TERMS AND CONDITIONS OF SALE OF SERVICES
1.1 These terms and conditions of sale of services (the “Terms”) apply where you wish to purchase ‘hosted’ conference call services from EuroDigiTel whose registered office is at Conyngham Hall, Knaresborough, HG5 9AY (“EuroDigiTel”, “Company”, “we”, “us” or “our”). EuroDigiTel is trading under the name ConCall and operates the website www.concall.co.uk.
1.2 Should you wish to contact the Company at any time, please contact us by emailing info@EuroDigiTel.com
1.3 The conference call services that EuroDigiTel supply to you is the ability for you and your colleagues, business associates, family and / or friends to have simultaneous telephone calls with other Participants (as defined below) on the Access Number and PIN Code (both as defined below) by using the public telephone network that your telecommunications supplier supplies to you via the Easy Call, Premium Call and / or Premium Call Plus services (each as defined below) (the “Services”).
1.4 The Services shall be subject to the availability and capacity of the Network (as defined below) and we do not offer any guarantee that the number of simultaneous telephone calls required by you will always be available at any given time.
2.1 In these Terms the following terms shall have the following meanings:
2.1.1 “Access Number” means the telephone number (currently 0844 693 8000) that you use to access the Services;
2.1.2 “Call Charge” means the price charged to the caller dialling the Access Number by their network operator;
2.1.3 “Customer” or “you” means the customer whom we make this agreement with by you accepting these Terms and who is named in the Registration Process;
2.1.4 “Easy Call” means the basic Service which only requires you to provide a valid email address during the Registration Process;
2.1.5 “Network” means the public telephone network either accessed by the mobile communications network, landline providers or otherwise;
2.1.6 “Participant” means you and anyone you allow to use the Service;
2.1.7 “PIN Code” means the pin code provided to you when you complete the Registration Process;
2.1.8 “Premium Call” and “Premium Call Plus” means the Service used by Customer’s who have completed the enhanced access registration and Participants invited by such Customers. It includes additional functionality to the Easy Call Service such as the chairman’s pin;
2.1.9 “Registration Process” means the registration process completed by you via the Website;
2.1.10 “Services” shall have the meaning ascribed to it in Clause 1.3 above;
2.1.11 “Terms” shall have the meaning ascribed to it in Clause 1.1 above;
2.1.12 “Website” means www.ConCall.com
3 HOW IS A CONTRACT MADE WITH EuroDigiTel
3.1 All information available on the Website in respect of the Services constitutes an invitation to treat and not an offer by us to be bound to supply those services. Your submission to us to register for the Website (and thus be entitled to use the Services) constitutes an offer to us to purchase the Services which may be accepted by us. Acceptance of your offer will occur upon EuroDigiTel sending to you an e-mail on your completion of the Registration Process confirming your PIN Code.
4.1 EuroDigiTel will use reasonable endeavours that the Services are available 24 hours a day 7 days per week except in the case:
4.1.1 of any scheduled, unplanned or emergency maintenance; and
4.1.2 where the Services are unavailable due to circumstances beyond our reasonable control.
5 RIGHTS OF EuroDigiTel
5.1 EuroDigiTel may:
5.1.1 bar access to or cease to provide the Services or any part thereof to the Customer for such period as EuroDigiTel deems appropriate:
220.127.116.11 if any Participant is in breach of or we suspect that any Participant is in breach of these Terms;
18.104.22.168 if EuroDigiTel (acting reasonably) or any Network Provider objects to the involvement of any person in connection with the use of the Services; and / or
22.214.171.124 in the event of a direction to do so from a Network Provider or Regulatory Authority, and in each case EuroDigiTel shall not be liable to the Customer for ceasing to provide or barring access to the Services;
5.1.2 to suspend access to the Services (including the PIN Code), if at any time use of the Services by a Participant:
126.96.36.199 causes congestion to the Services, any Network Provider or any other services; or
188.8.131.52 is, in the reasonable opinion of EuroDigiTel , excessive. EuroDigiTel shall inform the Customer as soon as reasonably possible in the circumstances of any such suspension of access to the Services.
5.2 Subject to clause 5.5, EuroDigiTel reserves the right from time to time to improve or alter the Services as it deems appropriate provided such changes do not substantially change the nature of the Services. EuroDigiTel reserves the right to suspend access to part or all of the Services as required for the purposes of remedial or preventative maintenance or improvement of the Services without liability or responsibility to the Customer. Wherever practically possible in the circumstances, EuroDigiTel shall give reasonable prior notice to the Customer of such suspension and shall use and have used reasonable endeavours to minimise disruption to the Customer.
5.3 EuroDigiTel shall not be obliged to give Participants any priority over any other customers of EuroDigiTel with regard to the Services.
5.4 EuroDigiTel ’s rights pursuant to this clause 5 shall not be exhaustive and shall be without prejudice to any other rights or remedies it may have whether pursuant to these Terms, at law or otherwise.
5.5 EuroDigiTel may (at its discretion) change the dialling code, phone number, PIN Code or the technical specification of the Service for operational reasons.
6 REPAIRING FAULTS
6.1 We cannot guarantee that the Service will be fault free, but we will make reasonable commercial efforts to correct reported:
6.1.1 material faults with the Service as soon as we reasonably can in the circumstances; and
6.1.2 non-material faults with the Service in a reasonably timely manner.
7 PIN CODE
7.1 You have no right to sell, assign or to agree to transfer the PIN Code provided to you for use with the Service and you must not try to do so.
8 ACCESS NUMBERS
8.1 Save for disclosure to Participants, you shall keep confidential the Access Number and PIN Code for the Services.
8.2 You can only access the Services by using the Access Number and PIN Code provided to you.
9 COSTS FOR USING THE SERVICE
9.1 EuroDigiTel does not charge you directly for the use of the Services.
9.2 Each Participant on an Easy Call, Premium Call and Premium Call Plus will be charged by their respective telecommunications provider for calling the Access Number.
9.3 Before using the Service you should, and shall procure that each Participant (other than you) shall, check with their telephone network operator to confirm the call charge rate for ringing the Access Number.
9.4 You shall pay your telephone network operator for dialling the Access Number in accordance with your telephone network operator’s terms and conditions.
9.5 EuroDigiTel can provide custom built conferencing portals ‘white labelled’ for the Customer. The charge per minute of such portals are available upon application.
10 YOUR RESPONSIBILITIES
10.1 Each and every Participant shall use tone-dialling telephones to dial-in to the Service.
10.2 When you register for the Services (Easy Call, Premium Call and / or Premium Call Plus), you must provide a current valid email address. This email address will be used by us to communicate Service messages and marketing promotions. Your information will not be used by any company other than EuroDigiTel . If you do not wish to receive such messages and promotions please e-mail us at support@EuroDigiTel.
10.3 You shall procure that each Participant accepts these Terms before you provide the Participant with the PIN Code.
10.4 Participants shall refrain from any and all acts or omissions which may injure or damage EuroDigiTel ‘s reputation or property or cause the quality of the Service to be prejudiced or impaired
11 MISUSE OF THE SERVICE
11.1 No Participant shall use the Services to:
11.1.1 make offensive, indecent, menacing, nuisance or hoax calls;
11.1.2 use obscene language;
11.1.3 invite unsolicited Participants; or
11.1.4 engage in any fraudulent activity or activity in connection with a criminal offence,and you must take all reasonable precautions to ensure that this does not happen.
11.2 Each and every Participant shall use the Services in accordance with all applicable laws.
11.3 Breach of this Clause 11 shall result in suspension (as described in Clause 5) from the Service and if requested by the relevant authorities all caller information may be handed over to them to take further action against any and all Participants.
11.4 If a claim is made against EuroDigiTel because the Service is or is alledged to have been misused by a Participant, you shall fully indemnify and hold us harmless in respect of any and all costs, expenses and liabilities arising from any such claim or allegation.
11.5 Participants using the Services may be recorded and the recording used for the sole purpose of investigating abuse of the system.
12.1 EuroDigiTel warrants that it will provide the Services with reasonable skill and care.
12.2 Except as expressly and specifically provided in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms and the supply of Services by us to you and each and every Participant.
13 LIMITATION OF LIABILITY AND INDEMNITIES
13.1 By using the Services you accept, and shall procure that each Participant shall accept, that all such risk is yours and You should insure accordingly. EuroDigiTel make no recommendation in using the Service where the risk of non-connection or loss of connection carries a material risk to You, User/s or any other Participant of your conference call.
13.2 EuroDigiTel shall:
13.2.1 not be responsible for the reliability or continued availability of the telephone lines and equipment you use to access the Services;
13.2.2 have no liability for any breach of these Terms caused by circumstances beyond EuroDigiTel ‘s reasonable control. This includes the acts or omissions of other providers of telecommunication services or for faults in or failures of their networks and equipment;
13.2.3 have no liability for any unauthorised use or misuse of the Service by Participants; and
13.2.4 not be liable for any indirect or consequential losses resulting from our breach of contract. We will also not be liable for any loss of profit you may incur as a result of our non-performance.
13.3 Subject to Clauses 13.2 and 13.4, EuroDigiTel ‘s maximum liability in the event it breaches these Terms concluded with you (or is otherwise negligent, acts in breach of trust or in breach of statutory duty) for any call you make to the Access Number shall be limited to 50% (fifty percent) of the value of the charges you (excluding any and all Participants other than one member of your organisation) pay to your telecommunications provider for such call. The parties acknowledge and agree that this limit of liability is fair and reasonable given the level of EuroDigiTel ‘s profit margin in relation to the Services it performs hereunder and the charges as they relate to the nature and scope of the Services (including the Access Number) being provided.
13.4 Nothing in these Terms is intended to exclude either party’s liability for fraud, personal injury caused by the negligence of its employees or anything else that cannot be excluded by operation of law.
13.5 If any part of these Terms is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of these Terms, which shall continue to be valid and enforceable to the fullest extent permitted by law. This includes, but is no way limited to, each part of these Terms that excludes or limits our liability shall operate separately. If any part is disallowed or is not effective, the other parts will continue to apply.
14 TERMINATION OR SUSPENSION OF PIN CODE
14.1 We can suspend the PIN Code:
14.1.1 immediately, if you materially breach these Terms and/or we believe that the Service is being used in a way forbidden by Clause 11. This applies even if you do not know that the calls are being made, or the Service is being used in such a way. We will inform you of such suspension or termination as soon as reasonably possible in the circumstances and explain why we have taken this action;
14.1.2 upon reasonable notice if you breach these Terms and fail to remedy the breach within a reasonable period of being asked to do so.
If we suspend the PIN Code, it will not be restored until you satisfy us that you will only use the Service in accordance with these Terms.
14.2 Either you or us may terminate this agreement for convenience on not less than 5 working days’ written notice to the other.
14.3 Your rights to use the Service and the right of any and all Participants to use the PIN Code shall automatically terminate on the termination of this agreement.
15.1 EuroDigiTel can change these Terms at any time. We will give you as much notice as reasonably possible in the circumstances of any change to these Terms.
15.2 You cannot transfer, assign or try to transfer or assign these Terms or any part of it to anyone else.
15.3 If you do not use the Service for at least 6 months we reserve the right to remove the PIN allocated to you from our system.
15.4 Any amendment to these Terms must be in writing and signed by a duly authorised representative from each party.
15.5 No failure to exercise and no delay in exercising on the part of either party any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude the enforcement of any other right, power or privilege nor shall the waiver for any breach of any provision herein be taken or held to be a waiver of the provision itself. Any waiver to be effective must be in writing.
16.1 Any notice given or made under these Terms shall be in writing and in English and signed by or on behalf of the party giving it and shall be served by emailing it to the address and for the attention of the relevant party set out in Clause 16.2 (or as otherwise notified by that party under this Clause). Any notice shall be deemed to have been received at the time the sender’s email system indicates that the email was sent, provided that if deemed receipt occurs before 9.00a.m. on a working day the notice shall be deemed to have been received at 9.00a.m. on that day, and if deemed receipt occurs after 5.00p.m. on a working day, or on any day which is not a working day, the notice shall be deemed to have been received at 9.00a.m. on the next working day. For the purpose of this Clause 16, references to any time shall be to London time.
16.2 The email addresses of the parties for the purposes of Clause 16.1 are:
Email Address: sales@EuroDigiTel; and
Email Address: the email address you provide us during the Registration Process,or such other email address as may be notified in writing from time to time by the relevant party to the other party. Any change to the place of service shall take effect five (5) working days after notice of the change is received or (if later) on the date (if any) specified in the notice as the date on which the change is to take place.
16.3 In proving service, it shall be sufficient to prove that the email containing such notice was addressed to the address of the relevant party set out in Clause 16.2 (or as otherwise notified by that party under this Clause) and sent to that address.
17 THIRD PARTY RIGHTS
17.1 A person who is not a party to these Terms, has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
18.1 If you use the Premium Call and Premium Call Plus Services, you acknowledge and agree that the person setting up the conference call may:
18.2.1 arrange for the conference call to be recorded; and / or
18.2.2 use your email address to send you calendar appointments for the conference call.
19 GOVERNING LAW AND DISPUTES
19.1 These Terms shall be governed, construed and shall take effect in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.