sub-Contract all or any part of its rights or obligations under this Contract.
• This Contract is personal to the Customer who may not assign, delegate, license, hold on trust or sub-Contract all or any of its rights or obligations under this Contract.
• Acefone and its Affiliates and assignees may enforce the terms of this Contract subject to and in accordance with this clause 10.9, this Contract and the Contracts (Rights of Third Parties) Act 1999 (“Act”).
• A person who is not the Customer (including an employee, the officer, agent, representative or subcontractor of the Customer) has no right under Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy that exists or is available apart from that Act.

Severability

• If any term of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed and the remaining terms will continue in full force as if the Contract had been made without the invalid, illegal or unenforceable terms.

Survival

• Clauses 5.14, 9.8, 9.9 and 9.11 will survive the termination or expiry of this Contract for two years. Any provisions of this agreement which are expressed to and/or intended to survive any termination or expiry of this Contract (howsoever caused) shall survive any such termination and/or expiry of this Contract (howsoever caused). Without prejudice to the generality of the foregoing, clause 7 (in particular clause 7.7) shall survive any termination and/or expiry of this Contract, howsoever caused.

Entire Agreement

• The Contract contains the entire agreement between the Customer and Acefone and replaces all previous written or oral agreements relating to its content.
• The Customer and Acefone agree that:
  • they have not been induced to enter into the Contract by, nor have they relied on, any statement, representation, warranty or other assurance not expressly incorporated; and
  • in connection with the Contract their only rights and remedies in relation to any statement, representation, warranty or other assurance are for breach of the Contract and that all other rights and remedies are excluded.
• The terms of clauses 10.10 and 10.11 will not affect the rights or remedies of the Customer and Acefone for any fraudulent misrepresentation.

Waiver

• A failure or delay by the Customer or Acefone to exercise any right or act upon a breach under the Contract will not be a waiver of that right or breach. If the Customer or Acefone waives a right or breach of the Contract, that waiver is limited to the particular right or breach.

Notices

• Notices given under the Contract must be in writing and delivered to the following addresses unless otherwise stated in the Contract:
  • to Acefone at the address shown on the invoice or any email address which Acefone provides to the Customer for this purpose; or
  • to the Customer at any one or more of the following: the registered email address to which the Customer asks Acefone to send invoices or the address of the Site or if the Customer is a limited company, its registered office.

This clause does not apply to notices given under clauses 2.1 and6.1.

• The Customer must inform Acefone immediately if there is any change to any of the contact information the Customer provided to Acefone.

Law and Jurisdiction

• The Contract is governed by the law of England and Wales and is subject to the non-exclusive jurisdiction of the English courts.

Customer’s Instructions

• Acefone may take instructions from a person whom it thinks, with good reason, is acting with the Customer’s permission.

Ofcom

• Where there is a current or future conflict between any Ofcom, or other similar Authority, rules/guides the Customer agrees that these Conditions take precedent.